MASTER AGREEMENT Dated as of March 4, 2013 By and Among CONAGRA FOODS, INC., CARGILL, INCORPORATED, CHS INC., and HM LUXEMBOURG S.À R.L.Master Agreement • July 19th, 2013 • Conagra Foods Inc /De/ • Food and kindred products • Delaware
This Master Agreement (together with the Exhibits, Schedules and Disclosure Letters hereto, this “Agreement”) is made as of the 4th day of March, 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”), CHS Inc., a Minnesota corporation (“Iris”), and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” The Parents and Newco are each referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in Article X.
AMENDMENT NO. 1 to MASTER AGREEMENTMaster Agreement • July 19th, 2013 • Conagra Foods Inc /De/ • Food and kindred products
This Amendment No. 1 to Master Agreement (together with the Exhibits hereto, this “Amendment No. 1”) is made as of the 30th day of April 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013 (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.
ACKNOWLEDGMENT AND AMENDMENT NO. 2 TO MASTER AGREEMENTMaster Agreement • July 19th, 2013 • Conagra Foods Inc /De/ • Food and kindred products
This Acknowledgment and Amendment No. 2 to Master Agreement (together with the Exhibits hereto, this “Acknowledgment”) is made as of the 31st day of May 2013, by and among ConAgra Foods, Inc., a Delaware corporation (“Oracle”), Cargill, Incorporated, a Delaware corporation (“Watson”) and CHS Inc., a Minnesota corporation (“Iris”), in connection with that certain Master Agreement, made as of the 4th day of March, 2013, as amended, (the “Master Agreement”), by and among Oracle, Watson, Iris and HM Luxembourg S.à r.l., a Luxembourg S.à r.l. (“Newco”). Oracle, Watson and Iris are each referred to herein individually as a “Parent” and collectively as the “Parents.” Capitalized terms not otherwise defined herein will have the respective meanings assigned to them in the Master Agreement.
RESTRICTED STOCK UNIT AGREEMENT CONAGRA FOODS 2009 STOCK PLAN (Ralcorp Transaction)Restricted Stock Unit Agreement • July 19th, 2013 • Conagra Foods Inc /De/ • Food and kindred products • Delaware
This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement” is made on the 26th day of February, 2013 between ConAgra Foods, Inc., a Delaware corporation (“ConAgra Foods”), and the undersigned employee of the Company (“Participant”).
