Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 17± 71K
2: EX-3 Articles of Incorporation/Organization or By-Laws 110± 413K
3: EX-10 Material Contract 4± 17K
4: EX-11 Statement re: Computation of Earnings Per Share 3± 12K
5: EX-12 Statement re: Computation of Ratios 2± 10K
6: EX-13 Annual or Quarterly Report to Security Holders 71± 274K
7: EX-21 Subsidiaries of the Registrant 3± 11K
8: EX-23 Consent of Experts or Counsel 1 7K
9: EX-24 Power of Attorney 4± 16K
10: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-10 — Material Contract
Con
Agra
Corporate Headquarters Gerald B. Vernon
Senior Vice President
Human Resources
July 15, 1996
Mr. Philip B. Fletcher
Chairman of the Board & CEO
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Dear Phil:
This letter will amend and restate the terms and conditions of the
special long-term incentive established for you by letter dated July 15, 1993
(the "Incentive") and authorized by ConAgra's Human Resources Committee (the
"Committee") on May 6, 1993. This letter will constitute an agreement between
ConAgra and you with respect to the Incentive. Any shares of ConAgra common
stock issued as a part of the Incentive would be issued under the ConAgra 1990
Stock Plan (the "Stock Plan").
ConAgra will pay to you following receipt by ConAgra of its audited
financial statements for its fiscal year ending May 31, 1998 a one-time award
equal to the product of (I) 50,000 shares of ConAgra common stock multiplied
by (ii) each 1% (one percentage point) or applicable portion thereof of
averaged compounded annual earnings per share growth (as determined in the
manner described in this letter) in excess of 10% compounded annual growth
rate in earnings per share from the fiscal year ended May 30, 1993.
The computations shall be performed and averaged over the five-year term
of the Incentive. The percentage earnings per share growth (calculated to the
nearest .10 of a percent) in excess of the 10% compounded annual growth rate
shall be calculated by (I) taking the total of the actual EPS earned by
ConAgra, Inc. in fiscal years 1994, 1995, 1996, 1997 and 1998, (ii) comparing
it to the nearest total five (5) year cumulative EPS to the nearest one-tenth
of a percent (reference the attached table), and (iii) subtracting that
compound growth rate determined in (ii) above from 10.0%.
Since the provisions of the incentive are somewhat complex, I have set
forth below two examples which explain the calculations for the incentive.
The examples assume the issuance of 100% of the award in ConAgra common stock.
The Committee, in its sole discretion, may pay all, or a portion, of the award
in cash, based on the closing price on the New York Stock Exchange on the last
trading day of the 1998 fiscal year.
July 15, 1996
Page two
Example I
Nearest
Hypothetical Compound Growth
FY EPS Rate-10.6%
1994 $1.81 $1.75
1995 1.88 1.93
1996 2.24 2.14
1997 2.39 2.36
1998 2.48 2.69
------ -----
$10.80 $10.79
10.6%
10.0%
-----
.6%
50,000 Shares per 1.0% in excess of 10%
------
30,000 Shares awarded
Example II
Nearest
Hypothetical Compound Growth
FY EPS Rate-14.0%
1994 $1.81 $1.80
1995 2.00 2.05
1996 2.40 2.34
1997 2.70 2.67
1998 3.00 3.04
------ ------
$11.91 $11.90
14.0%
10.0%
-----
4.0%
50,000 Shares per 1% in excess of 10.0%
------
200,000 Shares awarded
July 15, 1996
Page Three
The payment of the Incentive is specifically conditioned on your
remaining as Chief Executive Officer of ConAgra through May 31, 1998. If your
employment as Chief Executive Officer is terminated voluntarily or
involuntarily (except as described in the following two paragraphs) prior to
that date, no Incentive will be paid.
In the event of your death, or total and permanent disability (as
defined in ConAgra's Long-Term Disability Plan) prior to May 31, 1998, ConAgra
will pay a pro rata Incentive based on the earnings per share performance for
fiscal years completed prior to the death or disability. For example, if the
death or disability occurred in July 1996, and earning per share performance
averaged 4% (four percentage points) above the 10% compounded annual growth
rate for the three fiscal years ending May 26, 1996, then the shares of
ConAgra common stock to be paid (assuming the Committee chooses to pay in
stock) would be 120,000 shares, calculated as follows:
3 Years completed
divided by 5 Year Plan
---
60%
50,000 Shares per 1% in excess of 10.0%
------
30,000 Shares awarded
x 4.0% Above threshold
------
120,000 Shares issued
In the event of a Change of Control of ConAgra (as defined in the Stock
Plan) prior to May 31, 1998, the average earnings per share growth rate for
the fiscal years prior to the Change of Control would be assumed to continue
through the fiscal year ending May 31, 1998, and the Incentive would be paid
based on such assumption prior to the effective date of the Change of Control.
For example, if the Change of Control occurred in July 1996, and the earnings
per share performance averaged 4% (four percentage points) above the 10%
compounded annual growth rate through the fiscal year ended May 26, 1996, then
an aggregate of 200,000 shares of common stock (assuming the Committee
determines to pay the Incentive in common stock) would be issued.
The Incentive shall not be transferable by you otherwise than by will or
the laws of descent and distribution. The incentive may not be assigned,
transferred, pledged or hypothecated by you in any way.
In the event ConAgra effects any stock dividend, stock split-up,
recapitalization or similar change in its capital structure prior to the
payment date of the Incentive, the number of shares of common stock issuable
pursuant to the Incentive (assuming the Committee determines to pay the
Incentive in common stock) shall be appropriately adjusted by the Committee.
The Committee also reserves the right to adjust the one percentage point
earnings per share growth
July 15, 1996
Page Four
threshold, up or down, in the event of extraordinary transactions or events
involving ConAgra, the food industry, or the U.S. economy prior to May 31,
1998. For purposes of the Incentive, earnings per share shall be determined by
ConAgra's independent public accountants in accordance with generally accepted
accounting principles; the Committee may make appropriate adjustment in
earnings per share with respect to extraordinary gains, losses or charges. The
Committee has determined to use $1.58 as ConAgra's earnings per share for the
fiscal year ended May 30, 1993.
You shall make arrangements to pay ConAgra any applicable federal and
state tax withholding amounts required in connection with the payment of the
Incentive.
If you are in agreement with the terms and conditions set forth in this
letter with respect to the Incentive, please so indicate by signing below and
returning an executed original of this letter to me for placement in the
files of the Committee.
Sincerely,
/s/ Gerald B. Vernon
-----------------------------------------------
GBV/jh
Attachment
Accepted and Agreed to this 15th day of July, 1996.
/s/ Philip B. Fletcher
-----------------------------------------------
Philip B. Fletcher
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 5/31/98 | | 10-K |
| Filed on: | | 8/26/96 | | 8-K |
| | 7/15/96 |
| For Period End: | | 5/26/96 |
| | 7/15/93 |
| | 5/30/93 |
| | 5/6/93 |
| List all Filings |
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