Lamb Weston Holdings, Inc. Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 20th, 2020 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of June 28, 2019 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (as defined herein) and NORTHWEST FARM CREDIT SERVICES, PCA, as Administrative Agent.

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AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • July 1st, 2019 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders and L/C Issuers (each as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • January 4th, 2018 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders and L/C Issuers (each as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

LAMB WESTON HOLDINGS, INC., as Issuer 4.875% Senior Notes due 2028 INDENTURE Dated as of May 12, 2020
Indenture • May 12th, 2020 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

INDENTURE dated as of May 12, 2020 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 13th, 2021 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of June 28, 2019 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (as defined herein) and NORTHWEST FARM CREDIT SERVICES, PCA, as Administrative Agent.

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • September 23rd, 2020 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

Reference is hereby made to the Credit Agreement dated as of November 9, 2016 (as amended by Amendment No. 1 dated as of August 15, 2017, Amendment No. 2 dated as of December 1, 2017, Amendment No. 3 dated as of June 25, 2019, Amendment No. 4 dated as of April 17, 2020, Amendment No. 5 dated as of September 17, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Lamb Weston Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders, Swing Line Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • April 20th, 2020 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of April 17, 2020 (this “Amendment”), among Lamb Weston Holdings, Inc. (the “Borrower”), the Guarantors, the Lenders party hereto (who constitute Required Lenders) and Bank of America, N.A., as administrative agent (the “Administrative Agent”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 31st, 2023 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of June 28, 2019 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (as defined herein) and AGWEST FARM CREDIT, PCA (successor by merger to NORTHWEST FARM CREDIT SERVICES, PCA), as Administrative Agent.

FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN
Restricted Stock Unit Agreement • January 4th, 2018 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

This Restricted Stock Unit Agreement for Non-Employee Directors, hereinafter referred to as the “Agreement”, is made as of the _____ day of __________, 20_____ between Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned director of the Company (the “Director”).

NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN
Nonqualified Stock Option Agreement for Employees • July 25th, 2017 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

This Nonqualified Stock Option Agreement for Employees, hereinafter referred to as the “Agreement,” is made on the _____ day of __________, 20_____ between Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), and __________ (the “Optionee”).

RESTRICTED STOCK UNIT AGREEMENT (STOCK-SETTLED) LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN
Restricted Stock Unit Agreement • July 25th, 2017 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made on the _____ day of __________, 20_____ between Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Employee (the “Participant”).

EMPLOYEE MATTERS AGREEMENT between CONAGRA FOODS, INC. and LAMB WESTON HOLDINGS, INC. Dated as of November 8, 2016
Employee Matters Agreement • November 10th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

EMPLOYEE MATTERS AGREEMENT, dated as of November 8, 2016 (this “Employee Matters Agreement”), between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of ConAgra (“SpinCo” or “Lamb Weston”).

SEPARATION AND DISTRIBUTION AGREEMENT between CONAGRA FOODS, INC. and LAMB WESTON HOLDINGS, INC. dated November 8, 2016
Separation and Distribution Agreement • November 10th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Separation and Distribution Agreement (this “Agreement”), dated November 8, 2016, is between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”) and Lamb Weston Holdings, Inc., a Delaware corporation and wholly owned Subsidiary of ConAgra (“SpinCo” or “Lamb Weston”). Each of ConAgra and SpinCo is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”

FORM OF PERFORMANCE SHARE AGREEMENT LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN (AS AMENDED AND RESTATED AS OF JULY 20, 2017)
Performance Share Agreement • October 2nd, 2019 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Performance Share Agreement, hereinafter referred to as the “Agreement”, is made on the _____ day of __________, _____ between Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned Employee (the “Participant”).

INTERIM POSITION AND NON-COMPETE AGREEMENT
Interim Position and Non-Compete Agreement • October 5th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Illinois

This Interim Position and Non-Compete Agreement (the “Agreement”) is made and entered into on this 28th day of September, 2016 by and between ConAgra Foods, Inc. (the “Company”) and John Gehring (“you” or “Gehring”), collectively the “Parties” and is effective on September 28, 2016 (the “Effective Date”). As of the Effective Date, this Agreement supersedes the Transition and Non-Competition Agreement between the Company and Gehring dated August 29, 2016 and any previous versions. The Company and Gehring hereby mutually covenant and agree as follows:

TAX MATTERS AGREEMENT between [ConAgra], on behalf of itself and the members of the ConAgra Group, and [SpinCo] on behalf of itself and the members of the LW Group Dated as of [ ], 2016
Tax Matters Agreement • August 26th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●], 2016 between ConAgra Foods, Inc. (“ConAgra”), a Delaware corporation, on behalf of itself and the members of the ConAgra Group and [ ] (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the LW Group.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 2nd, 2019 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 27, 2019, among LAMB WESTON BSW, LLC (the “New Guarantor”), a subsidiary of LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Company”), the Company and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).

LAMB WESTON HOLDINGS, INC., as Issuer 4.875% Senior Notes due 2026 INDENTURE Dated as of November 9, 2016 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Supplemental Indenture • November 10th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

INDENTURE dated as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors (as defined herein) party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Trustee (the “Trustee”).

TRANSITION SERVICES AGREEMENT BETWEEN CONAGRA FOODS, INC. AND LAMB WESTON HOLDINGS, INC. Dated November 8, 2016
Transition Services Agreement • November 10th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this “Agreement”), is between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation (“Lamb Weston”). ConAgra and Lamb Weston are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

FORM OF TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 26th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Trademark License Agreement (this “Agreement”), dated [ ], 2016 (the “Effective Date”), is by and between ConAgra Foods RDM, Inc. (“Licensor”), a corporation, and [ ], a corporation (“Licensee”). In this Agreement, Licensor and Licensee are each referred to as a “Party” and together as the “Parties.”

FORM OF TRANSITION SERVICES AGREEMENT BETWEEN CONAGRA FOODS, INC. AND LAMB WESTON HOLDINGS, INC. Dated [ ], 2016
Transition Services Agreement • August 26th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

THIS TRANSITION SERVICES AGREEMENT dated [ ], 2016 (this “Agreement”), is between ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and Lamb Weston Holdings, Inc., a Delaware corporation (“Lamb Weston”). ConAgra and Lamb Weston are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

AMENDMENT NO. 1
Interim Position and Non-Compete Agreement • April 6th, 2017 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

Gehring further acknowledges that by signing this Release, Gehring does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC or any comparable state or local agency. However, Gehring waives and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief directly from the Company Released Parties arising from a charge Gehring or others may file with the EEOC or any comparable state or local agency, including without limitation any costs, expenses or attorneys’ fees. Gehring understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others.”

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Form of Lamb Weston Holdings, Inc. Performance Share Agreement (post-July 20, 2022) NOTICE OF GRANT PERFORMANCE SHARES LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN (AS AMENDED AND RESTATED AS OF JULY 20, 2017)
Performance Share Agreement • October 5th, 2022 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), has awarded to the Participant, as identified below, the number of Performance Shares (the “Performance Shares”) set forth below. The Performance Shares are subject to all of the terms and conditions as set forth in this Notice of Grant (the “Notice”) as well as in the Company’s 2016 Stock Plan (as amended and restated as of July 20, 2017) (the “Plan”) and the Performance Share Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Each Performance Share represents the right to receive one share of Stock on the Payment Date (as defined in the Agreement), subject to achievement of the Performance Targets (as defined in the Agreement) and the other terms and conditions of this award. The number of Performance Shares that may be earned, if any, may range from 25% of the Target Number of Performance Shares, if the minimum Performance Targets and other conditions are met, to 200%

INTERIM POSITION AND NON-COMPETE AGREEMENT
Interim Position and Non-Compete Agreement • November 17th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Idaho

This Interim Position and Non-Compete Agreement (the “Agreement”) is made and entered into on this 16th day of November, 2016 by and between Lamb Weston Holdings, Inc. (the “Company”) and John Gehring (“you” or “Gehring”), collectively the “Parties” and is effective on December 16, 2016 (the “Effective Date”). For the avoidance of doubt, the Interim Position and Non-Compete Agreement between ConAgra Foods (“ConAgra”) and Gehring, effective as of September 28, 2016 (the “ConAgra Agreement”), including the releases executed thereby, will remain in effect and is not amended or superseded by this Agreement.

LAMB WESTON HOLDINGS, INC. Executive Change of Control Severance Plan Participation Agreement
Participation Agreement • July 25th, 2017 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

This Participation Agreement (this “Agreement”) is made and entered into by and between [PARTICIPANT NAME] and Lamb Weston Holdings, Inc. (the “Company”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 10th, 2016 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware

This Trademark License Agreement (this “Agreement”), dated November 8, 2016 (the “Effective Date”), is by and between ConAgra Foods RDM, Inc. (“Licensor”), a Delaware corporation, and ConAgra Foods Lamb Weston, Inc., a Delaware corporation (“Licensee”). In this Agreement, Licensor and Licensee are each referred to as a “Party” and together as the “Parties.”

SALE AND PURCHASE AGREEMENT dated 19 October 2022 relating to 100% of the issued and outstanding shares in MEIJER FROZEN FOODS B.V. Contents
Agreement • October 21st, 2022 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties
Form of Lamb Weston Holdings, Inc. Restricted Stock Unit Agreement (Stock- settled) (post-July 20, 2022) NOTICE OF GRANT RESTRICTED STOCK UNITS (STOCK- SETTLED) LAMB WESTON HOLDINGS, INC. 2016 STOCK PLAN (AS AMENDED AND RESTATED AS OF JULY 20, 2017)
Restricted Stock Unit Agreement • October 5th, 2022 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

Lamb Weston Holdings, Inc., a Delaware corporation (the “Company”), has awarded to the Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (the “Notice”) as well as in the Company’s 2016 Stock Plan (as amended and restated as of July 20, 2017) (the “Plan”) and the Restricted Stock Unit Agreement (Stock-Settled) (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.

AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • August 13th, 2021 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York

This CREDIT AGREEMENT is entered into as of November 9, 2016 among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders, Swing Line Lenders and L/C Issuers (each as defined herein) and BANK OF AMERICA, N.A., as Administrative Agent.

AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreement • July 25th, 2023 • Lamb Weston Holdings, Inc. • Canned, frozen & preservd fruit, veg & food specialties

AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”), dated as of June 15, 2023 (the “Amendment Effective Date”), is entered into among LAMB WESTON HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto (collectively constituting all Lenders under the Credit Agreement (as defined below) as of the date hereof), the Guarantors party hereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”).

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