General Mills Inc 10-Q for FY2025 Q1
General Mills Inc (GIS)
10-Q
2024-09-18
For: 2024-08-25
View Original
Added on
April 12, 2026
About this 10-Q
General Mills Inc filed this 10-Q on September 18, 2024, covering the quarter ended August 25, 2024 (FY2025 Q1).
Headline figures
Quarter ended August 25, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.85B
- down 1.2% from $4.9B a year earlier
- Net income
- $579.9M
- down 13.9% from net income of $673.5M a year earlier
- Diluted EPS
- $1.03
- down 9.6% from $1.14 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
FOR THE TRANSITION PERIOD FROM TO
Commission file number:
________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
,
(Address of principal executive offices)
(Zip Code)
(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
________________
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.
☑
☐
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).
☑
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
☑
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
☐
☑
Number of shares of Common Stock outstanding as of September 11, 2024:
treasury).
3
General Mills, Inc.
Table of Contents
Page
4
5
6
7
8
19
33
34
34
34
35
36
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. 25, 2024
Aug. 27, 2023
Net sales
$
$
Cost of sales
Selling, general, and administrative expenses
Restructuring, impairment, and other exit costs
Operating profit
Benefit plan non-service income
(13.9 )
(17.0 )
Interest, net
Earnings before income taxes and after-tax earnings from joint ventures
Income taxes
After-tax earnings from joint ventures
Net earnings, including earnings attributable to noncontrolling interests
Net earnings attributable to noncontrolling interests
Net earnings attributable to General Mills
$
$
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
See accompanying notes to consolidated financial statements.
5
Consolidated Statements of Comprehensive Income
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Net earnings, including earnings attributable to
$
$
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(61.9 )
(18.1 )
Other fair value changes:
Hedge derivatives
(6.0 )
(2.3 )
Reclassification to earnings:
Hedge derivatives
Amortization of losses and prior service costs
Other comprehensive loss, net of tax
(56.3 )
(11.1 )
Total comprehensive income
Comprehensive income attributable to noncontrolling
Comprehensive income attributable to General Mills
$
$
See accompanying notes to consolidated financial statements.
6
Consolidated Balance Sheets
GENERAL MILLS, INC. AND SUBSIDIARIES
(In Millions, Except Par Value)
Aug. 25, 2024
May 26, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
$
Receivables
Inventories
Prepaid expenses and other current assets
Total current assets
Land, buildings, and equipment
Goodwill
Other intangible assets
Other assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
$
Current portion of long-term debt
Notes payable
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes
Other liabilities
Total liabilities
Stockholders’ equity:
Common stock,
Additional paid-in capital
Retained earnings
Common stock in treasury, at cost, shares of
(10,601.9 )
(10,357.9 )
Accumulated other comprehensive loss
(2,576.5 )
(2,519.7 )
Total stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
$
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. 25, 2024
Aug. 27, 2023
Shares
Amount
Shares
Amount
Total equity, beginning balance
$
$
Common stock,
Additional paid-in capital:
Beginning balance
Stock compensation plans
(5.2 )
Unearned compensation related to stock unit awards
(77.1 )
(79.4 )
Earned compensation
Ending balance
Retained earnings:
Beginning balance
Net earnings attributable to General Mills
Cash dividends declared ($
(337.8 )
(348.5 )
Ending balance
Common stock in treasury:
Beginning balance
(195.5 )
(10,357.9 )
(168.0 )
(8,410.0 )
Shares purchased, including excise tax of $
(4.5 )
(302.2 )
(6.4 )
(504.7 )
Stock compensation plans
Ending balance
(198.8 )
(10,601.9 )
(173.4 )
(8,874.3 )
Accumulated other comprehensive loss:
Beginning balance
(2,519.7 )
(2,276.9 )
Comprehensive loss
(56.8 )
(11.2 )
Ending balance
(2,576.5 )
(2,288.1 )
Noncontrolling interests:
Beginning balance
Comprehensive income
Distributions to noncontrolling interest holders
(5.0 )
(4.3 )
Ending balance
Total equity, ending balance
$
$
See accompanying notes to consolidated financial statements.
8
Consolidated Statements of Cash Flows
GENERAL MILLS, INC. AND SUBSIDIARIES
(Unaudited) (In Millions)
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
Cash Flows - Operating Activities
Net earnings, including earnings attributable to noncontrolling interests
$
$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
After-tax earnings from joint ventures
(19.2 )
(23.5 )
Distributions of earnings from joint ventures
Stock-based compensation
Deferred income taxes
(14.5 )
Pension and other postretirement benefit plan contributions
(7.5 )
(7.4 )
Pension and other postretirement benefit plan costs
(3.2 )
(5.3 )
Restructuring, impairment, and other exit costs
Changes in current assets and liabilities, excluding the effects of
(107.6 )
(457.4 )
Other, net
(21.3 )
Net cash provided by operating activities
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment
(140.3 )
(141.7 )
Acquisition, net of cash acquired
(7.7 )
Proceeds from disposal of land, buildings, and equipment
Other, net
(0.6 )
Net cash used by investing activities
(148.0 )
(135.5 )
Cash Flows - Financing Activities
Change in notes payable
Proceeds from common stock issued on exercised options
Purchases of common stock for treasury
(300.0 )
(500.5 )
Dividends paid
(337.8 )
(348.5 )
Distributions to noncontrolling interest holders
(5.0 )
(4.3 )
Other, net
(34.0 )
(37.2 )
Net cash used by financing activities
(429.4 )
(334.2 )
Effect of exchange rate changes on cash and cash equivalents
(3.0 )
Increase (decrease) in cash and cash equivalents
(94.6 )
Cash and cash equivalents - beginning of year
Cash and cash equivalents - end of period
$
$
Cash Flow from changes in current assets and liabilities, excluding the effects of
Receivables
$
(145.6 )
$
(104.4 )
Inventories
(95.7 )
(54.3 )
Prepaid expenses and other current assets
Accounts payable
(76.4 )
(443.8 )
Other current liabilities
Changes in current assets and liabilities
$
(107.6 )
$
(457.4 )
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 25, 2024, are not
necessarily indicative of the results that may be expected for the fiscal year ending May 25, 2025.
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 26, 2024. 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.
Certain terms used throughout this report are defined in the “Glossary” section below.
(2) Acquisition and Divestiture
During the fourth quarter of fiscal 2024, we acquired a pet food business in Europe, for a purchase price of $
acquired. During the first quarter of fiscal 2025, we paid $
conditions were met.
We
financed the transaction with cash on hand. We consolidated the business into our Consolidated Balance
Sheets and recorded goodwill of $
customer relationship asset of $
purposes. The pro forma effects of this acquisition were not material. We have conducted a preliminary assessment of the fair value of
the acquired assets and liabilities of the business and we are continuing our review of these items during the measurement period. If
new information is obtained about facts and circumstances that existed at the acquisition date, the acquisition accounting will be
revised to reflect the resulting adjustments to current estimates of those items. The consolidated results are reported in our
International operating segment on a one-month lag beginning in fiscal 2025.
On September 12, 2024, subsequent to the end of the first quarter of fiscal 2025, we entered into definitive agreements to sell our
North American Yogurt businesses to affiliates of Groupe Lactalis S.A. (Lactalis) and Sodiaal International (Sodiaal) for
approximately $
customary closing conditions.
(3) Restructuring, Impairment, and Other Exit Costs
In the first quarter of fiscal 2025, we did not undertake any new restructuring actions. We recorded $
charges in the first quarter of fiscal 2025 and $
restructuring actions previously announced. We expect these actions to be completed by the end of fiscal 2026.
We paid net $
the same period of fiscal 2024.
Restructuring and impairment charges and project-related costs are recorded in our Consolidated Statements of Earnings as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Restructuring, impairment, and other exit costs
$
$
Cost of sales
Total restructuring charges
$
$
Project-related costs classified in cost of sales
$
$
10
(4) Goodwill and Other Intangible Assets
The components of goodwill and other intangible assets are as follows:
In Millions
Aug. 25, 2024
May 26, 2024
Goodwill
$
$
Other intangible assets:
Intangible assets not subject to amortization:
Brands and other indefinite-lived intangibles
Intangible assets subject to amortization:
Customer relationships and other finite-lived intangibles
Less accumulated amortization
(156.0 )
(150.9 )
Intangible assets subject to amortization, net
Other intangible assets
Total
$
$
Based on the carrying value of finite-lived intangible assets as of August 25, 2024, annual amortization expense for each of the next
five fiscal years is estimated to be approximately $
The changes in the carrying amount of goodwill during the first quarter of fiscal 2025 were as follows:
In Millions
North
America
Retail
North
America
Pet
North
America
Foodservice
International
(a)
Corporate
and Joint
Ventures
Total
Balance as of May 26, 2024
$
$
$
$
$
$
Other activity, primarily
Balance as of Aug. 25, 2024
$
$
$
$
$
$
(a)
The carrying amounts of goodwill within the International segment as of May 26, 2024, and August 25, 2024, were net of
accumulated impairment losses of $
The changes in the carrying amount of other intangible assets during the first quarter of fiscal 2025 were as follows:
In Millions
Total
Balance as of May 26, 2024
$
Foreign currency translation, net of amortization
Balance as of Aug. 25, 2024
$
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2024. As a result of lower future profitability projections for our Latin America reporting unit, we determined that the fair value
of the reporting unit was less than its book value and recorded a $
during the fourth quarter of fiscal 2024, we executed our fiscal 2025 planning process and preliminary long-range planning process,
which resulted in lower future sales and profitability projections for the businesses supporting our
Top Chews
,
True Chews
, and
EPIC
brand intangible assets. As a result of this triggering event, we performed an interim impairment assessment of these assets as of May
26, 2024, and determined that the fair value of these brand intangible assets no longer exceeded the carrying values of the respective
assets, resulting in $
other exit costs in our Consolidated Statements of Earnings. Our estimates of the fair values were determined based on a discounted
cash flow model using inputs which included our long-range cash flow projections for the businesses, royalty rates, weighted -average
cost of capital rates, and tax rates. These fair values are Level 3 assets in the fair value hierarchy.
All other intangible asset fair values were substantially in excess of the carrying values, except for the
Uncle Toby’s
asset. In addition, while having significant coverage as of our fiscal 2024 assessment date, the
Progresso
,
Nudges
, and
True Chews
brand intangible assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.
11
(5) Inventories
The components of inventories were as follows:
In Millions
Aug. 25, 2024
May 26, 2024
Finished goods
$
$
Raw materials and packaging
Grain
Excess of FIFO over LIFO cost
(546.4 )
(541.1 )
Total
$
$
(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 managing 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.
Unallocated corporate items for the quarters ended August 25, 2024, and August 27, 2023, included:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net (loss) gain on mark-to-market valuation of certain
$
(37.7 )
$
Net loss on commodity positions reclassified from
Net mark-to-market revaluation of certain grain inventories
(8.3 )
Net mark-to-market valuation of certain commodity
$
(28.8 )
$
As of August 25, 2024, the net notional value of commodity derivatives was $
agricultural inputs and $
next
We also have net investments in foreign subsidiaries that are denominated in euros. As of August 25, 2024, we hedged a portion of
these investments with €
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 25, 2024, 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.
12
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 25, 2024, $
party services. As of May 26, 2024, $
party services.
(7) Debt
The components of notes payable were as follows:
Aug. 25, 2024
May 26, 2024
In Millions
Notes Payable
Weighted-
Average
Interest Rate
Notes Payable
Weighted-
Average
Interest Rate
U.S. commercial paper
$
%
$
%
Financial institutions
Total
$
%
$
%
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 25, 2024:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
$
Uncommitted credit facilities
Total committed and uncommitted credit facilities
$
$
The credit facilities contain covenants, including a requirement to maintain a fixed charge coverage ratio of at least
Long-Term Debt
The fair values and carrying amounts of long-term debt, including the current portion, were $
respectively, as of August 25, 2024. The fair value of long-term debt was estimated using market quotations and discounted cash
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 fourth quarter of fiscal 2024, we issued €
. We used the net
proceeds for general corporate purposes.
In the fourth quarter of fiscal 2024, we issued €
. We used the net
proceeds for general corporate purposes.
In the third quarter of fiscal 2024, we issued $
. We used the net
proceeds to repay $
.
In the second quarter of fiscal 2024, we issued €
. We used the net proceeds
to repay €
.
In the second quarter of fiscal 2024, we issued $
. We used the net
proceeds to repay $
, and for general corporate purposes.
In the first quarter of fiscal 2024, we issued €
. We used the net proceeds to
repay €
.
13
Certain of our long-term debt agreements contain restrictive 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 $
Class A Interests was reset to the sum of the
(9) Stockholders’ Equity
The following tables provide details of total comprehensive income:
Quarter Ended
Quarter Ended
Aug. 25, 2024
Aug. 27, 2023
General Mills
Noncontrolling
Interests
General Mills
Noncontrolling
Interests
In Millions
Pretax
Tax
Net
Net
Pretax
Tax
Net
Net
Net earnings, including earnings
$
$
$
$
Other comprehensive (loss) income:
Foreign currency translation
$
(93.9 )
$
(62.4 )
$
(22.0 )
$
(18.2 )
Other fair value changes:
Hedge derivatives
(7.5 )
(6.0 )
(2.7 )
(2.3 )
Reclassification to earnings:
Hedge derivatives (a)
(0.4 )
(1.3 )
Amortization of losses and
(2.9 )
(2.4 )
Other comprehensive (loss) income
$
(87.3 )
$
(56.8 )
$
(14.5 )
$
(11.2 )
Total comprehensive income
$
$
$
$
(a) 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. 25, 2024
May 26, 2024
Foreign currency translation adjustments
$
(857.7 )
$
(795.3 )
Unrealized (loss) gain from hedge derivatives
(5.8 )
Pension, other postretirement, and postemployment benefits:
Net actuarial loss
(1,790.8 )
(1,806.3 )
Prior service credits
Accumulated other comprehensive loss
$
(2,576.5 )
$
(2,519.7 )
(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 26, 2024.
Compensation expense related to stock-based payments recognized in the Consolidated Statements of Earnings was as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Compensation expense related to stock-based payments
$
$
14
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. 25, 2024
Aug. 27, 2023
Windfall tax benefits from stock-based payments
$
$
As of August 25, 2024, unrecognized compensation expense related to non-vested stock options, restricted stock units, and
performance share units was $
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. 25, 2024
Aug. 27, 2023
Net cash proceeds
$
$
Intrinsic value of options exercised
$
$
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. 25, 2024
Aug. 27, 2023
Estimated fair values of stock options granted
$
$
Assumptions:
Risk-free interest rate
%
%
Expected term
years
years
Expected volatility
%
%
Dividend yield
%
%
The total grant date fair value of restricted stock unit awards that vested during the period was as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Total grant date fair value
$
$
15
(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. 25, 2024
Aug. 27, 2023
Net earnings attributable to General Mills
$
$
Average number of common shares – basic EPS
Incremental share effect from: (a)
Stock options
Restricted stock units and performance share units
Average number of common shares – diluted EPS
Earnings per share – basic
$
$
Earnings per share – diluted
$
$
(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. 25, 2024
Aug. 27, 2023
Anti-dilutive stock options, restricted stock units, and
(12) Share Repurchases
Share repurchases were as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Shares of common stock
Aggregate purchase price
$
$
(13) Statements of Cash Flows
Our Consolidated Statements of Cash Flows include the following:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Net cash interest payments
$
$
Net income tax payments
$
$
16
(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. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Aug. 25,
2024
Aug. 27,
2023
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(105.0 )
(102.9 )
(9.0 )
(8.7 )
Amortization of losses (gains)
(5.2 )
(5.1 )
Amortization of prior service costs (credits)
(5.5 )
(5.4 )
(0.3 )
Other adjustments
Net expense (income)
$
$
$
(13.3 )
$
(12.7 )
$
$
(15) Income Taxes
During the second quarter of fiscal 2024, we received a notice of proposed adjustment from the Internal Revenue Service associated
with a capital loss from fiscal 2019. We believe that we have meritorious defenses against this assessment and will vigorously defend
our position. We do not expect the resolution of the proposed adjustment to have a material impact on our financial position or
liquidity.
In December 2021, the Organization for Economic Cooperation and Development (OECD) established a framework, referred to as
Pillar 2, designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each
jurisdiction in which they operate. Numerous countries have already enacted the OECD model rules effective for taxable years
beginning after December 31, 2023, which for us is fiscal 2025. There was no material impact on our consolidated financial
statements. Several other countries have enacted or drafted legislation that is not yet effective for us, and we do not expect this
legislation to have a material impact on our consolidated financial statements. We will continue to monitor for new legislation and
guidance and evaluate potential impact on our consolidated financial statements.
(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 25, 2024, 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, North
America Pet, and North America Foodservice. In the first quarter of fiscal 2025, we renamed the Pet segment to the North America
Pet segment to reflect that pet food results outside North America are recorded in the International segment. There were no changes to
the composition of our reportable segments or information reviewed by our chief operating decision maker and no impact on our
historical segment operating results.
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,
shelf-stable vegetables, and pet food products. 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.
17
Our North America 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, life-stages, 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
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. Results from certain businesses managed by our Gold Medal Ventures entity are included within corporate and
other net sales and unallocated corporate items within operating profit. Unallocated corporate items also 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. 25, 2024
Aug. 27, 2023
Net sales:
North America Retail
$
$
International
North America Pet
North America Foodservice
Total segment net sales
$
$
Corporate and other
Total net sales
$
$
Operating profit:
North America Retail
$
$
International
North America Pet
North America Foodservice
Total segment operating profit
$
$
Unallocated corporate items
Restructuring, impairment, and other exit costs
Operating profit
$
$
18
Net sales for our North America Retail operating units were as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
U.S. Meals & Baking Solutions
$
$
U.S. Snacks
U.S. Morning Foods
Canada
Total
$
$
Net sales by class of similar products were as follows:
Quarter Ended
In Millions
Aug. 25, 2024
Aug. 27, 2023
Snacks
$
$
Cereal
Convenient meals
Pet
Dough
Baking mixes and ingredients
Yogurt
Super-premium ice cream
Other
Total
$
$
19
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 26, 2024, 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.
Our key priorities in fiscal 2025 are to accelerate our organic net sales growth, create fuel for investment, and drive strong cash
generation. Amid a continued uncertain macroeconomic backdrop for consumers, we expect volume trends in our categories will
gradually improve over the course of the year, though full-year category dollar growth is expected to be below our long-term growth
projections. We expect to increase our organic net sales growth by delivering remarkable experiences across our leading food brands,
resulting in improved household penetration and stronger market share trends versus the prior year. Our fiscal 2025 plan calls for
product news and innovation focused on taste, health, convenience, and value, supported with strong brand campaigns and
omnichannel visibility. We expect to generate higher levels of Holistic Margin Management (HMM) cost savings to more than offset
input cost inflation in fiscal 2025. We expect to reinvest in the business, including plans for increased brand-building investment in
fiscal 2025 to drive improved volume performance.
CONSOLIDATED RESULTS OF OPERATIONS
First Quarter Results
In the first quarter of fiscal 2025, net sales and organic net sales decreased 1 percent compared to the same period last year. Operating
profit decreased 11 percent to $832 million, primarily driven by an unfavorable change in the mark-to-market valuation of certain
commodity positions and grain inventories, unfavorable net price realization and mix, and an increase in selling, general and
administrative (SG&A) expenses, partially offset by lower input costs. Operating profit margin of 17.2 percent decreased 180 basis
points. Adjusted operating profit of $865 million decreased 4 percent on a constant-currency basis, primarily driven by unfavorable
net price realization and mix and an increase in SG&A expenses, partially offset by lower input costs. Adjusted operating profit
margin decreased 50 basis points to 17.8 percent. Diluted earnings per share of $1.03 decreased 10 percent in the first quarter of fiscal
2025. Adjusted diluted earnings per share of $1.07 decreased 2 percent on a constant-currency basis compared to the first quarter of
fiscal 2024. 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 2025 follows:
Quarter Ended Aug. 25, 2024
In millions,
except per share
Quarter Ended
Aug. 25, 2024 vs.
Aug. 27, 2023
Percent
of Net
Sales
Constant-
Currency
Growth (a)
Net sales
$
4,848.1
(1)
%
Operating profit
831.5
(11)
%
17.2
%
Net earnings attributable to General Mills
579.9
(14)
%
Diluted earnings per share
$
1.03
(10)
%
Organic net sales growth rate (a)
(1)
%
Adjusted operating profit (a)
865.3
(4)
%
17.8
%
(4)
%
Adjusted diluted earnings per share (a)
$
1.07
(2)
%
(2)
%
(a) See the “Non-GAAP Measures” section below for our use of measures not defined by GAAP.
Consolidated
net sales
Quarter Ended
Aug. 25, 2024
Aug. 25, 2024 vs.
Aug. 27, 2023
Aug. 27, 2023
Net sales (in millions)
$
4,848.1
(1)
%
$
4,904.7
Contributions from volume growth (a)
Flat
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.
20
Net sales in the first quarter of fiscal 2025 decreased 1 percent compared to the same period in fiscal 2024, driven by unfavorable net
price realization and mix.
Components of organic net sales growth are shown in the following table:
Quarter Ended Aug. 25, 2024 vs.
Quarter Ended Aug. 27, 2023
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
(1)
pt
Organic net sales growth
(1)
pt
Foreign currency exchange
Flat
Acquisition
Flat
Net sales growth
(1)
pt
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
Organic net sales decreased 1 percent in the first quarter of fiscal 2025 compared to the same period in fiscal 2024, driven by
unfavorable organic net price realization and mix.
Cost of sales
increased $25 million to $3,159 million in the first quarter of fiscal 2025 compared to the same period in fiscal 2024.
The increase included a $7 million increase attributable to volume and a $47 million decrease attributable to product rate and mix. We
recorded a $29 million net increase in cost of sales related to the mark-to-market valuation of certain commodity positions and grain
inventories in the first quarter of fiscal 2025, compared to a $45 million net decrease in the first quarter of fiscal 2024. We also
recorded $1 million of restructuring charges in the first quarter of fiscal 2025 compared to $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 (please refer to Note 3 to the
Consolidated Financial Statements in Part I, Item 1 of this report).
SG&A expenses
increased $16 million to $855 million in the first quarter of fiscal 2025, compared to the same period in fiscal 2024,
primarily driven by increased media and advertising expenses. SG&A expenses as a percent of net sales in the first quarter of fiscal
2025 increased 50 basis points compared to the first quarter of fiscal 2024.
Restructuring, impairment, and other exit costs
totaled $2 million in the first quarter of fiscal 2025, compared to $1 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 $14 million in the first quarter of fiscal 2025, compared to $17 million in the same period
last year, primarily reflecting higher amortization of losses.
Interest, net
for the first quarter of fiscal 2025 totaled $124 million, up $7 million from the first quarter of fiscal 2024, primarily
driven by higher average long-term debt levels.
The
effective tax rate
The 0.9 percentage point increase was primarily due to certain nonrecurring discrete tax benefits in the first quarter of fiscal 2024,
partially offset by favorable earnings mix by jurisdiction in the first quarter of fiscal 2025. Our effective tax rate excluding certain
items affecting comparability was 21.9 percent in the first quarter of fiscal 2025, compared to 21.1 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 0.8 percentage
point increase was primarily due to certain nonrecurring discrete tax benefits in the first quarter of fiscal 2024, partially offset by
favorable earnings mix by jurisdiction in the first quarter of fiscal 2025.
21
After-tax earnings from joint ventures
decreased to $19 million compared to $24 million in the
same period in fiscal 2024, primarily due to favorable discrete tax items in the first quarter of fiscal 2024, higher SG&A expenses, and
a decrease in volume at Cereal Partners Worldwide (CPW), partially offset by favorable net price realization and mix at CPW and
lower SG&A expenses at Häagen-Dazs Japan, Inc. (HDJ). On a constant-currency basis, after-tax earnings from joint ventures
decreased 14 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. 25, 2024 vs.
Quarter Ended Aug. 27, 2023
CPW
HDJ
Total
Contributions from volume growth (a)
(2)
pts
1
pt
Net price realization and mix
3
pts
(1)
pt
Net sales growth in constant currency
1
pt
Flat
1
pt
Foreign currency exchange
(4)
pts
(8)
pts
(5)
pts
Net sales growth
(4)
pts
(8)
pts
(4)
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 28 million in the first quarter of fiscal 2025 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, North America 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. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
3,016.6
(2)
%
$
3,073.0
Contributions from volume growth (a)
(3)
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 Retail net sales decreased 2 percent in the first quarter of fiscal 2025 compared to the same period in fiscal 2024,
driven by a decrease in contributions from volume growth, partially offset by favorable net price realization and mix.
The components of North America Retail organic net sales growth are shown in the following table:
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
(3)
pts
Organic net price realization and mix
1
pt
Organic net sales growth
(2)
pts
Foreign currency exchange
Flat
Net sales growth
(2)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
22
North America Retail organic net sales decreased 2 percent in the first quarter of fiscal 2025 compared to the same period in fiscal
2024, driven by a decrease in contributions from organic volume growth, partially offset by favorable organic net price realization and
mix.
North America Retail net sales percentage change by operating unit are shown in the following table:
Quarter Ended
Aug. 25, 2024
U.S. Snacks
(5)
%
U.S. Morning Foods
(3)
%
Canada (a)
3
%
U.S. Meals & Baking Solutions
Flat
Total
(2)
%
(a) On a constant-currency basis, Canada net sales increased 6 percent in the first quarter of fiscal 2025 compared to the same period
in fiscal 2024. See the “Non-GAAP Measures” section below for our use of this measure not defined by GAAP.
Segment operating profit decreased 7 percent to $746 million in the first quarter of fiscal 2025, compared to $798 million in the same
period in fiscal 2024, primarily driven by higher input costs and a decrease in contributions from volume growth, partially offset by
favorable net price realization and mix. Segment operating profit decreased 6 percent on a constant -currency basis in the first quarter
of fiscal 2025, compared to the same period in fiscal 2024 (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. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
717.0
Flat
$
715.8
Contributions from volume growth (a)
8
pts
Net price realization and mix
(6)
pts
Foreign currency exchange
(2)
pts
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
International net sales in the first quarter of fiscal 2025 essentially matched the same period in fiscal 2024.
The components of International organic net sales growth are shown in the following table:
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
6
pts
Organic net price realization and mix
(7)
pts
Organic net sales growth
(1)
pt
Foreign currency exchange
(2)
pts
Acquisition (b)
3
pts
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.
(b) Acquisition of a pet food business in Europe in fiscal 2024. Please see Note 2 to the Consolidated Financial Statements in Part I,
International organic net sales decreased 1 percent in the first quarter of fiscal 2025, compared to the same period in fiscal 2024,
driven by unfavorable organic net price realization and mix, partially offset by an increase in contributions from organic volume
growth.
23
Segment operating profit decreased 58 percent to $21 million in the first quarter of fiscal 2025, compared to $50 million in the same
period in fiscal 2024, primarily driven by unfavorable net price realization and mix and higher SG&A expenses, partially offset by
lower input costs and an increase in contributions from volume growth. Segment operating profit decreased 64 percent on a constant-
currency basis in the first quarter of fiscal 2025, compared to the same period in fiscal 2024 (see the “Non-GAAP Measures” section
below for our use of this measure not defined by GAAP).
North America Pet Segment Results
North America Pet net sales were as follows:
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
576.1
(1)
%
$
579.9
Contributions from volume growth (a)
3
pts
Net price realization and mix
(3)
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 Pet net sales decreased 1 percent in the first quarter of fiscal 2025, compared to the same period in fiscal 2024, driven
by unfavorable net price realization and mix, partially offset by an increase in contributions from volume growth.
The components of North America Pet organic net sales growth are shown in the following table:
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
3
pts
Organic net price realization and mix
(3)
pts
Organic net sales growth
(1)
pt
Foreign currency exchange
Flat
Net sales growth
(1)
pt
Note: Table may not foot due to rounding.
(a) Measured in tons based on the stated weight of our product shipments.
North America Pet organic net sales decreased 1 percent in the first quarter of fiscal 2025, compared to the same period in fiscal 2024,
driven by unfavorable organic net price realization and mix, partially offset by an increase in contributions from organic volume
growth.
Segment operating profit increased 7 percent to $119 million in the first quarter of fiscal 2025, compared to $111 million in the same
period in fiscal 2024, primarily driven by lower input costs and an increase in contributions from volume growth, partially offset by
unfavorable net price realization and mix and higher SG&A expenses . Segment operating profit increased 7 percent on a constant-
currency basis in the first quarter of fiscal 2025, compared to the same period in fiscal 2024 (see the “Non-GAAP Measures” section
below for our use of this measure not defined by GAAP).
24
North America Foodservice Segment Results
North America Foodservice net sales were as follows:
Quarter Ended
Aug. 25,
2024
Aug. 25, 2024 vs
Aug. 27, 2023
Aug. 27,
2023
Net sales (in millions)
$
536.2
Flat
$
536.0
Contributions from volume growth (a)
Flat
Net price realization and mix
Flat
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 in the first quarter of fiscal 2025 essentially matched the same period in fiscal 2024.
The components of North America Foodservice organic net sales growth are shown in the following table:
Quarter Ended
Aug. 25, 2024
Contributions from organic volume growth (a)
Flat
Organic net price realization and mix
Flat
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.
North America Foodservice organic net sales in the first quarter of fiscal 2025 essentially matched the same period in fiscal 2024.
Segment operating profit increased 21 percent to $72 million in the first quarter of fiscal 2025, compared to $59 million in the same
period in fiscal 2024, primarily driven by lower input costs. Segment operating profit increased 21 percent on a constant-currency
basis in the first quarter of fiscal 2025, compared to the same period in fiscal 2024 (see the “Non-GAAP Measures” section below for
our use of this measure not defined by GAAP).
UNALLOCATED CORPORATE ITEMS
Unallocated corporate expenses totaled $124 million in the first quarter of fiscal 2025, compared to $87 million in the same period in
fiscal 2024. In the first quarter of fiscal 2025, we recorded a $29 million net increase in expense related to the mark-to-market
valuation of certain commodity positions and grain inventories, compared to a $45 million net decrease in expense in the same period
last year. Certain compensation and benefits expenses decreased in the first quarter of fiscal 2025 compared to the same period last
year. We recorded $1 million of restructuring charges in cost of sales in the first quarter of fiscal 2025, compared to $9 million of
restructuring charges in cost of sales 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. In addition, we recorded $2 million of integration costs
in the first quarter of fiscal 2025 related to our acquisition of a pet food business in Europe in fiscal 2024.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of fiscal 2025, cash provided by operations was $624 million compared to $378 million in the same period last
year. The $246 million increase was primarily driven by a $350 million change in current assets and liabilities, partially offset by a
$97 million decrease in net earnings. The $350 million change in current assets and liabilities is primarily driven by a $367 million
change in the timing of accounts payable.
Cash used by investing activities during the first quarter of fiscal 2025 was $148 million compared to $136 million for the same period
in fiscal 2024. During the first quarter of fiscal 2025, we paid $8 million related to a purchase price holdback after certain closing
conditions were met for the acquisition of a pet food business in Europe in the fourth quarter of fiscal 2024. In addition, during the
first quarter of fiscal 2025, we spent $140 million on purchases of land, buildings, and equipment in the first quarter of fiscal 2025,
compared to $142 million in the same period last year.
25
Cash used by financing activities during the first quarter of fiscal 2025 was $429 million compared to $334 million in the same period
in fiscal 2024. We had $238 million of net debt issuances in the first quarter of fiscal 2025, compared to $552 million of net debt
issuances in the same period a year ago. We paid $300 million for purchases of common stock for treasury in the first quarter of fiscal
2025, compared to $500 million in the same period in fiscal 2024. In addition, we paid $338 million of dividends in the first quarter of
fiscal 2025, compared to $348 million in the same period last year.
As of August 25, 2024, we had $414 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. 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 25, 2024:
In Billions
Facility
Amount
Borrowed
Amount
Committed credit facility expiring April 2026
$
2.7
$
-
Uncommitted credit facilities
0.7
-
Total committed and uncommitted credit facilities
$
3.4
$
-
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 25, 2024, we were in compliance with all of these covenants.
We have $1,640 million of long-term debt maturing in the next 12 months that is classified as current, including €750 million of
floating-rate notes due November 8, 2024, and $800 million of 4.0 percent fixed-rate notes due April 17, 2025. 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.
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). On June 1, 2024, the floating preferred return rate on GMC’s Class
A Interests was reset to the sum of the three-month Term SOFR plus 261 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.
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 26, 2024. The accounting policies used in preparing our interim fiscal 2025 Consolidated
Financial Statements are the same as those described in our Form 10-K. 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, 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 25, 2024, are the same as those described in our Annual
Report on Form 10-K for the fiscal year ended May 26, 2024.
Our annual goodwill and indefinite-lived intangible assets impairment test was performed on the first day of the second quarter of
fiscal 2024. As a result of lower future profitability projections for our Latin America reporting unit, we determined that the fair value
of the reporting unit was less than its book value and recorded a $117 million non-cash goodwill impairment charge. In addition,
during the fourth quarter of fiscal 2024, we executed our fiscal 2025 planning process and preliminary long-range planning process,
which resulted in lower future sales and profitability projections for the businesses supporting our
Top Chews
,
True Chews
, and
EPIC
brand intangible assets. As a result of this triggering event, we performed an interim impairment assessment of these assets as of May
26
26, 2024, and determined that the fair value of these brand intangible assets no longer exceeded the carrying values of the respective
assets, resulting in $103 million of non-cash impairment charges. We recorded impairment charges in restructuring, impairment, and
other exit costs in our Consolidated Statements of Earnings. Our estimates of the fair values were determined based on a discounted
cash flow model using inputs which included our long-range cash flow projections for the businesses, royalty rates, weighted -average
cost of capital rates, and tax rates. The fair values are Level 3 assets in the fair value hierarchy.
All other intangible asset fair values were substantially in excess of the carrying values, except for the
Uncle Toby’s
asset. In addition, while having significant coverage as of our fiscal 2024 assessment date, the
Progresso
,
Nudges
, and
True Chews
brand intangible assets had risk of decreasing coverage. We will continue to monitor these businesses for potential impairment.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 2024, the Securities and Exchange Commission (SEC) issued final rules on the enhancement and standardization of climate-
related disclosures. The rules require disclosure of, among other things: material climate-related risks; activities to mitigate or adapt to
such risks; governance and management of such risks; and material greenhouse gas (GHG) emissions from operations owned or
controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules
require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject
to certain materiality thresholds. The SEC has issued a stay on the final rules due to litigation and the effective date is delayed
indefinitely. We are in the process of analyzing the impact of the rules on our disclosures.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 requiring
enhanced income tax disclosures. The ASU requires disclosure of specific categories and disaggregation of information in the rate
reconciliation table. The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from
continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The
requirements of the ASU are effective for annual periods beginning after December 15, 2024, which for us is fiscal 2026. Early
adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. We are in
the process of analyzing the impact of the ASU on our related disclosures.
In November 2023, the FASB issued ASU 2023-07 requiring enhanced segment disclosures. The ASU requires disclosure of
significant segment expenses regularly provided to the chief operating decision maker (CODM) included within segment operating
profit or loss. Additionally, the ASU requires a description of how the CODM utilizes segment operating profit or loss to assess
segment performance. The requirements of the ASU are effective for annual periods beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. For us, annual reporting requirements will be effective for our fiscal
2025 and interim reporting requirements will be effective beginning with our first quarter of fiscal 2026. Early adoption is permitted
and retrospective application is required for all periods presented. We are in the process of analyzing the impact of the ASU on our
related disclosures.
27
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 related to previously announced restructuring actions recorded in fiscal 2025 and fiscal
2024. Please see Note 3 to the Consolidated Financial Statements in Part I, Item 1 of this report.
Acquisition integration costs
Integration costs related to the acquisition of a pet food business in Europe recorded in fiscal 2025. Integration costs primarily
resulting from the acquisition of TNT Crust recorded in fiscal 2024. Please see Note 2 to the Consolidated Financial Statements in Part
I, Item 1 of this report.
Investment activity, net
Valuation adjustments of certain corporate investments in fiscal 2025 and fiscal 2024.
Product recall
Costs related to the fiscal 2023 voluntary recall of certain international
Häagen-Dazs
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
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.
28
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. 25, 2024
Aug. 27, 2023
In Millions
Value
Percent of
Net Sales
Value
Percent of
Net Sales
Operating profit as reported
$
831.5
17.2
%
$
930.0
19.0
%
Mark-to-market effects
28.8
0.6
%
(44.9)
(0.9)
%
Restructuring charges
2.9
0.1
%
9.8
0.2
%
Acquisition integration costs
1.6
-
%
0.2
-
%
Investment activity, net
0.4
-
%
2.9
0.1
%
Project-related costs
0.1
-
%
0.8
-
%
Product recall
-
-
%
0.2
-
%
Adjusted operating profit
$
865.3
17.8
%
$
899.0
18.3
%
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 Operating Profit and Related Constant-currency Growth Rate
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. Additionally, 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. 25, 2024
Aug. 27, 2023
Change
Operating profit as reported
$
831.5
$
930.0
(11)
%
Mark-to-market effects
28.8
(44.9)
Restructuring charges
2.9
9.8
Acquisition integration costs
1.6
0.2
Investment activity, net
0.4
2.9
Project-related costs
0.1
0.8
Product recall
-
0.2
Adjusted operating profit
$
865.3
$
899.0
(4)
%
Foreign currency exchange impact
Flat
Adjusted operating profit growth, on a constant-currency basis
(4)
%
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 Diluted EPS and Related Constant-currency Growth Rate
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. 25, 2024
Aug. 27, 2023
Change
Diluted earnings per share, as reported
$
1.03
$
1.14
(10)
%
Mark-to-market effects
0.04
(0.06)
Restructuring charges
-
0.01
Adjusted diluted earnings per share
$
1.07
$
1.09
(2)
%
Foreign currency exchange impact
Flat
Adjusted diluted earnings per share 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.
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.
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. 25, 2024
(18)
%
(4)
pts
(14)
%
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. 25, 2024
3
%
(3)
pts
6
%
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.
30
Our segments’ operating profit growth rates on a constant-currency basis are calculated as follows:
Quarter Ended Aug. 25, 2024
Percentage Change in
Operating Profit
as Reported
Impact of Foreign
Currency
Exchange
Percentage Change in Operating
Profit on Constant-Currency
Basis
North America Retail
(7)
%
Flat
(6)
%
International
(58)
%
6
pts
(64)
%
North America Pet
7
%
Flat
7
%
North America Foodservice
21
%
Flat
21
%
Note: Table may not foot due to rounding.
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. 25, 2024
Aug. 27, 2023
In Millions
(Except Per Share Data)
Pretax
Earnings
(a)
Income
Taxes
Pretax
Earnings
(a)
Income
Taxes
As reported
$
721.8
$
157.4
$
830.0
$
173.2
Mark-to-market effects
28.8
6.6
(44.9)
(10.3)
Restructuring charges
2.9
0.7
9.8
4.7
Acquisition integration costs
1.6
0.4
0.2
0.1
Investment activity, net
0.4
0.1
2.9
1.0
Project-related costs
0.1
-
0.8
0.3
Product recall
-
-
0.2
0.1
As adjusted
$
755.6
$
165.3
$
799.1
$
169.0
Effective tax rate:
As reported
21.8%
20.9%
As adjusted
21.9%
21.1%
Sum of adjustments to income taxes
$
7.8
$
(4.3)
Average number of common shares - diluted EPS
563.8
591.4
Impact of income tax adjustments on adjusted diluted EPS
$
(0.01)
$
0.01
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.
31
Glossary
AOCI
. Accumulated other comprehensive income (loss).
Adjusted diluted EPS.
Adjusted operating profit.
Adjusted operating profit margin.
Operating profit adjusted for certain items affecting year-over-year comparability, divided by net
sales.
Constant currency.
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.
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.
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.
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.
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).
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.
32
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 (Loss).
Organic net sales growth
. Net sales growth adjusted for foreign currency translation, acquisitions, divestitures and a 53
rd
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.
Strategic Revenue Management (SRM).
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.
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.
33
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 26, 2024, 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 25, 2024, was as follows:
In Millions
One-day Risk
of Loss
Change During
Quarter Ended
Aug. 25, 2024
Analysis of Change
Interest rate instruments
$
53
$
-
Immaterial
Foreign currency instruments
34
4
Increase in exchange rate volatility
Commodity instruments
3
(1)
Decrease in commodity contracts
Equity instruments
2
-
Immaterial
For additional information, see Item 7A of Part II of our Annual Report on Form 10-K for the fiscal year ended May 26, 2024.
34
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 25, 2024, 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 25, 2024, 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 25, 2024:
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 27, 2024 -
June 30, 2024
2,015,083
$
67.21
2,015,083
53,643,914
July 1, 2024 -
July 28, 2024
1,679,017
64.81
1,679,017
51,964,897
July 29, 2024 -
August 25, 2024
839,009
69.09
839,009
51,125,888
Total
4,533,109
$
66.67
4,533,109
51,125,888
(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.
Except as set forth below, during the fiscal quarter ended August 25, 2024, no director or officer of the Company adopted or
Regulation S-K.
During the fiscal quarter ended August 25, 2024,
, the Company’s
,
, relates to the exercise and sale of up to
2025. The plan is scheduled to terminate when all shares subject to the award are exercised and sold or July 31, 2025.
35
PART II. OTHER INFORMATION
Item 6.
Exhibits.
Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 25,
2024, 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.
Cover Page, formatted in Inline Extensible Business Reporting Language and contained in Exhibit 101.
36
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 18, 2024
/s/ Mark A. Pallot
Mark A. Pallot
Vice President, Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized Officer)
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
California, Colorado, Minnesota,
and Washington -based
employees.
]
I agree that for one year after I leave the Company, including retiring from the Company,
I will not work
on any product, brand category, process,
or service: (A) on which I
worked, or about
which I
had access to
Confidential Information, in
the year immediately
preceding my termination
(including retirement) from General Mills, and (B) which competes
with General Mills products, brand
categories, processes, or related
services.
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.
(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 Performance
Stock Units, or benefits in lieu
of Performance
Stock Units, even if Performance Stock Units s 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, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or any affiliated company, details of all Performance 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.
(b)
.
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.
(c)
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 Performance 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.
(d)
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.
(e)
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
(f)
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.
(g)
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.
(h)
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
Performance 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
Policies.
11.
Insider
Trading; Market Abuse
Laws.
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., Performance 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 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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
California, Colorado, Minnesota,
and Washington -based
employees.
]
I agree that for one year after I leave the Company, including retiring from the Company,
I will not work
on any product, brand category, process,
or service: (A) on which I
worked, or about
which I
had access to
Confidential Information, in
the year immediately
preceding my termination
(including retirement) from General Mills, and (B) which competes
with General Mills products, brand
categories, processes, or related
services.
g.
I agree that
for one year after I leave General Mills, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
h.
I agree that
after I leave General Mills, including retiring from the Company, I will indefinitely refrain
from using
Company client or
contact lists, and
for two years I
will refrain from
soliciting the
Company’s customers.
A breach of the obligations set forth in this paragraph may result in the
rescission of the 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.
(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 Performance
Stock Units, or benefits in lieu
of Performance
Stock Units, even if Performance Stock Units s 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.
(i)
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, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or any affiliated company, details of all Performance 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.
(j)
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 Performance 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.
(k)
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.
(l)
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).
(m)
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.
(n)
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.
(o)
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
Performance 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
Policies.
33.
Insider
Trading; Market Abuse
Laws.
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., Performance 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 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
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.
1
Exhibit 10.2
GENERAL MILLS, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[Officer]
PERNR:
This Award is made under the General Mills, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the
terms
and conditions contained in the Plan document and this Stock Option Award Agreement (“Agreement”). The
Optionee: (i) acknowledges
receipt of a copy of the
Plan and Plan prospectus,
(ii) represents that the Optionee has
carefully read and is familiar
with the provisions of this Agreement and the Plan, and
(iii) hereby accepts the Stock
Option subject to all of
the terms and conditions set forth herein, and in
the Plan. If the Optionee does not
wish to
receive the Stock Option and/or does not consent and
agree to the terms and conditions on which the Stock Option is
offered, as set
forth in this Agreement and the Plan, then the Optionee must reject this
Award via the website of the
Company’s designated
broker, no later than 60 days following the Grant
Date. If the Optionee rejects this Award,
this Award will
immediately be forfeited and cancelled. The
Optionee’s exercise of this Award will
also constitute
the
Optionee’s acceptance of this Award and all
terms and conditions of this Award, as set
forth in this Agreement
and the Plan.
THIS AWARD, dated on
the below Grant Date, is made by General Mills, Inc., (the "Company"),
and made to the person
named above (the "Optionee" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of
Stock Option
.
The Company grants
to the Optionee
under the Plan the
following non-qualified option to
purchase the Company's common stock,
par value USD 0.10 per share (“Common Stock”). The
option granted pursuant
to
this Agreement is referred to as
the “Stock Option” and subject to
the terms in this Agreement. Except
as otherwise
defined herein, capitalized terms shall have the same meanings
ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option
Shares:
Exercise price per
share:
Type of Stock Option:
2.
Vesting of Stock Option;
Forfeiture.
(a)
Vesting
Schedule
.
The Stock Option shall vest and
become exercisable in tranches, each tranche
having its
own 12 month vesting period occurring
consecutively, starting on the Grant
Date.
Tranche
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.
Subsidiary or
affiliated companies is
terminated at any
time prior to the
Expiration Date by
either (i)
resignation, or (ii) a discharge due to
Optionee’s illegal activities, poor work performance, misconduct or
violation of
the Company’s Code of Conduct, policies or
practices, then, to the extent the Option Shares
are vested as of the
Termination Date, they shall expire three (3) months after
the Termination Date (but
in no event beyond the
Expiration Date); and, if and to the extent
the Option Shares are not vested as of
the Termination
Date, the unvested
portions shall for
no consideration be
cancelled and forfeited
immediately with no ability to be exercised. For the avoidance of doubt,
“Termination Date” for purposes
of this
Award will be deemed to occur as of the date Optionee is no longer actively
providing services as
an employee,
unless otherwise determined
by the Company in
its sole discretion,
and no vesting shall
continue during any notice
period that may be specified under contract or applicable
law with respect to
2
such termination, including any “garden leave” or similar period, except as may otherwise be permitted in
the Company’s sole discretion.
(ii)
Involuntary
Termination.
companies terminates involuntarily at the
initiation of the Company for any reason other than specified in
Plan Section
11
(
Change
in Control
),
or (i), (iv)
or (v) in this
section 2, and only
upon the execution
(without revoking) of an effective general legal release and such other
documents as are satisfactory to the
Company, the following rules shall
apply:
a)
In
the event that, at the Termination Date,
the sum of the Optionee’s age
and years of service with
the Company or any Subsidiary
or affiliated companies equals or exceeds 70, and (A)
if, and to the
extent,
the Stock Option is not fully vested,
then such unvested tranches shall continue
to vest and
become exercisable
on each respective
Scheduled Date Exercisable
and remain so
until the
Expiration Date;
and (B) if, and to the
extent, the Stock Option is
vested and exercisable, it shall
remain so until
the Expiration Date. Notwithstanding the
above, if the Termination Date
is within
twelve months
of the Grant
Date, the Award shall
vest on a pro
rata basis based on employment
completed since grant prior to the
Termination Date within the first year after Grant Date, and shall
be exercisable until the Expiration Date beginning on the Scheduled Date
Exercisable for the tranche
to which the option belongs
b)
In the event that
at the Termination Date, the sum of the Optionee’s age and years of service with the
Company or any Subsidiary or affiliated companies is less than 70, and
(A) if, and to the extent, the
Award’s tranches
are already vested
and exercisable on
the Termination Date,
they shall remain
exercisable for the lesser of one (1) year from
the Termination Date, or until the Expiration Date; and
(B)
if, and to
the extent, tranches of
the Award are
not vested, solely
the unvested tranche of the
Award with a Scheduled
Date Exercisable within 12 months of the Termination Date shall vest and
become exercisable as of the Termination Date, in an amount equal to
the pro-rata amount based on
employment
completed during the tranche’s 12
month vesting period, with such newly-exercisable
Stock Options remaining exercisable for one (1) year from the Termination
Date. Stock Options that
do
not become vested and exercisable based
on the previous provisions shall be
forfeited as of the
Termination Date.
(iii)
Death.
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.
completion of at least five (5) years of Company service, this
Award ’s tranches shall continue to vest and
become exercisable
on each respective
Scheduled Date Exercisable,
remaining exercisable until the
Expiration Date. Notwithstanding the above, if the Termination Date is within twelve months of the Grant
Date,
the Award shall vest on
a pro rata basis based on
employment completed since grant prior to the
Termination Date within the first
year after Grant Date and shall be exercisable until the Expiration Date
beginning on the
Scheduled Date Exercisable for the tranche
to which the option belongs. The
terms of
this
paragraph (iv) shall not apply
to an Optionee who, prior to
a Change of Control, is
terminated for
cause as described in (b)(i) above; said Optionee shall be
treated as provided in (b)(i).
(v)
Spin-offs
and
Other Divestitures.
transfer, or
spin-off of a line
of business or
other activity of
the Company, the
Committee, in its sole
discretion, shall determine the conversion, vesting, or other treatment
of the Stock Option.
3.
Exercise of the Option.
(a)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market
Value of the shares of Common Stock exercised exceeds the exercise price)
prior to the Expiration Date of the
Stock Option or such
earlier date indicated hereunder by delivering a notice
of exercise in such form as may
be designated
by the Company from
time to time, or
making the required
electronic election with the
Company’s designated broker, and paying the exercise price and any
Tax-Related Items (as defined in section
5 below)
and costs to the
Company’s stock plan
administrator or such
other person as
the Company may
designate, together with such additional documents as the Company may then
require pursuant to the terms of
the Plan.
3
(b)
Method
of Payment
. Payment of the exercise
price may be made by one of the methods
available under the
Company’s exercise procedures,
which may include:
(i)
Payment by cash
or
check.
(ii)
Payment by
transfer to the Company of whole shares of Common Stock Optionee already owns having
a Fair Market Value determined at the time of exercise of the Stock Option
equal to, but not exceeding,
the exercise price and any Tax -Related Items;
and
(iii)
A
“same day sale” transaction pursuant to which a third party
(engaged by you or the Company) loans
funds to you
to enable you to purchase shares of
Common Stock and pay
any Tax-Related Items, and
then sells a sufficient number of the exercised shares of Common Stock on your behalf to enable you to
repay the loan and any fees. The remaining shares of Common
Stock and/or cash are then delivered by
the third party to the Optionee.
The Company may suspend, or eliminate, various forms of
permissible payment of the exercise price from time
to time in its sole discretion. Further, notwithstanding any provision within this Agreement to the
contrary, if the
Optionee is
a resident or
provides services outside
of the United
States, the Committee
may require that the
Optionee (or in the event of the Optionee’s death, his or her legal representative, as the case
may be) exercise the
Stock Option
in a method other than as specified above, may require the
Optionee to exercise the Stock Option
only by means of a “same day sale” transaction (either a “sell-all” transaction or a
“sell-to-cover” transaction) as
it determines in its sole discretion,
or may require the Optionee to sell any shares of Common Stock the Optionee
acquires under
the Plan immediately
or within a
specified period following
the Optionee’s termination of
employment with the
Company or any Subsidiary or affiliated
companies (in which case, the Optionee hereby
agrees that
the Company shall
have the authority
to issue sale
instructions in relation
to such shares on
the
Optionee’s
behalf).
(c)
Responsibility
for Exercise.
The Optionee is responsible for taking any and all actions as
may be required to
exercise the
Stock Option in a
timely manner and
for properly executing
any such documents
as may be
required for exercise
in accordance with such rules and
procedures as may be established from
time to time.
The Optionee acknowledges that information
regarding the procedures and requirements for the exercise of the
Stock Option is
available to the Optionee on request.
Neither the Company nor any Subsidiary
or affiliated
companies shall have any duty or obligation to notify you of
the Expiration Date of the Option.
4.
Non-Transferability.
disposed of,
or otherwise transferred,
unless otherwise provided
in the Plan or
this Agreement. Upon
any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Stock Option
or of such rights contrary to the provisions
hereof or in the Plan, the Stock
Option and such rights shall immediately become null and void.
5.
Withholding of
Tax
. The Optionee acknowledges that, regardless of any action taken by the
Company or, if different, the
Subsidiary
or affiliated company that employs the
Optionee (the “Employer”), the ultimate liability
for all income tax,
social contributions, payroll tax, fringe benefits
tax, payment on account, hypothetical tax or other tax-related items related
to the
Optionee’s participation in
the Plan and
legally applicable to
the Optionee or
deemed by the
Company or the
Employer in their discretion to be an appropriate charge to
the Optionee even if legally applicable to the Company or the
Employer
(“Tax-Related Items”), is
and remains the
Optionee’s responsibility and
may exceed the
amount actually
withheld by
the Company or the
Employer, if any.
The Optionee further
acknowledges that the
Company and/or the
Employer (a) make
no representations or undertakings regarding
the treatment of any Tax -Related
Items in connection
with any
aspect of the Stock Option, including, but not limited to, the
grant, vesting, exercise and the subsequent sale of
shares of Common Stock acquired pursuant to
such vesting and exercise and the receipt of any dividends; and (b) do not
commit to and are
under no obligation to structure the terms of
the grant or any aspect of the Stock
Option to reduce or
eliminate
the Optionee’s liability
for Tax-Related Items or achieve
any particular tax result. Further, if
the Optionee is
subject to Tax-Related Items in more than one
jurisdiction between the Grant Date and the date of any relevant taxable or
tax withholding
event, as applicable,
the Optionee acknowledges
that the Company
and/or the Employer
(or former
employer, as applicable) may be
required to withhold or account for Tax -Related Items in more than one
jurisdiction.
Prior to the relevant taxable or tax
withholding event, as applicable, the Optionee agrees to make
adequate arrangements
satisfactory to
the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, unless otherwise approved
by the Committee, the Company shall satisfy the obligations with regard to
all Tax-Related Items by one or a combination
of the
following: (i) withholding
from the Optionee’s
wages or other
cash compensation paid
to the Optionee by
the
Company and/or the Employer; (ii) withholding from the shares of Common Stock to be delivered upon settlement of the
4
Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if
allowed by the Committee, shares of Common Stock.
Depending on
the withholding method,
the Company may
withhold or account
for Tax-Related Items
by considering
applicable
statutory withholding rates (as determined by
the Company in good faith
and in its sole discretion) or other
applicable withholding rates, including maximum applicable rates, in which
case the Optionee will receive a refund of any
over-withheld amount
and will
have no entitlement to
the share equivalent.
If the obligation
for Tax-Related Items is
satisfied by
withholding from the
shares of Common
Stock to be
delivered upon vesting
of the Stock
Option, for tax
purposes, the Optionee
is deemed to have been issued
the full number of shares of
Common Stock subject to the Stock
Option, notwithstanding that a number of shares of Common Stock
are held back solely for the purpose of paying the
Tax-
Related Items. The Optionee will have no further rights with respect to
any shares of Common Stock that are retained by
the Company pursuant to this provision.
The Optionee agrees to pay to
the Company or the Employer any amount of
Tax -Related Items that the Company or the
Employer may be required to withhold or account for as a result of the
Optionee’s participation in the Plan that cannot be
satisfied
by the means previously described. The
Company may refuse to issue or
deliver shares of Common Stock or
proceeds from the
sale of shares of Common Stock
until arrangements satisfactory to the Company
have been made in
connection with the Tax -Related
Items.
6.
Restrictive
Covenants; Confidential Information.
The
Optionee agrees to cooperate with the
Company in any way
needed in order to comply with, or fulfill the terms of the Plan and this Grant
document. As a term and condition of this
Grant, Optionee agrees to the
following terms:
a.
I agree to
use General Mills Confidential Information only as needed in the
performance of my duties,
to hold
and protect such
information as confidential
to the Company, and
not to engage in
any
unauthorized use
or disclosure of such
information for so
long as such
information qualifies as
Confidential
Information. I agree
that after my
employment with the
Company terminates for any
reason, including
“retirement” as that term is
used in the
Plan, I will
not use or
disclose, directly or
indirectly, Company
Confidential Information or trade secrets for any
purpose, unless I get the prior
written consent of my manager to do
so.
This document does
not prevent me from filing a
complaint with a government agency (including the
Securities and
Exchange Commission, Department
of Justice, Equal
Employment Opportunity
Commission
and others) or from participating in
an agency proceeding. This document also
does not
prevent me
from providing an
agency with information,
including this document,
unless such
information is
legally protected from
disclosure to third
parties. I do not
need prior company
authorization to take these actions, nor must I notify the company I have
done so.
Also, as
provided in 18 U.S.C. 1833(b), I cannot be
held criminally or civilly liable under any federal
or state trade
secret law for making a trade
secret disclosure: (A) in confidence to
a federal, state, or
local government
official, either directly
or indirectly, or
to an attorney,
solely for the
purpose of
reporting or investigating a suspected violation of law;
or (B) in a complaint or other document filed in
a lawsuit or other
proceeding, if such filing is made under seal.
General Mills
Confidential Information means
any non-public information
I create, receive,
use or
observe in
the performance of
my job at General
Mills, including trade
secrets. Examples of
Confidential Information include marketing, merchandising, business
plans, business methods, pricing,
purchasing, licensing,
contracts, employee, supplier
or customer information,
financial data,
technological
developments, manufacturing processes and specifications, product formulas,
ingredient
specifications, software code,
and all other proprietary information
which is not publicly available to
others.
Prior to
leaving the Company, I agree to return all
materials in my possession containing Confidential
Information, as well as all
other documents and other tangible items provided to me
by General Mills,
or developed by me in connection with my employment with
the Company.
b.
[
This
Section 6.b. does
not apply to
California, Colorado, Minnesota,
and Washington -based
employees.
]
I agree that for one year after I leave the Company, including retiring from the Company, I
will
not work on any
product, brand category,
process, or service:
(A) on which I
worked, or about
which I
had access to
Confidential Information, in
the year immediately
preceding my termination
5
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related
services.
c.
I agree that
for one year after I leave General Mills, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
d.
I agree that
after I leave General Mills, including retiring from the Company, I will
indefinitely refrain
from using
Company client or
contact lists, and
for two years I
will refrain from
soliciting the
Company’s customers.
A breach of the obligations set
forth in this paragraph may result in the rescission of the
Grant, termination and
forfeiture
of any unvested or un-exercised Options,
and/or required payment to Company of
all or a portion of
any monetary gains acquired by Optionee as
a result of the Grant, unless the Grant vested and was settled more
than four (4)
years prior to the breach. The
foregoing remedies are in addition to,
and not in lieu of injunctive
relief and/or any other legal or equitable remedies available
under applicable law.
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the Plan is
established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or
terminated by the Company, in
its sole discretion, at any time
(subject to any
limitations set forth in the Plan);
(b)
the
grant of the Stock Option is voluntary and
occasional and does not create any contractual
or other
right to receive future
grants of stock options, or benefits in lieu of stock options, even if
stock options
or other awards have been granted in the past;
(c)
all decisions
with respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Optionee’s participation in the Plan is voluntary;
(e)
the Stock
Option and the Optionee’s participation in the Plan shall not create
a right to employment or
be interpreted
as forming an
employment contract with
the Company or any
of its Subsidiaries or
affiliated companies
and shall not
interfere with the
ability of the
Company or the
Employer, as
applicable, to terminate
the Optionee’s employment relationship (as otherwise may be permitted
under
local law);
(f)
unless otherwise
agreed with the Company, the Stock Option and any shares of Common Stock
acquired
upon vesting and exercise of the Stock Option, and the income from and value of same, are not granted
as consideration for, or in connection with, any service the Optionee may provide as
a director of any of
any Subsidiary or affiliate of the Company;
(g)
the Stock
Option and any shares of Common Stock acquired
under the Plan and the income and value
of same, are
not part of normal or expected
compensation for purposes of calculating any severance,
resignation, termination,
redundancy, dismissal, end-of-service
payments, bonuses, long-service
awards, pension
or retirement or
welfare benefits or
similar payments and
in no event should
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any Subsidiary or affiliate of the Company;
(h)
the
future value of
the shares of
Common Stock underlying
the Stock Option
is unknown,
indeterminable, and cannot be predicted with
certainty;
(i)
if the
underlying shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon exercise
of the Stock Option, the value of such shares of Common Stock may increase or decrease
in value, even below the exercise price;
(k)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of
the Stock Option
resulting from termination
of the Optionee’s employment (for any
reason whatsoever and whether or
6
not in breach
of local labor laws or later found
invalid) and, in consideration of the
Stock Option, the
Optionee agrees not to institute any claim against the
Company or the Employer;
(l)
the Stock Option
and the rights evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan to have
the Stock Option transferred to,
or assumed by, another
company, nor
to be exchanged,
cashed out or
substituted for, in
connection with any corporate
transaction affecting the shares of Common Stock; and
(m)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange rate fluctuation between the
Optionee’s local currency and the U.S. dollar that may affect the
value of the Stock
Option or any amounts
due to the
Optionee pursuant to the exercise
of the Stock
Option or
the subsequent sale
of any shares of
Common Stock acquired
upon exercise of
the Stock
Option.
8.
Data
Privacy
.
If the
Optionee would like to
participate in the Plan, the
Optionee will need to
review the information
provided in this Section 8 and, where applicable, declare the
Optionee’s consent to the processing of personal data by the
Company and the third parties stated
below.
If the Optionee
is based in the European Union (“EU”), European Economic
Area (“EEA”) or United Kingdom, please
note that
General Mills, Inc. with
registered address at
One General Mills
Boulevard, Minneapolis, MN 55426 -1347,
U.S.A., is the controller responsible for the processing
of the Optionee’s personal data in connection with the Agreement
and the Plan.
(a)
Data
Collection and Usage. The Company collects,
processes, uses and transfers
certain
personally-
identifiable
information about the
Optionee, specifically, the
Optionee’s name, home
address and
telephone
number, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or any
affiliated company, details of all
Stock Options or any other entitlement
to shares of
Stock
awarded, canceled, exercised,
settled, vested, unvested or
outstanding in the Optionee’s favor,
which the Company receives
from the Optionee or the Employer (the “Data”). The
Company collects,
processes
and uses the Data
for the purposes of
performing its contractual
obligations under this
Agreement,
implementing, administering and managing
the Optionee’s participation in
the Plan and
facilitating compliance with applicable tax and securities
law.
If
the Optionee is based in the
EU, EEA or United Kingdom, the
legal basis for the processing of the
Data
by the Company is
the necessity of
the processing for
the Company to
perform its contractual
obligations
under this Agreement
and the Plan and
the Company’s legitimate
business interests of
managing
the Plan, administering
employee equity awards
and complying with
its contractual and
statutory
obligations.
If the
Optionee is based in any other jurisdiction, the legal
basis for the processing of the Data by the
Company is the Optionee’s consent as further
described below.
(b)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial
Corporate
Services, Inc. (including
its affiliated companies),
an independent service
provider which
assists
the Company with the implementation, administration and management of
the Plan. In the future,
the Company may select
a different service provider, which
will in a similar manner, share
Data with
such
service provider. The Company’s service
provider will maintain an account for
the Optionee to
administer the Stock
Options. The processing of Data will take place through both
electronic and non-
electronic
means. Data will only be accessible by those individuals
requiring access to it for purposes
of implementing, administering and operating the Plan.
(c)
International
Data Transfers. The Company and its service providers are based in the United States and
India. The Optionee’s country or jurisdiction may
have different data privacy laws and protections than
the
United States and
India. An appropriate
level of protection
can be achieved by
implementing
safeguards such as the
Standard Contractual Clauses adopted by the EU Commission.
If the
Optionee is based
in any other
jurisdiction, the Data
will be transferred
from the Optionee’s
jurisdiction to the Company and onward from the Company to
any of its service providers based on the
Optionee’s consent, as further described
below.
7
(d)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and
manage
the Optionee’s participation
in the Plan, or
as required to
comply with legal
or regulatory
obligations,
including tax and
securities laws. When
the Company no
longer needs the
Data, the
Company will remove it from its
systems. If the Company keeps data longer, it would be to satisfy legal
or regulatory obligations
and the Company’s legal basis would be
relevant laws or regulations (if the
Optionee is in
the EU, EEA or United Kingdom)
or the Optionee’s consent (if the
Optionee is outside
the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The
Optionee may have a
number of rights
under data privacy
laws in the
Optionee’s jurisdiction. Subject to the conditions
set out in the applicable law and depending on where
the
Optionee is based, such rights may include the right to (i)
request access to, or copies of, the Data
processed by the Company, (ii) rectification of incorrect
Data, (iii) deletion of Data, (iv) restrictions on
the
processing of Data, (v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge
complaints with competent authorities in the
Optionee’s jurisdiction, and/or to (viii)
receive a list with the names and
addresses of any potential recipients of Data. To receive clarification
regarding these rights or to exercise these rights, the
Optionee can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Optionee
understands that providing the Company with
Data is necessary for the performance
of the Agreement and that the Optionee’s refusal to
provide the
Data
would make it impossible for the Company to perform
its contractual obligations and may affect
the Optionee’s ability to participate in the Plan.
(g)
Declaration
of Consent (if the Optionee is
outside the EU, EEA and United
Kingdom). The Optionee
hereby unambiguously
consents to the collection, use and
transfer, in electronic or other form,
of the
Data, as described above and in any other grant
materials, by and among, as applicable, the Employer,
the
Company and any affiliated company for the exclusive purpose of implementing, administering and
managing the Optionee’s participation in the Plan.
The Optionee understands that the Optionee may, at
any
time, refuse or withdraw the consents herein, in any case without cost, by contacting HR
Direct. If
the
Optionee does not
consent or later
seeks to revoke
the Optionee’s consent,
the Optionee’s
employment
status or service with
the Employer will not
be affected; the
Optionee’s consequence of
refusing or withdrawing consent
is that the Company would not be able to
award the Stock Options to
the
Optionee or any
other equity award
to the Optionee or
administer or maintain
such awards.
Therefore, the
Optionee understands that refusing or
withdrawing consent may affect the Optionee’s
ability to participate
in the Plan. For more information
on the consequences of refusal to
consent or
withdrawal of consent, the Optionee should
contact HR Direct.
9.
Insider Trading; Market Abuse
Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s
policy on
insider trading (to
the extent that it
is applicable to
the Optionee), the
Optionee further acknowledges that,
depending on the Optionee’s or his or her broker’s country of
residence or where the shares of Common Stock are listed,
the Optionee may
be subject to insider trading restrictions and/or market abuse laws that may affect the Optionee’s ability
to accept, acquire, sell
or otherwise dispose of shares of
Common Stock, rights to shares of
Common Stock (e.g., stock
options) or rights linked
to the value of shares of Common
Stock, during such times the Optionee is
considered to have
“inside information” regarding the Company
as defined by the laws or regulations in the Optionee’s country. Local insider
trading laws and regulations may
prohibit the cancellation or amendment of orders the Optionee
places before he or she
possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside
information to
any third party (other than on a “need to know”
basis) and (ii) “tipping” third parties or causing them otherwise to buy or
sell securities. The Optionee understands that third parties include
fellow employees. Any restriction under these laws or
regulations are
separate from and
in addition to any
restrictions that may
be imposed under
any applicable Company
insider trading policy. The Optionee
acknowledges that it is the Optionee’s responsibility to
comply with any applicable
restrictions, and that the Optionee should
therefore consult the Optionee’s personal advisor on this matter
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee agrees, to the fullest extent permitted by law, in
lieu of receiving documents in paper
format, to accept electronic delivery
of any documents that the Company and its Subsidiaries or affiliated companies may
deliver in
connection with this
grant and any
other grants offered
by the Company,
including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of a
document may
be made via the
Company’s email system
or by reference to
a location on the
Company’s intranet or
website or a
website of the Company’s agent
administering the Plan. By accepting this
grant, whether electronically or
8
otherwise, the Optionee hereby consents to participate in the Plan through such system, intranet, or website, including but
not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.
12.
English
Language
. The Optionee
acknowledges and agrees that it is
the Optionee’s express intent that
this Agreement
and the Plan and all other documents, notices and legal
proceedings entered into, given or instituted pursuant to the Stock
Option be drawn up in English.
To the extent the Optionee has been provided with a copy of this Agreement, the Plan, or
any other documents relating to this Award in a language other than English, the English language documents will prevail
in case of any ambiguities or divergences as a result of
translation.
13.
Addendum
.
Notwithstanding any provisions in this Agreement,
the Stock Option shall be subject
to any special terms
and conditions
set forth in the
Country-Specific Addendum to
this Agreement (the
“Addendum”). Moreover, if the
Optionee transfers to one of the countries
included in such Addendum, the special terms and conditions for
such country
will
apply to the Optionee, to
the extent the
Company determines that the
application of such terms
and conditions is
necessary or advisable to comply with local law or facilitate the
administration of the Plan (or the Company may establish
alternative terms
and conditions as
may be necessary
or advisable to
accommodate the Optionee’s
transfer). The
Addendum constitutes part of this
Agreement.
14.
Not a
Public Offering
. The
award of the Stock Option is not intended to
be a public offering of securities in the Optionee’s
country of employment (or country of residence, if different). The Company has not submitted any registration statement,
prospectus or other filings with the local securities authorities (unless
otherwise required under local law), and the award
of the
Stock Option is not subject to the supervision
of the local securities authorities. No employee
of the Company or
any of its Subsidiaries or affiliated companies is permitted to advise the Optionee
on whether he/she should participate in
the
Plan. Acquiring shares
of Common Stock involves a
degree of risk. Before deciding to
participate in the Plan, the
Optionee should carefully consider all risk
factors relevant to the acquisition of shares of Common Stock under the
Plan
and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult
with his/her personal advisor for professional investment
advice.
15.
Repatriation;
Compliance with
Law
. The
Optionee agrees to
repatriate all payments
attributable to the
shares of
Common Stock and/or cash acquired under the Plan in
accordance with applicable foreign exchange rules and regulations
in the Optionee’s
country of employment (and country of residence, if different). In addition, the Optionee agrees to take
any and all
actions, and consent to any and
all actions taken by the Company
and any of its Subsidiaries and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
rules and/or regulations
in the Optionee’s
country of employment
(and country of
residence, if different).
Finally, the
Optionee agrees to
take any and all
actions as may be
required to comply
with the Optionee’s personal
obligations under local laws, rules and/or regulations in the
Optionee’s country of employment and country of residence,
if different).
16.
Imposition of Other Requirements.
The Company reserves
the right to impose other requirements
on the Optionee’s
participation in the Plan, on the Stock Option, and
on any shares of Common Stock acquired under the Plan, to the extent
the
Company determines it is necessary or
advisable for legal or administrative reasons,
and to require the Optionee to
sign any additional agreements or undertakings that may be necessary to
accomplish the
foregoing
.
17.
Committee’s Powers.
No provision
contained in this
Agreement shall in
any way terminate,
modify or alter,
or be
construed or
interpreted as terminating,
modifying or altering
any of the powers,
rights or authority
vested in the
Committee or, to the extent delegated,
in its delegate, pursuant to the terms of
the Plan or resolutions adopted in furtherance
of the Plan, including, without limitation, the right to make certain
determinations and elections with respect to the Stock
Option. Any
dispute regarding the
interpretation of this
Agreement or the terms
of the Plan shall
be submitted to the
Committee or its
delegate who shall have the discretionary
authority to construe the terms of
this Agreement, the Plan,
and all documents ancillary to this
Award. The decisions of the Committee or its delegate shall be final and
binding and
any reviewing court of law or other party shall defer to
its decision, overruling if, and only if, it is arbitrary and capricious.
In no way is it
intended that this review standard
subject the Plan or Award to
the U.S. Employee Retirement Income
Security Act.
18.
Binding
Effect.
persons lawfully claiming
under the Optionee.
19.
Governing
Law and
Forum
. Without
limiting the effect
of section 16, this
Agreement shall be
governed by, and
construed in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
9
20.
Severability
.
The provisions of this Agreement are severable and if any one or more of
the provisions are determined to
be illegal or otherwise unenforceable, in
whole or in part, the Agreement shall be reformed and construed so that it would
be enforceable
to the maximum
extent legally possible,
and if it cannot
be so reformed and
construed, as if such
unenforceable provision, or part thereof, had never been contained herein.
21.
Waiver
.
The waiver by the Company with respect to Optionee’s (or any other optionee’s) compliance with any provision
of this
Agreement shall not
operate or be
construed as a
waiver of any other
provision of this
Agreement, or of any
subsequent breach by such party of a provision of this Agreement
A copy
of the Plan and
the Prospectus to
the General Mills,
Inc. 2022 Stock
Compensation Plan is
available on G&Me by
searching “2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual
Report on Form 10-K is also available on
the Company’s website at
www.generalmills.com under Investor Information/Annual
Reports.
GENERAL MILLS, INC.
10
GENERAL MILLS, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[CEO]
PERNR:
This Award is
made under the General Mills, Inc.
2022 Stock Compensation Plan (the "Plan"), and is
subject to the terms
and conditions contained in the
Plan document and this Stock Option Award Agreement
(“Agreement”). The Optionee: (i)
acknowledges
receipt of a copy of the
Plan and Plan prospectus,
(ii) represents that the Optionee
has carefully read and is
familiar with the
provisions of this Agreement and
the Plan, and (iii) hereby accepts
the Stock Option subject to all
of the
terms and conditions set forth herein, and in the
Plan. If the Optionee does not wish to receive the Stock Option and/or does
not consent and
agree to the terms and conditions on
which the Stock Option is offered, as
set forth in this Agreement and
the Plan, then the Optionee must reject this Award via the
website of the Company’s designated broker, no later than 60 days
following
the Grant Date. If the Optionee rejects
this Award, this Award will
immediately be forfeited and cancelled. The
Optionee’s exercise of this
Award will also constitute the Optionee’s acceptance of
this Award and all terms and conditions
of this Award, as set forth in this Agreement and the Plan.
THIS AWARD, dated on the below Grant Date, is
made by General Mills, Inc., (the "Company"), and made to the person named
above (the "Optionee" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to the Optionee
under the Plan the following non-qualified option to purchase the
Company's common stock,
par value USD 0.10 per share
(“Common Stock”). The option granted pursuant
to this Agreement is
referred to as the “Stock Option” and subject to the terms in this
Agreement. Except as otherwise defined herein, capitalized terms
shall have the
same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting
of Stock Option; Forfeiture of Stock
Option.
(c)
Vesting
Schedule
.
The Stock Option shall vest and
become exercisable in tranches, each tranche
having its own 12
month vesting period occurring consecutively, starting on the Grant
Date.
Tranche
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.
Expiration Date by
a discharge due to Optionee’s illegal activities, poor work performance,
misconduct or violation
of
the Company’s Code of Conduct, policies
or practices, then, to the extent the
Stock Option is vested as of the
Termination Date, those tranches shall expire three (3) months after the
Termination Date (but in no event beyond
the Expiration
Date); and, if
and to the extent the
Stock Option is
not fully vested as
of the Termination Date,
tranches not fully
vested shall for no consideration be
cancelled and forfeited immediately with no
ability to be
exercised. For the
avoidance of doubt, “Termination Date” for purposes of
this Award will be deemed to occur as
of the date Optionee is
no longer actively providing services as an employee, unless
otherwise determined by the
Company in its sole discretion, and no vesting
shall continue during any notice period that may be specified under
contract or applicable law with respect to such termination, including any
“garden leave” or similar period, except
as may otherwise be permitted in the
Company’s sole discretion.
11
(vii)
Involuntary
Termination/Early
Retirement.
involuntarily at the initiation of the Company for
any reason other than specified in Plan Section 11, or (i), (iv) or
(v) herein or if the Participant retires on or after age 55 but before age
62, and (A) if, and to the extent, the Award’s
tranches are already vested and exercisable on the Termination Date, they shall remain exercisable for the lesser of
one (1) year from the
Termination Date, or until the Expiration Date; and (B) if, and to the
extent, tranches of the
Award are
not vested, solely
the unvested tranche
of the Award with
a Scheduled Date
Exercisable within 12
months of the Termination Date shall vest and become exercisable as of the
Termination Date, in an amount equal
to the pro-rata amount
based on actual employment completed during the tranche’s 12 month
vesting period, with
such newly-exercisable Stock
Options remaining exercisable for one (1)
year from
the Termination Date. Stock
Options that do
not become vested and exercisable based
on the previous provisions shall be
forfeited as of the
Termination Date.
No Stock Options
shall vest upon
involuntary termination under
this provision without the
execution (without revoking) of an
effective general legal release and such other documents as
are satisfactory to
the
Company.
(viii)
Death.
any applicable
vesting period, this
Award shall become
fully vested and
exercisable upon death
and may be
exercised by
the person designated
as such Optionee’s
beneficiary or beneficiaries
or, in the absence
of such
designation, by the Optionee’s estate.
The Stock Option shall remain exercisable until the Expiration Date.
(ix)
Normal
Retirement.
tranches shall continue to vest and become
exercisable on each respective Scheduled Date Exercisable, remaining
exercisable until the Expiration Date. Notwithstanding the above, if the
Termination Date is within twelve
months of the Grant Date, the Award shall
vest on a pro rata basis based on employment completed from Grant
Date to the
Termination Date within the first year after Grant Date and shall be exercisable until the Expiration
Date beginning on the Scheduled Date Exercisable for the tranche to which the
option belongs. Stock Options
that do not become vested and exercisable
based on the previous provisions shall be forfeited as of the
Termination Date.
(x)
Spin-offs
and Other Divestitures.
spin-off of a line
of business or other activity of the Company, the Committee, in its
sole discretion, shall determine
the conversion, vesting, or other
treatment of the Stock Option.
3.
Exercise of the Option.
(d)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock
Option (provided the Fair Market Value of
the shares of Common
Stock exercised exceeds the exercise price) prior to the Expiration Date of
the Stock Option by
delivering
a notice of exercise in such
form as may be designated by
the Company from time to time,
or making the
required electronic election with the
Company’s designated broker, and paying the exercise price and any
Tax -Related
Items (as
defined in section 5 below) and costs to the
Company’s stock plan administrator or such other person as the
Company may designate,
together with such additional documents as
the Company may then require pursuant
to the
terms of the Plan.
(e)
Method
of Payment
. Payment of the exercise price may
be made by one of the methods available under the Company’s
exercise procedures, which may include:
(iv)
Payment by cash
or
check.
(v)
Payment
by transfer to the Company of
whole shares of Common Stock Optionee
already owns having a Fair
Market Value determined
at the time of exercise of
the Stock Option equal to, but
not exceeding, the exercise
price and any Tax-Related Items; and
(vi)
A “same
day sale” transaction pursuant to which a third party (engaged by you
or the Company) loans funds to
you to
enable you to purchase shares of Common Stock and
pay any Tax-Related Items, and then sells a sufficient
number of the exercised shares
of Common Stock on your behalf to enable you
to repay the loan and any fees.
The remaining shares of Common Stock and/or cash are then delivered by the
third party to the Optionee.
The Company may suspend,
or eliminate, various forms of permissible payment
of the exercise price from time to time
in its sole
discretion. Further, notwithstanding any provision within
this Agreement to the contrary, if
the Optionee is a
resident or provides services outside of the United States, the Committee
may require that the Optionee (or in the event of
the Optionee’s
death, his or her legal representative, as the case may be) exercise the Stock Option in a method other than
as specified above, may
require the Optionee to exercise the Stock Option only by means of a “same day sale” transaction
(either a “sell-all”
transaction or a “sell-to-cover” transaction) as
it determines in its sole discretion,
or may require the
12
Optionee to sell
any shares of Common Stock the
Optionee acquires under the Plan immediately
or within a specified
period following the Optionee’s termination of employment with the
Company or any Subsidiary or affiliated companies
(in which case, the Optionee hereby agrees that the Company shall have the authority
to issue sale instructions in relation
to such shares on the Optionee’s
behalf).
(f)
Responsibility
for Exercise.
The Optionee is responsible for taking any and all actions as
may be required to exercise
the Stock Option in a timely manner and for properly executing any such documents as may be required for
exercise in
accordance with such rules and
procedures as may be established from time to time.
The Optionee acknowledges that
information regarding the procedures and
requirements for the exercise of the Stock Option is available to the Optionee
on request. Neither the Company nor any Subsidiary or affiliated companies shall have any duty or obligation to notify
you of the Expiration Date of the
Option.
4.
Non-Transferability.
or
otherwise transferred, unless otherwise provided in
the Plan or this Agreement. Upon any
attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of
the Stock Option or of such rights contrary to
the provisions hereof or in the Plan, the Stock
Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken
by the Company or,
if different, the
Subsidiary or
affiliated company that
employs the Optionee
(the “Employer”), the
ultimate liability for
all income tax, social
contributions, payroll
tax, fringe benefits
tax, payment on
account, hypothetical tax
or other tax-related
items related to the
Optionee’s participation
in the Plan and legally applicable
to the Optionee or deemed by
the Company or the Employer in their
discretion to be an
appropriate charge to the Optionee even if
legally applicable to the Company or the
Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the
amount actually withheld
by the Company or
the
Employer, if
any. The Optionee
further acknowledges that
the Company and/or
the Employer (a)
make no representations or
undertakings regarding the treatment
of any Tax -Related Items in connection with
any aspect of the Stock Option, including, but
not limited to, the grant,
vesting, exercise and the subsequent sale of shares of
Common Stock acquired pursuant to such vesting
and exercise and the
receipt of any dividends; and (b) do not commit
to and are under no obligation to
structure the terms of the
grant or
any aspect of the
Stock Option to
reduce or eliminate
the Optionee’s liability
for Tax-Related Items
or achieve any
particular tax result. Further, if the Optionee is subject to Tax-Related Items
in more than one jurisdiction between the Grant Date
and the date
of any relevant taxable or tax withholding event, as applicable, the
Optionee acknowledges that the Company and/or
the Employer (or former
employer, as applicable) may be required to withhold or account for Tax -Related Items in more than one
jurisdiction.
Prior to
the relevant taxable or tax withholding event,
as applicable, the Optionee agrees to make adequate
arrangements satisfactory
to the Company and/or the Employer to satisfy all
Tax-Related Items. In this regard, unless otherwise approved by the Committee,
the Company
shall satisfy the
obligations with regard
to all Tax-Related
Items by one or
a combination of
the following: (i)
withholding from the
Optionee’s wages or other cash compensation
paid to the Optionee by the
Company and/or the Employer;
(ii) withholding from the shares of Common Stock to be delivered
upon settlement of the Stock Option or other awards granted to
the Optionee
or (iii) permitting the Optionee to tender to the
Company cash or, if allowed by the Committee,
shares of Common
Stock.
Depending on the
withholding method, the Company may withhold
or account for Tax-Related Items
by considering applicable
statutory withholding rates (as determined by the
Company in good faith and in its sole discretion) or other applicable withholding
rates, including maximum applicable rates, in which
case the Optionee will receive a refund of any over-withheld amount and will
have no
entitlement to the share equivalent. If the obligation
for Tax-Related Items is satisfied by withholding
from the shares of
Common Stock to be delivered upon vesting of the Stock Option,
for tax purposes, the Optionee is deemed to have been issued the
full number
of shares of Common Stock subject to the Stock
Option, notwithstanding that a number of shares of Common Stock
are held back solely for the purpose of paying the Tax -Related Items. The
Optionee will have no further rights with respect to any
shares of Common Stock that are retained by the Company
pursuant to this provision.
The Optionee agrees to pay to the Company or the
Employer any amount of Tax-Related Items that the Company or the Employer
may
be required to withhold or account
for as a result of the
Optionee’s participation in the Plan that
cannot be satisfied by the
means previously described.
The Company may refuse to issue or
deliver shares of Common Stock or
proceeds from the sale of
shares of
Common Stock until
arrangements satisfactory to
the Company have been
made in connection
with the Tax-Related
Items.
6.
Restrictive Covenants; Confidential
Information
. The Optionee agrees to cooperate with the Company in any way needed in
order to comply with, or fulfill the terms of the Plan and this Grant
document. As a term and condition of this Grant, Optionee
agrees to the
following terms:
13
e.
I
agree to use General Mills Confidential Information
only as needed in the performance
of my duties, to hold
and protect
such information as
confidential to the
Company, and not
to engage in any
unauthorized use or
disclosure of such information for so long as such information qualifies as Confidential Information. I agree that
after my employment with the Company terminates for any reason, including “retirement”
as that term is used in
the Plan, I will not use or
disclose, directly or indirectly, Company Confidential Information or
trade secrets for
any purpose, unless I get the prior written consent of my
manager to do so.
This document does not prevent me from filing a complaint
with a government agency (including the Securities
and Exchange Commission, Department of Justice, Equal Employment Opportunity
Commission and others) or
from participating in an
agency proceeding. This document also does not prevent me from providing an
agency
with information, including this document, unless such
information is legally protected from disclosure to third
parties. I do
not need prior company authorization to take these actions,
nor must I notify the company I have
done so.
Also,
as provided in 18 U.S.C. 1833(b),
I cannot be held criminally or
civilly liable under any federal or state
trade secret law for
making a trade secret disclosure: (A) in
confidence to a federal, state, or local government
official, either
directly or indirectly,
or to an attorney,
solely for the
purpose of reporting
or investigating a
suspected violation of law; or (B) in a complaint or other document filed
in a lawsuit or other proceeding, if such
filing is made under seal.
General Mills Confidential Information means any non-public information I
create, receive, use or observe in the
performance of my job at General
Mills, including trade secrets. Examples of Confidential Information include
marketing, merchandising, business plans, business methods,
pricing, purchasing, licensing, contracts, employee,
supplier or
customer information, financial
data, technological developments,
manufacturing processes and
specifications, product formulas, ingredient
specifications, software code, and all other proprietary information
which is not publicly available to others.
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as all other
documents and other
tangible items provided
to me by General
Mills, or
developed by me in connection with my employment with the
Company.
f.
[
This
Section 6.b. does not apply to California, Colorado, Minnesota, and
Washington -based employees.
] I agree
that for one year after I leave the Company, including retiring from
the Company, I will not work on any product,
brand category,
process, or service:
(A) on which I
worked, or about
which I had access
to Confidential
Information,
in the year immediately preceding my termination
(including retirement) from General Mills, and
(B) which competes with General Mills products, brand categories, processes,
or related
services.
g.
I
agree that for one year after
I leave General Mills, including retiring
from the Company, I will refrain from
directly or indirectly
soliciting Company employees for the
purpose of hiring them or inducing
them to leave
their employment with the Company.
h.
I agree
that after I leave General Mills, including retiring from
the Company, I will indefinitely refrain from using
Company client or contact lists, and for two years I will refrain from soliciting the
Company’s customers.
A breach
of the obligations set forth in this paragraph may
result in the rescission of the Grant, termination and
forfeiture of any
unvested or
un-exercised Options, and/or required payment
to Company of all or
a portion of
any monetary gains acquired by
Optionee as a result of
the Grant, unless the Grant vested and was settled
more than four (4) years prior to the
breach. The foregoing
remedies are
in addition to, and not in lieu of injunctive
relief and/or any other legal or equitable remedies available
under applicable
law
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(n)
the Plan is
established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended,
suspended or terminated by the
Company, in its sole discretion, at any time (subject to any limitations
set forth
in the Plan);
(o)
the
grant of the Stock Option is
voluntary and occasional and does not
create any contractual or other right to
receive future grants of stock
options, or benefits in lieu of stock options, even if stock
options or other awards
have been granted in the past;
14
(p)
all decisions
with respect to future awards, if any, will be at the sole discretion of the Company;
(q)
the
Optionee’s participation in the Plan is voluntary;
(r)
the
Stock Option and
the Optionee’s participation
in the Plan shall
not create a right
to employment or be
interpreted as
forming an employment
contract with the
Company or any of
its Subsidiaries or affiliated
companies and shall
not interfere with the ability of the
Company or the Employer, as
applicable, to terminate
the Optionee’s employment
relationship (as otherwise may be permitted under local law);
(s)
unless
otherwise agreed with the Company, the Stock Option and
any shares of Common Stock acquired upon
vesting and exercise of the
Stock Option, and the income from and value of
same, are not granted as consideration
for, or in connection with, any service the Optionee may
provide as a director of any of any Subsidiary or affiliate
of the Company;
(t)
the Stock
Option and any shares of Common Stock acquired under the
Plan and the income and value of same,
are not
part of normal or
expected compensation for
purposes of calculating
any severance, resignation,
termination, redundancy,
dismissal, end-of-service payments,
bonuses, long-service awards,
pension or
retirement or welfare benefits or similar payments and in
no event should be considered as compensation for, or
relating in
any way to, past
services for the
Company, the Employer
or any Subsidiary
or affiliate of the
Company;
(u)
the
future value of the shares of Common
Stock underlying the Stock Option is
unknown, indeterminable, and
cannot be predicted with
certainty;
(v)
if the
underlying shares of Common Stock do not increase in value, the Stock Option will have no
value;
(w)
upon
exercise of the Stock Option, the value of such shares of Common Stock may increase or decrease in value,
even below the exercise price;
(x)
no claim
or entitlement to compensation or damages shall arise from forfeiture of
the Stock Option resulting from
termination of the Optionee’s
employment (for any reason whatsoever and whether or not in breach of
local labor
laws
or later found invalid) and, in
consideration of the Stock Option, the
Optionee agrees not to institute any
claim against the Company or the Employer;
(y)
the
Stock Option and
the benefits evidenced
by this Agreement
do not create any
entitlement not otherwise
specifically provided for in
the Plan or provided by the Company in its
discretion, to have the Stock Option or
any such benefits transferred to, or assumed by, another company, nor to be
exchanged, cashed out or substituted
for, in connection with any
corporate transaction affecting the shares of Common Stock; and
(z)
neither the
Company nor any of its Subsidiaries or affiliated companies shall be liable for any
foreign exchange
rate fluctuation between the
Optionee’s local currency and the U.S. dollar that may affect the value of the Stock
Option or any amounts due
to the Optionee pursuant to the exercise of the
Stock Option or the subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock
Option.
8.
Data
Privacy
.
If the Optionee would like to participate
in the Plan, the Optionee will need to review the information
provided in
this Section
8 and, where applicable, declare the
Optionee’s consent to the processing of personal
data by the Company and the
third parties stated
below.
If the Optionee is based in the
European Union (“EU”), European Economic Area (“EEA”) or United Kingdom, please note that
General Mills, Inc. with registered address
at One General Mills Boulevard, Minneapolis, MN 55426-1347, U.S.A.,
is the controller
responsible for the
processing of the Optionee’s personal data in connection with the
Agreement and the Plan.
(h)
Data
Collection and Usage. The Company collects, processes, uses and transfers certain personally-identifiable
information about the Optionee,
specifically, the Optionee’s name, home address and
telephone number, email
address, date of birth, social insurance, passport number or
other identification number, salary, nationality, job
title,
any shares of Stock or
directorships held in the Company or
any affiliated company, details of all Stock
Options or any
other entitlement to shares of
Stock awarded, canceled,
exercised, settled, vested, unvested or
outstanding
in the Optionee’s
favor, which the
Company receives from
the Optionee or the
Employer (the
“Data”).
The Company collects,
processes and uses
the Data for the
purposes of performing
its contractual
15
obligations under
this Agreement, implementing, administering
and managing
the Optionee’s participation in
the Plan and facilitating compliance with applicable tax and securities
law.
If the Optionee is based in the EU, EEA or United
Kingdom, the legal basis for the processing of the Data by the
Company
is the necessity of
the processing for the Company
to perform its contractual obligations under this
Agreement and
the Plan and the Company’s legitimate
business interests of managing the Plan, administering
employee equity awards and complying with its
contractual and statutory
obligations.
If the Optionee is based in
any other jurisdiction, the legal basis for the processing of the Data
by the Company
is the
Optionee’s consent as further described below.
(i)
Stock
Plan Administration Service Providers. The
Company transfers Data to E*TRADE Financial Corporate
Services, Inc. (including
its affiliated companies), an independent service
provider which assists the Company
with the implementation, administration and
management of the Plan. In the future, the Company may
select a
different service provider, which will in a
similar manner, share Data with such service provider. The Company’s
service provider will
maintain an account for the Optionee
to administer the Stock Options. The
processing of
Data
will take place through both
electronic and non-electronic means. Data will
only be accessible by those
individuals requiring access to it for purposes of
implementing, administering and operating the Plan.
(j)
International
Data Transfers. The Company and its service providers are
based in the United States and India.
The
Optionee’s country
or jurisdiction may
have different data
privacy laws
and protections than the United
States and India.
An appropriate level
of protection can
be achieved by
implementing safeguards such as the
Standard Contractual Clauses adopted by the EU
Commission.
If the Optionee is based
in any other jurisdiction, the Data will be
transferred from the Optionee’s jurisdiction
to the Company and onward from the
Company to any of its service providers based on the
Optionee’s consent,
as further described
below.
(k)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and manage
the
Optionee’s participation in the Plan, or as required to comply with legal or regulatory obligations, including
tax
and securities
laws. When the Company
no longer needs
the Data, the Company
will remove it from its
systems.
If the Company
keeps data longer,
it would be to
satisfy legal or
regulatory obligations and the
Company’s
legal basis would
be relevant laws
or regulations (if
the Optionee is in
the EU, EEA or
United
Kingdom) or the Optionee’s consent (if
the Optionee is outside the EU, EEA or United Kingdom).
(l)
Data
Subject Rights. The
Optionee may have
a number of rights
under data privacy
laws in the Optionee’s
jurisdiction. Subject to the conditions
set out in the applicable law and depending on where
the Optionee is based,
such rights
may include the right to (i) request access to, or copies
of, the Data processed by the Company, (ii)
rectification of incorrect Data, (iii) deletion of Data,
(iv) restrictions on the processing of Data, (v) object to the
processing
of Data for
legitimate interests, (vi)
portability of Data,
(vii) lodge complaints
with competent
authorities
in the Optionee’s
jurisdiction, and/or to
(viii) receive a
list with the names
and addresses of any
potential
recipients of Data.
To receive clarification
regarding these rights
or to exercise
these rights, the
Optionee can contact HR Direct.
(m)
Necessary
Disclosure of Personal
Data. The Optionee
understands that providing
the Company with Data is
necessary for the performance of the Agreement and that the
Optionee’s refusal to provide the Data would make
it
impossible for the Company to
perform its
contractual obligations and may
affect the Optionee’s ability to
participate in the Plan.
(n)
Declaration
of Consent (if
the Optionee is
outside the EU, EEA
and United Kingdom).
The Optionee hereby
unambiguously consents to the collection, use and transfer, in electronic or other form, of the Data, as described
above
and in any other
grant materials, by
and among, as
applicable, the Employer,
the Company and any
affiliated
company for the
exclusive purpose of
implementing, administering and
managing the Optionee’s
participation in the Plan. The Optionee understands
that the Optionee may, at any time, refuse or withdraw the
consents herein, in
any case without cost, by contacting
HR Direct. If the Optionee
does not consent or later
seeks to revoke
the Optionee’s consent, the Optionee’s employment status or
service with the Employer will not
be
affected; the Optionee’s consequence of refusing
or withdrawing consent is that the Company
would not be
able to
award the Stock Options to the
Optionee or any other
equity award to
the Optionee or administer or
maintain such awards. Therefore, the Optionee understands
that refusing or withdrawing consent may affect the
16
Optionee’s ability to participate in the Plan. For
more information on the consequences of refusal to consent or
withdrawal of consent, the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse
Laws
. By participating in the
Plan, the Optionee agrees to comply with the
Company’s policy
on
insider trading (to the extent that
it is applicable to the Optionee),
the Optionee further acknowledges that, depending
on the
Optionee’s or his or
her broker’s country of residence or where the shares of Common Stock
are listed, the Optionee may be subject
to insider trading restrictions and/or
market abuse laws that may affect the Optionee’s ability to
accept, acquire, sell or otherwise
dispose of shares of Common
Stock, rights to shares of Common Stock (e.g., stock options) or rights linked to
the value of shares
of Common
Stock, during such times the Optionee is considered to
have “inside information” regarding the Company as defined
by the laws
or regulations in the
Optionee’s country. Local insider trading
laws and regulations may prohibit the
cancellation or
amendment of
orders the Optionee
places before he
or she possessed
inside information. Furthermore,
the Optionee could be
prohibited from (i) disclosing
the inside information to any third
party (other than on a “need
to know” basis) and (ii) “tipping”
third parties
or causing them
otherwise to buy
or sell securities.
The Optionee understands
that third parties
include fellow
employees. Any restriction
under these laws or regulations are separate from and in
addition to any restrictions that may be imposed
under any applicable Company insider trading policy. The Optionee
acknowledges that it is the Optionee’s responsibility to comply
with any applicable restrictions, and that the Optionee should therefore
consult the Optionee’s personal advisor on this
matter
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee agrees, to the
fullest extent permitted by law, in lieu of receiving documents in paper
format,
to accept
electronic delivery of
any documents that
the Company and
its Subsidiaries or
affiliated companies may
deliver in
connection with
this grant and any
other grants offered
by the Company,
including prospectuses, grant
notifications, account
statements, annual
or quarterly reports,
and other communications.
Electronic delivery of
a document may be
made via the
Company’s email system or by reference to
a location on the Company’s intranet or website or a website of the
Company’s agent
administering the Plan. By accepting this grant, whether
electronically or otherwise, the Optionee hereby consents to participate in
the
Plan through such system, intranet, or
website, including but not limited to
the use of electronic signatures or click-through
electronic acceptance of terms and
conditions.
12.
English
Language
. The Optionee
acknowledges and agrees that it is
the Optionee’s express intent that
this Agreement and the
Plan and all other documents, notices and legal proceedings entered into, given
or instituted pursuant to the Stock Option be drawn
up
in English. To the extent the
Optionee has been provided with a
copy of this Agreement, the
Plan, or any other documents
relating to this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or
divergences as a result of
translation.
13.
Addendum
.
Notwithstanding any
provisions in this
Agreement, the Stock
Option shall be
subject to any
special terms and
conditions set forth in the Country-Specific Addendum to this
Agreement (the “Addendum”). Moreover, if the Optionee transfers
to one of the countries included in
such Addendum, the special terms and conditions for such country will
apply to the Optionee,
to the
extent the Company determines that the application of such
terms and conditions is necessary or advisable to comply with
local law or
facilitate the administration of the Plan
(or the Company may establish alternative
terms and conditions as may be
necessary or advisable to accommodate the Optionee’s transfer). The
Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award of the Stock Option
is not intended to be a public offering of securities in
the Optionee’s country
of
employment (or country of residence, if
different). The Company has not submitted
any registration statement, prospectus or
other filings with the local securities authorities (unless
otherwise required under local law), and the award of the Stock Option is
not subject to the supervision of the local securities
authorities. No employee of the Company or any of its Subsidiaries or
affiliated
companies is permitted to advise the
Optionee on whether he/she should participate in the Plan. Acquiring
shares of Common Stock
involves a degree of risk. Before deciding to participate
in the Plan, the Optionee should carefully consider all risk factors relevant
to the acquisition of shares of Common
Stock under the Plan and carefully review all of the materials related
to the Stock Option
and the Plan. In addition, the Optionee should consult with
his/her personal advisor for professional investment advice.
15.
Repatriation; Compliance with
Law
. The Optionee agrees to repatriate all payments attributable to the shares of Common Stock
and/or cash acquired under the Plan in accordance
with applicable foreign exchange rules and regulations in the Optionee’s country
of employment (and country of residence, if different). In addition, the
Optionee agrees to take any and all actions, and consent to
any
and all actions taken by the
Company and any of its Subsidiaries
and affiliated companies, as may be
required to allow the
Company and any of its Subsidiaries and affiliated companies to comply with
local laws, rules and/or regulations in the Optionee’s
country of
employment (and country of residence, if different). Finally, the Optionee
agrees to take any and all actions as may be
required to comply with
the Optionee’s personal obligations under
local laws, rules and/or regulations in the
Optionee’s country
of employment and country of residence, if different).
17
16.
Imposition of Other Requirements.
The Company reserves the right to impose
other requirements on the Optionee’s participation
in the
Plan, on the Stock
Option, and on any
shares of Common
Stock acquired under
the Plan, to the
extent the Company
determines it
is necessary or
advisable for legal
or administrative reasons,
and to require the
Optionee to sign
any additional
agreements or undertakings that may be necessary to
accomplish the foregoing.
17.
Committee’s Powers.
No provision contained
in this Agreement shall in any way
terminate, modify or alter, or be
construed or
interpreted
as terminating, modifying or altering any
of the powers, rights or authority
vested in the Committee or, to
the extent
delegated,
in its delegate, pursuant to the
terms of the Plan or resolutions
adopted in furtherance of the Plan,
including, without
limitation, the
right to make certain
determinations and elections
with respect to
the Stock Option.
Any dispute regarding the
interpretation of this
Agreement or the terms of the
Plan shall be submitted to the
Committee or its delegate who shall
have the
discretionary authority to construe the terms of this Agreement, the
Plan, and all documents ancillary to this Award. The decisions
of the Committee or its delegate shall be final and binding and any reviewing court of law or other party shall defer to its decision,
overruling if, and only if, it is arbitrary and capricious. In no way is it intended that this review standard subject the Plan or Award
to the U.S. Employee Retirement Income Security
Act.
18.
Binding
Effect.
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.
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.
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”
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.
2
(ii)
Involuntary
Termination.
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.
Notwithstanding the previous sentence, if the Termination
Date is within twelve months
of the Grant Date, the Award shall not
fully vest but rather vest
on a pro rata basis based
on employment completed since grant prior to the
Termination Date
within
the first year of the Restricted
Period; the Restricted Stock Units that
vest pursuant to
the
previous sentence shall
be paid on the Scheduled
Vesting Date applicable to the tranche
under which they were awarded.
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.
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, if the Termination Date
is within twelve months of the
Grant Date, the
Award shall
not fully vest but rather vest
on a pro rata basis based on
employment completed since
grant prior to the Termination
Date within the first year of the Restricted Period; the Restricted Stock
Units that
vest pursuant to
the previous sentence
shall be paid on
the Scheduled Vesting Date
applicable to the tranche under which they were awarded. 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)
(v)
Spin-offs
and
Other Divestitures.
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.
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
3
of
Stock. Awards subject to proper
deferral elections shall be deferred into
the General Mills Deferred Compensation
Plan.
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 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.
4
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
California, Colorado, Minnesota,
and Washington -based
employees.
]
I agree that for one year after I leave the Company, including retiring from the Company, I
will
not work on any
product, brand category,
process, or service:
(A) on which I
worked, or about
which I
had access to
Confidential Information, in
the year immediately
preceding my termination
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related
services.
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;
5
(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);
(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, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or
any affiliated company,
details of
all 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.
6
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).
(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
7
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 Policies.
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 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 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.
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
8
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.
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
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.
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.
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
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
10
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. 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,
if the
Termination Date is within twelve months of the
Grant Date, the Award shall not fully vest but rather
vest
on a pro rata basis based
on employment completed since Grant Date
to the Termination Date
within the first
year of the
Restricted Period. 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. 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.
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.
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
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
11
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
specifications, software code,
and all other proprietary information
which is not publicly available to
others.
12
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
California, Colorado, Minnesota,
and Washington -based
employees.
]
I agree that for one year after I leave the Company, including retiring from the Company, I
will
not work on any
product, brand category,
process, or service:
(A) on which I
worked, or about
which I
had access to
Confidential Information, in
the year immediately
preceding my termination
(including retirement) from General Mills, and (B) which competes with General Mills products, brand
categories, processes, or related
services.
g.
I agree
that for one year after I leave General Mills, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
h.
I agree that
after I leave General Mills, including retiring from the Company, I will
indefinitely refrain
from using
Company client or
contact lists, and
for two years I
will refrain from
soliciting the
Company’s
customers.
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
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;
13
(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, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or
any affiliated company,
details of
all 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 Policies.
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 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 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.
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.
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.
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.
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 18, 2024
/s/ Jeffrey L.
Harmening
Jeffrey L. Harmening
Chief Executive Officer
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 18, 2024
/s/
Kofi A. Bruce
Kofi A.
Bruce
Chief Financial
Officer
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 25, 2024 (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 18, 2024
/s/ Jeffrey L.
Harmening
Jeffrey L. Harmening
Chief Executive Officer
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 25, 2024 (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 18, 2024
/s/ Kofi A.
Bruce
Kofi A. Bruce
Chief Financial Officer