EXHIBIT 10.18
GENERAL MILLS, INC.
1990 SALARY REPLACEMENT
STOCK OPTION PLAN
As Amended Through June 27, 1994
GENERAL MILLS, INC.
1990 SALARY REPLACEMENT STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc. 1990 Salary
Replacement Stock Option Plan (the "Plan") is to give key
employees of General Mills, Inc. (the "Company") and its
subsidiaries who are primarily responsible for the
management of the business of the Company the opportunity to
receive stock option grants in lieu of salary increases,
and, as to employees who are not subject to Section 16 of
the 1934 Act (each as hereinafter defined), an opportunity
to receive stock option grants in lieu of certain other
compensation and employee benefits thereby encouraging focus
on the growth and profitability of the Company and its
Common Stock.
2. EFFECTIVE DATE OF PLAN
This Plan shall become effective as of September 17,
1990, subject to the approval of the stockholders of the
Company at the Annual Meeting on September 17, 1990.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation
Committee (the "Committee"). The Committee shall be made up
of non-management members of the Board of Directors (the
"Board") appointed in accordance with the Company's
Certificate of Incorporation. The Committee shall have
authority to adopt rules and regulations for carrying out
the purpose of the Plan, select the employees to whom grants
will be made ("Optionees"), the number of shares to be
optioned and interpret, construe and implement the
provisions of the Plan; provided that if at any time Rule
16b-3 or any successor rule ("Rule 16b-3") under the
Securities Exchange Act of 1934, as amended (the "1934
Act"), so permits without adversely affecting the ability of
the Plan to comply with the conditions for exemption from
Section 16 of the 1934 Act (or any successor provisions)
provided by Rule 16b-3, the Committee may delegate the
administration of the Plan in whole or in part, on such
terms and conditions, and to such person or persons as it
may determine in its discretion, as it relates to persons
not subject to Section 16 of the 1934 Act, or any successor
provision. Decisions of the Committee (or its delegate as
permitted herein) shall be final, conclusive and binding
upon all parties, including the Company, stockholders and
Optionees.
4. COMMON STOCK SUBJECT TO THE PLAN
The shares of "Common Stock" of the Company ($.10 par
value) to be issued upon the exercise of a non-qualified
option to purchase Common Stock granted hereunder (an
"Option") may be made available from the authorized but
unissued Common Stock, shares of Common Stock held in the
treasury, or Common Stock purchased on the open market or
otherwise.
Approval of the Plan by the stockholders of the Company
shall constitute authorization to use such shares for the
Plan, subject to the discretion of the Board or as such
discretion may be delegated to the Committee.
Subject to the provisions of the next succeeding
paragraph, the maximum aggregate number of shares originally
authorized under the Plan for which Options could be granted
under the Plan shall was 3,000,000 shares. As of June 1,
1992, and subject to the provisions of the next succeeding
paragraph, there remain 4,493,000 shares authorized to be
issued under the Plan (as adjusted for stock splits). If an
Option granted under the Plan is terminated without having
been exercised in full, the unpurchased or forfeited shares
or rights to receive shares shall become available for grant
to other employees.
The number of shares of Common Stock subject to the
Plan, the outstanding Salary Stock Options, and the exercise
price per share of outstanding Options may be appropriately
adjusted by the Committee in the event that:
(i) the number of outstanding shares of
Common Stock of the Company shall be changed
by reason of split-ups, combinations or
reclassifications of shares;
(ii) any stock dividends are distributed to the
holders of Common Stock of the Company; or
(iii) the Common Stock of the Company is converted
into or exchanged for other shares as a result
of any merger or consolidation (including a
sale of assets) or other recapitalization.
5. ELIGIBLE PERSONS
Only persons who are officers or key employees of the
Company or a subsidiary shall be eligible to receive grants
under the Plan. No grant shall be made to any member of the
Committee or any other non-employee director.
6. PURCHASE PRICE OF SALARY STOCK OPTIONS
The purchase price for each share of Common Stock issuable
under an Option shall not be less than 100 percent of the
Fair Market Value of the Shares of Common Stock of the
Company subject to such option on the date of grant. "Fair
Market Value" as used in the Plan shall equal the mean of
the high and low price of the Common Stock on the New York
Stock Exchange on the applicable date.
7. OPTION TERM
The term of each Option grant as determined by the Committee
shall not exceed ten (10) years and one (1) month from the
date of that grant and shall expire as of the last day of
the designated term, unless terminated earlier under the
provisions of the Plan.
8. OPTION TYPE
Option grants will be Non-Qualified Stock Options governed
by Section 83 of the Internal Revenue Code of 1986, as
amended (the "Code") or any successor provision.
9. NON-TRANSFERABILITY OF OPTIONS
No Option granted under this Plan shall be transferable by
the Optionee otherwise than by the Optionee's Last Will and
Testament or by the laws of descent and distribution. An
Optionee shall forfeit any Option assigned or transferred,
voluntarily or involuntarily, other than as permitted under
this Section. Each Option shall be exercised during the
Optionee's lifetime only by the Optionee or his or her
guardian or legal representative.
10. EXERCISE OF OPTIONS
Except as provided in Sections 12, 13 and 14, each
Option shall be vested and may be exercised in accordance
with such terms and conditions as may be determined by the
Committee for grants to officers or executives and by the
Chief Executive Officer of the Company for grants to other
management participants.
Subject to the provision of this Section 10, each
Option may be exercised in whole or, from time to time, in
part with respect to the number of then exercisable shares
in any sequence desired by the Optionee without regard to
the date of grant of stock options under other plans of the
Company.
An Optionee exercising an Option shall give notice to
the Company of such exercise and of the number of shares
elected to be purchased prior to 4:30 P.M. CST/CDT on the
day of exercise, which must be a business day at the
executive offices of the Company. At the time of purchase,
the Optionee shall tender the full purchase price of the
shares purchased. Until such payment has been made and a
certificate or certificates for the shares purchased has
been issued in the Optionee's name, the Optionee shall
possess no stockholder rights with respect to any such
shares. Payment of such purchase price shall be made to the
Company, subject to any applicable rule or regulation
adopted by the Committee:
(i) in cash (including check, draft, money
order or wire transfer made payable to the
order of the Company);
(ii) through the delivery of shares of Common
Stock owned by the Optionee; or
(iii) by a combination of (i) and (ii) above.
For determining the payment, Common Stock delivered
pursuant to (ii) or (iii) shall have a value equal to the
Fair Market Value of the Common Stock on the date of
exercise.
11. WITHHOLDING TAXES ON OPTION EXERCISE
Each Optionee shall deliver to the Company cash in an
amount equal to all federal, state and local withholding
taxes required to be collected by the Company in respect of
the exercise of an Option, and until such payment is made,
the Company may, in its discretion, retain all or a portion
of the shares to be issued.
Notwithstanding the foregoing, to the extent permitted
by law and pursuant to such rules as the Committee may
adopt, an Optionee may authorize the Company to satisfy any
such withholding requirement by directing the Company to
withhold from any shares to be issued such number of shares
as shall be sufficient to satisfy the withholding
obligation.
12. EXERCISE OF OPTIONS IN EVENT OF CERTAIN CHANGES OF
CONTROL
Each outstanding Option shall become immediately and
fully exercisable for a period of six (6) months following
the date of the following occurrences, each constituting a
"Change of Control":
(i) if any person (including a group as
defined in Section 13(d)(3) of the 1934 Act)
becomes, directly or indirectly, the
beneficial owner of twenty (20) percent or
more of the shares of the Company entitled to
vote for the election of directors;
(ii) as a result of or in connection with any
cash tender offer, exchange offer, merger or
other business combination, sale of assets or
contested election, or combination of the
foregoing, the persons who were Directors of
the Company just prior to such event cease to
constitute a majority of the Company's Board
of Directors; or
(iii) the stockholders of the Company approve an
agreement providing for a transaction in which
the Company will cease to be an independent
publicly-owned corporation or a sale or other
disposition of all or substantially all of the
assets of the Company occurs.
After such six (6) month period the normal option
exercise provisions of the Plan shall govern. In the event
an Optionee is terminated as an employee of the Company or a
Subsidiary within two (2) years of any of the events
specified in (i), (ii) or (iii), all outstanding Stock
Options at that date of termination shall become immediately
exercisable for a period of three (3) months.
13. TERMINATION OF EMPLOYMENT OR LEAVE OF ABSENCE OF AN
OPTIONEE
(a) Normal Termination
If the Optionee's employment by the Company or a
subsidiary terminates for any reason other than as specified
in subsections (b), (c), (d) or (e), the Options shall
terminate three (3) months after such termination. If the
employment by the Company or a subsidiary of an Optionee,
other than an Optionee subject to Section 16 of the 1934
Act, is terminated for the convenience of the Company, as
determined by the Committee, and, at the time of termination
the sum of the Optionee's age and service with the Company
equals or exceeds 70, the Committee, in its sole discretion,
may permit any Option previously granted to the Optionee
under the Plan to be exercised to the full extent that such
Option could have been exercised by such Optionee
immediately prior to the Optionee's termination and may
permit such Option to remain exercisable until the
expiration of the Option in accordance with its original
term.
(b) Death
If the termination of employment is due to the
Optionee's death, the Options may be exercised as provided
in Section 14.
(c) Retirement
If the termination of employment is due to the
Optionee's retirement, the Optionee thereafter may exercise
an Option within the period remaining under the original
term of the Option.
(d) Spin-offs
If the termination of employment is due to the
cessation, transfer, or spin-off of a complete line of
business of the Company, the Committee, in its sole
discretion, may determine that all outstanding Options
granted more than one (1) year prior to the date of such
termination shall immediately become exercisable for a
period of three (3) years after the date of such
termination, subject to the provisions of Section 7.
(e) Leave of Absence
Unless the Committee shall otherwise determine, if an
Optionee is placed on an unpaid leave of absence, such
Optionee's Options shall terminate at the expiration of the
unpaid leave of absence.
If an Optionee is placed on an unpaid leave of absence,
retires during such leave, and the Committee had decided not
to terminate the Optionee's right to exercise an Option at
the date of the inception of said leave of absence, then
such Optionee may exercise an Option in accordance with
subsection (c).
14. DEATH OF OPTIONEE
If an Optionee should die while employed by the Company
or a subsidiary or after retirement, any Option previously
granted to the Optionee under this Plan may be exercised by
the person designated in such Optionee's Last Will and
Testament or, in the absence of such designation, by the
Optionee's estate, to the full extent that such Option could
have been exercised by such Optionee immediately prior to
the Optionee's death, subject to the original term of the
Option.
15. AMENDMENTS TO THE PLAN
The Plan may be terminated, modified, or amended by the
Board of Directors of the Company.
Subject to the approval of the Board of Directors, the
Committee may at any time terminate, modify or suspend the
operation of the Plan, provided that no such amendment,
alteration or discontinuation shall be made without the
approval of the stockholders of the Company:
(i) if such approval is necessary to comply with
any legal, tax or regulatory requirement,
including any approval requirement which is a
prerequisite for exemptive relief from Section
16(b) of the 1934 Act; or
(ii) to materially increase the number of shares
which may be issued under the Plan or materially
modify the requirements as to eligibility for
participating in the Plan.
The Board of Directors shall have authority to cause
the Company to take any action related to the Plan which may
be required to comply with the provisions of the Securities
Act of 1933, as amended, the 1934 Act, and the rules and
regulations prescribed by the Securities and Exchange
Commission. Any such action shall be at the expense of the
Company.
No termination, modification, suspension or amendment
of the Plan shall alter or impair the rights of any Optionee
pursuant to a prior grant, without the consent of the
Optionee.
16. FOREIGN JURISDICTIONS
The Committee may adopt, amend, and terminate such
arrangements, not inconsistent with the intent of the Plan,
as it may deem necessary or desirable to make available tax
or other benefits of laws of any foreign jurisdiction, to
key employees of the Company who are subject to such laws
and who are eligible to receive Option grants under the
Plan.
17. DURATION OF THE PLAN
Grants may be made under the Plan until September 30,
1995.
18. NOTICE
All notices and communications to the Company shall be
in writing, effective as of actual receipt by the Company,
and shall be sent to:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Compensation
If by Telex: 170360 Gen Mills
If by Facsimile: (612) 540-4925
19. SECTION 16 OFFICERS
With respect to persons subject to Section 16 of the
1934 Act, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its
successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
Effective as of September 17, 1990
As amended effective June 1, 1992
As amended effective June 27, 1994