| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED February 22, 2009. |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ | |
| Delaware (State or other jurisdiction of incorporation or organization) |
41-0274440 (I.R.S. Employer Identification No.) |
|
| Number One General Mills Boulevard Minneapolis, MN (Mail: P.O. Box 1113) (Address of principal executive offices) |
55426 (Mail: 55440) (Zip Code) |
| Large accelerated filer x | Accelerated filer o |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Financial Statements.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In Millions, Except per Share Data)
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
2009
2008
2009
2008
$
3,537.4
$
3,405.6
$
11,045.6
$
10,181.0
2,259.9
2,051.4
7,356.7
6,339.4
671.0
653.8
2,119.8
1,926.7
—
—
(128.8
)
—
1.2
5.0
6.4
22.3
605.3
695.4
1,691.5
1,892.6
100.4
102.6
287.6
331.8
504.9
592.8
1,403.9
1,560.8
231.7
192.4
538.0
531.0
15.7
29.7
79.7
79.7
$
288.9
$
430.1
$
945.6
$
1,109.5
$
0.88
$
1.28
$
2.84
$
3.32
$
0.85
$
1.23
$
2.73
$
3.19
$
0.43
$
0.39
$
1.29
$
1.17
Table of Contents
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Par Value)
Table of Contents
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
(Unaudited) (In Millions, Except per Share Data)
$0.10 Par Value Common Stock
(One Billion Shares Authorized)
Issued
Treasury
Accumulated
Additional
Other
Par
Paid-In
Retained
Comprehensive
Shares
Amount
Capital
Shares
Amount
Earnings
Income (Loss)
Total
502.3
$
50.2
$
5,841.3
(161.7
)
($6,198.0
)
$
5,745.3
($119.7
)
$
5,319.1
1,294.7
1,294.7
(1.8
)
(1.8
)
246.3
246.3
12.5
12.5
39.4
39.4
296.4
296.4
1,591.1
(529.7
)
(529.7
)
121.0
6.5
261.6
382.6
(23.9
)
(1,384.6
)
(1,384.6
)
(125.0
)
(12.5
)
(5,068.3
)
125.0
5,080.8
—
168.2
14.3
581.8
750.0
(104.1
)
(104.1
)
57.8
8.4
66.2
Series
B-1 limited membership interests in
General
Mills Cereals, LLC (GMC)
(8.0
)
(8.0
)
133.2
133.2
377.3
37.7
1,149.1
(39.8
)
(1,658.4
)
6,510.7
176.7
6,215.8
945.6
945.6
31.5
31.5
(531.2
)
(531.2
)
10.1
10.1
(489.6
)
(489.6
)
456.0
(437.8
)
(437.8
)
40.6
9.2
416.0
456.6
(18.9
)
(1,232.5
)
(1,232.5
)
16.4
0.9
38.6
55.0
stock awards
(74.5
)
(74.5
)
98.5
98.5
377.3
$
37.7
$
1,230.1
(48.6
)
($2,436.3
)
$
7,018.5
($312.9
)
$
5,537.1
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Millions)
Nine-Month Period Ended
Feb. 22,
Feb. 24,
2009
2008
$
945.6
$
1,109.5
333.6
348.7
(79.7
)
(79.7
)
98.5
109.6
(19.6
)
(28.0
)
(91.0
)
(28.3
)
29.9
50.1
(45.2
)
(20.7
)
(128.8
)
—
(41.3
)
—
(1.6
)
7.8
139.8
(536.8
)
(10.3
)
(18.3
)
1,129.9
913.9
(351.1
)
(299.2
)
—
1.4
(6.8
)
5.3
2.0
11.7
192.5
—
41.3
—
(34.2
)
(13.2
)
(156.3
)
(294.0
)
(775.7
)
1,171.4
1,850.0
700.0
(358.1
)
(480.0
)
—
750.0
—
(843.0
)
—
(150.0
)
—
92.3
286.6
111.5
91.0
28.3
(1,232.4
)
(1,428.6
)
(437.8
)
(395.0
)
(9.5
)
(3.8
)
(585.9
)
(446.9
)
(111.4
)
30.3
276.3
203.3
661.0
417.1
$
937.3
$
620.4
$
(130.4
)
$
(165.3
)
(61.5
)
(442.9
)
72.1
(48.7
)
(137.6
)
6.7
397.2
113.4
$
139.8
$
(536.8
)
Table of Contents
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
$
0.9
$
1.3
$
4.4
$
9.8
—
—
1.3
3.0
0.4
—
0.7
2.7
—
0.7
—
10.8
—
—
—
(7.1
)
(0.1
)
3.0
—
3.1
Total
$
1.2
$
5.0
$
6.4
$
22.3
Table of Contents
Bakeries and
Joint
In Millions
U.S. Retail
International
Foodservice
Ventures
Total
$
5,107.0
$
146.4
$
955.7
$
577.0
$
6,786.1
Acquisition of Humm Foods
42.8
—
—
—
42.8
(17.8
)
(0.1
)
(0.7
)
—
(18.6
)
(44.2
)
(4.2
)
(12.2
)
—
(60.6
)
Other activity, primarily foreign
currency translation
—
(34.9
)
—
(107.3
)
(142.2
)
$
5,087.8
$
107.2
$
942.8
$
469.7
$
6,607.5
In Millions
U.S. Retail
International
Joint
Ventures
Total
$
3,175.2
$
518.8
$
83.2
$
3,777.2
Acquisition of Humm Foods
19.4
—
—
19.4
Other activity, primarily
foreign currency translation
—
(102.8
)
(13.4
)
(116.2
)
$
3,194.6
$
416.0
$
69.8
$
3,680.4
Feb. 22,
May 25,
In Millions
2009
2008
$
284.3
$
265.0
1,125.6
1,012.4
116.2
215.2
(165.5
)
(125.8
)
Total
$
1,360.6
$
1,366.8
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
Change in Unallocated Corporate Income (Expense), in Millions
2009
2008
2009
2008
$
(28.4
)
$
103.8
$
(300.4
)
$
145.9
81.9
(16.6
)
47.2
(46.6
)
17.7
64.0
(36.2
)
68.8
$
71.2
$
151.2
$
(289.4
)
$
168.1
Table of Contents
Fiscal Year Maturity Date
In Millions
Pay Floating
Pay Fixed
$
9.9
$
—
18.9
500.0
17.6
—
1,753.4
1,000.0
14.6
750.0
37.6
—
$
1,852.0
$
2,250.0
Level 1:
Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:
Observable inputs other than quoted prices included in Level 1, such as quoted prices
for similar assets or liabilities in active markets or quoted prices for identical assets or
liabilities in inactive markets.
Level 3:
Unobservable inputs reflecting management’s own assumptions about the inputs used in
pricing the asset or liability.
Table of Contents
Fair Values of Assets
Fair Values of Liabilities
In Millions
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
$
—
$
—
$
—
$
—
$
—
$
(4.7
)
$
—
$
(4.7
)
—
34.4
—
34.4
—
(4.3
)
—
(4.3
)
—
34.4
—
34.4
—
(9.0
)
—
(9.0
)
—
197.2
—
197.2
—
(268.8
)
—
(268.8
)
—
—
—
—
—
(4.5
)
—
(4.5
)
—
—
—
—
—
(1.6
)
—
(1.6
)
—
—
—
—
(6.3
)
(67.3
)
—
(73.6
)
—
197.2
—
197.2
(6.3
)
(342.2
)
—
(348.5
)
11.7
40.6
—
52.3
—
—
—
—
—
11.1
—
11.1
—
(17.5
)
—
(17.5
)
11.7
51.7
—
63.4
—
(17.5
)
—
(17.5
)
$
11.7
$
283.3
$
—
$
295.0
$
(6.3
)
$
(368.7
)
$
—
$
(375.0
)
(a)
These contracts are recorded as other assets or as other liabilities, as appropriate, based on whether in a gain or loss position.
(b)
These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate,
based on whether in a gain or loss position.
(c)
Based on observable market transactions of spot currency rates and forward currency prices.
(d)
Based on LIBOR and swap rates.
(e)
Based on LIBOR, swap, and equity index swap rates.
(f)
Based on prices of common stock and bond matrix pricing.
(g)
Based on prices of futures exchanges and recently reported transactions in the marketplace.
Quarter Ended February 22, 2009
Interest
Foreign
Rate
Exchange
Equity
Commodity
In Millions
Contracts
Contracts
Contracts
Contracts
Total
$
1.1
$
( 1.5
)
$
—
$
—
$
(0.4
)
$
4.0
$
( 6.8
)
$
—
$
—
$
(2.8
)
$
—
$
( 0.2
)
$
—
$
—
$
(0.2
)
$
—
$
—
$
—
$
—
$
—
$
(0.4
)
$
0.3
$
—
$
(28.4
)
$
(28.5
)
Table of Contents
Nine-Month Period Ended February 22, 2009
Interest
Foreign
Rate
Exchange
Equity
Commodity
In Millions
Contracts
Contracts
Contracts
Contracts
Total
$
(0.7
)
$
48.2
$
—
$
—
$
47.5
$
11.7
$
(12.3
)
$
—
$
—
$
(0.6
)
$
(0.1
)
$
(0.2
)
$
—
$
—
$
(0.3
)
$
—
$
6.0
$
—
$
—
$
6.0
$
2.6
$
(74.5
)
$
0.1
$
(300.4
)
$
(372.2
)
(a)
Effective portion.
(b)
Gain (loss) reclassified from AOCI into earnings is reported in interest,
net for interest rate swaps and in cost of sales and SG&A
for foreign exchange contracts.
(c)
All gain (loss) recognized in earnings is related to the ineffective
portion of the hedging relationship. No amounts were reported
as a result of being excluded from the assessment of hedge effectiveness.
(d)
Gain (loss) recognized in earnings is reported in
interest, net for interest rate swaps and in SG&A for foreign
exchange contracts.
(e)
Gain (loss) recognized in earnings is reported in interest, net for
interest rate and foreign exchange contracts; in cost of sales for
commodity contracts; and in SG&A for equity contracts.
Feb. 22,
May 25,
In Millions
2009
2008
$
646.3
$
687.5
645.6
1,386.3
121.9
135.0
Total
$
1,413.8
$
2,208.8
Table of Contents
Table of Contents
Quarter Ended
Quarter Ended
Feb. 22, 2009
Feb. 24, 2008
In Millions
Pretax
Tax
Net
Pretax
Tax
Net
$
288.9
$
430.1
$
23.0
$
—
$
23.0
$
4.3
$
—
$
4.3
2.8
(1.1
)
1.7
3.2
(1.1
)
2.1
(0.4
)
(0.8
)
(1.2
)
11.7
(3.8
)
7.9
(2.8
)
1.4
(1.4
)
(21.5
)
8.0
(13.5
)
6.1
(2.3
)
3.8
12.1
(4.2
)
7.9
$
28.7
$
(2.8
)
$
25.9
$
9.8
$
(1.1
)
$
8.7
$
314.8
$
438.8
Nine-Month Period Ended
Nine-Month Period Ended
Feb. 22, 2009
Feb. 24, 2008
In Millions
Pretax
Tax
Net
Pretax
Tax
Net
$
945.6
$
1,109.5
$
(531.2
)
$
—
$
(531.2
)
$
154.6
$
—
$
154.6
(2.6
)
1.0
(1.6
)
2.2
(0.8
)
1.4
47.5
(14.5
)
33.0
50.2
(17.7
)
32.5
(0.6
)
0.7
0.1
(49.8
)
18.1
(31.7
)
16.3
(6.2
)
10.1
35.2
(12.6
)
22.6
$
(470.6
)
$
(19.0
)
$
(489.6
)
$
192.4
$
(13.0
)
$
179.4
$
456.0
$
1,288.9
Feb. 22,
May 25,
In Millions
2009
2008
$
117.2
$
648.4
3.2
4.8
(6.1
)
(39.2
)
(393.0
)
(400.4
)
(34.2
)
(36.9
)
$
(312.9
)
$
176.7
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
$
27.6
$
23.0
$
114.3
$
109.6
Nine-Month
Period Ended
Feb. 22,
Feb. 24,
In Millions
2009
2008
$
287.3
$
112.2
$
221.1
$
64.1
Nine-Month
Period Ended
Feb. 22,
Feb. 24,
2009
2008
$
9.42
$
10.56
4.4
%
5.1
%
8.5 years
8.5 years
16.1
%
15.6
%
2.7
%
2.7
%
Table of Contents
Weighted-average
Weighted-
remaining
Aggregate
Shares
average
contractual term
intrinsic value
(thousands)
exercise price
(years)
(millions)
53,021.2
$
45.35
3,239.1
63.52
(8,276.3
)
39.19
(85.8
)
54.02
47,898.2
$
47.63
4.66
$
402.7
34,311.6
$
43.88
3.22
$
383.5
Weighted-
Units
average grant-
(thousands)
date fair value
5,150.7
$
52.81
2,150.3
63.53
(1,567.0
)
49.09
(205.6
)
57.94
5,528.4
$
57.84
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions, Except per Share Data
2009
2008
2009
2008
$
288.9
$
430.1
$
945.6
$
1,109.5
—
—
—
(8.0
)
$
288.9
$
430.1
$
945.6
$
1,101.5
329.2
337.0
332.9
331.7
8.5
10.1
10.2
10.6
2.5
2.6
2.8
2.7
—
—
—
0.7
340.2
349.7
345.9
345.7
$
0.88
$
1.28
$
2.84
$
3.32
$
0.85
$
1.23
$
2.73
$
3.19
(a)
See Note 8.
(b)
Incremental shares from stock options, restricted stock, and restricted stock units are
computed by the treasury stock method. Stock options and restricted stock units excluded from
our computation of diluted EPS because they were not dilutive were as follows:
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
6.6
5.7
4.9
5.1
(c)
On October 15, 2007, we settled a forward purchase contract with Lehman Brothers by issuing
14.3 million shares of common stock.
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
Expense (Income), in Millions
2009
2008
2009
2008
$
104.6
$
107.4
$
302.6
$
334.8
1.8
3.5
6.0
19.7
(0.6
)
(1.2
)
(3.5
)
(3.6
)
(5.4
)
(7.1
)
(17.5
)
(19.1
)
$
100.4
$
102.6
$
287.6
$
331.8
Table of Contents
Defined Benefit
Other Postretirement
Postemployment
Pension Plans
Benefit Plans
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
2009
2008
$
19.1
$
20.0
$
3.5
$
4.1
$
1.6
$
1.5
53.8
49.2
15.3
14.7
1.3
1.0
(96.4
)
(90.2
)
(7.5
)
(7.6
)
—
—
2.0
5.7
1.9
3.8
0.3
(0.1
)
1.8
1.9
(0.3
)
(0.3
)
0.5
0.6
—
—
—
—
2.1
(1.8
)
$
(19.7
)
$
(13.4
)
$
12.9
$
14.7
$
5.8
$
1.2
Defined Benefit
Other Postretirement
Postemployment
Pension Plans
Benefit Plans
Benefit Plans
Nine-Month
Nine-Month
Nine-Month
Period Ended
Period Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
2009
2008
$
57.8
$
60.0
$
10.6
$
12.3
$
4.9
$
3.9
161.7
147.4
45.9
44.1
3.7
2.8
(289.6
)
(270.4
)
(22.5
)
(22.8
)
—
—
6.0
17.2
5.5
11.5
0.8
(0.2
)
5.5
5.7
(1.0
)
(1.1
)
1.6
1.6
—
—
—
—
6.6
4.9
$
(58.6
)
(40.1
)
38.5
44.0
17.6
13.0
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 24,
Feb. 22,
Feb. 24,
In Millions
2009
2008
2009
2008
$
2,495.8
$
2,300.8
$
7,571.2
$
6,853.5
580.0
612.8
1,946.4
1,877.9
461.6
492.0
1,528.0
1,449.6
$
3,537.4
$
3,405.6
$
11,045.6
$
10,181.0
$
489.5
$
486.2
$
1,654.1
$
1,543.3
48.9
52.2
207.1
207.5
21.9
56.1
112.5
138.1
560.3
594.5
1,973.7
1,888.9
(46.2
)
(105.9
)
404.6
(26.0
)
—
—
(128.8
)
—
1.2
5.0
6.4
22.3
$
605.3
$
695.4
$
1,691.5
$
1,892.6
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Table of Contents
Third Quarter of Fiscal 2009 vs.
Bakeries and
Combined
Third Quarter of Fiscal 2008
U.S. Retail
International
Foodservice
Segments
1 pts
1 pts
-12 pts
-1 pts
7 pts
9 pts
6 pts
8 pts
NA
-15 pts
Flat
-3 pts
8 pts
-5 pts
-6 pts
4 pts
(a)
Measured in tons based on the stated weight of our product shipments.
Quarter Ended
Feb. 22,
Feb. 24,
In Millions
2009
2008
$
0.9
$
1.3
0.4
—
—
0.7
(0.1
)
3.0
Total
$
1.2
$
5.0
Table of Contents
Components of net sales growth
Nine-Month Period Ended Feb. 22, 2009 vs.
Bakeries and
Combined
Nine-Month Period Ended Feb. 24, 2008
U.S. Retail
International
Foodservice
Segments
4 pts
-1 pts
-8 pts
1 pts
6 pts
11 pts
13 pts
8 pts
NA
-6 pts
Flat
-1 pts
10 pts
4 pts
5 pts
8 pts
(a)
Measured in tons based on the stated weight of our product shipments.
Table of Contents
Nine-Month
Period Ended
Feb. 22,
Feb. 24,
In Millions
2009
2008
$
4.4
$
9.8
1.3
3.0
0.7
2.7
—
10.8
—
(7.1
)
—
3.1
Total
$
6.4
$
22.3
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 22,
2009
2009
13
%
10
%
5
8
15
11
7
13
-4
4
16
18
Flat
24
8
%
10
%
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 22,
2009
2009
-13
%
Flat
-12
-6
%
5
16
8
12
-5
%
4
%
Table of Contents
Nine-Month
Quarter Ended
Period Ended
Feb. 22,
Feb. 22,
2009
2009
-1
%
2
%
-10
8
-5
4
-6
%
5
%
Table of Contents
Feb. 22,
May 25,
In Millions
2009
2008
$
1,413.8
$
2,208.8
518.3
442.0
5,755.4
4,348.7
7,687.5
6,999.5
242.3
242.3
5,537.1
6,215.8
$
13,466.9
$
13,457.6
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
Table of Contents
Item 4.
Controls and Procedures.
Table of Contents
34
35
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Total Number of Shares
Average
Purchased as Part of
Maximum Number of Shares
Total Number of
Price Paid
a Publicly
that may yet be Purchased
Period
Shares Purchased (a)
Per Share
Announced Program (b)
Under the Program (b)
December 28, 2008
24,818
$
61.64
24,818
23,949,890
January 25, 2009
40,316
$
59.52
40,316
23,909,574
February 22, 2009
23,961
$
57.96
23,961
23,885,613
89,095
$
59.69
89,095
23,885,613
(a)
These shares were purchased from the ESOP fund of our 401(k) savings plan.
(b)
On December 11, 2006, our Board of Directors approved and we announced an authorization for
the repurchase of up to 75,000,000 shares of our common stock. Purchases can be made in the
open market or in privately negotiated transactions, including the use of call options and
other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs.
The Board did not specify an expiration date for the authorization.
Table of Contents
Item 6.
Exhibits.
By-Laws of the Registrant (incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed
December 11, 2008).
1996 Compensation Plan for Non-Employee Directors.
1998 Employee Stock Plan.
1998 Senior Management Stock Plan.
Amendment to 2001 Compensation Plan for Non-Employee Directors.
2003 Stock Compensation Plan.
2005 Stock Compensation Plan.
2006 Compensation Plan for Non-Employee Directors.
2007 Stock Compensation Plan.
Executive Incentive Plan.
Separation Pay and Benefits Program for Officers.
Supplemental Savings Plan.
Supplemental Retirement Plan (Grandfathered).
2005 Supplemental Retirement Plan.
Deferred Compensation Plan (Grandfathered).
2005 Deferred Compensation Plan.
Executive Medical Plan.
Tenth Amendment to the Yoplait Manufacturing and Distribution
License Agreement, dated January 12, 2009, between SODIMA and the
Registrant.
Computation of Ratio of Earnings to Fixed Charges.
Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
*
Denotes that confidential information has been omitted from the exhibit and filed separately,
accompanied by a confidential treatment request, with the SEC pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
Table of Contents
36
37
GENERAL MILLS, INC.
(Registrant)
Date March 18, 2009
/s/ Roderick A. Palmore
Roderick A. Palmore
Executive Vice President, General Counsel
and Secretary
Date March 18, 2009
/s/ Richard O. Lund
Richard O. Lund
Vice President, Controller
(Principal Accounting Officer)
Table of Contents
Exhibit No.
Description
By-Laws of the Registrant
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed December 11,
2008).
1996 Compensation Plan for
Non-Employee Directors.
1998 Employee Stock Plan.
1998 Senior Management Stock Plan.
Amendment to 2001 Compensation Plan for Non-Employee Directors.
2003 Stock Compensation Plan.
2005 Stock Compensation Plan.
2006 Compensation Plan for Non-Employee Directors.
2007 Stock Compensation Plan.
Executive Incentive Plan.
Separation Pay and Benefits Program for Officers.
Supplemental Savings Plan.
Supplemental Retirement Plan (Grandfathered).
2005 Supplemental Retirement Plan.
Deferred Compensation Plan (Grandfathered).
2005 Deferred Compensation Plan.
Executive Medical Plan.
Tenth Amendment to the Yoplait Manufacturing and Distribution
License Agreement, dated January 12, 2009, between SODIMA and
the Registrant.
Computation of Ratio of Earnings to Fixed Charges.
Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
*
Denotes that confidential information has been omitted from the exhibit and filed separately,
accompanied by a confidential treatment request, with the SEC pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934.
-2-
| 1. | Each non-employee director shall be entitled to receive an annual retainer and meeting fees as shall be determined from time to time by the Board. | ||
| 2. | Each non-employee director of the Company may elect by written notice to the Company on or before each annual stockholders’ meeting to participate in the compensation alternative provisions of the Plan. Any combination of the alternatives — Cash, Deferred Cash and/or Common Stock — may be elected, provided the aggregate of the alternatives elected equals one hundred percent of the non-employee director’s compensation at the time of the election. | ||
| 3. | The election shall remain in effect for a one-year period which shall begin the day of the annual stockholders’ meeting and terminate the day before the succeeding annual stockholders’ meeting (hereinafter “Plan Year”). | ||
| 4. | The Plan Year shall include four plan quarters (hereinafter “Plan Quarters”). Plan Quarters shall correspond to the Company’s fiscal quarters. | ||
| 5. | A director elected to the Board at a time other than the annual stockholders’ meeting may elect, by written notice to the Company before such director’s term begins, to participate in the compensation alternatives for the remainder of that Plan Year, and elections for succeeding years shall be on the same basis as other directors. | ||
| 6. | Periodically, the Company shall supply to each participant an account statement of participation under the Plan. |
| 1. | Each non-employee director who elects to participate under the cash compensation provision of the Plan shall be paid all or the specified percentage of his or her compensation for the Plan Year in cash, and such cash payment shall be made as of the end of each Plan Quarter. | ||
| 2. | If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to such participant’s designated beneficiary, or, if none, the estate as soon as practicable following the date of death. |
-3-
| 1. | Each non-employee director may elect to have all or a specified percentage of his or her compensation for the Plan Year deferred until the participant ceases to be a director. | ||
| 2. | For each director who has made this deferred cash election, the Company shall establish a deferred compensation account and shall credit such account at the end of each plan quarter for the compensation due. Interest shall be credited to each such account monthly based on the following rates as specified by the Committee from time to time: |
| a. | the rate of return as from time to time earned by the Fixed Income Fund of the General Mills 401(k) Savings Plan; or | ||
| b. | the rate of return as from time to time earned by the Equity Fund of the General Mills 401(k) Savings Plan; or | ||
| c. | any other rates of return of other funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee, or its delegate, in its discretion, may from time to time establish. |
| 3. | Distribution of the participant’s deferred compensation account shall be as follows: |
| a. | at the time, and in the form of payment, elected by the participant at the time of deferral; or | ||
| b. | in the absence of an election at the time of deferral, in ten substantially equal annual installments beginning on January 1 of each year following the year in which the participant ceases to be a director; provided, however, that for compensation earned in Plan Years commencing after December 9, 1996, distributions must be made or commenced by the later of (i) the date the participant attains age 70 and (ii) five years after the director’s retirement from the Board. |
| 4. | In the event of the termination of a participant from Board service other than by retirement, the Committee may in its sole discretion require that distribution of all amounts allocated to a participant’s deferred compensation account be accelerated and distributed as of the first business day of the calendar year next following termination. | ||
| 5. | The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred cash compensation under the Plan |
-4-
| and certain other plans of deferred compensation of the Company. In the event of a Change in Control as defined in Part IV hereinbelow, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any participant of the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the participant against the Company. |
| 1. | Each participant may elect to receive all or a specified percentage of his or her compensation in shares of Common Stock, which will be issued at the end of each Plan Quarter. | ||
| 2. | The Company shall ensure that an adequate number of shares of Common Stock are available for distribution to those participants making this election. | ||
| 3. | Only whole numbers of shares will be issued, with any fractional share amounts paid in cash. | ||
| 4. | For purposes of computing the number of shares earned each Plan Quarter, the value of each share shall be equal to the mean of the high and low price of shares of Common Stock on the New York Stock Exchange on the third Business Day preceding the last day of each Plan Quarter. For the purposes of this Plan, “Business Day” shall mean a day on which the New York Stock Exchange is open for trading. | ||
| 5. | If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to the participant’s designated beneficiary, or, if none, to the participant’s estate, in cash, as soon as practicable following the date of death. |
| 1. | Grant of Options. Each non-employee director on the effective date of the Plan (or, if first elected after the effective date of the Plan, on the date the non-employee director is first elected) shall be awarded an option (an |
-5-
| “Option”) to purchase 2,500 shares of Common Stock. As of the close of business on each successive annual stockholders’ meeting date after the date of the original award, each non-employee director re-elected to the Board shall be granted an additional Option to purchase 2,500 shares of Common Stock (or, beginning September 27, 1999, an Option to purchase 5,000 shares of Common Stock). All Options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended. |
| 2. | Option Exercise Price. The per share price to be paid by the non-employee director at the time an Option is exercised shall be 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price for the Common Stock on the New York Stock Exchange on the relevant date. | ||
| 3. | Term of Option. Each Option shall expire ten (10) years from the date of grant. | ||
| 4. | Exercise and Vesting of Option. Each Option will vest on the date of the annual stockholders’ meeting next following the date the Option is granted. If, for any reason, a non-employee director ceases to serve on the Board prior to the date an Option vests, such Option shall be forfeited and all further rights of the non-employee director to or with respect to such Option shall terminate. If a participant should die while employed by the Company, any vested Option may be exercised by the person designated in such participant’s last will and testament or, in the absence of such designation, by the participant’s estate and any unvested Options shall vest and become exercisable in a proportionate amount, based on the full months of service completed during the vesting period of the Option from the date of grant to the date of death. | ||
| 5. | Method of Exercise and Tax Obligations. Each notice of exercise shall be accompanied by the full purchase price of the shares being purchased. Such payment may be made in cash, check, shares of Common Stock valued using the Fair Market Value as of the exercise date or a combination thereof. The Company may also require payment of the amount of any federal, state or local withholding tax attributable to the exercise of an Option or the delivery of shares of Common Stock. | ||
| 6. | Non-transferability. Except as provided by rule adopted by the Committee, an Option shall be non-assignable and non-transferable by a non-employee director other than by will or the laws of descent and distribution. A non-employee director shall forfeit any Option assigned or transferred, voluntarily or involuntarily, other than as permitted under this subsection. |
-6-
| 1. | Option Gain Deferral Election. A participant can elect to defer receipt of Net Shares (defined below) of Common Stock resulting from a stock-for-stock exercise of an exercisable Option issued to the participant by completing and submitting to the Company an irrevocable stock option deferral election at least six months in advance of exercising the Option (which exercise must be done on or prior to the expiration of the Option) and, on or prior to the exercise date, delivering personally-owned shares equal in value to the Option exercise price on the date of the exercise. “Net Shares” means the difference between the number of shares of Common Stock subject to the Option exercise and the number of shares of Common Stock delivered to satisfy the Option exercise price. A participant may not revoke an Option gain deferral election after it is received by the Company. A participant may choose to defer receipt of all or only a portion of the Net Shares to be received upon exercise of an Option. If only a portion of the Net Shares is deferred, the balance will be issued at the time of exercise. | ||
| 2. | Distribution of Deferred Common Stock. At the time of a participant’s election to defer receipt of Common Stock issuable upon an Option exercise or upon the election to receive Stock Units as provided in Part III, Section C.1. a participant must also select a distribution date and a form of distribution. The distribution date may be any date that is at least one year subsequent to either the exercise date for the related Option or the date of grant in the case of Stock Units granted under Part III, Section C.1. but the distribution must be made or commenced by the later of (i) the date the participant attains age 70 and (ii) five year after the date of the director’s retirement from the Board. | ||
| A participant may elect to have deferred Common Stock distributed in a single payment or in substantially equal annual installments for a period not to exceed ten (10) years, or in another form requested by the Participant, in writing, and approved by the Committee. In the absence of an election, Common Stock issued in respect of Stock Units shall be distributed in ten substantially equal annual installments beginning on January 1 of each year following the year in which the participant ceases to be a director. Common Stock issuable under a single Option grant or pursuant to a single grant under Part III, Section C.1. shall have the same distribution date and form of distribution. Notwithstanding the above, the following provisions shall apply: |
| a. | If an Option as to which a participant has made an Option gain deferral election terminates prior to the exercise date selected by the |
-7-
| participant, or if the participant dies or fails to deliver personally-owned shares in payment of the exercise price, then the deferral election shall not become effective. | |||
| b. | In the event of the termination of a participant from Board service other than by retirement, the Committee may, in its sole discretion, require that distribution of all Stock Units allocated to a participant’s Deferred Stock Unit Accounts (as defined in Part III, Section B.3.a. below) be accelerated and distributed as of the first business day of the calendar year next following the date of termination. | ||
| c. | At the time elected by the participant for distribution of Common Stock attributable to allocations under the participant’s Deferred Stock Unit Accounts, the Company shall cause to be issued to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account and cash equal to any dividend equivalent amounts which had not been used to “purchase” additional Stock Units as provided below. Prior to distribution and pursuant to any rules the Committee may adopt, a Participant may authorize the Company to withhold a portion of the shares of Common Stock to be distributed for the payment of all federal, state, local and foreign withholding taxes required to be collected in respect of the distribution. |
| a. | A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each Option grant covered by a participant election to defer the receipt of Common Stock under Part III, Section B.1. above and, for each Net Share deferred, a Stock Unit will be credited to the Deferred Stock Unit Account as of the date of the Option exercise. A Deferred Stock Unit Account will also be established each time a participant elects to receive Stock Units pursuant to Part III, Section C.1. hereof. Participants may make an election to receive dividend equivalents on Stock Units in cash or reinvest such amount, and any change to such election shall become effective six months after the date of the change. If the amounts are reinvested, on each dividend payment date for the Company’s Common Stock, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the Fair Market Value of the Common Stock on the dividend date. No fractional Stock Units will be credited. The Committee may, in its sole discretion, direct either that all dividend equivalent amounts be paid currently or all such |
-8-
| amounts be reinvented if, for any reason, such Committee believes it is in the best interest of the Company to do so. If the participant fails to make an election, the dividend equivalent amounts shall be reinvested. Periodically, each participant will receive a statement of the number of Stock Units in his or her Deferred Stock Unit Account(s). |
| b. | Participants who elect under the Plan to defer the receipt of Common Stock issuable upon the exercise of Options or elect to receive Stock Units under Part III, Section C.1. below will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s), except the right to receive dividend equivalent allocations under Part III, Section B.3.a. above. Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed. |
| 1. | Awards. Until September 27, 1999, on the effective date of the Plan (or, if a non-employee director is first elected after the effective date of the Plan, on the date the non-employee director is first elected) and at the close of business on each successive annual stockholders’ meeting date, each non-employee director may elect to receive either (i) an award of five hundred (500) shares of Restricted Stock subject to vesting and restricted as described in subsection 2 hereof (the “Restricted Stock”) or (ii) an award of five hundred (500) Stock Units, subject to vesting as provided in subsection 2. Only non-employee directors re-elected to the Board shall be entitled to a grant under this Section III. C.1. of Restricted Stock or Stock Units awarded at the close of business on an annual meeting date after the date of the original grant to the non-employee director. Beginning September 27, 1999, only Stock Units and not Restricted Stock will be awarded under the Plan. | ||
| 2. | Vesting of and Restrictions on Restricted Stock and Stock Units. A participant’s interest in the Restricted Stock and Stock Units shall vest on the date of the annual stockholders’ meeting next following the date of the award of the Restricted Stock or Stock Units (the “Restricted Period”). If, for any reason, a non-employee director ceases to serve on the Board prior to the date the non-employee director’s interest in a grant of Restricted Stock or Stock Units vests, such Restricted Stock and Stock Units shall be forfeited and all further rights of the non-employee director to or with respect to such Restricted Stock or Stock Units shall terminate. A participant who dies prior to the vesting of Restricted Stock or Stock Units shall vest in a proportionate number of shares of Restricted Stock or Stock Units, based on the full months of service completed during the vesting period of the |
-9-
| Restricted Stock or Stock Units from the date of grant to the date of death. Restricted Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed until the Restricted Period has expired and Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed until such time as share certificates for Common Stock are issued to the participants. |
| 3. | Distribution of Stock Units. |
| a. | Each participant electing the award of Stock Units under Part III, Section C.1. above must select a date of distribution and form of distribution as provided under Part III, Section B.2. The participant may also elect to have dividend equivalents payable on Stock Units paid currently or reinvested in Stock Units as provided under Part III, Section B.3. |
| 4. | Other Terms and Conditions. Any shares of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of stock certificates, and may be held in escrow. Each participant granted Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. The Company may require payment of the amount of any federal, state or local withholding tax attributable to the constructive or actual delivery of shares of Common Stock pursuant to the terms of this Agreement. |
| 1. | A participant may, at any time prior or subsequent to the commencement of benefit payments or distribution of Common Stock in respect of Stock Units under this Plan, elect in writing to have his or her form of distribution under this Plan changed to an immediate single distribution which shall be made within one (1) business day of receipt by the Company of such request in the case of deferred cash and three (3) business days in the case of Common Stock; provided that the cash amount or number of shares of Common Stock subject to such single distribution shall be reduced by an amount or number of shares of Common Stock equal to the product of (X) the rate for set forth in Statistical Release H.15(519), or any successor publication, as published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the |
-10-
| request for a single sum distribution is received by the Company and (Y) either (i) as to a cash distribution, the total single sum distribution otherwise payable (based on the value of the account as of the first day of the month in which the single sum amount is paid, adjusted by a pro-rata portion of the specified rate of return for the prior month in which the single sum is paid, determined by multiplying the actual rate of return for such prior month by a fraction, the numerator of which is the number of days in the month in which the request is received prior to the date of payment, and the denominator of which is the number of days in the month), or (ii) as to a distribution of Common Stock in respect of Stock Units, the number of Stock Units held on behalf of the participant multiplied by the mean of the high and low price of shares of Common Stock on the New York Stock Exchange on the date of the request or, if the date of the request is not a Business Day, on the Business Day preceding the date of the request. |
| 2. | In the event of a severe financial hardship occasioned by an emergency, including, but not limited to, illness, disability or personal injury sustained by the participant or a member of the participant’s immediate family, a participant may apply to receive a distribution, including a distribution of Common Stock in respect of Stock Units, earlier than initially elected. The Committee may, in its sole discretion, either approve or deny the request. The determination made by the Committee will be final and binding on all parties. If the request is granted, the distributions will be accelerated only to the extent reasonably necessary to alleviate the financial hardship. | ||
| 3. | If the death of a participant occurs before a full distribution of deferred cash amounts or Common Stock in respect of Stock Units is made, a single distribution shall be made to the beneficiary designated by the participant to receive such amounts. This distribution shall be made as soon as practical following notification that death has occurred. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the participant’s estate. | ||
| 4. | As to all previous and future Plan years, and subject to the last sentence of the first paragraph of Part III, Section B.2. hereof, a participant who (a) has elected a distribution date and distribution in either a single distribution or substantially equal installments and (b) is not within twelve (12) months of the date that such deferred amount, deferred Common Stock or the first installment thereof would be distributed under this Plan, shall be permitted to make no more than two amendments to the initial election to defer distributions such that his or her distribution date is either in the same calendar year as the date of the distribution which would have been made in the absence of such election amendment(s) or is at least one year after the date of the distribution which would have been made in the absence of such election amendment(s). A participant satisfying the conditions set forth in the preceding sentence may also amend such election so that his or her |
-11-
| form of distribution is changed to substantially equal annual installments for a period not to exceed ten (10) years or is changed to a single distribution. | |||
| 5. | Notwithstanding any other provision of this Plan to the contrary, the Committee, by majority approval, may, in its sole discretion, direct that distributions be made before such distributions are otherwise due if, for any reason (including, but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his or her delegate, or a decision by a court of competent jurisdiction involving a participant or beneficiary), it believes that a participant or beneficiary has recognized or will recognize income for federal income tax purposes with respect to distributions that are or will be payable to such participants under the Plan before they are paid to him. In making this determination, the Committee shall take into account the hardship that would be imposed on the participant or beneficiary by the payment of federal income taxes under such circumstances. |
| 1. | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for |
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| purposes of this subsection (1), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (3) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or |
| 2. | Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| 3. | The approval by the shareholders of the Company of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the |
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| Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | |||
| 4. | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
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| 1. | PURPOSE OF THE PLAN | |
| The purpose of the General Mills, Inc. 1998 Employee Stock Plan (the “Plan”) is to attract and retain able employees by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company through compensation that is based on the Company’s stock. Grants may be made to employees under the Plan in lieu of salary increases and certain other compensation and benefits. | ||
| 2. | EFFECTIVE DATE AND DURATION OF PLAN | |
| This Plan shall become effective as of September 28, 1998. No Awards were made under the Plan after September 22, 2003. | ||
| 3. | ELIGIBLE PERSONS | |
| Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock or Restricted Stock Units (each defined below) and become “Participants” under the Plan. | ||
| 4. | AWARD TYPE | |
| Under this Plan, the Compensation Committee of the Company’s Board of Directors (the “Committee”) may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”) (Stock Options, Restricted Stock and Restricted Stock Units are sometimes referred to as “Awards”). | ||
| To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified |
| deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Certain awards made under this Plan which were earned and vested (within the meaning of section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing section 409A, whether by this amendment and restatement or otherwise. | ||
| 5. | STOCK OPTION TERM AND TYPE | |
| Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month. | ||
| 6. | COMMON STOCK SUBJECT TO THE PLAN |
| a) | Maximum Shares Available for Delivery. Subject to Section 6(b), the maximum number of shares of Common Stock available for issuance to Participants under the Plan shall be 28,000,000. | ||
| In addition, any Common Stock covered by a Stock Option granted under the Plan, which is forfeited, cancelled or expires in whole or in part shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan. | |||
| If any Stock Option is exercised by tendering Common Stock, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of the Stock Option under the Plan, only the number of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares available for grants under the Plan. Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior to vesting, the shares of Common Stock subject thereto shall again be available for Awards under the Plan. | |||
| b) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the number of shares credited to an account; and, if applicable, (iv) the exercise price of outstanding Options; provided that the |
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| number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A. | |||
| c) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: |
| (i) | The total number of shares of Common Stock that shall be available for Restricted Stock and Restricted Stock Unit Awards under the Plan shall be limited to 15% of the total shares authorized for Awards hereunder. | ||
| (ii) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. | ||
| (iii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| d) | The Committee, in its discretion, may require as a condition to the grant of Awards, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grants if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner. |
| 7. | EXERCISE OF STOCK OPTIONS |
| a) | Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. Twenty percent of each Stock Option granted under the Plan in lieu of salary increases and certain other compensation and benefits may be exercised immediately upon granting and, subject to the Participant’s continued |
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| employment with the Company, additional 20% portions of such Stock Option shall become exercisable each year thereafter. All other Stock Options granted hereunder may be exercised only after three years of the Participant’s continued employment with the Company following the date of the Stock Option grant. | |||
| A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company. | |||
| b) | Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee: |
| (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); | ||
| (ii) | through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or | ||
| (iii) | by a combination of (i) and (ii) above. |
| For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii) shall have a value equal to the Fair Market Value of the Common Stock on the date of exercise. | |||
| c) | Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock option gains may not be deferred after December 31, 2004. |
| 8. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS | |
| With respect to Awards of Restricted Stock and Restricted Stock Units, the Committee shall: |
| a) | select Participants to whom Awards will be made, provided that Restricted Stock Units may only be awarded to those employees of the Company who are employed in a country other than the United States; | ||
| b) | determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded; | ||
| c) | determine the length of the restricted period, which shall be no less than one year; | ||
| d) | determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units; and | ||
| e) | determine any restrictions other than those set forth in this Section 8. |
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| Subject to the restrictions set forth in this Section 8, each Participant who receives Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. | ||
| Each Participant who receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, one share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that number of shares of Common Stock. Participants who receive Restricted Stock Units shall have no rights as stockholders with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participants; provided, however, that quarterly during the applicable restricted period for all Restricted Stock Units awarded hereunder, the Company shall pay to each such Participant an amount equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares of Common Stock. |
| 9. | TRANSFERABILITY OF STOCK OPTIONS | |
| Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Section 8, no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period. | ||
| 10. | TAXES | |
| Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. | ||
| 11. | CHANGE OF CONTROL | |
| Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”: |
| a) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote |
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| generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or | |||
| b) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| c) | The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the |
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| Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | |||
| d) | approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |
| After such one (1) year period the normal Stock Option exercise provisions of the Plan shall govern. Notwithstanding any other provision of the Plan, but subject to Section 5, in the event a Participant’s employment with the Company is terminated within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock Options of such Participant at that date of termination shall be exercisable for a period of six (6) months beginning on the date of termination. | ||
| With respect to Stock Option grants outstanding as of the date of any such Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control and any such deposited stock shall be promptly returned to the Participant. | ||
| In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted Stock and Restricted Stock Units, effective as of the date of such Change of Control, and any deposited shares of Common Stock shall be promptly returned to the Participant. If the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units shall be settled upon the Change of Control. If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock Units that are not Section 409A Restricted Stock Units and on which a deferral election was not made shall be settled upon the Change of Control. However, the Section 409A Restricted Stock Units, or Restricted Stock Units for which a proper deferral election was made, shall be settled on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable. |
| 12. | TERMINATION OF EMPLOYMENT |
| a) | Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either |
| (i) | the voluntary resignation of the Participant, or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s policies or practices, |
| then Participant’s Stock Options shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options) and no Stock Options shall become exercisable after such |
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| termination, and all shares of Restricted Stock and Restricted Stock Units which are subject to restriction on the date of termination shall be forfeited. |
| b) | Other Termination. If the Participant’s employment by the Company terminates for any reason other than specified in Sections 11, 12 (a), (c), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the following shall apply: |
| (A) | The Participant’s outstanding Stock Options shall continue to become exercisable (and remain exercisable), and shares of Restricted Stock and Restricted Stock Units subject to share deposit requirements shall continue to vest, each according to the schedule established at the time of grant, unless otherwise provided in the applicable Award agreement. | ||
| (B) | Shares of Restricted Stock and Restricted Stock Units not subject to share deposit requirements or attributable to a Participant whose termination of employment is on or after August 1, 2003, shall fully vest and be paid (or deferred, as appropriate) immediately. |
| (ii) | In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, shares of Restricted Stock and Restricted Stock Units shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately as of the date of termination. | ||
| Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this Section 12(b) shall be paid on the Participant’s separation from service (within the meaning of Code section 409A), or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on |
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| the first day of the seventh month following the month of separation from service. |
| c) | Death. If a Participant dies while employed by the Company, any Stock Option previously granted under this Plan may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate, to the full extent that such Stock Option could have been exercised by such Participant immediately prior to death. Any outstanding Stock Options granted on or after June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable upon death. Outstanding Stock Options granted prior to June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable in a pro-rata amount, based on the full months of employment completed during the full vesting period of the Stock Option from the date of grant to the date of death. | ||
| With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in the first paragraph of this Section 12(c) and any owned Common Stock deposited by the Participant pursuant to such grant shall be promptly returned to the person designated in such Participant’s last will and testament or, in the absence of such designation, to the Participant’s estate, and all requirements regarding deposit by the Participant shall be terminated. | |||
| A Participant who dies during any applicable restricted period, for Restricted Stock or Restricted Stock Units granted on or after June 1, 2002, shall fully vest in, and have settled, such shares of Restricted Stock or Restricted Stock Units, effective as the date of death. A Participant who dies during any applicable restricted period, for any Restricted Stock or Restricted Stock Units granted prior to June 1, 2002, shall vest in, and have settled, a proportionate number of such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. Such proportionate vesting shall be pro-rata, based on the number of full months of employment completed during the restricted period prior to the date of death, as a percentage of the applicable restricted period. | |||
| d) | Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option and shall fully vest in, and be paid or have deferred, all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). However, the Restricted Stock Units without a proper deferral election that vest under this Section 12(d) shall be payable on the Participant’s separation from service (within the meaning of Code section 409A) or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within |
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| the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit”. | |||
| e) | Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within meaning of section 409A. |
| 13. | ADMINISTRATION OF THE PLAN |
| a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in Committee in accordance with this Section 13. | ||
| b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board. | ||
| c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: |
| (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 14) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. | ||
| (ii) | The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | ||
| (iii) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. |
| d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or |
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| more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| 14. | AMENDMENTS OF THE PLAN | |
| The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by the Committee to: |
| a) | permit granting of Stock Options at less than Fair Market Value; and | ||
| b) | except as provided in Section 6, permit the repricing of outstanding Stock Options. |
| No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award without the consent of the Participant. There is no obligation for uniformity of treatment of Participants under the Plan. | ||
| 15. | FOREIGN JURISDICTIONS | |
| The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Awards under the Plan. | ||
| 16. | NOTICES | |
| All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: |
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| 1. | PURPOSE OF THE PLAN | |
| The purpose of the General Mills, Inc. 1998 Senior Management Stock Plan (the “Plan”) is to attract and retain able employees by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) who are responsible for the growth and sound development of the business of the Company, and to align the interests of employees with those of the stockholders of the Company. | ||
| 2. | EFFECTIVE DATE AND DURATION OF PLAN | |
| This Plan shall become effective as of September 28, 1998, subject to the approval of the stockholders of the Company at the Annual Meeting on September 28, 1998. No Awards were made under the Plan after September 22, 2003. | ||
| 3. | ELIGIBLE PERSONS | |
| Only persons who are employees of the Company shall be eligible to receive grants of Stock Options (defined below) under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall administer the Plan, in accordance with Section 12, and shall exercise the power to determine and designate, from time to time, from among the employees, those who will be granted Stock Options under the Plan and become “Participants” in the Plan. | ||
| 4. | AWARD TYPE | |
| Under this Plan, the Committee may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant. | ||
| 5. | STOCK OPTION TERM AND TYPE | |
| Stock Options granted under the Plan may be either Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) or Incentive Stock Options described in Section 422(b) |
| of the Code. The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Non-Qualified Stock Option shall not exceed 10 years and one month and the term of an Incentive Stock Option shall not exceed 10 years. The maximum number of shares that may be issued by Incentive Stock Options granted under the Plan is 15,000,000. |
| 6. | COMMON STOCK SUBJECT TO THE PLAN |
| a) | Maximum Shares Available for Delivery. Subject to Section 6(c), the maximum number of shares of Common Stock available for issuance to Participants under the Plan shall be equal to the sum of: |
| (i) | 12,600,000; | ||
| (ii) | 2,400,000, being the number of shares of Common Stock still available for grants under the Company’s 1993 Stock Option and Long-Term Incentive Plan as of the effective date of this Plan; and | ||
| (iii) | any shares of Common Stock subject to Stock Options granted under any prior stockholder — approved plan of the Company adopted prior to the effective date of this Plan which are forfeited, expire or are cancelled without the delivery of Common Stock. |
| In addition, any Common Stock covered by a Stock Option granted under the Plan, which is forfeited, cancelled or expires in whole or in part shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan. | |||
| Further, if any Stock Option is exercised by tendering Common Stock, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of the Stock Option under the Plan, only the number of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares available for grants under the Plan. |
| b) | Other Share Limits. The number of shares of Common Stock subject to Stock Options granted under the Plan to any one Participant shall not exceed 5,000,000. | ||
| c) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the number of shares credited to an account; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), |
| recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A. |
| d) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: |
| (i) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. | ||
| (ii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| e) | The Committee, in its discretion, may require as a condition to the grant of Stock Options, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grants, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold, pledged or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner. |
| 7. | EXERCISE OF STOCK OPTIONS |
| a) | Exercise. Except as provided in Sections 10 and 11 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee, and only after three years of the Participant’s continued employment with the Company following the date of the Stock Option grant. | ||
| A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company. | |||
| b) | Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee: |
| (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); |
| (ii) | through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or | ||
| (iii) | by a combination of (i) and (ii) above. |
| For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii) shall have a value equal to the Fair Market Value of the Common Stock on the date of exercise. |
| c) | Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock option gains may not be deferred after December 31, 2004. |
| 8. | TRANSFERABILITY OF STOCK OPTIONS | |
| Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. | ||
| 9. | TAXES | |
| Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. |
| 10. | CHANGE OF CONTROL | |
| Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”: |
| a) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any |
| acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or |
| b) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| c) | The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the |
| execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
| d) | approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |
| After such one (1) year period the normal Stock Option exercise provisions of the Plan shall govern. Notwithstanding any other provision of the Plan, but subject to Section 5, in the event a Participant’s employment with the Company is terminated within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock Options of such Participant at that date of termination shall be exercisable for a period of six (6) months beginning on the date of termination. | ||
| With respect to Stock Option grants outstanding as of the date of any such Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control and any such deposited stock shall be promptly returned to the Participant. |
| 11. | TERMINATION OF EMPLOYMENT |
| a) | Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either |
| (i) | the voluntary resignation of the Participant, or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s policies or practices, |
| then Participant’s Stock Options shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options) and no Stock Options shall become exercisable after such termination. |
| b) | Other Termination. If the Participant’s employment by the Company terminates for any reason other than specified in Sections 10, 11 (a), (c), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable in accordance with the schedules established at the time of grant. Stock Options shall remain exercisable for the remaining full term of such Stock Options. | ||
| (ii) | In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options shall become exercisable as of the date of termination, in a pro-rata amount based |
| on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option. |
| c) | Death. If a Participant dies while employed by the Company, any Stock Option previously granted under this Plan may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate, to the full extent that such Stock Option could have been exercised by such Participant immediately prior to death. Any outstanding Stock Options granted on or after June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable upon a Participant’s death. Any outstanding Stock Option granted prior to June 1, 2002 shall vest and become exercisable in a pro-rata amount, based on the full months of employment completed during the full vesting period of the Stock Option from the date of grant to the date of death. | ||
| With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in the first paragraph of this Section 11(c) and any owned Common Stock deposited by the Participant pursuant to such grant shall be promptly returned to the person designated in such Participant’s last will and testament or, in the absence of such designation, to the Participant’s estate, and all requirements regarding deposit by the Participant shall be terminated. | |||
| d) | Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Option upon the retirement of the Participant. Unless other terms are specified in the original Stock Option grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option. | ||
| e) | Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Stock Options under the Plan. |
| 12. | ADMINISTRATION OF THE PLAN |
| a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in Committee in accordance with this Section 12. | ||
| b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board. | ||
| c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: |
| (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Stock Options, to determine the time or times of receipt, to determine the types of grants (including status as Non-Qualified or Incentive Stock Options) and the number of shares covered by the grants, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such grants, and (subject to the restrictions imposed by Section 13) to cancel or suspend grants. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. | ||
| (ii) | The Committee will have the authority and discretion to establish terms and conditions of awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | ||
| (iii) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. |
| d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| 13. | AMENDMENTS OF THE PLAN | |
| The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, |
| or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the stockholders of the Company which would: |
| (i) | materially increase the number of shares which may be issued under the Plan; | ||
| (ii) | permit granting of Stock Options at less than Fair Market Value; | ||
| (iii) | except as provided in Section 6, permit the repricing of outstanding Stock Options; and | ||
| (iv) | amend the maximum shares set forth in Section 6(b) which may be annually granted as Stock Options to any single Participant. |
| No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Stock Option without the consent of the Participant. There is no obligation for uniformity of treatment of Participants under the Plan. | ||
| 14. | FOREIGN JURISDICTIONS | |
| The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Stock Options under the Plan. | ||
| 15. | NOTICE | |
| All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: |
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| 1. | PURPOSE OF THE PLAN | |
| The purpose of the General Mills, Inc. 2003 Stock Compensation Plan (the “Plan”) is to attract and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company. | ||
| 2. | EFFECTIVE DATE AND DURATION OF PLAN | |
| This Plan shall become effective as of October 1, 2003, subject to the approval of the stockholders of the Company at the Annual Meeting on September 22, 2003. Awards may be made under the Plan until December 31, 2005. | ||
| 3. | ELIGIBLE PERSONS | |
| Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock, Restricted Stock Units or Recognition Awards (each defined below) and become “Participants” under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall exercise the discretionary power to determine from time to time the employees of the Company who are eligible to participate in this Plan. | ||
| 4. | AWARD TYPES |
| (a) | Stock Option Awards. Under this Plan, the Committee may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. | ||
| (b) | Stock Option Exercise Price. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant. | ||
| (c) | Restricted Stock Awards. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”). | ||
| (d) | Recognition Awards. The Committee hereby authorizes the Corporate Secretary to approve and distribute Common Stock to Participants as a bonus or reward, subject to Section 13(d) and Committee ratification of such Awards in accordance |
| with Section 20. No Participant may receive as Recognition Award(s) more than 20 shares in the aggregate, in any calendar year. | |||
| (e) | Awards. Stock Options, Restricted Stock, Restricted Stock Units and Recognition Awards, as defined above, are sometimes referred to as “Awards”. | ||
| To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Certain Awards made under this Plan which were earned and vested (within the meaning of section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to Section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of Participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing section 409A, whether by this amendment and restatement or otherwise. |
| 5. | COMMON STOCK SUBJECT TO THE PLAN |
| (a) | Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of shares of Common Stock available for issuance to Participants under the Plan shall be 15,000,000. | ||
| In addition, any Common Stock covered by a Stock Option granted under the Plan, which is forfeited, cancelled or expires in whole or in part shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan. | |||
| If any Stock Option is exercised by tendering Common Stock, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of the Stock Option under the Plan, or if the tax withholding requirements are satisfied through such tender, only the number of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares available for grants under the Plan. Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior to vesting, the shares of Common Stock subject thereto shall again be available for Awards under the Plan. | |||
| (b) | Individual Share Limits. The number of shares of Common Stock subject to Stock Options or available for Restricted Stock, Restricted Stock Unit or Recognition Awards granted under the Plan to any single Participant over the duration of the Plan shall not exceed 10 percent of the total number of shares available under the Plan. | ||
| (c) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits |
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| intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the number of shares credited to an account; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A. | |||
| (d) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: |
| (i) | The total number of shares of Common Stock that shall be available for Restricted Stock, Restricted Stock Unit and Recognition Awards under the Plan shall be limited to 25% of the total shares authorized for Awards hereunder. | ||
| (ii) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. | ||
| (iii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| (e) | Stock Deposit Requirements and other Restrictions. The Committee, in its discretion, may require as a condition to the grant of Awards, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grants, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner. |
| 6. | STOCK OPTION TERM AND TYPE |
| (a) | General. Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month. |
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| (b) | No Reload Rights. Stock Options granted under this Plan shall not contain any provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original option. | ||
| (c) | No Repricing. Subject to Section 5(c), outstanding Stock Options granted under this Plan shall under no circumstances be repriced. |
| 7. | GRANT, EXERCISE AND VESTING OF STOCK OPTIONS |
| (a) | Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee has discretionary authority to determine the size of a Stock Option grant, which may be tied to meeting performance-based requirements. | ||
| (b) | Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company. | ||
| (c) | Vesting. Stock Options shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the Stock Option grant. | ||
| (d) | Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee: |
| (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); | ||
| (ii) | through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or | ||
| (iii) | by a combination of (i) and (ii) above. |
| For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii) shall have a value equal to the Fair Market Value of the Common Stock on the date of exercise. | |||
| (e) | Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock Option gains may not be deferred after December 31, 2004. |
| 8. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS | |
| Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or performance-based method. |
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| (a) | Discretionary Awards. With respect to discretionary Awards of Restricted Stock and Restricted Stock Units, the Committee shall: |
| (i) | Select Participants to whom Awards will be made; | ||
| (ii) | Determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded to a Participant; | ||
| (iii) | Determine the length of the restricted period, which shall be no less than four years; | ||
| (iv) | Determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units; and | ||
| (v) | Determine any restrictions other than those set forth in this Section 8. |
| (b) | Performance-Based Awards. With respect to Awards of performance-based Restricted Stock and Restricted Stock Units, the intent is to grant such Awards so as to satisfy the requirements for “qualified performance-based compensation” under Internal Revenue Code section 162(m). Performance-based Awards are subject to the following: |
| (i) | The Committee has exclusive authority to determine which Participants may be awarded performance-based Restricted Stock and Restricted Stock Units. | ||
| (ii) | In order for any Participant to be awarded Restricted Stock or Restricted Stock Units for a Performance Period (defined below), the net earnings from continuing operations excluding items identified and disclosed by the Company as non-recurring or special costs and after taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero. | ||
| (iii) | At the end of the Performance Period, if the Committee determines that the requirement of Section 8(b)(ii) has been met, each Participant eligible for a performance-based Award shall be deemed to have earned an Award equal in value to the Maximum Amount, or such lesser amount as the Committee shall determine in its discretion to be appropriate. The Committee may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. For purposes of computing the value of Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the date the Award is granted. | ||
| (iv) | In addition to the limitation on the number of shares of Common Stock available for Awards under section 5(b) hereof, in no event shall the total value of the performance-based Restricted Stock or Restricted Stock Unit Award granted to any Participant for any one Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (such amount is the “Maximum Amount”). | ||
| (v) | The Committee shall determine the length of the restricted period which, subject to Sections 11 and 12, shall be no less than four years. |
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| (vi) | “Performance Period” means a fiscal year of the Company, or such other period as the Committee may from time to time establish. |
| Subject to the restrictions set forth in this Section 8, each Participant who receives Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. | ||
| Each Participant who receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, one share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that number of shares of Common Stock. Participants who receive Restricted Stock Units shall have no rights as stockholders with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participants; provided, however, that quarterly during the applicable restricted period for all Restricted Stock Units awarded hereunder, the Company shall pay to each such Participant an amount equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares of Common Stock. | ||
| The Committee may permit Participants to defer receipt of any Common Stock issuable upon the lapse of any restriction of Restricted Stock or Restricted Stock Units, subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount. | ||
| 9. | TRANSFERABILITY OF AWARDS | |
| Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Section 8, no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period. | ||
| 10. | TAXES | |
| Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. | ||
| 11. | CHANGE OF CONTROL | |
| Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”: |
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| (a) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or | ||
| (b) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (c) | The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding |
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| voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | |||
| (d) | Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |
| After such one (1) year period the normal Stock Option exercise provisions of the Plan shall govern. Notwithstanding any other provision of the Plan, but subject to Section 6, in the event a Participant’s employment with the Company is terminated within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock Options of such Participant at that date of termination shall be exercisable for a period of six (6) months beginning on the date of termination. | ||
| With respect to Stock Option grants outstanding as of the date of any such Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control. | ||
| In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted Stock and Restricted Stock Units, effective as of the date of such Change of Control. If the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units shall be settled upon the Change of Control. If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock Units that are not Section 409A Restricted Stock Units and on which a deferral election was not made shall be settled upon the Change of Control. However, the Section 409A Restricted Stock Units, or Restricted Stock Units for which a proper deferral election was made, shall be settled on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable. | ||
| 12. | TERMINATION OF EMPLOYMENT |
| (a) | Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either |
| (i) | the voluntary resignation of the Participant, or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of Conduct, policies or practices, |
| then Participant’s Stock Options shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options) and no Stock Options shall become exercisable after such termination, and all shares of Restricted Stock and Restricted Stock Units which are subject to restriction and not vested on the date of termination shall be forfeited. |
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| (b) | Other Termination. If the Participant’s employment by the Company terminates for any reason other than specified in Sections 11, 12 (a), (c), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award agreement, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately. Stock Options shall remain exercisable for the remaining full term of such Stock Options. | ||
| (ii) | In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, shares of Restricted Stock and Restricted Stock Units shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination and be paid (or deferred, as appropriate) immediately. | ||
| Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this Section 12(b) shall be paid on the Participant’s separation from service (within the meaning of Code section 409A), or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. |
| (c) | Death. If a Participant dies while employed by the Company, any Stock Option previously granted under this Plan shall fully vest and become exercisable upon death and may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate. | ||
| With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in |
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| the first paragraph of this Section 12(c) and any deposit requirement shall be terminated. | |||
| A Participant who dies while employed by the Company during any applicable restricted period, shall fully vest in such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. | |||
| (d) | Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option, and shall fully vest in and be paid or have deferred, all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). However, the Restricted Stock Units without a proper deferral election that vest under this Section 12(d) shall be payable on the Participant’s separation from service (within the meaning of Code section 409A) or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. | ||
| A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit”. | |||
| (e) | Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment will be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A. |
| 13. | ADMINISTRATION OF THE PLAN |
| (a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 13. | ||
| (b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board. | ||
| (c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: |
| (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 14) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services |
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| rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. | |||
| (ii) | The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | ||
| (iii) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. |
| (d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| 14. | AMENDMENTS OF THE PLAN | |
| The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the stockholders which would: |
| (a) | except as provided in Section 5(c) materially increase the number of shares which may be issued under the 2003 Plan; | ||
| (b) | permit granting of Stock Options at less than Fair Market Value; | ||
| (c) | except as provided in Section 5(c), permit the repricing of outstanding Stock Options; or | ||
| (d) | amend the maximum shares set forth in Section 5(b) which may be granted to any single Participant. | ||
| No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award without the consent of the Participant. There is no obligation for uniformity of treatment of Participants under the Plan. | |||
| 15. | FOREIGN JURISDICTIONS | |
| The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available |
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| tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Awards under the Plan. | ||
| 16. | NON-ALIENATION OF RIGHTS AND BENEFITS | |
| Subject to Section 9, no right or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit under the Plan be subject to the debts, contacts, liabilities or torts of the person entitled to such rights or benefits. | ||
| 17. | LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY. | |
| Nothing in the Plan shall be construed: |
| (a) | to give any employee of the Company any right to be granted any Award other than at the sole discretion of the Plan Committee; | ||
| (b) | to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan; | ||
| (c) | to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or | ||
| (d) | to be evidence of any agreement or understanding, express or implied, that the company or any Subsidiary will employ any Participant in any particular position at any particular rate of compensation or for any particular period of time. |
| Payments and other benefits received by a Participant under an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless expressly so provided by such other plan, contract or arrangement. | ||
| 18. | NO LOANS | |
| The Company shall not lend money to any Participant to finance a transaction under this Plan. | ||
| 19. | NOTICES | |
| All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: |
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| 20. | RECOGNITION AWARDS | |
| The Committee hereby authorizes the distribution of up to 10,000 shares of Common Stock as Recognition Awards in any calendar year during the duration of the Plan. A Company officer may identify employees of the Company who have made special contributions to the business and/or performance of the Company and request that the Corporate Secretary deliver Recognition Awards to such Participants in recognition of such contributions. Each year, the Committee shall review the grants of Recognition Awards made in the prior year. Recognition Award shares may be fully vested upon grant or subject to such vesting conditions as the Committee may authorize. |
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| 1. | PURPOSE OF THE PLAN | |
| The purpose of the General Mills, Inc. 2005 Stock Compensation Plan (the “Plan”) is to attract and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company. | ||
| 2. | EFFECTIVE DATE AND DURATION OF PLAN | |
| This Plan shall become effective as of September 26, 2005, subject to the approval of the stockholders of the Company at the Annual Meeting on September 26, 2005. Awards may be made under the Plan until December 31, 2007. | ||
| 3. | ELIGIBLE PERSONS | |
| Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock or Restricted Stock Units (each defined below) and become “Participants” under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall exercise the discretionary power to determine from time to time the employees of the Company who are eligible to participate in this Plan. | ||
| 4. | AWARD TYPES |
| (a) | Stock Option Awards. Under this Plan, the Committee may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. | ||
| (b) | Stock Option Exercise Price. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the applicable date. | ||
| (c) | Restricted Stock Awards. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”) (Stock Options, Restricted Stock and Restricted Stock Units are sometimes referred to as “Awards”). |
| 5. | COMMON STOCK SUBJECT TO THE PLAN |
| (a) | Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of shares of Common Stock available for issuance to Participants under the Plan shall be 15,000,000. The Company will repurchase a number of shares of Common Stock at least equal to the number of shares of Common Stock issued under this Plan. | ||
| In addition, any Common Stock covered by a Stock Option granted under the Plan which is forfeited prior to the end of the vesting period shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan. If (i) any Stock Option that is exercised through the delivery of Common Stock in satisfaction of the exercise price, and (ii) withholding tax requirements arising upon exercise of any Stock Option are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, the full number of shares of Common Stock underlying any such Stock Option that is exercised shall count against the maximum number of shares available for grants under the Plan. |
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| Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior to vesting, the shares of Common Stock subject thereto shall again be available for Awards under the Plan. |
| (b) | Individual Share Limits. The number of shares of Common Stock subject to Stock Options or available for Restricted Stock or Restricted Stock Unit Awards granted under the Plan to any single Participant over the duration of the Plan shall not exceed 10% of the original number of shares available under the Plan. | ||
| (c) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the number of shares credited to an account; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A. | ||
| (d) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: |
| (i) | The total number of shares of Common Stock that shall be available for Restricted Stock and Restricted Stock Unit Awards under the Plan shall be limited to 25% of the total shares authorized for Awards hereunder. | ||
| (ii) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. | ||
| (iii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| (e) | Stock Deposit Requirements and other Restrictions. The Committee, in its discretion, may require as a condition to the grant of Awards, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grants, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner. |
| 6. | STOCK OPTION TERM AND TYPE |
| (a) | General. Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month. | ||
| (b) | No Reload Rights. Stock Options granted under this Plan shall not contain any provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original option. | ||
| (c) | No Repricing. Subject to Section 5(c), outstanding Stock Options granted under this Plan shall under no circumstances be repriced. |
| 7. | GRANT, EXERCISE AND VESTING OF STOCK OPTIONS |
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| (a) | Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee has discretionary authority to determine the size of a Stock Option grant, which may be tied to meeting performance-based requirements. | ||
| (b) | Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company. | ||
| (c) | Vesting. Stock Options shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the Stock Option grant. | ||
| (d) | Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee: |
| (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); | ||
| (ii) | through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or | ||
| (iii) | by a combination of (i) and (ii) above. |
| 8. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS | |
| Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or performance-based method. |
| (a) | Discretionary Awards. With respect to discretionary Awards of Restricted Stock and Restricted Stock Units, the Committee shall |
| (i) | Select Participants to whom Awards will be made; | ||
| (ii) | Determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded to a Participant; | ||
| (iii) | Determine the length of the restricted period, which shall be no less than four years; | ||
| (iv) | Determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units; and | ||
| (v) | Determine any restrictions other than those set forth in this Section 8. |
| (b) | Performance-Based Awards. With respect to Awards of performance-based Restricted Stock and Restricted Stock Units, the intent is to grant such Awards so as to satisfy the requirements for “qualified performance-based compensation” under Internal Revenue Code section 162(m). Performance-based Awards are subject to the following: |
| (i) | The Committee has exclusive authority to determine which Participants may be awarded performance-based Restricted Stock and Restricted Stock Units. | ||
| (ii) | In order for any Participant to be awarded Restricted Stock or Restricted Stock Units for a Performance Period (defined below), the net earnings from continuing operations excluding items identified and disclosed by the Company as non-recurring or special costs and after taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero. | ||
| (iii) | At the end of the Performance Period, if the Committee determines that the requirement of Section 8(b)(ii) has been met, each Participant eligible for a performance-based Award shall be deemed to have earned an Award equal in value to the Maximum Amount, or such lesser amount as the |
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| Committee shall determine in its discretion to be appropriate. The Committee may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to another Participant. For purposes of computing the value of Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the date the Award is granted. |
| (iv) | In addition to the limitation on the number of shares of Common Stock available for Awards under section 5(b) hereof, in no event shall the total value of the performance-based Restricted Stock or Restricted Stock Unit Award granted to any Participant for any one Performance Period exceed 0.5% of the Company’s Net Earnings for that Performance Period (such amount is the “Maximum Amount”). | ||
| (v) | The Committee shall determine the length of the restricted period which, subject to Sections 11 and 12, shall be no less than four years. | ||
| (vi) | “Performance Period” means a fiscal year of the Company, or such other period as the Committee may from time to time establish. |
| 9. | TRANSFERABILITY OF AWARDS | |
| Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Section 8, no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period. | ||
| 10. | TAXES | |
| Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or the Company may in its discretion withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements. | ||
| 11. | CHANGE OF CONTROL | |
| Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”: |
| (a) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% |
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| or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or |
| (b) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (c) | The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | ||
| (d) | Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |
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| 12. | TERMINATION OF EMPLOYMENT |
| (a) | Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either |
| (i) | the voluntary resignation of the Participant, or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of Conduct, policies or practices, |
| (b) | Other Termination. If the Participant’s employment by the Company terminates for any reason other than specified in Sections 11, 12 (a), (c), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award agreement, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately. Stock Options shall remain exercisable for the remaining full term of such Stock Options. | ||
| (ii) | In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, shares of Restricted Stock and Restricted Stock Units shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination and be paid (or deferred, as appropriate) immediately. |
| (c) | Death. If a Participant dies while employed by the Company, any Stock Option previously granted under this Plan shall fully vest and become exercisable upon death and may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate. | ||
| With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock |
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| Options may be exercised as provided in the first paragraph of this Section 12(c) and any deposit requirement shall be terminated. | |||
| A Participant who dies while employed by the Company during any applicable restricted period, shall fully vest in such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. |
| (d) | Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option and shall fully vest in and be paid or have deferred all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). However, the Restricted Stock Units without a proper deferral election that vest under this Section 12(d) shall be payable on the Participant’s separation from service (within the meaning of Code section 409A) or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. | ||
| A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit.” | |||
| (e) | Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A. |
| 13. | ADMINISTRATION OF THE PLAN |
| (a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 13. | ||
| (b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board. | ||
| (c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: |
| (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 14) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. | ||
| (ii) | The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | ||
| (iii) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. | ||
| (v) | The Plan shall at all times be managed and operated in accordance with applicable laws. |
| (d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one |
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| or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| (e) | Code section 409A. To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. |
| 14. | AMENDMENTS OF THE PLAN | |
| The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the stockholders which would |
| (a) | except as provided in Section 5(c), materially increase the number of shares which may be issued under the Plan; | ||
| (b) | permit granting of Stock Options at less than Fair Market Value; | ||
| (c) | except as provided in Section 5(c), permit the repricing of outstanding Stock Options; or | ||
| (d) | amend the maximum shares set forth in Section 5(b) which may be granted to any single Participant. |
| 15. | FOREIGN JURISDICTIONS | |
| The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Awards under the Plan. |
| 16. | NON-ALIENATION OF RIGHTS AND BENEFITS | |
| Subject to Section 9, no right or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit under the Plan shall be subject to the debts, contacts, liabilities or torts of the person entitled to such rights or benefits. |
| 17. | LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY | |
| Nothing in the Plan shall be construed |
| (a) | to give any employee of the Company any right to be granted any Award other than at the sole discretion of the Committee; | ||
| (b) | to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan; | ||
| (c) | to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or | ||
| (d) | to be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ any Participant in any particular position at any particular rate of compensation or for any particular period of time. |
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| 18. | NO LOANS | |
| The Company shall not lend money to any Participant to finance a transaction under this Plan. |
| 19. | NOTICES | |
| All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: |
| 20. | RECOGNITION AWARDS | |
| Up to 10,000 shares of Common Stock may be awarded as Recognition Awards in any calendar year during the duration of the Plan. A Company officer may identify employees of the Company who have made special contributions to the business and/or performance of the Company and request that the Corporate Secretary deliver Recognition Awards to such Participants in recognition of such contributions. Each year, the Committee shall review the grants of Recognition Awards made in the prior year. Recognition Award shares may be fully vested upon grant or subject to such vesting conditions as the Committee may authorize. |
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| 1. | PURPOSE OF THE PLAN | |
| The purpose of the General Mills, Inc. 2007 Stock Compensation Plan (the “Plan”) is to attract and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company. The Company shall include any successors to General Mills, Inc. or any future parent corporations or similar entities. | ||
| 2. | EFFECTIVE DATE AND DURATION OF PLAN | |
| This Plan shall become effective as of September 24, 2007, subject to the approval of the stockholders of the Company at the Annual Meeting on September 24, 2007. Awards may be made under the Plan until December 31, 2009. | ||
| 3. | ELIGIBLE PERSONS | |
| Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock, Restricted Stock Units, and/or Stock Appreciation Rights (each defined below) and become “Participants” under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall exercise the discretionary authority to determine from time to time the employees of the Company who are eligible to participate in this Plan. | ||
| 4. | AWARD TYPES |
| (a) | Stock Option Awards. Under this Plan, the Committee may award Participants options (“Stock Options”) to purchase a fixed number of shares of common stock ($.10 par value) of the Company (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase shares of Common Stock at an “Exercise Price” established by the Committee which shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price on the New York Stock Exchange of the Company’s Common Stock on the applicable date. | ||
| (b) | Restricted Stock Awards. The Committee may grant Participants, subject to certain restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of Common Stock or cash (“Restricted Stock Units”). | ||
| (c) | Stock Appreciation Rights. The Committee may also award Participants Stock Appreciation Rights. A Stock Appreciation Right is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the complete discretion of the Committee, equal to the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the Fair Market Value of one share of Common Stock on the date of grant. |
| Stock Options, Restricted Stock, Restricted Stock Units and Stock Appreciation Rights are sometimes referred to as “Awards”. To the extent any Award is subject to section 409A of the Internal Revenue Code of 1986, as amended (“Code section 409A”), the terms and administration of such Award shall comply therewith and IRS guidance thereunder. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. |
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| 5. | COMMON STOCK SUBJECT TO THE PLAN |
| (a) | Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of shares of Common Stock available for Awards to Participants under the Plan shall be 10,000,000. Stock Options and Stock Appreciation Rights awarded shall reduce the number of shares available for Awards by one share for every one share granted; provided that Stock Appreciation Rights that may be settled only in cash shall not reduce the number of shares available for Awards. Awards of Restricted Stock and Restricted Stock Units settled in shares of Common Stock shall reduce the number of shares available for Award by one share for every one share awarded, up to 25 percent of the total number of shares available; beyond that, Restricted Stock and Restricted Stock Units settled in shares of Common Stock shall reduce the number of shares available for Award by five shares for every one share awarded. Restricted Stock Units that may be settled only in cash shall not reduce the number of shares available for Awards. | ||
| The Company will repurchase a number of shares of Common Stock in the public market at least equal to the number of shares of Common Stock issued under this Plan. | |||
| In addition, any Common Stock covered by a Stock Option or Stock Appreciation Right granted under the Plan which is forfeited prior to the end of the vesting period shall be deemed not to be granted for purposes of determining the maximum number of shares of Common Stock available for Awards under the Plan. In the event a Stock Appreciation Right is settled for cash, the number of shares deducted against the maximum number of shares provided in Section 5(a) shall be restored and again be available for Awards. However, if (i) any Stock Option or Stock Appreciation Right that is exercised through the delivery of Common Stock in satisfaction of the Exercise Price, and (ii) withholding tax requirements arising upon exercise of any Stock Option or Stock Appreciation Right are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, the full number of shares of Common Stock underlying any such Stock Option or Stock Appreciation Right, or portion thereof being so issued shall count against the maximum number of shares available for grants under the Plan. | |||
| Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior to vesting, the shares of Common Stock subject thereto shall again be available for Awards under the Plan. | |||
| (b) | Individual Share Limits. The number of shares of Common Stock subject to Stock Options and Stock Appreciation Rights or shares of Common Stock available for Restricted Stock or Restricted Stock Unit Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 1,000,000 shares and/or units per fiscal year. This per-Participant limit shall be construed and applied consistently with Code section 162(m) and the regulations thereunder. | ||
| (c) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding Awards; (iii) the number of shares credited to an account; (iv) the share limits imposed under the Plan; and if applicable; (v) the Exercise Price of outstanding Options and Stock Appreciation Rights provided that the number of shares of Common Stock subject to any Option or Stock Appreciation Right denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, combination of shares, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the |
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| Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option or Stock Appreciation Right under this paragraph shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Code section 409A. | |||
| (d) | Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following: |
| (i) | Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. | ||
| (ii) | To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| (e) | Stock Deposit Requirements and other Restrictions. The Committee, in its discretion, may require as a condition to the grant of Awards, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grant, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option or Stock Appreciation Right shall be restricted in any manner. |
| 6. | STOCK OPTIONS AND STOCK APPRECIATION RIGHTS TERMS AND TYPE |
| (a) | General. Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option and Stock Appreciation Right granted under the Plan shall be determined by the Committee, provided that said term shall not exceed 10 years and one month. | ||
| (b) | No Reload Rights. Neither Stock Options nor Stock Appreciation Rights granted under this Plan shall contain any provision entitling the optionee or right-holder to the automatic grant of additional options or rights in connection with any exercise of the original option or right. | ||
| (c) | No Repricing. Subject to Section 5(c), outstanding Stock Options and Stock Appreciation Rights granted under this Plan shall under no circumstances be repriced. |
| 7. | GRANT, EXERCISE AND VESTING OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS |
| (a) | Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee has discretionary authority to determine the size of a Stock Option or Stock Appreciation Right Award, which may be tied to meeting performance-based requirements. | ||
| (b) | Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option or Stock Appreciation Right may be exercised only in accordance with the terms and conditions of the Stock Option grant or Stock Appreciation Right and during the periods as may be established by the Committee. A Participant exercising a Stock Option or Stock Appreciation Right shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company. | ||
| (c) | Vesting. Stock Options and Stock Appreciation Rights shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options and Stock Appreciation Rights shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the grant. |
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| (d) | Payment of Exercise Price. The Exercise Price for Stock Options shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee: |
| (i) | in cash (including check, draft, money order or wire transfer made payable to the order of the Company); | ||
| (ii) | through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); | ||
| (iii) | by a combination of (i) and (ii) above; or | ||
| (iv) | by authorizing a third party broker to sell a sufficient number of shares of Common Stock acquired upon exercise of the Stock Option and remit to the Company such sales proceeds to pay the entire Exercise Price and any tax withholding resulting from the exercise. |
| For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii) shall have a value equal to the Fair Market Value of the Common Stock on the date of exercise. |
| 8. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS | |
| Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or performance-based method. |
| (a) | Discretionary Awards. With respect to discretionary Awards of Restricted Stock and Restricted Stock Units, the Committee shall: |
| (i) | Select Participants to whom Awards will be made; | ||
| (ii) | Subject to the otherwise applicable Plan limits, determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded to a Participant; | ||
| (iii) | Determine the length of the restricted period, which shall be no less than four years; | ||
| (iv) | Determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units; | ||
| (v) | Determine whether Restricted Stock Unit Awards will be settled in shares of Common Stock or cash; and | ||
| (vi) | Determine any restrictions other than those set forth in this Section. |
| (b) | Performance-Based Awards. With respect to Awards of performance-based Restricted Stock and Restricted Stock Units, the intent is to grant such Awards so as to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m). Performance-based Awards are subject to the following: |
| (i) | The Committee has exclusive authority to determine which Participants may be awarded performance-based Restricted Stock and Restricted Stock Units and whether any Restricted Stock Unit Awards will be settled in shares of Common Stock, cash, or a combination thereof. | ||
| (ii) | In order for any Participant to be awarded Restricted Stock or Restricted Stock Units for a Performance Period (defined below), the net earnings from continuing operations excluding items identified and disclosed by the Company as non-recurring or special costs and after taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero. | ||
| (iii) | At the end of the Performance Period, if the Committee determines that the requirement of Section 8(b)(ii) has been met, each Participant eligible for a performance-based Award shall be deemed to have earned an Award equal in value to the Maximum Amount, or such lesser amount as the Committee shall determine in its discretion to be |
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| appropriate. The Committee may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. For purposes of computing the value of Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the date the Award is granted. |
| (iv) | In addition to the limitation on the number of shares of Common Stock available for Awards under section 5(b) hereof, in no event shall the total value of the performance-based Restricted Stock or Restricted Stock Unit Award granted to any Participant for any one Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (such amount is the “Maximum Amount”). | ||
| (v) | The Committee shall determine the length of the restricted period which, subject to Sections 11 and 12, shall be no less than four years. | ||
| (vi) | “Performance Period” means a fiscal year of the Company, or such other period as the Committee may from time to time establish. |
| Subject to the restrictions set forth in this Section, each Participant who receives Restricted Stock shall have all rights as a stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. | ||
| Each Participant who is awarded Restricted Stock Units that are settled in shares of Common Stock shall be eligible to receive, at the expiration of the applicable restricted period (or such later time as provided herein), one share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that number of shares of Common Stock. Each Participant who is awarded Restricted Stock Units that are settled in cash shall receive an amount equal to the Fair Market Value of a share of Common Stock on the date the applicable restricted period ends, multiplied by the number of Units awarded. Participants who receive Restricted Stock Units shall have no rights as stockholders with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participants (if applicable); provided, however, that as of the first day of each quarter, during the applicable restricted period for all Restricted Stock Units awarded hereunder, the Company shall pay to each such Participant an amount equal to the sum of all dividends and other distributions paid by the Company during the prior quarter on that equivalent number of shares of Common Stock. | ||
| The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or cash issuable upon the lapse of any restriction of Restricted Stock or Restricted Stock Units, subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount. | ||
| 9. | TRANSFERABILITY OF AWARDS | |
| Except as otherwise provided by rules of the Committee, no Stock Options or Stock Appreciation Right shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options or Stock Appreciation Right shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Section 8, no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period. | ||
| 10. | TAXES | |
| The Company has the right to withhold amounts from Awards to satisfy tax obligations as it deems appropriate. Whenever the Company issues Common Stock under the Plan, unless it decides to satisfy the withholding obligations through additional withholding on salary or other wages, it may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state, local or foreign tax withholding requirements prior to the delivery of such Common Stock, or the Company may in its discretion withhold from the shares to be delivered shares sufficient to satisfy all |
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| or a portion of such tax withholding requirements; provided however, except as otherwise provided by the Committee, that the total tax withholding where shares are used to satisfy such tax obligations shall not exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for Federal, state and foreign tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). |
| 11. | CHANGE OF CONTROL |
| (a) | Each of the following (i) through (iv) constitutes a “Change of Control”: |
| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or | ||
| (ii) | Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (iii) | Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”); excluding however, such a Business Combination pursuant to which (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Securities, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or |
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| indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
| (iv) | Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. |
| (b) | If, within two years after a Change of Control a Participant experiences an involuntary separation from service initiated by the Company for reasons other than “cause” (for this purpose cause shall have the same meaning as that term has in Section 4.2(b)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers), or a separation from service for “good reason” actually entitling the employee to certain separation benefits under Section 4.2(a)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers, the following applies: |
| (i) | All of his or her outstanding Stock Options and Stock Appreciation Rights shall fully vest immediately and remain exercisable for the one-year period beginning on the date of his or her separation from service. | ||
| (ii) | All shares of Restricted Stock and Restricted Stock Units shall fully vest and be settled immediately (subject to a proper deferral election made with respect to the Award); provided, however, that any Section 409A Restricted Stock Units (not subject to a proper deferral election) shall be settled on the Participant’s separation from service (within the meaning of Code section 409A) or in the case of a Participant who is a “specified employee” (within the meaning of Code section 409A) on the first day of the seventh month following the month of the Participant’s separation from service. |
| (c) | If, pending a Change of Control, the Committee determines the Common Stock will cease to exist without an adequate replacement security that preserves Participants’ economic rights and positions, then, by action of the Committee, the following shall occur: |
| (i) | All Stock Options and Stock Appreciation Rights shall become exercisable immediately prior to the consummation of the Change of Control in such manner as is deemed fair and equitable by the Committee. | ||
| (ii) | The restrictions on all shares of Restricted Stock shall lapse and Restricted Stock Units shall vest immediately prior to consummation of the Change of Control. | ||
| (iii) | If the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units shall be settled upon the Change of Control. | ||
| (iv) | If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock Units that are not Section 409A Restricted Stock Units and on which a deferral election was not made shall be settled upon the Change of Control. However, the Section 409A Restricted Stock Units, or Restricted Stock Units for which a proper deferral election was made, shall be settled in cash equal to the Fair Market Value of the Restricted Stock Units at the time of the Change of Control, plus interest at a rate of Prime plus 1% from the Change of Control to the date of payment, which shall be the time the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable. |
| (d) | With respect to any outstanding Awards as of the date of any Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control. |
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| 12. | TERMINATION OF EMPLOYMENT |
| (a) | Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either |
| (i) | the voluntary resignation of the Participant, or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of Conduct, policies or practices, |
| then the Participant’s Stock Options and Stock Appreciation Rights shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options or Stock Appreciation Rights) and no Stock Options or Stock Appreciation Rights shall become exercisable after such termination, and all shares of Restricted Stock and Restricted Stock Units which are subject to restriction on the date of termination shall be forfeited. | |||
| (b) | Other Termination. If the Participant’s employment by the Company terminates involuntarily at the initiation of the Company for any reason other than specified in Sections 11, 12 (a), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such involuntary termination, the sum of the Participant’s age and years of service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options and Stock Appreciation Rights shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award agreement, the restriction on all shares of Restricted Stock shall lapse and Restricted Stock Units shall vest and be paid (or deferred, as appropriate) immediately. Stock Options and Stock Appreciation Rights shall remain exercisable for the remaining full term of such Awards. | ||
| (ii) | In the event that, at the time of such involuntary termination, the sum of the Participant’s age and years of service with the Company is less than 70, the Participant’s outstanding unexercisable Stock Options and Stock Appreciation Rights, and unvested Restricted Stock and Restricted Stock Units, shall become exercisable or vest and paid or deferred immediately, as the case may be, as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Appreciation Rights, and Stock Options and Stock Appreciation Rights exercisable on the date of termination, remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option and/or Stock Appreciation Right. All other Stock Options, Stock Appreciation Rights, shares of Restricted Stock and Restricted Stock Units shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options and Stock Appreciation Rights which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options and Stock Appreciation Rights already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option or Stock Appreciation Right, and all shares of Restricted Stock and Restricted Stock Units shall vest as of the date of termination and be paid or deferred immediately. |
| Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this Section 12(b) shall be paid on the Participant’s separation from service (within the meaning of Code section 409A), or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. |
| (c) | Death. If a Participant dies while employed by the Company, any Stock Option or Stock Appreciation Right previously granted under this Plan shall fully vest and become exercisable upon death and may be exercised by the person designated in such Participant’s last will and |
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| testament or, in the absence of such designation, by the Participant’s estate. Stock Options and Stock Appreciation Rights shall remain exercisable for the remaining full term of such Awards. |
| A Participant who dies while employed by the Company during any applicable restricted period, shall fully vest in such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. Such shares or cash shall be paid as of the first day of the month following death. |
| (d) | Retirement. The Committee shall determine, at the time of grant, the treatment of Awards upon the retirement of the Participant. Unless other terms are specified in the original Award, if the termination of employment is due to a Participant’s retirement on or after age 55 and completion of five years of eligibility service under the General Mills Pension Plan, the Participant may exercise a Stock Option or Stock Appreciation Right pursuant to the original terms and conditions of such Awards, and shall fully vest in, and be paid or have deferred, all shares of Restricted Stock or shares or cash attributable to Restricted Stock Units effective as of the date of employment termination as a retiree. However, the Restricted Stock Units without a proper deferral election that vest under this Section 12(d) shall be payable on the Participant’s separation from service (within the meaning of Code section 409A) or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. | ||
| A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit”. | |||
| Notwithstanding the above, the terms of this Section 12(d) shall not apply to a Participant who, prior to a Change of Control, is terminated for cause as described in Section 12(a)(ii); said Participant shall be treated as provided in Section 12(a). | |||
| (e) | Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the vesting treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A. |
| 13. | ADMINISTRATION OF THE PLAN |
| (a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section. | ||
| (b) | Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more outside, disinterested members of the Board who, in the judgment of the Board, are qualified to administer the Plan as contemplated by Rule 16b-3 of the Securities and Exchange Act of 1934 (or any successor rule), Code section 162(m) and the regulations thereunder (or any successors thereto), and any rules and regulations of a stock exchange on which Common Stock is traded. | ||
| (c) | Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following: |
| (i) | Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 14) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. |
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| (ii) | The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. | ||
| (iii) | The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding. |
| (d) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| 14. | AMENDMENTS OF THE PLAN | |
| The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the stockholders which would: |
| (a) | except as provided in Section 5(c), materially increase the number of shares which may be issued under the Plan; | ||
| (b) | permit granting of Stock Options or Stock Appreciation Rights at less than Fair Market Value; | ||
| (c) | except as provided in Section 5(c), permit the repricing of outstanding Stock Options or Stock Appreciation Rights; or | ||
| (d) | amend the maximum shares set forth in Section 5(b) which may be granted to any single Participant. |
| No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award, in any material respect, without the consent of the Participant. There is no obligation for uniformity of treatment of Participants under the Plan. | ||
| 15. | FOREIGN JURISDICTIONS | |
| The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Awards under the Plan. | ||
| 16. | NON-ALIENATION OF RIGHTS AND BENEFITS. | |
| Subject to Section 9 and the rights of the Company established under the Plan’s terms, no right or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit under the Plan be subject to the debts, contracts, liabilities or torts of the person entitled to such rights or benefits. | ||
| 17. | LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY. | |
| Nothing in the Plan shall be construed |
| (a) | to give any employee of the Company any right to be granted any Award other than at the sole discretion of the Committee; | ||
| (b) | to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan; |
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| (c) | to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or | ||
| (d) | to be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ any Participant in any particular position at any particular rate of compensation or for any particular period of time. |
| Payments and other benefits received by a Participant under an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless expressly so provided by such other plan, contract or arrangement. | ||
| 18. | NO LOANS | |
| The Company shall not lend money to any Participant to finance a transaction under this Plan. | ||
| 19. | NOTICES | |
| All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to: |
| Attention: Corporate Compensation General Mills, Inc. Number One General Mills Boulevard Minneapolis, MN 55426 |
| 20. | RECOGNITION AWARDS | |
| Notwithstanding any other provision of the Plan to the contrary, the Committee is given the discretionary authority to award up to a total of 10,000 unrestricted shares of Common Stock during each calendar year to selected employees as a bonus or reward (“Recognition Awards”). Under this paragraph no employee shall receive over 100 shares of Common Stock as Recognition Awards over the duration of the Plan’s term. |
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| 1. | PURPOSE OF THE PLAN |
| 2. | EFFECTIVE DATE AND DURATION OF PLAN |
| 3. | ELIGIBLE PERSONS |
| 4. | AWARD TYPE |
| 5. | AWARDS OF CASH BONUSES, RESTRICTED STOCK AND RESTRICTED STOCK UNITS |
| (a) | Performance Goal. In order for any Participant to receive an Award for a Performance Period, the Net Earnings of the Company must be greater than zero. | ||
| (b) | Grants. At the end of the Performance Period, if the Committee certifies that the requirement of Section 5(a) has been met, each Participant shall be deemed to have earned Awards equal in value to the Maximum Amount, or such lesser amount as the Committee shall determine in its discretion to be appropriate; provided, however, that the exercise of such discretion with respect to any Participant shall not have the effect of increasing an Award payable to any other Participant. Such Awards shall consist of Cash Bonuses, Restricted Stock or Restricted Stock Units, or a combination thereof, as determined by the Committee, subject to the limitation that Restricted Stock and Restricted Stock Units may not constitute more than 50 percent of each Participant’s Award. The Committee, in its discretion, may require, as a condition to the grant of Restricted Stock or Restricted Stock Units, the purchase and deposit of Common Stock owned by the Participant receiving such grant and the forfeiture of such grant if such deposit is not made or maintained during a required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period. For purpose of computing the value of Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the Grant Date. | ||
| (c) | Maximum Amount. Notwithstanding any other provision of this Plan, in no event shall the total Awards value earned by any Participant for any one Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (“Maximum Amount”). | ||
| (d) | Profit Sharing Resolution. All awards under this Plan shall be subject to General Mills’ 1933 Shareholder Resolution on Profit Sharing, as amended. | ||
| (e) | Special Rule for Calendar Year Performance. Notwithstanding any other provision in the Plan to the contrary, cash incentive awards where the amount is determined based on calendar year performance shall be paid in a lump sum on the March 15 immediately following the end of such calendar year. Cash incentive awards where the amount is determined based on the Company’s fiscal year performance (June 1 through May 31) shall be paid in a lump sum on the August 15 immediately following the end of such fiscal year. If applicable under the Plan, awards of |
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| restricted stock or restricted stock units are payable at the times set forth in the Plan document and/or award agreement. The intent of these provisions is to ensure that all such payments are actually made within the short term deferral period described in Treasury Regulations §1.409A-1(b)(4) and that such amounts are not treated as a “deferral of compensation” under Code §409A. |
| 6. | RESTRICTED STOCK AND RESTRICTED STOCK UNITS |
| (a) | Vesting. Subject to the provisions of Sections 10 and 11, the Vesting Date for Restricted Stock and Restricted Stock Units shall be a date set forth in the applicable Grant Agreement but which may not be earlier than 180 days after the applicable Grant Date. The period between the applicable Grant Date and the Vesting Date is referred to as the “Restricted Period”. | ||
| (b) | Common Stock Issuance. Within 60 days after the Vesting Date for a Grant, General Mills shall issue to the Participant a number of shares of Common Stock equal to the number of shares of Restricted Stock or Restricted Stock Units that vested on such Vesting Date, except to the extent the Participant has elected to defer receipt of the Common Stock pursuant to the General Mills, Inc. Deferred Compensation Plan. | ||
| (c) | Dividends and Cash Dividend Equivalents. Subject to the restrictions set forth in Section 5(b), each Participant who receives Restricted Stock shall have all rights as a Stockholder with respect to such shares, including the right to vote the shares and receive dividends and other distributions. A Participant who is credited with Restricted Stock Units shall have no rights as a stockholder with respect to such Restricted Stock Units until such time as share certificates for Common Stock are issued to the Participant. During the Restricted Period, however, the Company shall pay to the Participant, on a quarterly basis, an amount (the “Cash Dividend Equivalent”) equal to the sum of all cash dividends declared by General Mills with record dates during the prior quarter with respect to that number of shares of Common Stock equivalent to the number of Restricted Stock Units credited to the Participant’s Restricted Stock Units Account as of the applicable record date. | ||
| (d) | Grant Agreement. Each Grant shall be confirmed by, and be subject to, the terms of an applicable Grant Agreement. |
| 7. | COMMON STOCK |
| (a) | Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the number of shares credited to an account; and, if applicable, (iv) the exercise price of outstanding Options; provided that the |
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| number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. |
| (b) | Limits on Distribution. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Common Stock under the Plan unless all of the following conditions have been fulfilled: |
| (i) | Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange; or such other securities exchange as may at the time be the principal market for the Common Stock, if applicable; | ||
| (ii) | Any registration or other qualification of such shares of General Mills under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and | ||
| (iii) | Obtaining any other consent, approval or permit from any state, federal or foreign governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. |
| (c) | Noncertificated Issuance of Shares. To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. |
| 8. | TRANSFERABILITY OF GRANTS |
| 9. | TAXES |
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| 10. | CHANGE OF CONTROL |
| (a) | Upon a Change of Control: |
| (i) | All shares of Restricted Stock shall immediately vest in full and Common Stock free of restrictions shall be delivered to Participants, effective as of the date of the Change of Control. | ||
| (ii) | If the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units shall fully vest and be settled upon such Change of Control. | ||
| (iii) | If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock Units that are not section 409A Restricted Stock Units and on which a deferral election was not made shall fully vest and be settled upon such Change of Control. However, the section 409A Restricted Stock Units, or Restricted Stock Units for which a proper deferral election was made, shall fully vest upon a Change of Control and be settled on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable. | ||
| (iv) | The Committee may make such additional adjustments and/or settlements of outstanding Awards for the Performance Period within which the Change of Control occurs as it deems appropriate and consistent with the Plan’s purposes; provided, however, that any such additional adjustments and/or settlements shall be in compliance with section 409A. |
| (b) | “Change of Control” means the occurrence of any of the following events: |
| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of General Mills where such acquisition causes such Person to own 20 percent or more of the combined voting power of the then outstanding voting securities of General Mills entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change of Control: (w) any acquisition directly from General Mills, (x) any |
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| acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by General Mills or any corporation controlled by General Mills or (z) any acquisition by any corporation pursuant to a transaction that complies with clauses (x), (y) and (z) of subsection (iii) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20 percent as a result of a transaction described in clause (w) or (x) above, and such Person subsequently acquires beneficial ownership of additional voting securities of General Mills, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20 percent or more of the Outstanding Voting Securities; or |
| (ii) | Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of General Mills, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (iii) | The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of General Mills (“Business Combination”); excluding, however, such a Business Combination pursuant to which (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns General Mills or all or substantially all of the assets of General Mills either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (y) no Person (excluding any employee benefit plan, or related trust, of General Mills or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting |
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| securities of such corporation, except to the extent that such ownership existed prior to the Business Combination and (z) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
| (iv) | Approval by the stockholders of General Mills of a complete liquidation or dissolution of General Mills. |
| 11. | TERMINATION OF EMPLOYMENT |
| (a) | If the Participant’s employment by the Company is terminated by either: |
| (i) | the voluntary resignation of the Participant or | ||
| (ii) | a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s policies or practices, |
| (b) | If the Participant’s employment by the Company is terminated for any reason other than specified in Section 11(a), (c), (d) or (e), the following rules shall apply: |
| (i) | In the event that, at the time of such termination, the sum of Participant’s age and service with the Company equals or exceeds 70, the Participant’s Restricted Stock and Restricted Stock Units shall fully vest and shall be paid (or deferred, as appropriate), immediately unless otherwise provided in the Grant Agreement. | ||
| (ii) | In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Restricted Stock and Restricted Stock Units shall vest in a pro-rata amount based on full months of employment completed during the Restricted Period from the date of grant to termination of employment and be paid (or deferred, as appropriate), immediately, and the Participant’s remaining Restricted Stock and Restricted Stock Units shall be forfeited; except if the Participant is an executive officer of the Company, all Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination. |
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| Any section 409A Restricted Stock Units that vest under this provision shall be paid on the Participant’s separation from service (within the meaning of Code section 409A), or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service. |
| (c) | Death. A Participant who dies during the Restricted Period for any Restricted Stock or Restricted Stock Units granted on or after June 1, 2002 shall fully vest in, and have settled, such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. A Participant who dies during the Restricted Period, for any Restricted Stock or Restricted Stock Units granted prior to June 1, 2002, shall vest in, and have settled, a proportionate number of such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death. Such proportionate vesting shall be pro-rata, based on the number of full months of employment completed during the Restricted Period prior to the date of death, as a percentage of the applicable Restricted Period. | ||
| (d) | Retirement. The Committee shall determine, at the time of a Grant, the treatment of the Restricted Stock or Restricted Stock Units upon the retirement of the Participant during the Restricted Period. Unless other terms are specified in the original Grant or the Grant Agreement, if the termination of employment is due to a Participant’s separation from service (within the meaning of Code section 409A) on or after age 55, the Participant shall fully vest in, and be paid, all Restricted Stock or Restricted Stock Units effective as of the date of the separation from service (within the meaning of Code section 409A). Notwithstanding the previous sentence, in the case of a Participant who is a specified employee (within the meaning of Code section 409A) any Restricted Stock Units (not subject to a proper deferral election) shall be paid on the first day of the seventh month following the month of separation of service. | ||
| Restricted Stock Units that could vest upon retirement under this Section 11(d) at any time within the Award’s Restricted Period shall be referred to as a “Section 409A Restricted Stock Unit”. | |||
| (e) | Spin-offs. If the termination of employment during the Restricted Period for any Restricted Stock or Restricted Stock Units is due to the cessation, transfer or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of such Restricted Stock and Restricted Stock Units. Such treatment will be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A. |
| 12. | ADMINISTRATION OF THE PLAN |
| (a) | Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 12, subject to the following: |
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| (i) | Subject to the provisions of the Plan, the Committee shall have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the Amounts covered by the grants, to establish the terms, conditions, restrictions, and other provisions of such Grants, and (subject to the restrictions imposed by Section 13) to cancel or suspend Grants. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. | ||
| (ii) | The Committee shall have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside the United States. | ||
| (iii) | The Committee shall have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. | ||
| (iv) | Any interpretation of the Plan by the Committee and any decision made by it under the Plan shall be final and binding. |
| (b) | Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. |
| 13. | AMENDMENTS OF THE PLAN |
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| 14. | FOREIGN JURISDICTIONS |
| 15. | NOTICE |
| 16. | DEFINITIONS |
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| Position | Multiple | |
Vice President |
1.0 | |
Senior Vice President |
1.5 | |
Executive Vice President and Above |
2.0 |
| Participant | Multiple | |
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| Change of Control | ||||
| Change of Control Participant | Multiple | Outplacement Maximum | ||
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| (a) | upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the” 1934 Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20 % or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20 % as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or |
| (b) | if individuals who, as of a given date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (c) | upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject at the time of such approval by shareholders to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
| (d) | upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
| (a) | as a result of the application of Code Section 415, no additional contributions can be made to the employee’s account under a Base Plan for the remainder of the applicable Limitation Year, or as a result of the application of Code Section 401(a)(17), or the application of the nondiscrimination testing limitations imposed by Code Sections 401(k) and 401(m), or the limitations imposed by Code Section 402(g), he or she cannot make any further Participant contributions to a Base Plan for the remainder of the Plan Year for the Base Plan; or | ||
| (b) | an individual deferred compensation agreement exists with respect to the employee, and the Minor Amendment Committee approves the inclusion of the amounts to be credited under such agreement as “Company Contributions” under the terms of this Plan. Once credited under this Plan, such amounts shall be subject to all provisions of this Plan. |
| (a) | A Participant shall be credited with amounts under this Plan equal to the additional Company Contributions that would have been made to a Base Plan with respect to such Participant for the remainder of the Plan Year or Limitation Year, as appropriate, as if the restrictions described in Section 3.1 did not apply. Such amounts shall be credited to such Participant’s Account under this Plan as of May 31 and December 31. | ||
| Such credits shall be based on the rate of total contributions elected by the Participant under the Base Plan as in effect for the period in which the applicable restriction first applies, but not more than the maximum percentage of Earnable Compensation with respect to which Company Contributions may be made pursuant to the Base Plan as in effect for the period without regard to any limitations on Company Contributions which may be imposed under the Base Plan in order to comply with the applicable limitations. In no event will amounts be credited under this Plan with respect to any Participant if the Participant is able to make any |
| additional contributions under the Base Plan without violating: (a) the limitations of Code section 401(a)(17); (b) the limitations of Code sections 402(g) or 415; or (c) the application of the nondiscrimination limitations under Code sections 401(k) and 401(m). |
| In no event shall a Participant be credited with Contributions under a Base Plan and this Plan during a given period that would exceed the Contributions that would have been made to the Base Plan in the absence of the restrictions imposed by Code Sections 40l(a)(17), 401(k), 401(m), 402(g) and 415. | |||
| (b) | Under the terms of an individual agreement, the amount of Company Contributions shall be determined at the time the Minor Amendment Committee approves the inclusion of such amounts as Company Contributions under this Plan. |
| (a) | Distribution Upon Separation. A Participant’s Account balance shall be distributed to him in a lump sum payment within 60 days following the February 1 of the calendar year next following the calendar year of the Participant’s Separation from Service. | ||
| (b) | Distribution Delay for Key Employees. Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). If a Participant’s distribution is delayed under this Section, his Account balance shall be paid within 60 days following the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, within 60 days following the first day of the month after the Participant’s death). | ||
| (c) | Death. In the event of the death of a Participant prior to the date a full distribution has been made from the Participant’s Account, the Company |
| shall distribute the balance in such Account to the Participant’s Beneficiary, within 60 days following the February 1 of the calendar year next following the calendar year of the date of the Participant’s death. |
| (d) | Unforeseeable Emergency. A Participant may withdraw all or any portion of his Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. | ||
| (e) | Effect of Taxation. If a portion of the Participant’s Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant. | ||
| (f) | Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable anticipation of one or more of the following events: |
| (1) | The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or | ||
| (2) | The making of the payment would violate Federal securities laws or other applicable law; |
| provided, that any payment delayed pursuant to this Section 3.5(f) shall be paid in accordance with Code section 409A. |
| (a) | Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Minor Amendment Committee at such address as may be specified from time to time. The Minor Amendment Committee may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant. | ||
| (b) | Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Minor Amendment Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. | ||
| (c) | Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Minor Amendment Committee and will clearly set forth: |
| (i) | the specific reason or reasons for the denial; | ||
| (ii) | specific reference to pertinent Plan provisions on which the denial is based; |
| (iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
| (iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
| (d) | Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. | ||
| If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. | |||
| (e) | Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth: |
| (i) | the specific reason or reasons for the adverse determination; | ||
| (ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; | ||
| (iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| (iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about |
| such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). |
| A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period. | |||
| (f) | Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. | ||
| (g) | Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve months following a final decision on the claim for benefits by the Minor Amendment Committee. The twelve months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action. |
| (a) | upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or | ||
| (b) | if individuals who, as of a given date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened |
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| solicitation of proxies or consents by or on behalf of a Person other than the Board; or | |||
| (c) | upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | ||
| (d) | upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
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| (a) | any base salary which was deferred during calendar year 1986; | ||
| (b) | any interest or investment increment applied to the amount of the cash award which is deferred; or | ||
| (c) | Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities. |
| (a) | An active participant in one or more Base Plans on and after January 1, 1976 and whose accrued benefits, determined on the basis of the |
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| provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit; | |||
| (b) | An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans; | ||
| (c) | An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual’s age and length of company service at the date of termination equals or exceeds 75; or | ||
| (d) | An individual who participates in the Retirement Income Plan of General Mills, Inc., where the sum of such individual’s age and length of Company service as of June 1, 1991 equals or exceeds 65, and who would have been entitled to a greater benefit under the provisions of the RIP at the time of his or her retirement from the Company had he or she not been considered a “highly compensated employee” for any period on or after January 1, 1989. |
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| (1) | The first prepayment was authorized to be made in January, 1988 to those active Participants who, on December 31, 1987, had earned vested accrued benefits under one or more Base Plans equal to the Maximum Benefit then in effect, payable at December 31, 1987, or age 55, if later. | ||
| (2) | The second prepayment was authorized to be made on or after October, 1988 and before December 31, 1988, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1988, equal to the Maximum Benefit then in effect, payable at December 31, 1988, or age 55, if later. | ||
| (3) | The third prepayment was authorized to be made in December, 1989, to those active Participants who, if the Base Plans had continued in effect through December 31, 1989 as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1990, or at age 55 if later. | ||
| (4) | The fourth prepayment was authorized to be made in October, 1990, to those active Participants who, if the Base Plans had |
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| continued in effect through December 31, 1990, as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1991, or at age 55 if later. | |||
| (5) | The fifth prepayment was authorized to be made in December, 1991, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1991, equal to the Maximum Benefit then in effect, payable at December 31, 1991, or age 55, if later, but only to the extent that, when estimated benefits payable at each Participant’s normal retirement age were projected, the Participant’s additional benefits payable from this Plan at such normal retirement date were equal to or greater than zero. | ||
| (6) | The sixth prepayment was authorized to be made in December, 1992, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1992, equal to the Maximum Benefit then in effect, payable at December 31, 1992, but only to the extent that, when estimated benefits payable at each Participant’s normal retirement age (or announced early retirement age, if earlier) were projected, the Participant’s additional benefits payable from this Plan at such retirement date were equal to or greater than zero. |
| (b) | For such Participants identified in (a) above who were eligible for a Normal or Early Retirement under the applicable Base Plan as of the stated dates, a monthly benefit payable under this Plan was calculated as if (i) retirement actually occurred on the stated date, and (ii) the benefits payable under the applicable Base Plans were paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity for the life of such Participant. | ||
| (c) | For such Participants who are participating in the Company’s Executive Incentive Plan but are not eligible for a Normal or Early Retirement under the applicable Base Plans as of the stated date, a monthly benefit payable under this Plan is calculated under the provisions of Section 3.5 as if (i) such a Participant’s involuntary termination occurred as of the stated date, and (ii) the benefit payable under the applicable Base Plan is paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity payable for the life of such Participant. | ||
| (d) | The present value of the monthly benefits payable under this Plan as calculated above shall be based on the immediate annuity interest rates determined by the Pension Benefit Guaranty Corporation as in effect on the January 1 of the year of any such authorized prepayment. |
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| (e) | In the event the Compensation Committee, or its delegate, believes that payment of the entire present value of any amounts calculated pursuant to this Section may result in an overpayment of amounts that would have been payable under this Plan upon the actual retirement or separation from service of any of such Participants, without regard to the provisions of this Section, the Compensation Committee, or its delegate, shall reduce the amount of the single sum payment as the Compensation Committee, or its delegate, in its sole discretion, deems appropriate. |
| (a) | The monthly benefit payable under the applicable section shall be calculated first without regard to prepayment, under a life only form of payment. | ||
| (b) | The offset for each prepayment shall be calculated based on a lump sum future value of the amount of the prepayment. Such amount will be calculated using the time period from the stated date as of which the prepayment was calculated to the date of the Participant’s retirement, separation, subsequent payment date, or death, and an annual interest rate equal to 66.2% of the immediate annuity interest rate used to calculate the lump sum value of such prepayment, on the after-tax value of the prepayment. The after-tax value of the prepayment shall be based on an effective annual tax rate of 33.8%. This same rate shall be used to compute a before-tax value for offset purposes. The resulting lump sum future value is to be converted to a life annuity figure using the 1983 Group Annuity Mortality table for males. | ||
| (c) | The result in (b) above shall be subtracted from (a) above after both figures have been adjusted for the appropriate form of benefit selected by the Participant (or spouse, in the event of the Participant’s death). The result shall be the additional benefit remaining, if any, to be paid from this Plan. In the event of multiple prepayments for such a Participant, the offset for each prepayment shall be calculated separately and applied to the benefit in (a) above in the order in which paid. In the event the amount (or amounts in the event of multiple payments) determined in (b) above is equal to the amount determined in (a) above, no additional benefits shall be payable under this Plan. If the amount (or amounts in the event of multiple payments) determined in (b) above is greater than the amount determined in (a) above, the Company shall be entitled to recover the amount of any excess prepayments from the Participant and may |
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| withhold and retain sums which would otherwise be payable to the Participant under any other nonqualified plan of the Company in satisfaction of the excess prepayment. |
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| (i) | the specific reason or reasons for the denial; | ||
| (ii) | specific reference to pertinent Plan provisions on which the denial is based; | ||
| (iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
| (iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
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| (i) | the specific reason or reasons for the adverse determination; | ||
| (ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; | ||
| (iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| (iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). |
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| (a) | upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or | ||
| (b) | if individuals who, as of a given date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (c) | upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals |
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| and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or |
| (d) | upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
| (a) | any base salary which was deferred during calendar year 1986; | ||
| (b) | any interest or investment increment applied to the amount of the cash award which is deferred; or |
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| (c) | Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities. |
| (a) | An active participant in one or more Base Plans on and after January 1, 2005 and whose accrued benefits, determined on the basis of the provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit; |
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| (b) | An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans; or | ||
| (c) | An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual’s age and length of company service at the date of termination equals or exceeds 75. |
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Interest Rate:
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7.5% per year | |
Mortality Table:
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Basic Table — 94 GAR per Revenue Ruling 2001-62; unisex Adjustment — 50% male, or such other table as is provided under Code section 417(e). |
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| (a) | The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or | ||
| (b) | The making of the payment would violate Federal securities laws or other applicable law; |
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| (i) | the specific reason or reasons for the denial; | ||
| (ii) | specific reference to pertinent Plan provisions on which the denial is based; | ||
| (iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
| (iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s |
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| right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
| (i) | the specific reason or reasons for the adverse determination; | ||
| (ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; | ||
| (iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| (iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). |
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| 1. | HISTORY AND PURPOSE | |
| General Mills, Inc. (the “Company”) established the General Mills, Inc. Deferred Compensation Plan for a select group of the key management and highly compensated employees of the Company and its affiliates as a means of sheltering a portion of income from current taxation while accumulating resources for future investments or retirement. Under the Deferred Compensation Plan, Participants could defer cash incentives, common stock issued under the Company’s stock option plans, and restricted stock units issued under the Company’s various stock plans granting restricted stock. | ||
| This amended and restated version of the General Mills, Inc. Deferred Compensation Plan, the General Mills, Inc. Deferred Compensation Plan (Grandfathered) (the “Plan”) applies exclusively to amounts earned and vested (within the meaning of section 409A of the Internal Revenue Code (the “Code”) and regulations thereunder) before January 1, 2005, and is intended to be grandfathered from Code section 409A. No new deferrals may be made under this Plan after December 31, 2004. Deferrals made after 2004 are subject to the General Mills, Inc. 2005 Deferred Compensation Plan. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing §409A, whether by this amendment and restatement or otherwise. | ||
| In addition, this Plan is intended to be a successor plan with respect to certain liabilities on behalf of certain individuals who had deferred compensation accounts under the Nonqualified Deferred Plan for Pillsbury Management and the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment immediately before April 1, 2002, which liabilities were transferred to the General Mills, Inc. Deferred Compensation Plan as a result of the merger of The Pillsbury Company and General Mills, Inc. | ||
| 2. | ELIGIBILITY | |
| An individual is a Participant in the Plan if, prior to January 1, 2005, such individual (i) was a Participant in the Executive Incentive Plan, as it was amended from time to time, (ii) was selected by management to participate in “Compensation Plus,” or (iii) had an individual agreement, approved by the Minor Amendment Committee, which provides for participation in this Plan, and elected to defer compensation or receipt of Common Stock pursuant to the provisions of any of these programs or the agreement. Notwithstanding the foregoing, the Minor Amendment Committee had the discretionary authority to exclude from participation employees or groups of employees of the Company who would otherwise have been eligible under this Plan. No new Participants shall become eligible under this Plan after December 31, 2004. |
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| 3. | PLAN ADMINISTRATION |
| (i) | Minor Amendment Committee. Except as provided below, this Plan shall be administered by the Minor Amendment Committee, which shall act by affirmative vote of a majority of its members. The Minor Amendment Committee shall appoint a secretary who may be but need not be one of its own members. The secretary shall keep complete records of the administration of the Plan. The Minor Amendment Committee may authorize each and any one of its members to perform routine acts and to sign documents on its behalf. To the extent necessary to maintain any exemption under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the Securities Exchange Act of 1934 as to certain officers of the Company, the Compensation Committee of the Board of Directors (the “Committee”) shall administer certain portions of this Plan. | ||
| (ii) | Plan Administration. | ||
| Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan. The Minor Amendment Committee is endowed with the discretionary authority to interpret the terms of the Plan, determine the eligibility of employees to participate in the Plan, the rights of Participants in the Plan, the nature and amount of benefits to be received therefrom, and decide any disputes that may arise under the Plan. The Minor Amendment Committee may provide rules and regulations for the administration of the Plan consistent with its terms and provisions. Any construction or interpretation of the Plan and any determination of fact in administering the Plan made in good faith by the Minor Amendment Committee shall be final and conclusive for all Plan purposes. | |||
| (iii) | Claims Procedure. |
| (a) | Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Vice President, Compensation and Benefits at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant. | ||
| (b) | Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Vice President, Compensation and Benefits. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. |
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| (c) | Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Vice President, Compensation and Benefits and will clearly set forth: |
| (i) | the specific reason or reasons for the denial; | ||
| (ii) | specific reference to pertinent Plan provisions on which the denial is based; | ||
| (iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
| (iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
| (d) | Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. | ||
| If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. |
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| (e) | Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth: |
| (i) | the specific reason or reasons for the adverse determination; | ||
| (ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; | ||
| (iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| (iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). |
| A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period. | |||
| (f) | Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. | ||
| (g) | Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than six months following a final decision on the claim for benefits by the |
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| Minor Amendment Committee. The six months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action. |
| 4. | DEFERRAL AND PAYMENT OF COMPENSATION | |
| No deferrals may be made after December 31, 2004 under this Plan. Amounts that were deferred, and earned and vested (within the meaning of Code section 409A and regulations thereunder) prior to January 1, 2005 are subject to the following terms: |
| (i) | Cash Incentive Deferral Election. A Participant can elect to defer cash incentive compensation by completing and submitting to the Company a cash deferral election form by December 31 of each year. Such election shall apply to the Participant’s cash incentive compensation, if any, to be paid in the next calendar year. A Participant’s cash incentive deferral election may apply to: |
| (a) | 100% of the cash incentive compensation, | ||
| (b) | any amount in excess of a specified dollar amount, | ||
| (c) | any amount up to a specified dollar amount, or | ||
| (d) | a specified percentage (in whole numbers) of the cash incentive compensation. |
| For purposes of this Plan, the term “cash incentive compensation” shall be deemed to include all amounts of cash compensation, whether or not otherwise classified as incentive compensation, as permitted to be deferred under this Plan by the Minor Amendment Committee. |
| (ii) | Stock Option Gain Deferral Election. A Participant can elect to defer receipt of Net Shares (defined below) of Common Stock resulting from a stock-for-stock exercise of an exercisable stock option issued to the Participant by completing and submitting to the Company an irrevocable stock option deferral election at least six months in advance of exercising the stock option (which exercise must be done on or prior to the expiration of the stock option) and, on or prior to the exercise date, delivering personally-owned shares equal in value to the option exercise price on the date of the exercise. At the time of the deferral election, the Participant can also choose to use some of the shares subject to the stock option to satisfy any FICA, Medicare or any other taxes due upon the exercise. “Net Shares” means the difference between the number of shares of Common Stock subject to the stock option exercise and the number of shares of Common Stock delivered to satisfy the exercise price less any shares used to satisfy FICA, Medicare or any other taxes due upon the exercise. A Participant may not revoke a stock option gain deferral election after it is received by the Company. A Participant may choose to defer receipt of all or only a portion of the Net Shares to be received upon |
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| exercise of a stock option. If only a portion of the Net Shares is deferred, the balance will be issued at the time of exercise. | |||
| (iii) | Restricted Stock/Restricted Stock Unit Deferral Election. A Participant can elect to defer receipt of the shares of Common Stock of the Company attributable to nonvested restricted stock or restricted stock units under the Company’s restricted stock plan(s) by completing and submitting to the Company an irrevocable restricted stock deferral election within the period specified by the Minor Amendment Committee on the applicable deferral election form and prior to the date such restricted stock or restricted stock units become vested as determined under the Company’s various stock plans granting restricted stock, as they may be amended from time to time. A Participant may not revoke a restricted stock or restricted stock unit deferral election after it is received by the Company. A Participant may choose to defer receipt of all or only a portion of the shares of Common Stock attributable to nonvested restricted stock or the restricted stock units that have been granted to the Participant by the Company. Any election to defer receipt of shares of Common Stock attributable to restricted stock shall result in the restricted stock being cancelled and replaced with the promise of the Company to pay deferred compensation (in the form of deferred restricted stock units) pursuant to the terms of the Plan. | ||
| (iv) | Distribution of Deferred Cash Incentive and Common Stock. Cash incentive compensation that is deferred under this Plan, plus any earnings thereon, shall be paid in cash. Stock option gain deferrals and any restricted stock and restricted stock unit deferrals shall be paid in shares of General Mills common stock. At the time of a Participant’s deferral election, a Participant must also select a distribution date and a form of distribution (i.e., lump sum vs. installments). The distribution date may be any date that is at least one year following: (1) in the case of cash incentive compensation, the date the cash incentive would otherwise be payable; (2) in the case of stock option gain deferrals, the exercise date for the related stock option; and (3) in the case of deferrals related to restricted stock or restricted stock units, the date such restricted stock or restricted stock units are otherwise vested under the terms of the Company’s various stock plans granting restricted stock, as they may be amended from time to time; provided that, in all cases, the Participant’s deferral election must provide that distribution shall be made or commenced no later than the date the Participant attains age 70. |
| A Participant may elect to have deferred cash amounts paid or Common Stock distributed, as the case may be, in a single payment or in substantially equal annual installments for a period not to exceed ten (10) years, or up to fifteen (15) years for elections made until December 31, 1985, or in another form requested by the Participant, in writing, and approved by the Minor Amendment Committee. Common Stock issuable under a single stock option grant or a single restricted stock or restricted stock unit grant shall have the same distribution date and form of distribution. Notwithstanding the above, the following provisions shall apply: |
| (a) | If the employment of a Participant terminates for any reason other than retirement at or after age 55 prior to the date any cash incentive compensation award would otherwise have been made, then any |
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| cash deferral election made with respect to such incentive compensation award shall not become effective. | |||
| (b) | If a stock option, as to which a Participant has made a stock option gain deferral election, terminates prior to the exercise date selected by the Participant, or if the Participant dies or fails to deliver personally-owned shares in payment of the exercise price, then the deferral election shall not become effective. | ||
| (c) | In the event of the voluntary resignation of a Participant (other than retirement at or after age 55 or if age plus years of service equals or exceeds 70) or a Company discharge due to a Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s policies or practices, distribution of all cash and Stock Units (as defined in Section 7(i) below) allocated to a Participant’s Deferred Cash Accounts or Deferred Stock Unit Accounts (as defined in Section 7(i) below) shall be paid the earlier of the date elected in the deferral election or the first business day of the calendar year next following the date of termination. The Minor Amendment Committee may, in its sole and complete discretion, require alternate distributions if it determines that such alternate distributions are in the best interest of the Company. | ||
| (d) | A Participant who is not within 12 months of an elected distribution date (or, in the case of installments, not within 12 months of the payment of the first installment) shall be permitted on no more than two occasions, to amend his/her previous election as to the timing and/or form of the distribution of the deferred amounts, providing his or her new distribution date (if applicable) is at least one year after the date of the distribution which would have been made in the absence of such election amendment(s). | ||
| (e) | A Participant may, at any time prior or subsequent to the commencement of cash benefit payments under this Plan, elect in writing to have his or her form of payment of any or all amounts due under this Plan changed to an immediate lump-sum distribution which shall be paid within one (1) business day of receipt by the Company of such request; provided that the amount of any such lump-sum distribution shall be reduced by an amount equal to the product of (X) the total lump-sum distribution otherwise payable (based on the value of the account as of the first day of the month in which the lump-sum amount is paid, adjusted by a pro-rata portion of the rate of return for the prior month in which the lump-sum is paid, determined by multiplying the actual rate of return on the last business day for such prior month by a fraction, the numerator of which is the number of days in the month in which the request is received prior to the date of payment, and the denominator of which is the number of days in the month), and (Y) the rate set forth in Statistical Release H.15(519), or any successor publication, as published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the request for a lump-sum distribution is received by the Company. |
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| (f) | A Participant may, at any time prior or subsequent to the commencement of distribution of Common Stock under this Plan, elect to have his or her form of distribution of any or all distributions of Common Stock to be made under this Plan changed to an immediate single distribution which shall be made within three (3) days of receipt by the Company of such request; provided, that the number of shares of Common Stock to be distributed in the single distribution shall be reduced by the number of shares equal in value to the product of (X) the number of Stock Units allocated to the Participant’s Deferred Stock Unit Account, (Y) the closing price of the shares of Common Stock as quoted on the New York Stock Exchange on the date of the request, and (Z) the rate set forth in Statistical Release H.15(519), or any successor publication published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the request for a single Common Stock distribution is received by the Company. Only whole numbers of shares will be issued, with any fractional share amounts paid in cash. | ||
| (g) | At the time elected by the Participant for distribution of Common Stock attributable to allocations under the Participant’s Deferred Stock Unit Account, the Company shall issue to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account. Prior to distribution and pursuant to any rules the Committee may adopt, a Participant may authorize the Company to withhold a portion of the shares of Common Stock to be distributed for the payment of all federal, state, local and foreign withholding taxes required to be collected in respect of the distribution. |
| (v) | Rabbi Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred compensation under the Plan and certain other plans of deferred compensation of the Company. In the event of a “Change in Control” (as defined in Section 11 below), the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any Participant in the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company. | ||
| (vi) | Common Stock Distribution. In the event of a Change of Control, shares of Common Stock and cash attributable to Stock Units and dividend equivalents credited to each Participant’s Deferred Stock Unit Account shall be immediately distributed to the Participant. |
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| (vii) | Vesting of Matching Contributions. In connection with the transfer of deferred compensation liabilities under the Nonqualified Plan for Pillsbury Management and the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment, except as provided in individual written agreements, all deferred amounts attributable to credited Company matching contribution deferrals made under such plans and interest thereon, which amounts are held in a Participant’s Deferred Account were fully vested as of April 1, 2002 for those Participants who were employed by the Company on April 1, 2002. |
| 5. | DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS | |
| A deferred cash incentive compensation account (“Deferred Cash Account”) will be established on behalf of each Participant electing to defer cash incentive compensation under Section 4(i) above, and the amount of deferred cash incentive compensation will be credited to each Participant’s Deferred Cash Account as of the first of the month coincident with or next following the month in which the deferral becomes effective. Each Participant’s Deferred Cash Account will be credited monthly with a “rate of return” on the total deferred cash incentive amount accruing as of the first of the month coincident with or next following the date deferred cash incentive compensation is credited to the Participant’s Deferred Cash Account. Such “rate of return” shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee may establish as an available rate of return under this Plan. Participants may elect to have any combination of the above “rates of return” accrue on amounts in their Deferred Cash Account, from 1% to 100%, provided that the sum of the percentages attributable to such rates with respect to each account equals 100%. A Participant may change the “rate(s) of return” to be credited to his or her Deferred Cash Account as of the first day of any month by notifying the Company, in writing, of such election by the last business day of the preceding month. | ||
| Each Participant’s Deferred Cash Account will be credited monthly with the “rate(s) of return” elected by the Participant until the amount in each Participant’s Deferred Cash Account is distributed to the Participant on the distribution date(s) elected by the Participant. | ||
| 6. | COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS | |
| With respect to cash incentive compensation, deferred restricted stock or restricted stock units under this Plan which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k) Savings Plan, additional deferrals shall be credited to Participants as follows, without regard to Code limitations: |
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| (i) | Deferred Cash Accounts Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year. |
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| Variable Allocation. In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year. | |||
| (ii) | Deferred Stock Unit Accounts Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit Account will be credited with additional Stock Units in an amount equal to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or restricted stock units to the 401(k) Savings Plan in such year. |
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| Variable Allocation. In addition, as soon as practicable following the end of each fiscal year, each Participant’s Deferred Stock Unit Account will be credited with Stock Units in an amount equal to the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan, if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the 401(k) Savings Plan in such year. | |||
| (iii) | Impact on General Mills International Retirement Plan Company contributions under this Section 6 shall not be made as to deferrals that were included in a Participant’s earnable compensation under the General Mills International Retirement Plan or to accounts established for the benefit of the Participants in the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment. |
| 7. | DEFERRED STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS |
| (i) | A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each stock option grant covered by a Participant election to defer the receipt of Common Stock under Section 4(ii) above and, for each Net Share deferred, a Stock Unit (“Stock Unit”) will be credited to the |
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| Deferred Stock Unit Account as of the date of the stock option exercise. In addition, a Deferred Stock Unit Account will be established for each grant of restricted stock or restricted stock units covered by a Participant election to defer under Section 4(iii) above and, for each share of Common Stock of the Company attributable to deferred restricted stock or restricted stock units, a deferred Stock Unit will be credited to the Participant’s Deferred Stock Unit Account. Participants may make elections, which shall become effective six months after they are made, either to receive dividend equivalent cash amounts on Stock Units currently or to have the amounts reinvested. If the amounts are reinvested, on each dividend payment date for the Company’s Common Stock, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to hypothetically “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the closing price of the Common Stock on the New York Stock Exchange on the dividend date. The Minor Amendment Committee may, in its sole discretion, direct either that all dividend equivalent amounts be paid currently or all such amounts be reinvested if, for any reason, such Committee believes it is in the best interest of the Company to do so. If the Participant fails to make an election, the dividend equivalent amounts shall be reinvested. | |||
| (ii) | The Plan governs the deferral of receipt of Common Stock issuable upon the exercise of stock options of the Company. The stock options are governed by the stock option plan under which they are granted. The Plan also governs the deferral of restricted stock and restricted stock units issued by the Company. The granting of restricted stock and restricted stock units are governed by the Company’s various stock plans granting restricted stock, as they may be amended from time to time. No stock options, restricted stock, restricted stock units, or shares of Common Stock are authorized to be issued under the Plan. Participants who elect under the Plan to defer the receipt of Common Stock issuable upon the exercise of stock options and Participants who elect under the Plan to defer shares of Common Stock attributable to restricted stock or the receipt of restricted stock units will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s) except the right to receive dividend equivalent allocations under Section 7(i) above. | ||
| (iii) | If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to the number of shares credited to |
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| an account. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. |
| 8. | FINANCIAL HARDSHIP PAYMENTS | |
| In the event of a severe financial hardship occasioned by an emergency, including, but not limited to, illness, disability or personal injury sustained by the Participant or a member of the Participant’s immediate family, a Participant may apply to receive a distribution, including a distribution of Common Stock related to allocations of Stock Units under his or her Deferred Stock Unit Accounts earlier than initially elected. Subject to Section 3(i), the Minor Amendment Committee may, in its sole discretion, either approve or deny the request. The determination made by the Minor Amendment Committee will be final and binding on all parties. If the request is granted, the distributions will be accelerated only to the extent reasonably necessary to alleviate the financial hardship. | ||
| 9. | DEATH OF A PARTICIPANT | |
| If the death of a Participant occurs before a full distribution of the Participant’s Deferred Cash Account(s) or Deferred Stock Unit Account(s) is made, a single distribution shall be made to the beneficiary designated by the Participant to receive such amounts. This distribution shall be made as soon as practical following notification that death has occurred. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the Participant’s estate. | ||
| 10. | IMPACT ON OTHER BENEFIT PLANS | |
| The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant. | ||
| Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder. | ||
| Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year. If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a cash deferral under this Plan, the Company will provide a supplemental pension equal to the difference between the actual benefit payable from the pension plan and the benefit that such Participant would have been received had income not been deferred. If such a supplemental benefit is due, such benefit would be subject to |
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| all of the provisions and payable in accordance with the terms and conditions of the Supplemental Retirement Plan of General Mills, Inc. This supplemental retirement benefit will not apply to Participants who terminate before becoming vested under the qualified pension plan. | ||
| 11. | NON-ASSIGNABILITY OF INTERESTS | |
| The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate. Notwithstanding the foregoing, in the event a Participant has received an overpayment from the Supplemental Retirement Plan of General Mills, Inc., as grandfathered prior to January 1, 2005, and has failed to repay such amounts upon written demand of the Company, the Company shall be authorized and empowered, at the discretion of the Company, to deduct such amount from the Participant’s Deferred Cash Account(s) under this Plan. | ||
| 12. | AMENDMENTS TO PLAN | |
| The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice. However, this Plan may not be suspended, amended, otherwise modified, or terminated after a Change in Control without the written consent of a majority of Participants determined as of the day before such Change in Control occurs. A “Change in Control” means: |
| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change in Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (d) any acquisition by any corporation pursuant to a transaction that complies with clauses (a), (b), and (c) of subsection (iii) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (a) or (b) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or |
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| (ii) | Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (iii) | The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (a) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | ||
| (iv) | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. | ||
| Notwithstanding any other provision of this Plan to the contrary and except as provided in Section 3(i), the Minor Amendment Committee may, in its sole discretion, direct that distributions be made before such distributions are otherwise due to be made if, for any reason (including, but not limited to a change in the tax or revenue laws of any foreign jurisdiction or the United States of America, a published ruling or similar announcement issued by the Internal | |||
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| Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a foreign or United States court of competent jurisdiction involving a Participant or beneficiary), such Committee believes that Participants or their beneficiaries have recognized or will recognize income for federal income tax purposes with respect to distributions that are or will be distributed to such Participants under the Plan before such distributions are scheduled to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on Participants or their beneficiaries by the payment of federal income taxes under such circumstances. | |||
| 13. | CONTROLLING LAW | |
| Except to the extent superseded by the laws of the United States, the laws of Minnesota shall be controlling in all matters relating to the Plan. | ||
| 14. | EFFECTIVE DATE AND PLAN YEAR | |
| This Plan became effective as of May 1, 1984. It shall operate on a calendar year basis thereafter. The Plan was amended and restated effective as of January 1, 1986; and amended as of February 9, 1987; July 1, 1987; June 21, 1990; April 29, 1991; May 1, 1991; November 15, 1991; December 15, 1992, December 1, 1994, January 1, 1995, June 3, 1996, November 7, 1996, March 31, 1998 and December 1, 1999. The Plan was again amended and restated effective as of January 1, 2001, and as of April 1, 2002; and amended as of January 27, 2003. The Plan is amended and restated as of January 1, 2005. |
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| 1. | PURPOSE OF PLAN |
| 2. | DEFINITIONS |
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| 3. | ELIGIBILITY |
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| 4. | PLAN ADMINISTRATION |
| (i) | Minor Amendment Committee. Except as provided below, this Plan shall be administered by the Minor Amendment Committee (the “Minor Amendment Committee”), which shall act by affirmative vote of a majority of its members. The Minor Amendment Committee shall appoint a secretary who may be but need not be one of its own members. The secretary shall keep complete records of the administration of the Plan. The Minor Amendment Committee may authorize each and any one of its members to perform routine acts and to sign documents on its behalf. To the extent necessary to maintain any exemption under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the Securities Exchange Act of 1934 as to certain officers of the Company, the Compensation Committee of the Board shall administer certain portions of this Plan. | ||
| (ii) | Plan Administration. Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan. The Minor Amendment Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Minor Amendment Committee shall be final and conclusive on any party. To the extent the Minor Amendment Committee has been granted discretionary authority under the Plan, the Minor Amendment Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Minor Amendment Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Minor Amendment Committee may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit. | ||
| (iii) | Claims Procedure. |
| (a) | Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Vice President, Compensation and Benefits at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant. |
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| (b) | Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Vice President, Compensation and Benefits. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period. | ||
| (c) | Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Vice President, Compensation and Benefits and will clearly set forth: |
| (i) | the specific reason or reasons for the denial; | ||
| (ii) | specific reference to pertinent Plan provisions on which the denial is based; | ||
| (iii) | a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
| (iv) | an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. |
| (d) | Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. |
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| If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim. |
| (e) | Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth: |
| (i) | the specific reason or reasons for the adverse determination; | ||
| (ii) | specific reference to pertinent Plan provisions on which the adverse determination is based; | ||
| (iii) | a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and | ||
| (iv) | a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a). |
| (f) | Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of |
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| whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. |
| (g) | Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than six months following a final decision on the claim for benefits by the Minor Amendment Committee. The six months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action. |
| 5. | DEFERRAL AND PAYMENT OF COMPENSATION |
| (i) | Cash Incentive Deferral Election. In order to elect to defer cash incentive compensation earned during a calendar year, a Participant shall file an irrevocable Election Form before the beginning of such calendar year. Notwithstanding the foregoing, (1) if the Company determines that a cash incentive compensation award qualifies as “performance-based compensation” under Code section 409A, a Participant may elect to defer a portion of the cash incentive compensation award by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period as permitted by the Company, and (2) in the first year in which an employee becomes eligible to participate in the Plan, an irrevocable deferral election on a cash incentive compensation award may be made with respect to services to be performed subsequent to the election within 30 days after the date the employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A. |
| (a) | 100% of the cash incentive compensation award, | ||
| (b) | any amount in excess of a specified dollar amount of the cash incentive compensation award, | ||
| (c) | any amount up to a specified dollar amount of the cash incentive compensation award, or | ||
| (d) | a specified percentage (in whole numbers) of the cash incentive compensation award. |
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| (ii) | Restricted Stock/Restricted Stock Unit Deferral Election. A Participant can elect to defer receipt of shares of Common Stock (or cash, if applicable) attributable to grants of restricted stock or restricted stock units under the Company’s restricted stock plan(s) by completing and submitting to the Company an irrevocable Election Form. A Participant may not revoke such an election after it is received by the Company. In order to elect to defer receipt of shares of Common Stock (or cash, if applicable) attributable to grants of restricted stock or restricted stock units, a Participant shall file an irrevocable Election Form before the beginning of the calendar year in which the grant occurs. Notwithstanding the foregoing, (1) if the Company determines that a grant of restricted stock or restricted stock units qualifies as “performance-based compensation” under Code section 409A, a Participant may elect to defer receipt of a portion of the shares of Common Stock (or cash, if applicable) attributable to such grants by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period which triggers the grant, as permitted by the Company, and (2) in the year in which an employee first becomes eligible to participate in this Plan, an irrevocable deferral election may be made with respect to grants of restricted stock or restricted stock units with respect to services to be performed subsequent to the election. Such election must be made within 30 days after the date the employee first becomes eligible to participate in the Plan to the extent permitted under Code section 409A. | ||
| (iii) | Distribution of Deferred Cash Incentive and Common Stock. |
| (a) | Cash incentive compensation that is deferred under this Plan, plus any earnings thereon, shall be paid in cash. Stock Units shall be paid in shares of Common Stock unless the terms of the award provided for cash settlement, in which case such Stock Units, plus any earnings thereon, shall be paid in cash. | ||
| (b) | At the time a Participant files his or her Election Form, he or she must select (i) whether to receive his or her distribution of amounts deferred under the Election Form upon a Separation from Service or upon a specified distribution date, and (ii) a form of distribution (in a single lump-sum payment or in substantially equal annual installments for a period not to exceed ten (10) years for such amounts). Notwithstanding any other provision of the Plan, Participants must elect a specified distribution date after December 1, 2005. |
| (1) | If a Participant elects distribution upon a Separation from Service, such distribution shall be made (or commence) as soon as practicable following his or her Separation from Service; provided, however, that such distribution shall be made no later than 90 days following such Separation from Service. |
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| Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). If a Participant’s distribution is delayed under this provision, the distribution shall be made paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death). |
| (2) | If a Participant elects a distribution upon a specified distribution date, the specified distribution date may be any date that is at least one year following: (1) in the case of cash incentive compensation, the date the cash incentive would otherwise be payable; and (2) in the case of deferrals related to restricted stock or restricted stock units, the date such restricted stock or restricted stock units are otherwise vested under the terms of the Company’s various stock plans granting restricted stock, as they may be amended from time to time. Notwithstanding the immediately preceding, in all cases, the specified distribution date must be no later than the date the Participant attains age 70. |
| (c) | Common Stock issuable under a single restricted stock or restricted stock unit grant shall have the same distribution date and form of distribution. | ||
| (d) | Notwithstanding the above, the following provisions shall apply: |
| (1) | Changes in Time or Form of Distribution. A Participant shall be permitted to change the time or form of a distribution for a deferred amount, but each such election shall be effective only if the following conditions are satisfied: |
| (A) | The election may not take effect until at least twelve (12) months after the date on which the election is made; | ||
| (B) | A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; | ||
| (C) | In the case of an election to change the time or form of a distribution made pursuant to a specified date, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid; and |
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| (D) | An election under this Section will not be effective if it results in a specified distribution date beyond the Participant’s 70th birthday and no new election may be made under this Section after the Participant’s 65th birthday. |
| (2) | Effect of Taxation. If a portion of the Participant’s Deferred Cash Account or Deferred Stock Unit Account is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant. | ||
| (3) | Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable anticipation of one or more of the following events: |
| (A) | The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or | ||
| (B) | The making of the payment would violate Federal securities laws or other applicable law; |
| (e) | At the time elected by the Participant for distribution of Common Stock attributable to allocations under the Participant’s Deferred Stock Unit Account, the Company shall issue to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account. |
| (iv) | Rabbi Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred compensation under the Plan and certain other plans of deferred compensation of the Company. In the event of a “Change of Control” (as defined in Section 13 below), the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any Participant in the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the Trust remain subject only to the claims of the Company’s general creditors |
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| whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company. |
| (v) | Common Stock Distribution; Change of Control. In the event of a Change of Control Event, shares of Common Stock and cash attributable to Stock Units and dividend equivalents credited to each Participant’s Deferred Stock Unit Account shall be immediately distributed to the Participant. For purposes of this Section 5(v), a Change of Control Event means a Change of Control (as defined in Section 13) that is also an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v). |
| 6. | DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS |
| 7. | COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS |
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| With respect to cash incentive compensation or Stock Units which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k) Savings Plan, additional deferrals shall be credited to Participants as follows, without regard to Internal Revenue Code limitations: |
| (i) | Deferred Cash Accounts | ||
| Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year. | |||
| Variable Allocation. In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year. | |||
| (ii) | Deferred Stock Unit Accounts | ||
| Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit Account will be credited with additional Stock Units in an amount equal to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or restricted stock units to the 401(k) Savings Plan in such year. | |||
| Variable Allocation. In addition, as soon as practicable following the end of each fiscal year, each Participant’s Deferred Stock Unit Account will be credited with Stock Units in an amount equal to the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the 401(k) Savings Plan in such year. | |||
| (iii) | Time and Form of Distribution. Company contributions made under this Section shall be paid at the same time and in the same form as the deferrals to which such contributions relate. | ||
| (iv) | Impact on General Mills International Retirement Plan. Company contributions under this Section 7 shall not be made as to deferrals that |
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| were included in a Participant’s earnable compensation under the General Mills International Retirement Plan or to accounts established for the benefit of the Participants in the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment. |
| 8. | DEFERRED STOCK UNIT ACCOUNTS |
| (i) | Establishment of Accounts. A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each grant of restricted stock or restricted stock units covered by a Participant election to defer under Section 5(ii) above. Such Accounts either shall have an appropriate number of Stock Units credited, or if the award is payable in cash rather than shares of Common Stock, the value of the award shall be credited as determined by multiplying the number of restricted stock units originally awarded by the closing price of the Common Stock on the New York Stock Exchange on the date the award vests. | ||
| (ii) | Dividend equivalents on stock settled awards. Participants shall make elections either to receive dividend equivalent cash amounts on Stock Units at the time that dividends are actually paid to shareholders or to have the amounts reinvested. Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock or restricted stock units in Section 5(ii) above, and are irrevocable once received by the Company. If the dividend equivalent cash amounts are reinvested, on each dividend payment date for Common Stock on or after the date on which a Stock Unit is deferred under this Plan, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit is vested and deferred under this Plan. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to hypothetically “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the closing price of the Common Stock on the New York Stock Exchange on the dividend date. Dividend equivalents shall be distributed at the same time and in the same form as the Stock Units in a Deferred Stock Unit Account that generates such dividend equivalents. If the Participant fails to make an election, the dividend equivalent amounts shall be reinvested. | ||
| (iii) | Dividend equivalents on cash settled awards. Participants shall make elections either to receive dividend equivalent cash amounts on Stock Units at the time dividends are actually paid to shareholders or to have the amounts reinvested. Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock units in Section 5(ii) above, and are irrevocable once |
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| received by the Company. The amount of the dividend equivalent shall equal the then current dividend amount payable on one share of Common Stock on each dividend payment date, multiplied by the number of restricted stock units initially covered by the deferral election under Section 5(ii) above. If the dividend equivalent payments are reinvested, on each dividend payment date for Common Stock on or after the date on which a Stock Unit is deferred under this Plan the Deferred Stock Unit Account will be credited as of the dividend payment date for Common Stock and said amount will be “invested” as provided in (iv) immediately below. Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit is vested and deferred under this Plan. |
| (iv) | Investment returns on cash settled awards. Amounts credited to a Deferred Stock Unit Account for restricted stock units payable in cash will be credited monthly with a “rate of return” on the total amount in the Account which shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee may establish as an available rate of return under this Plan. Participant elections concerning these amounts and their “investment” will be handled as described above in Section 6. | ||
| (v) | Coordination with stock plans. The Plan governs the deferral of restricted stock and restricted stock units issued by the Company. The granting of restricted stock and restricted stock units are governed by the Company’s various stock plans granting restricted stock, as they may be amended from time to time. No restricted stock, restricted stock units, or shares of Common Stock are authorized to be issued under the Plan. Participants who elect under the Plan to defer shares of Common Stock attributable to restricted stock or the receipt of restricted stock units will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s) except the right to receive dividend equivalent allocations under Section 8(i) above. | ||
| (vi) | Certain corporate transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to Deferred Stock Unit Accounts is required to preserve (or prevent enlargement of) the value of such Accounts, then in such manner as the Minor Amendment Committee deems equitable, an appropriate adjustment shall be made to the number of Stock Units credited to a Deferred Stock Unit Account. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance |
13
| of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions. |
| 9. | UNFORESEEABLE EMERGENCY | |
| A Participant may request a withdraw of all or any portion of his Deferred Cash Account or Deferred Stock Account balance for an Unforeseeable Emergency. Subject to Section 4(i), the Minor Amendment Committee may, in its sole discretion, either approve or deny the request. The determination made by the Minor Amendment Committee will be final and binding on all parties. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. | ||
| 10. | DEATH OF A PARTICIPANT | |
| If the death of a Participant occurs before a full distribution of the Participant’s Deferred Cash Account or Deferred Stock Unit Account(s) is made, a single distribution shall be made to the beneficiary designated by the Participant to receive such amounts. This distribution shall be made within 60 days of death. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the Participant’s estate. | ||
| 11. | IMPACT ON OTHER BENEFIT PLANS | |
| The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant. | ||
| Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder. | ||
| Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year. If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a cash deferral under this Plan, the Company will provide a supplemental pension equal to the |
14
| difference between the actual benefit payable from the pension plan and the benefit that such Participant would have been received had income not been deferred. If such a supplemental benefit is due, such benefit would be subject to all of the provisions and payable in accordance with the terms and conditions of the Supplemental Retirement Plan of General Mills, Inc. This supplemental retirement benefit will not apply to Participants who terminate before becoming vested under the qualified pension plan. |
| 12. | NON-ASSIGNABILITY OF INTERESTS | |
| The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate. | ||
| 13. | AMENDMENTS TO PLAN | |
| The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice. However, this Plan may not be suspended, amended, otherwise modified, or terminated after a Change of Control without the written consent of a majority of Participants determined as of the day before such Change of Control occurs. A “Change of Control” means: |
| (i) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (d) any acquisition by any corporation pursuant to a transaction that complies with clauses (a), (b), and (c) of subsection (iii) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (a) or (b) above, and such Person subsequently acquires beneficial ownership of |
15
| additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or | |||
| (ii) | Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or | ||
| (iii) | The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”); excluding, however, such a Business Combination pursuant to which (a) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or | ||
| (v) | Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. |
16
| 14. | CONTROLLING LAW | |
| Except to the extent superseded by the laws of the United States, the laws of Minnesota shall be controlling in all matters relating to the Plan. | ||
| 15. | PLAN TERMINATION | |
| Upon termination of the Plan, distribution of Deferred Cash Account and Stock Unit Accounts shall be made as described in Section 5, unless the Minor Amendment Committee determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of cash incentive compensation, restricted stock, restricted stock units shall be permitted; however, earnings, gains and losses shall continue to be credited to the Deferred Cash Account balances in accordance with Section 6 until the Deferred Cash Account balances and dividend equivalents credited to Deferred Stock Unit Accounts are fully distributed. | ||
| 16. | TAXES | |
| The Company or other payor may withhold from a payment under the Plan or a Participant’s wages, or the Company may reduce a Participant’s Deferred Cash Account or Deferred Stock Unit Account balance, in order to meet any federal, state, or local tax withholding obligations with respect to Plan payments. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws. | ||
| 17. | EFFECTIVE DATE AND PLAN YEAR | |
| This Plan became effective as of January 1, 2005. It shall operate on a calendar year basis. |
17
| • | General Mills, Inc. Senior Executive Plan | ||
| • | General Mills International Health Plan Option |
A-1
| • | be 18 years of age or older; | ||
| • | be unmarried, constitute each other’s sole domestic partner and not | ||
| • | have had another domestic partner in the last 12 months; | ||
| • | share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; | ||
| • | share joint financial responsibility for basic living expenses including food, shelter and medical expenses; | ||
| • | not be related by blood to a degree that would prohibit marriage in the employee’s state of residence; and | ||
| • | be financially interdependent which must be demonstrated by at least four of the following: |
| a. | ownership of a joint bank account; | ||
| b. | ownership of a joint credit account; | ||
| c. | evidence of a joint mortgage or lease; | ||
| d. | evidence of joint obligation on a loan; | ||
| e. | joint ownership of a residence; | ||
| f. | evidence of common household expenses such as utilities or telephone; | ||
| g. | execution of wills naming each other as executor and/or beneficiary; | ||
| h. | granting each other durable powers of attorney; | ||
| i. | granting each other health care powers of attorney; | ||
| j. | designation of each other as beneficiary under a retirement benefit account; or | ||
| k. | evidence of other joint financial responsibility. |
| • | Fixed, unilateral, band or stainless steel crown type. | |
| • | Removal, bilateral type. |
| • | Full mouth series of at least 14 films including bitewings, if needed (limited to once in any 36 consecutive month period). | |
| • | Bitewing films (limited to a maximum of four films, in one visit, in any twelve consecutive month period). | |
| • | Intraoral periapical or occlusal x-rays — single films. | |
| • | Extraoral superior or inferior maxillary film. | |
| • | Panoramic film, maxilla and mandible, allowable only when necessary to diagnose accidental injury, or in conjunction with cyst or tumor removal. |
| • | Diagnostic casts, when necessary to diagnose complex restorative cases. | |
| • | Biopsy and examination of oral tissue. |
| • | Amalgam restorations (primary or permanent teeth). | |
| • | Cavities involving one surface, two surfaces and three or more surfaces. | |
| • | Synthetic restorations: Allowable includes curing light and etchant. | |
| • | Anterior teeth — per restoration: Acrylic or plastic filling — Class I and III types; Composite resin — Class I and III types 2330; Composite resin — involving incisal angle. |
| • | Bicuspid teeth — Composite resin — Class V type. |
|
| • | Crowns: Acrylic or plastic, without metal, and Stainless steel. |
| • | Pins: Pin retention, exclusive of restorative material — used in lieu of cast restorations. |
|
| • | Recementation: Inlay or onlay, Crown, and Bridge. |
| • | Pulp capping, direct, for full or new pulpal exposure. | |
| • | Remineralization (Calcium Hydroxide), as a separate procedure. | |
| • | Vital pulpotomy. | |
| • | Apexification, therapeutic apical closure. | |
| • | Root canal therapy on non-vital (nerve-dead) teeth. Allowance includes routine x-rays and cultures, but excludes final restoration. | |
| • | Anterior, bicuspid, or molar teeth. | |
| • | Apicoectomy, as a separate procedure or in conjunction with other endodontic procedures. Allowance includes retrograde filling. |
| • | Non-Surgical Services: | |
| • | Periodontal root planing — As necessary for substantial bone and attachment loss (limited to one treatment per area in any 24 month period). | |
| • | Occlusal adjustment — Allowable only when done in conjunction with periodontal surgery. | |
| • | Surgical Services (limited to one treatment per area in any 36 month period): | |
| • | Gingivectomy, per tooth — Less than 3 teeth and not incidental to crown preparations. | |
| • | Osseous surgery, per quadrant — Including all necessary (associated) surgical procedures. | |
| • | Mucogingival Surgery (pedicle soft tissue graft, sliding horizontal flap, free soft tissue graft). |
| • | Extractions: | |
| • | Uncomplicated non-surgical extraction, one or more teeth. | |
| • | Surgical removal of erupted teeth, involving tissue flap and bone removal. | |
| • | Surgical removal of impacted teeth. |
| • | Alveolectomy, per quadrant. | |
| • | Stomatoplasty with ridge extension, per arch. | |
| • | Removal of mandibular tori, per quadrant. | |
| • | Excision of hyperplastic tissue. | |
| • | Excision of pericoronal gingiva, per tooth. | |
| • | Removal of palatal torus. | |
| • | Removal of cyst or tumor — not associated with the removal of impacted teeth. | |
| • | Incision and drainage of abscess. | |
| • | Closure of oral fistula or maxillary sinus. | |
| • | Reimplantation of tooth. | |
| • | Frenectomy. | |
| • | Suture of soft tissue injury. | |
| • | Sialolithotomy for removal of salivary calculus. | |
| • | Closure of salivary fistula. | |
| • | Dilation of salivary duct. | |
| • | Sequestrectomy for osteomyelitis or bone abscess, superficial. | |
| • | Maxillary sinusotomy for removal of tooth fragment or foreign body. |
| • | Denture repairs, acrylic: Repairing dentures, no teeth damaged; Repairing dentures and replace one or more broken teeth; and Replacing one or more broken teeth, no other damage. | |
| • | Denture repairs, metal — Allowance based on the extent and nature of damage and on the type of materials involved. | |
| • | Full or partial denture rebase, jump case (limited to once per denture in any 36 consecutive month period). | |
| • | Full or partial denture reline (limited to once per denture in any 12 consecutive month period): Office reline; Cold cure; Laboratory reline. | |
| • | Denture adjustments (limited to adjustments by a dentist other than the one providing the denture, and adjustments are more than 6 months after the initial installation). | |
| • | Tissue conditioning (limited to a maximum of 2 treatments per arch in any 12 consecutive month period). | |
| • | Adding teeth to partial dentures to replace extracted natural teeth. | |
| • | Repairs to crowns and bridges — allowance based on the extent and nature of damage and the type of materials involved). |
| • | Injectable antibiotics needed solely for treatment of a dental condition. |
| • | Inlays. | |
| • | Onlays, in the presence of an inlay. | |
| • | Crowns and Posts: Acrylic with metal. Porcelain, Porcelain with metal, Full cast metal (other than stainless steel), 3/4 cast metal (other than stainless steel), Cast post and core, in addition to crown (not a thimble coping), Steel post and composite or amalgam core, in addition to crown, and Cast dowel pin (one-piece cast with crown) — Allowance based on type of crown, Crown build-up - Necessitated by loss of natural tooth structure. |
| • | Fixed bridges — Each abutment and each pontic makes up a unit in a bridge. | |
| • | Bridge abutments — See inlays and crowns under “Major Restorative Services”. | |
| • | Bridge Pontics: Cast metal, sanitary, Plastic or porcelain with metal, and Slotted pontic. | |
| • | Simple stress breakers, per unit. | |
| • | Dentures — Allowance includes all adjustments done by the dentist furnishing the denture in the first 6 months after installation. Temporary dentures older than one year are considered to be a permanent appliance. | |
| • | Full dentures, upper or lower. | |
| • | Partial dentures — Allowance includes base, all clasps, rests and teeth. | |
| • | Unilateral, one piece chrome casting, clasp attachment, including pontics. | |
| • | Upper, with two chrome clasps with rests, acrylic base. | |
| • | Upper, with chrome palatal bar and clasps, acrylic base. | |
| • | Lower, with two chrome clasps with rests, acrylic base. | |
| • | Lower, with chrome lingual bar and clasps, acrylic base. | |
| • | Stayplate base, upper or lower (anterior teeth only). |
| • | Any Group I, II or III service in connection with orthodontic treatment. | |
| • | Surgical exposure of impacted or unerupted teeth in connection with orthodontic treatment - Allowance includes routine x-rays, local anesthetics and post-surgical care. | |
| • | Active appliances — All types — Allowance includes diagnostic services, the treatment plan, the fitting, making and placing of the active appliance, and all related office visits including post-treatment stabilization. |
| GENERAL MILLS, INC. | SODIMA | ||||||
By
|
/s/ Robert F. Waldron | By | /s/ [Illegible] | ||||
| Nine-Month | ||||||||||||||||||||||||||||
| Period Ended | Fiscal Year Ended | |||||||||||||||||||||||||||
| Feb. 22, | Feb. 24, | May 25, | May 27, | May 28, | May 29, | May 30, | ||||||||||||||||||||||
| In Millions, Except Ratios | 2009 | 2008 | 2008 | 2007 | 2006 | 2005 | 2004 | |||||||||||||||||||||
Earnings before income
taxes and after-tax
earnings from joint
ventures |
$ | 1,403.9 | $ | 1,560.8 | $ | 1,806.1 | $ | 1,631.3 | $ | 1,559.4 | $ | 1,807.6 | $ | 1,502.3 | ||||||||||||||
Distributed income of
equity investees |
29.9 | 50.1 | 108.7 | 45.2 | 77.4 | 83.0 | 60.0 | |||||||||||||||||||||
Plus: Fixed charges (1) |
328.7 | 383.4 | 494.6 | 496.8 | 462.8 | 524.1 | 569.0 | |||||||||||||||||||||
Plus: Amortization of
capitalized interest,
net of interest
capitalized |
(1.4 | ) | (1.3 | ) | (2.0 | ) | — | 1.7 | 0.9 | (4.6 | ) | |||||||||||||||||
Earnings available to
cover fixed charges |
$ | 1,761.1 | $ | 1,993.0 | $ | 2,407.4 | $ | 2,173.3 | $ | 2,101.3 | $ | 2,415.6 | $ | 2,126.7 | ||||||||||||||
Ratio of earnings to
fixed charges |
5.36 | 5.20 | 4.87 | 4.37 | 4.54 | 4.61 | 3.74 | |||||||||||||||||||||
(1) Fixed charges: |
||||||||||||||||||||||||||||
Interest and minority
interest expense |
$ | 308.6 | $ | 354.5 | $ | 454.0 | $ | 460.4 | $ | 427.5 | $ | 488.3 | $ | 537.0 | ||||||||||||||
Rentals (1/3) |
20.1 | 28.9 | 40.6 | 36.4 | 35.3 | 35.8 | 32.0 | |||||||||||||||||||||
Total fixed charges |
$ | 328.7 | $ | 383.4 | $ | 494.6 | $ | 496.8 | $ | 462.8 | $ | 524.1 | $ | 569.0 | ||||||||||||||
| 1. | I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Kendall J. Powell |
||
Chairman of the Board and Chief Executive Officer |
| 1. | I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Donal L. Mulligan
Executive Vice President and Chief Financial Officer |
| (1) | the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 22, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Kendall J. Powell
Chairman of the Board and Chief Executive Officer |
| (1) | the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 22, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Donal L. Mulligan
Executive Vice President and Chief Financial Officer |