0000900440-06-000116 Sample Contracts

Agreement Summary
Employment Agreement • July 14th, 2006 • Conagra Foods Inc /De/ • Food and kindred products • Delaware

ConAgra Foods and Mr. Sharpe are parties to the following employment agreement executed December 1, 2005. Under the terms of the agreement, Mr. Sharpe receives as compensation (1) an annual salary of $600,000, (2) participation in ConAgra Foods’ annual incentive plan, with target bonus opportunity not less than 100% of annual salary, (3) participation in the long-term senior management incentive program commencing May 29, 2006, (4) participation in all employee and executive pension, profit sharing, 401(k) and welfare benefit plans (including medical and dental), and other benefit programs and arrangements (including qualified and non-qualified plans), (5) participation in the supplemental ConAgra Foods non-qualified pension plan and 401(k) non-qualified plan, with, subject to certain exceptions, years of service for purpose of calculating benefits under the non-qualified pension plan at a three-for-one rate until he has service credit of thirty years, and (6) participation in ConAgra

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Re: Employment and Separation Agreement
Employment and Separation Agreement • July 14th, 2006 • Conagra Foods Inc /De/ • Food and kindred products • Nebraska

This Employment and Separation Agreement letter (“Letter Agreement”) describes the components of your employment and separation package. If you agree to the terms of this Letter Agreement, you will receive benefits described below.

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