0001628280-15-005333 Sample Contracts

FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS CONAGRA FOODS, INC. 2014 STOCK PLAN
Restricted Stock Unit Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This Restricted Stock Unit Agreement for Non-Employee Directors, hereinafter referred to as the “Agreement”, is made on the ___ day of ____________, 20__ between ConAgra Foods, Inc., a Delaware corporation (the “Company”), and the undersigned director of the Company (the “Director”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made this ____ day of _____, ______ between ConAgra Foods, Inc., a Delaware Corporation (the “Company”), and ____________ (the “Employee”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT (CASH-SETTLED) CONAGRA FOODS, INC. 2014 STOCK PLAN
Restricted Stock Unit Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This Restricted Stock Unit Agreement (Cash-Settled), hereinafter referred to as the “Agreement”, is made on the ___ day of _____________, 20__ between ConAgra Foods, Inc., a Delaware corporation (“ConAgra Foods”), and the undersigned employee of the Company (the “Participant”).

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES
Nonqualified Stock Option Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products

This Nonqualified Stock Option Agreement for Employees, hereinafter referred to as the “Agreement,” is made on the ___ day of ___________, 20__ between ConAgra Foods, Inc., a Delaware corporation (“ConAgra Foods”), and _____________________ (the “Optionee”).

FORM OF EXECUTIVE TIME SHARING AGREEMENT
Executive Time Sharing Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Nebraska

This Time Sharing Agreement (this “Agreement”), dated as of [DATE] (the “Effective Date”), is entered into between CONAGRA FOODS, INC., a Delaware corporation (“Operator”) and [EXECUTIVE] (“Lessee”) and replaces any prior agreement between the parties with respect to the subject matter hereof.

RE: Transition and Separation Agreement Dear Paul:
Transition and Separation Agreement • July 17th, 2015 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

This letter agreement (“Agreement”) describes the components of your transition and separation package. If you agree to the terms of this Agreement you will receive the benefits described below. This Agreement will become effective once you have signed it and you have not exercised your right to revoke the Agreement within the Revocation Period described below (the “Effective Date”).

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