CAG ConAgra Brands Inc

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, in connection with the retirement of John Gehring from his position as Executive Vice President and Chief Financial Officer of ConAgra Foods, Inc. (the “Company”), Mr. Gehring entered into a Transition and Non-Competition Agreement, dated August 29, 2016, with the Company (the “Transition Agreement”), which, among other things, requires Mr. Gehring to comply with certain non-competition and employee non-solicitation obligations in connection with his retirement. On September 28, 2016, the Company entered into an Interim Position and Non-Compete Agreement with Mr. Gehring, which agreement is effective as of September 28, 2016 (the “Gehring Agreement”). As of its effective date, the Gehring Agreement will supersede the Transition Agreement in its entirety.

Under the Gehring Agreement, Mr. Gehring will serve as the Vice President and interim Chief Financial Officer of the Company’s Lamb Weston business (“Lamb Weston”). Mr. Gehring’s employment in service to Lamb Weston under the Gehring Agreement is generally expected to continue until December 15, 2016. Mr. Gehring’s employment as described in this paragraph is subject to certain earlier employment termination scenarios as further described in the Gehring Agreement.

The Gehring Agreement provides that Mr. Gehring will receive a base salary during his employment at an annual rate of $650,000. Mr. Gehring will continue to participate in the Company’s fiscal year 2017 short-term annual cash incentive program until the completion of the planned spin-off of Lamb Weston by the Company (based on a target award level of 100% of salary actually received from the Company during fiscal year 2017), pro-rated based on his actual service to the Company during fiscal year 2017 prior to the spin-off and based on the funding percentages as in effect for the Company’s senior executive officers at the end of fiscal year 2017. Mr. Gehring will also participate in Lamb Weston’s fiscal year 2017 short-term annual cash incentive program after completion of the spin-off on a pro-rata basis tied to his actual service to Lamb Weston during fiscal year 2017 after the spin-off.

Mr. Gehring will not be eligible for new equity grants from the Company during the remainder of fiscal year 2017. However, Mr. Gehring’s Company equity awards outstanding at the time of the spin-off are expected to be equitably adjusted under the terms of the applicable Company equity plans to reflect the spin-off, will settle in Company stock and will continue vesting based on his service to Lamb Weston after the spin-off. Mr. Gehring will also remain eligible for “early retirement” treatment for his Company equity awards.

Prior to the spin-off, Mr. Gehring will continue to participate in applicable Company benefit plans, but will cease such participation at the time of the spin-off in favor of participation in Lamb Weston’s benefit plans. Mr. Gehring will also be entitled to (1) use Company or Lamb Weston aircraft for commuting purposes related to his employment and (2) reimbursement for reasonable legal expenses relating to the execution of the Gehring Agreement. Mr. Gehring will also be available to provide assistance to and cooperation with the Company with respect to matters of which he is knowledgeable for up to one year after the spin-off.

Mr. Gehring is eligible for a payment of $250,000 as consideration for his execution and the nonrevocation of a customary release of claims in favor of the Company in connection with executing the Gehring Agreement. In addition, if Mr. Gehring complies with the terms of the Gehring Agreement (including certain customary confidentiality, two-year non-solicitation, one-year non-competition and mutual non-disparagement covenants) and executes and does not revoke both the first release and an additional customary release of claims following his separation from service, he will be entitled to receive $400,000, $200,000 of which is payable six months following his separation from service and the remaining $200,000 of which is payable 12 months following his separation from service.