Exhibit 10.1
PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS
Notice to Optionee:
You are the holder of options which were previously exercisable for shares
of International Home Foods, Inc. common stock. Options representing one-half of
the economic value of your options were canceled and cashed out by ConAgra in
connection with its acquisition of International Home Foods on August 24, 2000.
ConAgra assumed your options that were not canceled and cashed out. Those
options are now exercisable for shares of ConAgra common stock.
Each option to purchase shares of International Home Foods common stock
assumed by ConAgra has been adjusted so that the holder is entitled to purchase:
(a) a number of shares of ConAgra common stock equal to 1.09384
multiplied by the number of shares of International Home Foods common
stock which were previously subject to the option and not cashed out;
(b) at an exercise price determined by dividing the exercise price of
your options prior to the merger by 1.09384.
For example, an International Home Foods stock option to purchase 50
shares, which is assumed by ConAgra and not canceled and cashed out, at an
option price of $12.00 per share, would be converted to 54 shares at an option
price of $10.97 per share. The ConAgra common stock you will receive upon
exercise of options will be delivered in whole shares. You will receive cash in
lieu of a fractional share of ConAgra common stock that you would otherwise
receive upon the exercise of options based on the closing price of the ConAgra
common stock on the trading day immediately prior to the day you exercise your
options.
All of your International Home Foods options assumed by ConAgra are now
fully vested and exercisable, notwithstanding any prior vesting schedule. The
expiration date(s) and other terms of your option(s) which were assumed by
ConAgra remain unchanged. For tax purposes, the status of your option(s) has not
changed.
