EXHIBIT 10.1
CONAGRA 1995 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the ConAgra 1995
Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster and
promote the long-term financial success of the Company and increase
stockholder value by (a) motivating superior performance by means
of stock incentives, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees
and (c) enabling the Company to attract and retain the services of
a management team responsible for the long-term financial success
of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination
thereof, including Awards combining two or more types of
Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Human Resources Committee of the
Board, which shall consist of two or more members, each
of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 as promulgated under the Act.
(f) "Company" means ConAgra, Inc., a Delaware corporation
(and any successor thereto) and its Subsidiaries.
(g) "Director Award" means an award of Stock and an award of
a Nonstatutory Stock Option granted to each Eligible
Director pursuant to Section 7.1 without any action by
the Board or the Committee.
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the closing price
of the Stock as reported on the New York Stock Exchange
(or on such other recognized market or quotation system
on which the trading prices of the Stock are traded or
quoted at the relevant time) on such date. In the event
that there are no Stock transactions reported on such
exchange (or such other system) on such date, Fair Market
Value shall mean the closing price on the immediately
preceding date on which Stock transactions were so
reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the
Plan, an Option may be either (i) an Incentive Stock
Option within the meaning of Section 422 of the Code or
(ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the
Committee to participate in the Plan.
(m) "Plan" means the ConAgra 1995 Stock Plan, as in effect
from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted to
a Participant subject to such restrictions as the
Committee may determine.
(o) "Stock" means the Common Stock of the Company, par value
$5.00 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may determine,
to receive an amount in cash or Stock, as determined by
the Committee, equal to the excess of (i) the Fair Market
Value, as of the date such Stock Appreciation Right is
exercised, of the number shares of Stock covered by the
Stock Appreciation Right being exercised over (ii) the
aggregate exercise price of such Stock Appreciation
Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company, which may be in lieu of cash
compensation otherwise receivable by the Participant or
in addition to such cash compensation, and includes stock
issued for service awards and other Employee recognition
programs.
(r) "Subsidiary" means any corporation, partnership, joint
venture or other entity in which the Company owns,
directly or indirectly, 25% or more of the voting power
or of the capital interest or profits interest of such
entity.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural,
and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only persons
eligible to participate in the Plan shall be those Employees
selected by the Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types of
Awards to be granted, and the terms and conditions of any and all
such Awards. The Committee may establish different terms and
conditions for different types of Awards, for different
Participants receiving the same type of Awards, and for the same
Participant for each Award such Participant may receive, whether or
not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed
necessary or advisable to protect the interests of the Company, and
to make all other determinations necessary or advisable for the
administration and interpretation of the Plan in order to carry out
its provisions and purposes. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding, and conclusive for
all purposes and upon all persons. Notwithstanding anything else
contained in the Plan to the contrary, neither the Committee nor
the Board shall have any discretion regarding whether an Eligible
Director receives a Director Award pursuant to Section 7.1 or
regarding the terms of any such Director Award, including, without
limitation, the number of shares subject to any such Director
Award.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 11,000,000 shares of Stock.
The shares to be delivered under the Plan may consist, in whole or
in part, of treasury Stock or authorized but unissued Stock, not
reserved for any other purpose. The maximum number of shares of
Stock with respect to which Awards may be granted to any one
Employee under the Plan is 10% of the aggregate number of shares of
Stock available for Awards under Section 5.1.
5.2 Cancelled, Terminated or Forfeited Awards. Any shares of
Stock subject to an Award which for any reason are cancelled,
terminated or otherwise settled without the issuance of any Stock
shall again be available for Awards under the Plan.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate
change, (i) the aggregate number of shares of Stock available for
Awards under Section 5.1 and (ii) the number of shares and exercise
price with respect to Options and the number, prices and dollar
value of other Awards, may be appropriately adjusted by the
Committee, whose determination shall be conclusive. If, pursuant to
the preceding sentence, an adjustment is made to the number of
shares of Stock authorized for issuance under the Plan, a
corresponding adjustment shall be made to the number of shares
subject to each Director Award thereafter granted pursuant to
Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Participants
at such time or times as shall be determined by the Committee.
Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options. The Committee
shall have complete discretion in determining the number of
Options, if any, to be granted to a Participant. Each Option shall
be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option, the
number of shares of Stock to which the Option pertains, the
exercisability (if any) of the Option in the event of death,
retirement, disability or termination of employment, and such other
terms and conditions not inconsistent with the Plan as the
Committee shall determine.
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date the
Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that written
notice of exercise be given and that the Option price be paid in
full in cash or cash equivalents, including by personal check, at
the time of exercise or pursuant to any arrangement that the
Committee shall approve. The Committee may, in its discretion,
permit a Participant to make payment (i) in Stock already owned by
the Participant valued at its Fair Market Value on the date of
exercise (if such Stock has been owned by the Participant for at
least six months) or (ii) by electing to have the Company retain
Stock which would otherwise be issued on exercise of the Option,
valued at its Fair Market Value on the date of exercise. As soon as
practicable after receipt of a written exercise notice and full
payment of the exercise price, the Company shall deliver to the
Participant a certificate or certificates representing the acquired
shares of Stock.
6.5 Incentive Stock Options. Notwithstanding anything in the
Plan to the contrary, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to cause
any Incentive Stock Option previously granted to fail to qualify
for the Federal income tax treatment afforded under Section 421 of
the Code. In furtherance of the foregoing, (i) the aggregate Fair
Market Value of shares of Stock (determined at the time of grant of
each Option) with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any calendar
year shall not exceed $100,000 or such other amount as may be
required by the Code, (ii) an Incentive Stock Option may not be
exercised more than three months following termination of
employment (except as the Committee may otherwise determine in the
event of death or disability), and (iii) if the Employee receiving
an Incentive Stock Option owns Stock possessing more than 10% of
the total combined voting power of all classes of Stock of the
Company, the exercise price of the Option shall be at least 110% of
Fair Market Value and the Option shall not be exercisable after the
expiration of five years from the date of grant. An Incentive
Stock Option may be granted only to Employees who are employed by
the Company or a "subsidiary corporation" as defined in Section 425
of the Code.
SECTION 7
DIRECTOR AWARDS
7.1 Amount of Award. Each Eligible Director shall receive
annually (i) a grant of a Nonstatutory Stock Option for 4,500
shares of Stock and (ii) a grant of 900 shares of Stock from the
Company's treasury shares. Such grants shall be made each year
immediately following the annual meeting of Company stockholders to
those persons who are Eligible Directors immediately following such
meeting.
7.2 No Other Awards. An Eligible Director shall not receive
any other Award under the Plan.
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's In Tandem with Options. Stock Appreciation Rights
may be granted to Participants in tandem with any Option granted
under the Plan, either at or after the time of the grant of such
Option, subject to such terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine. Each
Stock Appreciation Right shall only be exercisable to the extent
that the corresponding Option is exercisable, and shall terminate
upon termination or exercise of the corresponding Option. Upon the
exercise of any Stock Appreciation Right, the corresponding Option
shall terminate.
8.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine.
SECTION 9
RESTRICTED STOCK
9.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such amounts,
and subject to such other terms and conditions not inconsistent
with the Plan as it shall determine. Each grant of Restricted
Stock shall be subject to such restrictions, which may relate to
continued employment with the Company, performance of the Company,
or other restrictions, as the Committee may determine. Each grant
of Restricted Stock shall be evidenced by a written agreement
setting forth the terms of such Award.
9.2 Removal of Restrictions. The Committee may accelerate or
waive such restrictions in whole or in part at any time in its
discretion.
SECTION 10
STOCK BONUSES
10.1 Grant of Stock Bonuses. The Committee may grant a Stock
Bonus to a Participant at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with
the Plan, as it shall determine.
10.2 Effect on Compensation. The Committee may from time to
time grant a Stock Bonus in lieu of salary or cash bonuses
otherwise payable to a Participant.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section 11.1. The Board may not change the
Plan in a manner which would prevent outstanding Incentive Stock
Options granted under the Plan from being Incentive Stock Options
without the consent of the optionees concerned. Furthermore, the
Board may not make any amendment which would (i) materially modify
the requirements for participation in the Plan, (ii) increase the
number of shares of Stock subject to Awards under the Plan pursuant
to Section 5.1, or (iii) make any other amendments which would
cause the Plan not to comply with Rule 16b-3 under the Act, in each
case without the approval of the Company's stockholders. No
amendment or modification shall affect the rights of any Employee
with respect to a previously granted Award, nor shall any amendment
or modification affect the rights of any Eligible Director pursuant
to a previously granted Director Award.
11.2 Termination of Plan. No further Options shall be granted
under the Plan subsequent to September 30, 2005, or such earlier
date as may be determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 Nontransferability of Awards. No Awards granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution; provided, the Committee may grant Options
which are transferable, without payment of consideration, to
immediate family members of the Participant or to trusts or
partnerships for such family members, with any such transferee
subject to all conditions of the Option. Subject to the preceding
sentence, all rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the
Participant's lifetime only by such Participant and all rights with
respect to any Director Awards granted to an Eligible Director
shall be exercisable during the Director's lifetime only by such
Eligible Director.
12.2 Beneficiary Designation. Each Participant under the Plan
may from time to time name any beneficiary or beneficiaries (who
may be named contingent or successively) to whom any benefit under
the Plan is to be paid or by whom any right under the Plan is to be
exercised in case of his death. Each designation will revoke all
prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed
in writing with the Committee. In the absence of any such
designation, Awards outstanding at death may be exercised by the
Participant's surviving spouse, if any, or otherwise by his estate.
12.3 No Guarantee of Employment or Participation. Nothing in
the Plan shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment
at any time, nor confer upon any Participant any right to continue
in the employ of the Company or any Subsidiary. No Employee shall
have a right to be selected as a Participant, or, having been so
selected, to receive any future Awards.
12.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant or Eligible Director to remit to
the Company, an amount sufficient to satisfy federal, state, and
local withholding tax requirements on any Award under the Plan, and
the Company may defer issuance of Stock until such requirements are
satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee
shall impose, (i) to have shares of Stock otherwise issuable under
the Plan withheld by the Company or (ii) to deliver to the Company
previously acquired shares of Stock, in each case having a Fair
Market Value sufficient to satisfy all or part of the Participant's
estimated total federal, state and local tax obligation associated
with the transaction.
12.5 Change of Control. On the date of a Change of Control
(as herein defined), all outstanding Options and Stock Appreciation
Rights shall become immediately exercisable and all restrictions
with respect to Restricted Stock shall lapse. Change of Control
shall mean:
(a) The acquisition (other than from the Company) by any
person, entity or "group," within the meaning of Section
13(d)(3) or 14(d)(2) of the Act (excluding, for this
purpose, the Company or its subsidiaries, or any employee
benefit plan of the Company or its subsidiaries which
acquires beneficial ownership of voting securities of the
Company) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Act) of 30% or more of
either the then outstanding shares of common stock or
the combined voting power of the Company's then
outstanding voting securities entitled to vote generally
in the election of directors; or
(b) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the
Board, provided that any person becoming a director
subsequent to the date hereof whose election, or
nomination for the election by the Company's
stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent
Board shall be, for purposes of this Plan, considered as
though such person were a member of the Incumbent Board;
or
(c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case,
with respect to which persons who were the stockholders
of the Company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter,
own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the
reorganized, merged or consolidated company's then
outstanding voting securities, or a liquidation or
dissolution of the Company or of the sale of all or
substantially all of the assets of the Company.
12.6 Company Intent. The Company intends that the Plan comply
in all respects with Rule 16b-3 under the Act, and any ambiguities
or inconsistencies in the construction of the Plan shall be
interpreted to give effect to such intention.
12.7 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required.
12.8 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the Company's
stockholders at the 1995 annual stockholders' meeting.
12.9 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Delaware.