Exhibit 10.5.8
FORM OF CEO SIGN-ON PBRSU - CLIFF VESTING
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
CONAGRA BRANDS, INC. 2023 STOCK PLAN
This Performance-Based Restricted Stock Unit Agreement, hereinafter referred to as the “Agreement”, is made between Conagra Brands, Inc., a Delaware corporation (“Conagra” or the “Company”), and the undersigned employee of the Company (the “Participant”).
Award Grant. Conagra hereby grants performance-based Restricted Stock Units (“PBRSUs”, and each such unit an “PBRSU”) to the Participant under the Conagra Brands, Inc. 2023 Stock Plan, as amended (the “Plan”), as follows, effective as of the Date of Grant set forth below:
Participant:
Number of PBRSUs:
Date of Grant:
Vesting Schedule:Vesting Date:Portion of Award Vesting:
Performance Metrics:
Dividend Equivalents: Dividend equivalents on the PBRSUs will be paid or accumulated.
Please read this Agreement and the Plan carefully. Conagra has caused this Agreement to be executed effective as of the Date of Grant. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the Plan shall control. If the Participant does not wish to receive the grant of PBRSUs and/or the Participant does not consent and agree to the terms and conditions on which the PBRSUs are offered, as set forth in this Agreement and the Plan, then the Participant must reject the PBRSUs no later than 11:59 p.m., Pacific Time, on the 90th calendar day following the Date of Grant by (1) indicating the Participant's rejection on the "Grant Acceptance" page of the Merrill Lynch Benefits Online website or (2) contacting the Merrill Lynch call center. The PBRSUs will only be cancelled if the Participant takes one of these affirmative actions. The Participant's failure to validly reject the PBRSUs prior to the deadline will constitute the Participant's acceptance of the PBRSUs with its terms and conditions, as set forth in this Agreement and the Plan.
CONAGRA BRANDS, INC.
By: Date:
2.Definitions. Capitalized terms used in this Agreement without definition shall have the meanings set forth in the Plan unless otherwise specifically defined below or elsewhere in this Agreement.
(a)“Cause” shall have the same meaning as set forth in the letter agreement between the Company and Participant, dated April 8, 2026 (the “Letter Agreement”).
(b)“Continuous Employment” means 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.
(c)“Disability” shall have the same meaning as “Permanent Disability” as set forth in the Letter Agreement.
(d)“Good Reason” shall have the same meaning as set forth in the Letter Agreement.
(e)“Involuntary Termination” means a Separation from Service by the Company without Cause.
(f)“Separation from Service,” “termination of employment” and similar terms shall have the same meaning as set forth in the Letter Agreement.
(g)“Settlement Amount” means one share of Stock for each Vested PBRSU.
(h)“Specified Employee” is as defined under Code Section 409A and Treasury Regulation Section 1.409A-1(i).
(i)“Successor Company” means any successor entity to the Company in connection with and following a Change of Control.
(j)“Successors” means the beneficiaries, executors, administrators, heirs, successors and assigns of a person.
3.Vesting of PBRSUs.
(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 PBRSUs shall become nonforfeitable (“vest”, “Vest” or similar terms) subject to achievement of the Performance Metrics as described in Exhibit A.
(b)Termination of Employment. If, prior to the Vesting Date set forth in Section 1, the Participant’s employment with the Company terminates:
(i)by reason of the Participant’s death then the PBRSUs shall be deemed 100% Vested, less any PBRSUs previously forfeited under this Agreement, without regard to the Performance Metrics, without proration, and shall be settled within 2-1/2 months following the Participant’s date of death;
(ii)by reason of Disability, Good Reason, or Involuntary Termination, the Participant shall remain eligible to earn a pro rata portion of the PBRSUs, at the performance level certified by the Committee based on the Performance Metrics, determined by (1) multiplying the total number of PBRSUs that would have been vested based on the Performance Metrics by a fraction, (x) 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 Participant’s Separation from Service and (y) the denominator of which is the total number of calendar days beginning on the Date of Grant and ending on the Vesting Date, and taking the product (2) less any PBRSUs previously forfeited under this Agreement, rounded down to the nearest whole number of PBRSUs;
(iii)for Cause, then all outstanding PBRSUs, whether Vested or unvested, shall be immediately forfeited without further consideration to the Participant; or
(vi) by any reason of termination not set forth in paragraphs (i), (ii), or (iii) above, then all outstanding unvested PRSUs (and all dividend equivalents) shall be immediately forfeited without further consideration to the Participant.
(c)Change of Control.
(i) If a Change of Control occurs prior to the end of the Performance Period, and the Participant has not yet earned or forfeited the PBRSUs as of the date of such Change of Control, then the value of the Participant’s outstanding PBRSUs shall be determined as of the Change of Control in an amount equal to the Change of Control Value. The “Change of Control Value” shall mean the volume weighted average price of the Company’s common stock on the New York Stock Exchange for the five business days immediately preceding the closing date of the Change of Control multiplied by the number of PBRSUs that would have been earned for the full Performance Period, based on the highest targeted level. In addition, the PBRSUs shall be subject to the following terms set forth below, as applicable. As used below, “Replacement Award” means an award (A) that vests or is earned based solely on the passage of time and has a value equal to the Change of Control Value, (B) that relates to U.S. publicly traded equity securities of the Successor Company in the Change of Control, (C) 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 (D) 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 Code Section 409A. 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 paragraph are satisfied will be made in good faith by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
(ii) If no Replacement Award is provided to the Participant to replace, continue or adjust the Participant’s outstanding PBRSUs (the “Replaced Award”), the Participant will be deemed to have earned, as of the Change of Control, a cash payment equal in value to the Change of Control Value. Such cash payment, when made, will be in full satisfaction of the PBRSUs to which such payment relates. Such earned cash payment shall be paid to the Participant 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 Code Section 409(a)(2)(A)(v), and the regulations thereunder, and where Code Section 409A applies to such distribution, the Participant will receive such earned cash payment on the date that would have otherwise applied pursuant to this Agreement as though such Change of Control had not occurred.
(iii) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control through the end of the Performance Period, the Replacement Award will be deemed earned at the end of the Performance Period. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(iv) If a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and the Participant continues employment with the Successor Company after the Change of Control, but the Participant dies prior to the end of the Performance Period, the Replacement Award will be deemed earned as of the Participant’s death. The settlement of the earned Replacement Award shall be made in the shares of stock provided for in such Replacement Award within 2-1/2 months following the Participant’s date of death and in full satisfaction of such Replacement Award.
(v) Notwithstanding anything in this Agreement to the contrary, if a Replacement Award is provided to the Participant to replace, continue or adjust the Replaced Award and (A) the Participant’s employment with the Successor Company is terminated by the Participant for Good Reason or by the Successor Company other than for Cause, or (B) the Participant’s employment with the Successor Company is terminated due to Disability, in each case within a period of two
years after the Change of Control but prior to the end of the Performance Period, the Replacement Award shall be deemed 100% earned at the end of the Performance Period. The Participant will be paid such earned Replacement Award in shares of stock provided for under such Replacement Award during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(vi) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding PBRSUs that, at the time of the Change of Control, are not subject to a “substantial risk of forfeiture” (within the meaning of Code Section 409A) shall be deemed to be earned at the time of such Change of Control and shall be paid during the calendar year in which the Performance Period ends and in full satisfaction of such Replacement Award.
(d)Forfeiture of Unvested PBRSUs. Subject to Section 3(b)(iv), any PBRSUs (and any dividend equivalents) that have not Vested pursuant to Section 3(a), Section 3(b), or Section 3(c) as of the Vesting Date shall be forfeited automatically and without further notice on such date (or earlier if, and on such date that, the Participant ceases 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 PBRSUs.
(a)Timing and Form of Settlement. Except as provided in Section 3(c) and Section 3(b)(i), the Participant’s Vested PBRSUs shall be settled by delivery of one share of Stock for each earned PBRSU during the calendar year in which the Performance Period ends and following the Committee’s determination in writing of the achievement of the Performance Metrics.
(b)Payment of Taxes Upon Settlement. As a condition of the delivery of the Settlement Amount, the Participant agrees that the Company shall withhold a sufficient number of shares of Stock from the Settlement Amount any taxes required to be withheld by the Company under Federal, State or local law as a result of the settlement of the PBRSUs in an amount sufficient to satisfy the minimum amount of taxes that is required to be withheld. To the extent permitted under the Plan, the Committee may allow for additional withholding of taxes.
(c)Specified Employee. Notwithstanding anything (including any provision of this Agreement or the Plan) to the contrary, if the Participant is a Specified Employee and if the PBRSUs are subject to Code Section 409A, settlement of the Participant’s PBRSUs on account of a Separation from Service shall be delayed for a period of six months to the extent required to comply with Treasury Regulation Section 1.409A-3(i)(2). In the Company’s sole and absolute discretion, interest may be paid due to such delay. Further, any interest shall be calculated in the manner determined by the Company in its sole and absolute discretion in a manner that qualifies any interest as reasonable earnings under Code Section 409A. Dividend equivalents shall not be paid with respect to any dividends that would have been paid during the delay.
(d)Beneficiary Designation. In the case of the Participant’s death, settlement of the Participant’s PBRSUs will be made to the Participant’s designated beneficiary or, if no beneficiary is so designated, the Participant’s surviving spouse (if married) or estate (if not married).
5.Non-Transferability of PBRSUs. The PBRSUs may not be assigned, transferred, pledged or hypothecated in any manner (otherwise than by will or the laws of descent or distribution) nor may the Participant enter into any transaction for the purpose of, or which has the effect of, reducing the market risk of holding the PBRSUs by using puts, calls or similar financial techniques. The PBRSUs subject to this Agreement may be settled during the lifetime of the Participant only with the Participant or the Participant’s guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the PBRSUs or any related rights to the PBRSUs that is contrary to the provisions of this Agreement or the Plan, or upon the levy of any attachment or similar process upon the PBRSUs or such rights, the PBRSUs and such rights shall immediately become null and void. The terms of this Agreement shall be binding upon the Successors of the Participant.
6.Rights as Stockholder. The Participant, or his/her Successors, shall have no rights as a stockholder with respect to any PBRSUs covered by this Agreement, and, subject to Section 9, no adjustment shall be made for dividends or distributions or other rights in respect of such PBRSUs.
7.Forfeitures and Recoupment. In addition to this Agreement, the PBRSUs (and all dividend equivalents) and any shares of Stock issued or transferred to the Participant pursuant to the PBRSUs shall be subject to and remain subject to any incentive compensation clawback or recoupment policies of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time (the “Policy”), to the extent the Policy is applicable to the Participant and such PBRSUs or Stock. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold the shares of Stock and other amounts acquired pursuant to the PBRSUs to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of the Policy. To the extent that this Agreement and the Policy conflict, the terms of the Policy shall prevail. Relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Policy from and after the effective date thereof.
8.Dividend Equivalents. Upon the payment of Earned PBRSUs, the Grantee shall receive additional shares of Stock representing dividend equivalents. The amount of dividend equivalents for each Earned PBRSU shall equal the dividends paid on one share of Stock during the period between the beginning of the Performance Period and the date of payment, except as specified in Section 4(c) above.
9.Adjustments Upon Changes in Capitalization. In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the
Committee shall make equitable adjustment as it determines necessary and appropriate in the number of PBRSUs subject to this Agreement and in the other terms of these PBRSUs; provided, however, that no fractional share shall be issued upon subsequent settlement of the PBRSUs.
10.Notices. Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Chicago, Illinois, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a Settlement Amount upon settlement of the PBRSUs shall be addressed to the Participant’s address and may be in written or electronic form. Anyone to whom a notice may be given under this Agreement may designate a new address by giving notice to the effect.
11.Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon each Successor of the Company. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be binding upon the Participant's Successors. This Agreement shall be the sole and exclusive source of any and all rights that the Participant or his/her Successors may have in respect to the Plan or this Agreement.
12.No Right to Continued Employment. Nothing in this Agreement shall interfere with or affect the rights of the Company or the Participant under any employment agreement or confer upon the Participant any right to continued employment with the Company.
13.Resolution of Disputes. Any dispute or disagreement that should arise under or as a result of or in any way related to the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive for all purposes. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the state of Delaware.
14.Section 409A Compliance. To the extent applicable, this Agreement is intended to comply with or be exempt from Code Section 409A and any regulations or notices provided thereunder. This Agreement and the Plan shall be interpreted in a manner consistent with this intent. The Company reserves the unilateral right to amend this Agreement on written notice to the Participant in order to comply with Code Section 409A. It is intended that all compensation and benefits payable or provided to Participant under this Agreement shall, to the extent required to comply with Code Section 409A, fully comply with the provisions of Code Section 409A and the Treasury Regulations relating thereto so as not to subject the Participant to the additional tax, interest or penalties that may be imposed under Code Section 409A. None of the Company, its contractors, agents and employees, the Board and each member of the Board shall be liable for any consequences of any failure to follow the requirements of Code Section 409A or any guidance or regulations thereunder, unless such failure was the direct result of an action or failure to act that was undertaken by the Company in bad faith.
15.Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
16.Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.
17.Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the PBRSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
18.Additional Terms and Conditions.
(a)Conagra reserves the right to impose other requirements on the PBRSUs, any shares of Stock acquired pursuant to the PBRSUs, and the Participant’s participation in the Plan, to the extent Conagra determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the PBRSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.
(b)Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. For purpose of clarification, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended.