SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[XX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CONAGRA, INC.
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(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): _________________________
4) Proposed maximum aggregate value of transaction: ________________________
5) Total fee paid: _________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its filing.
1) Amount Previously Paid:______________________________________________
2) Form, Schedule or Registration Statement No.:________________________
3) Filing Party:________________________________________________________
4) Date Filed:__________________________________________________________
<PAGE>
CONAGRA PROXY STATEMENT
for
September 28, 2000
Annual Stockholders' Meeting
of ConAgra, Inc.
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
Bruce Rohde
Chairman and
Chief Executive Officer
Dear Stockholder:
It's our pleasure to invite you to ConAgra's Annual Meeting of Stockholders
in Omaha on September 28, 2000. In the following pages you'll find information
about the meeting plus a Proxy Statement.
A brief reception will precede the meeting and management presentation,
followed by a question and answer session for stockholders.
If you can't be with us in person, please be sure to vote your shares by
proxy. Just mark, sign and date the enclosed proxy card and return it in the
postage-paid envelope. Stockholders may also vote by telephone or via the
Internet.
Your prompt response will help your Company avoid additional solicitation
costs. In person or by proxy, your vote is important. Thank you!
Sincerely,
/s/ Bruce Rohde
Bruce Rohde
August 25, 2000
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Phone: (402) 595-4000
James P. O'Donnell
Executive Vice President, CFO
and Corporate Secretary
To ConAgra Stockholders:
ConAgra's Annual Stockholders' Meeting will be held on Thursday, September
28, 2000 at the Omaha Civic Auditorium Music Hall, 1804 Capitol Avenue, Omaha,
Nebraska. The meeting will begin promptly at 1:30 p.m.
Matters to be voted on at the meeting are:
o Elect directors.
o Approve independent accountants for fiscal 2001.
o Approve the ConAgra 2000 Stock Plan.
o Approve name change to "ConAgra Foods, Inc."
Stockholders of record as of the close of business on July 31, 2000 are
eligible to vote at the Annual Stockholders' Meeting.
It's important that your shares be represented whether or not you plan to
attend. You may vote by marking, signing and dating the enclosed proxy card and
returning it in the postage paid envelope. Stockholders may also vote by
telephone or via the Internet. If you attend the meeting, you may withdraw your
proxy at that time and vote your shares in person.
By order of the Board of Directors.
/s/ James P. O'Donnell
James P. O'Donnell
August 25, 2000
<PAGE>
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
PROXY STATEMENT
Annual Meeting of Stockholders to be held September 28, 2000
Proxy Solicitation by the Board of Directors
This statement is furnished in connection with the Annual Meeting of
Stockholders to be held at the Omaha Civic Auditorium Music Hall, 1804 Capitol
Avenue, Omaha, Nebraska. The meeting will begin promptly at 1:30 p.m. on
September 28, 2000. Stockholders of record at the close of business on July 31,
2000 will be entitled to vote at the meeting.
PROXIES
Your vote is very important. For this reason, the Board of Directors is
requesting that you use the enclosed proxy card to vote your shares. If the
accompanying proxy is executed, the shares represented by the proxy will be
voted as specified. You may also vote your shares by delivering your proxy by
telephone or via the Internet. The Company may retain a proxy solicitor to
assist in the solicitation of proxies, for which the Company would pay usual and
customary fees. This Proxy Statement is being mailed to stockholders on or about
August 25, 2000.
If a broker, bank or other nominee holds your Common Stock, you will receive
instructions from them that you must follow in order to have your shares voted.
If you hold certificate(s) in your own name as a holder of record, you may vote
your Common Stock by signing, dating and mailing the proxy card in the postage
paid envelope provided. Of course, you can always come to the meeting and vote
your shares in person.
You may revoke the proxy before the meeting, whether delivered by telephone,
Internet or through the mail, by using the telephone voting procedures, the
Internet voting procedures or by mailing a signed instrument revoking the proxy
to: James P. O'Donnell, Corporate Secretary, ConAgra, Inc., One ConAgra Drive,
Omaha, Nebraska, 68102; to be effective, a mailed revocation must be received by
the Secretary on or before September 27, 2000. A stockholder may attend the
meeting in person, withdraw the proxy and vote in person.
VOTING SECURITIES
The Company at July 31, 2000 had issued and outstanding 492,326,241 voting
shares of Common Stock. Each share of Common Stock is entitled to one vote.
There were no shares of Preferred Stock outstanding at July 31, 2000.
The presence of a majority of the outstanding Common Stock represented in
person or by proxy at the meeting will constitute a quorum. Shares represented
by proxies that are marked "abstain" will be counted as shares present for
purposes of determining the presence of a quorum. Proxies relating to "street
name" shares that are voted by brokers on some matters will be treated as shares
present for purposes of determining the presence of a quorum, but will not be
treated as shares entitled to vote at the annual meeting on those matters as to
which authority to vote is withheld by the broker ("broker non-votes").
The three nominees receiving the highest vote totals will be elected as
Directors of ConAgra. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election of Directors.
The approval of the proposed amendment to the Certificate of Incorporation
to change ConAgra's name requires the affirmative vote of a majority of the
shares entitled to vote. An abstention and a broker non-vote will have the same
effect as a negative vote. All other matters to be voted on will be decided by
the affirmative vote of a majority of the shares present or represented by proxy
at the meeting and entitled to vote. On any such matter, an abstention will have
the same effect as a negative vote. A broker non-vote will not be counted as an
affirmative vote or a negative vote because shares held by brokers will not be
considered entitled to vote on matters as to which the brokers withhold
authority.
<PAGE>
VOTING SECURITIES AND OWNERSHIP BY
CERTAIN BENEFICIAL OWNERS
No stockholder is known by the Company to beneficially own more than 5% of
the Company's outstanding Common Stock as of July 31, 2000.
VOTING SECURITIES OWNED
BY EXECUTIVE OFFICERS AND DIRECTORS
The following table shows certain information on ConAgra's Common Stock
beneficially owned by directors and the executive officers named in the summary
compensation table as of July 31, 2000. No director or executive officer
beneficially owned 1% or more of ConAgra's Common Stock. The directors and all
executive officers as a group beneficially owned 1.0% of ConAgra's outstanding
Common Stock. The shares shown as beneficially owned include shares which
executive officers and directors are entitled to acquire pursuant to outstanding
stock options exercisable within sixty days of July 31, 2000.
BENEFICIAL
NAME TITLE OF CLASS OWNERSHIP (1)
---- -------------- -------------
Mogens C. Bay Common Stock 42,400
Charles M. Harper Common Stock 2,455,630
Robert A. Krane Common Stock 107,612
Carl E. Reichardt Common Stock 85,600
Bruce Rohde Common Stock 631,056
Ronald W. Roskens Common Stock 76,200
Marjorie M. Scardino Common Stock 69,453
Walter Scott, Jr. Common Stock 202,500
Kenneth E. Stinson Common Stock 46,400
Clayton K. Yeutter Common Stock 77,700
Kenneth W. Gerhardt Common Stock 101,750
Dwight J. Goslee Common Stock 218,819
Owen C. Johnson Common Stock 80,912
Thomas L. Manuel Common Stock 761,705
James P. O'Donnell Common Stock 273,224
Directors and Executive
Officers as a Group Common Stock 4,685,899
(20 Persons)
(1) Shares reported include shares owned by spouses of directors; 45,000 common
shares owned by a charitable foundation for which Mr. Scott is a trustee and
disclaims beneficial ownership; and 1,678,954 common shares which directors and
executive officers are entitled to acquire pursuant to stock options exercisable
within sixty days of July 31, 2000.
<PAGE>
ITEM 1: BOARD OF DIRECTORS AND ELECTION
The Company's Board of Directors is presently composed of ten members,
divided into three classes. Each class serves for three years on a
staggered-term basis. Three directors are to be elected at the 2000 stockholders
meeting. The Board of Directors' nominees to positions on the Board expiring in
September 2003 are: Robert A. Krane, Bruce Rohde and Walter Scott, Jr.
The following paragraphs set forth the principal occupation of each director
for the last five years, other positions each has held, the date each was first
elected a director of the Company, the date each director's term expires, and
the age of each director. Directors who are nominees for election at the 2000
Annual Stockholders' Meeting are listed first.
ROBERT A. KRANE - Nominee -- Denver, Colorado.
Consultant, KRA, Inc. from September 1990 to 1998; President, Chief Executive
Officer and Director of Central Bancorporation, Inc. from June 1988 until
January 1990; President, COO and Director of Central Bancorporation, 1986 to
1988; Vice Chairman and Director of Norwest Corporation, 1982 to 1985; President
and Director of Norwest Corporation, 1981 to 1982. Mr. Krane has been a director
since 7/20/82. His current term expires 9/28/00. He is 66 years of age.
BRUCE ROHDE - Nominee -- Omaha, Nebraska.
President of ConAgra since August 1996, Chief Executive Officer of ConAgra since
September 1997 and Chairman of the Board of ConAgra since September 1998.
President of McGrath, North, Mullin & Kratz, PC from 1984 to August 1996.
Director of Valmont Industries, Inc. Mr. Rohde has been a director since
8/26/96. His current term expires 9/28/00. He is 51 years of age.
WALTER SCOTT, JR. - Nominee -- Omaha, Nebraska.
Chairman of the Board of Level 3 Communications, Inc. (communications and
information services); Chairman Emeritus of Peter Kiewit Sons', Inc.
(construction and mining). Director of Berkshire Hathaway, Inc., Burlington
Resources, Inc., MidAmerican Energy Holdings Company, Commonwealth Telephone
Enterprises, Inc., RCN Corporation, and Valmont Industries, Inc. Mr. Scott has
been a director since 12/5/86. His current term expires 9/28/00. He is 69
years of age.
The following directors serve for terms that expire after 2000:
MOGENS C. BAY -- Omaha, Nebraska.
Chairman and Chief Executive Officer of Valmont Industries, Inc. (products for
water management and infrastructure) since January 1997; Director, President and
CEO of Valmont Industries Inc. from 1993 to December 1996. Director of Peter
Kiewit Sons', Inc. Mr. Bay has been a director since 12/12/96. His current term
expires 9/27/01. He is 51 years of age.
CHARLES M. HARPER - Omaha, Nebraska.
Chief Executive Officer, RJR Nabisco Holdings Corp. from June 1993 to December
1995; Chairman RJR Nabisco Holdings Corp. from June 1993 to May 1996. Chairman
of the Board of Directors of ConAgra from 1981 until May 1993; Chief Executive
Officer of ConAgra from 1976 until September 1992. Mr. Harper has been a
director since 8/13/75. His current term expires 9/27/01. He is 72 years of age.
CARL E. REICHARDT -- San Francisco, California.
Retired Chairman of the Board of Directors and Chief Executive Officer of Wells
Fargo & Company and Wells Fargo Bank. Director of HCA-The Healthcare Company,
Ford Motor Co., PG&E Corporation, HSBC Holdings, plc., McKesson HBOC, Inc. and
Newhall Management Corporation. Mr. Reichardt has been a director since 3/1/93.
His current term expires 9/27/01. He is 69 years of age.
RONALD W. ROSKENS -- Omaha, Nebraska.
President of Global Connections, Inc. (international business consulting). Head
of U. S. Agency for International Development from 1990 until December 1992.
President of University of Nebraska from 1977 to 1989. Mr. Roskens has been a
director since 12/3/92. His current term expires 9/26/02. He is 67 years of age.
MARJORIE M. SCARDINO -- London, England.
Chief Executive Officer of Pearson, plc (international media company) since
January 1997; Chief Executive of The Economist Newspaper, Ltd. from April 1993
to January 1997. Director, America Online, Inc. Mrs. Scardino has been a
director since 6/1/94. Her current term expires 9/27/01. She is 53 years of age.
KENNETH E. STINSON -- Omaha, Nebraska.
Chairman and Chief Executive Officer of Peter Kiewit Sons', Inc. (construction
and mining). Director, Valmont Industries, Inc. and Level 3 Communications, Inc.
Mr. Stinson has been a director since 12/12/96. His current term expires
9/26/02. He is 57 years of age.
CLAYTON K. YEUTTER- Scottsdale, Arizona.
Of counsel with the Washington, DC law firm of Hogan & Hartson since February
1993; Counselor to the President of the United States for Domestic Policy in
1992; US Secretary of Agriculture from February 1989 until February 1991; and
former US Trade Representative. Director of Oppenheimer Funds, Texas
Instruments, Caterpillar, FMC, Zurich Financial Services, and Weyerhaeuser Co.
Mr. Yeutter has been a director since 12/3/92. His current term expires 9/26/02.
He is 69 years of age.
It is intended that proxies will be voted "FOR" the election of the
above-indicated nominees. In case any nominee shall become unavailable for
election to the Board of Directors for any reason not presently known or
contemplated, the proxy holders will have discretionary authority in that
instance to vote the proxies for a substitute.
DIRECTORS' MEETINGS AND COMPENSATION
The Board of Directors meets on a regularly scheduled basis. During fiscal
2000, the Board met on six occasions. Each director attended at least 75% of the
total number of meetings of the Board and the Committees on which the director
served.
The Board of Directors has assigned certain responsibilities to committees.
The Audit Committee reviews (1) the financial statements of the Company, (2) the
scope, planning and reports from the independent auditors concerning the annual
audit, (3) the independence and performance of the independent auditors and
internal auditing department and (4) the compliance by the Company with legal
and regulatory requirements. The Audit Committee met five times during fiscal
2000. Current members of the Audit Committee are Robert A. Krane (Chairman),
Mogens C. Bay and Kenneth E. Stinson.
The Corporate Affairs Committee advises ConAgra management on external
factors and relationships affecting the Company's objectives and strategies.
Focus areas include economics, government, regulation, sustainable development,
community affairs and stockholder relations. During fiscal 2000, the Corporate
Affairs Committee met five times. Current members of the Corporate Affairs
Committee are Ronald W. Roskens (Chairman) and Marjorie M. Scardino.
The Human Resources Committee reviews and approves the compensation of
employees above a certain position level, reviews proposals relating to
incentive compensation and benefit plans and administers compensation plans
presently in effect. During fiscal 2000, the Human Resources Committee met five
times. Current members of the Human Resources Committee are Carl E. Reichardt
(Chairman), Walter Scott, Jr. and Clayton K. Yeutter.
The Executive Committee generally has authority to act on behalf of the
Board of Directors between meetings. The Executive Committee met two times
during fiscal 2000. Current members of the Executive Committee are Bruce Rohde
(Chairman), Charles M. Harper, Carl E. Reichardt and Walter Scott, Jr.
The Company does not have a standing Nominating Committee.
For their services on the Board, non-employee directors were paid $40,000
per year for the past fiscal year. The Chairmen of the Human Resources, Audit
and Corporate Affairs Committees each receive an additional $15,000 per year in
compensation. Each non-employee director receives $1,000 per meeting attended.
Each non-employee director receives without cost a grant of 1,800 shares of
ConAgra Common Stock per year under the ConAgra 1995 Stock Plan. Non-employee
directors also receive an annual grant of non-statutory options exercisable at
fair market value on date of grant to acquire 9,000 shares of ConAgra Common
Stock under the ConAgra 1995 Stock Plan.
All directors of ConAgra are eligible to participate in the Directors'
Charitable Award Program, in which each director is entitled to name one or more
tax-exempt organizations to which ConAgra will contribute an aggregate of $1
million in four equal annual installments upon the death of the director. A
director is vested in the Program upon completion of three years of service as a
director or upon the death, disability or mandatory retirement of such director.
ConAgra maintains insurance on the lives of its directors to fund the Program.
Directors derive no personal financial benefit from the Program since any
insurance proceeds and the tax-deductible donations accrue solely to the benefit
of ConAgra.
ConAgra and Mr. Harper are parties to a deferred compensation agreement
dated March 15, 1976, which provided that $25,000 was accrued for each year of
Mr. Harper's employment and is being paid to Mr. Harper in a series of
installments following his termination of employment on May 30, 1993. Pursuant
to the agreement, interest is accrued on the balance due at the rate of 8% per
annum.
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by ConAgra
for services rendered during fiscal years 2000, 1999 and 1998 for the Chief
Executive Officer and the next five highest compensated executive officers of
ConAgra.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Annual Compensation Long-Term Compensation
Name/ Restricted Option LTIP All Other
Principal Position Fiscal Salary Bonus Stock Awards Grants Payouts Compensation
Year ($) ($) (1) (4) ($) (4) (#) (4) ($) (2) ($)
Bruce Rohde 2000 950,705 2,440,000 0 225,840 1,185,660 103,588
Chairman 1999 950,437 923,700 0 150,042 831,027 58,587
Chief Executive 1998 915,227 183,000 0 240,000 1,495,200 34,934
Officer & President
Thomas L. Manuel 2000 601,070 300,000 0 0 395,220 29,084
President & Chief 1999 600,355 300,000 0 50,014 277,009 29,376
Operating Officer 1998 498,912 498,900 0 16,232 498,400 32,524
ConAgra Trading
and Processing Cos.
James P. O'Donnell 2000 405,366 404,330 0 75,280 395,220 26,031
Executive Vice 1999 346,618 125,200 0 50,014 277,009 16,431
President, Chief 1998 318,500 71,500 0 8,116 498,400 14,291
Financial Officer,
Secretary
Owen C. Johnson (3) 2000 360,929 370,900 0 37,640 197,610 23,202
Senior Vice President 1999 289,711 202,800 1,035,000 65,192 138,505 15,974
Human Resources and
Administration
Dwight J. Goslee 2000 350,925 363,380 0 37,640 197,610 22,459
Senior Vice President 1999 277,115 100,100 0 50,007 138,505 11,937
Mergers and 1998 257,115 57,700 0 8,116 249,200 9,444
Acquisitions
Kenneth W. Gerhardt (3) 2000 329,419 372,200 0 37,640 197,610 22,368
Senior Vice President, 1999 300,167 210,000 0 25,012 138,505 16,198
Chief Information
Officer
</TABLE>
(1) Mr. Johnson received a restricted stock award of 40,000 shares on July 10,
1998 in connection with his hiring, which vest 100% on June 22, 2003 and
immediately upon death, total disability or change of control. Under ConAgra's
long-term senior management incentive program, certain awards are made in
restricted stock equivalent units (see footnote 4 below). The executive receives
dividends paid on the restricted stock and equivalent units. At the end of
fiscal 2000, the aggregate restricted (unvested) stock and / or equivalent
holdings (including the fiscal 2000 awards reflected in footnote 4), valued at
the closing price on ConAgra common stock at May 28, 2000 without giving effect
to the diminution of value attributable to the restrictions on such stock or
units were: Mr. Rohde - $5,012,358 (224,016 shares/units); Mr. Manuel -
$4,691,344 (209,669 shares/units); Mr. O'Donnell - $827,070 (36,964
shares/units); Mr. Johnson - $1,218,498 (54,458 shares/units); Mr. Goslee -
$484,106 (21,636 shares/units); and Mr. Gerhardt - $1,453,256 (64,950
shares/units).
(2) Amounts represent contributions by ConAgra to its qualified and nonqualified
401(k) plans plus the dollar value for term life insurance premiums. Fiscal year
2000 life premium values are as follows: Mr. Rohde, $1,888; Mr. Manuel, $2,084;
Mr. O'Donnell, $1,618; Mr. Johnson, $1,475; Mr. Goslee, $1,058; and Mr.
Gerhardt, $1,221.
(3) Mr. Johnson became an executive officer on July 10, 1998. Mr. Gerhardt
became an executive officer on September 24, 1998.
(4) Prior to fiscal 1999, awards under ConAgra's long-term senior management
incentive program were generally paid 50% in restricted stock and 50% in cash
(and reported in the restricted stock awards and LTIP payout column). Beginning
in fiscal 1999, an amount equal to approximately 50% of the award is paid in
restricted stock equivalent units, and in lieu of cash a separate grant of stock
options is made (exercisable at the market price on the date of grant) equal to
four times the number of restricted stock units. The options are issued
following the end of the fiscal year in which earned (July 2000 for fiscal 2000
grants) but are based on services performed in the completed fiscal year and are
therefore reported above and in the Option Grant Table as fiscal 2000 grants.
For fiscal 1999 and 2000, long-term senior management incentive program awards
are reflected above in the LTIP payout column (for the value of restricted stock
equivalent units) and in the option grants column, and reporting of the awards
for fiscal 1998 has been conformed to this reporting.
The following table sets forth information on grants of stock options during
the last fiscal year to the executive officers named in the Summary Compensation
Table. No stock appreciation rights were granted during fiscal 2000.
OPTION GRANTS FOR FISCAL YEAR 2000
<TABLE>
<CAPTION>
Individual Grants Grant Date Value
--------------------------------------------------------------------------------------------- -------------------
<S> <C> <C> <C> <C> <C>
% of Total
Options Option Grants Per Share Grant Date Present
Granted To Employees Exercise Expiration Value
In Fiscal 2000 Price ($) Date ($) (2)
------------------------------ ------------ ------------------ -------------- --------------- -------------------
Bruce Rohde (1) 225,840 4.5% 21.00 07/13/2010 1,402,466
------------------------------ ------------ ------------------ -------------- --------------- -------------------
Thomas L. Manuel (1) 0 N/A N/A N/A N/A
------------------------------ ------------ ------------------ -------------- --------------- -------------------
James P. O'Donnell (1) 75,280 1.5% 21.00 07/13/2010 467,489
------------------------------ ------------ ------------------ -------------- --------------- -------------------
Owen C. Johnson (1) 37,640 .7% 21.00 07/13/2010 233,744
------------------------------ ------------ ------------------ -------------- --------------- -------------------
Dwight J. Goslee (1) 37,640 .7% 21.00 07/13/2010 233,744
------------------------------ ------------ ------------------ -------------- --------------- -------------------
Kenneth W. Gerhardt (1) 37,640 .7% 21.00 07/13/2010 233,744
------------------------------ ------------ ------------------ -------------- --------------- -------------------
</TABLE>
(1) These options were granted on July 14, 2000 at the then fair market price of
ConAgra's common stock. The options become excercisable in 20% annual
installments commencing May 27, 2001 and become immediately exercisable upon
death, change in control of the company (as defined in the Stock Plan) or
retirement. Shares acquired on exercise of the options are restricted for one
year in case of voluntary termination and in certain involuntary termination
situations as determined by the Human Resources Committee. These options were
granted in July 2000 (fiscal 2001), but were awarded based upon fiscal 2000
performance and therefore are shown with fiscal 2000 compensation information.
Certain options granted in July 1999 were based on fiscal 1999 results and were
reported in the 1999 proxy statement.
(2) The estimated grant date present value reflected in the above table is
determined pursuant to SEC regulations using the Black-Scholes model. The
material assumptions and adjustments incorporated in the Black-Scholes model in
estimating the value of the option grants reflected in the above table include
the following: (1) exercise price on the options ($21.00) equal to the fair
market value of the underlying stock on the date of grant; (2) expected option
life of six years; (3) dividend yield 2.2%; (4) risk-free interest rate of
6.33%; (5) expected volatility of 20.6%. The ultimate values of the option will
depend on the future market price of the Company's common stock, which cannot be
forecast with reasonable accuracy. The actual value, if any, an optionee will
realize upon exercise of an option will depend on the excess of the market value
of the Company's Common Stock over the exercise price on the date the option is
exercised.
<PAGE>
The following table sets forth information on aggregate option exercises in
the last fiscal year and information with respect to the value of unexercised
options to purchase ConAgra's Common Stock for the executive officers named in
the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND FY-END OPTION VALUES
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Unexercised Options Value of Unexercised
Held at FY-End In-the-Money Options
(#) (3) At FY-End ($) (2)
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Shares
Acquired Value Realized
On Exercise ($) (1) Exercisable Unexercisable Exercisable Unexercisable
(#) ($) ($)
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Bruce Rohde 0 0 339,785 250,257 0 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Thomas L. Manuel 0 0 92,273 48,065 538,662 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
James P. O'Donnell 15,750 233,624 133,769 43,077 1,249,501 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Owen C. Johnson 0 0 22,308 43,154 0 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Dwight J. Goslee 13,500 198,562 105,515 39,034 923,738 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
Kenneth W. Gerhardt 0 0 35,966 39,046 0 0
----------------------- --------------- -------------- --------------- ---------------- -------------- -----------------
</TABLE>
(1) Value realized is the difference between the closing price of ConAgra's
common stock at the time of exercise and the exercise price of the options
multiplied by the number of shares.
(2) Value shown is the difference between the closing price of ConAgra's common
stock on the last trading day of fiscal 2000 and the exercise price of
in-the-money options multiplied by the number of shares subject to in-the-money
options.
(3) Does not include options granted in fiscal 2001 based upon fiscal 2000
service. Such options were not outstanding at fiscal 2000 year end.
<PAGE>
The following table provides information concerning participation units
approved for the executive officers named in the Summary Compensation Table
under the long-term senior management incentive program by the Human Resources
Committee. The program is an incentive to management to increase earnings per
share after tax a minimum of 5% per year compounded from a five-year average
earnings base lagged five years. The participants are eligible to share in an
award pool capped at 8% of the excess after-tax earnings over and above the
described compound growth rate. Beginning with the fiscal year 1999, payouts are
made in restricted share equivalent units and stock options. The target award
reflected below is based on a Human Resources Committee approved growth rate
over the base year, with awards at target levels for double-digit earnings
growth.
LONG-TERM INCENTIVE AWARDS
<TABLE>
<CAPTION>
Estimated Future Payouts
------------------------- ------------------- ------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
Performance or
Number of other Period Until
Shares, Units or Maturation or Threshold Target Maximum
Other Rights Payout (#) (#) (#)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Bruce Rohde 12 (1) 0 62,700 (1) N/A
313,500 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Thomas L. Manuel 0 N/A N/A N/A N/A
N/A
------------------------- ------------------- ------------------- ------------- -------------------- --------------
James P. O'Donnell 4 (1) 0 20,900 (1) N/A
83,600 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Owen C. Johnson 3 (1) 0 15,675 (1) N/A
62,700 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Dwight J. Goslee 2 (1) 0 10,450 (1) N/A
41,800 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
Kenneth W. Gerhardt 2 (1) 0 10,450 (1) N/A
41,800 (2)
------------------------- ------------------- ------------------- ------------- -------------------- --------------
</TABLE>
(1) Amount represents the target number of the share equivalent units under the
program and is dependent on both earnings and stock price. See description
above. Any share equivalent units issued under the program are restricted and
will be issued under ConAgra stock plans. The participants receive common stock
dividends on the share equivalents. The share equivalent units vest on the fifth
anniversary of issuance, or earlier upon death, normal retirement, or
change-in-control. If a participant terminates employment, the share equivalent
units vest 20% per year of employment post-issuance, unless the termination was
for cause. Vested units are paid in shares of common stock.
(2) Amount represents the target number of non-qualified stock options which may
be issued in connection with the incentive program and are dependent on both
earnings and stock price. Such options will be issued under ConAgra stock plans.
Any options issued will be exercisable at the market price of ConAgra's common
stock on the date of grant.
<PAGE>
BENEFIT PLANS AND RETIREMENT PROGRAMS
ConAgra maintains a non-contributory defined benefit pension plan for all
eligible employees. Certain ConAgra employees, including executive officers,
participate in a supplemental retirement plan designed to provide pension
benefits to which such persons would be entitled, but for the limit on the
maximum annual benefits payable under the Employee Retirement Income Security
Act of 1974 and the limit under the Internal Revenue Code on the maximum amount
of compensation which may be taken into account under ConAgra's basic defined
benefit pension plan.
The following table shows typical annual benefits computed on the basis of a
straight life annuity payable on a combined basis under the basic pension
program and the supplemental retirement plan, based upon retirement in 2000 at
age 65, to persons in specified remuneration and credited years-of-service
classifications. Annual retirement benefits set forth below are not subject to
reduction for social security or other offset amounts.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Credited Years of Service
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Final Average
Remuneration 10 15 20 25 30 35 40
---------------------- -------------- --------------- -------------- -------------- -------------- -------------- --------------
$50,000 $5,700 $8,500 $11,300 $14,100 $17,000 $19,800 $22,600
100,000 12,900 19,300 25,700 32,100 38,600 45,000 51,400
150,000 20,100 30,100 40,100 50,100 60,200 70,200 80,200
200,000 27,300 40,900 54,500 68,100 81,800 95,400 109,000
250,000 34,500 51,700 68,900 86,100 103,400 120,600 137,800
500,000 70,500 105,700 140,900 176,100 211,400 246,600 281,800
1,000,000 142,500 213,700 284,900 356,100 427,400 498,600 569,800
1,500,000 214,500 321,700 428,900 536,100 643,400 750,600 857,800
2,000,000 286,500 429,700 572,900 716,100 859,400 1,002,600 1,145,800
2,500,000 358,500 537,700 716,900 896,100 1,075,400 1,254,600 1,433,800
3,000,000 430,500 645,700 860,900 1,076,100 1,291,400 1,506,600 1,721,800
3,500,000 502,500 753,700 1,004,900 1,256,100 1,507,400 1,758,600 2,009,800
4,000,000 574,500 861,700 1,148,900 1,436,100 1,723,400 2,010,600 2,297,800
</TABLE>
Benefits under these plans are based on credited years of service and final
average remuneration (generally the highest five consecutive years of
compensation out of the last ten years of service for ConAgra). Covered
compensation includes salary and bonus. As of May 28, 2000, the named executive
officers who participate in the defined benefit pension plan had the following
credited years of service: Mr. Rohde, 11 years; Mr. Manuel, 23 years; Mr.
O'Donnell, 22 years; Mr. Johnson, 1 year; Mr. Goslee, 15 years; and Mr.
Gerhardt, 2 years.
ConAgra has conditional employment agreements with certain of its officers,
including all executive officers named in the summary compensation table. The
employment agreements require the individuals to support the position of the
Board of Directors with respect to any event by which another entity would
acquire effective control of ConAgra (as defined in the agreements) through a
tender offer or otherwise. In consideration of this promise, ConAgra agrees to
employ the individual for three years after the event by which another entity
acquires effective control of ConAgra. During that three year period, the
individual would receive annually an amount not less than the individual's
current annual compensation, plus the greater of (i) the individual's maximum
allowable short-term incentive compensation (as defined in the agreement) or
(ii) the individual's highest short-term incentive award during the prior three
fiscal years, and plus an amount equal to the individual's highest per unit
award under the long-term compensation plan made during the three fiscal years
immediately preceding such acquisition of control multiplied by the number of
participation units for the current fiscal year. In addition, the individual
would be entitled to those retirement benefits receivable had the individual
worked to normal retirement age.
ConAgra must satisfy this obligation through a trust payable to the employee
beginning at retirement age. If the employee is involuntarily terminated or
constructively terminated (as defined in the agreements), during the three year
employment period, ConAgra is required to pay the individual the amount of
annual and incentive compensation described above for any remainder of the three
year period plus a full year's compensation and maximum incentive payments, and
shall also be obligated to provide the described retirement benefits through a
trust.
<PAGE>
In addition, the employee shall receive an amount equal to the difference
between the highest tender offer price by the acquiring entity over the closing
price of ConAgra Common Stock on the date of termination, multiplied by the
number of ConAgra shares owned by the employee on the date of termination
(including for this purpose, options granted under Stock Plans.) If the employee
voluntarily terminates during the three-year period, ConAgra remains obligated
to make the previously described retirement payments and the payments described
in the preceding sentence. ConAgra is also required to make a gross-up payment
to the employee if any payment to the employee is subject to an excise tax under
Section 4999 of the Internal Revenue Code.
ConAgra adopted in 1989 the ConAgra Incentives and Deferred Compensation
Change in Control Plan. Under this plan, in the event of a change in control of
ConAgra (as defined in the plan), all benefits, payments and deferred
compensation under ConAgra's various incentive, bonus, deferred compensation and
similar arrangements, for all employees participating under the applicable
plans, become immediately non-forfeitable. In addition, a participant under any
of the plans who is terminated after a change in control shall receive a pro
rata benefit based on the portion of the year for which the participant was
employed.
ConAgra and Mr. Rohde are parties to an employment agreement effective
August 26, 1996. Mr. Rohde receives as compensation (1) a base salary of not
less than $750,000 per annum, (2) participation in ConAgra's Executive Annual
Incentive Plan with a target bonus of not less than 80% of base salary and (3)
participation in the Long-Term Senior Management Incentive Program. Mr. Rohde
received on August 26, 1996 an award of 200,000 (post-1997 stock split)
restricted shares vesting at the rate of 10% per year and an option to acquire
200,000 (post-1997 stock split) shares of stock exercisable at fair market value
on the date of grant and vesting at the rate of 20% per annum. If Mr. Rohde is
terminated without cause or voluntarily terminates with good reason (all as
defined in the employment agreement), his then current base salary continues for
a period of 24 months and all options and restricted shares immediately vest.
The options and restricted shares also vest upon death or permanent disability.
The employment agreement imposes certain noncompetition and confidentiality
agreements on Mr. Rohde.
HUMAN RESOURCES COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
ConAgra's executive compensation plans are administered by the Human
Resources Committee of the Board of Directors (the "Committee"). The Committee
is composed of non-employee directors. The Committee has the responsibility to
establish, review and change the compensation programs for ConAgra's executive
officers.
ConAgra's Compensation Philosophy
ConAgra's compensation philosophy has been consistent for many years. The
Committee established ConAgra's long-term executive compensation plans with a
view that benefits payable under short-term incentive plans are geared to
performance in the current fiscal year, while benefits payable under the
long-term incentive plans are designed to incent executives for measured
performance over time.
The Committee believes that ConAgra's executives should hold a significant
ownership in ConAgra Common Stock. Such stock ownership is expected to result in
executive decision-making, which is in the best long-term interests of ConAgra
and its stockholders. The Committee has structured ConAgra's long-term
incentives to be totally stock-based.
ConAgra's executive compensation consists of three components: base salary,
short-term incentives and long-term incentives. The Committee approved and
administered the executive compensation programs within each of these components
during fiscal 2000.
The Committee has reviewed ConAgra's compensation plans in light of Internal
Revenue Code provisions relating to the disallowance of deductions for
nonperformance-based remuneration in excess of $1,000,000 to certain executive
officers. The Committee intends to structure ConAgra's executive compensation
plans so that payments thereunder will generally be fully deductible. However,
ConAgra may occasionally grant restricted shares or compensation in excess of
$1,000,000 for specific reasons which would not qualify as deductible
performance-based remuneration.
Base Salary
The Committee establishes the salary ranges for executive positions in
relation to the median pay for similar positions in the food industry. The base
salary for each executive officer is established based on individual performance
and contribution to the profitability of ConAgra, considering the
competitiveness of the total compensation package. The Committee periodically
uses outside consultants and published compensation survey data to review
competitive rates of pay and establish salary ranges. There was no change in Mr.
Rohde's base salary in fiscal 2000.
Short-Term Incentives
The Committee believes that an executive's contribution toward achieving
ConAgra's growth in earnings per share, annual operating profit plans, and
annual return on equity performance should form the basis for short-term
incentives. The Committee establishes performance goals at the beginning of each
fiscal year tied to the attainment of annual company-wide or business unit
profit plans. Executive officers are assigned threshold and target short-term
bonus award opportunities. The short-term incentive target, plus base salary, is
intended to provide a fully competitive annual cash compensation program for
ConAgra's executives when business and individual goals are met. The short-term
incentive for ConAgra's executive officers in fiscal 2000 was established under
the Executive Annual Incentive Plan, which stockholders approved in 1999.
Mr. Rohde's annual bonus for fiscal 2000 was based on attainment of goals
established by the Committee at the beginning of the fiscal year. The target
goals for fiscal 2000 were based on achievement of earnings per share objectives
and return on equity objectives for ConAgra.
Long-Term Incentives
ConAgra's long-term incentives for executive officers are provided through a
long-term senior management incentive program and stock plans adopted in 1985,
1990 and 1995.
The long-term senior management incentive program rewards participants,
including executive officers, based on ConAgra's ability to increase earnings
per share, with awards at target levels for double-digit earnings growth. The
Committee selects participants, including executive officers, on an annual
basis, and the participants are eligible to share in an award pool capped at 8%
of ConAgra's excess after-tax earnings over and above a minimum 5% compound
growth rate from a five-year average earnings base. The award is issued in the
form of restricted share equivalent units, vesting generally on the fifth
anniversary of issuance, and stock options. The Chief Executive Officer
participated in the long-term senior management incentive program during fiscal
2000 at an award level generally equal to three times the award level of the
next highest executive officer named in the Summary Compensation Table. This
higher level of participation reflects the Committee's judgment as to the duties
and responsibilities required of the Chief Executive Officer position and his
expected contributions to the Company's profitability. The Chief Executive
Officer's participation in the program for fiscal 2000 resulted in the issuance
of 56,460 restricted stock equivalent units and the grant of 225,840 options.
The Committee also administers ConAgra's stock plans, which authorize
various stock-based incentives, including grants of stock options and restricted
stock. The Committee generally grants options on an annual basis representing up
to 1.25% of ConAgra's outstanding Common Stock. During fiscal 2000, options were
granted to 1,755 ConAgra employees, including all of ConAgra's executive
officers. The Committee grants stock options at the prevailing market price of
ConAgra's Common Stock and such options therefore have value only if ConAgra's
stock price increases. Most option grants for executive officers vest in 20%
annual installments beginning on the last day of the fiscal year following the
date of grant, and the executive officer must be employed by ConAgra at the time
of vesting at the end of the fiscal year in order to exercise the options.
For services in fiscal 2000, the Chief Executive Officer received 225,840
non-qualified options in July 2000. The Committee established this option grant
at four times the number of restricted stock equivalent units received by Mr.
Rohde pursuant to the long-term senior management incentive program for fiscal
2000 results.
ConAgra Human Resources Committee
Carl E. Reichardt, Chairman
Walter Scott, Jr.
Clayton K. Yeutter
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The comparative stock performance graphs shown below compare the yearly
change in cumulative value of ConAgra's Common Stock with certain Index values
for both five- and ten-year periods ended May 2000. Both graphs set the
beginning value of ConAgra Common Stock and the Indices at $100. All
calculations assume reinvestment of dividends. The performance graphs compare
ConAgra with the Standard and Poor's (S&P) 500 Stock Index and the S&P Food
Group Index. All Index values are weighted by capitalization of companies
included in the group.
FIVE YEAR COMPARISON
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Starting
Basis 1995 1996 1997 1998 1999 2000
----------------- -------------- -------------- --------------- -------------- --------------- --------------
ConAgra 100.00 130.57 188.90 186.44 170.22 154.32
S&P 500 100.00 128.42 166.18 217.14 262.81 283.20
S&P Foods 100.00 117.83 155.46 210.41 185.52 171.23
</TABLE>
TEN YEAR COMPARISON
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Starting
Basis
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000
---------------- ---------- --------- --------- -------- --------- --------- --------- --------- --------- --------- ---------
ConAgra 100.00 149.01 128.63 127.54 149.81 178.32 232.84 336.85 332.47 303.54 275.19
S&P 500 100.00 111.77 122.76 136.98 142.78 171.55 220.30 285.07 372.50 450.84 485.83
S&P Foods 100.00 127.85 133.83 140.34 139.41 175.83 207.18 273.35 369.95 326.18 301.07
</TABLE>
<PAGE>
ITEM 2: INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, acting upon recommendation of the Audit Committee,
has appointed the firm of Deloitte & Touche to examine the financial statements
of the Company and its subsidiaries for the fiscal year ending May 27, 2001. The
same firm conducted the fiscal 2000 examination. Representatives from Deloitte &
Touche will be present at the Annual Stockholders' Meeting. The representatives
will have the opportunity to make a statement if they so desire, and will also
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2.
ITEM 3: APPROVAL OF THE CONAGRA 2000 STOCK PLAN
General
ConAgra's Board of Directors has adopted the ConAgra 2000 Stock Plan (the
"Plan"), subject to stockholder approval. The Board of Directors recognizes the
value of stock incentives in assisting ConAgra in attracting, retaining and
motivating employees and in enhancing of the long-term mutuality of interest
between ConAgra stockholders and its officers and directors. As of July 27,
2000, only 631,190 shares of common stock remain available for grant under
ConAgra's current stock plans, the Board of Directors has approved the Plan
which authorizes the issuance of up to 30,000,000 shares of ConAgra common
stock.
Under the Plan, the Human Resources Committee (the "Committee") of the Board
may grant stock options, stock appreciation rights, restricted stock and certain
stock bonuses to officers and other employees of ConAgra and its subsidiaries.
The number of grantees may vary from year to year. The number of employees
eligible to participate in the Plan is estimated to be approximately 3,500. The
Committee administers the Plan and its determinations are binding upon all
persons participating in the Plan.
The maximum number of shares of ConAgra's common stock that may be issued
under the Plan is 30,000,000. Any shares of common stock subject to an award
which for any reasons are cancelled, terminated or otherwise settled without the
issuance of any common stock are again available for awards under the Plan. If
payment for an award or the satisfaction of related withholding tax liabilities
is effected through the surrender of common stock or the withholding of common
stock, the number of shares of common stock available for awards under the Plan
shall be increased by the number of shares of common stock so surrendered or
withheld. The maximum number of shares of common stock which may be issued under
the Plan to any one employee shall not exceed 10% of the aggregate number of
shares of common stock that may be issued under the Plan. The shares may be
unissued shares or treasury stock. If there is a stock split, stock dividend,
recapitalization, spinoff, exchange or other similar corporate transaction or
event affecting ConAgra's common stock, appropriate adjustments shall be made by
the Committee in the number of shares issuable in the future and in the number
of shares and price under all outstanding grants made before the event.
Grants Under the Plan
Stock Options for Employees: The Committee may grant employees nonqualified
options and options qualifying as incentive stock options. The option price of
either a nonqualified stock option or an incentive stock option will be the fair
market value of the common stock on the date of grant. Options qualifying as
incentive stock options must meet certain requirements of the Internal Revenue
Code. To exercise an option, an employee may pay the option price in cash, or if
permitted by the Committee, by withholding shares otherwise issuable on exercise
of the option or by delivering other shares of common stock, if such shares have
been owned by the optionee for at least six months. The term of each option will
be fixed by the Committee but may not exceed ten years from the date of grant.
The Committee will determine the time or times when each option is exercisable.
Options may be made exercisable in installments, and the exercisability of
options may be accelerated by the Committee. All outstanding options become
immediately exercisable in the event of a change-in-control of ConAgra.
Stock Appreciation Rights: The Committee may grant a stock appreciation
right (a "SAR") in conjunction with the option granted under the Plan or
separately from any option. Each SAR granted in tandem with an option may be
exercised only to the extent that the corresponding option is exercised, and
such SAR terminates upon termination or exercise of the corresponding option.
Upon the exercise of a SAR granted in tandem with an option, the corresponding
option will terminate. SAR's granted separately from options may be granted on
such terms and conditions as the Committee establishes. If an employee exercises
a SAR, the employee will generally receive a payment equal to the excess of the
fair market value at the time of exercise of the shares with respect to which
the SAR is being exercised over the price of such shares as fixed by the
Committee at the time the SAR was granted. Payment may be made in cash, in
shares of ConAgra common stock, or any combination of cash and shares as the
Committee determines.
Restricted Stock: The Committee may grant awards of restricted stock to
employees under the Plan. The restrictions on such shares shall be established
by the Committee, which may include restrictions relating to continued
employment and ConAgra financial performance. The Committee may issue such
restricted stock awards without any cash payment by the employee, or with such
cash payment as the Committee may determine. All restrictions lapse in the event
of a change-in-control of ConAgra. A maximum of 10% of the shares of stock
available for issuance under the Plan may be issued as restricted stock and
stock bonuses. The Committee intends that restricted stock grants shall have a
minimum restriction period of one year on performance-based restricted stock and
three years on tenure-based restricted stock. The Committee has the right to
accelerate the vesting of restricted shares and to waive any restrictions. The
Committee intends to grant acceleration or waiver of restricted stock provisions
only in special circumstances.
Stock Bonuses: The Committee may grant a bonus in shares of ConAgra common
stock to employees under the Plan. Such stock bonuses shall only be granted in
lieu of cash compensation otherwise payable to such employee.
Director Participation: Each non-employee director will receive under the
Plan (1) an annual award of 1,800 shares of common stock and (2) an annual award
of a nonqualified stock option for 9,000 shares of common stock exercisable at
the fair market value of ConAgra's common stock on the date of grant. These
awards shall be made annually on the date of and following completion of
ConAgra's annual stockholders' meeting, commencing with the 2000 annual
stockholders' meeting. Directors currently receive similar grants under the 1995
Stock Plan. Following stockholder approval of the 2000 Stock Plan, directors
will receive such grants only pursuant to the 2000 Stock Plan.
Tax Withholding: The Committee may permit an employee to satisfy applicable
federal, state and local income tax withholding requirements through the
delivery to ConAgra of previously-acquired shares of common stock or by having
shares otherwise issuable under the Plan withheld by ConAgra.
Other Information: Except as permitted by the Committee, awards under the
Plan are not transferable except by will or under the laws of descent and
distribution. The Board may terminate the Plan at any time but such termination
shall not affect any stock options, SAR's, restricted stock or stock bonuses
then outstanding under the Plan. Unless terminated by action of the Board, the
Plan will continue in effect until September 30, 2010, but awards granted prior
to such date will continue in effect until they expire in accordance with their
original terms. The Board may also amend the Plan as it deems advisable.
Amendments which (1) materially modify the requirements for participation in the
Plan, (2) increase the number of shares of ConAgra common stock subject to
issuance under the Plan, or (3) change the minimum exercise price for stock
options as provided in the Plan, must be submitted to stockholders for approval.
Federal Income Tax Consequences
With respect to incentive stock options, if the holder of an option does not
dispose of the shares acquired under exercise of the option within one year from
the transfer of such shares to such employee, or within two years from the date
the option to acquire such shares is granted, then for federal income tax
purposes (1) the optionee will not recognize any income at the time of exercise
of the option; (2) the excess of the fair market value of the shares as of the
date of exercise over the option price will constitute an "item of adjustment"
for purposes of the alternative minimum tax; and (3) the difference between the
option price and the amount realized upon the sale of the shares by the optionee
will be treated as a long-term capital gain or loss. ConAgra will not be allowed
a deduction for federal income tax purposes in connection with the granting of
an incentive stock option or the issuance of shares thereunder.
With respect to the grant of options which are not incentive stock options,
the person receiving an option will recognize no income on receipt thereof. Upon
the exercise of the option, the optionee will recognize ordinary income in the
amount of the difference between the option price and the fair market value of
the shares on the date the option is exercise. ConAgra generally will receive an
equivalent deduction at that time.
With respect to restricted stock awards and bonuses of common stock, an
amount equal to the fair market value of the ConAgra shares distributed to the
employee (in excess of any purchase price paid by the employee) will be
includable in the employee's gross income at the time of receipt unless the
award is not transferable and subject to a substantial risk of forfeiture as
defined in Section 83 of the Internal Revenue Code (a "Forfeiture Restriction").
If an employee receives an award subject to a Forfeiture Restriction, the
employee may elect to include in gross income the fair market value of the
award. In the absence of such an election, the employee will include in gross
income the fair market value of the award subject to a Forfeiture Restriction on
the earlier of the date such restrictions lapse or the date the award becomes
transferable. ConAgra generally is entitled to a deduction at the time and in
the amount that the income is included in the gross income of an employee.
With respect to stock appreciation rights, the amount of any cash (or the
fair market value of any common stock) received upon the exercise of a stock
appreciation right will be subject to ordinary income tax in the year of receipt
and ConAgra generally will be entitled to a deduction for such amount.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE CONAGRA 2000
STOCK PLAN.
ITEM 4: APPROVAL OF CORPORATE NAME CHANGE
ConAgra's Board of Directors has approved a change in the Company's name to
ConAgra Foods, Inc. To accomplish this result, the Board of Directors recommends
that stockholders approve an amendment to Article I of the Company's Certificate
of Incorporation so that it reads: The name of the Corporation shall be ConAgra
Foods, Inc.
The Company's current corporate name is ConAgra, Inc. ConAgra is a $25
billion revenue company that has substantially grown from its beginnings in
basic agriculture. ConAgra began as a producer of wheat, flour and other
agricultural products. Through many years of acquisitions and internal growth,
ConAgra is now a leader in the manufacture and marketing of branded and
value-added foods:
o Approximately 80% of ConAgra's sales come from food products such as French
fried potatoes, microwave popcorn and frozen prepared meals.
o ConAgra is the largest food supplier to United States restaurants and
institutions.
o ConAgra is the second largest retail food supplier in the United States.
Twenty years ago, ConAgra had minimal presence in value-added foods and a
limited number of recognizable brands. Today ConAgra is known for household
branded foods such as Healthy Choice, Butterball, Banquet, Hunts, Orville
Redenbacher, Reddi Wip, Slim Jim and Armour. ConAgra has 27 food brands with
retail sales in excess of $100 million each.
The Board of Directors values ConAgra's rich history in basic agriculture.
The Board of Directors also believes that "ConAgra Foods, Inc." more accurately
reflects the Company's current mission and businesses.
THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION CHANGING ITS NAME TO
CONAGRA FOODS, INC.
<PAGE>
FISCAL 2001 STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented in the 2001 Annual
Meeting proxy statement must be received by the Company no later than April 24,
2001.
The Company's By-laws set forth certain procedures which stockholders must
follow in order to nominate a director or present any other business at an
Annual Stockholders' Meeting. Generally, a stockholder must give timely notice
to the Secretary of the Company. To be timely, such notice for the 2001 annual
meeting must be received by the Company at One ConAgra Drive, Omaha, NE
68102-5001, not less than 90 nor more than 120 days prior to the first
anniversary of the 2000 annual meeting. However, if the date of the 2001 annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, such notice must be received by the Company not later
than the 90th day prior to such meeting day or the tenth day following public
announcement of such meeting date.
The By-laws specify the information which must accompany any such
stockholder notice. Any stockholder may obtain details on the provisions of the
By-laws from the Corporate Secretary of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors to file reports of changes in ownership of ConAgra's
Common Stock with the U.S. Securities and Exchange Commission. Executive
officers and directors are required by SEC regulations to furnish ConAgra with
copies of all Section 16(a) forms so filed. Based solely on a review of the
copies of such forms furnished to ConAgra and written representations from
ConAgra's executive officers and directors, ConAgra believes that all persons
subject to these reporting requirements filed the required reports on a timely
basis during fiscal 2000, except that one open market purchase by Kenneth E.
Stinson, a director, was not reported on a timely basis.
OTHER MATTERS
Neither the Board of Directors nor management intends to bring any matter
for action at the Annual Meeting of Stockholders other than those matters
described above. If any other matter or any proposal should be presented and
should properly come before the meeting for action, the persons named in the
accompanying proxy will vote upon such matter and upon such proposal in
accordance with their best judgment.
<PAGE>
Company # ______
Control # ________
There are three ways to vote your Proxy.
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
Telephone and Internet voting are available until 12:00 p.m. (ET) on September
27, 2000.
VOTE BY PHONE - TOLL FREE - 1-800-240-6326
o Use any touch-tone telephone to vote your proxy.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number, which are located above.
o Follow the simple voice mail instructions.
VOTE BY INTERNET - http://www.eproxy.com/cag/
o Use the Internet to vote your proxy.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number, which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Please follow the instructions on the Proxy Card below.
If you vote by Phone or Internet, please do not mail your Proxy Card.
<PAGE>
This is Your ConAgra
PROXY CARD
Please vote and sign on reverse side
This proxy is solicited by your Board of Directors for the September 28, 2000
Annual Stockholders Meeting
The undersigned stockholder appoints each of B. Rohde and W. Scott, Jr.
attorney and proxy, with full power of substitution, on behalf of the
undersigned and with all powers the undersigned would possess if personally
present, to vote all shares of Common Stock of ConAgra, Inc., that the
undersigned would be entitled to vote at the above Annual Meeting and any
adjournment thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR
SPECIFIC INSTRUCTIONS AS INDICATED ON THE REVERSE SIDE OF THIS PROXY. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3, AND 4.
Voting by mail. If you wish to vote by mailing this proxy, please sign your
name exactly as it appears on this proxy and mark, date and return it in the
enclosed envelope. When signing as attorney, executor, administrator, trustee,
guardian or officer of a corporation, please give your full title as such.
(This proxy is continued on the reverse side)
<PAGE>
This proxy will be voted as directed, or if no direction is indicated, will
be voted as recommended by the Board of Directors. This proxy is solicited on
behalf of the Board of Directors.
The Board of Directors recommends a vote FOR Items 1, 2, 3 and 4.
Item 1. Elect Directors - Nominees: Robert A. Krane, Bruce Rohde, Walter Scott,
Jr.
FOR WITHHELD WITHHELD FOR: (Write nominee name(s)
[ ] [ ] in the space provided below.)
----------------------------------
Item 2. Appointment of Independent Accountants
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Item 3. Approval of ConAgra 2000 Stock Plan.
FOR AGAINST ABSTAIN This proxy will be voted as directed,
[ ] [ ] [ ] or if no direction is indicated, will
be voted as recommended by the Board
of Directors. This proxy is solicited
on behalf of the Board of Directors.
Item 4. Approval of name change to
"ConAgra Foods, Inc.". ____________________________________
Signature
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ____________________________________
Signature
____________________________________
Date
NOTE: Please sign as name appears
here. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
give full title.
<PAGE>
APPENDIX
NOTE: Pursuant to Instruction 3 to Item 10 of Schedule 14A of the Securities Act
of 1934, the following written plan document, which is not being mailed to
stockholders with the proxy statement, is being filed in electronic format as an
appendix to this proxy statement filing.
CONAGRA 2000 STOCK PLAN
SECTION 1
NAME AND PURPOSE
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
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.
(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.
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 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, 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
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.
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
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
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. 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
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
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.
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.
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.
