Conagra Brands, Inc. (NYSE:CAG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July19, 2017 (the “Effective Date”), Conagra Brands, Inc. (formerly known as ConAgra Foods, Inc.) (the “Company”) adopted the First Amendment (the “First Amendment”) to the ConAgra Foods, Inc. 2008 Performance Share Plan (as amended by the First Amendment, the “Amended Plan”). Except as described herein, the terms of the Amended Plan (which will now be known as the Conagra Brands, Inc. 2008 Performance Share Plan) are materially consistent with the terms of the ConAgra Foods, Inc. 2008 Performance Share Plan filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July18, 2008. The key changes implemented by the First Amendment are described in the paragraphs that follow.
Awards granted on or after the Effective Date (“New Awards”) will be subject to vesting on death, disability, retirement and certain other involuntary terminations as follows:
| • | If a participant dies, such participant’s New Awards will vest in full at the target level. |
| • | If a participant’s employment is terminated due to disability (as defined in the Amended Plan), such participant’s New Awards will vest at the target level, pro-rated based on days of service completed during the performance period. |
| • | If a participant’s employment is terminated due to normal retirement or early retirement (as each term is defined in the Amended Plan), such participant’s New Awards will vest based on actual performance for the full performance period (but, in the case of early retirement, the award will be pro-rated based on days of service during the performance period). |
| • | If a participant experiences an involuntary termination of employment that results in severance or supplemental unemployment payments from the Company, such participant’s New Awards will vest based on actual performance for the full performance period, pro-rated based on days of service completed during the performance period. |
For all New Awards, as well as any performance share awards outstanding as of the Effective Date, in the event of a change of control of the Company (as defined in the Amended Plan), the earned portion of a participant’s award will be determined as of the change of control, using a share valuation methodology further described in the Amended Plan and based on the greater of target performance and actual performance through the end of the Company’s fiscal period that ends immediately prior to the change of control (the “Change of Control Value”). If no replacement award meeting the requirements set forth in the Amended Plan is provided, a participant will vest in a cash payment equal to the Change of Control Value. If a qualifying replacement award is provided, it will generally take the form of a time-based, stock-settled award with a value equal to the Change of Control Value and will generally vest, subject to continued employment, at the end of the performance period applicable to the original performance share award. Following a change of control, a replacement award will also vest in full if the participant dies or, within two years of the change of control, becomes retirement eligible (only for awards granted prior to the Effective Date) or terminates employment due to normal or early retirement (only for awards granted on or after the Effective Date), is terminated without cause (as defined in the Amended Plan) or resigns for good reason (as defined in the Amended Plan), or is terminated due to disability.
The description set forth above relating to the First Amendment does not purport to be complete and is qualified in its entirety by the full text of the First Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
| 10.1 | First Amendment to ConAgra Foods, Inc. 2008 Performance Share Plan |
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CONAGRA BRANDS INC. ExhibitEX-10.1 2 d425730dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CONAGRA FOODS,…To view the full exhibit click here
About Conagra Brands, Inc. (NYSE:CAG)
Conagra Brands, Inc., formerly ConAgra Foods, Inc., operates as a packaged food company. The Company operates through two segments: Consumer Foods and Commercial Foods. The Company sells branded and customized food products, as well as commercially branded foods. It also supplies vegetable, spice and grain products to a range of restaurants, foodservice operators and commercial customers. Conagra Foodservice offers products to restaurants, retailers, commercial customers and other foodservice suppliers. The Company also operates in the countries outside the United States, such as Canada and Mexico. The Company’s brands include Marie Callender’s, Healthy Choice, Slim Jim, Hebrew National, Orville Redenbacher’s, Peter Pan, Reddi-wip, PAM, Snack Pack, Banquet, Chef Boyardee, Egg Beaters, Rosarita, Fleischmann’s and Hunt’s. The Company sells its products in grocery, convenience, mass merchandise and club stores.
