10-Q
General Mills Inc (GIS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
☑
QUARTERLY
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
FOR THE QUARTERLY
PERIOD ENDED
AUGUST 27, 2023
☐
TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
FOR THE TRANSITION PERIOD FROM
TO
Commission file number:
001-01185
________________
GENERAL MILLS, INC.
(Exact name of registrant as specified in its charter)
Delaware
41-0274440
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Number One General Mills Boulevard
Minneapolis
,
Minnesota
55426
(Address of principal executive offices)
(Zip Code)
(763)
764-7600
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common Stock, $.10 par value
GIS
New York Stock Exchange
0.125% Notes due 2025
GIS 25A
New York Stock Exchange
0.450% Notes due 2026
GIS 26
New York Stock Exchange
1.500% Notes due 2027
GIS 27
New York Stock Exchange
3.907% Notes due 2029
GIS 29
New York Stock Exchange
________________
Indicate
by
check
mark
whether
the
registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange Act of 1934
during the preceding 12
months (or for such shorter
period that the registrant
was required to file such
reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
every
Interactive
Data
File
required
to
be
submitted
pursuant to Rule 405
of Regulation S-T (§
232.405 of this chapter) during
the preceding 12 months (or
for such shorter period that
the
registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark
whether the registrant is a
large accelerated filer,
an accelerated filer,
a non-accelerated filer,
smaller reporting
company,
or
an
emerging
growth
company.
See
the
definitions
of
“large
accelerated
filer,”
“accelerated
filer,”
“smaller
reporting
company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
period
for
complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes
☐
No
☑
Number of
shares of
Common Stock
outstanding
as of
September 13,
2023:
581,279,229
(excluding
173,334,099
shares held
in the
treasury).
3
General Mills, Inc.
Table of Contents
Page
PART I – Financial Information
Item 1. Financial Statements
Consolidated Statements of Earnings for the quarters ended August 27, 2023 and August 28, 2022
4
Consolidated Statements of Comprehensive Income for the quarters ended August 27, 2023 and August 28,
2022
5
Consolidated Balance Sheets as of August 27, 2023 and May 28, 2023
6
Consolidated Statements of Total Equity for the quarters ended August 27, 2023 and August 28, 2022
7
Consolidated Statements of Cash Flows for the quarters ended August 27, 2023 and August 28, 2022
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3. Quantitative and Qualitative Disclosures About Market Risk
34
Item 4. Controls and Procedures
35
PART II – Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
35
Item 5. Other Information
35
Item 6. Exhibits
36
Signatures
37
4
PART
I.
FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Statements of Earnings
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Net sales
$
4,904.7
$
4,717.6
Cost of sales
3,134.2
3,269.9
Selling, general, and administrative expenses
839.3
791.4
Divestitures gain, net
-
(430.9)
Restructuring, impairment, and other exit costs
1.2
1.6
Operating profit
930.0
1,085.6
Benefit plan non-service income
(17.0)
(21.7)
Interest, net
117.0
87.7
Earnings before income taxes and after-tax earnings
from
joint ventures
830.0
1,019.6
Income taxes
173.2
216.1
After-tax earnings from joint ventures
23.5
19.8
Net earnings, including earnings attributable to noncontrolling interests
680.3
823.3
Net earnings attributable to noncontrolling interests
6.8
3.3
Net earnings attributable to General Mills
$
673.5
$
820.0
Earnings per share – basic
$
1.15
$
1.37
Earnings per share – diluted
$
1.14
$
1.35
See accompanying notes to consolidated financial statements.
5
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Net earnings, including earnings attributable to noncontrolling interests
$
680.3
$
823.3
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(18.1)
3.8
Other fair value changes:
Hedge derivatives
(2.3)
(38.3)
Reclassification to earnings:
Foreign currency translation
-
(7.4)
Hedge derivatives
0.2
(1.4)
Amortization of losses and prior service costs
9.1
14.1
Other comprehensive loss, net of tax
(11.1)
(29.2)
Total comprehensive
income
669.2
794.1
Comprehensive income attributable to noncontrolling interests
6.9
2.0
Comprehensive income attributable to General Mills
$
662.3
$
792.1
See accompanying notes to consolidated financial statements.
6
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Aug. 27, 2023
May 28, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
490.9
$
585.5
Receivables
1,791.1
1,683.2
Inventories
2,228.8
2,172.0
Prepaid expenses and other current assets
596.2
735.7
Total current
assets
5,107.0
5,176.4
Land, buildings, and equipment
3,585.2
3,636.2
Goodwill
14,522.0
14,511.2
Other intangible assets
6,965.7
6,967.6
Other assets
1,139.8
1,160.3
Total assets
$
31,319.7
$
31,451.7
LIABILITIES
AND EQUITY
Current liabilities:
Accounts payable
$
3,705.8
$
4,194.2
Current portion of long-term debt
1,174.6
1,709.1
Notes payable
584.3
31.7
Other current liabilities
1,603.1
1,600.7
Total current
liabilities
7,067.8
7,535.7
Long-term debt
10,523.5
9,965.1
Deferred income taxes
2,085.0
2,110.9
Other liabilities
1,128.0
1,140.0
Total liabilities
20,804.3
20,751.7
Stockholders' equity:
Common stock,
754.6
shares issued, $
0.10
par value
75.5
75.5
Additional paid-in capital
1,185.7
1,222.4
Retained earnings
20,163.6
19,838.6
Common stock in treasury,
at cost, shares of
173.4
and
168.0
(8,874.3)
(8,410.0)
Accumulated other comprehensive loss
(2,288.1)
(2,276.9)
Total stockholders' equity
10,262.4
10,449.6
Noncontrolling interests
253.0
250.4
Total equity
10,515.4
10,700.0
Total liabilities and equity
$
31,319.7
$
31,451.7
See accompanying notes to consolidated financial statements.
7
Consolidated Statements of Total
Equity
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions, Except per Share Data)
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Shares
Amount
Shares
Amount
Total equity,
beginning balance
$
10,700.0
$
10,788.0
Common stock,
1
billion shares authorized, $
0.10
par value
754.6
75.5
754.6
75.5
Additional paid-in capital:
Beginning balance
1,222.4
1,182.9
Stock compensation plans
7.3
9.3
Unearned compensation related to stock unit awards
(79.4)
(79.0)
Earned compensation
35.4
32.9
Ending balance
1,185.7
1,146.1
Retained earnings:
Beginning balance
19,838.6
18,532.6
Net earnings attributable to General Mills
673.5
820.0
Cash dividends declared ($
0.59
and $
0.54
per share)
(348.5)
(325.0)
Ending balance
20,163.6
19,027.6
Common stock in treasury:
Beginning balance
(168.0)
(8,410.0)
(155.7)
(7,278.1)
Shares purchased, including $
4.2
million of excise tax
(6.4)
(504.7)
(6.9)
(500.8)
Stock compensation plans
1.0
40.4
2.3
102.9
Ending balance
(173.4)
(8,874.3)
(160.3)
(7,676.0)
Accumulated other comprehensive loss:
Beginning balance
(2,276.9)
(1,970.5)
Comprehensive loss
(11.2)
(27.9)
Ending balance
(2,288.1)
(1,998.4)
Noncontrolling interests:
Beginning balance
250.4
245.6
Comprehensive income
6.9
2.0
Distributions to noncontrolling interest holders
(4.3)
(1.9)
Divestiture
-
5.1
Ending balance
253.0
250.8
Total equity,
ending balance
$
10,515.4
$
10,825.6
See accompanying notes to consolidated financial statements.
8
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests
$
680.3
$
823.3
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
137.2
134.3
After-tax earnings from joint ventures
(23.5)
(19.8)
Distributions of earnings from joint ventures
15.8
15.5
Stock-based compensation
35.3
33.5
Deferred income taxes
(14.5)
9.2
Pension and other postretirement benefit plan contributions
(7.4)
(5.3)
Pension and other postretirement benefit plan costs
(5.3)
(6.7)
Divestitures gain, net
-
(430.9)
Restructuring, impairment, and other exit costs
2.4
(15.7)
Changes in current assets and liabilities, excluding the effects of
acquisitions and divestitures
(457.4)
(209.7)
Other, net
15.2
61.1
Net cash provided by operating activities
378.1
388.8
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(141.7)
(90.9)
Acquisition, net of cash acquired
-
(252.1)
Proceeds from divestitures, net of cash divested
-
610.7
Other, net
6.2
(1.9)
Net cash (used) provided by investing activities
(135.5)
265.8
Cash Flows - Financing Activities
Change in notes payable
551.8
188.0
Proceeds from common stock issued on exercised options
4.5
65.5
Purchases of common stock for treasury
(500.5)
(500.8)
Dividends paid
(348.5)
(325.0)
Distributions to noncontrolling interest holders
(4.3)
(1.9)
Other, net
(37.2)
(34.9)
Net cash used by financing activities
(334.2)
(609.1)
Effect of exchange rate changes on cash and cash equivalents
(3.0)
(20.5)
(Decrease) Increase in cash and cash equivalents
(94.6)
25.0
Cash and cash equivalents - beginning of year
585.5
569.4
Cash and cash equivalents - end of period
$
490.9
$
594.4
Cash Flow from changes in current assets and liabilities, excluding the effects
of
acquisitions and divestitures:
Receivables
$
(104.4)
$
(91.1)
Inventories
(54.3)
(243.3)
Prepaid expenses and other current assets
140.9
79.5
Accounts payable
(443.8)
(130.4)
Other current liabilities
4.2
175.6
Changes in current assets and liabilities
$
(457.4)
$
(209.7)
See accompanying notes to consolidated financial statements.
9
GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
(1) Background
The accompanying
Consolidated Financial
Statements of
General Mills,
Inc. (we,
us, our,
General Mills,
or the Company)
have been
prepared in
accordance with
accounting principles
generally accepted
in the
United States
(GAAP) for
interim financial
information
and with
the rules
and regulations
for reporting
on Form
10-Q. Accordingly,
they do
not include
certain information
and disclosures
required
for
comprehensive
financial
statements.
In
the
opinion
of
management,
all
adjustments
considered
necessary
for
a
fair
presentation have
been included
and are
of a
normal recurring
nature, including
the elimination
of all
intercompany transactions
and
any
noncontrolling
interests’
share
of
those
transactions.
Operating
results
for
the
fiscal
quarter
ended
August
27,
2023,
are
not
necessarily indicative of the results that may be expected for the fiscal year ending
May 26, 2024.
These
statements
should
be
read
in
conjunction
with
the
Consolidated
Financial
Statements
and
footnotes
included
in
our
Annual
Report on Form
10-K for the fiscal
year ended May
28, 2023. The
accounting policies used
in preparing these
Consolidated Financial
Statements are the same as those described in Note 2 to the Consolidated Financial
Statements in that Form 10-K with the exception of
new requirements adopted in the first quarter of fiscal 2024.
In the first quarter
of fiscal 2024, we
adopted optional accounting guidance
to ease the burden
in accounting for reference
rate reform.
The new
standard provides
temporary expedients
and exceptions
to existing
accounting requirements
for contract
modifications
and
hedge accounting
related to transitioning
from discontinued
reference rates.
This resulted in
modifying contracts,
where necessary,
to
apply a new reference rate,
primarily SOFR. The adoption of
this accounting guidance did not
have a material impact on our
results of
operations or financial position.
In the
first quarter
of fiscal
2024, we adopted
new requirements
for enhanced
disclosures related
to supplier
financing programs.
The
new standard requires
disclosure of the
key terms of
the program and
a rollforward of
the related obligation
during the annual
period,
including
the
amount
of
obligations
confirmed
and
obligations
subsequently
paid.
We
have
historically
presented
the
key
terms
of
these programs
and the associated
obligation outstanding
(please see Note
6). The
rollforward requirement
is effective
in fiscal 2025.
The adoption did not have a material impact on our financial statements and related
disclosures.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) Acquisition and Divestiture
During
the first
quarter
of fiscal
2023,
we
acquired
TNT Crust,
a
manufacturer
of high-quality
frozen pizza
crusts
for
regional
and
national pizza
chains, foodservice
distributors, and
retail outlets,
for a
purchase price
of $
253.0
million. We
financed the
transaction
with U.S. commercial paper.
We consolidated
the TNT Crust business into
our Consolidated Balance Sheets
and recorded goodwill
of
$
156.7
million. The
goodwill is
included in
the North
America Foodservice
segment and
is not
deductible for
tax purposes.
The pro
forma effects of this acquisition were not material.
During the
first quarter
of fiscal
2023,
we completed
the sale
of our
Helper main
meals and
Suddenly
Salad side
dishes business
to
Eagle Family Foods Group for $
606.8
million and recorded a pre-tax gain of $
442.2
million.
(3) Restructuring, Impairment, and Other Exit Costs
During the
first quarter
of fiscal 2024,
we did not
undertake any
new restructuring
actions. We
recorded $
9.8
million of restructuring
charges
in
the first
quarter
of fiscal
2024
and
$
2.3
million
of
restructuring
charges
in the
first
quarter
of
fiscal
2023 for
previously
announced restructuring actions. We
expect these actions to be completed by the end of fiscal 2025.
We
paid net
$
7.4
million of
cash in
the first quarter
of fiscal 2024
related to
restructuring actions
previously announced.
We
paid net
$
18.0
million of cash in the same period of fiscal 2023.
10
Restructuring and impairment charges and project-related
costs are recorded in our Consolidated Statement of Earnings as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Cost of sales
$
8.6
$
0.7
Restructuring, impairment, and other exit costs
1.2
1.6
Total restructuring
charges
$
9.8
$
2.3
Project-related costs classified in cost of sales
$
0.8
$
-
The roll forward of our restructuring and other exit cost reserves, included
in other current liabilities, is as follows:
In Millions
Total
Reserve balance as of May 28, 2023
$
47.7
Fiscal 2024 charges, including foreign currency translation
1.2
Utilized in fiscal 2024
(6.4)
Reserve balance as of Aug. 27, 2023
$
42.5
The reserve balance primarily consists of expected severance payments
associated with restructuring actions.
The charges
recognized in
the roll forward
of our reserves
for restructuring
and other exit
costs do not
include items
charged
directly
to expense
(e.g., asset
impairment charges,
accelerated depreciation,
the gain
or loss
on the
sale of
restructured assets,
and the
write-
off
of
spare parts)
and other
periodic
exit costs
are
recognized
as incurred,
as those
items are
not reflected
in our
restructuring
and
other exit cost reserves on our Consolidated Balance Sheets.
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Aug. 27, 2023
May 28, 2023
Goodwill
$
14,522.0
$
14,511.2
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
6,715.0
6,712.4
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
386.9
386.3
Less accumulated amortization
(136.2)
(131.1)
Intangible assets subject to amortization, net
250.7
255.2
Other intangible assets
6,965.7
6,967.6
Total
$
21,487.7
$
21,478.8
Based on
the carrying
value of
finite-lived intangible
assets as
of August
27, 2023,
annual amortization
expense for
each of
the next
five fiscal years is estimated to be approximately $
20
million.
11
The changes in the carrying amount of goodwill during the first quarter of fiscal 2024
were as follows:
In Millions
North America
Retail
Pet
North America
Foodservice
International
Joint Ventures
Total
Balance as of May 28, 2023
$
6,542.4
$
6,062.8
$
805.6
$
708.4
$
392.0
$
14,511.2
Other activity, primarily
foreign currency translation
0.1
-
(0.1)
8.2
2.6
10.8
Balance as of Aug. 27, 2023
$
6,542.5
$
6,062.8
$
805.5
$
716.6
$
394.6
$
14,522.0
The changes in the carrying amount of other intangible assets during the first quarter
of fiscal 2024 were as follows:
In Millions
Total
Balance as of May 28, 2023
$
6,967.6
Amortization, net of foreign currency translation
(1.9)
Balance as of Aug. 27, 2023
$
6,965.7
Our
annual
goodwill
and
indefinite-lived
intangible
assets
impairment
test
was
performed
on
the
first
day
of
the
second
quarter
of
fiscal
2023,
and
we
determined
there
was
no
impairment
of
our
intangible
assets
as
their
related
fair
values
were
substantially
in
excess of the
carrying values,
except for
the
Uncle Toby’s
brand intangible
asset. In addition,
while having
significant coverage
as of
our fiscal 2023
assessment date, the
Progresso
and
EPIC
brand intangible assets had
risk of decreasing coverage.
We
will continue to
monitor these businesses for potential impairment.
(5) Inventories
The components of inventories were as follows:
In Millions
Aug. 27, 2023
May 28, 2023
Finished goods
$
2,093.0
$
2,066.9
Raw materials and packaging
553.5
572.2
Grain
130.1
133.8
Excess of FIFO over LIFO cost
(547.8)
(600.9)
Total
$
2,228.8
$
2,172.0
(6) Risk Management Activities
Many commodities we
use in the
production and distribution
of our products
are exposed to
market price risks.
We
utilize derivatives
to manage price risk for our principal
ingredients and energy costs, including
grains (oats, wheat, and corn), oils
(principally soybean),
dairy products, natural
gas, and diesel fuel.
Our primary objective
when entering into
these derivative contracts
is to achieve
certainty
with
regard
to
the
future
price
of
commodities
purchased
for
use
in
our
supply
chain.
We
manage
our
exposures
through
a
combination of purchase orders, long-term
contracts with suppliers, exchange-traded
futures and options, and over-the-counter
options
and swaps.
We
offset
our exposures
based on
current and
projected market
conditions and
generally seek
to acquire
the inputs
at as
close as possible to or below our planned cost.
We
use derivatives
to manage
our exposure
to changes
in commodity
prices. We
do not
perform the
assessments required
to achieve
hedge
accounting
for
commodity
derivative
positions.
Accordingly,
the
changes
in
the
values
of
these
derivatives
are
recorded
currently in cost of sales in our Consolidated Statements of Earnings.
Although we do
not meet the
criteria for
cash flow hedge
accounting, we believe
that these instruments
are effective
in achieving our
objective of providing certainty
in the future price of commodities purchased
for use in our supply chain.
Accordingly, for
purposes of
measuring
segment
operating
performance,
these
gains
and
losses
are
reported
in
unallocated
corporate
items
outside
of
segment
operating results
until such time
that the exposure
we are manag
ing affects
earnings. At
that time, we
reclassify the
gain or
loss from
unallocated
corporate
items
to
segment
operating
profit,
allowing
our
operating
segments
to
realize
the
economic
effects
of
the
derivative without experiencing any resulting mark-to-market volatility,
which remains in unallocated corporate items.
12
Unallocated corporate items for the quarters ended August 27, 2023, and
August 28, 2022, included:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Net gain (loss) on mark-to-market valuation of certain
commodity positions
$
28.4
$
(72.3)
Net loss (gain) on commodity positions reclassified from
unallocated corporate items to segment operating profit
3.2
(43.0)
Net mark-to-market revaluation of certain grain inventories
13.3
(59.4)
Net mark-to-market valuation of certain commodity
positions recognized in unallocated corporate items
$
44.9
$
(174.7)
As of August 27, 2023,
the net notional value of commodity
derivatives was $
278.2
million, of which $
113.2
million related to energy
inputs and
$
165.0
million related
to agricultural
inputs. These
contracts relate
to inputs
that generally
will be
utilized within
the next
12
months.
We
also have
net investments
in foreign
subsidiaries that
are denominated
in euros.
As of
August 27,
2023, we
hedged a
portion
of
these investments with €
2,954.1
million of euro-denominated bonds.
The
fair
values
of
the
derivative
positions
used
in
our
risk
management
activities
and
other
assets
recorded
at
fair
value
were
not
material as of
August 27, 2023,
and were Level
1 or Level
2 assets and
liabilities in the
fair value
hierarchy.
We
did not significantly
change our valuation techniques from prior periods.
We
offer
certain
suppliers
access
to
third-party
services
that
allow
them
to
view
our
scheduled
payments
online.
The
third-party
services also
allow suppliers
to finance
advances on
our scheduled
payments at
the sole
discretion of
the supplier
and the third
party.
We
have no
economic interest
in these
financing arrangements
and no
direct relationship
with the
suppliers, the
third parties,
or any
financial institutions
concerning these
services, including
not providing
any form
of guarantee
and not
pledging assets
as security
to
the third
parties or
financial institutions.
All of
our accounts
payable remain
as obligations
to our
suppliers as
stated in
our supplier
agreements. As
of August
27, 2023,
$
1,362.8
million of
our total
accounts payable
were payable
to suppliers
who utilize
these third-
party services.
As of
May 28,
2023, $
1,430.1
million of
our total
accounts payable
were payable
to suppliers
who utilize
these third-
party services.
(7) Debt
The components of notes payable were as follows:
In Millions
Aug. 27, 2023
May 28, 2023
U.S. commercial paper
$
529.2
$
-
Financial institutions
55.1
31.7
Total
$
584.3
$
31.7
To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
and Europe.
The following table details the fee-paid committed and uncommitted credit
lines we had available as of August 27, 2023:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.6
-
Total committed
and uncommitted credit facilities
$
3.3
$
-
The
credit
facilities
contain
covenants,
including
a
requirement
to
maintain
a
fixed
charge
coverage
ratio
of
at
least
2.5
times.
We
were in compliance with all credit facility covenants as of August 27, 2023.
Long-Term
Debt
The fair values
and carrying
amounts of long-term
debt, including
the current portion,
were $
10,811.1
million and $
11,698.1
million,
respectively,
as
of
August
27,
2023.
The
fair
value
of
long-term
debt
was
estimated
using
market
quotations
and
discounted
cash
13
flows based
on our
current incremental
borrowing rates
for similar
types of
instruments. Long
-term debt
is a
Level 2
liability in
the
fair value hierarchy.
In the first
quarter of fiscal
2024, we issued
€
500.0
million of floating-rate
notes due
November 8, 2024
. We
used the net proceeds
to
repay €
500.0
million of floating-rate notes due
July 27, 2023
.
In the fourth quarter
of fiscal 2023, we
issued €
250.0
million of floating-rate notes
due
November 10, 2023
. We
used the net proceeds
to repay €
250.0
million of floating-rate notes due
May 16, 2023
.
In the
fourth quarter
of fiscal
2023, we
issued €
750.0
million of
3.907
percent fixed-rate
notes due
April 13, 2029
. We
used the
net
proceeds to repay €
500.0
million of
1.0
percent fixed-rate notes due
April 27, 2023
, and €
250.0
million of floating-rate notes due
May
16, 2023
.
In the fourth
quarter of fiscal
2023, we
issued $
1,000.0
million of
4.95
percent fixed-rate
notes due
March 29, 2033
. We
used the net
proceeds to repay our outstanding commercial paper and for general
corporate purposes.
In the second
quarter of fiscal
2023, we issued
$
500.0
million of
5.241
percent fixed-rate notes
due
November 18, 2025
. We
used the
net proceeds to repay a portion of our outstanding commercial paper and for general
corporate purposes.
In the
second quarter
of fiscal
2023, we
issued €
250.0
million of
floating-rate notes
due
May 16, 2023
. We
used the
net proceeds
to
repay €
250.0
million of
0.0
percent fixed-rate notes due
November 11, 2022
.
In the
second quarter
of fiscal
2023,
we repaid
$
500.0
million of
2.6
percent fixed-rate
notes due
October 12, 2022
, using
proceeds
from the issuance of commercial paper.
Certain
of
our
long-term
debt
agreements
contain
restrictive
covenants.
As of August 27, 2023, we were in compliance with all of
these covenants.
(8) Noncontrolling Interests
The
third-party
holder
of
the
General
Mills
Cereals,
LLC
(GMC)
Class A
Interests
receives
quarterly
preferred
distributions
from
available net
income based
on the application
of a
floating preferred
return rate
to the
holder’s capital
account balance
established in
the most recent
mark-to-market valuation
(currently $
251.5
million). The
floating preferred return
rate on GMC’s
Class A Interests is
the
sum
of
the
three-month Term SOFR
plus
186
basis
points.
The
preferred
return
rate
is
adjusted
every
three years
through
a
negotiated agreement with the Class A Interest holder or through
a remarketing auction.
Our noncontrolling interests contain restrictive covenants. As of August 27, 2023, we were in compliance with all of these covenants.
14
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
attributable to noncontrolling interests
$
673.5
$
6.8
$
820.0
$
3.3
Other comprehensive (loss) income:
Foreign currency translation
$
(22.0)
$
3.8
(18.2)
0.1
$
(48.0)
$
53.1
5.1
(1.3)
Other fair value changes:
Hedge derivatives
(2.7)
0.4
(2.3)
-
(49.8)
11.5
(38.3)
-
Reclassification to earnings:
Foreign currency translation
-
-
-
-
(7.4)
-
(7.4)
-
Hedge derivatives (a)
(1.3)
1.5
0.2
-
(1.9)
0.5
(1.4)
-
Amortization of losses and
prior service costs (b)
11.5
(2.4)
9.1
-
18.2
(4.1)
14.1
-
Other comprehensive (loss) income
$
(14.5)
$
3.3
(11.2)
0.1
$
(88.9)
$
61.0
(27.9)
(1.3)
Total comprehensive income
$
662.3
$
6.9
$
$
792.1
$
2.0
(a)
(Gain) loss reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A expenses for foreign exchange contracts.
(b)
Loss reclassified from AOCI into earnings is reported in benefit plan non-service income.
Accumulated other comprehensive loss balances, net of tax effects,
were as follows:
In Millions
Aug. 27, 2023
May 28, 2023
Foreign currency translation adjustments
$
(726.8)
$
(708.6)
Unrealized gain from hedge derivatives
3.8
5.9
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,655.7)
(1,670.6)
Prior service credits
90.6
96.4
Accumulated other comprehensive loss
$
(2,288.1)
$
(2,276.9)
(10) Stock Plans
We
have various
stock-based compensation
programs under
which awards,
including stock
options, restricted
stock, restricted
stock
units, and performance
awards, may be granted
to employees and non-employee
directors. These programs
and related accounting
are
described in Note
12 to the
Consolidated Financial
Statements included
in our Annual
Report on Form
10-K for the
fiscal year ended
May 28, 2023.
Compensation expense related to stock-based payments recognized
in the Consolidated Statements of Earnings was as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Compensation expense related to stock-based payments
$
35.3
$
33.5
Windfall tax benefits from stock-based payments
in income tax expense in our Consolidated Statements of Earnings
were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Windfall tax benefits from stock-based payments
$
8.4
$
12.8
As
of
August
27,
2023,
unrecognized
compensation
expense
related
to
non-vested
stock
options,
restricted
stock
units,
and
performance share units was $
172.2
million. This expense will be recognized over
25
months, on average.
15
Net cash proceeds from the exercise of stock options
less shares used for withholding taxes and the intrinsic
value of options exercised
were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Net cash proceeds
$
4.5
$
65.5
Intrinsic value of options exercised
$
2.1
$
32.0
We estimate the fair value of each stock option on the grant date using a Black-Scholes option-pricing model. Black-Scholes option-
pricing models require us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and
dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option,
excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. We
also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially
those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting
the other valuation assumptions is explained in Note 12 to the Consolidated Financial Statements included in our Annual Report on
Form 10-K for the fiscal year ended May 28, 2023.
The
estimated
fair
values
of
stock
options
granted
and
the
assumptions
used
for
the
Black-Scholes
option-pricing
model
were
as
follows:
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Estimated fair values of stock options granted
$
17.47
$
14.16
Assumptions:
Risk-free interest rate
4.0
%
3.3
%
Expected term
8.5
years
8.5
years
Expected volatility
21.4
%
20.9
%
Dividend yield
2.8
%
3.1
%
The total grant date fair value of restricted stock unit awards that vested during
the period was as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Total grant date fair
value
$
104.8
$
82.0
16
(11) Earnings Per Share
Basic and diluted earnings per share (EPS) were calculated using the following:
Quarter Ended
In Millions, Except per Share Data
Aug. 27, 2023
Aug. 28, 2022
Net earnings attributable to General Mills
$
673.5
$
820.0
Average
number of common shares - basic EPS
586.3
600.2
Incremental share effect from: (a)
Stock options
2.8
3.3
Restricted stock units and performance share units
2.3
2.5
Average
number of common shares - diluted EPS
591.4
606.0
Earnings per share – basic
$
1.15
$
1.37
Earnings per share – diluted
$
1.14
$
1.35
(a)
Incremental
shares
from
stock
options,
restricted
stock
units,
and
performance
share
units
are
computed
by
the
treasury
stock
method.
Stock
options,
restricted
stock
units,
and
performance
share units
excluded
from
our
computation
of
diluted
EPS
because
they
were not dilutive were as follows
:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Anti-dilutive stock options, restricted stock units, and
performance share units
1.6
0.8
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Shares of common stock
6.4
6.9
Aggregate purchase price
$
504.7
$
500.8
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Net cash interest payments
$
83.9
$
55.2
Net income tax payments
$
13.7
$
9.0
17
(14) Retirement and Postemployment Benefits
Components of net periodic benefit expense (income) are as follows:
Defined Benefit
Pension Plans
Other Postretirement
Benefit Plans
Postemployment
Benefit Plans
Quarter Ended
Quarter Ended
Quarter Ended
In Millions
Aug. 27,
2023
Aug. 28,
2022
Aug. 27,
2023
Aug. 28,
2022
Aug. 27,
2023
Aug. 28,
2022
Service cost
$
14.2
$
17.6
$
1.2
$
1.4
$
1.8
$
2.1
Interest cost
74.2
64.6
5.3
4.5
1.0
0.8
Expected return on plan assets
(102.9)
(105.0)
(8.7)
(7.8)
-
-
Amortization of losses (gains)
21.5
28.3
(5.1)
(4.9)
-
0.1
Amortization of prior service costs (credits)
0.4
0.4
(5.4)
(5.8)
0.1
0.1
Other adjustments
-
-
-
-
2.6
3.0
Net expense (income)
$
7.4
$
5.9
$
(12.7)
$
(12.6)
$
5.5
$
6.1
(15) Income Taxes
During
the
first
quarter
of
fiscal
2023,
the
Inflation
Reduction
Act
(IRA)
was
signed
into
law.
The
IRA
introduces
a
Corporate
Alternative Minimum Tax
beginning in our fiscal 2024
and an excise tax on
the repurchase of corporate
stock starting after January
1,
- We
do not expect the IRA to have a material impact on our financial
results, including our annual estimated effective tax
rate, or
on our liquidity.
(16) Contingencies
During
fiscal
2020,
we
received
notice
from
the
tax
authorities of
the
State of
São
Paulo,
Brazil
regarding
our
compliance
with
its
state sales tax requirements.
As a result, we
have been assessed additional
state sales taxes, interest,
and penalties. We
believe that we
have meritorious defenses against this claim and will vigorously defend
our position. As of August 27, 2023, we are unable to estimate
any possible loss and have not recorded a loss contingency for this matter.
(17) Business Segment and Geographic Information
We
operate
in
the
packaged
foods
industry.
Our
operating
segments
are
as
follows:
North
America
Retail,
International,
Pet,
and
North America Foodservice.
Our North America Retail
operating segment reflects business
with a wide variety of
grocery stores, mass merchandisers, membership
stores,
natural
food
chains,
drug,
dollar
and
discount
chains,
convenience
stores,
and
e-commerce
grocery
providers.
Our
product
categories
in
this
business
segment
include
ready-to-eat
cereals,
refrigerated
yogurt,
soup,
meal
kits,
refrigerated
and
frozen
dough
products,
dessert
and
baking
mixes,
frozen
pizza
and
pizza
snacks,
snack
bars,
fruit
snacks,
savory
snacks,
and
a
wide
variety
of
organic products including ready-to-eat cereal, frozen
and shelf-stable vegetables, meal kits, fruit snacks, and snack bars.
Our
International
operating
segment
consists
of
retail
and
foodservice
businesses
outside
of
the
United
States
and
Canada.
Our
product categories include super-premium
ice cream and frozen desserts, meal kits, salty snacks,
snack bars, dessert and baking mixes,
and
shelf
stable
vegetables.
We
also
sell
super-premium
ice
cream
and
frozen
desserts
directly
to
consumers
through
owned
retail
shops. Our
International segment
also includes
products manufactured
in the United
States for
export, mainly
to Caribbean
and Latin
American markets, as well as
products we manufacture
for sale to our international
joint ventures. Revenues from
export activities are
reported in the region or country where the end customer is located.
Our Pet operating segment includes
pet food products sold primarily in the
United States and Canada in national
pet superstore chains,
e-commerce retailers,
grocery stores,
regional pet
store chains,
mass merchandisers,
and veterinary
clinics and
hospitals. Our
product
categories include dog and cat food (dry
foods, wet foods, and treats) made with
whole meats, fruits, vegetables and other
high-quality
natural
ingredients.
Our
tailored
pet
product
offerings
address
specific
dietary,
lifestyle,
and
life-stage
needs
and
span
different
product types, diet types, breed sizes for dogs, lifestages, flavors, product
functions,
and textures and cuts for wet foods.
Our
North
America
Foodservice
segment
consists
of
foodservice
businesses
in
the
United
States
and
Canada.
Our
major
product
categories
in
our
North
America
Foodservice
operating
segment
are
ready-to-eat
cereals,
snacks,
refrigerated
yogurt,
frozen
meals,
unbaked and
fully baked
frozen dough products,
baking mixes,
and bakery
flour.
Many products we
sell are branded
to the consumer
18
and nearly
all are
branded to
our customers.
We
sell to
distributors and
operators in
many customer
channels including
foodservice,
vending, and supermarket bakeries.
Operating profit
for these
segments excludes
unallocated corporate
items, gain
or loss
on divestitures,
and restructuring,
impairment,
and
other
exit
costs.
Unallocated
corporate
items
include
corporate
overhead
expenses,
variances
to
planned
North
American
employee
benefits
and
incentives,
certain
charitable
contributions,
restructuring
initiative
project-related
costs,
gains
and
losses
on
corporate investments,
and other
items that
are not
part of
our measurement
of segment
operating performance.
These include
gains
and
losses
arising
from
the
revaluation
of
certain
grain
inventories
and
gains
and
losses
from
mark-to-market
valuation
of
certain
commodity positions
until passed back
to our operating
segments. These items
affecting operating
profit are centrally
managed at
the
corporate
level
and
are
excluded
from
the
measure
of
segment
profitability
reviewed
by
executive
management.
Under
our
supply
chain organization, our manufacturing,
warehouse, and distribution activities are substantially integrated
across our operations in order
to maximize
efficiency
and productivity.
As a
result, fixed
assets and
depreciation and
amortization expenses
are neither
maintained
nor available by operating segment.
Our operating segment results were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Net sales:
North America Retail
$
3,073.0
$
2,988.8
International
715.8
652.5
Pet
579.9
579.9
North America Foodservice
536.0
496.4
Total
$
4,904.7
$
4,717.6
Operating profit:
North America Retail
$
798.2
$
777.8
International
50.0
34.8
Pet
111.2
123.1
North America Foodservice
59.1
53.6
Total segment operating
profit
$
1,018.5
$
989.3
Unallocated corporate items
87.3
333.0
Divestitures gain, net
-
(430.9)
Restructuring, impairment, and other exit costs
1.2
1.6
Operating profit
$
930.0
$
1,085.6
Net sales for our North America Retail operating units were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
U.S. Snacks
$
954.5
$
887.2
U.S. Meals & Baking Solutions
941.9
949.2
U.S. Morning Foods
927.8
904.0
Canada
248.8
248.4
Total
$
3,073.0
$
2,988.8
19
Net sales by class of similar products were as follows:
Quarter Ended
In Millions
Aug. 27, 2023
Aug. 28, 2022
Snacks
$
1,136.7
$
1,068.4
Cereal
817.9
814.7
Convenient meals
665.5
679.2
Pet
579.9
580.8
Dough
534.9
464.8
Baking mixes and ingredients
466.5
473.5
Yogurt
368.4
346.0
Super-premium ice cream
224.0
183.5
Other
110.9
106.7
Total
$
4,904.7
$
4,717.6
20
Item 2.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
INTRODUCTION
This
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
(MD&A)
should
be
read
in
conjunction
with
the
MD&A
included
in
our
Annual
Report
on
Form
10-K
for
the
fiscal
year
ended
May
28,
2023
for
important
background
regarding,
among other
things, our
key business
drivers.
Significant
trademarks and
service marks
used in
our business
are set forth in
italics
herein. Certain terms used throughout this report are defined in the
“Glossary” section below.
We
expect the largest
factors impacting our performance
in fiscal 2024
will be the economic
health of consumers, the
moderating rate
of input
cost inflation
,
and
the increasing
stability of
the supply
chain environment
.
We
expect
to drive
organic
net sales
growth
in
fiscal 2024
through strong
marketing, innovation,
in-store support,
and net
price realization
generated through
our Strategic
Revenue
Management (SRM)
capability,
most of
which will
be carried
over from
SRM actions
taken in
fiscal 2023.
We
anticipate input
cost
inflation of
approximately 5
percent in
fiscal 2024
and expect
to generate
higher levels
of Holistic
Margin Management
(HMM) cost
savings compared to fiscal 2023.
CONSOLIDATED
RESULTS
OF OPERATIONS
First Quarter Results
In the first
quarter of fiscal
2024, net sales
and organic net
sales increased 4
percent compared to
the same period
last year.
Operating
profit decreased
14 percent
to $930
million, primarily
driven by
a net
gain on
divestitures
in fiscal
2023, higher
input costs,
and
an
increase in selling,
general and administrative
(SG&A) expenses, including
increased media and
advertising expenses, partially
offset
by favorable net price
realization and mix
and a favorable change
to the mark-to-market valuation
of certain commodity positions
and
grain
inventories.
Operating
profit
margin
of
19.0
percent
decreased
400
basis
points.
Adjusted
operating
profit
of
$899
million
increased 2 percent on
a constant-currency basis, primarily
driven by favorable net price
realization and mix, partially offset
by higher
input costs, an
increase in SG&A
expenses, including
increased media and
advertising expenses, and
a decrease in
contributions from
volume
growth.
Adjusted
operating
profit
margin
decreased
40
basis
points
to
18.3
percent.
Diluted
earnings
per
share
of
$1.14
decreased 16 percent in the first
quarter of fiscal 2024. Adjusted diluted
earnings per share of $1.09 decreased 1
percent on a constant-
currency basis compared
to the first quarter
of fiscal 2023.
See the “Non-GAAP
Measures” section below
for a description
of our use
of measures not defined by GAAP.
A summary of our consolidated financial results for the first quarter of
fiscal 2024 follows:
Quarter Ended Aug. 27, 2023
In millions,
except per share
Quarter Ended
Aug. 27, 2023 vs.
Aug. 28, 2022
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
4,904.7
4
%
Operating profit
930.0
(14)
%
19.0
%
Net earnings attributable to General Mills
673.5
(18)
%
Diluted earnings per share
$
1.14
(16)
%
Organic net sales growth rate (a)
4
%
Adjusted operating profit (a)
899.0
2
%
18.3
%
2
%
Adjusted diluted earnings per share (a)
$
1.09
(2)
%
(1)
%
(a)
See the "Non-GAAP Measures" section below for our use of measures not defined by
GAAP.
Consolidated
net sales
were as follows:
Quarter Ended
Aug. 27, 2023
Aug. 27, 2023 vs.
Aug. 28, 2022
Aug. 28, 2022
Net sales (in millions)
$
4,904.7
4%
$
4,717.6
Contributions from volume growth (a)
(2)
pts
Net price realization and mix
6
pts
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
21
Net sales
in the
first quarter
of fiscal
2024
increased 4
percent compared
to the
same period
in fiscal
2023,
driven by
favorable
net
price realization and mix, partially offset by a decrease in
contributions from volume growth.
Components of organic net sales growth are shown in the following
table:
Quarter Ended Aug. 27, 2023 vs.
Quarter Ended Aug. 28, 2022
Contributions from organic volume growth (a)
(2)
pts
Organic net price realization and mix
7
pts
Organic net sales growth
4
pts
Foreign currency exchange
Flat
Acquisitions and divestitures
Flat
Net sales growth
4
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
Organic net sales increased 4 percent
in the first quarter of fiscal 2024 compared
to the same period in fiscal 2023, driven by favorable
organic net price realization and mix, partially offset
by a decrease in contributions from organic volume growth
.
Cost of
sales
decreased $136 million
to $3,134
million in
the first
quarter of
fiscal 2024
compared to
the same
period in
fiscal 2023.
The decrease included
a $54 million decrease attributable
to lower volume and
a $150 million increase attributable
to product rate and
mix. We
recorded a
$45 million
net decrease
in cost
of sales
related to
the mark-to-market
valuation of
certain commodity
positions
and grain inventories in the first quarter of fiscal 2024
compared to a $175 million net increase in the first quarter
of fiscal 2023.
In the
first quarter
of fiscal
2023,
we recorded
a $21
million
charge
related
to a
voluntary recall
on certain
international
Häagen-Dazs
ice
cream products.
We
also recorded $9
million of restructuring
charges and $1
million of restructuring
initiative project-related
costs in
cost of sales in the first
quarter of fiscal 2024 compared
to $1 million of restructuring
charges in the first
quarter of fiscal 2023 (please
refer to Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report).
SG&A expenses
increased $48 million
to $839 million in
the first quarter
of fiscal 2024,
compared to the
same period in
fiscal 2023,
primarily driven
by increased
media and
advertising expenses.
SG&A expenses
as a
percent of
net sales
in the
first quarter
of fiscal
2024 increased 30 basis points compared to the first quarter of fiscal 2023.
Divestitures
gain,
net
totaled $431
million in
the first
quarter of
fiscal 2023,
primarily related
to the
sale of
our Helper
main meals
and
Suddenly
Salad
side
dishes
business
(please
refer
to
Note
2
to
the
Consolidated
Financial
Statements
in
Part
I,
Item
1
of
this
report).
Restructuring, impairment,
and other exit
costs
totaled $1 million
in the first
quarter of fiscal
2024,
compared to $2
million in the
same period last year (please refer to Note 3 to the Consolidated Financial
Statements in Part I, Item 1 of this report).
Benefit plan
non-service income
totaled $17 million
in the
first quarter
of fiscal
2024, compared
to $22 million
in the
same period
last year, primarily reflecting an increase
in interest costs, partially offset by lower amortization of losses.
Interest,
net
for
the
first
quarter
of
fiscal
2024
totaled
$117 million,
up
$29 million
from
the
first
quarter
of fiscal
2023,
primarily
driven by higher interest rates and higher average long-term debt levels.
The
effective tax rate
for the first quarter of fiscal
2024 was 20.9 percent compared
to 21.2 percent for the first
quarter of fiscal 2023.
The
0.3
percentage
point
decrease
was
primarily
due
to
certain
unfavorable
tax
components
related
to
the
divestitures
in
the
first
quarter of
fiscal 2023,
partially offset
by certain
nonrecurring discrete
tax benefits
in the
first quarter
of fiscal
2023 and
unfavorable
earnings mix
by jurisdiction
in the
first quarter
of fiscal
- Our
effective
tax rate
excluding certain
items affecting
comparability
was
21.1
percent
in
the
first
quarter
of
fiscal
2024,
compared
to
19.7
percent
in
the
same
period
last
year
(see
the
“Non-GAAP
Measures”
section
below
for
a
description
of
our
use
of
measures
not
defined
by
GAAP).
The
1.4
percentage
point
increase
was
primarily
due
to
certain
nonrecurring
discrete
tax
benefits
in
the
first
quarter
of
fiscal
2023
and
unfavorable
earnings
mix
by
jurisdiction in the first quarter of fiscal 2024.
22
After-tax
earnings from
joint ventures
for the
first quarter
of fiscal
2024
increased to
$24 million compared
to $20 million
in the
same period in fiscal 2023,
primarily driven by higher net
sales as a result of favorable
net price realization and mix
at Cereal Partners
Worldwide
(CPW) and
favorable
discrete tax
items at
CPW,
partially
offset
by higher
input
costs at
CPW and
Häagen-Dazs
Japan,
Inc. (HDJ). On
a constant-currency basis,
after-tax earnings from
joint ventures increased 26
percent (see the
“Non-GAAP Measures”
section below for a description of our use of measures not defined by GAAP).
The components of our joint ventures’ net sales growth are shown in the following
table:
Quarter Ended Aug. 27, 2023 vs.
Quarter Ended Aug. 28, 2022
CPW
HDJ
Total
Contributions from volume growth (a)
(11)
pts
(5)
pts
Net price realization and mix
19
pts
9
pts
Net sales growth in constant currency
8
pts
4
pts
7
pts
Foreign currency exchange
1
pt
(5)
pts
Flat
Net sales growth
9
pts
(1)
pt
7
pts
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
Average
diluted
shares
outstanding
decreased
by
15
million
in
the
first
quarter
of
fiscal
2024
from
the
same
period
a
year
ago
primarily due to share repurchases, partially offset by option
exercises.
SEGMENT OPERATING
RESULTS
Our businesses are
organized into
four operating segments:
North America Retail,
International,
Pet, and North
America Foodservice.
Please
refer
to
Note
17
of
the
Consolidated
Financial
Statements
in
Part
I,
Item
1
of
this
report
for
a
description
of
our
operating
segments.
North America Retail Segment Results
North America Retail net sales were as follows:
Quarter Ended
Aug. 27,
2023
Aug. 27, 2023 vs
Aug. 28, 2022
Aug. 28,
2022
Net sales (in millions)
$
3,073.0
3
%
$
2,988.8
Contributions from volume growth (a)
(5)
pts
Net price realization and mix
8
pts
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
North
America
Retail
net
sales
increased
3
percent
in
the
first
quarter
of
fiscal
2024,
compared
to
the
same
period
in
fiscal
2023,
driven by favorable net price realization and mix, partially offset
by a decrease in contributions from volume growth.
23
The components of North America Retail organic net
sales growth are shown in the following table:
Quarter Ended
Aug. 27, 2023
Contributions from organic volume growth (a)
(4)
pts
Organic net price realization and mix
8
pts
Organic net sales growth
4
pts
Foreign currency exchange
Flat
Divestiture (b)
(1)
pt
Net sales growth
3
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Divestiture of our Helper main meals and Suddenly Salad side dishes businesses in
fiscal 2023. Please see Note 2 to the
Consolidated Financial Statements in Part I, Item 1 of this report.
North
America Retail
organic
net sales
increased 4
percent in
the first
quarter of
fiscal 2024,
compared to
the same
period in
fiscal
2023,
driven by
favorable organic
net price
realization and
mix,
partially offset
by a
decrease in
contributions from
organic
volume
growth.
North America Retail net sales percentage change by operating unit are shown
in the following table:
Quarter Ended
Aug. 27, 2023
U.S. Snacks
8
%
U.S. Morning Foods
3
%
Canada (a)
Flat
U.S. Meals & Baking Solutions
(1)
%
Total
3
%
(a)
On a constant-currency basis,
Canada net sales increased 4
percent in the first quarter of
fiscal 2024,
compared to the same period
in fiscal 2023. See the "Non-GAAP Measures" section below for our use of this measure not
defined by GAAP.
Segment operating
profit increased 3
percent to
$798 million in the
first quarter of
fiscal 2024,
compared to $778 million
in the same
period in
fiscal 2023,
primarily driven
by favorable
net price
realization and
mix, partially
offset by
higher input
costs, a
decrease in
contributions from volume
growth, and an
increase in SG&A expenses
,
including increased media
and advertising expenses. Segment
operating
profit
increased
3
percent
on
a
constant-currency
basis
in
the
first
quarter
of
fiscal
2024
compared
to
the
same
period
in
fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure
not defined by GAAP).
International Segment Results
International net sales were as follows:
Quarter Ended
Aug. 27,
2023
Aug. 27, 2023 vs
Aug. 28, 2022
Aug. 28,
2022
Net sales (in millions)
$
715.8
10
%
$
652.5
Contributions from volume growth (a)
(5)
pts
Net price realization and mix
13
pts
Foreign currency exchange
1
pt
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
International net sales increased 10 percent in the first quarter of fiscal 2024,
compared to the same period in fiscal 2023 which
included the impact of the voluntary recall on certain international
Häagen-Dazs
ice cream products, driven by favorable net price
realization and mix and favorable foreign currency exchange, partially
offset by a decrease in contributions from volume growth.
24
The components of International organic net sales growth
are shown in the following table:
Quarter Ended
Aug. 27, 2023
Contributions from organic volume growth (a)
(5)
pts
Organic net price realization and mix
13
pts
Organic net sales growth
9
pts
Foreign currency exchange
1
pt
Net sales growth
10
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International organic net
sales increased 9 percent
in the first quarter of
fiscal 2024,
compared to the same period
in fiscal 2023 which
included the
impact of
the voluntary
recall on
certain international
Häagen-Dazs
ice cream
products,
driven by
favorable organic
net
price realization and mix, partially offset by a decrease in
contributions from organic volume growth.
Segment operating
profit increased
44 percent
to $50 million
in the
first quarter
of fiscal
2024,
compared to
$35 million in
the same
period
in
fiscal
2023,
primarily
driven
by
favorable
net
price
realization
and
mix
and
the
voluntary
recall
on
certain
international
Häagen-Dazs
ice cream
products in
fiscal 2023,
partially offset
by higher
input costs.
Segment operating
profit increased
52 percent
on
a
constant-currency
basis
in
the
first
quarter
of
fiscal
2024
compared
to
the
same
period
in
fiscal
2023
(see
the
“Non-GAAP
Measures” section below for our use of this measure not defined by GAAP).
Pet Segment Results
Pet net sales were as follows:
Quarter Ended
Aug. 27,
2023
Aug. 27, 2023 vs
Aug. 28, 2022
Aug. 28,
2022
Net sales (in millions)
$
579.9
Flat
$
579.9
Contributions from volume growth (a)
(5)
pts
Net price realization and mix
5
pts
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
Pet net
sales in
the first
quarter of
fiscal 2024
matched the same
period in
fiscal 2023,
as favorable
net price realization
and mix
was
offset by a decrease in contributions from volume growth.
The components of Pet organic net sales growth are shown in the following
table:
Quarter Ended
Aug. 27, 2023
Contributions from organic volume growth (a)
(5)
pts
Organic net price realization and mix
5
pts
Organic net sales growth
Flat
Foreign currency exchange
Flat
Net sales growth
Flat
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Pet
organic
net
sales
in
the
first
quarter
of
fiscal
2024
matched
the
same
period
in
fiscal
2023,
as
favorable
organic
net
price
realization and mix was offset by a decrease in contributions from
organic volume growth.
Segment operating profit decreased 10 percent
to $111 million in the
first quarter of fiscal 2024,
compared to $123 million in the same
period
in
fiscal
2023,
primarily
driven
by
higher
input
costs,
a
decrease
in
contributions
from
volume
growth,
and
an
increase
in
SG&A
expenses,
partially
offset
by
favorable
net
price
realization
and
mix.
Segment
operating
profit
decreased
10
percent
on
a
25
constant-currency basis in
the first quarter
of fiscal 2024
compared to the
same period in
fiscal 2023 (see
the “Non-GAAP Measures”
section below for our use of this measure not defined by GAAP).
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Aug. 27,
2023
Aug. 27, 2023 vs
Aug. 28, 2022
Aug. 28,
2022
Net sales (in millions)
$
536.0
8
%
$
496.4
Contributions from volume growth (a)
7
pts
Net price realization and mix
1
pt
Foreign currency exchange
Flat
Note: Table may
not foot due to rounding.
(a)
Measured in tons based on the stated weight of our product shipments.
North America Foodservice net sales increased 8 percent in the first
quarter of fiscal 2024, compared to the same period in fiscal 2023,
driven by an increase in contributions from volume growth and favorable
net price realization and mix.
The components of North America Foodservice organic
net sales growth are shown in the following table:
Quarter Ended
Aug. 27, 2023
Contributions from organic volume growth (a)
4
pts
Organic net price realization and mix
Flat
Organic net sales growth
4
pts
Foreign currency exchange
Flat
Acquisition (b)
4
pts
Net sales growth
8
pts
Note: Table may
not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
(b) Acquisition of TNT Crust in fiscal 2023. Please see Note 2 to the Consolidated Financial Statements
in Part I, Item 1 of this report.
North
America Foodservice
organic
net sales
increased 4
percent in
the first
quarter of
fiscal 2024,
compared to
the same
period in
fiscal 2023, driven by an increase in contributions from organic
volume growth.
Segment operating
profit increased
10 percent
to $59
million in
the first
quarter of
fiscal 2024,
compared to
$54 million in
the same
period
in
fiscal
2023,
primarily
driven
by
favorable
net
price
realization
and
mix,
partially
offset
by
higher
input
costs.
Segment
operating
profit increased
10 percent
on a
constant-currency
basis in
the first
quarter of
fiscal 2024
compared to
the same
period in
fiscal 2023 (see the “Non-GAAP Measures” section below for our use of this measure
not defined by GAAP).
UNALLOCATED
CORPORATE
ITEMS
Unallocated corporate
expenses totaled $87
million in the
first quarter of
fiscal 2024, compared
to $333 million
in the same
period in
fiscal
2023.
In
the
first
quarter
of
fiscal
2024,
we
recorded
a
$45 million
net
decrease
in
expense
related
to
the
mark-to-market
valuation of certain commodity positions
and grain inventories, compared to
a $175 million net increase in expense
in the same period
last year.
We
recorded $3 million
of net losses
related to valuation
adjustments on certain
corporate investments
in the first quarter
of
fiscal
2024,
compared
to
$26 million
of
net
losses
related
to
valuation
adjustments
and
the
loss
on
sale
of
certain
corporate
investments
in
the
first
quarter
of
fiscal
2023.
In
the
first
quarter
of
fiscal
2023,
we
recorded
a
$22
million
charge
related
to
a
voluntary
recall
on
certain
international
Häagen-Dazs
ice
cream
products.
We
recorded
$9
million
of
restructuring
charges
and
$1
million
of
restructuring
initiative
project-related
costs
in
cost
of
sales
in
the
first quarter
of
fiscal
2024,
compared
to
$1
million
of
restructuring
charges
in cost
of sales
in the
same period
last year.
In addition,
we recorded
$2 million
of integration
costs primarily
related to our acquisition of TNT Crust in the first quarter of fiscal 2023.
26
LIQUIDITY
AND CAPITAL
RESOURCES
During the first quarter of
fiscal 2024, cash provided by operations
was $378 million compared to $389
million in the same period last
year.
The $11 million
decrease was mainly
driven by
a $248 million
change in
current assets and
liabilities and
a $46
million change
in
other
non-cash
items
in
net
earnings,
including
changes
in
the
valuation
of
certain
corporate
investments.
These
were
partially
offset
by a
$288 million
increase
in
net
earnings,
excluding
the
$431 million
net
divestitures
gain
in fiscal
2023.
The $248
million
change in current assets and liabilities is primarily driven by a $313 million
change in the timing of accounts payable.
Cash
used
by
investing
activities
during
the
first
quarter
of
fiscal
2024
was
$136
million
compared
to
cash
provided
by
investing
activities
of
$266 million
for
the
same
period
in
fiscal
2023.
During
the
first
quarter
of
the
2023,
we
completed
the
sale
of
the
Helper main meals and Suddenly Salad side dishes
business for $607 million cash. In the
first quarter of fiscal 2023, we acquired
TNT
Crust for $252
million cash, net of cash acquired. In addition, we spent $142 million
on purchases of land, buildings, and equipment in
the first quarter of fiscal 2024 compared to $91 million in the same period
last year.
Cash used
by financing
activities during
the first
quarter of
fiscal 2024
was $334 million
compared
to $609 million
of cash
used by
financing activities
in the
same period
in fiscal 202
- We
paid $348 million
of dividends
in the
first quarter
of fiscal
2024, compared
to $325 million
in the
same period
last year.
We
paid $500
million for
purchases of
common stock
for treasury
in the first
quarter of
fiscal 2024, consistent with the same period in fiscal 2023
.
In addition, we had $552 million of net debt issuances in the first
quarter of
fiscal 2024 compared to $188 million of net debt issuances in the first quarter
of fiscal 2023.
As of August
27, 2023, we had
$425 million of cash
and cash equivalents
in foreign jurisdictions. In
anticipation of repatriating
funds
from
foreign
jurisdictions,
we
record
local
country
withholding
taxes
on
our
international
earnings,
as
applicable.
Furthermore,
we
may repatriate our
cash and cash equivalents
held by our
foreign subsidiaries without
such funds being
subject to further
U.S. income
tax liability. Earnings prior
to fiscal 2018 from our foreign subsidiaries remain permanently reinvested
in those jurisdictions.
The following table details the fee-paid committed and uncommitted credit
lines we had available as of August 27, 2023:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.6
-
Total committed
and uncommitted credit facilities
$
3.3
$
-
The
third-party
holder
of
the
General
Mills
Cereals,
LLC
(GMC)
Class A
Interests
receives
quarterly
preferred
distributions
from
available net
income based
on the application
of a
floating preferred
return rate
to the
holder’s capital
account balance
established in
the most
recent mark
-to-market valuation
(currently
$252 million). The
floating preferred
return rate
on GMC’s
Class A Interests
is
the sum of three
-month Term
SOFR plus 186
basis points. The preferred
return rate is adjusted
every three years
through a negotiated
agreement with the Class A Interest holder or through a remarketing auction.
We
have an option
to purchase the
Class A Interests for
consideration equal to
the then current
capital account value,
plus any unpaid
preferred return
and the
prescribed make-whole
amount. If
we purchase
these interests,
any change
in the
third-party holder’s
capital
account
from
its
original
value
will
be
charged
directly
to
retained
earnings
and
will
increase
or
decrease
the
net
earnings
used
to
calculate EPS in that period.
To ensure availability
of funds, we maintain bank credit lines and have commercial paper programs
available to us in the United States
and Europe.
Certain
of
our
long-term
debt
agreements,
our
credit
facilities,
and
our
noncontrolling
interests
contain
restrictive
covenants.
As
of
August 27, 2023, we were in compliance with all of these covenants.
We
have
$1,175
million
of
long-term
debt
maturing
in
the
next
12
months
that
is
classified
as
current,
including
$400
million
of
floating-rate
notes
due
October
17,
2023,
€250
million
of
floating-rate
notes
due
November
10,
2023,
and
$500
million
of
3.65
percent fixed-rate
notes due
February 15,
- We
believe that
cash flows
from operations,
together with
available short-
and long-
term debt financing, will be adequate to meet our liquidity and capital needs
for at least the next 12 months.
CRITICAL ACCOUNTING ESTIMATES
Our significant accounting policies are described in Note 2
to the Consolidated Financial Statements included
in our Annual Report on
Form
10-K for
the fiscal
year ended
May 28,
- The
accounting policies
used in
preparing our
interim fiscal
2024
Consolidated
Financial
Statements
are
the
same
as
those
described
in
our
Form
10-K
with
the
exception
of
the
new
accounting
requirements
27
adopted in the first quarter of fiscal 2024. Please see Note 1
to the Consolidated Financial Statements in Part I, Item 1
of this report for
additional information.
Our
critical
accounting
estimates
are
those
that
have
meaningful
impact
on
the
reporting
of
our
financial
condition
and
results
of
operations.
These
estimates
include
our
accounting
for
revenue
recognition,
valuation
of
long-lived
assets,
intangible
assets,
stock-
based compensation,
income taxes,
and defined
benefit pension,
other postretirement
benefit, and
postemployment benefit
plans. The
assumptions and methodologies used
in the determination of
those estimates as of August
27, 2023, are the
same as those described in
our Annual Report on Form 10-K for the fiscal year ended May 28, 2023.
Our
annual
goodwill
and
indefinite-lived
intangible
assets
impairment
test
was
performed
on
the
first
day
of
the
second
quarter
of
fiscal
2023,
and
we
determined
there
was
no
impairment
of
our
intangible
assets
as
their
related
fair
values
were
substantially
in
excess of the
carrying values,
except for
the
Uncle Toby’s
brand intangible
asset. In addition,
while having
significant coverage
as of
our fiscal 2023
assessment date, the
Progresso
and
EPIC
brand intangible assets had
risk of decreasing coverage.
We
will continue to
monitor these businesses for potential impairment.
NON-GAAP MEASURES
We
have
included
in
this
report
measures
of
financial
performance
that
are not
defined
by
GAAP.
We
believe
that
these
measures
provide useful information to investors, and include these measures in other
communications to investors.
For each
of these
non-GAAP financial
measures, we
are providing
below a
reconciliation of
the differences
between the
non-GAAP
measure and the most
directly comparable GAAP measure,
an explanation of why
we believe the non-GAAP
measure provides useful
information to
investors, and
any additional
material purposes
for which
our management
or Board
of Directors
uses the
non-GAAP
measure. These non-GAAP measures should be viewed in addition to, and not
in lieu of, the comparable GAAP measure.
Significant Items Impacting Comparability
Several
measures
below
are
presented
on
an
adjusted
basis.
The
adjustments
are
either
items
resulting
from
infrequently
occurring
events or items that, in management’s
judgment, significantly affect the year-to-year
assessment of operating results.
The following are descriptions of significant items impacting comparability
of our results.
Mark-to-market effects
Net
mark-to-market
valuation
of
certain
commodity
positions
recognized
in
unallocated
corporate
items.
Please
see
Note
6
to
the
Consolidated Financial Statements in Part I, Item 1 of this report.
Restructuring charges and project-related costs
Restructuring
charges and
project-related
costs for
previously announced
restructuring actions
recorded in
fiscal 2024.
Restructuring
charges
for
previously
announced
restructuring
actions
recorded
in
fiscal
2023.
Please
see
Note
3
to
the
Consolidated
Financial
Statements in Part I, Item 1 of this report.
Investment activity, net
Valuation
adjustments of
certain corporate
investments in
fiscal 2024. Valuation
adjustments and
the loss on
sale of certain
corporate
investments in fiscal 2023.
Acquisition integration costs
Integration
costs
primarily
resulting
from
the
acquisition
of
TNT
Crust
in
fiscal
2024
and
fiscal
2023.
Please
see
Note
2
to
the
Consolidated Financial Statements in Part I, Item 1 of this report.
Product recall
Costs related to the fiscal 2023 voluntary recall of certain international
Häagen-Dazs
ice cream products.
Divestitures gain, net
Net divestitures
gain primarily
related to
the sale
of our
Helper main
meals and
Suddenly Salad
side dishes
business in
fiscal 2023.
Please see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Transaction costs
Transaction costs primarily related
to the sale of our Helper main meals and Suddenly
Salad side dishes business in fiscal 2023.
Please
see Note 2 to the Consolidated Financial Statements in Part I, Item 1 of this report.
28
Organic Net Sales Growth Rates
We
provide organic
net sales
growth rates
for our
consolidated net
sales and
segment net
sales. This
measure is
used in
reporting to
our
Board
of
Directors
and
executive
management
and
as
a
component
of
the
measurement
of
our
performance
for
incentive
compensation purposes.
We
believe that
organic net
sales growth
rates provide
useful information
to investors
because they
provide
transparency
to
underlying
performance
in
our
net
sales
by
excluding
the
effect
that
foreign
currency
exchange
rate
fluctuations,
acquisitions, divestitures,
and a 53
rd
week, when applicable,
have on year-to-year comparability.
A reconciliation of
these measures to
reported net
sales growth
rates, the
relevant GAAP
measures, are
included in
our Consolidated
Results of
Operations and
Results of
Segment Operations discussions in the MD&A above.
Adjusted Operating Profit as a Percent of Net Sales (Adjusted Operating Profit
Margin)
We believe
this measure provides useful information
to investors because it is important
for assessing our operating profit margin
on a
comparable basis.
Our adjusted operating profit margins are calculated as follows:
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
930.0
19.0
%
$
1,085.6
23.0
%
Mark-to-market effects
(44.9)
(0.9)
%
174.7
3.7
%
Restructuring charges
9.8
0.2
%
2.3
-
%
Investment activity, net
2.9
0.1
%
26.3
0.6
%
Project-related costs
0.8
-
%
-
-
%
Acquisition integration costs
0.2
-
%
1.5
-
%
Product recall
0.2
-
%
21.5
0.5
%
Divestitures gain, net
-
-
%
(430.9)
(9.1)
%
Transaction costs
-
-
%
0.2
-
%
Adjusted operating profit
$
899.0
18.3
%
$
881.2
18.7
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
29
Adjusted Operating Profit Growth on a Constant-currency Basis
This measure is used in reporting
to our Board of Directors and
executive management and as a
component of the measurement of
our
performance for
incentive compensation purposes.
We
believe that
this measure provides
useful information
to investors because
it is
the
operating
profit
measure
we
use
to
evaluate
operating
profit
performance
on
a
comparable
year-to-year
basis.
The
measure
is
evaluated on
a constant-currency
basis by
excluding the
effect that
foreign currency
exchange rate
fluctuations have
on year-to-year
comparability given the volatility in foreign currency exchange rates.
Our adjusted operating profit growth on a constant-currency basis is calculated
as follows:
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
Change
Operating profit as reported
$
930.0
$
1,085.6
(14)
%
Mark-to-market effects
(44.9)
174.7
Restructuring charges
9.8
2.3
Investment activity, net
2.9
26.3
Project-related costs
0.8
-
Acquisition integration costs
0.2
1.5
Product recall
0.2
21.5
Divestitures gain, net
-
(430.9)
Transaction costs
-
0.2
Adjusted operating profit
$
899.0
$
881.2
2
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
2
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
Adjusted Diluted EPS and Related Constant-currency Growth Rates
This measure
is used in
reporting to
our Board of
Directors and executive
management. We
believe that
this measure provides
useful
information to
investors because it
is the profitability
measure we use
to evaluate earnings
performance on
a comparable year-to-year
basis.
The reconciliation of our GAAP measure, diluted EPS, to adjusted diluted
EPS and the related constant-currency growth rates follows:
Quarter Ended
Per Share Data
Aug. 27, 2023
Aug. 28, 2022
Change
Diluted earnings per share, as reported
$
1.14
$
1.35
(16)
%
Mark-to-market effects
(0.06)
0.22
Restructuring charges
0.01
-
Investment activity, net
-
0.04
Product recall
-
0.03
Divestitures gain, net
-
(0.54)
Adjusted diluted earnings per share
$
1.09
$
1.11
(2)
%
Foreign currency exchange impact
(1)
pt
Adjusted diluted earnings per share growth, on a constant-currency basis
(1)
%
Note: Table may not foot due to rounding.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
See our reconciliation
below of the effective
income tax rate as
reported to the adjusted
effective income tax
rate for the tax
impact of
each item affecting comparability.
30
Constant-currency After-tax Earnings from Joint Ventures
Growth Rates
We
believe that
this measure
provides useful
information to
investors because
it provides
transparency to
underlying performance
of
our joint
ventures by
excluding the
effect
that foreign
currency exchange
rate fluctuations
have on
year-to-year
comparability given
volatility in foreign currency exchange markets.
After-tax earnings from joint ventures growth rates on a constant-currency
basis are calculated as follows:
Percentage Change in
After-Tax
Earnings from Joint
Ventures
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in After-Tax
Earnings from Joint Ventures
on Constant-Currency Basis
Quarter Ended Aug. 27, 2023
19
%
(7)
pts
26
%
Note: Table may
not foot due to rounding.
Net Sales Growth Rates for Our Canada Operating Unit on Constant-currency
Basis
We
believe
that
this
measure
of
our
Canada
operating
unit
net
sales
provides
useful
information
to
investors
because
it
provides
transparency to
the underlying
performance for
the Canada operating
unit within our
North America Retail
segment by
excluding the
effect
that
foreign
currency
exchange
rate
fluctuations
have
on
year-to-year
comparability
given
volatility
in
foreign
currency
exchange markets.
Net sales growth rates for our Canada operating unit on a constant-currency
basis are calculated as follows:
Percentage Change in
Net Sales
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in
Net Sales on Constant-
Currency Basis
Quarter Ended Aug. 27, 2023
Flat
(4)
pts
4
%
Note: Table may
not foot due to rounding.
Constant-currency Segment Operating Profit Growth Rates
We
believe that
this measure
provides useful
information to
investors because
it provides
transparency to
underlying performance
of
our
segments
by
excluding
the
effect
that
foreign
currency
exchange
rate
fluctuations
have
on
year-to-year
comparability
given
volatility in foreign currency exchange markets.
Our segments’ operating profit growth rates on a constant-currency
basis are calculated as follows:
Quarter Ended Aug. 27, 2023
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
3
%
Flat
3
%
International
44
%
(8)
pts
52
%
Pet
(10)
%
Flat
(10)
%
North America Foodservice
10
%
Flat
10
%
Note: Table may
not foot due to rounding.
31
Adjusted Effective Income Tax
Rates
We
believe
this
measure
provides
useful
information
to
investors
because
it
presents
the
adjusted
effective
income
tax
rate
on
a
comparable year-to-year basis.
Adjusted effective income tax rates are calculated as follows:
Quarter Ended
Aug. 27, 2023
Aug. 28, 2022
In Millions
(Except Per Share Data)
Pretax
Earnings (a)
Income
Taxes
Pretax
Earnings (a)
Income
Taxes
As reported
$
830.0
$
173.2
$
1,019.6
$
216.1
Mark-to-market effects
(44.9)
(10.3)
174.7
40.2
Restructuring charges
9.8
4.7
2.3
0.6
Investment activity, net
2.9
1.0
26.3
0.5
Project-related costs
0.8
0.3
-
-
Acquisition integration costs
0.2
0.1
1.5
0.3
Product recall
0.2
0.1
21.5
4.9
Divestitures gain, net
-
-
(430.9)
(101.9)
Transaction costs
-
-
0.2
-
As adjusted
$
799.1
$
169.0
$
815.2
$
160.8
Effective tax rate:
As reported
20.9%
21.2%
As adjusted
21.1%
19.7%
Sum of adjustment to income taxes
$
(4.3)
$
(55.3)
Average number
of common shares - diluted EPS
591.4
606.0
Impact of income tax adjustments on adjusted diluted EPS
$
0.01
$
0.09
Note: Table may not foot due to rounding.
(a)
Earnings before income taxes and after-tax earnings from joint ventures.
For more information on the reconciling items, please refer to the Significant Items Impacting Comparability section above.
32
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
Diluted EPS adjusted for certain items affecting year-to-year
comparability.
Adjusted operating profit.
Operating profit adjusted for certain items affecting year-to-year
comparability.
Adjusted operating profit
margin.
Operating profit adjusted
for certain items
affecting year-over-year
comparability,
divided by net
sales.
Constant currency.
Financial results
translated to
United States
dollars using
constant foreign
currency exchange
rates based
on the
rates
in
effect
for
the
comparable
prior-year
period.
To
present
this
information,
current
period
results
for
entities
reporting
in
currencies other
than United
States dollars
are translated
into United
States dollars
at the
average exchange
rates in
effect during
the
corresponding
period
of
the
prior
fiscal
year,
rather
than
the
actual
average
exchange
rates
in
effect
during
the
current
fiscal
year.
Therefore,
the
foreign
currency
impact
is
equal
to
current
year
results
in
local
currencies
multiplied
by
the
change
in
the
average
foreign currency exchange rate between the current fiscal period and the corresponding
period of the prior fiscal year.
Core working capital.
Accounts receivable plus inventories less accounts payable.
Derivatives.
Financial instruments such
as futures, swaps,
options, and forward
contracts that we
use to manage
our risk arising
from
changes in commodity prices, interest rates, foreign exchange rates, and stock
prices.
Euribor.
Euro Interbank Offered Rate.
Fair value
hierarchy.
For purposes
of fair
value measurement,
we categorize
assets and
liabilities into
one of
three levels
based on
the assumptions
(inputs) used
in valuing
the asset or
liability.
Level 1 provides
the most reliable
measure of
fair value, while
Level 3
generally requires significant management judgment. The three levels are
defined as follows:
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
assumptions about the inputs used in pricing the asset or liability.
Free cash flow.
Net cash provided by operating activities less purchases of land, buildings, and equipment.
Generally Accepted
Accounting Principles
(GAAP).
Guidelines, procedures,
and practices
that we
are required
to use
in recording
and reporting accounting information in our financial statements.
Goodwill.
The difference
between the purchase
price of acquired
companies plus the fair
value of any noncontrolling
and redeemable
interests and the related fair values of net assets acquired.
Gross margin.
Net sales less cost of sales.
Hedge accounting.
Accounting for qualifying
hedges that allows changes in
a hedging instrument’s
fair value to offset
corresponding
changes in
the hedged
item in
the same
reporting period.
Hedge accounting
is permitted
for certain
hedging instruments
and hedged
items
only
if
the
hedging
relationship
is
highly
effective,
and
only
prospectively
from
the
date
a
hedging
relationship
is
formally
documented.
Holistic Margin Management
(HMM).
Company-wide initiative to
use productivity savings, mix
management, and price realization
to offset input cost inflation, protect margins,
and generate funds to reinvest in sales-generating activities.
Interest
bearing
instruments.
Notes
payable,
long-term
debt,
including
current
portion,
cash
and
cash
equivalents,
and
certain
interest bearing investments classified within prepaid expenses and other current
assets and other assets.
Mark-to-market.
The act of determining a value for
financial instruments, commodity contracts, and
related assets or liabilities based
on the current market price for that item.
33
Net
mark-to-market
valuation of
certain
commodity
positions.
Realized
and
unrealized
gains
and
losses on
derivative
contracts
that will be allocated to segment operating profit when the exposure we are hedging
affects earnings.
Net price realization.
The impact of list and promoted price changes, net of trade and other price
promotion costs.
Net realizable
value.
The estimated
selling price
in the
ordinary course
of business,
less reasonably
predictable costs
of completion,
disposal, and transportation.
Noncontrolling interests.
Interests of subsidiaries held by third parties.
Notional
amount.
The
amount
of
a
position
or
an
agreed
upon
amount
in
a
derivative
contract
on
which
the
value
of
financial
instruments are calculated.
OCI.
Other Comprehensive Income.
Organic net sales growth
. Net sales growth adjusted
for foreign currency translation,
acquisitions, divestitures and a
53
rd
fiscal week,
when applicable.
Project-related costs.
Costs incurred related to our restructuring initiatives not included in restructuring
charges.
Reporting unit
. An operating segment or a business one level below an operating
segment.
SOFR.
Secured Overnight Financing Rate.
Strategic
Revenue
Management
(SRM).
A
company-wide
capability
focused
on
generating
sustainable
benefits
from
net
price
realization
and
mix
by
identifying
and
executing
against
specific
opportunities
to
apply
tools
including
pricing,
sizing,
mix
management, and promotion optimization across each of our businesses.
Supply chain
input costs.
Costs incurred
to produce
and deliver
product,
including costs
for
ingredients
and
conversion, inventory
management, logistics, and warehousing.
Translation
adjustments.
The impact
of the conversion
of our foreign
affiliates’ financial
statements to United
States dollars
for the
purpose of consolidating our financial statements.
Working capital
. Current assets and current liabilities, all as of the last day of our fiscal year.
34
CAUTIONARY STATEMENT
RELEVANT
TO FORWARD
-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE
HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION
REFORM ACT OF 1995
This report
contains or
incorporates by
reference
forward-looking
statements within
the meaning
of the
Private Securities
Litigation
Reform Act
of 1995
that are
based on
our current
expectations and
assumptions. We
also may
make written
or oral
forward-looking
statements,
including
statements
contained
in
our
filings
with
the
Securities
and
Exchange
Commission
and
in
our
reports
to
stockholders.
The words or
phrases “will likely
result,” “are expected
to,” “will continue,”
“is anticipated,” “estimate,”
“plan,” “project,” or
similar
expressions identify
“forward-looking statements”
within the
meaning of
the Private
Securities Litigation
Reform Act
of 1995.
Such
statements are
subject to
certain risks
and uncertainties
that could
cause actual
results to
differ
materially from
historical results
and
those currently anticipated or projected. We
caution you not to place undue reliance on any such forward-looking statements.
In connection
with the “safe
harbor” provisions
of the Private
Securities Litigation
Reform Act of
1995, we are
identifying important
factors
that could
affect
our financial
performance
and could
cause our
actual results
in future
periods
to differ
materially from
any
current opinions or statements.
Our
future
results
could
be
affected
by
a
variety
of
factors,
such
as:
disruptions
or
inefficiencies
in
the
supply
chain;
competitive
dynamics in the consumer foods
industry and the markets for
our products, including new product
introductions, advertising activities,
pricing actions, and promotional
activities of our competitors;
economic conditions, including
changes in inflation rates,
interest rates,
tax
rates,
or
the
availability
of
capital;
product
development
and
innovation;
consumer
acceptance
of
new
products
and
product
improvements;
consumer
reaction
to
pricing
actions
and
changes
in
promotion
levels;
acquisitions
or
dispositions
of
businesses
or
assets; changes in capital structure;
changes in the legal and regulatory
environment, including tax legislation, labeling
and advertising
regulations, and litigation; impairments in the carrying
value of goodwill, other intangible assets, or other long
-lived assets, or changes
in the
useful lives
of other
intangible assets;
changes in
accounting standards
and the impact
of critical
accounting estimates;
product
quality
and
safety
issues,
including
recalls
and
product
liability;
changes
in
consumer
demand
for
our
products;
effectiveness
of
advertising,
marketing,
and
promotional
programs;
changes
in
consumer
behavior,
trends,
and
preferences,
including
weight
loss
trends; consumer perception
of health-related issues,
including obesity; consolidation
in the retail environment;
changes in purchasing
and
inventory
levels
of
significant
customers;
fluctuations
in
the
cost
and
availability
of
supply
chain
resources,
including
raw
materials,
packaging,
energy,
and
transportation;
effectiveness
of
restructuring
and
cost
saving
initiatives;
volatility
in
the
market
value of
derivatives used to
manage price
risk for certain
commodities; benefit
plan expenses due
to changes
in plan asset
values and
discount rates used to determine plan liabilities; failure
or breach of our information technology systems;
foreign economic conditions,
including currency rate fluctuations; and political unrest in foreign markets
and economic uncertainty due to terrorism or war.
You
should also
consider the risk
factors that we
identify in Item
1A of Part
I of our
Annual Report on
Form 10-K for
the fiscal year
ended May 28, 2023, which could also affect our future results.
We undertake
no obligation to publicly revise any forward-looking
statements to reflect events or circumstances
after the date of those
statements or to reflect the occurrence of anticipated or unanticipated
events.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
The
estimated
maximum
potential
value-at-risk
arising
from
a
one-day
loss
in
fair
value
for
our
interest
rate,
foreign
exchange,
commodity, and equity
market-risk-sensitive instruments outstanding as of August 27, 2023,
was as follows:
In Millions
One-day Risk
of Loss
Change During
Quarter Ended
Aug. 27, 2023
Analysis of Change
Interest rate instruments
$
59
$
(6)
Lower interest rate volatility
Foreign currency instruments
36
(1)
Immaterial
Commodity instruments
5
(3)
Decrease in commodity prices
Equity instruments
3
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K
for the fiscal year ended May 28, 2023.
35
Item 4.
Controls and Procedures.
We,
under the
supervision and
with the
participation of
our management,
including our
Chief Executive
Officer and
Chief Financial
Officer,
have
evaluated
the
effectiveness
of
the design
and
operation
of
our
disclosure
controls
and
procedures
(as
defined
in
Rule
13a-15(e)
under
the
Securities
Exchange
Act
of
1934).
Based
on
our
evaluation,
our
Chief
Executive
Officer
and
Chief
Financial
Officer have
concluded that,
as of
August 27,
2023, our
disclosure controls
and procedures
were effective
to ensure
that information
required to
be disclosed
by us
in reports
that we file
or submit
under the
Securities Exchange
Act of
1934 is (1)
recorded, processed,
summarized,
and
reported
within
the
time
periods
specified
in
Securities
and
Exchange
Commission
rules
and
forms,
and
(2)
accumulated and
communicated to
our management,
including our
Chief Executive
Officer and
Chief Financial
Officer,
in a
manner
that allows timely decisions regarding required disclosure.
There were no changes in our internal
control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange
Act
of 1934)
during the
quarter ended
August 27,
2023, that
materially affected,
or are reasonably
likely to
materially affect,
our internal
control
over financial reporting.
PART
II.
OTHER INFORMATION
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
The
following
table
sets forth
information
with
respect
to
shares
of
our
common
stock
that we
purchased
during
the quarter
ended
August 27, 2023:
Period
Total
Number
of Shares
Purchased (a)
Average
Price Paid
Per Share
Total
Number of Shares
Purchased as Part of a Publicly
Announced Program (b)
Maximum Number of Shares
that may yet be Purchased
Under the Program (b)
May 29, 2023 -
July 2, 2023
3,648,025
$
80.40
3,648,025
81,214,844
July 3, 2023 -
July 30, 2023
2,739,485
77.18
2,739,485
78,475,359
July 31, 2023 -
August 27, 2023
-
-
-
78,475,359
Total
6,387,510
$
79.02
6,387,510
78,475,359
(a)
The total number
of shares purchased
includes shares of
common stock withheld
for the payment
of withholding taxes
upon the distribution
of
deferred option units.
(b)
On June
27, 2022,
our Board
of Directors approved
an authorization
for the
repurchase of
up to
100,000,000 shares of
our common stock
and
terminated the
prior authorization.
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.
Item 5.
Other Information.
None.
36
PART
II. OTHER INFORMATION
Item 6.
Exhibits.
10.1
Form of Performance Share Unit Award Agreements
10.2
Form of Stock Option Agreements
10.3
Form of Restricted Stock Unit Agreements
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Financial
Statements
from
the Quarterly
Report
on Form
10-Q
of the
Company
for
the quarter
ended
August
27,
2023,
formatted
in
Inline
Extensible
Business
Reporting
Language:
(i)
Consolidated
Statements
of
Earnings;
(ii)
Consolidated
Statements
of
Comprehensive
Income,
(iii)
Consolidated
Balance
Sheets;
(iv)
Consolidated
Statements of
Total
Equity; (v)
Consolidated Statements
of Cash
Flows; and
(vi) Notes
to Consolidated
Financial
Statements.
104
Cover Page, formatted in Inline Extensible Business Reporting Language
and contained in Exhibit 101.
37
SIGNATURES
Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
the
registrant
has
duly
caused
this
report
to
be
signed
on
its
behalf by the undersigned thereunto duly authorized.
GENERAL MILLS, INC.
(Registrant)
Date: September 20, 2023
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting
Officer
(Principal Accounting Officer and Duly Authorized
Officer)
EX-10.1
1
Exhibit 10.1
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE
OF RESTRICTED
PERIOD:
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
Performance
Stock
Unit
Award
Agreement (“Agreement”).
The Participant:
(i) acknowledges
receipt of
a copy
of the
Plan and
Plan prospectus, (ii) represents that the Participant
has carefully read and is familiar with the provisions
of this Agreement and the Plan, and (iii) hereby accepts
the Performance Stock Units subject to all of the
terms
and
conditions
set
forth
herein,
and
in the
Plan.
If the
Participant
does
not
wish to
receive
the
Performance
Stock
Units and/or
does
not
consent
and
agree
to the
terms
and
conditions on
which the
Performance
Stock Units
are offered,
as set
forth in
this Agreement
and the
Plan, then
the Participant
must
reject
this
Award
via
the
website
of
the
Company’s
designated
broker,
no
later
than
60
days
following the Grant Date.
If the Participant rejects this Award,
this Award will immediately
be forfeited
and cancelled.
The Participant’s failure to
reject this Award
within this 60 day period will constitute the
Participant’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 above
Grant Date,
is made
by General
Mills, Inc., (the
"Company"), and
made to
the person named above (the "Participant"
or referred to as “I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
Each unit
awarded represents
the right
to receive
one share
of the
Company common
stock,
par value
USD 0.10
per share
(“Stock”).
The units
granted
pursuant
to this
Agreement
are referred
to as
the
“Performance
Stock
Units”.
The
number
of
Performance
Stock
Units
earned
by
the
Participant
for
the
Performance Period will be determined at the end
of the Performance Period based on the level of achievement
against the
Performance Measures
and conditions
in accordance
with Attachment
A. The
number of
shares of
Stock the
Participant is
paid is
dependent on
the number
of Performance
Stock Units
earned and
satisfactory
completion
of
the
service
requirements
described
herein.
Whether,
and
the
extent
to
which
Performance
Measures have
been satisfied
at the
end of
the Performance
Period shall
be certified
by the
Compensation
&
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
Committee in
its sole
discretion. For
each Performance
Stock Unit
earned and
vested, if
any,
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
Date of
the Restricted
Period, subject
to any
additional restrictions
or holding
requirements in
Attachment A. Except
as otherwise defined herein,
capitalized terms shall have
the same meanings
ascribed to
them under the Plan.
2.
Vesting of
Performance Stock Units; Forfeiture of Performance
Stock Units.
(a)
Vesting
Schedule
. The
Performance
Stock Units
shall vest
on the
Expiration
Date of
the Restricted
Period set forth above (“Vesting
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
of Performance
Stock Units
. The
Participant acknowledges
that the
Performance Stock
Units awarded hereunder are subject to forfeiture if the
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
Date,
as herein provided.
2
(i)
Resignation or Termination
for Cause.
If the Participant’s employment with the Company or
any subsidiary or affiliated
companies is terminated
by either (i)
resignation, or (ii)
a discharge
due to Participant’s
illegal activities, poor
work performance,
misconduct or
violation of the
Company’s Code of Conduct, policies or practices, then
these Performance Stock Units, to
the
extent
they
are
not
fully
vested
as
of
the
Termination
Date,
shall
for
no
consideration
be
cancelled and
forfeited in
their entirety.
For the
avoidance of
doubt, “Termination
Date” for
purposes of this Award will be deemed to occur as of the date Participant 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.
(ii)
Involuntary Termination.
If the
Participant’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 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 Participant’s
age and
years
of
service
with
the
Company
or
any
subsidiary
or
affiliated
companies
equals or exceeds 70, then if such involuntary termination occurs before the end
of the Company’s fiscal year
within which this Award
was granted, it shall vest
in a
pro-rata amount
based on
actual employment
completed during
said fiscal
year.
But if such involuntary termination
occurs after the end of
the fiscal year
in which it is
awarded, then it shall
vest fully.
In either case,
vested Performance
Stock
Units
shall
be
settled
and
paid
(subject
to
any
additional
restrictions
or
holding requirements in Attachment A) on the Expiration Date of the Restricted
Period, with a value, if any, that otherwise would be earned under the
applicable
Performance
Measures
established
in
Attachment
A
based
on
actual
performance.
b)
In the event
that, at the
Termination
Date, the sum
of the Participant’s
age and
years of service
with the Company
or any subsidiary
or affiliated
companies is
less than 70,
this Award
shall be settled
and paid on
the Expiration Date
of the
Restricted Period (subject to any additional restrictions or holding requirements
in Attachment A) with a value, if any, that otherwise would be earned under
the
applicable Performance
Measures established
in Attachment A
based on actual
performance; and shall
vest at the Expiration
Date of the Restricted
Period in a
pro-rata amount based on actual
employment completed during the Performance
Period through
the Termination
Date. All
other Performance
Stock Units
shall
be forfeited as of the Termination
Date.
(iii)
Death.
If a
Participant dies
while employed
by the
Company or
any subsidiary
or affiliated
companies during the Performance Period, this Award
shall fully vest and shall be considered
to
be
earned
in
full
“at
target”
as
if
the
applicable
Performance
Measures
established
in
Attachment A have been achieved at target,
and settled and paid on the first day of the month
following death to the designated beneficiary or beneficiaries.
(iv)
Retirement
.
If the termination of employment is due to the Participant’s retirement on or after
age 55 and completion of at least
five (5) years of service with the Company
or any subsidiary
or affiliated companies, then if such retirement occurs before the end of the Company’s
fiscal
year within
which this Award
was granted, it
shall vest in
a pro-rata amount
based on actual
employment completed during said
fiscal year.
But if such retirement occurs after
the end of
the fiscal
year in which
it is
awarded, then it
shall vest
fully.
In either case,
vested Performance
Stock Units shall be
settled and paid on
the Expiration Date of
the Restricted Period
(subject
to any additional
restrictions or holding
requirements in Attachment
A), with a
value, if any,
that
otherwise
would
be
earned
under
the
applicable
Performance
Measures
established
in
Attachment
A
based
on
actual
performance.
Notwithstanding
the
above,
the
terms
of
this
paragraph (iv) shall not apply to a Participant who, prior to
a Change of Control, is terminated
for cause as
described in (b)(i); said
Participant shall be treated
as provided in paragraph
(b)(i).
3
(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 these Awards. 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
Code Section 409A.
3.
Dividend
Equivalents.
Subject
to
any
applicable
provisions
in
Attachment
A,
any
dividends
or
other
distributions declared payable on the Company’s Stock on or after the Grant Date of
this Award until the Award
is settled
and/or
forfeited
shall
be
credited
notionally
to
the Participant
in
an
amount
equal
to
such
declared
dividends or other distributions
on an equivalent number
of shares of Stock
(“Dividend Equivalents”).
Dividend
Equivalents so credited shall be paid if,
and only to the extent, the
underlying Performance Stock Units to which
they relate become unrestricted and vest, as provided under the terms of the Plan and this Agreement.
Dividend
Equivalents credited in respect to Performance Stock Units that
are forfeited under the terms of the
Plan and this
document,
are
correspondingly
forfeited.
No
interest
or
other
earnings
shall
be
credited
on
Dividend
Equivalents.
Vested
Dividend Equivalents shall be paid in cash at the same time as the
underlying Performance
Stock Units to which they relate are settled.
4.
Settlement
of Performance
Stock
Units.
Upon vesting
of the
Performance
Stock Units,
settlement
shall
be
completed as soon as administratively practicable
but in no event
later than 30 days
after the vesting date, except
where
such
settlement
following
a
Section
409A
Separation
from
Service
requires
a
six-month
delay.
The
Company
will provide
for settlement
in the
form of
shares of
Stock. At
the Company’s
discretion, additional
restrictions or holding requirements may be imposed on settled Units and dividend
equivalents, if any.
5.
Non-Transferability
.
The
Performance
Stock
Units
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 Performance
Stock Units or
of such rights contrary
to the provisions hereof
or in the Plan,
the Performance Stock
Units and
such rights shall immediately become null and void.
6.
Withholding of
Tax.
The Participant acknowledges
that, regardless of
any action taken by
the Company or,
if
different,
the
subsidiary
or
affiliated
company
that
employs
the
Participant
(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
Participant’s
participation in
the Plan
and legally
applicable to
the
Participant or
deemed by
the Company
or the
Employer in
their discretion
to be
an appropriate
charge to
the
Participant even if legally applicable to the
Company or the Employer
(“Tax-Related Items”), is and remains the
Participant’s
responsibility and
may exceed the
amount actually withheld
by the Company
or the Employer,
if
any.
The Participant 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
Performance Stock Units, including, but not limited to, the grant, vesting, the subsequent sale of shares of
Stock
acquired pursuant
to such vesting
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 Performance Stock
Units to reduce or eliminate
the Participant’s liability for Tax
-Related Items or achieve any particular tax result. Further, if the Participant 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
Participant
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 Participant
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 Participant’s
wages or other
cash compensation paid to
the Participant by the
Company and/or the Employer;
(ii) withholding from the
shares
of
Stock
to
be
delivered
upon
settlement
of
the
Performance
Stock
Units
or
other
awards
granted
to
the
Participant or
(iii) permitting
the Participant
to tender
to the
Company cash
or,
if allowed
by the
Committee,
shares of 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
Participant
will
receive
a
refund
of
any
over-withheld
amount
and
will
have
no
entitlement
to
the
share
4
equivalent.
If the
obligation for
Tax-Related
Items is
satisfied by
withholding from
the shares
of Stock
to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
Stock subject to the Performance Stock Units, notwithstanding that a
number
of shares
of Stock
are held
back solely
for the
purpose of
paying the
Tax-Related
Items. The
Participant will
have
no further
rights with
respect to
any
shares of
Stock that
are retained
by the
Company pursuant
to
this
provision.
The
Participant
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
Participant’s participation
in the
Plan that
cannot be
satisfied by
the means
previously
described.
The Company
may refuse
to issue
or
deliver
shares
of
Stock
or
proceeds
from
the
sale
of
shares
of
Stock
until
arrangements
satisfactory
to
the
Company have been made in connection with the Tax
-Related Items.
7.
Restrictive Covenants;
Confidential Information.
The Participant
agrees to
cooperate with
the Company
in
any way
needed in order
to comply with,
or fulfill the
terms of the
Plan and this
Award
document.
As a term
and condition of this Award,
Participant 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
7.b. does
not apply
to Colorado
and Minnesota-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.
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.
5
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
Award, termination and
forfeiture of
any unvested Units,
and/or required
payment to the
Company of
all or a
portion of
any monetary
gains acquired
by the Participant
as a result
of the Award,
unless the Award
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.
8.
Nature of Grant.
In accepting the Performance Stock Units, the Participant 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 Performance Stock
Units is
voluntary and occasional
and does not
create any
contractual
or other right
to receive future
grants of restricted stock
units, or benefits
in lieu of
restricted stock units,
even if restricted stock units 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 Participant’s participation
in the Plan is voluntary;
(e)
the Performance
Stock Units
and the
Participant’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 Participant’s
employment relationship (as
otherwise may be
permitted under local law);
(f)
unless
otherwise
agreed
with
the
Company,
the
Performance
Stock
Units
and
any
shares
of
Stock
acquired upon vesting of the Performance Stock Units, and the income from and value of
same, are not
granted as consideration for, or
in connection with, any
service the Participant
may provide as a
director
of any subsidiary or affiliate of the Company;
(g)
the Performance Stock Units and any
shares of 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
Stock
underlying
the
Performance
Stock
Units
is
unknown,
indeterminable, and cannot be predicted with certainty;
(i)
upon vesting of
the Performance
Stock Units, the
value of such
shares of Stock
may increase or
decrease
in value;
(j)
no
claim
or
entitlement
to
compensation
or
damages
shall
arise
from
forfeiture
of
the
Performance
Stock Units resulting from termination
of the Participant’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
Performance Stock Units,
the Participant agrees
not to institute any
claim against the Company
or the
Employer;
(k)
the
Performance
Stock
Units
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
Performance
Stock Units
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 Stock; and
6
(l)
neither the Company
nor any of its
Subsidiaries or affiliated
companies shall be
liable for any foreign
exchange rate
fluctuation between
the Participant’s
local currency and
the U.S. dollar
that may affect
the value of the Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
of
the Performance Stock Units.
9.
Data
Privacy.
If the
Participant would
like to
participate in
the Plan,
the Participant
will need
to review
the
information provided in this Section 9 and, where applicable, declare the Participant’s consent to the processing
of personal data by the Company and the third parties stated below.
If
the
Participant
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, is the controller responsible for the processing of the Participant’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 Participant,
specifically, the
Participant’s
name, home address and
telephone
number,
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 Restricted
Stock Units
or any
other entitlement
to
shares
of
Stock
awarded,
canceled,
exercised,
settled,
vested,
unvested
or
outstanding
in
the
Participant’s
favor,
which the Company
receives from
the Participant 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
Participant’s
participation in the Plan and facilitating compliance with applicable
tax and securities law.
If the Participant 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
Participant is
based in
any other
jurisdiction, the
legal basis
for the
processing
of the
Data by
the Company is the Participant’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
Participant to
administer the
Restricted Stock
Units. 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
Participant’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 Participant is based in any other jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to any of its
service providers based on the
Participant’s
consent, as further described below.
(d)
Data Retention.
The Company
will use
the Data
only as
long as
necessary to
implement, administer
and
manage
the
Participant’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
Participant is
in the
EU, EEA or
United Kingdom)
or the
Participant’s
consent (if
the Participant is outside the EU, EEA or United Kingdom).
7
(e)
Data
Subject
Rights.
The
Participant
may
have
a
number
of
rights
under
data
privacy
laws
in
the
Participant’s
jurisdiction.
Subject
to
the
conditions
set
out
in
the
applicable
law
and
depending
on
where the Participant
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 Participant’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 Participant can
contact HR
Direct.
(f)
Necessary Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
for the performance
of the Agreement
and that the
Participant’s
refusal to
provide
the Data
would make
it impossible
for the
Company to
perform its
contractual
obligations
and may
affect the Participant’s
ability to participate in the Plan.
(g)
Declaration
of
Consent
(if
the
Participant
is
outside
the
EU,
EEA
and
United
Kingdom).
The
Participant 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 Participant’s
participation in the
Plan. The Participant
understands
that the Participant may, at any time, refuse or withdraw the consents herein,
in any case without cost,
by contacting HR Direct.
If the Participant does not consent or later seeks to revoke the
Participant’s
consent,
the
Participant’s
employment
status
or
service
with
the
Employer
will
not
be
affected;
the
Participant’s
consequence of refusing
or withdrawing consent
is that the Company
would not be able
to
award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such
awards.
Therefore,
the
Participant
understands
that
refusing
or
withdrawing
consent
may
affect
the
Participant’s
ability
to
participate
in
the
Plan.
For
more
information on the consequences of refusal to consent or withdrawal of
consent, the Participant should
contact HR Direct.
10.
Clawback
.
This
Award
is
specifically
made
subject
to
the
Company’s
Executive
Compensation
Clawback
Policy.
11.
Insider Trading;
Market Abuse Laws.
By participating in the Plan,
the Participant agrees to comply with the
Company’s policy on insider trading (to the extent that it is applicable to the Participant), the Participant further
acknowledges that, depending on the
Participant’s or his or her broker’s country
of residence or where
the shares
of Stock
are listed,
the Participant
may be
subject to
insider trading
restrictions and/or
market abuse
laws that
may affect the Participant’s ability
to accept, acquire,
sell or
otherwise dispose of
shares of Stock,
rights to shares
of
Stock
(e.g.,
restricted
stock
units)
or
rights
linked
to
the
value
of
shares
of
Stock,
during
such
times
the
Participant
is
considered
to
have
“inside
information”
regarding
the
Company
as
defined
by
the
laws
or
regulations in the Participant’s country.
Local insider trading laws and regulations may prohibit the cancellation
or amendment of
orders the Participant
places before he
or she possessed
inside information.
Furthermore, the
Participant 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
Participant
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
Participant
acknowledges
that
it
is
the
Participant’s
responsibility
to
comply
with
any
applicable restrictions, and that the
Participant should therefore consult the Participant’s personal advisor on
this
matter.
12.
Electronic
Delivery.
The
Participant
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
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
Participant
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.
8
13.
English Language.
The Participant acknowledges
and agrees that it
is the Participant’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 Performance Stock
Units be drawn up in
English. To the extent the Participant 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.
14.
Addendum.
Notwithstanding any
provisions in
this Agreement,
the Performance
Stock Units shall
be subject
to
any
special
terms
and
conditions
set
forth
in
the
Country-Specific
Addendum
to
this
Agreement
(the
“Addendum”).
Moreover,
if the
Participant transfers
to one
of the
countries included
in such
Addendum,
the
special terms and conditions
for such country will
apply to the Participant,
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
Participant’s
transfer).
The
Addendum
constitutes
part
of
this
Agreement.
15.
Not a
Public Offering
. The
award of
the Performance
Stock Units
is not
intended
to be
a public
offering
of
securities in the
Participant’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
Performance
Stock
Units
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
Participant on
whether he/she
should participate
in the
Plan. Acquiring
shares
of
Stock
involves
a
degree
of
risk.
Before
deciding
to
participate
in
the
Plan,
the
Participant
should
carefully
consider
all risk
factors relevant
to the
acquisition
of shares
of Stock
under the
Plan
and carefully
review
all of
the materials
related
to the
Performance
Stock Units
and the
Plan. In
addition,
the Participant
should consult with his/her personal advisor for professional
investment advice.
16.
Repatriation; Compliance with
Law
. The Participant
agrees to repatriate
all payments attributable
to the
shares
of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations in the
Participant’s
country of employment
(and country of
residence, if different).
In addition, the
Participant 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
Participant’s
country
of
employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as
may be required to comply with the Participant’s personal obligations under
local laws, rules and/or regulations
in the Participant’s country of employment
and country of residence, if different).
17.
Imposition
of
Other
Requirements
.
The
Company
reserves
the
right
to
impose
other
requirements
on
the
Participant’s participation in the Plan, on
the Performance Stock Unit,
and on any
shares of 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
Participant
to
sign
any
additional
agreements
or
undertakings
that
may
be
necessary
to
accomplish the foregoing.
18.
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
Performance Stock
Unit. 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.
19.
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 Participant.
20.
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
21.
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.
22.
Waiver
. The waiver by the Company
with respect to Participant’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.
10
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE
OF RESTRICTED
PERIOD:
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
Performance
Stock
Unit
Award
Agreement (“Agreement”).
The Participant:
(i) acknowledges
receipt of
a copy
of the
Plan and
Plan prospectus, (ii) represents that the Participant
has carefully read and is familiar with the provisions
of this Agreement and the Plan, and (iii) hereby accepts
the Performance Stock Units subject to all of the
terms
and
conditions
set
forth
herein,
and
in the
Plan.
If the
Participant
does
not
wish to
receive
the
Performance
Stock
Units and/or
does
not
consent
and
agree
to the
terms
and
conditions on
which the
Performance
Stock Units
are offered,
as set
forth in
this Agreement
and the
Plan, then
the Participant
must
reject
this
Award
via
the
website
of
the
Company’s
designated
broker,
no
later
than
60
days
following the Grant Date.
If the Participant rejects this Award,
this Award will immediately
be forfeited
and cancelled.
The Participant’s failure to
reject this Award
within this 60 day period will constitute the
Participant’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 above
Grant Date,
is made
by General
Mills, Inc., (the
"Company"), and
made to
the person named above (the "Participant" or referred
to as “I”, “you”, or “my”) (“Award”).
23.
Award
of Units.
Each unit
awarded represents
the right
to receive
one share
of the
Company common
stock,
par value
USD 0.10
per share
(“Stock”).
The units
granted
pursuant
to this
Agreement
are referred
to as
the
“Performance
Stock
Units”.
The
number
of
Performance
Stock
Units
earned
by
the
Participant
for
the
Performance Period will be determined at the end
of the Performance Period based on the level of
achievement
against the
Performance Measures
and conditions
in accordance
with Attachment
A. The
number of
shares of
Stock the
Participant is
paid is
dependent on
the number
of Performance
Stock Units
earned and
satisfactory
completion
of
the
service
requirements
described
herein.
Whether,
and
the
extent
to
which
Performance
Measures have
been satisfied
at the
end of
the Performance
Period shall
be certified
by the
Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
Committee in
its sole
discretion. For
each Performance
Stock Unit
earned and
vested, if
any,
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
Date of
the Restricted
Period, subject
to any
additional restrictions
or holding
requirements in
Attachment A. Except
as otherwise defined herein,
capitalized terms shall have
the same meanings
ascribed to
them under the Plan.
24.
Vesting of
Performance Stock Units; Forfeiture of Performance
Stock Units.
(a)
Vesting
Schedule
. The
Performance
Stock Units
shall vest
on the
Expiration
Date of
the Restricted
Period set forth above (“Vesting
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
of Performance
Stock Units
. The
Participant acknowledges
that the
Performance Stock
Units awarded hereunder are subject to forfeiture if the
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
Date,
as herein provided.
(vi)
Resignation or Termination
for Cause.
If the Participant’s employment with the Company or
any subsidiary or affiliated
companies is terminated
by either (i)
resignation, or (ii)
a discharge
due to Participant’s
illegal activities, poor
work performance,
misconduct or
violation of the
11
Company’s Code of Conduct, policies or practices, then
these Performance Stock Units, to
the
extent
they
are
not
fully
vested
as
of
the
Termination
Date,
shall
for
no
consideration
be
cancelled and
forfeited in
their entirety.
For the
avoidance of
doubt, “Termination
Date” for
purposes of this Award will be deemed to occur as of the date Participant 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.
(vii)
Involuntary Termination/ Early Retirement.
If the Participant’s employment by the Company
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
upon
the
execution (without
revoking) of
an effective
general legal
release and
such other
documents
as are
satisfactory to
the Company,
or if
the Participant
retires on
or after
age 55
but before
age 62,
this Award
shall be
payable on
the Expiration
Date of
the Restricted
Period
with a
value,
if
any,
that
otherwise
would
be
earned
under
the
applicable
performance
goals
established under Attachment A based on actual performance; and shall vest at the Expiration
Date
of
the
Restricted
Period
in
a
pro-rata
amount
based
on actual
employment
completed
during the Performance
Period through the
date of termination.
All other Performance
Share
Units shall be forfeited as of the date of termination.
(viii)
Death.
If a
Participant dies
while employed
by the
Company or
any subsidiary
or
affiliated companies
during the
Performance Period,
this Award
shall fully
vest and
shall be
considered
to
be
earned
in
full
“at
target”
as
if
the
applicable
Performance
Measures
established in Attachment A have been achieved at target, and settled and
paid on the first day
of the month following death to the designated beneficiary or beneficiaries.
(ix)
Normal Retirement
.
If the termination
of employment is due
to a Participant’s
retirement on
or after
age 62,
then
if such
retirement occurs
before the
end of
the Company’s
fiscal year
within
which
this
Award
was
granted,
it
shall
vest
in
a
pro-rata
amount
based
on
actual
employment completed during said
fiscal year.
But if such retirement occurs after
the end of
the fiscal year in which it is awarded, then it shall vest fully.
In either case, vested Units shall
be paid
on the
Expiration Date
of the
Restricted Period,
with a
value, if
any,
that otherwise
would be earned under the applicable
performance goals established in the Attachment
based
on actual performance.
(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 these Awards. 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
Code Section 409A.
25.
Dividend
Equivalents.
Subject
to
any
applicable
provisions
in
Attachment
A,
any
dividends
or
other
distributions declared payable on the Company’s Stock on or after the Grant Date of
this Award until the Award
is settled
and/or
forfeited
shall
be
credited
notionally
to
the Participant
in
an
amount
equal
to
such
declared
dividends or other distributions
on an equivalent number
of shares of Stock
(“Dividend Equivalents”).
Dividend
Equivalents so credited shall be paid if,
and only to the extent, the
underlying Performance Stock Units to which
they relate become unrestricted and vest, as provided under the terms of the Plan and this Agreement.
Dividend
Equivalents credited in respect to Performance Stock Units that
are forfeited under the terms of the
Plan and this
document,
are
correspondingly
forfeited.
No
interest
or
other
earnings
shall
be
credited
on
Dividend
Equivalents.
Vested
Dividend Equivalents shall be paid in cash at the same time as the
underlying Performance
Stock Units to which they relate are settled.
26.
Settlement
of Performance
Stock
Units.
Upon vesting
of the
Performance
Stock Units,
settlement
shall
be
completed as soon as administratively practicable
but in no event
later than 30 days
after the vesting date, except
where
such
settlement
following
a
Section
409A
Separation
from
Service
requires
a
six-month
delay.
The
Company
will provide
for settlement
in the
form of
shares of
Stock. At
the Company’s
discretion, additional
restrictions or holding requirements may be imposed on settled Units and
dividend equivalents, if any.
12
27.
Non-Transferability
.
The
Performance
Stock
Units
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 Performance
Stock Units or
of such rights contrary
to the provisions hereof
or in the Plan,
the Performance Stock
Units and
such rights shall immediately become null and void.
28.
Withholding of
Tax.
The Participant acknowledges
that, regardless of
any action taken by
the Company or,
if
different,
the
subsidiary
or
affiliated
company
that
employs
the
Participant
(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
Participant’s
participation in
the Plan
and legally
applicable to
the
Participant or
deemed by
the Company
or the
Employer in
their discretion
to be
an appropriate
charge to
the
Participant even if legally applicable to the
Company or the Employer (“Tax-Related Items”),
is and remains the
Participant’s
responsibility and
may exceed the
amount actually withheld
by the Company
or the Employer,
if
any.
The Participant 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
Performance Stock Units, including, but not limited to, the grant, vesting, the subsequent sale of shares of
Stock
acquired pursuant
to such vesting
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 Performance Stock
Units to reduce or eliminate
the Participant’s liability for Tax
-Related Items or achieve any particular tax result. Further, if the Participant 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
Participant
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 Participant
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 Participant’s
wages or other
cash compensation paid to
the Participant by the
Company and/or the Employer;
(ii) withholding from the
shares
of
Stock
to
be
delivered
upon
settlement
of
the
Performance
Stock
Units
or
other
awards
granted
to
the
Participant or
(iii) permitting
the Participant
to tender
to the
Company cash
or,
if allowed
by the
Committee,
shares of 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
Participant
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 Stock
to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
Stock subject to the Performance Stock Units, notwithstanding that a
number
of shares
of Stock
are held
back solely
for the
purpose of
paying the
Tax-Related
Items. The
Participant will
have
no further
rights with
respect to
any
shares of
Stock that
are retained
by the
Company pursuant
to
this
provision.
The
Participant
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
Participant’s participation
in the
Plan that
cannot be
satisfied by
the means
previously
described.
The Company
may refuse
to issue
or
deliver
shares
of
Stock
or
proceeds
from
the
sale
of
shares
of
Stock
until
arrangements
satisfactory
to
the
Company have been made in connection with the Tax
-Related Items.
29.
Restrictive Covenants;
Confidential Information.
The Participant
agrees to
cooperate with
the Company
in
any way
needed in order
to comply with,
or fulfill the
terms of the
Plan and this
Award
document.
As a term
and condition of this Award,
Participant agrees to the following terms:
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.
13
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
7.b. does
not apply
to Colorado
and Minnesota-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
Award, termination and
forfeiture of
any unvested Units,
and/or required
payment to the
Company of
all or a
portion of
any monetary
gains acquired
by the Participant
as a result
of the Award,
unless the Award
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.
30.
Nature of Grant.
In accepting the Performance Stock Units, the Participant acknowledges and agrees that:
(m)
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);
(n)
the grant of
the Performance Stock
Units is
voluntary and occasional
and does not
create any
contractual
or other right
to receive future
grants of restricted stock
units, or benefits
in lieu of
restricted stock units,
even if restricted stock units or other awards have been granted in the past;
(o)
all decisions with respect to future awards, if any,
will be at the sole discretion of the Company;
(p)
the Participant’s participation
in the Plan is voluntary;
14
(q)
the Performance
Stock Units
and the
Participant’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 Participant’s
employment relationship (as
otherwise may be
permitted under local law);
(r)
unless
otherwise
agreed
with
the
Company,
the
Performance
Stock
Units
and
any
shares
of
Stock
acquired upon vesting of the Performance Stock Units, and the income from and value of
same, are not
granted as consideration for, or
in connection with, any
service the Participant
may provide as a
director
of any subsidiary or affiliate of the Company;
(s)
the Performance Stock Units and any
shares of 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;
(t)
the
future
value
of
the
shares
of
Stock
underlying
the
Performance
Stock
Units
is
unknown,
indeterminable, and cannot be predicted with certainty;
(u)
upon vesting of
the Performance
Stock Units, the
value of such
shares of Stock
may increase or
decrease
in value;
(v)
no
claim
or
entitlement
to
compensation
or
damages
shall
arise
from
forfeiture
of
the
Performance
Stock Units resulting from termination
of the Participant’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
Performance Stock Units,
the Participant agrees
not to institute any
claim against the Company
or the
Employer;
(w)
the
Performance
Stock
Units
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
Performance
Stock Units
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 Stock; and
(x)
neither the Company
nor any of its
Subsidiaries or affiliated
companies shall be
liable for any foreign
exchange rate
fluctuation between
the Participant’s
local currency and
the U.S. dollar
that may affect
the value of the Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
of
the Performance Stock Units.
31.
Data
Privacy.
If the
Participant would
like to
participate in
the Plan,
the Participant
will need
to review
the
information provided in this Section 9 and, where applicable, declare the Participant’s consent to the processing
of personal data by the Company and the third parties stated below.
If
the
Participant
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, is the controller responsible for the processing of the Participant’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 Participant,
specifically, the
Participant’s
name, home address and
telephone
number,
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 Restricted
Stock Units
or any
other entitlement
to
shares
of
Stock
awarded,
canceled,
exercised,
settled,
vested,
unvested
or
outstanding
in
the
Participant’s
favor,
which the Company
receives from
the Participant 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
Participant’s
participation in the Plan and facilitating compliance with applicable
tax and securities law.
If the Participant 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
Participant is
based in
any other
jurisdiction, the
legal basis
for the
processing
of the
Data by
the Company is the Participant’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
Participant to
administer the
Restricted Stock
Units. 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
Participant’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 Participant is based in any other jurisdiction, the Data will be transferred from the Participant’s
jurisdiction to the Company and onward from the Company to any of its
service providers based on the
Participant’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
Participant’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
Participant is
in the
EU, EEA or
United Kingdom)
or the
Participant’s
consent (if
the Participant is outside the EU, EEA or United Kingdom).
(l)
Data
Subject
Rights.
The
Participant
may
have
a
number
of
rights
under
data
privacy
laws
in
the
Participant’s
jurisdiction.
Subject
to
the
conditions
set
out
in
the
applicable
law
and
depending
on
where the Participant
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 Participant’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 Participant can contact
HR
Direct.
(m)
Necessary Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
for the performance
of the Agreement
and that the
Participant’s
refusal to
provide
the Data
would make
it impossible
for the
Company to
perform its
contractual
obligations
and may
affect the Participant’s
ability to participate in the Plan.
(n)
Declaration
of
Consent
(if
the
Participant
is
outside
the
EU,
EEA
and
United
Kingdom).
The
Participant 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 Participant’s
participation in the
Plan. The Participant
understands
that the Participant may, at any time, refuse or withdraw the consents herein,
in any case without cost,
by contacting HR Direct.
If the Participant does not consent or later seeks to revoke the
Participant’s
consent,
the
Participant’s
employment
status
or
service
with
the
Employer
will
not
be
affected;
the
16
Participant’s
consequence of refusing
or withdrawing consent
is that the Company
would not be able
to
award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such
awards.
Therefore,
the
Participant
understands
that
refusing
or
withdrawing
consent
may
affect
the
Participant’s
ability
to
participate
in
the
Plan.
For
more
information on the consequences of refusal to consent or withdrawal of
consent, the Participant should
contact HR Direct.
32.
Clawback
.
This
Award
is
specifically
made
subject
to
the
Company’s
Executive
Compensation
Clawback
Policy.
33.
Insider Trading;
Market Abuse Laws.
By participating in the Plan,
the Participant agrees to comply with the
Company’s policy on insider trading (to the extent that it is applicable to the Participant), the Participant further
acknowledges that, depending on the
Participant’s or his or her broker’s country
of residence or where
the shares
of Stock
are listed,
the Participant
may be
subject to
insider trading
restrictions and/or
market abuse
laws that
may affect the Participant’s ability
to accept, acquire,
sell or
otherwise dispose of
shares of Stock,
rights to shares
of
Stock
(e.g.,
restricted
stock
units)
or
rights
linked
to
the
value
of
shares
of
Stock,
during
such
times
the
Participant
is
considered
to
have
“inside
information”
regarding
the
Company
as
defined
by
the
laws
or
regulations in the Participant’s country.
Local insider trading laws and regulations may prohibit the cancellation
or amendment of
orders the Participant
places before he
or she possessed
inside information.
Furthermore, the
Participant 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
Participant
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
Participant
acknowledges
that
it
is
the
Participant’s
responsibility
to
comply
with
any
applicable restrictions, and that the
Participant should therefore consult the Participant’s personal advisor on
this
matter.
34.
Electronic
Delivery.
The
Participant
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
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
Participant
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.
35.
English Language.
The Participant acknowledges
and agrees that it
is the Participant’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 Performance Stock
Units be drawn up in
English. To the extent the Participant 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.
36.
Addendum.
Notwithstanding any
provisions in
this Agreement,
the Performance
Stock Units shall
be subject
to
any
special
terms
and
conditions
set
forth
in
the
Country-Specific
Addendum
to
this
Agreement
(the
“Addendum”).
Moreover,
if the
Participant transfers
to one
of the
countries included
in such
Addendum,
the
special terms and conditions
for such country will
apply to the Participant,
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
Participant’s
transfer).
The
Addendum
constitutes
part
of
this
Agreement.
37.
Not a
Public Offering
. The
award of
the Performance
Stock Units
is not
intended
to be
a public
offering
of
securities in the
Participant’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
Performance
Stock
Units
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
Participant on
whether he/she
should participate
in the
Plan. Acquiring
shares
of
Stock
involves
a
degree
of
risk.
Before
deciding
to
participate
in
the
Plan,
the
Participant
should
carefully
consider
all risk
factors relevant
to the
acquisition
of shares
of Stock
under the
Plan
and carefully
17
review
all of
the materials
related
to the
Performance
Stock Units
and the
Plan. In
addition,
the Participant
should consult with his/her personal advisor for professional
investment advice.
38.
Repatriation; Compliance with
Law
. The Participant
agrees to repatriate
all payments attributable
to the
shares
of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations in the
Participant’s country
of employment (and
country of residence,
if different). In
addition, the
Participant 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
Participant’s
country
of
employment (and country of residence, if different). Finally, the Participant agrees to take any and all actions as
may be required to comply with the Participant’s personal obligations under
local laws, rules and/or regulations
in the Participant’s country of employment
and country of residence, if different).
39.
Imposition
of
Other
Requirements
.
The
Company
reserves
the
right
to
impose
other
requirements
on
the
Participant’s participation in the Plan, on
the Performance Stock Unit,
and on any
shares of 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
Participant
to
sign
any
additional
agreements
or
undertakings
that
may
be
necessary
to
accomplish the foregoing.
40.
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
Performance Stock
Unit. 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.
41.
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 Participant.
42.
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.
43.
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.
44.
Waiver
. The waiver by the Company
with respect to Participant’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.
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.
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
2
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.
(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.
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
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.
(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, 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.
(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.
3
(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
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
4
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 Colorado
and Minnesota-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.
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.
5
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
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
6
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 Participant would like to participate in the Plan, the Participant will need to review
the information
provided in this Section
8 and, where applicable,
declare the Participant’s
consent to the processing
of personal data by
the Company and the third parties stated below
.
If the Participant 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 Participant’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
Participant, specifically,
the Participant’s
name, home address
and
telephone
number,
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
Restricted
Stock
Units
or any
other
entitlement
to
shares
of
Stock
awarded,
canceled,
exercised,
settled,
vested,
unvested
or
outstanding
in
the
Participant’s
favor,
which the
Company receives
from
the Participant
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
Participant’s
participation in the Plan and facilitating compliance with applicable tax
and securities law.
If the Participant 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 Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’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
Participant to
administer the
Restricted Stock
Units. 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
Participant’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 Participant is based
in any other jurisdiction, the
Data will be transferred from
the Participant’s
jurisdiction to the Company and onward from
the Company to any of its service providers based on the
Participant’s
consent, as further described below.
(d)
Data Retention. The Company will use the Data
only as long as necessary to implement, administer
and
manage the
Participant’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
7
Participant
is in
the EU,
EEA or
United Kingdom)
or the
Participant’s
consent (if
the Participant
is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject
Rights.
The
Participant
may
have
a
number
of
rights
under
data
privacy
laws
in
the
Participant’s jurisdiction. Subject to the conditions
set out
in the
applicable law and
depending on where
the Participant 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 Participant’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 Participant can contact
HR Direct.
(f)
Necessary Disclosure of Personal
Data. The Participant understands that providing
the Company with
Data is
necessary for
the performance
of the
Agreement
and that
the Participant’s
refusal
to provide
the
Data
would
make
it
impossible
for
the
Company
to
perform
its
contractual
obligations
and
may
affect the Participant’s
ability to participate in the Plan.
(g)
Declaration of Consent (if
the Participant is
outside the EU,
EEA and United
Kingdom). The Participant
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 Participant’s
participation in the Plan.
The Participant understands that
the Participant
may,
at any
time, refuse
or withdraw
the consents
herein,
in any
case without
cost, by
contacting HR
Direct.
If
the
Participant
does
not
consent
or
later
seeks
to
revoke
the
Participant’s
consent,
the
Participant’s
employment
status
or
service
with
the
Employer
will
not
be
affected;
the
Participant’s
consequence of
refusing or
withdrawing consent
is that
the Company
would not
be able
to award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such awards.
Therefore,
the Participant
understands
that refusing
or withdrawing
consent
may affect the
Participant’s
ability to participate
in the Plan.
For more information on the
consequences
of refusal to consent or withdrawal of consent,
the Participant 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 Policy.
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
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
8
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.
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.
9
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.
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.
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, and only
upon the
execution (without revoking)
of an effective
general legal release
and such other
documents as are
satisfactory to
the Company, and (A) to the extent these Stock
Options are already exercisable on
the Termination Date, they shall
remain exercisable for the
lesser of one year from
the date of termination,
or until the Expiration Date;
and/or (B)
to the extent
these Stock Options
are not yet
exercisable on the
Termination Date, then the tranche
with a Scheduled
Date Exercisable within 12 months of the Termination
Date, shall become exercisable as of the Termination
Date,
in a pro-rata amount based
on actual employment completed during
the relevant 12 month tranche
vesting period,
with such newly-exercisable Stock
Options remaining exercisable for
one year from the Termination
Date.
Stock
Options that do
not become
exercisable based
on the previous
provisions shall
be forfeited
as of the
Termination
Date.
(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)
Retirement.
If the termination of employment is due to retirement on or after age 62, the Optionee
may, effective
as of each tranche’s Scheduled
Date Exercisable, exercise these Stock Options until the Expiration
Date.
If the
Participant retires before age 62 but after age 55, (A) any tranche not already
exercisable on the Termination
Date
shall either become exercisable if its respective Scheduled Date Exercisable
is within 12 months of the
Termination
Date, and remain so until the Expiration Date, in a pro-rata amount based on actual employment
completed during the tranche’s 12
month vesting period, or be forfeited if the tranche’s
Scheduled Date
Exercisable is more than 12 months from the Termination
Date; and (B) if any tranches are exercisable they shall
remain exercisable until the Expiration 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
Optionee to
sell any
shares of
Common Stock
the Optionee
acquires under
the Plan
immediately or
within a
specified
12
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 Colorado and Minnesota-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 Participant would like to participate in the Plan, the Participant will need to review the information provided
in this Section 8 and, where
applicable, declare the
Participant’s
consent to the processing
of personal data by the Company
and
the third parties stated below.
If the
Participant 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 Participant’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 Participant,
specifically,
the Participant’s
name,
home
address
and
telephone
number,
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
Restricted Stock
Units or
any other
entitlement to
shares of
Stock awarded,
canceled, exercised,
settled,
vested, unvested or
outstanding in the Participant’s
favor,
which the Company receives
from the
Participant or
the Employer (the “Data”).
The Company collects, processes
and uses the Data for
the purposes of performing
15
its contractual
obligations under this
Agreement, implementing,
administering and
managing the Participant’s
participation in the Plan and facilitating compliance with applicable
tax and securities law.
If the Participant 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 Participant is
based in any other
jurisdiction, the legal basis
for the processing of the
Data by the Company
is the Participant’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
Participant
to
administer
the
Restricted
Stock
Units.
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 Participant’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
Participant
is
based
in
any
other
jurisdiction,
the
Data
will
be
transferred
from
the
Participant’s
jurisdiction
to
the
Company
and
onward
from
the
Company
to
any
of
its
service
providers
based
on
the
Participant’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
Participant’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
Participant is
in the
EU, EEA
or United
Kingdom) or the Participant’s
consent (if the Participant is outside the EU, EEA or United Kingdom).
(l)
Data Subject Rights.
The Participant may have
a number of rights
under data privacy
laws in the Participant’s
jurisdiction. Subject
to the
conditions set
out in
the applicable
law and
depending on
where the
Participant 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 Participant’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
Participant can contact HR Direct.
(m)
Necessary Disclosure
of Personal Data.
The Participant understands
that providing
the Company with
Data is
necessary for
the performance
of the
Agreement
and that
the Participant’s
refusal
to provide
the Data
would
make it impossible
for the Company
to perform its
contractual obligations and
may affect the
Participant’s
ability
to participate in the Plan.
(n)
Declaration of Consent (if the Participant is outside the EU, EEA and United Kingdom). The Participant 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
Participant’s
participation in the Plan. The Participant understands that the Participant
may, at any time, refuse or withdraw
the consents
herein,
in any
case without
cost, by
contacting HR
Direct.
If the
Participant does
not consent
or
later seeks to revoke the Participant’s consent, the Participant’s
employment status or service with the Employer
will not be
affected; the Participant’s consequence of refusing or withdrawing
consent is that
the Company would
not
be
able
to
award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such
awards.
Therefore,
the
Participant
understands
that
refusing
or
withdrawing
16
consent may affect the Participant’s ability to participate in the Plan. For more information on the
consequences
of refusal to consent or withdrawal of consent,
the Participant 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 Policy.
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
17
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.
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.
EX-10.3
1
Exhibit 10.3
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
NUMBER
OF
UNITS
AWARD
ED:
EXPIRATION
DATE
OF
RESTRICTED
PERIOD:
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
Restricted
Stock
Unit
Award
Agreement
(“Agreement”).
The Participant: (i) acknowledges
receipt of a
copy of the Plan
and Plan prospectus,
(ii) represents
that the
Participant has
carefully read
and is familiar
with the provisions
of this
Agreement and
the Plan,
and (iii)
hereby accepts the
Restricted Stock Units
subject to all
of the terms
and conditions set
forth herein, and
in the
Plan.
If
the Participant
does not
wish to
receive the
Restricted Stock
Units and/or
does not
consent and
agree to
the terms
and conditions on which the Restricted Stock Units are offered,
as set forth in this Agreement and the Plan, then the
Participant
must
reject
this
Award
via
the
website
of
the
Company’s
designated
broker,
no
later
than
60
days
following
the
Grant
Date.
If
the
Participant
rejects
this
Award,
this
Award
will
immediately
be
forfeited
and
cancelled.
The Participant’s
failure to
reject this
Award
within this
60 day
period will
constitute the
Participant’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 above Grant Date,
is made by General Mills,
Inc., and made to the
person named above (the
"Participant" or referred to as “I”, “you”,
or “my”) (“Award”).
1.
Award
of Units
. Each unit
awarded represents
the right
to receive
one share
of the
Company common
stock, par value
USD 0.10 per
share (“Stock”). The
units granted pursuant
to this
Agreement are referred
to as
the “Restricted Stock
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
meanings ascribed to them under the Plan.
2.
Vesting/Payment
of Restricted Stock Units; Forfeiture.
(a)
Vesting/Payment
Schedule
. Restricted
Stock Units
shall vest
in tranches
,
each tranche
having
its own
12
month vesting period occurring
consecutively,
starting on the Grant
Date.
Vested
units in a tranche
shall be
paid on the respective Scheduled Vesting
Date, subject to the terms of this Agreement and the Plan.
Tranche
Number of Units
Scheduled Vesting
Date
(b)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
the Restricted Stock Units awarded
hereunder
are subject
to forfeiture
if the
Participant’s
employment
with the
Company
or any
subsidiary or
affiliated companies (the “Company”)
terminates under certain
circumstances before the
respective Scheduled
Vesting
Dates, as herein provided.
(i)
Resignation
or
Termination
for
Cause.
If
the
Participant’s
employment
with
the
Company
is
terminated by either (i) resignation, or (ii) a discharge due to
Participant’s illegal activities, poor work
performance, misconduct or violation
of the Company’s
Code of Conduct, policies
or practices, then
these Restricted Stock Units, to
the extent they are
not previously vested as of
the Termination
Date,
shall for no consideration be cancelled and forfeited. For the avoidance of doubt, “Termination
Date”
2
for purposes
of this
Award
will be
deemed to
occur as
of the
date Participant
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.
(ii)
Involuntary Termination.
If the Participant’s employment with the Company 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 Participant’s
age and years of service
with the Company equals or
exceeds 70, all Restricted Stock Units
not previously vested shall
become vested
and be paid
based on
each tranche
on the respective
Scheduled Vesting
Dates
otherwise applicable to each tranche.
b)
In the event that at the
Termination
Date, the sum of the Participant’s
age and years of service
with the
Company is
less than
70, the
unvested Restricted
Stock Units
that are
in the
tranche
with
a
Scheduled
Vesting
Date
within
12
months
of
the
Termination
Date
shall
vest,
in
an
amount equal
to the
pro-rata amount
based on
employment completed
during the
relevant 12
month tranche vesting period.
All other unvested Restricted Stock Units shall be forfeited as of
the Termination
Date. All
Restricted Stock
Units that
vest under
this paragraph
shall be
paid
on the respective Scheduled Vesting
Date otherwise applicable to such tranche.
(iii)
Death
.
If a
Participant dies
while employed
by the
Company during
any applicable
vesting period,
this Award shall become fully vested, effective
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
(iv)
Retirement.
If the termination of employment is due to the Participant’s retireme
nt on or after age 55
and completion
of at
least five
(5) years
of service
with the
Company,
all Restricted
Stock Units
in
unvested
tranches
shall
vest
and
be
paid
on
each
tranche’s
respective
Scheduled
Vesting
Date.
Notwithstanding the above, the terms of this paragraph shall not apply to a Participant who, prior to a
Change of Control, is
terminated for cause
as described in
(b)(i) above; said
Participant shall be
treated
as provided in (b)(i) above.
(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 these Awards. 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 Code Section
409A.
3.
Dividend
Equivalents.
For
Restricted
Stock
Units
awarded
hereunder,
any
dividends
or
other
distributions
declared
payable on
the Company’s
Stock on
or after
the Grant
Date until
the Award
is settled
and/or forfeited
shall be
credited
notionally to the Participant in an amount equal to such declared dividends or other distributions on an equivalent number
of shares of Stock (“Dividend Equivalents”).
Dividend Equivalents so credited shall be paid if, and only to the
extent, the
underlying Restricted
Stock Units to
which they
relate become unrestricted
and vest, as
provided under
the terms of
the
Plan and this Agreement.
Dividend Equivalents credited
in respect to Restricted
Stock Units that are
forfeited under the
terms of
the Plan
and
this document,
are correspondingly
forfeited.
No interest
or other
earnings
shall be
credited
on
Dividend Equivalents.
Vested
Dividend Equivalents
shall be paid
in cash at
the same time
as the underlying
Restricted
Stock Units to which they relate.
4.
Settlement of
Restricted Stock
Units.
Settlement shall
be completed
as soon
as administratively
practicable but
in no
event later than
30 days after
the date the
Restricted Stock Units
vest, except where
such settlement following
a Section
409A Separation from Service requires a six-month delay. The Company will provide for settlement in the form of shares
of Stock.
Awards
subject to
proper deferral
elections shall
be deferred
into the
General Mills
Deferred
Compensation
Plan.
3
5.
Non-Transferability
.
The
Restricted
Stock
Units
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 Restricted
Stock Units or
of such rights
contrary
to the provisions hereof or in the Plan,
the Restricted Stock Units and such rights shall
immediately become null and void.
6.
Withholding of
Tax
. The Participant acknowledges
that, regardless of
any action taken by
the Company or, if
different,
the subsidiary
or affiliated
company that
employs the
Participant (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
Participant’s
participation in
the Plan and
legally applicable
to the Participant
or deemed by
the Company
or the Employer in their discretion to
be an appropriate charge to the Participant even
if legally applicable to the Company
or the Employer
(“Tax-Related Items”), is and remains
the Participant’s responsibility and
may exceed the
amount actually
withheld
by the
Company or
the Employer,
if any.
The Participant
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 Restricted Stock Units,
including, but not limited
to, the grant, vesting,
the subsequent sale of
shares
of Stock acquired
pursuant to such
vesting and the
receipt of any
dividends,
or dividend equivalents;
and (b) do not
commit
to and are under
no obligation to structure
the terms of the
grant or any aspect
of the Restricted Stock
Units to reduce or
eliminate the Participant’s liability for Tax
-Related Items or achieve any particular tax result. Further, if the Participant 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
Participant
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 Participant 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
Participant’s
wages or other
cash compensation
paid to the
Participant by
the
Company and/or the Employer; (ii) withholding from the shares
of Stock to be delivered upon settlement of
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of 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
Participant 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
Stock
to
be
delivered
upon
vesting
of
the
Restricted
Stock
Units,
for
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
Restricted Stock
Units, notwithstanding
that a number
of shares
of Stock
are held
back solely
for the purpose
of paying
the Ta
x-Related
Items. The
Participant will
have no
further rights
with respect
to any
shares of
Stock that
are retained
by the
Company
pursuant to this provision.
The Participant 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
Participant’s participation
in the Plan that
cannot
be satisfied by the
means previously described.
The Company may refuse
to issue or deliver shares
of Stock or proceeds
from the
sale of shares
of Stock until
arrangements satisfactory
to the Company
have been made
in connection with
the
Tax-Related Items.
7.
Restrictive Covenants;
Confidential Information
. The
Participant agrees
to cooperate
with the
Company in
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
document.
As a term and condition of this
Award,
Participant 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
4
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 7.b. does
not apply to Colorado
and Minnesota-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.
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 Award,
termination and
forfeiture of any unvested Units, and/or required payment
to the Company of all or a portion of any monetary gains
acquired by
the Participant
as a
result of
the Award,
unless the
Award
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.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant 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 Restricted Stock
Units is voluntary
and occasional and
does not create
any contractual
or other right to receive future
grants of restricted stock units, or
benefits in lieu of restricted
stock units,
even if restricted stock units 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 Participant’s participation
in the Plan is voluntary;
(e)
the
Restricted
Stock
Units
and
the
Participant’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 Participant’s
employment relationship
(as otherwise
may be
permitted under local law);
5
(f)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
Stock acquired
upon vesting of
the Restricted Stock
Units, and the income
from and value of
same, are not granted
as
consideration
for,
or in
connection with,
any service
the Participant
may provide
as a
director of
any
subsidiary or affiliate of the Company;
(g)
the Restricted Stock Units and any shares of 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
Stock underlying the
Restricted Stock Units
is unknown, indeterminable,
and cannot be predicted with certainty;
(i)
upon vesting of
the Restricted Stock Units,
the value of such
shares of Stock may
increase or decrease
in value;
(j)
no claim or
entitlement to compensation
or damages shall
arise from forfeiture
of the Restricted Stock
Units
resulting
from
termination
of
the
Participant’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 Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
the Employer;
(k)
the Restricted Stock Units and the rights evidenced by this Agreement do not create any entitlement not
otherwise
specifically
provided
for
in
the
Plan
to
have
the
Restricted
Stock
Units
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 Stock; and
(l)
neither the
Company nor
any of its
Subsidiaries or
affiliated companies
shall be liable
for any
foreign
exchange rate
fluctuation between
the Participant’s
local currency
and the
U.S. dollar
that may
affect
the value of the Restricted
Stock Units or any amounts due
to the Participant pursuant to
the vesting of
the Restricted
Stock Units
or the
subsequent sale
of any
shares of
Stock acquired
upon vesting
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
the information
provided in this Section
9 and, where applicable,
declare the Participant’s
consent to the processing
of personal data by
the Company and the third parties stated below.
If the Participant 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 Participant’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
Participant, specifically,
the Participant’s
name, home address
and
telephone
number,
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
Restricted
Stock
Units
or any
other
entitlement
to
shares
of
Stock
awarded,
canceled,
exercised,
settled,
vested,
unvested
or
outstanding
in
the
Participant’s
favor,
which the
Company receives
from
the Participant
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
Participant’s
participation in the Plan and facilitating compliance with applicable
tax and securities law.
If the Participant 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.
6
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’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
Participant to
administer the
Restricted Stock
Units. 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
Participant’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 Participant is based
in any other jurisdiction, the
Data will be transferred from
the Participant’s
jurisdiction to the Company and onward from
the Company to any of its service providers based on the
Participant’s
consent, as further described below.
(d)
Data Retention. The Company will use the Data
only as long as necessary to implement, administer
and
manage the
Participant’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
Participant
is in
the EU,
EEA or
United Kingdom)
or the
Participant’s
consent (if
the Participant
is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject
Rights.
The
Participant
may
have
a
number
of
rights
under
data
privacy
laws
in
the
Participant’s jurisdiction. Subject to the conditions
set out
in the
applicable law and
depending on where
the Participant 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 Participant’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 Participant can contact
HR Direct.
(f)
Necessary Disclosure of Personal
Data. The Participant understands that providing
the Company with
Data is
necessary for
the performance
of the
Agreement
and that
the Participant’s
refusal
to provide
the
Data
would
make
it impossible
for
the
Company
to
perform
its
contractual
obligations
and
may
affect the Participant’s
ability to participate in the Plan.
(g)
Declaration of Consent (if
the Participant is
outside the EU,
EEA and United
Kingdom). The Participant
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 Participant’s
participation in the Plan.
The Participant understands that
the Participant
may,
at any
time, refuse
or withdraw
the consents
herein,
in any
case without
cost, by
contacting HR
Direct.
If
the
Participant
does
not
consent
or
later
seeks
to
revoke
the
Participant’s
consent,
the
Participant’s
employment
status
or
service
with
the
Employer
will
not
be
affected;
the
Participant’s
consequence of
refusing or
withdrawing consent
is that
the Company
would not
be able
to award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such awards.
Therefore,
the Participant
understands
that refusing
or withdrawing
consent
may affect the
Participant’s
ability to participate
in the Plan.
For more information on the
consequences
of refusal to consent or withdrawal of consent,
the Participant should contact HR Direct.
10.
Clawback
. This Award
is specifically made subject to the Company’s Executive
Compensation Clawback Policy.
11.
Insider Trading; Market Abuse Laws
. By participating in
the Plan, the
Participant agrees to
comply with the
Company’s
policy on
insider trading (to
the extent that
it is applicable
to the Participant),
the Participant further
acknowledges that,
7
depending
on the
Participant’s
or
his
or
her broker’s
country
of residence
or where
the shares
of
Stock
are
listed,
the
Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
acquire, sell
or otherwise
dispose of
shares of
Stock, rights
to shares
of Stock
(e.g., restricted
stock units)
or
rights linked to the value
of shares of Stock, during
such times the Participant is
considered to have “inside
information”
regarding the Company
as defined by the
laws or regulations in
the Participant’s
country. Local
insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant 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 Participant
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 Participant acknowledges that it
is the Participant’s
responsibility to comply with any
applicable restrictions,
and that the Participant should therefore consult the Participant’s
personal advisor on this matter.
12.
Electronic Delivery
. The Participant 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
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
Participant 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.
13.
English Language
. The Participant acknowledges and agrees that
it is the Participant’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
Restricted
Stock
Units
be
drawn
up
in
English.
To
the
extent
the
Participant
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.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
Addendum to this Agreement (the “Addendum”). Moreover,
if the
Participant transfers to one of the countries included in such
Addendum, the special terms and conditions for such country
will apply
to the
Participant, 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
Participant’s
transfer).
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’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 Restricted Stock Units 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 Participant
on
whether he/she
should
participate in
the Plan.
Acquiring shares
of Stock
involves a
degree
of risk.
Before
deciding
to
participate in
the Plan,
the Participant
should carefully
consider all risk
factors relevant
to the acquisition
of shares
of
Stock
under
the
Plan
and
carefully
review
all
of
the
materials
related
to
the
Restricted
Stock
Units
and
the
Plan.
In
addition, the Participant should consult with his/her personal advisor for professional
investment advice.
16.
Repatriation; Compliance with Law.
The Participant agrees to repatriate all
payments attributable to the shares of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations
in
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant
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 Participant’s
country
of employment
(and country
of residence,
if different).
Finally,
the Participant
agrees to
take any
and all
actions as
may be
required to
comply with
the Participant’s
personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and
country of residence,
if different).
17.
Imposition of Other
Requirements.
The Company reserves
the right to
impose other requirements
on the Participant’s
participation in the Plan, on
the Restricted Stock Units, and on
any shares of 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 Participant
to
sign any additional agreements or undertakings that may be necessary to accomplish
the foregoing.
8
18.
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
Restricted
Stock
Units.
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
.
19.
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 Participant.
20.
Governing
Law
and
Forum
.
Without
limiting
the
effect
of
section
17,
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.
21.
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.
22.
Waiver
.
The
waiver
by
the
Company
with
respect
to
Employee’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.
2022Stock
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.
9
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
NUMBER
OF
UNITS
SUBJECT
TO AWARD:
EXPIRATION DATE
OF RESTRICTED
PERIOD:
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
Restricted
Stock
Unit
Award
Agreement
(“Agreement”).
The Participant: (i) acknowledges
receipt of a
copy of the Plan
and Plan prospectus,
(ii) represents
that the
Participant has
carefully read
and is familiar
with the provisions
of this
Agreement and
the Plan,
and (iii)
hereby accepts the
Restricted Stock Units
subject to all
of the terms
and conditions set
forth herein, and
in the
Plan.
If
the Participant
does not
wish to
receive the
Restricted Stock
Units and/or
does not
consent and
agree to
the terms
and conditions on which the Restricted Stock Units are offered,
as set forth in this Agreement and the Plan, then the
Participant
must
reject
this
Award
via
the
website
of
the
Company’s
designated
broker,
no
later
than
60
days
following
the
Grant
Date.
If
the
Participant
rejects
this
Award,
this
Award
will
immediately
be
forfeited
and
cancelled.
The Participant’s
failure to
reject this
Award
within this
60 day
period will
constitute the
Participant’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 above Grant Date,
is made by General Mills,
Inc., and made to the
person named above (the
"Participant" or referred to as “I”, “you”,
or “my”) (“Award”).
1.
Award
of Units
. Each unit
awarded represents
the right
to receive
one share
of the
Company common
stock, par value
USD 0.10 per
share (“Stock”). The
units granted pursuant
to this
Agreement are referred
to as
the “Restricted Stock
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
meanings ascribed to them under the Plan.
2.
Vesting of
Restricted Stock Units; Forfeiture of Restricted Stock Units.
(c)
Vesting Schedule
. Restricted Stock
Units shall vest
in tranches, each
tranche having its
own 12 month
vesting
period
occurring consecutively,
starting on
the Grant
Date.
Vested
units in
a tranche
shall be
paid
on the
respective Scheduled Vesting
Date, subject to the terms of this Agreement and the Plan.
Tranche
Number of Units
Scheduled Vesting
Date
(d)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
the Restricted Stock Units awarded
hereunder
are subject
to forfeiture
if the
Participant’s
employment
with the
Company
or any
subsidiary or
affiliated companies (the “Company”)
terminates under certain
circumstances before the
respective Scheduled
Vesting
Dates, as herein provided.
(vi)
Termination
for
Cause.
If
the
Participant’s
employment
with
the
Company
is
terminated
by
a
discharge due to Participant’s illegal activities, poor
work performance, misconduct or violation
of the
Company’s
Code of
Conduct, policies
or practices,
then these
Restricted Stock
Units, to
the extent
they
are
not
fully
vested
as
of
the
Termination
Date,
shall
for
no
consideration
be
cancelled
and
forfeited in their entirety. For the avoidance
of doubt, “Termination Date” for purposes of this Award
will
be
deemed
to
occur
as
of
the
date
Participant
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
10
to
such
termination,
including
any
“garden
leave”
or
similar
period,
except
as
may
otherwise
be
permitted in the Company’s sole discretion.
(vii)
Involuntary
Termination/Early
Retirement.
If
the
Participant’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, the
unvested
Restricted
Stock
Units
that
are
in
the
tranche
with
a
Scheduled
Vesting
Date
within
12
months of the
Termination Date shall vest
in a
pro-rata amount based
on actual employment
completed
during the relevant
12 month tranche
vesting period. All
other unvested Restricted
Stock Units shall
be forfeited as of the Termination Date.
Restricted Stock Units that vest under this paragraph shall be
paid (or deferred, if properly
elected) on the respective Scheduled
Vesting
Date otherwise applicable
to such tranche.
No Restricted
Stock Units
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 a
Participant dies
while employed
by the
Company during
any applicable
vesting period,
this Award shall become fully vested, effective
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
(ix)
Normal Retirement.
If the termination of employment is due to the Participant’s retirement on or after
age 62, all Restricted Stock Units in unvested tranches shall vest, and be paid (or deferred, if properly
elected) on each
tranche’s
respective Scheduled
Vesting
Date. Notwithstanding the
above, the terms
of this paragraph shall
not apply to a Participant
who, prior to a Change
of Control, is terminated
for
cause as described in (b)(i) above.
(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 these Awards. 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 Code Section
409A.
3.
Dividend Equivalents.
Any dividends
or other
distributions declared
payable on
the Company’s
Stock on
or after
the
Grant Date
of this
Award
until the
Award
is settled
and/or forfeited
shall be
credited notionally
to the
Participant in
an
amount equal
to such
declared dividends
or other
distributions on
an equivalent
number of
shares of
Stock (“Dividend
Equivalents”).
Dividend Equivalents so credited
shall be paid if,
and only to the
extent, the underlying
Restricted Stock
Units to
which
they
relate become
unrestricted
and
vest, as
provided
under the
terms of
the Plan
and
this Agreement.
Dividend Equivalents credited
in respect to
Restricted Stock Units
that are forfeited
under the terms
of the Plan
and this
document, are correspondingly forfeited.
No interest or other earnings shall be credited
on Dividend Equivalents.
Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Restricted Stock Units to which they relate.
4.
Settlement of
Restricted Stock
Units.
Settlement shall
be completed
as soon
as administratively
practicable but
in no
event later than 30 days after the
date on which payment is supposed to be
made under this Agreement, except where such
settlement following a Section 409A
Separation from Service requires
a six-month delay.
The Company will provide for
settlement in the form of shares of Stock.
5.
Non-Transferability
.
The
Restricted
Stock
Units
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 Restricted
Stock Units or
of such rights
contrary
to the provisions hereof or in the Plan,
the Restricted Stock Units and such rights shall
immediately become null and void.
6.
Withholding of
Tax
. The Participant acknowledges
that, regardless of
any action taken by
the Company or, if
different,
the subsidiary
or affiliated
company that
employs the
Participant (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
Participant’s
participation in
the Plan and
legally applicable
to the Participant
or deemed by
the Company
or the Employer in their discretion to
be an appropriate charge to the Participant even
if legally applicable to the Company
or the Employer
(“Tax-Related Items”), is and remains
the Participant’s responsibility and
may exceed the
amount actually
withheld
by the
Company or
the Employer,
if any.
The Participant
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 Restricted Stock Units,
including, but not limited
to, the grant, vesting,
the subsequent sale of
shares
11
of Stock
acquired pursuant
to such vesting
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
Restricted
Stock
Units
to
reduce
or
eliminate
the
Participant’s
liability for
Tax-Related
Items or
achieve any
particular tax
result. Further,
if the
Participant 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
Participant
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 Participant 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
Participant’s
wages or other
cash compensation
paid to the
Participant by
the
Company and/or the Employer; (ii) withholding from the shares
of Stock to be delivered upon settlement of
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of 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
Participant 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
Stock
to
be
delivered
upon
vesting
of
the
Restricted
Stock
Units,
for
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
Restricted Stock
Units, notwithstanding
that a number
of shares
of Stock
are held
back solely
for the purpose
of paying
the Tax
-Related
Items. The
Participant will
have no
further rights
with respect
to any
shares of
Stock that
are retained
by the
Company
pursuant to this provision.
The Participant 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
Participant’s
participation in the Plan
that cannot
be satisfied by the
means previously described.
The Company may refuse
to issue or deliver shares
of Stock or proceeds
from the
sale of shares
of Stock until
arrangements satisfactory
to the Company
have been made
in connection
with the
Tax-Related Items.
7.
Restrictive Covenants;
Confidential Information
. The
Participant agrees
to cooperate
with the
Company in
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
document.
As a term and condition of this
Award,
Participant agrees to the following terms:
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
12
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 7.b. does
not apply to Colorado
and Minnesota-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.
i.
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.
A breach
of the
obligations set
forth in
this paragraph
may result
in the
rescission of
the Award,
termination and
forfeiture of any unvested Units, and/or required payment
to the Company of all or a portion of any monetary gains
acquired by
the Participant
as a
result of
the Award,
unless the
Award
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.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and agrees
that:
(m)
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);
(n)
the grant of
the Restricted Stock
Units is voluntary
and occasional and
does not create
any contractual
or other right to receive future
grants of restricted stock units, or
benefits in lieu of restricted
stock units,
even if restricted stock units or other awards have been granted in the past;
(o)
all decisions with respect to future awards, if any,
will be at the sole discretion of the Company;
(p)
the Participant’s participation
in the Plan is voluntary;
(q)
the
Restricted
Stock
Units
and
the
Participant’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 Participant’s
employment relationship
(as otherwise
may be
permitted under local law);
(r)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
Stock acquired
upon vesting of
the Restricted Stock
Units, and the income
from and value of
same, are not granted
as
consideration
for,
or in
connection with,
any service
the Participant
may provide
as a
director of
any
subsidiary or affiliate of the Company;
(s)
the Restricted Stock Units and any shares of 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
13
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;
(t)
the future value
of the
shares of
Stock underlying the
Restricted Stock Units
is unknown, indeterminable,
and cannot be predicted with certainty;
(u)
upon vesting of
the Restricted Stock Units,
the value of such
shares of Stock may
increase or decrease
in value;
(v)
no claim or
entitlement to compensation
or damages shall
arise from forfeiture
of the Restricted Stock
Units
resulting
from
termination
of
the
Participant’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 Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
the Employer;
(w)
the Restricted Stock
Units 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 Restricted Stock
Units 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 Stock; and
(x)
neither the
Company nor
any of its
Subsidiaries or
affiliated companies
shall be liable
for any
foreign
exchange rate
fluctuation between
the Participant’s
local currency
and the
U.S. dollar
that may
affect
the value of the Restricted
Stock Units or any amounts
due to the Participant pursuant
to the vesting of
the Restricted
Stock Units
or the
subsequent sale
of any
shares of
Stock acquired
upon vesting
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
the information
provided in this Section
9 and, where applicable,
declare the Participant’s
consent to the processing
of personal data by
the Company and the third parties stated below.
If the Participant 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 Participant’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
Participant, specifically,
the Participant’s
name, home address
and
telephone
number,
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
Restricted
Stock
Units
or any
other
entitlement
to
shares
of
Stock
awarded,
canceled,
exercised,
settled,
vested,
unvested
or
outstanding
in
the
Participant’s
favor,
which the
Company receives
from
the Participant
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
Participant’s
participation in the Plan and facilitating compliance with applicable
tax and securities law.
If the Participant 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 Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’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 Participant to
administer the
Restricted Stock
Units. The
processing
of Data
will take
place through
both electronic
14
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
Participant’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 Participant is based
in any other jurisdiction, the
Data will be transferred from
the Participant’s
jurisdiction to the Company and onward from
the Company to any of its service providers based on the
Participant’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
Participant’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
Participant
is in
the EU,
EEA or
United Kingdom)
or the
Participant’s
consent (if
the Participant
is
outside the EU, EEA or United Kingdom).
(l)
Data
Subject
Rights.
The
Participant
may
have
a
number
of
rights
under
data
privacy
laws
in
the
Participant’s jurisdiction. Subject to the conditions
set out
in the applicable
law and
depending on where
the Participant 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 Participant’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 Participant can contact
HR Direct.
(m)
Necessary Disclosure of Personal
Data. The Participant understands that providing
the Company with
Data is
necessary for
the performance
of the
Agreement
and that
the Participant’s
refusal
to provide
the
Data
would
make
it impossible
for
the
Company
to
perform
its
contractual
obligations
and
may
affect the Participant’s
ability to participate in the Plan.
(n)
Declaration of Consent (if
the Participant is
outside the EU,
EEA and United
Kingdom). The Participant
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 Participant’s
participation in the Plan.
The Participant understands that
the Participant
may,
at any
time, refuse
or withdraw
the consents
herein,
in any
case without
cost, by
contacting HR
Direct.
If
the
Participant
does
not
consent
or
later
seeks
to
revoke
the
Participant’s
consent,
the
Participant’s
employment
status
or
service
with
the
Employer
will
not
be
affected;
the
Participant’s
consequence of
refusing or
withdrawing consent
is that
the Company
would not
be able
to award
the
Participant
Restricted
Stock
Units
or
any
other
equity
award
to
the
Participant
or
administer
or
maintain
such awards.
Therefore,
the Participant
understands
that refusing
or withdrawing
consent
may affect the
Participant’s
ability to participate
in the Plan.
For more information on the
consequences
of refusal to consent or withdrawal of consent,
the Participant should contact HR Direct.
10.
Clawback
. This Award
is specifically made subject to the Company’s Executive
Compensation Clawback Policy.
11.
Insider Trading; Market Abuse Laws
. By participating in
the Plan, the
Participant agrees to
comply with the
Company’s
policy on
insider trading (to
the extent that
it is applicable
to the Participant),
the Participant further
acknowledges that,
depending
on the
Participant’s
or
his
or
her broker’s
country
of residence
or where
the shares
of
Stock
are
listed,
the
Participant may be subject to insider trading restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
acquire, sell
or otherwise
dispose of
shares of
Stock, rights
to shares
of Stock
(e.g., restricted
stock units)
or
rights linked to the value
of shares of Stock, during
such times the Participant is
considered to have “inside
information”
regarding the Company
as defined by the
laws or regulations in
the Participant’s
country. Local
insider trading laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant 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 Participant
understands that
third parties
include fellow
employees. Any
restriction under
these laws
or regulations
15
are separate from
and in addition
to any restrictions
that may be
imposed under any
applicable Company insider
trading
policy.
The Participant acknowledges that it
is the Participant’s
responsibility to comply with any
applicable restrictions,
and that the Participant should therefore consult the Participant’s
personal advisor on this matter.
12.
Electronic Delivery
. The Participant 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
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
Participant 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.
13.
English Language
. The Participant acknowledges and agrees that
it is the Participant’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
Restricted
Stock
Units
be
drawn
up
in
English.
To
the
extent
the
Participant
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.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
Addendum to this Agreement (the “Addendum”). Moreover,
if the
Participant transfers to one of the countries included in such
Addendum, the special terms and conditions for such country
will apply
to the
Participant, 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
Participant’s
transfer).
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’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 Restricted Stock Units 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 Participant
on
whether he/she
should
participate in
the Plan.
Acquiring shares
of Stock
involves a
degree
of risk.
Before
deciding
to
participate in
the Plan,
the Participant
should carefully
consider all risk
factors relevant
to the acquisition
of shares
of
Stock
under
the
Plan
and
carefully
review
all
of
the
materials
related
to
the
Restricted
Stock
Units
and
the
Plan.
In
addition, the Participant should consult with his/her personal advisor for professional
investment advice.
16.
Repatriation; Compliance with Law.
The Participant agrees to repatriate all
payments attributable to the shares of
Stock
and/or
cash
acquired
under
the
Plan
in
accordance
with
applicable
foreign
exchange
rules
and
regulations
in
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant
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 Participant’s
country
of employment
(and country
of residence,
if different).
Finally,
the Participant
agrees to
take any
and all
actions as
may be
required to
comply with
the Participant’s
personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and
country of residence,
if different).
17.
Imposition of Other
Requirements.
The Company reserves
the right to
impose other requirements
on the Participant’s
participation in the Plan, on
the Restricted Stock Units, and on
any shares of 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 Participant
to
sign any additional agreements or undertakings that may be necessary to accomplish
the foregoing.
18.
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
Restricted
Stock
Units.
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
16
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
.
19.
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 Participant.
20.
Governing
Law
and
Forum
.
Without
limiting
the
effect
of
section
17,
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.
21.
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.
22.
Waiver
.
The
waiver
by
the
Company
with
respect
to
Employee’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.
EX-31.1
1
Exhibit 31.1
I, Jeffrey L. Harmening, certify that:
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.
Date: September 20, 2023
/s/ Jeffrey L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
EX-31.2
1
Exhibit 31.2
I, Kofi A. Bruce, certify that:
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.
Date: September
20, 2023
/s/ Kofi A. Bruce
Kofi A. Bruce
Chief Financial Officer
EX-32.1
1
Exhibit 32.1
I,
Jeffrey
L.
Harmening,
Chief
Executive
Officer
of
General
Mills,
Inc.
(the
“Company”),
certify,
pursuant
to
Section
906
of
the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
the Quarterly
Report on
Form 10-Q
of the
Company for
the fiscal quarter
ended August
27, 2023
(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.
Dated: September 20, 2023
/s/ Jeffrey L. Harmening
Jeffrey L. Harmening
Chief Executive Officer
EX-32.2
1
Exhibit 32.2
I, Kofi
A. Bruce,
Chief Financial
Officer
of General
Mills, Inc.
(the “Company”),
certify,
pursuant
to Section
906 of
the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
the Quarterly
Report on
Form 10-Q
of the
Company for
the fiscal quarter
ended August
27, 2023
(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.
Dated: September 20, 2023
/s/ Kofi A. Bruce
Kofi A. Bruce
Chief Financial Officer