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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/15/16 Conagra Brands Inc. 10-K 5/29/16 143:19M Workiva Inc Wde… FA01/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.33M
4: EX-10.10.1 Material Contract HTML 63K
5: EX-10.10.2 Material Contract HTML 79K
6: EX-10.10.3 Material Contract HTML 75K
7: EX-10.10.4 Material Contract HTML 78K
8: EX-10.16.1 Material Contract HTML 98K
2: EX-10.17 Material Contract HTML 61K
3: EX-10.25 Material Contract HTML 88K
10: EX-21 Subsidiaries List HTML 39K
11: EX-23 Consent of Experts or Counsel HTML 38K
12: EX-24 Power of Attorney HTML 53K
9: EX-12 Statement re: Computation of Ratios HTML 52K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 39K
22: R1 Document and Entity Information HTML 65K
23: R2 Consolidated Statements of Operations HTML 101K
24: R3 Consolidated Statements of Comprehensive Income HTML 145K
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25: R4 Consolidated Balance Sheets HTML 147K
26: R5 Consolidated Balance Sheets (Parenthetical) HTML 48K
27: R6 Consolidated Statements of Common Stockholders' HTML 88K
Equity
28: R7 Consolidated Statements of Common Stockholders' HTML 42K
Equity (Parenthetical)
29: R8 Consolidated Statements of Cash Flows HTML 173K
30: R9 Summary of Significant Accounting Policies HTML 126K
31: R10 Acquisitions HTML 46K
32: R11 Restructuring Activities HTML 182K
33: R12 Long-Term Debt HTML 105K
34: R13 Credit Facilities and Borrowings HTML 40K
35: R14 Discontinued Operations HTML 118K
36: R15 Investments in Joint Ventures HTML 89K
37: R16 Variable Interest Entities HTML 74K
38: R17 Goodwill and Other Identifiable Intangible Assets HTML 81K
39: R18 Earnings Per Share HTML 64K
40: R19 Inventories HTML 48K
41: R20 Other Noncurrent Liabilities HTML 53K
42: R21 Capital Stock HTML 46K
43: R22 Share-Based Payments HTML 133K
44: R23 Pre-Tax Income and Income Taxes HTML 160K
45: R24 Operating Leases HTML 47K
46: R25 Contingencies HTML 56K
47: R26 Derivative Financial Instruments HTML 134K
48: R27 Pension and Postretirement Benefits HTML 477K
49: R28 Fair Value Measurements HTML 104K
50: R29 Business Segments and Related Information HTML 189K
51: R30 Quarterly Financial Data (Unaudited) HTML 118K
52: R31 Schedule II - Valuation and Qualifying Accounts HTML 62K
53: R32 Summary of Significant Accounting Policies HTML 137K
(Policies)
54: R33 Summary of Significant Accounting Policies HTML 99K
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55: R34 Restructuring Activities (Tables) HTML 175K
56: R35 Long-Term Debt (Tables) HTML 99K
57: R36 Discontinued Operations (Tables) HTML 106K
58: R37 Investments in Joint Ventures (Tables) HTML 80K
59: R38 Variable Interest Entities (Tables) HTML 66K
60: R39 Goodwill and Other Identifiable Intangible Assets HTML 73K
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61: R40 Earnings Per Share (Tables) HTML 61K
62: R41 Inventories (Tables) HTML 47K
63: R42 Other Noncurrent Liabilities (Tables) HTML 53K
64: R43 Share-Based Payments (Tables) HTML 107K
65: R44 Pre-Tax Income and Income Taxes (Tables) HTML 155K
66: R45 Operating Leases (Tables) HTML 43K
67: R46 Derivative Financial Instruments (Tables) HTML 115K
68: R47 Pension and Postretirement Benefits (Tables) HTML 480K
69: R48 Fair Value Measurements (Tables) HTML 95K
70: R49 Business Segments and Related Information (Tables) HTML 173K
71: R50 Quarterly Financial Data (Unaudited) (Tables) HTML 117K
72: R51 Summary of Significant Accounting Policies HTML 54K
(Narrative) (Details)
73: R52 Summary of Significant Accounting Policies HTML 51K
(Property, Plant and Equipment) (Details)
74: R53 Summary of Significant Accounting Policies HTML 56K
(Balances in Accumulated Other Comprehensive
Income, Net of Tax) (Details)
75: R54 Summary of Significant Accounting Policies HTML 100K
(Reclassifications from AOCI) (Details)
76: R55 Acquisitions (Narrative) (Details) HTML 56K
77: R56 Restructuring Activities (Narrative) (Details) HTML 76K
78: R57 Restructuring Activities (Consolidated Amounts) HTML 156K
(Details)
79: R58 Restructuring Activities (Liabilities for HTML 64K
Initiatives and Changes) (Details)
80: R59 Long-Term Debt (Schedule of Debt) (Details) HTML 106K
81: R60 Long-Term Debt (Aggregate Minimum Principal HTML 49K
Maturities) (Details)
82: R61 Long-Term Debt (Narrative) (Details) HTML 181K
83: R62 Long-Term Debt (Net Interest Expense) (Details) HTML 46K
84: R63 Credit Facilities and Borrowings (Details) HTML 54K
85: R64 Discontinued Operations (Narrative) (Details) HTML 173K
86: R65 Discontinued Operations (Details) HTML 80K
87: R66 Discontinued Operations (Assets and Liabilities HTML 110K
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88: R67 Discontinued Operations (Assets and Liabilities HTML 49K
Classified as Held for Sale) (Additional
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89: R68 Investments in Joint Ventures (Narrative) HTML 94K
(Details)
90: R69 Investments in Joint Ventures (Details) HTML 79K
91: R70 Variable Interest Entities (Narrative) (Details) HTML 95K
92: R71 Variable Interest Entities (Details) HTML 87K
93: R72 Goodwill and Other Identifiable Intangible Assets HTML 53K
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94: R73 Goodwill and Other Identifiable Intangible Assets HTML 46K
(Other Identifiable Intangible Assets) (Details)
95: R74 Goodwill and Other Identifiable Intangible Assets HTML 79K
(Narrative) (Details)
96: R75 Earnings Per Share (Details) HTML 68K
97: R76 Earnings Per Share (Narrative) (Details) HTML 41K
98: R77 Inventories (Details) HTML 49K
99: R78 Other Noncurrent Liabilities (Details) HTML 60K
100: R79 Capital Stock (Details) HTML 68K
101: R80 Share-Based Payments (Narrative) (Details) HTML 115K
102: R81 Share-Based Payments (Black-Scholes Option Pricing HTML 47K
for Stock Options) (Details)
103: R82 Share-Based Payments (Option Activity) (Details) HTML 82K
104: R83 Share-Based Payments (Nonvested Share Units) HTML 69K
(Details)
105: R84 Share-Based Payments (Activity of Performance HTML 65K
Shares) (Details)
106: R85 Pre-Tax Income and Income Taxes (Details) HTML 45K
107: R86 Pre-Tax Income and Income Taxes (Provision for HTML 69K
Income Taxes) (Details)
108: R87 Pre-Tax Income and Income Taxes (Income Taxes HTML 65K
Computed using U.S. Federal Statutory Rates)
(Details)
109: R88 Pre-Tax Income and Income Taxes (Narrative) HTML 91K
(Details)
110: R89 Pre-Tax Income and Income Taxes (Tax Effect of HTML 78K
Temporary Differences) (Details)
111: R90 Pre-Tax Income and Income Taxes (Change in the HTML 52K
Unrecognized Tax Benefits) (Details)
112: R91 Operating Leases (Narrative) (Details) HTML 40K
113: R92 Operating Leases (Details) HTML 54K
114: R93 Contingencies (Details) HTML 99K
115: R94 Derivative Financial Instruments (Narrative) HTML 91K
(Details)
116: R95 Derivative Financial Instruments (Right to Reclaim HTML 43K
Cash Collateral) (Details)
117: R96 Derivative Financial Instruments (Assets and HTML 58K
Liabilities on A Gross Basis) (Details)
118: R97 Derivative Financial Instruments (Derivatives Not HTML 50K
Designated as Hedging Instruments) (Details)
119: R98 Pension and Postretirement Benefits (Narrative) HTML 85K
(Details)
120: R99 Pension and Postretirement Benefits (Details) HTML 101K
121: R100 Pension and Postretirement Benefits (Funded Status HTML 89K
and Amounts Recognized in the Balance Sheet)
(Details)
122: R101 Pension and Postretirement Benefits (Components) HTML 71K
(Details)
123: R102 Pension and Postretirement Benefits (Benefit HTML 54K
Obligations) (Details)
124: R103 Pension and Postretirement Benefits HTML 48K
(Weighted-Average Actuarial Assumptions) (Details)
125: R104 Pension and Postretirement Benefits (Expected to HTML 41K
be Recognized as Components) (Details)
126: R105 Pension and Postretirement Benefits (Fair Value HTML 115K
Hierarchy) (Details)
127: R106 Pension and Postretirement Benefits HTML 71K
(Weighted-average Asset Allocations) (Details)
128: R107 Pension and Postretirement Benefits (Level 3) HTML 62K
(Details)
129: R108 Pension and Postretirement Benefits (Assumed HTML 43K
Health Care Cost Trend Rates) (Details)
130: R109 Pension and Postretirement Benefits (Health Care HTML 45K
Cost Rates) (Details)
131: R110 Pension and Postretirement Benefits (Estimated HTML 55K
Future Gross Benefit Payments) (Details)
132: R111 Pension and Postretirement Benefits (Contributions HTML 72K
in the Aggregate) (Details)
133: R112 Fair Value Measurements (Details) HTML 70K
134: R113 Fair Value Measurements (Narrative) (Details) HTML 60K
135: R114 Business Segments and Related Information HTML 80K
(Narrative) (Details)
136: R115 Business Segments and Related Information HTML 97K
(Details)
137: R116 Business Segments and Related Information (Net HTML 65K
Sales by Product) (Details)
138: R117 Business Segments and Related Information (Net HTML 52K
Derivative Gains (Losses)) (Details)
139: R118 Quarterly Financial Data (Unaudited) (Details) HTML 83K
140: R119 Schedule II - Valuation and Qualifying Accounts HTML 50K
(Details)
142: XML IDEA XML File -- Filing Summary XML 264K
141: EXCEL IDEA Workbook of Financial Reports XLSX 179K
16: EX-101.INS XBRL Instance -- cag-20160529 XML 6.64M
18: EX-101.CAL XBRL Calculations -- cag-20160529_cal XML 467K
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21: EX-101.PRE XBRL Presentations -- cag-20160529_pre XML 2.08M
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143: ZIP XBRL Zipped Folder -- 0001628280-16-017613-xbrl Zip 525K
| Document |
1. | Award Grant. ConAgra Foods hereby grants Restricted Stock Units ("RSUs", and each such unit an “RSU”) to the Participant under the ConAgra Foods, Inc. 2014 Stock Plan (the “Plan”), as follows, effective as of _________________ ___, 20__ (the “Date of Grant”): |
2. | Definitions.
Capitalized terms used herein without definition have the meanings set forth in the Plan. The following terms shall have the respective meanings set forth below: |
(a) | “Continuous Employment” shall mean the absence of any interruption or termination of employment with the Company and the performance of substantial services. Continuous Employment shall not be considered interrupted or terminated in the case of sick leave, short-term disability (as defined in the
Company’s sole discretion), military leave or any other leave of absence approved by the Company unless and until there is a Separation from Service (as defined in Section 2(e) below). |
(i) | Leaves of Absence. The employment relationship is treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or, if longer, so long as the Participant retains a right to reemployment
with the Company under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Company. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine-month period of absence shall be substituted for such six-month period. |
(ii) | Dual Status. Generally, if a Participant performs services both as an employee and an independent contractor, such Participant must separate from service both as an employee, and as an independent contractor pursuant to standards set forth in Treasury Regulations, to be treated as having a separation from service. However, if a Participant provides services to the
Company as an employee and as a member of the Board, and if any plan in which such person participates as a Board member is not aggregated with this Agreement pursuant to Treasury Regulation Section 1.409A-1(c)(2)(ii), then the services provided as a director are not taken into account in determining whether the Participant has a separation from service as an employee for purposes of this Agreement. |
(iii) | Termination of Employment. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor except as provided in (ii) above) would permanently decrease to no more than twenty percent of the average level of bona fide services performed (whether as an employee or an independent contractor, except as provided in (ii) above) over the immediately preceding thirty-six-month period (or the full period of services to the Company if the Participant has been providing services to the Company less than thirty-six months). For periods during which a Participant is on a paid bona fide leave of absence and has not otherwise terminated employment as described above, for purposes of this paragraph (iii) the Participant is treated as providing
bona fide services at a level equal to the level of services that the Participant would have been required to perform to receive the compensation paid with respect to such leave of absence. Periods during which a Participant is on an unpaid bona fide leave of absence and has not otherwise terminated employment are disregarded for purposes of this paragraph (iii) (including for purposes of determining the applicable thirty-six-month (or shorter) period). |
(f) | “Settlement Amount” shall mean an amount in cash equal to the closing price of one share of Stock on the New York Stock Exchange. |
3. | Vesting
of RSUs. |
(a) | Normal Vesting. Subject to the Plan and this Agreement, if the Participant has been in Continuous Employment through the Vesting Date as set forth in Section 1, then the RSUs subject to such Vesting Date will become nonforfeitable (“Vest” or similar terms). |
(i) | by reason of death, then all RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, become 100% Vested. |
(ii) | by reason of Normal Retirement occurring on or after the date that is 12 months after the of the Date of Grant, then all RSUs evidenced by this Agreement shall, to the extent such RSUs have not previously been forfeited, become 100% Vested. |
(iii) | by
reason of Early Retirement, involuntary termination due to disability, position elimination, reduction in force (each as defined in the Company's sole discretion), or Divestiture, in each case, on or after the date that is 12 months after the Date of Grant, then the Participant will Vest in a pro rata portion of the RSUs determined by multiplying the number of RSUs evidenced by this Agreement, to the extent not previously forfeited, by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Date of Grant and ending on the Separation from Service and the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the Vesting Date, rounded to the nearest whole
number of RSUs. |
(iv) | for Cause prior to the Vesting Date, then all RSUs, whether Vested or unvested prior to the Vesting Date, shall be immediately forfeited without further consideration to the Participant. |
(i) | If a Change of Control occurs prior to the Vesting Date, and the Participant has been in Continuous Employment between the
Date of Grant and the date of such Change of Control, then all RSUs evidenced by this Agreement shall become 100% Vested, except (A) to the extent such RSUs have previously been forfeited, or (B) to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant’s employment with the Company (or any of its successors after the Change of Control) (as applicable, the “Successor Company”) is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, in each case within a period of two years after the Change of Control but prior to the Vesting Date, to the extent that the Replacement Award has not previously been forfeited, the Replacement Award will become 100% Vested (and become entitled to settlement as specified in Section 4(b)(ii)). |
(ii) | For
purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (i.e., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Successor Company in the Change of Control (or another entity that is affiliated with the Successor Company following the Change of Control), (D) the tax consequences of which for such Participant under the Code, if the Participant is subject to U.S. federal income tax under the Code, are not less favorable to the Participant than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent change of control). A Replacement Award may be granted
only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or ceasing to be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding two sentences are satisfied. The determination of whether the conditions of this Section 3(c)(ii) are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion. |
(iii) | For purposes of this Agreement, “Cause” means: (A) the willful and continued failure by the Participant to substantially perform the
Participant’s duties with the Successor Company (other than any such failure resulting from termination by the Participant for Good Reason) after a demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Successor Company believes that the Participant has not substantially performed the Participant’s duties, and the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within five days of receiving such demand; (B) the willful engaging by the Participant in conduct |
(iv) | For purposes of this Agreement, “Good Reason” means: (A) any material failure of the Successor Company to comply with and satisfy any of the terms of any employment or change in control (or similar) agreement between the Successor Company and the Participant pursuant to which the Participant provides services to the Successor
Company; (B) any significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control (and, for the avoidance of doubt, involuntary removal of the Participant from an officer position that the Participant holds immediately prior to the Change of Control will not, by itself, constitute a significant involuntary reduction of the authority, duties or responsibilities held by the Participant immediately prior to the Change of Control); (C) any material involuntary reduction in the aggregate remuneration of the Participant as in effect immediately prior to the Change of Control; or (D) requiring the Participant to become based at any office or location more than the minimum number of miles required by the Code for the Participant to claim a moving expense deduction, from the office or location at which the Participant was based immediately prior to such Change of Control, except for travel reasonably
required in the performance of the Participant’s responsibilities; provided, however, that no termination shall be deemed to be for Good Reason unless (x) the Participant provides the Successor Company with written notice setting forth the specific facts or circumstances constituting Good Reason within ninety days after the initial existence of the occurrence of such facts or circumstances, and (y) the Successor Company has failed to cure such facts or circumstances within thirty days of its receipt of such written notice. |
(v) | If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time
of the Change of Control are not subject to a "substantial risk of forfeiture" (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control. |
(d) | Forfeiture of RSUs. Subject to Section 3(b)(iv), any RSUs that have not Vested pursuant to Section 3(a), Section 3(b), or Section 3(c) as of the Vesting Date will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant cases to be in Continuous Employment prior to the Vesting Date
for any reason other than as described in Section 3(b) or Section 3(c)). |
4. | Settlement of RSUs. |
(i) | Death. If there are such Vested RSUs on the Participant's death, within thirty days of the Participant's death, the
Company will pay to the person entitled by will or the applicable laws of descent and distribution to such Vested RSUs the Settlement Amount for each such Vested RSU. |
(ii) | Separation from Service. If there are such Vested RSUs upon the Participant's Separation from Service, within thirty days of the Participant's Separation from Service, the Company will pay to the Participant the Settlement Amount for each such Vested RSU. |
(iii) | Change
of Control. If there are such Vested RSUs upon a Change of Control, the Participant is entitled to receive payment of the Settlement Amount for each such Vested RSU on the date of the Change of Control; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 4 as though such Change of Control had not occurred. |