EX-10.2 3 d874379dex102.htm EX-10.2 EX-10.2
 
 
 
 
 
1
Exhibit 10.2
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[Officer]
PERNR:
This Award is made
 
under the General Mills, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms and conditions contained in the Plan document and this Stock Option Award
 
Agreement (“Agreement”).
 
The
Optionee: (i)
 
acknowledges receipt
 
of a
 
copy of
 
the Plan
 
and Plan
 
prospectus, (ii)
 
represents
 
that the
 
Optionee has
carefully read
 
and is familiar with
 
the provisions of
 
this Agreement and
 
the Plan, and (iii)
 
hereby accepts the
 
Stock
Option subject to
 
all of the
 
terms and conditions
 
set forth herein,
 
and in the
 
Plan.
 
If the Optionee
 
does not wish
 
to
receive the Stock Option and/or does not consent and agree to the terms and conditions on which the Stock Option is
offered, as set forth
 
in this Agreement and
 
the Plan, then the Optionee must
 
reject this Award
 
via the website of the
Company’s
 
designated broker,
 
no later than
 
60 days following
 
the Grant Date.
 
If the Optionee
 
rejects this
 
Award,
this Award
 
will immediately
 
be forfeited
 
and cancelled.
 
The Optionee’s
 
exercise of
 
this Award
 
will also
 
constitute
the Optionee’s
 
acceptance of this
 
Award
 
and all terms
 
and conditions of
 
this Award,
 
as set forth
 
in this Agreement
and the Plan.
THIS AWARD,
 
dated on the
 
below Grant Date, is
 
made by General Mills,
 
Inc., (the "Company"), and
 
made to the
 
person
named above (the "Optionee" or referred to
 
as “I”, “you”, or “my”) (“Award”).
1.
Award
 
of
 
Stock
 
Option
.
 
The
 
Company
 
grants
 
to
 
the
 
Optionee
 
under
 
the
 
Plan
 
the
 
following
 
non-qualified
 
option
 
to
purchase the Company's
 
common stock, par
 
value USD 0.10
 
per share (“Common
 
Stock”). The option
 
granted pursuant
to this
 
Agreement is
 
referred to
 
as the
 
“Stock Option”
 
and subject
 
to the
 
terms in
 
this Agreement.
 
Except as
 
otherwise
defined herein, capitalized terms shall have the same meanings ascribed
 
to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
 
Exercise price per share:
 
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture.
(a)
Vesting
 
Schedule
. The
 
Stock Option
 
shall vest
 
and become
 
exercisable in
 
tranches, each
 
tranche having
 
its
own 12 month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(b)
Forfeiture of Stock Option
. The Optionee acknowledges that
 
the Stock Options granted
 
hereunder are subject
to forfeiture, and/or
 
limited exercise period, if
 
the Optionee’s employment with the
 
Company or any
 
Subsidiary
terminates under certain circumstances, as herein provided.
 
(i)
Resignation
 
or
 
Termination
 
for
 
Cause.
 
If
 
the
 
Optionee’s
 
employment
 
with
 
the
 
Company
 
or
 
any
Subsidiary
 
or
 
affiliated
 
companies
 
is
 
terminated
 
at
 
any
 
time
 
prior
 
to
 
the
 
Expiration
 
Date
 
by
 
either
 
(i)
resignation, or (ii) a discharge due to Optionee’s
 
illegal activities, poor work performance, misconduct or
violation of the
 
Company’s
 
Code of Conduct,
 
policies or practices,
 
then, to the
 
extent the Option
 
Shares
are vested as of
 
the Termination
 
Date, they shall
 
expire three (3)
 
months after the
 
Termination
 
Date (but
in no event
 
beyond the Expiration
 
Date); and,
 
if and to
 
the extent the
 
Option Shares
 
are not vested
 
as of
the
 
Termination
 
Date,
 
the
 
unvested
 
portions
 
shall
 
for
 
no
 
consideration
 
be
 
cancelled
 
and
 
forfeited
immediately with no ability to be exercised. For the avoidance of doubt, “Termination
 
Date” for purposes
of this Award
 
will be deemed to occur
 
as of the date Optionee is no
 
longer actively providing services
 
as
an
 
employee,
 
unless
 
otherwise
 
determined
 
by
 
the
 
Company
 
in
 
its
 
sole
 
discretion,
 
and
 
no
 
vesting
 
shall
continue during
 
any notice period
 
that may be
 
specified under contract
 
or applicable law
 
with respect to
 
2
such termination, including any “garden leave” or similar period, except as may otherwise be permitted in
the Company’s sole discretion.
(ii)
Involuntary Termination.
 
If the Optionee’s employment with the Company or
 
any Subsidiary or affiliated
companies terminates involuntarily at the initiation of the Company for any reason other than specified in
Plan
 
Section 11
 
(
Change
 
in
 
Control
),
 
or
 
(i),
 
(iv) or
 
(v)
 
in
 
this
 
section
 
2,
 
and
 
only
 
upon
 
the
 
execution
(without revoking) of an effective general legal release and such
 
other documents as are satisfactory to the
Company, the following
 
rules shall apply:
a)
In the
 
event that,
 
at the Termination
 
Date, the
 
sum of
 
the Optionee’s
 
age and
 
years of
 
service with
the Company or
 
any Subsidiary or
 
affiliated companies
 
equals or exceeds
 
70, and (A) if,
 
and to the
extent, the
 
Stock Option
 
is not fully
 
vested, then
 
such unvested
 
tranches shall
 
continue to
 
vest and
become
 
exercisable
 
on
 
each
 
respective
 
Scheduled
 
Date
 
Exercisable
 
and
 
remain
 
so
 
until
 
the
Expiration
 
Date; and
 
(B) if,
 
and to
 
the extent,
 
the Stock
 
Option
 
is vested
 
and
 
exercisable, it
 
shall
remain so
 
until the
 
Expiration Date.
 
Notwithstanding
 
the above,
 
if the
 
Termination
 
Date is
 
within
twelve
 
months
 
of
 
the
 
Grant Date,
 
the
 
Award
 
shall
 
vest
 
on
 
a
 
pro
 
rata
 
basis based
 
on
 
employment
completed since grant prior
 
to the Termination
 
Date within the first year
 
after Grant Date, and
 
shall
be exercisable until the Expiration Date beginning on the
 
Scheduled Date Exercisable for the tranche
to which the option belongs
b)
In the event that at the Termination Date, the sum of the Optionee’s age and years of service
 
with the
Company or any Subsidiary or affiliated
 
companies is less than 70, and (A)
 
if, and to the extent, the
Award’s
 
tranches
 
are
 
already
 
vested
 
and
 
exercisable
 
on
 
the
 
Termination
 
Date,
 
they
 
shall
 
remain
exercisable for the lesser of
 
one (1) year from the
 
Termination Date, or until the Expiration Date; and
(B) if,
 
and
 
to the
 
extent,
 
tranches
 
of the
 
Award
 
are not
 
vested,
 
solely the
 
unvested
 
tranche
 
of the
Award
 
with a Scheduled Date
 
Exercisable within 12 months
 
of the Termination
 
Date shall vest and
become exercisable as of the Termination
 
Date, in an amount equal to the
 
pro-rata amount based on
employment completed
 
during the
 
tranche’s
 
12 month
 
vesting period,
 
with such
 
newly-exercisable
Stock Options remaining exercisable for one (1) year
 
from the Termination Date.
 
Stock Options that
do not
 
become vested
 
and exercisable
 
based on
 
the previous
 
provisions shall
 
be forfeited
 
as of
 
the
Termination
 
Date.
(iii)
Death.
 
If an Optionee dies while
 
employed with the Company
 
or any Subsidiary or
 
affiliated companies
during
 
any applicable
 
vesting period,
 
this Award
 
shall become
 
fully vested
 
and exercisable
 
upon death
and may be
 
exercised by the
 
person designated
 
as such Optionee’s
 
beneficiary or beneficiaries
 
or, in
 
the
absence of such designation, by the Optionee’s estate. The Stock Option shall remain exercisable until the
Expiration Date.
(iv)
Retirement.
 
If the termination
 
of employment
 
is due to
 
the Optionee’s
 
retirement on
 
or after age
 
55 and
completion of at least five (5) years of Company service, this Award
 
’s tranches shall continue to vest and
become
 
exercisable
 
on
 
each
 
respective
 
Scheduled
 
Date
 
Exercisable,
 
remaining
 
exercisable
 
until
 
the
Expiration Date. Notwithstanding the above, if the Termination Date is within twelve months of the Grant
Date, the
 
Award
 
shall vest
 
on a
 
pro rata
 
basis based
 
on employment
 
completed since
 
grant prior
 
to the
Termination
 
Date within the first year
 
after Grant Date and
 
shall be exercisable until
 
the Expiration Date
beginning on
 
the Scheduled
 
Date Exercisable
 
for the
 
tranche to
 
which the
 
option belongs.
 
The terms
 
of
this paragraph
 
(iv)
 
shall not
 
apply to
 
an Optionee
 
who, prior
 
to a
 
Change of
 
Control,
 
is terminated
 
for
cause as described in (b)(i) above; said Optionee shall be treated as provided in (b)(i).
(v)
Spin-offs
 
and Other
 
Divestitures.
 
If the
 
termination
 
of employment
 
is due
 
to the
 
divestiture,
 
cessation,
transfer,
 
or
 
spin-off
 
of
 
a
 
line
 
of
 
business
 
or
 
other
 
activity
 
of
 
the
 
Company,
 
the
 
Committee,
 
in
 
its
 
sole
discretion, shall determine the conversion, vesting, or other treatment of
 
the Stock Option.
3.
Exercise of the Option.
(a)
Method of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market
Value
 
of the shares of Common Stock exercised exceeds the exercise price) prior to the Expiration Date of the
Stock Option
 
or such earlier
 
date indicated hereunder
 
by delivering
 
a notice of
 
exercise in such
 
form as may
be
 
designated
 
by
 
the
 
Company
 
from
 
time
 
to
 
time,
 
or
 
making
 
the
 
required
 
electronic
 
election
 
with
 
the
Company’s designated broker,
 
and paying the exercise price and any Tax-Related
 
Items (as defined in section
5
 
below)
 
and
 
costs
 
to
 
the
 
Company’s
 
stock
 
plan
 
administrator
 
or
 
such
 
other
 
person
 
as
 
the
 
Company
 
may
designate, together with such additional documents as the Company may then require
 
pursuant to the terms of
the Plan.
 
 
 
 
3
(b)
Method of Payment
. Payment of
 
the exercise price
 
may be made
 
by one of
 
the methods available
 
under the
Company’s exercise procedures, which
 
may include:
(i)
Payment by cash or check.
 
(ii)
Payment by transfer to the Company of whole shares of Common Stock
 
Optionee already owns having
a Fair Market Value
 
determined at the time of exercise of the Stock Option equal to, but not exceeding,
the exercise price and any Tax
 
-Related Items; and
(iii)
A “same day sale”
 
transaction pursuant to which
 
a third party (engaged
 
by you or the
 
Company) loans
funds to
 
you to
 
enable you
 
to purchase
 
shares of Common
 
Stock and
 
pay any
 
Tax-Related
 
Items, and
then sells a sufficient number of the exercised shares of Common Stock on your behalf to enable you to
repay the loan and any fees.
 
The remaining shares of Common Stock
 
and/or cash are then delivered by
the third party to the Optionee.
The Company may suspend, or
 
eliminate, various forms of permissible
 
payment of the exercise price
 
from time
to time in its sole discretion. Further, notwithstanding any provision within this Agreement to the contrary,
 
if the
Optionee
 
is
 
a
 
resident
 
or
 
provides
 
services
 
outside
 
of
 
the
 
United
 
States,
 
the
 
Committee
 
may
 
require
 
that
 
the
Optionee (or in the event of the Optionee’s death, his or her legal representative, as the case may
 
be) exercise the
Stock Option in
 
a method other than
 
as specified above, may
 
require the Optionee
 
to exercise the Stock
 
Option
only by means of a “same day sale” transaction (either a “sell-all” transaction or a “sell-to-cover” transaction) as
it determines in its sole discretion, or
 
may require the Optionee to sell
 
any shares of Common Stock the Optionee
acquires
 
under
 
the
 
Plan
 
immediately
 
or
 
within
 
a
 
specified
 
period
 
following
 
the
 
Optionee’s
 
termination
 
of
employment with
 
the Company
 
or any
 
Subsidiary or
 
affiliated companies
 
(in which
 
case, the
 
Optionee hereby
agrees
 
that
 
the
 
Company
 
shall
 
have
 
the
 
authority
 
to
 
issue
 
sale
 
instructions
 
in
 
relation
 
to
 
such
 
shares
 
on
 
the
Optionee’s behalf).
 
(c)
Responsibility for Exercise.
The Optionee is responsible for taking any and
 
all actions as may be required to
exercise
 
the
 
Stock
 
Option
 
in
 
a
 
timely
 
manner
 
and
 
for
 
properly
 
executing
 
any
 
such
 
documents
 
as
 
may
 
be
required for
 
exercise in
 
accordance with
 
such rules
 
and procedures
 
as may
 
be established
 
from time
 
to time.
The Optionee acknowledges that information regarding
 
the procedures and requirements for
 
the exercise of the
Stock Option
 
is available
 
to the
 
Optionee on
 
request. Neither
 
the Company
 
nor any
 
Subsidiary or
 
affiliated
companies shall have any duty or obligation to notify you of the Expiration
 
Date of the Option.
4.
Non-Transferability.
 
The
 
Stock
 
Option
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
 
encumbered,
disposed
 
of,
 
or
 
otherwise
 
transferred,
 
unless
 
otherwise
 
provided
 
in
 
the
 
Plan
 
or
 
this
 
Agreement.
 
Upon
 
any
 
attempt
 
to
transfer, assign, pledge, hypothecate or
 
otherwise dispose of the Stock Option or of such rights contrary
 
to the provisions
hereof or in the Plan, the Stock Option and such rights shall immediately
 
become null and void.
5.
Withholding of Tax
. The Optionee acknowledges that, regardless of any
 
action taken by the Company or, if
 
different, the
Subsidiary or
 
affiliated company
 
that employs
 
the Optionee
 
(the “Employer”),
 
the ultimate
 
liability for
 
all income
 
tax,
social contributions, payroll tax,
 
fringe benefits tax,
 
payment on account,
 
hypothetical tax or
 
other tax-related items related
to
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
and
 
legally
 
applicable
 
to
 
the
 
Optionee
 
or
 
deemed
 
by
 
the
 
Company
 
or
 
the
Employer in their discretion to be
 
an appropriate charge to the
 
Optionee even if legally applicable to
 
the Company or the
Employer
 
(“Tax-Related
 
Items”),
 
is
 
and
 
remains
 
the
 
Optionee’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
withheld
 
by
 
the
 
Company
 
or
 
the
 
Employer,
 
if
 
any.
 
The
 
Optionee
 
further
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect
 
of the Stock Option,
 
including, but not
 
limited to, the grant,
 
vesting, exercise and
 
the subsequent sale
 
of
shares of Common Stock
 
acquired pursuant to such
 
vesting and exercise and
 
the receipt of any dividends;
 
and (b) do not
commit to
 
and are under
 
no obligation to
 
structure the
 
terms of the
 
grant or any
 
aspect of the
 
Stock Option
 
to reduce or
eliminate the
 
Optionee’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
 
particular tax
 
result. Further,
 
if the
 
Optionee is
subject to Tax-Related Items in more than one jurisdiction
 
between the Grant Date and the date of any relevant taxable or
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Optionee
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant
 
taxable or tax withholding
 
event, as applicable, the Optionee
 
agrees to make adequate
 
arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of
 
the
 
following:
 
(i)
 
withholding
 
from
 
the
 
Optionee’s
 
wages
 
or
 
other
 
cash
 
compensation
 
paid
 
to
 
the
 
Optionee
 
by
 
the
Company and/or the Employer; (ii) withholding from the shares of Common Stock to be delivered upon settlement of the
 
4
Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if
allowed by the Committee, shares of Common Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates, including maximum applicable rates,
 
in which case the
 
Optionee will receive a refund
 
of any
over-withheld
 
amount
 
and
 
will have
 
no
 
entitlement
 
to
 
the
 
share
 
equivalent.
 
If
 
the
 
obligation
 
for
 
Tax-Related
 
Items
 
is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Common
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Stock
 
Option,
 
for
 
tax
purposes, the
 
Optionee is
 
deemed to
 
have been
 
issued the
 
full number
 
of shares
 
of Common
 
Stock subject
 
to the
 
Stock
Option, notwithstanding that a number of
 
shares of Common Stock are
 
held back solely for the
 
purpose of paying the Tax-
Related Items. The Optionee will have
 
no further rights with respect to any
 
shares of Common Stock that are retained
 
by
the Company pursuant to this provision.
The Optionee agrees
 
to pay to the
 
Company or the
 
Employer any amount
 
of Tax
 
-Related Items that the
 
Company or the
Employer may be required to withhold or account for as a result of the Optionee’s
 
participation in the Plan that cannot be
satisfied by
 
the means
 
previously described.
 
The Company
 
may refuse
 
to issue
 
or deliver
 
shares of
 
Common Stock
 
or
proceeds from
 
the sale
 
of shares
 
of Common
 
Stock until
 
arrangements satisfactory
 
to the
 
Company have
 
been made
 
in
connection with the Tax
 
-Related Items.
6.
Restrictive
 
Covenants;
 
Confidential Information.
The Optionee
 
agrees to
 
cooperate with
 
the Company
 
in any
 
way
needed in order to comply with, or fulfill the terms of the Plan and this Grant document.
 
As a term and condition of this
Grant, Optionee agrees to the following terms:
a.
I agree to use
 
General Mills Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
Mills
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
Prior to leaving
 
the Company,
 
I agree to
 
return all materials
 
in my possession
 
containing Confidential
Information, as well
 
as all other
 
documents and other
 
tangible items provided
 
to me by
 
General Mills,
or developed by me in connection with my employment with the Company.
b.
[
This
 
Section
 
6.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
 
5
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related services.
 
c.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
d.
I agree that after I
 
leave General Mills, including
 
retiring from the Company,
 
I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach of
 
the obligations set forth
 
in this paragraph
 
may result in the
 
rescission of the Grant,
 
termination and
forfeiture of
 
any unvested
 
or un-exercised
 
Options, and/or
 
required payment
 
to Company
 
of all
 
or a
 
portion of
any monetary gains acquired
 
by Optionee as a
 
result of the Grant, unless
 
the Grant vested and
 
was settled more
than four
 
(4) years
 
prior to
 
the breach.
 
The foregoing
 
remedies are
 
in addition
 
to, and
 
not in lieu
 
of injunctive
relief and/or any other legal or equitable remedies available under
 
applicable law.
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(b)
the grant
 
of the Stock
 
Option is voluntary
 
and occasional
 
and does not
 
create any
 
contractual or
 
other
right to receive future grants
 
of stock options, or benefits
 
in lieu of stock options,
 
even if stock options
or other awards have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Optionee’s participation
 
in the Plan is voluntary;
(e)
the Stock Option
 
and the Optionee’s
 
participation in the Plan
 
shall not create a
 
right to employment or
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
 
Employer,
 
as
applicable, to terminate the
 
Optionee’s employment
 
relationship (as otherwise may
 
be permitted under
local law);
(f)
unless otherwise agreed with
 
the Company, the Stock Option and
 
any shares of
 
Common Stock acquired
upon vesting and exercise of the Stock Option, and the income from and value of same, are not granted
as consideration for, or in connection with, any service the Optionee may provide as a
 
director of any of
any Subsidiary or affiliate of the Company;
(g)
the Stock Option
 
and any shares
 
of Common
 
Stock acquired under
 
the Plan and
 
the income and
 
value
of same,
 
are not
 
part of
 
normal or
 
expected compensation
 
for purposes
 
of calculating
 
any severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any Subsidiary or affiliate of the Company;
(h)
the
 
future
 
value
 
of
 
the
 
shares
 
of
 
Common
 
Stock
 
underlying
 
the
 
Stock
 
Option
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(i)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no
value;
 
(j)
upon exercise of the Stock Option, the value of such shares of Common Stock may increase
 
or decrease
in value, even below the exercise price;
 
(k)
no
 
claim
 
or
 
entitlement
 
to
 
compensation
 
or
 
damages
 
shall
 
arise
 
from
 
forfeiture
 
of
 
the
 
Stock
 
Option
resulting from
 
termination of
 
the Optionee’s
 
employment (for
 
any reason
 
whatsoever and
 
whether or
 
 
 
 
6
not in
 
breach of
 
local labor
 
laws or later
 
found invalid)
 
and, in
 
consideration of
 
the Stock
 
Option, the
Optionee agrees not to institute any claim against the Company or the Employer;
(l)
the Stock Option and
 
the rights evidenced by
 
this Agreement do
 
not create any entitlement
 
not otherwise
specifically
 
provided for
 
in the
 
Plan to
 
have the
 
Stock Option
 
transferred
 
to, or
 
assumed by,
 
another
company,
 
nor
 
to
 
be
 
exchanged,
 
cashed
 
out
 
or
 
substituted
 
for,
 
in
 
connection
 
with
 
any
 
corporate
transaction affecting the shares of Common Stock; and
(m)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate fluctuation between the Optionee’s
 
local currency and the U.S. dollar that may affect the
value
 
of the
 
Stock Option
 
or any
 
amounts due
 
to
 
the Optionee
 
pursuant
 
to the
 
exercise of
 
the Stock
Option
 
or
 
the
 
subsequent
 
sale
 
of
 
any
 
shares
 
of
 
Common
 
Stock
 
acquired
 
upon
 
exercise
 
of
 
the
 
Stock
Option.
8.
Data
 
Privacy
.
If
 
the Optionee
 
would
 
like
 
to participate
 
in the
 
Plan,
 
the Optionee
 
will need
 
to review
 
the
 
information
provided in this Section 8 and, where applicable, declare the Optionee’s
 
consent to the processing of personal data by the
Company and the third parties stated below.
 
If the Optionee is
 
based in the European
 
Union (“EU”), European
 
Economic Area
 
(“EEA”) or United Kingdom,
 
please
note
 
that General
 
Mills, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
Mills Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the controller responsible
 
for the processing of the Optionee’s
 
personal data in connection with the Agreement
and the Plan.
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable
 
information
 
about
 
the
 
Optionee,
 
specifically,
 
the
 
Optionee’s
 
name,
 
home
 
address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company or
 
any affiliated
 
company,
 
details of
 
all Stock
 
Options or
 
any other
 
entitlement to
 
shares of
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or outstanding
 
in the
 
Optionee’s
 
favor,
which the Company
 
receives from
 
the Optionee or
 
the Employer (the
 
“Data”). The Company
 
collects,
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
obligations
 
under
 
this
Agreement,
 
implementing,
 
administering
 
and
 
managing the
 
Optionee’s
 
participation
 
in the
 
Plan
 
and
facilitating compliance with applicable tax and securities law.
 
If the
 
Optionee is
 
based in
 
the EU,
 
EEA or
 
United Kingdom,
 
the legal
 
basis for
 
the processing
 
of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Optionee
 
is based in
 
any other jurisdiction,
 
the legal basis
 
for the processing
 
of the Data
 
by the
Company is the Optionee’s
 
consent as further described below.
(b)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate
 
Services,
 
Inc.
 
(including
 
its
 
affiliated
 
companies),
 
an
 
independent
 
service
 
provider
 
which
assists the
 
Company with the
 
implementation, administration and management
 
of the
 
Plan.
 
In the future,
the Company
 
may select a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service
 
provider.
 
The Company’s
 
service provider
 
will maintain
 
an account
 
for the
 
Optionee to
administer the Stock Options.
 
The processing of
 
Data will take place
 
through both electronic
 
and non-
electronic means.
 
Data will only
 
be accessible by
 
those individuals requiring
 
access to it
 
for purposes
of implementing, administering and operating the Plan.
(c)
International Data Transfers. The Company and its service
 
providers are based in the United States and
India. The Optionee’s
 
country or jurisdiction may have different data privacy laws and protections than
the
 
United
 
States
 
and
 
India.
 
An
 
appropriate
 
level
 
of
 
protection
 
can
 
be
 
achieved
 
by
 
implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If
 
the
 
Optionee
 
is
 
based
 
in
 
any
 
other
 
jurisdiction,
 
the
 
Data
 
will
 
be
 
transferred
 
from
 
the
 
Optionee’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Optionee’s
 
consent, as further described below.
 
 
 
 
 
 
 
7
(d)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan,
 
or
 
as
 
required
 
to
 
comply
 
with
 
legal
 
or
 
regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Optionee is
 
in the
 
EU, EEA
 
or United
 
Kingdom) or
 
the Optionee’s
 
consent (if
 
the Optionee
 
is outside
the EU, EEA or United Kingdom).
(e)
Data
 
Subject
 
Rights.
 
The
 
Optionee
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Optionee’s
 
jurisdiction. Subject to the conditions set out in the applicable law and
 
depending on where
the Optionee is
 
based, such rights
 
may include the
 
right to (i) request
 
access to, or copies
 
of, the Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii)
 
lodge complaints
 
with competent
 
authorities in
 
the Optionee’s
 
jurisdiction, and/or
 
to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Optionee can contact
 
HR Direct.
(f)
Necessary Disclosure
 
of Personal
 
Data. The
 
Optionee understands
 
that providing
 
the Company
 
with
Data is necessary for
 
the performance of
 
the Agreement
 
and that the Optionee’s
 
refusal to provide
 
the
Data would
 
make it impossible
 
for the Company
 
to perform its
 
contractual obligations
 
and may affect
the Optionee’s
 
ability to participate in the Plan.
(g)
Declaration of
 
Consent (if
 
the Optionee
 
is outside
 
the EU,
 
EEA and
 
United Kingdom).
 
The Optionee
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Optionee’s
 
participation in the Plan. The Optionee understands that
 
the Optionee may, at
any time, refuse or withdraw the consents
 
herein, in any case without cost, by contacting
 
HR Direct.
 
If
the
 
Optionee
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Optionee’s
 
consent,
 
the
 
Optionee’s
employment
 
status
 
or
 
service
 
with the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Optionee’s
 
consequence
 
of
refusing or
 
withdrawing consent is
 
that the Company
 
would not be
 
able to award
 
the Stock Options
 
to
the
 
Optionee
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Optionee
 
or
 
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the Optionee
 
understands that
 
refusing
 
or withdrawing
 
consent
 
may affect
 
the Optionee’s
ability to
 
participate in
 
the Plan.
 
For more
 
information on
 
the consequences
 
of refusal
 
to consent
 
or
withdrawal of consent, the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s
policy
 
on
 
insider
 
trading
 
(to
 
the
 
extent
 
that
 
it
 
is
 
applicable
 
to
 
the
 
Optionee),
 
the
 
Optionee
 
further
 
acknowledges
 
that,
depending on the Optionee’s
 
or his or her broker’s country of residence
 
or where the shares of Common Stock are listed,
the Optionee may be subject to insider trading restrictions and/or market abuse laws that
 
may affect the Optionee’s ability
to accept,
 
acquire, sell or
 
otherwise dispose
 
of shares
 
of Common
 
Stock, rights
 
to shares
 
of Common
 
Stock (e.g.,
 
stock
options) or
 
rights linked to
 
the value
 
of shares of
 
Common Stock,
 
during such
 
times the
 
Optionee is considered
 
to have
“inside information” regarding the Company as
 
defined by the laws
 
or regulations in the Optionee’s country. Local insider
trading laws and
 
regulations may prohibit
 
the cancellation or
 
amendment of orders
 
the Optionee places
 
before he or
 
she
possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information
 
to
any third party (other than on a “need to know” basis) and
 
(ii) “tipping” third parties or causing them otherwise to buy
 
or
sell securities. The Optionee understands
 
that third parties include fellow
 
employees. Any restriction under these
 
laws or
regulations
 
are
 
separate
 
from
 
and
 
in
 
addition
 
to
 
any
 
restrictions
 
that
 
may
 
be
 
imposed
 
under
 
any
 
applicable
 
Company
insider trading policy.
 
The Optionee acknowledges
 
that it is the
 
Optionee’s
 
responsibility to comply
 
with any applicable
restrictions, and that the Optionee should therefore consult the Optionee’s
 
personal advisor on this matter
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee agrees, to the fullest extent permitted by
 
law, in lieu of receiving documents
 
in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
 
 
 
 
 
 
 
 
8
otherwise, the Optionee hereby consents to participate in the Plan through such system, intranet, or website, including but
not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
12.
English Language
. The
 
Optionee acknowledges
 
and agrees
 
that it
 
is the
 
Optionee’s
 
express intent
 
that this
 
Agreement
and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock
Option be drawn up in English. To
 
the extent the Optionee has been provided with a copy of this Agreement, the Plan, or
any other documents relating to this Award in a language other than English, the English language documents will prevail
in case of any ambiguities or divergences as a result of translation.
13.
Addendum
. Notwithstanding
 
any provisions
 
in this
 
Agreement, the
 
Stock Option
 
shall be
 
subject to
 
any special
 
terms
and
 
conditions
 
set
 
forth
 
in
 
the
 
Country-Specific
 
Addendum
 
to
 
this
 
Agreement
 
(the
 
“Addendum”).
 
Moreover,
 
if
 
the
Optionee transfers to one
 
of the countries included
 
in such Addendum, the special
 
terms and conditions for such
 
country
will apply
 
to the
 
Optionee,
 
to the
 
extent
 
the Company
 
determines
 
that
 
the application
 
of such
 
terms and
 
conditions
 
is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Optionee’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
14.
Not a Public
 
Offering
. The award
 
of the Stock
 
Option is not
 
intended to be
 
a public offering
 
of securities in
 
the Optionee’s
country of employment (or country of residence, if different). The Company has not submitted any registration statement,
prospectus or other filings with the
 
local securities authorities (unless otherwise
 
required under local law), and the award
of the Stock
 
Option is not
 
subject to the
 
supervision of
 
the local securities
 
authorities. No
 
employee of
 
the Company
 
or
any of its Subsidiaries or affiliated companies is permitted to advise the Optionee on
 
whether he/she should participate in
the Plan.
 
Acquiring
 
shares of
 
Common
 
Stock involves
 
a degree
 
of risk.
 
Before deciding
 
to participate
 
in the
 
Plan, the
Optionee should carefully
 
consider all risk factors
 
relevant to the acquisition
 
of shares of Common
 
Stock under the Plan
and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult
with his/her personal advisor for professional investment advice.
15.
Repatriation;
 
Compliance
 
with
 
Law
.
 
The
 
Optionee
 
agrees
 
to
 
repatriate
 
all
 
payments
 
attributable
 
to
 
the
 
shares
 
of
Common Stock and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations
in the Optionee’s country
 
of employment (and country of residence, if different).
 
In addition, the Optionee agrees to take
any and
 
all actions,
 
and consent
 
to any
 
and all
 
actions taken
 
by the
 
Company and
 
any of
 
its Subsidiaries
 
and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local
 
laws,
 
rules
 
and/or
 
regulations
 
in
 
the
 
Optionee’s
 
country
 
of
 
employment
 
(and
 
country
 
of
 
residence,
 
if
 
different).
Finally,
 
the
 
Optionee
 
agrees
 
to
 
take
 
any
 
and
 
all
 
actions
 
as
 
may
 
be
 
required
 
to
 
comply
 
with
 
the
 
Optionee’s
 
personal
obligations under local laws, rules and/or
 
regulations in the Optionee’s
 
country of employment and country of
 
residence,
if different).
16.
Imposition of
 
Other Requirements.
The Company
 
reserves the
 
right to
 
impose other
 
requirements on
 
the Optionee’s
participation in the Plan, on the Stock Option, and on any shares of Common Stock acquired under the Plan, to the extent
the Company
 
determines it
 
is necessary
 
or advisable
 
for legal
 
or administrative
 
reasons, and
 
to require
 
the Optionee
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing
.
17.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of the Plan, including, without limitation, the right to make
 
certain determinations and elections with respect to the Stock
Option.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
 
submitted
 
to
 
the
Committee or
 
its delegate
 
who shall
 
have the
 
discretionary authority
 
to construe
 
the terms
 
of this
 
Agreement, the
 
Plan,
and all documents ancillary to
 
this Award.
 
The decisions of the Committee
 
or its delegate shall be final
 
and binding and
any reviewing court of law or
 
other party shall defer to its
 
decision, overruling if, and only if,
 
it is arbitrary and capricious.
In no
 
way is
 
it intended
 
that this
 
review
 
standard subject
 
the Plan
 
or Award
 
to the
 
U.S. Employee
 
Retirement
 
Income
Security Act.
18.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Optionee.
19.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
16,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
 
 
9
20.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
21.
Waiver
. The waiver by the Company with respect to Optionee’s (or any other optionee’s)
 
compliance with any provision
of
 
this
 
Agreement
 
shall
 
not
 
operate
 
or
 
be
 
construed
 
as
 
a
 
waiver
 
of
 
any
 
other
 
provision
 
of
 
this
 
Agreement,
 
or
 
of
 
any
subsequent breach by such party of a provision of this Agreement
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022
 
Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
 
 
 
 
 
 
10
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[CEO]
PERNR:
This Award
 
is made
 
under the
 
General Mills,
 
Inc. 2022
 
Stock Compensation
 
Plan (the "Plan"),
 
and is subject
 
to the
 
terms
and conditions contained
 
in the Plan
 
document and this
 
Stock Option Award
 
Agreement (“Agreement”).
 
The Optionee: (i)
acknowledges receipt
 
of a
 
copy of
 
the Plan
 
and Plan
 
prospectus, (ii)
 
represents
 
that the
 
Optionee has
 
carefully read
 
and is
familiar with
 
the provisions
 
of this
 
Agreement
 
and the
 
Plan, and
 
(iii) hereby
 
accepts the
 
Stock Option
 
subject to
 
all of
 
the
terms and conditions set forth herein, and in the Plan.
 
If the Optionee does not wish to receive the Stock Option and/or does
not consent
 
and agree
 
to the terms
 
and conditions
 
on which
 
the Stock
 
Option is offered,
 
as set
 
forth in this
 
Agreement and
the Plan, then the Optionee must
 
reject this Award via the website of the Company’s designated broker, no later than 60 days
following the
 
Grant Date.
 
If the Optionee
 
rejects this
 
Award,
 
this Award
 
will immediately
 
be forfeited
 
and cancelled.
 
The
Optionee’s exercise
 
of this Award
 
will also constitute
 
the Optionee’s
 
acceptance of this
 
Award
 
and all terms
 
and conditions
of this Award, as set forth
 
in this Agreement and the Plan.
THIS AWARD,
 
dated on the below Grant Date, is made
 
by General Mills, Inc., (the "Company"), and made to the
 
person named
above (the "Optionee" or referred to as “I”,
 
“you”, or “my”) (“Award”).
1.
Award
 
of Stock Option
. The Company grants
 
to the Optionee under
 
the Plan the following
 
non-qualified option to
 
purchase the
Company's common
 
stock, par
 
value USD
 
0.10 per
 
share (“Common
 
Stock”). The
 
option granted
 
pursuant to
 
this Agreement
 
is
referred to as the “Stock Option” and subject to the
 
terms in this Agreement.
 
Except as otherwise defined herein, capitalized terms
shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture of Stock Option.
(c)
Vesting
 
Schedule
. The
 
Stock Option
 
shall vest
 
and become
 
exercisable in
 
tranches, each
 
tranche having
 
its own
 
12
month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(d)
Forfeiture
 
of
 
Stock
 
Option
.
 
The
 
Optionee
 
acknowledges
 
that
 
the
 
Stock
 
Options
 
granted
 
hereunder
 
are
 
subject
 
to
forfeiture, and/or limited exercise
 
period, if the Optionee’s employment with
 
the Company or
 
any Subsidiary terminates
under certain circumstances, as herein provided.
 
(vi)
Termination
 
for Cause.
 
If the
 
Optionee’s
 
employment with
 
the Company
 
is terminated
 
at any
 
time prior
 
to the
Expiration Date by a
 
discharge due to Optionee’s illegal activities,
 
poor work performance, misconduct
 
or violation
of the
 
Company’s
 
Code of Conduct,
 
policies or
 
practices, then,
 
to the
 
extent the Stock
 
Option is
 
vested as of
 
the
Termination
 
Date, those tranches shall expire three (3) months after the Termination
 
Date (but in no event beyond
the
 
Expiration
 
Date);
 
and,
 
if and
 
to
 
the extent
 
the Stock
 
Option
 
is not
 
fully
 
vested
 
as of
 
the
 
Termination
 
Date,
tranches not
 
fully vested
 
shall for
 
no consideration
 
be cancelled
 
and forfeited
 
immediately with
 
no ability
 
to be
exercised. For the avoidance
 
of doubt, “Termination
 
Date” for purposes of this
 
Award
 
will be deemed to occur
 
as
of the date
 
Optionee is no
 
longer actively providing
 
services as an
 
employee, unless otherwise
 
determined by the
Company in its sole discretion, and no vesting shall continue during any notice period
 
that may be specified under
contract or applicable law with respect to such termination, including
 
any “garden leave” or similar period, except
as may otherwise be permitted in the Company’s
 
sole discretion.
 
11
(vii)
Involuntary
 
Termination/Early
 
Retirement.
 
If
 
the
 
Optionee’s
 
employment
 
by
 
the
 
Company
 
terminates
involuntarily at the initiation
 
of the Company for any
 
reason other than specified
 
in Plan Section 11,
 
or (i), (iv) or
(v) herein or if the Participant retires on
 
or after age 55 but before age 62,
 
and (A) if, and to the
 
extent, the Award’s
tranches are already vested and exercisable on the Termination Date, they shall remain exercisable for the lesser of
one (1) year from
 
the Termination
 
Date, or until the
 
Expiration Date; and (B)
 
if, and to the extent,
 
tranches of the
Award
 
are
 
not
 
vested,
 
solely
 
the
 
unvested
 
tranche
 
of
 
the
 
Award
 
with
 
a
 
Scheduled
 
Date
 
Exercisable
 
within
 
12
months of the Termination
 
Date shall vest and become exercisable as of the Termination
 
Date, in an amount equal
to the pro-rata amount based
 
on actual employment completed during
 
the tranche’s 12
 
month vesting period, with
such newly-exercisable
 
Stock Options
 
remaining exercisable
 
for one
 
(1) year
 
from the
 
Termination
 
Date.
 
Stock
Options that
 
do not
 
become vested
 
and exercisable
 
based on
 
the previous
 
provisions shall
 
be forfeited
 
as of
 
the
Termination
 
Date.
 
No
 
Stock
 
Options
 
shall
 
vest
 
upon
 
involuntary
 
termination
 
under
 
this
 
provision
 
without
 
the
execution (without revoking)
 
of an effective
 
general legal release
 
and such other
 
documents as are
 
satisfactory to
the Company.
(viii)
Death.
 
If an Optionee dies while employed with the Company or any Subsidiary or affiliated
 
companies during
any
 
applicable
 
vesting
 
period,
 
this
 
Award
 
shall
 
become
 
fully
 
vested
 
and
 
exercisable
 
upon
 
death
 
and
 
may
 
be
exercised
 
by
 
the
 
person
 
designated
 
as
 
such
 
Optionee’s
 
beneficiary
 
or
 
beneficiaries
 
or,
 
in
 
the
 
absence
 
of
 
such
designation, by the Optionee’s estate. The
 
Stock Option shall remain exercisable until the Expiration Date.
(ix)
Normal Retirement.
 
If the termination of employment is due to retirement on or after
 
age 62, this Award’s
tranches shall continue to vest and become exercisable on each respective Scheduled
 
Date Exercisable, remaining
exercisable until the Expiration Date. Notwithstanding the above,
 
if the Termination Date is within twelve
months of the Grant Date, the Award
 
shall vest on a pro rata basis based on employment completed from Grant
Date to the Termination
 
Date within the first year after Grant Date and shall be exercisable until the Expiration
Date beginning on the Scheduled Date Exercisable for the tranche to which the option
 
belongs. Stock Options
that do not become vested and exercisable based on the previous provisions shall
 
be forfeited as of the
Termination
 
Date.
 
(x)
Spin-offs and Other Divestitures.
 
If the termination of employment is due to the divestiture, cessation, transfer,
 
or
spin-off of a line of
 
business or other activity of
 
the Company, the Committee, in its sole
 
discretion, shall determine
the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(d)
Method of Exercise
. Optionee may exercise the vested portion of the Stock Option
 
(provided the Fair Market Value of
the shares of Common Stock
 
exercised exceeds the exercise
 
price) prior to the Expiration
 
Date of the Stock Option
 
by
delivering a
 
notice of
 
exercise in
 
such form
 
as may
 
be designated
 
by the
 
Company from
 
time to
 
time, or
 
making the
required electronic election with the Company’s
 
designated broker, and paying
 
the exercise price and any Tax
 
-Related
Items (as defined
 
in section 5 below)
 
and costs to
 
the Company’s
 
stock plan administrator
 
or such other
 
person as the
Company may
 
designate, together
 
with such
 
additional documents
 
as the
 
Company may
 
then require
 
pursuant to
 
the
terms of the Plan.
(e)
Method of Payment
. Payment of the
 
exercise price may be
 
made by one of
 
the methods available under
 
the Company’s
exercise procedures, which may include:
(iv)
Payment by cash or check.
 
(v)
Payment by
 
transfer to
 
the Company
 
of whole
 
shares of
 
Common Stock
 
Optionee already
 
owns having
 
a Fair
Market Value
 
determined at
 
the time
 
of exercise
 
of the
 
Stock Option
 
equal to,
 
but not
 
exceeding, the
 
exercise
price and any Tax-Related
 
Items; and
(vi)
A “same day sale”
 
transaction pursuant to which
 
a third party (engaged
 
by you or the Company)
 
loans funds to
you to enable
 
you to purchase
 
shares of Common
 
Stock and pay
 
any Tax-Related Items, and then
 
sells a sufficient
number of the
 
exercised shares of
 
Common Stock on
 
your behalf to
 
enable you to
 
repay the loan
 
and any fees.
The remaining shares of Common Stock and/or cash are then delivered
 
by the third party to the Optionee.
The Company
 
may suspend, or
 
eliminate, various
 
forms of permissible
 
payment of
 
the exercise price
 
from time to
 
time
in its
 
sole discretion.
 
Further, notwithstanding
 
any provision
 
within this
 
Agreement to
 
the contrary,
 
if the
 
Optionee is
 
a
resident or provides services outside of the United States, the Committee may
 
require that the Optionee (or in the event of
the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other than
as specified above, may require the Optionee to exercise the
 
Stock Option only by means of a “same
 
day sale” transaction
(either a
 
“sell-all” transaction
 
or a
 
“sell-to-cover” transaction)
 
as it
 
determines in
 
its sole
 
discretion, or
 
may require
 
the
 
 
 
 
 
12
Optionee to
 
sell any
 
shares of
 
Common Stock
 
the Optionee
 
acquires under
 
the Plan
 
immediately or
 
within a
 
specified
period following the Optionee’s termination
 
of employment with the Company or any Subsidiary or affiliated companies
(in which case, the Optionee hereby agrees that the Company shall have the authority to issue sale instructions in relation
to such shares on the Optionee’s behalf).
 
(f)
Responsibility for Exercise.
The Optionee is responsible for taking any and
 
all actions as may be required to exercise
the Stock Option in a timely manner and for properly executing any such documents as may be required for exercise in
accordance with such
 
rules and procedures
 
as may be
 
established from time
 
to time. The
 
Optionee acknowledges that
information regarding the procedures and requirements for the exercise of the Stock Option
 
is available to the Optionee
on request. Neither the Company nor any Subsidiary or affiliated companies shall have any duty or obligation to notify
you of the Expiration Date of the Option.
4.
Non-Transferability.
 
The Stock Option may not
 
be sold, assigned, pledged,
 
exchanged, hypothecated, encumbered,
 
disposed of,
or otherwise
 
transferred, unless
 
otherwise provided
 
in the
 
Plan or this
 
Agreement.
 
Upon any attempt
 
to transfer,
 
assign, pledge,
hypothecate or otherwise
 
dispose of the
 
Stock Option or
 
of such rights
 
contrary to the
 
provisions hereof or
 
in the Plan,
 
the Stock
Option and such rights shall immediately become null and void.
5.
Withholding
 
of
 
Tax
.
 
The
 
Optionee
 
acknowledges
 
that,
 
regardless
 
of
 
any
 
action
 
taken
 
by
 
the
 
Company
 
or,
 
if
 
different,
 
the
Subsidiary
 
or
 
affiliated
 
company
 
that
 
employs
 
the
 
Optionee
 
(the
 
“Employer”),
 
the
 
ultimate
 
liability
 
for
 
all
 
income
 
tax,
 
social
contributions,
 
payroll
 
tax,
 
fringe
 
benefits
 
tax,
 
payment
 
on
 
account,
 
hypothetical
 
tax
 
or
 
other
 
tax-related
 
items
 
related
 
to
 
the
Optionee’s
 
participation in
 
the Plan
 
and legally
 
applicable to
 
the Optionee
 
or deemed
 
by the
 
Company or
 
the Employer
 
in their
discretion to
 
be an appropriate
 
charge to
 
the Optionee
 
even if legally
 
applicable to
 
the Company
 
or the Employer
 
(“Tax-Related
Items”),
 
is
 
and
 
remains
 
the
 
Optionee’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
 
withheld
 
by
 
the
 
Company
 
or
 
the
Employer,
 
if
 
any.
 
The
 
Optionee
 
further
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(a) make
 
no
 
representations
 
or
undertakings regarding
 
the treatment of
 
any Tax
 
-Related Items in
 
connection with any
 
aspect of the Stock
 
Option, including, but
not limited to,
 
the grant, vesting,
 
exercise and the
 
subsequent sale of
 
shares of Common
 
Stock acquired
 
pursuant to such
 
vesting
and exercise
 
and the receipt
 
of any dividends;
 
and (b) do
 
not commit to
 
and are
 
under no obligation
 
to structure
 
the terms of
 
the
grant
 
or
 
any
 
aspect
 
of
 
the
 
Stock
 
Option
 
to
 
reduce
 
or
 
eliminate
 
the
 
Optionee’s
 
liability
 
for
 
Tax-Related
 
Items
 
or
 
achieve
 
any
particular tax result. Further, if the Optionee
 
is subject to Tax-Related Items in more
 
than one jurisdiction between the Grant Date
and the date of
 
any relevant taxable or tax
 
withholding event, as applicable,
 
the Optionee acknowledges that
 
the Company and/or
the Employer (or former employer,
 
as applicable) may be required to withhold or account for Tax
 
-Related Items in more than one
jurisdiction.
Prior to the
 
relevant taxable
 
or tax
 
withholding event, as
 
applicable, the Optionee
 
agrees to
 
make adequate arrangements
 
satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by the Committee,
the
 
Company
 
shall
 
satisfy
 
the
 
obligations
 
with
 
regard
 
to
 
all
 
Tax-Related
 
Items
 
by
 
one
 
or
 
a
 
combination
 
of
 
the
 
following:
 
(i)
withholding from
 
the Optionee’s
 
wages or
 
other cash
 
compensation paid
 
to the
 
Optionee by
 
the Company
 
and/or the
 
Employer;
(ii) withholding from the shares of Common Stock to be delivered upon
 
settlement of the Stock Option or other awards granted to
the Optionee or
 
(iii) permitting the
 
Optionee to tender
 
to the Company
 
cash or,
 
if allowed by
 
the Committee, shares
 
of Common
Stock.
Depending on
 
the withholding
 
method, the
 
Company may
 
withhold or
 
account for
 
Tax-Related
 
Items by
 
considering applicable
statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding
rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount and will
have no entitlement
 
to the share equivalent.
 
If the obligation for
 
Tax-Related
 
Items is satisfied
 
by withholding from
 
the shares of
Common Stock to be delivered upon vesting of the Stock Option, for tax purposes, the Optionee is
 
deemed to have been issued the
full number of
 
shares of Common
 
Stock subject to
 
the Stock Option,
 
notwithstanding that a
 
number of shares
 
of Common Stock
are held back solely for the purpose of paying the Tax
 
-Related Items. The Optionee will have no further rights with respect to any
shares of Common Stock that are retained by the Company pursuant
 
to this provision.
The Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer
may be
 
required to
 
withhold or
 
account for
 
as a
 
result of
 
the Optionee’s
 
participation in
 
the Plan
 
that cannot
 
be satisfied
 
by the
means previously
 
described. The
 
Company may
 
refuse to issue
 
or deliver
 
shares of
 
Common Stock
 
or proceeds
 
from the
 
sale of
shares
 
of
 
Common
 
Stock
 
until arrangements
 
satisfactory
 
to the
 
Company
 
have
 
been
 
made
 
in
 
connection
 
with
 
the
 
Tax-Related
Items.
6.
Restrictive Covenants; Confidential Information
. The Optionee agrees to cooperate with the Company in any way needed in
order to comply with, or fulfill the terms of the Plan and this Grant document.
 
As a term and condition of this Grant, Optionee
agrees to the following terms:
 
13
e.
I agree
 
to use General
 
Mills Confidential
 
Information only
 
as needed
 
in the
 
performance of
 
my duties,
 
to hold
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
 
unauthorized
 
use
 
or
disclosure of such information for so long as such information qualifies as Confidential Information. I agree that
after my employment with the Company terminates for any reason, including “retirement” as
 
that term is used in
the Plan, I will not use or disclose,
 
directly or indirectly,
 
Company Confidential Information or trade
 
secrets for
any purpose, unless I get the prior written consent of my manager to do so.
This document does not prevent me from filing
 
a complaint with a government agency (including the Securities
and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission
 
and others) or
from participating in an agency
 
proceeding. This document also does
 
not prevent me from providing
 
an agency
with information, including this
 
document, unless such information
 
is legally protected from disclosure
 
to third
parties.
 
I do not
 
need prior company
 
authorization to take
 
these actions, nor
 
must I notify
 
the company I
 
have
done so.
Also, as
 
provided in
 
18 U.S.C.
 
1833(b), I
 
cannot be
 
held criminally
 
or civilly
 
liable under
 
any federal
 
or state
trade secret
 
law for making
 
a trade secret
 
disclosure: (A)
 
in confidence
 
to a federal,
 
state, or
 
local government
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
 
reporting
 
or
 
investigating
 
a
suspected violation of law; or (B) in a
 
complaint or other document filed in a lawsuit or other
 
proceeding, if such
filing is made under seal.
General Mills Confidential Information means any non-public
 
information I create, receive, use
 
or observe in the
performance of my job at General Mills, including
 
trade secrets.
 
Examples of Confidential Information include
marketing, merchandising, business plans,
 
business methods, pricing,
 
purchasing, licensing, contracts,
 
employee,
supplier
 
or
 
customer
 
information,
 
financial
 
data,
 
technological
 
developments,
 
manufacturing
 
processes
 
and
specifications, product
 
formulas, ingredient specifications,
 
software code, and
 
all other proprietary
 
information
which is not publicly available to others.
Prior
 
to
 
leaving
 
the
 
Company,
 
I
 
agree
 
to
 
return
 
all
 
materials
 
in
 
my
 
possession
 
containing
 
Confidential
Information,
 
as
 
well
 
as
 
all
 
other
 
documents
 
and
 
other
 
tangible
 
items
 
provided
 
to
 
me
 
by
 
General
 
Mills,
 
or
developed by me in connection with my employment with the Company.
f.
[
This Section 6.b.
 
does not apply
 
to California, Colorado, Minnesota,
 
and Washington -based employees.
] I agree
that for one year after
 
I leave the Company, including retiring from the
 
Company, I will not work on any
 
product,
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
 
which
 
I
 
had
 
access
 
to
 
Confidential
Information, in
 
the year immediately
 
preceding my
 
termination (including
 
retirement) from General
 
Mills, and
(B) which competes with General Mills products, brand categories, processes, or
 
related services.
 
g.
I agree
 
that for
 
one year
 
after I
 
leave General
 
Mills, including
 
retiring from
 
the Company,
 
I will
 
refrain from
directly or
 
indirectly soliciting
 
Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing them
 
to leave
their employment with the Company.
h.
I agree that
 
after I leave
 
General Mills, including
 
retiring from the
 
Company, I will indefinitely refrain
 
from using
Company client or contact lists, and for two years I will refrain from soliciting the Company’s
 
customers.
A breach of
 
the obligations set
 
forth in this
 
paragraph may result
 
in the rescission
 
of the Grant,
 
termination and forfeiture
 
of any
unvested
 
or un-exercised
 
Options, and/or
 
required
 
payment to
 
Company
 
of all
 
or a
 
portion
 
of any
 
monetary
 
gains acquired
 
by
Optionee as a
 
result of the
 
Grant, unless the
 
Grant vested and
 
was settled more
 
than four (4)
 
years prior to
 
the breach.
 
The foregoing
remedies are in
 
addition to, and
 
not in lieu
 
of injunctive relief
 
and/or any other
 
legal or equitable
 
remedies available under
 
applicable
law
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(n)
the Plan is established
 
voluntarily by the Company, it is
 
discretionary in nature and
 
it may be
 
modified, amended,
suspended or terminated
 
by the Company,
 
in its sole discretion,
 
at any time (subject
 
to any limitations set
 
forth
in the Plan);
(o)
the grant
 
of the
 
Stock Option
 
is voluntary
 
and occasional
 
and does
 
not create
 
any contractual
 
or other
 
right to
receive future grants
 
of stock options,
 
or benefits in lieu
 
of stock options, even
 
if stock options
 
or other awards
have been granted in the past;
 
 
14
(p)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(q)
the Optionee’s participation
 
in the Plan is voluntary;
(r)
the
 
Stock
 
Option
 
and
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
 
employment
 
or
 
be
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
 
affiliated
companies and
 
shall not
 
interfere with
 
the ability of
 
the Company
 
or the
 
Employer,
 
as applicable,
 
to terminate
the Optionee’s employment relationship
 
(as otherwise may be permitted under local law);
(s)
unless otherwise agreed
 
with the Company,
 
the Stock Option
 
and any
 
shares of Common
 
Stock acquired
 
upon
vesting and exercise
 
of the Stock
 
Option, and the
 
income from and
 
value of same,
 
are not granted
 
as consideration
for, or in connection with, any
 
service the Optionee may provide
 
as a director of
 
any of any
 
Subsidiary or affiliate
of the Company;
(t)
the Stock Option
 
and any shares of
 
Common Stock acquired
 
under the Plan
 
and the income and
 
value of same,
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
 
resignation,
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
 
awards,
 
pension
 
or
retirement or welfare benefits or similar payments and in no event should
 
be considered as compensation for, or
relating
 
in
 
any
 
way
 
to,
 
past
 
services
 
for
 
the
 
Company,
 
the
 
Employer
 
or
 
any
 
Subsidiary
 
or
 
affiliate
 
of
 
the
Company;
(u)
the future
 
value of
 
the shares of
 
Common Stock
 
underlying the
 
Stock Option
 
is unknown,
 
indeterminable, and
cannot be predicted with certainty;
 
(v)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no value;
 
(w)
upon exercise of the Stock Option, the
 
value of such shares of Common Stock
 
may increase or decrease in value,
even below the exercise price;
 
(x)
no claim or
 
entitlement to compensation or
 
damages shall arise
 
from forfeiture of the
 
Stock Option resulting from
termination of the Optionee’s employment (for
 
any reason whatsoever and
 
whether or not
 
in breach of local
 
labor
laws or
 
later found
 
invalid) and,
 
in consideration
 
of the
 
Stock Option,
 
the Optionee
 
agrees not
 
to institute
 
any
claim against the Company or the Employer;
(y)
the
 
Stock
 
Option
 
and
 
the
 
benefits
 
evidenced
 
by
 
this
 
Agreement
 
do
 
not
 
create
 
any
 
entitlement
 
not
 
otherwise
specifically provided
 
for in the
 
Plan or provided
 
by the Company
 
in its discretion,
 
to have the
 
Stock Option
 
or
any such benefits transferred to, or assumed
 
by, another company, nor to be exchanged, cashed out or substituted
for, in connection with any corporate
 
transaction affecting the shares of Common Stock; and
(z)
neither the Company nor any of
 
its Subsidiaries or affiliated companies
 
shall be liable for any foreign
 
exchange
rate fluctuation between the Optionee’s
 
local currency and the U.S. dollar that may affect
 
the value of the Stock
Option or any
 
amounts due to
 
the Optionee pursuant
 
to the exercise
 
of the Stock
 
Option or the
 
subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock Option.
8.
Data Privacy
.
If the Optionee would
 
like to participate in
 
the Plan, the Optionee
 
will need to review
 
the information provided
 
in
this Section 8
 
and, where
 
applicable, declare
 
the Optionee’s
 
consent to the
 
processing of
 
personal data
 
by the Company
 
and the
third parties stated below.
 
If the Optionee is based in the European
 
Union (“EU”), European Economic Area
 
(“EEA”) or United Kingdom, please note that
General Mills,
 
Inc. with registered address at
 
One General
 
Mills Boulevard, Minneapolis, MN
 
55426-1347, U.S.A., is
 
the controller
responsible for the processing
 
of the Optionee’s
 
personal data in connection with the Agreement
 
and the Plan.
(h)
Data Collection and Usage. The Company collects, processes, uses and transfers certain personally-identifiable
information about
 
the Optionee, specifically,
 
the Optionee’s
 
name, home address
 
and telephone
 
number,
 
email
address, date of birth, social insurance, passport number or other
 
identification number,
 
salary, nationality,
 
job
title, any
 
shares
 
of Stock
 
or directorships
 
held in
 
the Company
 
or any
 
affiliated company,
 
details of
 
all Stock
Options or
 
any other
 
entitlement to
 
shares
 
of Stock
 
awarded,
 
canceled,
 
exercised,
 
settled, vested,
 
unvested or
outstanding
 
in
 
the
 
Optionee’s
 
favor,
 
which
 
the
 
Company
 
receives
 
from
 
the
 
Optionee
 
or
 
the
 
Employer
 
(the
“Data”).
 
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
 
 
 
 
 
15
obligations
 
under this
 
Agreement,
 
implementing,
 
administering and
 
managing the
 
Optionee’s
 
participation
 
in
the Plan and facilitating compliance with applicable tax and securities law.
 
If the Optionee is based in the EU, EEA or United Kingdom, the legal basis for the processing of the Data by the
Company is
 
the necessity
 
of the
 
processing
 
for the
 
Company to
 
perform its
 
contractual obligations
 
under this
Agreement
 
and the
 
Plan and
 
the Company’s
 
legitimate business
 
interests of
 
managing the
 
Plan, administering
employee equity awards and complying with its contractual
 
and statutory obligations.
 
If the Optionee is based in any
 
other jurisdiction, the legal basis for the
 
processing of the Data by
 
the Company
is the Optionee’s
 
consent as further described below.
(i)
Stock Plan
 
Administration Service
 
Providers.
 
The Company
 
transfers Data
 
to E*TRADE
 
Financial Corporate
Services, Inc.
 
(including its
 
affiliated companies),
 
an independent
 
service provider
 
which assists
 
the Company
with the implementation,
 
administration and management
 
of the Plan.
 
In the future,
 
the Company may select
 
a
different service provider, which will in a similar
 
manner, share Data with such service provider. The Company’s
service provider
 
will maintain
 
an account
 
for the
 
Optionee to
 
administer the
 
Stock Options.
 
The processing
 
of
Data will
 
take place
 
through
 
both electronic
 
and non-electronic
 
means. Data
 
will only
 
be accessible
 
by those
individuals requiring access to it for purposes of implementing,
 
administering and operating the Plan.
(j)
International Data Transfers.
 
The Company and
 
its service providers
 
are based
 
in the United States
 
and India.
The
 
Optionee’s
 
country or
 
jurisdiction
 
may
 
have
 
different
 
data
 
privacy
 
laws and
 
protections
 
than
 
the United
States and
 
India. An
 
appropriate
 
level of
 
protection
 
can be
 
achieved
 
by implementing
 
safeguards
 
such as
 
the
Standard Contractual Clauses adopted by
 
the EU Commission.
If the Optionee
 
is based in
 
any other jurisdiction,
 
the Data will
 
be transferred
 
from the
 
Optionee’s
 
jurisdiction
to the Company and onward
 
from the Company
 
to any of its service providers
 
based on the Optionee’s
 
consent,
as further described below.
(k)
Data Retention. The Company will use the Data only as long as necessary to implement, administer and manage
the Optionee’s
 
participation in the Plan, or as required to comply with legal or
 
regulatory obligations, including
tax
 
and
 
securities laws.
 
When
 
the
 
Company
 
no longer
 
needs the
 
Data,
 
the
 
Company
 
will remove
 
it from
 
its
systems.
 
If
 
the
 
Company
 
keeps
 
data
 
longer,
 
it
 
would
 
be
 
to
 
satisfy
 
legal
 
or
 
regulatory
 
obligations
 
and
 
the
Company’s
 
legal
 
basis
 
would
 
be
 
relevant
 
laws
 
or
 
regulations
 
(if
 
the
 
Optionee
 
is
 
in
 
the
 
EU,
 
EEA
 
or
 
United
Kingdom) or the Optionee’s
 
consent (if the Optionee is outside the EU, EEA or United Kingdom).
(l)
Data
 
Subject
 
Rights.
 
The
 
Optionee
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
 
Optionee’s
jurisdiction. Subject to
 
the conditions set
 
out in the
 
applicable law and
 
depending on where the
 
Optionee is based,
such rights may
 
include the right to
 
(i) request access
 
to, or copies of,
 
the Data processed
 
by the Company,
 
(ii)
rectification of incorrect
 
Data, (iii) deletion of Data, (iv) restrictions on the processing
 
of Data, (v) object to the
processing
 
of
 
Data
 
for
 
legitimate
 
interests,
 
(vi)
 
portability
 
of
 
Data,
 
(vii)
 
lodge
 
complaints
 
with
 
competent
authorities
 
in
 
the
 
Optionee’s
 
jurisdiction,
 
and/or
 
to
 
(viii)
 
receive
 
a
 
list
 
with
 
the
 
names
 
and
 
addresses
 
of
 
any
potential
 
recipients
 
of
 
Data.
 
To
 
receive
 
clarification
 
regarding
 
these
 
rights
 
or
 
to
 
exercise
 
these
 
rights,
 
the
Optionee can contact HR Direct.
(m)
Necessary
 
Disclosure
 
of
 
Personal
 
Data.
 
The
 
Optionee understands
 
that
 
providing
 
the
 
Company with
 
Data
 
is
necessary for the performance of the Agreement and that the Optionee’s
 
refusal to provide the Data would make
it impossible
 
for
 
the Company
 
to perform
 
its contractual
 
obligations
 
and
 
may affect
 
the Optionee’s
 
ability to
participate in the Plan.
(n)
Declaration
 
of
 
Consent
 
(if
 
the
 
Optionee
 
is outside
 
the
 
EU,
 
EEA
 
and
 
United
 
Kingdom).
 
The
 
Optionee
 
hereby
unambiguously consents to the collection, use and transfer, in electronic or other form, of the Data, as described
above
 
and
 
in
 
any
 
other
 
grant
 
materials,
 
by
 
and
 
among,
 
as
 
applicable,
 
the
 
Employer,
 
the
 
Company
 
and
 
any
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
 
administering
 
and
 
managing
 
the
 
Optionee’s
participation in the Plan.
 
The Optionee understands that
 
the Optionee may,
 
at any time, refuse
 
or withdraw the
consents herein,
 
in any
 
case without
 
cost, by
 
contacting HR
 
Direct.
 
If the
 
Optionee does
 
not consent
 
or later
seeks to revoke the
 
Optionee’s
 
consent, the Optionee’s
 
employment status or service
 
with the Employer will not
be affected;
 
the Optionee’s
 
consequence of
 
refusing or
 
withdrawing consent
 
is that the
 
Company would
 
not be
able
 
to award
 
the Stock
 
Options to
 
the Optionee
 
or any
 
other equity
 
award
 
to the
 
Optionee
 
or administer
 
or
maintain such awards.
 
Therefore, the Optionee understands that refusing or withdrawing consent may affect the
 
 
 
 
 
 
 
16
Optionee’s
 
ability to participate in the Plan. For more
 
information on the consequences of refusal to
 
consent or
withdrawal of consent, the Optionee should contact HR Direct.
9.
Insider Trading;
 
Market Abuse Laws
. By participating
 
in the Plan,
 
the Optionee agrees
 
to comply with
 
the Company’s
 
policy
on insider
 
trading (to
 
the extent
 
that it
 
is applicable
 
to the
 
Optionee), the
 
Optionee further
 
acknowledges that,
 
depending on
 
the
Optionee’s or his or her
 
broker’s country of residence or
 
where the shares
 
of Common Stock are
 
listed, the Optionee may
 
be subject
to insider trading
 
restrictions and/or market
 
abuse laws that may
 
affect the Optionee’s
 
ability to accept,
 
acquire, sell or otherwise
dispose of shares of Common Stock,
 
rights to shares of Common Stock (e.g.,
 
stock options) or rights linked to the
 
value of shares
of Common Stock,
 
during such times
 
the Optionee is
 
considered to have
 
“inside information” regarding
 
the Company as defined
by the
 
laws or
 
regulations in
 
the Optionee’s
 
country.
 
Local insider
 
trading laws
 
and regulations
 
may prohibit
 
the cancellation
 
or
amendment
 
of
 
orders
 
the
 
Optionee
 
places
 
before
 
he
 
or
 
she
 
possessed
 
inside
 
information.
 
Furthermore,
 
the
 
Optionee
 
could
 
be
prohibited from
 
(i) disclosing the
 
inside information
 
to any
 
third party
 
(other than
 
on a
 
“need to
 
know” basis)
 
and (ii)
 
“tipping”
third
 
parties
 
or
 
causing
 
them
 
otherwise
 
to
 
buy
 
or
 
sell
 
securities.
 
The
 
Optionee
 
understands
 
that
 
third
 
parties
 
include
 
fellow
employees. Any restriction under
 
these laws or
 
regulations are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed
under any applicable Company
 
insider trading policy. The Optionee acknowledges
 
that it is
 
the Optionee’s responsibility to comply
with any applicable restrictions, and that the Optionee should therefore consult
 
the Optionee’s personal advisor
 
on this matter
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee
 
agrees, to the fullest
 
extent permitted by law,
 
in lieu of receiving
 
documents in paper format,
to
 
accept
 
electronic
 
delivery
 
of
 
any
 
documents
 
that
 
the
 
Company
 
and
 
its
 
Subsidiaries
 
or
 
affiliated
 
companies
 
may
 
deliver
 
in
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
 
notifications,
 
account
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
 
document
 
may
 
be
 
made
 
via
 
the
Company’s email
 
system or by reference to a
 
location on the Company’s
 
intranet or website or a website
 
of the Company’s
 
agent
administering the Plan. By accepting this grant, whether electronically or otherwise, the Optionee hereby consents to participate in
the Plan
 
through such
 
system, intranet,
 
or website,
 
including but
 
not limited
 
to the
 
use of
 
electronic signatures
 
or click-through
electronic acceptance of terms and conditions.
12.
English Language
. The
 
Optionee acknowledges
 
and agrees
 
that it
 
is the
 
Optionee’s
 
express intent
 
that this
 
Agreement and
 
the
Plan and all other documents, notices and legal proceedings entered into, given or
 
instituted pursuant to the Stock Option be drawn
up in
 
English. To
 
the extent
 
the Optionee
 
has been
 
provided with
 
a copy
 
of this
 
Agreement,
 
the Plan,
 
or any
 
other documents
relating to this Award
 
in a language other than English, the English language documents will prevail in case of
 
any ambiguities or
divergences as a result of translation.
13.
Addendum
.
 
Notwithstanding
 
any
 
provisions
 
in
 
this
 
Agreement,
 
the
 
Stock
 
Option
 
shall
 
be
 
subject
 
to
 
any
 
special
 
terms
 
and
conditions set forth in the
 
Country-Specific Addendum to this Agreement
 
(the “Addendum”). Moreover,
 
if the Optionee transfers
to one of the
 
countries included in such
 
Addendum, the special terms
 
and conditions for such
 
country will apply
 
to the Optionee,
to the extent
 
the Company determines
 
that the application
 
of such terms
 
and conditions is
 
necessary or advisable
 
to comply with
local law
 
or facilitate
 
the administration
 
of the
 
Plan (or
 
the Company
 
may establish
 
alternative terms
 
and conditions
 
as may
 
be
necessary or advisable to accommodate the Optionee’s
 
transfer). The Addendum constitutes part of this Agreement.
14.
Not a Public Offering
. The award of
 
the Stock Option is
 
not intended to
 
be a public offering
 
of securities in the
 
Optionee’s country
of employment
 
(or country
 
of residence,
 
if different).
 
The Company
 
has not
 
submitted any
 
registration statement,
 
prospectus or
other filings with the local
 
securities authorities (unless otherwise
 
required under local law), and
 
the award of the Stock Option
 
is
not subject to the supervision
 
of the local securities authorities.
 
No employee of the Company or
 
any of its Subsidiaries
 
or affiliated
companies is permitted to
 
advise the Optionee
 
on whether he/she
 
should participate in the
 
Plan. Acquiring shares
 
of Common Stock
involves a degree of risk. Before deciding to participate in the Plan, the Optionee should carefully consider all risk factors
 
relevant
to the acquisition of
 
shares of Common Stock
 
under the Plan and
 
carefully review all of
 
the materials related to
 
the Stock Option
and the Plan. In addition, the Optionee should consult with his/her personal
 
advisor for professional investment advice.
15.
Repatriation; Compliance with Law
. The Optionee agrees to repatriate all payments attributable to the shares of Common Stock
and/or cash acquired under the
 
Plan in accordance with
 
applicable foreign exchange rules and
 
regulations in the Optionee’s country
of employment (and country of residence, if different).
 
In addition, the Optionee agrees to take any and all actions, and
 
consent to
any and
 
all actions
 
taken by
 
the Company
 
and any
 
of its
 
Subsidiaries and
 
affiliated companies,
 
as may
 
be required
 
to allow
 
the
Company and any of its Subsidiaries and affiliated companies to
 
comply with local laws, rules and/or regulations in the
 
Optionee’s
country of employment (and
 
country of residence, if different).
 
Finally, the
 
Optionee agrees to take any
 
and all actions as may
 
be
required to
 
comply with the
 
Optionee’s
 
personal obligations
 
under local
 
laws, rules and/or
 
regulations in
 
the Optionee’s
 
country
of employment and country of residence, if different).
 
 
 
 
 
 
17
16.
Imposition of Other Requirements.
The Company reserves the
 
right to impose other
 
requirements on the Optionee’s participation
in
 
the
 
Plan,
 
on
 
the
 
Stock
 
Option,
 
and
 
on
 
any
 
shares
 
of
 
Common
 
Stock
 
acquired
 
under
 
the
 
Plan,
 
to
 
the
 
extent
 
the
 
Company
determines
 
it
 
is
 
necessary
 
or
 
advisable
 
for
 
legal
 
or
 
administrative
 
reasons,
 
and
 
to
 
require
 
the
 
Optionee
 
to
 
sign
 
any
 
additional
agreements or undertakings that may be necessary to accomplish the
 
foregoing.
17.
Committee’s
 
Powers.
No provision
 
contained in
 
this Agreement
 
shall in any
 
way terminate,
 
modify or
 
alter, or
 
be construed
 
or
interpreted as
 
terminating, modifying
 
or altering
 
any of
 
the powers,
 
rights or
 
authority vested
 
in the
 
Committee or,
 
to the
 
extent
delegated, in
 
its delegate,
 
pursuant to
 
the terms
 
of the
 
Plan or
 
resolutions adopted
 
in furtherance
 
of the
 
Plan, including,
 
without
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
 
Stock
 
Option.
 
Any
 
dispute
 
regarding
 
the
interpretation of
 
this Agreement
 
or the
 
terms of
 
the Plan
 
shall be
 
submitted to
 
the Committee
 
or its
 
delegate who
 
shall have
 
the
discretionary authority to construe the terms of this Agreement, the Plan,
 
and all documents ancillary to this Award.
 
The decisions
of the Committee or its delegate shall be final and binding and any reviewing court of law or other party shall defer to its decision,
overruling if, and only if, it is arbitrary and capricious. In no way is it intended that this review standard subject the Plan or Award
to the U.S. Employee Retirement Income Security Act.
18.
Binding Effect.
 
This Agreement shall be binding
 
upon and inure to the benefit
 
of any successors to the Company
 
and all persons
lawfully claiming under the Optionee.
19.
Governing Law
 
and Forum
. Without
 
limiting the
 
effect of
 
section 16,
 
this Agreement
 
shall be
 
governed by,
 
and construed
 
in
accordance with, the laws of the State of Delaware without regard to principles
 
of conflict of laws.
20.
Severability
. The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal
or otherwise unenforceable, in whole or
 
in part, the Agreement shall be reformed
 
and construed so that it would be enforceable
 
to
the maximum
 
extent legally
 
possible, and
 
if it
 
cannot be
 
so reformed
 
and construed,
 
as if
 
such unenforceable
 
provision, or
 
part
thereof, had never been contained herein.
21.
Waiver
. The waiver by the Company with respect to Optionee’s (or any other participant’s) compliance with any provision of this
Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach
 
by
such party of a provision of this Agreement
A copy of the
 
Plan and the Prospectus
 
to the General Mills,
 
Inc. 2022 Stock Compensation Plan
 
is available on G&Me
 
by searching “2022
Stock Compensation Plan”.
 
A copy of the Company’s latest Annual Report on Form 10-K is also available on the Company’s
 
website at
www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.