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EXHIBIT 10.1
CONAGRA 2000 STOCK PLAN
NAME AND PURPOSE
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1.1 NAME. The name of the plan shall be the ConAgra 2000 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
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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 granted under
the Plan, 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 "non-employee director" 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.
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EXHIBIT 10.1
(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 2000 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 in lieu of cash salary or bonuses otherwise payable to the
Participant and stock issued for service awards and other similar
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.
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EXHIBIT 10.1
SECTION 3
ELIGIBILITY AND PARTICIPATION
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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
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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
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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 30,000,000 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. A maximum of 10% of shares of Stock
available for issuance under the Plan may be issued as Restricted Stock and
Stock Bonuses.
5.2 CANCELLED, TERMINATED, FORFEITED OR SURRENDERED 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. In the event that any Award is
exercised through the delivery of Stock or in the event that withholding tax
liabilities arising from such Award are satisfied by the withholding of Stock
by the Company, the number of shares available for Awards under the Plan
shall be increased by the number of shares so surrendered or withheld.
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,
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EXHIBIT 10.1
consolidation, combination, spin-off, distribution of assets to stockholders,
exchange of shares, or other similar corporate transaction or event, (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, shall 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
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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. Options may also
be granted in replacement of or upon assumption of options previously issued
by companies acquired by the Company by merger or stock purchase, and any
options so replaced or assumed may have the same terms including exercise
price as the options so replaced or assumed.
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) by tendering, by either
actual delivery of shares or by attestation, shares of 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. The Committee may permit a Participant to elect to pay the
exercise price upon the exercise of an Option by irrevocably authorizing a
third party to sell shares of stock (or a sufficient portion of the shares)
acquired upon the exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire exercise price and
any required tax withholding resulting from such exercise.
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EXHIBIT 10.1
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.
SECTION 7
DIRECTOR AWARDS
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7.1 AMOUNT OF AWARD. Each Eligible Director shall receive annually
(i) a grant of a Nonstatutory Stock Option for 9,000 shares of Stock and (ii)
a grant of 1,800 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
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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
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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.
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EXHIBIT 10.1
SECTION 10
STOCK BONUSES
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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.
Such stock bonuses shall only be granted in lieu of cash compensation
otherwise payable to an employee.
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
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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 written 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) change the minimum exercise price for stock
options as provided in Section 6.2, in each case without the approval of a
majority of the outstanding shares of Stock entitled to vote thereon. 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, without the written consent of the
Employee or Eligible Director.
11.2 TERMINATION OF PLAN. No further Options shall be granted under
the Plan subsequent to September 30, 2010, or such earlier date as may be
determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
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12.1 NONTRANSFERABILITY OF AWARDS. Except as otherwise provided by
the Committee, 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.
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.
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EXHIBIT 10.1
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 any acquisition or holding by (i) the Company or its
subsidiaries (ii) 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, in which the
Company is not the surviving entity and 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 AGREEMENTS WITH COMPANY. An Award under the Plan shall be
subject to such terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe. The terms and conditions of
any Award to any Participant shall be reflected in such form of written
document as is determined by the Committee or its designee.
12.7 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.
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EXHIBIT 10.1
12.8 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.
12.9 EFFECTIVE DATE. The Plan shall be effective upon its adoption by
the Board subject to approval by the Company's stockholders at the 2000
annual stockholders' meeting.
12.10 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
Delaware.
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