AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement is made by and between ConAgra Foods, Inc., a Delaware corporation
(“Company”), and Robert F. Sharpe, Jr. (“Executive”), the 25 th day of September, 2008, but effective as of January 1, 2009 (the
The Board of Directors of the Company (“Board”) and Executive desire to restate the November 7, 2005 Employment Agreement
between the Company and Executive to comply with Internal Revenue Code (“Code”) Section 409A (“409A”) and to make
certain other changes. In order to accomplish this objective, the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Term of Employment . Executive’s term of employment under this Agreement shall continue in accordance with the terms
hereof until a termination of Executive’s employment.
2. Position and Duties .
3. Compensation .
4. Other Benefits
2.1 Position . Executive is the Company’s Executive Vice President, External Affairs and President, Commercial Foods and
Executive shall have the customary powers, responsibilities and authorities of such positions in corporations of the
size, type and nature of the Company and as provided in the Company’s by-laws. Executive shall report to the
Company’s Chief Executive Officer (“CEO”). Executive’s office shall be located in New York, New York.
2.2 Duties . Executive shall devote his full working time and efforts to the performance of the duties outlined above.
Executive may, consistent with his duties hereunder, engage in charitable and community affairs, manage his personal
investments and serve on the board of directors of Ameriprise Financial, Inc. and, subject to the prior approval of the
CEO, on the board of directors of other companies.
3.1 Base Salary . The Company shall pay Executive a Base Salary (“Base Salary”) at the rate of $675,000 per annum. The
Base Salary shall be payable in