EXHIBIT 10.1
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1988
As Amended Through June 27, 1994
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1988
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc. Stock Option and
Long-Term Incentive Plan of 1988 (the "Plan") is to
attract and retain strong management employees by
rewarding certain officers and key employees of General
Mills, Inc. (the "Corporation") and its subsidiaries who
are primarily responsible for the management, growth and
sound development of the business of the Corporation.
2. EFFECTIVE DATE OF PLAN
This Plan shall become effective as of September 26,
1988, subject to the approval of the stockholders of the
Corporation at the Annual Meeting on September 26, 1988.
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
Corporation'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, the
number of shares to be optioned or awarded 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 Corporation,
stockholders and optionees.
4. COMMON STOCK SUBJECT TO THE PLAN
The shares of Common Stock of the Corporation ($.10 par
value) to be issued upon exercise of a Stock Option, as
Restricted Stock, or 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 treasury, or Common Stock
purchased on the open market or otherwise.
Approval of the Plan by the stockholders of the
Corporation 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.
The Committee, in its discretion, may require as a
condition to the grant of Stock Options, Restricted Stock
or Restricted Stock Units, the deposit of Common Stock
("Deposit Shares") by the person receiving such grant,
and the forfeiture of such Stock Options, Restricted
Stock or Restricted Stock Units, if such deposit is not
made or maintained during the option period or the
applicable restricted period. Such shares of deposited
Common Stock may not be otherwise sold, exchanged,
transferred, pledged or disposed of during the applicable
option period or restricted period. The Committee may
also determine whether any shares issued in respect 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
originally authorized under the Plan for which Stock
Options, Restricted Stock and Restricted Stock Units
could be granted under the Plan was 6,000,000 shares. As
of September 20, 1993, and subject to the provisions of
the next succeeding paragraph, there remain 798,050
shares authorized to be issued under the Plan (as
adjusted for stock splits). If a Stock Option granted
under the Plan is terminated without having been
exercised in full, the unpurchased shares shall become
available for grant to other employees, except when a Non-
Qualified Stock Option is terminated as a result of a
withdrawal from an optionee's Performance Unit Account.
The number of shares subject to the Plan, the outstanding
options, the outstanding Restricted Stock, the
outstanding Restricted Stock Units 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 Corporation 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 Corporation;
or
(iii) the Common Stock of the Corporation 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
Corporation 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 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 of
the Corporation 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 shares of the
Common Stock on the New York Stock Exchange on the
applicable date.
7. STOCK OPTION TERM
The term of any Stock Option grant as determined by the
Committee shall not exceed 10 years and 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. STOCK OPTION TYPE
The Committee shall determine whether stock option grants
will be Non-Qualified Stock Options governed by section
83 of the Internal Revenue Code of 1986, as amended (the
"Code") or Incentive Stock Options governed by section
422A of the Code or stock options governed by any other
newly enacted provision of the Code.
9. INCENTIVE STOCK OPTIONS
No optionee may be granted an Incentive Stock Option,
under this or any other stock option plan of the
Corporation, with respect to which the Fair Market Value
of shares subject to such Incentive Stock Option and
which first become exercisable in a specified calendar
year exceed $100,000. For purposes of this Section, the
Fair Market Value of such shares shall be determined on
the date of the grant.
10. PERFORMANCE UNITS
At the time of the granting of Non-Qualified Stock
Options, the Corporation may grant corresponding
Performance Units to the optionee, less than or equal in
number to the shares covered by the option grant.
In each fiscal year of the Corporation in which
Performance Units may be granted, the Committee shall
establish goals for
(i) the compound growth in earnings per share
("EPS") for the Corporation over 3 fiscal years
(the "Performance Period"); and
(ii) the after-tax return on average stockholder
equity ("ROE") for the Corporation for the
final fiscal year of the Performance
Period.
The Committee shall specify the Performance Unit values
to be earned at various actual rates of EPS growth and
ROE. "EPS" means the Corporation's earnings from
continuing operations per common share and common share
equivalent (before extraordinary items) as reported in
the Corporation's financial statements included in the
Corporation's annual report for the final fiscal year of
the Performance Period. The compound growth rate in EPS
shall be calculated by comparing the EPS for the final
fiscal year of the Performance Period and the EPS for the
fiscal year immediately preceding the Performance Period.
"ROE" means the Corporation's after-tax earnings, divided
by its average equity, which is the sum of beginning and
ending total stockholders' equity for such fiscal year
divided by 2. EPS and ROE shall be subject to such
adjustments as may be determined by the Committee. An
optionee shall have no vested right to the value of a
Performance Unit until the end of the Performance Period,
except as set forth below.
A Performance Unit Account shall be established for each
optionee for each fiscal year in which Performance Unit
grants are made under the Plan. The value of the
Performance Units when determined shall be credited to
the optionee's Performance Unit Account, and such amount
shall thereafter earn interest at an annual rate
determined by the Committee; provided, that no such
interest rate shall exceed two-thirds of the
Corporation's "return on average capital structure,"
defined as earnings after-tax plus after-tax interest
expense, divided by average capital structure. "Average
capital structure" is the sum of beginning and ending
stockholders' equity and interest bearing obligations,
both current and long-term, divided by 2. The optionee's
Performance Unit Account shall be credited with such
interest on such Performance Units at the end of each
fiscal quarter of the Corporation until:
(i) such Performance Units are withdrawn from
the Account by the optionee; or
(ii) the corresponding Non-Qualified Stock
Options have been exercised, provided that no
interest shall be paid beyond the term of the
corresponding Non-Qualified Stock Option.
In the event of a Change of Control as described in
Section 15, Performance Units which have not been valued
shall be immediately valued at the maximum amount
specified by the Committee for the pro-rata portion of
the Performance Period completed to the date of the
Change of Control, and credited to each optionee's
Performance Unit Account.
Performance Units may be granted commencing in fiscal
year 1989, and each fiscal year thereafter until the
termination of the Plan. Accruals of the Performance
Units (but not the accumulating interest) shall be
charged annually against the Corporation's profit sharing
fund established in accordance with the resolution
approved by the stockholders in 1933, as amended in 1953
and 1968.
11. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
A. Grant of Awards
With respect to awards of Restricted Stock and
Restricted Stock Units, the Committee shall:
(i) select those employees to whom awards will be
made ("the Participants"), provided that
Restricted Stock Units may only be awarded to
those officers or key employees of the
Corporation or a subsidiary 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;
(iv) determine the purchase price, if any, to be paid
by the Participant for (a) shares of Restricted
Stock at the time of the award, or (b)
Restricted Stock Units at the expiration of the
applicable restricted period; and
(v) determine any restrictions other than those set
forth in this Section 11.
Each Participant who receives shares of Restricted
Stock shall deliver to the Corporation a stock power
endorsed in blank relating to the Restricted Stock
prior to issuance of Restricted Stock. A certificate
for the shares of Restricted Stock shall be issued and
registered in the name of the Participant and shall
bear an appropriate restrictive legend. Such
certificates shall be held in the custody of the
Corporation until the restricted period expires or
until all restrictions thereon otherwise lapse.
Subject to the restrictions set forth in this
Section 11, each Participant who receives Restricted
Stock shall have all rights as a shareholder 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 pursuant
thereto, and the Corporation 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 shareholders 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 Corporation shall
pay to each such Participant an amount equal to the
sum of all dividends and other distributions paid by
the Corporation on that number of shares of Common
Stock during the prior quarter.
B. Termination of Employment
Except when specified otherwise in this Section 11, if
a Participant's employment by the Corporation or a
subsidiary terminates before the expiration of the
applicable restricted period for Restricted Stock or
Restricted Stock Units for any reason other than
disability, retirement, death, "Change of Control" (as
defined in Section 15), or termination for the
convenience of the Corporation, 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
Corporation.
For those shares of Restricted Stock or Restricted
Stock Units which have a deposit requirement, subject
to the provisions of this Section 11, a Participant
will be eligible to vest only in those shares of
Restricted Stock or Restricted Stock Units for which
Deposit Shares are on deposit with the Corporation as
of the date the Participant's employment with the
Corporation terminates.
(i) Early Retirement
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 award provides otherwise):
(a) Leave Deposit Shares on deposit with the
Corporation 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;
(b) Withdraw Deposit Shares and vest in a
proportionate number of shares of Restricted
Stock or Restricted Stock Units, effective
as of the date the Deposit Shares 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.
(ii) 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).
(iii) Disability
A Participant who becomes permanently disabled
and unable to work (as determined by the
Corporation's Director of Health and Human
Services) 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 disability.
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 disability, as a percentage of the
applicable restricted period.
(iv) Death
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.
(v) Change of Control
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.
(vi) Termination for Convenience of the Corporation
In the event a Participant's employment with the
Corporation is terminated for the convenience of
the Corporation during any applicable restricted
period, the Committee, in its sole discretion,
may vest such Participant in all or any portion
of shares of Restricted Stock or Restricted
Stock Units, effective as of the date of such
termination.
C. Non-Transferability
Except as otherwise provided in Section 11, no shares
of Restricted Stock and no Restricted Stock Units
shall be sold, exchanged, transferred, pledged, or
otherwise disposed of during the restricted period.
D. Withholding Taxes
Upon the vesting of Restricted Stock or Restricted
Stock Units, the Participant shall deliver to the
Corporation (or foreign subsidiary) cash in an amount
equal to all federal, state, and local or foreign
withholding taxes required to be collected by the
Corporation (or foreign subsidiary), and the
Corporation (or foreign subsidiary) may, in its
discretion, retain all or a portion of the shares to
be delivered until such payment is made.
Notwithstanding the foregoing, in the event the number
of shares to be issued equals or exceeds 500 and to
the extent permitted by law and pursuant to such rules
as the Committee may adopt, a Participant may
authorize the Corporation to satisfy any such
withholding requirement by directing the Corporation
to withhold from any shares to be issued, such number
of shares as shall be sufficient to satisfy the
withholding obligation.
12. NON-TRANSFERABILITY OF STOCK OPTIONS AND
PERFORMANCE UNITS
No Stock Option or Performance Unit 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, and such Stock Option shall
be exercised and Performance Units withdrawn during the
optionee's lifetime only by the optionee or his or her
guardian or legal representative.
13. EXERCISE OF STOCK OPTIONS
Except as provided in Sections 15, 18 and 19 (Change of
Control, termination or death), each Stock Option may be
exercised only:
(i) after 1 year of continued employment
with the Corporation or a subsidiary (as defined
in section 425(f) of the Code) immediately
following the date the Stock Option is granted;
(ii) during the optionee's employment with the
Corporation or such subsidiary; and
(iii) in such cumulative annual installments as
determined by the Committee at the time of grant.
Subject to the provisions of this Section 13, each Non-
Qualified Stock 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 other
Stock Options.
An optionee exercising a Stock Option shall give notice
to the Corporation 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 Corporation. 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 such shares. Payment of such purchase price
shall be made to the Corporation, 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 Corporation);
(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.
14. WITHHOLDING TAXES ON STOCK OPTION EXERCISE
Each optionee shall deliver to the Corporation cash in an
amount equal to all federal, state and local withholding
taxes required to be collected by the Corporation in
respect of the exercise of a Stock Option, and until such
payment is made, the Corporation 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 Corporation to
satisfy any such withholding requirement by directing the
Corporation to withhold from any shares to be issued,
such number of shares as shall be sufficient to satisfy
the withholding obligation.
15. EXERCISE OF STOCK OPTIONS IN EVENT OF CERTAIN
CHANGES 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 Securities Exchange
Act of 1934) becomes, directly or indirectly,
the beneficial owner of 20% or more of
the shares of the Corporation 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
Corporation just prior to such event cease to
constitute a majority of the Corporation's Board
of Directors; or
(iii) the stockholders of the Corporation approve an
agreement providing for a transaction in which
the Corporation 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 Corporation occurs.
After such 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 Corporation
or a subsidiary within 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 3 months.
With respect to Stock Option grants outstanding as of the
date of any such Change of Control which require the
deposit of optionee-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 optionee; and (b) any restrictions on the sale of
shares issued in respect of any such Stock Option shall
lapse.
16. WITHDRAWAL OF PERFORMANCE UNITS
Performance Units (plus accrued interest) may be
withdrawn only after the completion of the Performance
Period, except as described in Section 10, and provided
the optionee has remained in the employment of the
Corporation during said Performance Period, except as
provided in Sections 18 and 19 (termination or death).
An optionee may subsequently withdraw Performance Units,
without regard to the date of the grant of the
Performance Units. Withdrawals must be made in whole
units, including accrued interest.
To withdraw Performance Units, the optionee shall give
notice to the Corporation. Upon receipt of such notice,
the Committee shall determine whether the withdrawal is
to be paid in cash or by the delivery of Common Stock
with a Fair Market Value on the date of withdrawal equal
to the amount being withdrawn.
17. RELATIONSHIP OF PERFORMANCE UNITS AND NON-QUALIFIED
STOCK OPTIONS
Upon a withdrawal of Performance Units (including accrued
interest), the corresponding Non-Qualified Stock Options
shall terminate on a "one-for-one" basis. Upon the
exercise of Non-Qualified Stock Options, the optionee's
corresponding Performance Unit Account shall be decreased
on a "one-for-one" basis by the value of the Performance
Units, including accrued interest, on the date of such
exercise. In the event Non-Qualified Stock Options are
exercised prior to the completion of the Performance
Period, the corresponding Performance Units shall not be
valued and shall lapse on a "one-for-one" basis as of the
date of such exercise.
18. TERMINATION OF EMPLOYMENT OR LEAVE OF ABSENCE OF AN
OPTIONEE
A. Normal Termination
If the optionee's employment by the Corporation or a
subsidiary terminates for any reason other than as
specified in subsections B, C, D or E, the optionee's
Stock Options and right to withdraw Performance Units
shall terminate 3 months after such termination, and
all Performance Units granted but not valued at the
termination of employment shall expire on that date.
If the employment by the Corporation 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 Corporation, as determined by the
Committee, and, at the time of termination the sum of
the optionee's age and service with the Corporation
equals or exceeds 70, the Committee, in its sole
discretion, may permit any Stock Option previously
granted to the optionee under the Plan to be
exercised to the full extent that such Stock Option
could have been exercised by such optionee
immediately prior to the optionee's termination and
may permit such Stock Option to remain exercisable
until the earlier of (i) 5 years after the date of
termination, or (ii) the expiration of the Stock
Option in accordance with its original term.
B. Death
If the termination of employment is due to the
optionee's death, the Stock Options may be
exercised or Performance Units withdrawn as
provided in Section 19.
C. Retirement
If the termination of employment is due to the
optionee's retirement, the optionee may exercise a
Stock Option, subject to the original term of the
Stock Option, within 5 years after the date of
retirement, including any Stock Option granted
under the Plan within the 12 months preceding such
retirement and, provided further, with respect to
Stock Option grants which require the deposit by
the optionee of optionee-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. Performance Units
granted but not valued at the date of retirement
shall be valued at the end of the Performance
Period as provided in Section 10 with such value
being reduced by the percentage of the Performance
Period not completed at the date of such
retirement. In the event of such retirement, the
optionee may withdraw Performance Units within such
time period as the corresponding Non-Qualified
Stock Option could have been exercised after the
optionee's retirement.
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 Corporation, the Committee, in
its sole discretion, may determine that all
outstanding Stock Options granted more than 1 year
prior to the date of such termination shall
immediately become exercisable for a period of 2
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 Stock Options and right to
withdraw Performance Units shall terminate at the
expiration of 3 months from the inception of said
leave of absence and all Performance Units granted,
but not valued, at the inception of said leave of
absence shall expire on such date.
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 a Stock Option, right
to withdraw Performance Units or the right to
Performance Units granted, but not valued, at the
date of the inception of said leave of absence,
then such optionee may exercise a Stock Option or
withdraw Performance Units in accordance with
subsection C. Performance Units granted but not
valued at the date of such retirement shall be
valued at the end of the Performance Period as
provided in Section 10 with such value being
reduced by the percentage of the Performance Period
not completed at the date the optionee was placed
on the unpaid leave of absence.
19. DEATH OF OPTIONEE
If an optionee should die while employed by the
Corporation or a subsidiary, any Stock Option previously
granted to the optionee under this Plan may be exercised
or Performance Units withdrawn 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 Stock Option could have been
exercised or Performance Units withdrawn by such optionee
immediately prior to the optionee's death, provided that
the Stock Option is exercised or corresponding
Performance Units which have been valued are withdrawn
within 2 years of the optionee's death.
Performance Units granted but not valued at the date of
the optionee's death shall be valued at the end of the
applicable Performance Period with such value being
reduced by the percentage of the Performance Period not
completed at the date of death. Such amounts must be
withdrawn within the later of (i) 2 years of the
optionee's death or (ii) 3 months of such valuation.
With respect to Stock Option grants which require the
deposit by the optionee of optionee-owned Common Stock as
a condition to obtaining rights, in the event an optionee
should die while in the employment of the Corporation or
a subsidiary, said Stock Options may be exercised as
provided in the first paragraph of this Section, subject
to the following special conditions:
(i) any restrictions on the sale of shares issued
in respect of any such Stock Option shall
cease;
(ii) any optionee-owned Common Stock deposited by the
optionee pursuant to said grant shall be
promptly returned to the person designated in
such optionee's Last Will and Testament or, in
the absence of such designation, to the
optionee's estate, and all requirements
regarding deposit by the optionee shall be
terminated; and
(iii) the amount of the Stock Options deemed to be
exercisable immediately prior to the
optionee's death shall be as follows: (a) None,
if the date of death is less than 1 year after
the date of the grant; (b) 1/3, if the date of
death is 1 year after the date of the grant; (c)
2/3, if the date of death is 2 years after the
date of the grant; and (d) total amount, if the
date of death is 3 years after the date of the
grant.
20. AMENDMENTS OF THE PLAN
The Plan may be terminated, modified, or amended by the
Board of Directors of the Corporation.
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 Committee without
the approval of the stockholders of the Corporation which
would:
(i) materially increase the number of shares
which may be issued under the Plan;
(ii) materially increase the benefits accruing
to optionees and 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
Corporation 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 Securities
Exchange Act of 1934, as amended, and the rules and
regulations prescribed by the Securities and Exchange
Commission. Any such action shall be at the expense of
the Corporation.
No termination, modification, suspension, or amendment of
the Plan shall alter or impair the rights of any optionee
or Participant pursuant to a prior grant, without the
consent of the optionee or Participant.
21. 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 Corporation who are
subject to such laws and who receive grants under the
Plan.
22. DURATION OF THE PLAN
Grants may be made under the Plan until July 1, 1994.
23. NOTICE
All notices to the Corporation shall be in writing,
effective as of actual receipt by the Corporation, 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
24. 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.
Adopted by the Board of Directors on July 25, 1988
Adopted by the Shareholders on September 26, 1988
Effective as of September 26, 1988
As amended effective March 1, 1989
As amended effective April 23, 1990
As amended effective April 22, 1991
As amended effective June 1, 1992
As amended effective September 20, 1993
As amended effective June 27, 1994