Cto Employment Agreement

Exhibit 10.13


EMPLOYMENT AGREEMENT


AGREEMENT made by and between ConAgra, Inc., a Delaware corporation ("Company"), and Bruce Rohde ("Executive") effective as of the 26th day of August, 1996.


The Board of Directors of the Company ("Board") has determined that it is in the best interests of the Company to obtain and retain the services of Executive and to induce Executive to leave his current position in order to accept a position with the Company. 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 commence on August 26, 1996 ("Effective Date") and
shall continue in accordance with the terms hereof until a
termination of Executive's employment.


2. Position and Duties.


2.1 Position. The Company employs Executive as President of the Company.
The Board has elected Executive as Vice Chairman of the Board and a
member of the Executive Committee of the Board. Executive shall have
the customary powers, responsibilities and authorities of presidents
of corporations of the size, type and nature of the Company.
Executive's office shall be at the principal executive offices of
the Company in Omaha, Nebraska.


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 (subject to
the prior approval of the Board) serve on the board of directors of
other companies.


3. Compensation.


3.1 Base Salary. The Company shall pay Executive a Base Salary ("Base
Salary") at the rate of $750,000 per annum. The base salary shall be
payable in accordance with the ordinary payroll practices of the
Company. Executive's rate of Base Salary shall be reviewed for
possible increases by the Board at least annually.


3.2 Annual Incentive Bonus. Executive shall be entitled to receive an
annual bonus under the Company's Executive Annual Incentive Plan
("Annual Bonus Plan"), or any successor plan subsequently available
to senior executive officers. Executive's target bonus opportunity
under the Annual Bonus Plan shall not be less than 80% of
Executive's Base Salary. The performance goals with respect to such
target bonus opportunity shall be established annually by the Board
on a basis consistent with the establishment of such performance
goals for other senior executive officers of the Company.


3.3 Long Term Senior Management Incentive Plan. Executive shall
participant in Company's Long Term Senior Management Incentive Plan
("LTSMIP"). Executive shall receive three units in the LTSMIP for
fiscal year 1997; provided, any payments to Executive for fiscal
1997 shall be prorated and based on Executive's employment from the
Effective Date to the end of the fiscal year. Executive's
participation in the LTSMIP shall increase (i) to four units for
fiscal year 1998 and (ii) to six units at such time as Executive
becomes Chief Executive Officer of ConAgra.


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Exhibit 10.13 (continued)


3.4 Restricted Stock Grant. Pursuant to the Company's 1995 Stock Plan,
the Human Resources Committee of the Board ("Committee") has granted
to Executive an award of 100,000 restricted shares of Company common
stock on the Effective Date. Such shares shall vest at the rate of
10% on the last day of each fiscal year of the Company, with the
first 10% vesting on the last day of fiscal 1997.


3.5 Stock Option Grant. Pursuant to the Company's 1995 Stock Plan, the
Committee has granted to Executive on the Effective Date options to
acquire 100,000 shares of Company common stock. The exercise price
of such options is $43.00 per share, the closing price of the
Company's common stock on the New York Stock Exchange on the date of
grant. Such options shall vest and become exercisable at the rate of
20% per year on the last day of each fiscal year of the Company,
with the first 20% becoming vested and exercisable on the last day
of fiscal 1997.


4. Other Benefits.


4.1 Employee Benefit Plans. The Company shall provide Executive with
coverage under all employee benefit programs, plans and practices,
in accordance with the terms thereof, which the Company makes
available to senior executive officers.


4.2 Pension Credit. At such time as Executive becomes Chief Executive
Officer of the Company, Executive shall be credited with sufficient
prior years of service for purposes of determining Executive's
benefit payable under the Company's supplemental pension and related
benefit plans so that Executive would have 25 years of service if
Executive remained employed by the Company until age 65.


4.3 Directors and Officers Liability Coverage. Executive shall be
entitled to the same coverage under the Company's directors and
officers liability insurance policies as is available to senior
executive officers and directors with the Company. In any event, the
Company shall indemnify and hold Executive harmless, to the fullest
extent permitted by the laws of the State of Delaware, from and
against all costs, charges and expenses (including reasonable
attorneys' fees) incurred or sustained in connection with any
action, suit or proceeding to which Executive or his legal
representatives may be made a party by reason of Executive's being
or having been a director or officer of the Company or any of its
affiliates. The provisions of this subparagraph shall survive the
termination of this Agreement for any reason.


4.4 Expenses. Executive is authorized to incur reasonable expenses in
carrying out his duties under this Agreement, including expenses for
travel and similar items related to such duties. The Company shall
reimburse Executive for all such expenses upon presentation by
Executive from time to time of an itemized account of such
expenditures.


5. Termination of Employment. The Company may terminate Executive's
employment at any time for any reason, and Executive may terminate
his employment at any time for Good Reason, subject to the terms of
this Section 5. For purposes of this Section 5, the following terms
shall have the following meanings:


(a) "Cause" shall be limited to (i) action by Executive involving
willful malfeasance in connection with his employment having a
material adverse effect on the Company, (ii) substantial and
continuing refusal by Executive in willful breach of this
Agreement to perform the duties ordinarily performed by an
executive occupying his position, which refusal has a material
adverse effect on the Company, or (iii) Executive being
convicted of a felony involving moral turpitude under the laws
of the United States or any state.


(b) "Good Reason" shall mean (i) the assignment to Executive of
duties materially


58


Exhibit 10.13 (continued)


inconsistent with Executive's position or any removal of
Executive from, or failure to elect or reelect Executive to,
the position of President of the Company and Vice Chairman of
the Board of Directors (or other position as may be agreed to
by Executive), except in any case in connection with the
termination of Executive's employment for Cause, Permanent
Disability, death, or voluntary termination by Executive
without Good Reason, (ii) a reduction of Executive's Base
Salary or annual target bonus opportunity as in effect on the
Effective Date or as the same may be increased from time to
time, (iii) any material breach by the Company of any provision
of this Agreement, (iv) a requirement that Executive be based
at any office or location other than Omaha, Nebraska at any
time within four years following the Effective Date or (v) a
Change of Control of the Company occurs.


(c) "Change of Control" shall have the meaning provided in the
Conditional Employment Agreement between the Company and
Executive dated of even date herewith.


(d) "Permanent Disability" shall mean the permanent disability of
Executive as defined under the Company's Long-Term Disability
Plan.


5.1 Termination Upon Death or Permanent Disability. In the event
Executive's employment with the Company is terminated by reason of
Executive's death or Permanent Disability (i) all restrictions on
previously-granted restricted stock awards shall lapse and such
shares shall become fully vested, (ii) all options previously
granted to Executive in connection with the LTSMIP shall become
fully vested and exercisable during the remainder of the term of
such options, and all then vested options granted in accordance with
Section 3.5 above shall remain exercisable during the full term of
such options, (iii) all deferred and other amounts previously
accrued for the benefit of Executive shall be promptly paid to
Executive's estate or designated beneficiary (the items in (i), (ii)
and (iii) above are collectively referred to as the "Accrued
Benefits"), (iv) Executive and his dependents shall continue to
participate in the Company's employee benefit plans to the extent
provided in such plans with respect to the death or Permanent
Disability of senior executive officers of the Company, (v)
Executive's Base Salary shall be paid through the month of death or
Permanent Disability and (vi) Executive shall receive a benefit
under the Annual Bonus Plan and the LTSMIP prorated for the fiscal
year during which Executive died or became Permanently Disabled.


5.2 Termination Without Cause or for Good Reason. If the Company
terminates the employment of Executive without Cause, or if
Executive voluntarily terminates employment with Good Reason, (i)
Executive shall receive all Accrued Benefits, (ii) Executive and his
dependents shall continue to participate in the Company's medical
and dental programs for a period of 24 months at no cost to
Executive, (iii) Executive's Base Salary shall continue for a period
of 24 months following such termination, and (iv) in the event of a
termination for Good Reason on account of a Change of Control,
Executive shall receive the benefits described in the Conditional
Employment Agreement of even date herewith (reduced to the extent
the Base Salary benefit in (iii) above is duplicative of a similar
benefit under such Conditional Employment Agreement).


5.3 Termination With Cause or Without Good Reason. If the Company
terminates the employment of Executive with Cause, or if Executive
voluntarily terminates employment with the Company without Good
Reason, then (i) Executive shall be paid the Base Salary through the
month of termination, and (ii) Executive shall receive benefits, if
any, under Company plans in accordance with the terms of such plans.


5.4 Timing of Payments. All cash payments required hereunder following
the termination of Executive's employment shall be made within
fifteen days following such termination; provided, that cash
payments under the Annual Bonus Plan or the LTSMIP shall be made
following the end of the applicable fiscal year at the same time as
such payments are made to the Company's other


59


Exhibit 10.13 (continued)


senior executive officers participating in such plans.


6. Nondisclosure of Confidential Information. Executive shall not,
without the prior written consent of the Company, disclose any
Company Confidential Information except (i) in the business of and
for the benefit of the Company, while employed by the Company, or
(ii) when required to do so by a court of competent jurisdiction, by
any administrative body or legislative body. "Confidential
Information" shall mean non-public information concerning the
Company's financial data, strategic business plans, product
development and other proprietary information, except for items
which have become publicly available information or are otherwise
known to the public. Confidential Information does not include
information the disclosure of which could not reasonably be expected
to adversely affect the business of the Company.


7. Noncompetition. From the Effective Date through a period ending two
years following the termination of the employment of Executive with
the Company for any reason, Executive shall not be an executive
officer, board member, 5% or greater owner or partner, or employee
of a food company with revenues over $1 billion. Executive agrees
that any breach of the covenants contained in this Section 7, and
the covenants contained in the preceding Section 6, will irreparably
injure the Company, and accordingly the Company may, in addition to
pursing any other remedies available at law or in equity, obtain an
injunction against Executive from any court having jurisdiction over
the matter, restraining any further violation of such provisions by
Executive.


Executive acknowledges and agrees that the provisions of this
Section 7 are reasonable and valid in duration and scope and in all
other respects. If any court determines that any provision of this
Section is unenforceable because of duration or scope of such
provision, such court shall have the power to reduce the scope or
duration of such provision, as the case may be, and, in its reduced
form, such provision shall then be enforceable.


8. Offsets. In the event of any breach of this Agreement, Executive
shall not be required to mitigate damages nor shall the payments due
Executive hereunder be reduced or offset by reason of any payments
Executive may receive from any other source.


9. Separability; Legal Fees. If any provision of this Agreement shall
be declared to be invalid or unenforceable, in whole or in part,
such invalidity or unenforceability shall not affect the remaining
provisions hereof which shall remain in full force and effect. In
addition, the Company shall pay to Executive as incurred all legal
and accounting fees and expenses incurred by Executive in seeking to
obtain or enforce any right or benefit provided by this Agreement or
any other compensation- related plan, agreement or arrangement of
the Company, unless Executive's claim is found by a court of
competent jurisdiction to have been frivolous.


10. Assignment. This Agreement shall be binding upon and inure to the
benefit of the heirs and representatives of Executive and the
assigns and successors of the Company, but neither this Agreement
nor any rights hereunder shall be assignable or otherwise subject to
hypothecation by Executive (except by will or by operation of the
laws of intestate succession) or the Company, except that the
Company may assign this Agreement to any successor (whether by
merger, purchase or otherwise) to all or substantially of the stock,
assets or businesses of the Company.


11. Amendment. This Agreement may only be amended by mutual written
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