EXHIBIT 10.21
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1993
As Amended Through June 27, 1994
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1993
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc. Stock Option
and Long-Term Incentive Plan of 1993 (the "Plan") is
to attract and retain able employees by rewarding
employees of General Mills, Inc., its subsidiaries and
affiliates (defined as entities in which General
Mills, Inc. owns an equity interest of 25% or more)
(collectively, the "Company") who are responsible for
the growth and sound development of the business of
the Company, and to align the interests of all
employees with those of the stockholders of the
Company.
2. EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN
A. Effective Date and Duration
This Plan shall become effective as of September
20, 1993, subject to the approval of the
stockholders of the Company at the Annual Meeting
on September 20, 1993. Awards may be made under
the Plan until October 1, 1998.
B. Summary of Option Provisions for Participants
The stock option that will be awarded to
employees under this Plan gives a right to an
employee to purchase at a future date shares of
General Mills, Inc. common stock at a fixed
price. As an employee, you will receive an
"option certificate" in your own name, which will
contain the term and other conditions of the
option grant. In general, each certificate will
state the number of shares of General Mills that
you can purchase from the Company, the price at
which you can purchase the shares, and the date
you can make your purchase. You will not have
any taxable income when you receive the option
certificate.
The price at which you may buy the General Mills
shares will be equal to the market price of the
Company shares on the New York Stock Exchange as
of the day the option was awarded to you. If
during the period that you must hold the option
certificate before you can use it, the price of
General Mills stock has risen, you will make a
gain on exercising the option certificate equal
to the difference between the price shown on the
option certificate and the market price of
General Mills shares on the date you use your
option to buy shares under the terms of the
option certificate. This gain is taxable to you.
You will never be obligated to buy shares of
General Mills if you do not wish to do so. After
the necessary holding period before you can use
the certificate, you can continue to hold the
option certificate as an employee for up to ten
years and one month before making the decision
whether or not to buy shares of General Mills.
After the full term of ten years and one month,
the rights under the certificate will lapse and
cannot then be used by the employee.
In general, you cannot sell or assign the option
certificate to any other person, and the specific
provisions which cover your rights in the option
certificate are covered in the full text of the
Plan.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation
Committee (the "Committee"). The Committee shall be
comprised solely of non-employee, independent members
of the Board of Directors (the "Board") appointed in
accordance with the Company's Certificate of
Incorporation. Subject to the provisions of Section
14, the Committee shall have authority to adopt rules
and regulations for carrying out the purpose of the
Plan, select the employees to whom Awards will be made
("Participants"), determine the number of shares to be
awarded and the other terms and conditions of Awards
in accordance with the Plan provisions 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 its duties under the Plan in whole or in
part, on such terms and conditions, to the Chief
Executive Officer and to other senior officers of the
Company; provided further, that only the Committee may
select and make other decisions as to Awards to
Participants who are subject to Section 16 of the 1934
Act and to other executives of the Company. The
Committee (or its permitted delegate) may correct any
defect or supply any omission or reconcile any
inconsistency in any agreement relating to any Award
under the Plan in the manner and to the extent it
deems necessary. Decisions of the Committee (or its
permitted delegate) shall be final, conclusive and
binding upon all parties, including the Company,
stockholders and Participants.
4. COMMON STOCK SUBJECT TO THE PLAN
The shares of common stock of the Company ($.10 par
value) ("Common Stock") to be issued upon exercise of
a Stock Option, awarded as Restricted Stock, or issued
upon expiration of the restricted period for
Restricted Stock Units, may be made available from the
authorized but unissued Common Stock, shares of Common
Stock held in the Company's treasury, or Common Stock
purchased by the Company 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.
The Committee, in its discretion, may require as a
condition to the grant of Stock Options, Restricted
Stock or Restricted Stock Units (collectively,
"Awards"), the deposit of Common Stock owned by the
Participant receiving such grant, and the forfeiture
of such Awards, if such deposit is not made or
maintained during the required holding period or the
applicable restricted period. Such shares of
deposited Common Stock may not be otherwise sold,
pledged or disposed of during the applicable holding
period or restricted period. The Committee may also
determine whether any shares issued upon exercise of a
Stock Option shall be restricted in any manner.
Subject to the provisions of the next succeeding
paragraph, the maximum aggregate number of shares of
Common Stock authorized under the Plan for which
Awards may be granted under the Plan is 8,000,000;
provided that if during the term of the Plan the
Company repurchases shares of Common Stock, on the
open market or otherwise and in compliance with the
rules and regulations of the Securities and Exchange
Commission, additional Awards may be granted equal to
the number of shares repurchased, subject that no more
than 4,000,000 additional shares of Common Stock shall
be authorized for Awards hereunder; and provided
further that the total number of shares of Common
Stock that shall be available for Restricted Stock and
Restricted Stock Unit Awards under the Plan shall be
limited to 4% of the total shares authorized for Award
hereunder. Upon the expiration, forfeiture,
termination or cancellation, in whole or in part, of
unexercised Stock Options, or forfeiture of Restricted
Stock or Restricted Stock Units on which no dividends
or dividend equivalents have been paid, the shares of
Common Stock subject thereto shall again be available
for Awards under the Plan.
The number of shares subject to the Plan, the
outstanding Awards and the exercise price per share of
outstanding Stock Options may be appropriately
adjusted by the Committee in the event that:
(i) the number of outstanding shares of
Common Stock shall be changed by reason of
split-ups, spin-offs, combinations or
reclassifications of shares;
(ii) any stock dividends are distributed
to the holders of Common Stock; or
(iii) the Common Stock is converted into
or exchanged for other shares as a result of
any merger or consolidation (including a sale
of assets) or other recapitalization, or
other similar events occur which affect the
value of the Common Stock.
5. ELIGIBLE PERSONS
Only persons who are employees of the Company and,
except as expressly approved by the Committee, having
three or more years of service, shall be eligible to
receive Awards under the Plan ("Participants"). No
Award shall be made to any member of the Committee or
any other non-employee director of the Company.
6. PURCHASE PRICE OF STOCK OPTIONS
The purchase price for each share of Common Stock
issuable under a Stock Option shall not be less than
100% of the Fair Market Value of the shares of Common
Stock 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. STOCK OPTION TERM AND TYPE
The term of any Stock Option as determined by the
Committee shall not exceed 10 years and one month from
the date of grant and shall expire as of the close of
business on the last day of the designated term,
unless terminated earlier under the provisions of the
Plan. Stock Option grants under the Plan shall be Non-
Qualified Stock Options governed by section 83 of the
Internal Revenue Code of 1986, as amended (the
"Code").
8. EXERCISE OF STOCK OPTIONS
Except as provided in Sections 12 and 13 (Change of
Control and Termination of Employment), each Stock
Option may be exercised only after five years of the
Participant's continued employment with the Company.
An optionee exercising a Stock Option shall give
notice to the Company of such exercise and of the
number of shares elected to be purchased prior to 4:30
P.M. CST/CDT on the day of exercise, which must be a
business day at the executive offices of the Company.
At the time of purchase, the Participant 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 Participant's name, the Participant shall
possess no stockholder rights with respect to 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 Participant; or
(iii) by a combination of (i) and (ii) above.
For determining the amount of the payment, Common
Stock delivered pursuant to (ii) or (iii) shall have a
value equal to the Fair Market Value of the Common
Stock on the date of exercise.
9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
With respect to Awards of Restricted Stock and
Restricted Stock Units, the Committee shall:
(i) select Participants to whom Awards will be
made, provided that Restricted Stock Units
may only be awarded to those employees of the
Company who are employed in a country other
than the United States;
(ii) determine the number of shares of Restricted
Stock or the number of Restricted Stock Units
to be awarded;
(iii) determine the length of the restricted
period, which shall be no less than three
years;
(iv) determine the purchase price, if any, to be
paid by the Participant for Restricted Stock
or Restricted Stock Units; and
(v) determine any restrictions other than those
set forth in this Section 9.
Any shares of Restricted Stock granted under the
Plan may be evidenced in such manner as the
Committee deems appropriate, including, without
limitation, book-entry registration or issuance of
stock certificates, and may be held in escrow.
Subject to the restrictions set forth in this
Section 9, each Participant who receives Restricted
Stock shall have all rights as a stockholder with
respect to such shares, including the right to vote
the shares and receive dividends and other
distributions.
Each Participant who receives Restricted Stock
Units shall be eligible to receive, at the
expiration of the applicable restricted period, one
share of Common Stock for each Restricted Stock
Unit awarded, and the Company shall issue to and
register in the name of each such Participant a
certificate for that number of shares of Common
Stock. Participants who receive Restricted Stock
Units shall have no rights as stockholders with
respect to such Restricted Stock Units until such
time as share certificates for Common Stock are
issued to the Participants; provided, however, that
quarterly during the applicable restricted period
for all Restricted Stock Units awarded hereunder,
the Company shall pay to each such Participant an
amount equal to the sum of all dividends and other
distributions paid by the Company during the prior
quarter on that equivalent number of shares of
Common Stock.
Subject to the provisions of Section 12, for awards
of Restricted Stock or Restricted Stock Units which
have a deposit requirement, a Participant will be
eligible to vest only in those shares of Restricted
Stock or Restricted Stock Units for which
personally-owned shares are on deposit with the
Company as of the date the Participant's employment
with the Company terminates.
10. NON-TRANSFERABILITY
Except as otherwise provided in Section 9, no shares
of Restricted Stock and no Restricted Stock Units
shall be sold, exchanged, transferred, pledged, or
otherwise disposed of during the restricted period.
No Stock Options granted under this Plan shall be
transferable by a Participant otherwise than (i) by
the Participant's last will and testament or (ii) by
the applicable laws of descent and distribution, and
such Stock Options shall be exercised during the
Participant's lifetime only by the Participant or his
or her guardian or legal representative. Other than
as set forth herein, no Award under the Plan shall be
subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void.
11. WITHHOLDING TAXES
It shall be a condition to the obligation of the
Company to deliver shares upon the exercise of a Stock
Option, the vesting of Restricted Stock or Restricted
Stock Units and the corresponding issuance of shares
of unrestricted Common Stock, that the Participant pay
to the Company cash in an amount equal to all federal,
state, local and foreign withholding taxes required to
be collected in respect thereof.
Notwithstanding the foregoing, to the extent permitted
by law and pursuant to such rules as the Committee may
adopt, a Participant may authorize the Company to
satisfy any such withholding requirement by directing
the Company to withhold from any shares of Common
Stock to be issued, all or a portion of such number of
shares as shall be sufficient to satisfy the
withholding obligation, provided that in the case of
the vesting of Restricted Stock or Restricted Stock
Units, the number of shares of Common Stock to be
issued equals or exceeds 500.
12. CHANGE OF CONTROL
Each outstanding Stock Option shall become immediately
and fully exercisable for a period of 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 20% 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 6-month period the normal option exercise
provisions of the Plan shall govern. In the event a
Participant is terminated as an employee of the
Company within 2 years after any of the events
specified in (i), (ii) or (iii), his or her
outstanding Stock Options at that date of termination
shall become immediately exercisable for a period of 3
months.
With respect to Stock Option grants outstanding as of
the date of any such Change of Control which require
the deposit of owned Common Stock as a condition to
obtaining rights: (a) said deposit requirement shall
be terminated as of the date of the Change of Control
and any such deposited stock shall be promptly
returned to the Participant; and (b) any restrictions
on the sale of shares issued in respect of any such
Stock Option shall lapse.
In the event of a Change of Control, a Participant
shall vest in all shares of Restricted Stock and
Restricted Stock Units, effective as of the date of
such Change of Control, and any deposited shares of
Common Stock shall be promptly returned to the
Participant.
13. TERMINATION OF EMPLOYMENT
A. Termination of Employment
If the Participant's employment by the Company
terminates for any reason other than as
specified herein or in subsections B, C or D,
the Participant's Stock Options shall terminate
3 months after such termination and all shares
of Restricted Stock and all Restricted Stock
Units which are subject to restriction as of
said termination date shall be forfeited by the
Participant to the Company. In the event a
Participant's employment with the Company is
terminated for the convenience of the Company,
as determined by the Committee, the Committee,
in its sole discretion, may vest such
Participant in all or any portion of outstanding
Stock Options (which shall become exercisable)
and/or shares of Restricted Stock or Restricted
Stock Units awarded to such Participant,
effective as of the date of such termination and
if, at the time of such termination the sum of
the Participant's age and service with the
Company equals or exceeds 70, the Committee, in
its sole discretion, may also extend the period
during which such Participant's outstanding
Stock Options, except those granted to
Participants who are subject to Section 16 of
the 1934 Act, may be exercised until the
expiration of the Stock Options in accordance
with their original terms.
B. Death
If a Participant should die while employed by
the Company, any Stock Option previously granted
under this Plan may be exercised by the person
designated in such Participant's last will and
testament or, in the absence of such
designation, by the Participant's estate, to the
full extent that such Stock Option could have
been exercised by such Participant immediately
prior to death. Further, with respect to
outstanding Stock Option grants which, as of the
date of death, are not yet exercisable, any such
option grant shall vest and become exercisable
in a pro-rata amount, based on the full months
of employment completed during the full vesting
period of the Stock Option from the date of
grant to the date of death.
With respect to Stock Option grants which
require the deposit of owned Common Stock as a
condition to obtaining exercise rights, in the
event a Participant should die while employed by
the Company, said Stock Options may be exercised
as provided in the first paragraph of this
Section 13B, subject to the following special
conditions:
(i) any restrictions on the sale of shares
issued in respect of any such Stock Option
shall cease; and
(ii) any owned Common Stock deposited by the
Participant pursuant to said grant shall be
promptly returned to the person designated
in such Participant's last will and
testament or, in the absence of such
designation, to the Participant's estate,
and all requirements regarding deposit by
the Participant shall be terminated.
A Participant who dies during any applicable
restricted period shall vest in a proportionate
number of shares of Restricted Stock or
Restricted Stock Units, effective as of the date
of death. Such proportionate vesting shall be
pro-rata, based on the number of full months of
employment completed during the restricted
period prior to the date of death, as a
percentage of the applicable restricted period.
C. Retirement
The Committee shall determine, at the time of
grant, the treatment of the Stock Option upon
the retirement of the Participant. Unless other
terms are specified in the original Stock Option
grant, if the termination of employment is due
to a Participant's retirement on or after age
55, the Participant may exercise a Stock Option,
subject to the original terms and conditions of
the Stock Option, including any Stock Option
granted under the Plan prior to such retirement.
With respect to Stock Option grants which
require the deposit of owned Common Stock as a
condition to obtaining rights, any restrictions
on the sale of shares issued in respect of any
such Stock Option shall lapse at the date of any
such retirement.
A Participant who retires on or after the date
he or she attains age 65 shall fully vest in all
shares of Restricted Stock or Restricted Stock
Units, effective as of the date of retirement
(unless any such award specifically provides
otherwise).
A Participant who takes early retirement (after
age 55, but prior to age 65) during any
applicable restricted period may elect either of
the following alternatives with respect to
Restricted Stock or Restricted Stock Units
(unless any such award specifically provides
otherwise):
(a) Leave owned shares on deposit with the
Company and vest in all shares of
Restricted Stock or Restricted Stock
Units, effective as of the earlier of the
date the Participant attains age 65 or
the termination date of the applicable
restricted period; or
(b) Withdraw owned shares and vest in a
proportionate number of shares of
Restricted Stock or Restricted Stock
Units, effective as of the date the
shares on deposit are withdrawn. Such
proportionate vesting shall be pro-rata,
based on the number of full months of
employment completed during the
restricted period prior to the date of
early retirement, as a percentage of the
applicable restricted period.
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, shall determine the
treatment of all outstanding Awards under the
Plan.
14. AMENDMENTS OF THE PLAN
The Plan may be terminated, modified, or amended by
the Board of Directors of the Company. The Committee
may from time to time prescribe, amend and rescind
rules and regulations relating to the Plan. Subject
to the approval of the Board of Directors, the
Committee may at any time terminate, modify, or
suspend the operation of the Plan, provided that no
action shall be taken by the Board of Directors or the
Committee without the approval of the stockholders of
the Company which would:
(i) materially increase the number of shares
which may be issued under the Plan;
(ii) materially increase the benefits accruing
to Participants under the Plan; or
(iii) 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
Participant pursuant to a prior Award without the
consent of the Participant. There is no obligation
for uniformity of treatment of Participants under the
Plan.
15. FOREIGN JURISDICTIONS
The Committee may adopt, amend, and terminate such
arrangements, not inconsistent with the intent of the
Plan, as it may deem necessary or desirable to make
available tax or other benefits of the laws of any
foreign jurisdiction, to employees of the Company who
are subject to such laws and who receive Awards under
the Plan.
16. NOTICE
All notices to the Company regarding the Plan shall be
in writing, effective as of actual receipt by the
Company, and shall be sent to:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Compensation
Effective September 20, 1993
As Amended June 27, 1994