EXHIBIT 10.9
SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.
Restated as of January 1, 1989
With Certain Provisions Effective as of January, 1992
Further Amended as of November, 1991,
December, 1992, and August, 1993
SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.
The Supplemental Savings Plan of General Mills, Inc., a non-
qualified deferred compensation plan for the exclusive benefit of
its employees, is hereby amended and restated as of January 1,
1989, with certain provisions effective as of January 1, 1992,
pursuant to authorization of the Board of Directors of General
Mills, Inc.
ARTICLE I
INTRODUCTION
Section 1.1 Name of Plan. The name of the Plan is the
"Supplemental Savings Plan of General Mills, Inc." It is also
referred to as the "Supplemental Savings Plan" or the "Plan."
Section 1.2 Effective Date. The effective date of the Plan
is July 25, 1983.
Section 1.3 Purpose. The purposes of the Supplemental
Savings Plan are to: (i) provide a means by which a Participant
may, under certain circumstances, be credited with benefits which,
in the absence of restrictions imposed by Code Sections 401(a)(17),
401(k), 401(m) or 415, would be provided as Company Contributions
under a Base Plan; and (ii) provide a means by which certain
individuals, who are otherwise eligible to participate in this
Plan, may be credited with amounts set forth under individual
arrangements which the Minor Amendment Committee has approved for
inclusion in this Plan.
ARTICLE II
DEFINITIONS
Section 2.1 Account shall mean a Participant's individual
account, as described in Section 3.2 of this Plan.
Section 2.2 Base Plan shall mean a defined contribution
plan sponsored by the Company, which is qualified under the
provisions of Code Section 401, including the Voluntary Investment
Plan of General Mills, Inc. (VIP), the Profit Sharing & Savings
Plan for General Mills Restaurants, Inc. (PSSP), the General Mills,
Inc. Employee Stock Ownership Plan (ESOP), the Retirement Savings
Plan of General Mills, Inc. (RSP), and such other defined
contribution plans as have been declared by the Board to be covered
by this Plan.
Section 2.3 Beneficiary shall mean the beneficiary or
beneficiaries designated by the Participant in writing to receive
the balance, if any, remaining in the Participant's Account upon
the Participant's death.
Section 2.4 Board shall mean the Board of Directors of
General Mills, Inc.
Section 2.5 Change in Control shall mean the occurrence of
any of the following events:
(a) any person (including a group as defined in Section
13(d)(3) of the Securities Exchange Act of 1934)
becoming, directly or indirectly, the beneficial owner of
twenty percent (20%) or more of the shares of stock of
General Mills, Inc. entitled to vote for the election of
directors;
(b) 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 shall
cease to constitute a majority of the Company's Board of
Directors; or
(c) the stockholders of the Company approve an agreement
providing for a transaction in which either 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.
Section 2.6 Code shall mean the Internal Revenue Code of
1986, as amended from time to time.
Section 2.7 Company shall mean General Mills, Inc., and any
of its subsidiaries or affiliated business entities authorized to
participate in a Base Plan by the Board, or its delegate.
Section 2.8 Company Contribution shall mean any
contribution or other addition to be made or allocated by the
Company under a Base Plan, other than a contribution made pursuant
to a Participant's election to make contributions under Code
Sections 401(k) or 401(m).
Section 2.9 ERISA shall mean the Employee Retirement Income
Security Act of 1974, as it may be amended from time to time.
Section 2.10 Limitation Year shall mean the calendar year.
Section 2.11 Minor Amendment Committee shall mean the Minor
Amendment Committee appointed by the Compensation Committee of the
Board.
Section 2.12 Participant shall mean an employee who is
eligible to participate in a formal non-qualified deferred
compensation program adopted by the Company and who participates in
this Supplemental Savings Plan pursuant to Article III.
Section 2.13 Defined Terms. Capitalized terms which are not
defined herein shall have the meaning ascribed to them in the
relevant Base Plan.
ARTICLE III
PARTICIPATION
Section 3.1 Participation. An employee described in
Section 2.12 will participate in this Plan if:
(a) as a result of the application of Code Section 415, no
additional contributions can be made to the Base Plan for
the remainder of the applicable Limitation Year, or as a
result of the application of Code Section 401(a)(17), or
the application of the nondiscrimination testing
limitations imposed by Code Sections 401(k) and 401(m),
he or she cannot make any further Participant
contributions to the Base Plan for the remainder of the
Plan Year for the Base Plan; or
(b) an individual deferred compensation agreement exists with
respect to the employee, and the Minor Amendment
Committee approves the inclusion of the amounts to be
credited under such agreement as "Company Contributions"
under the terms of this Plan. Once credited under this
Plan, such amounts shall be subject to all provisions of
this Plan.
Section 3.2 Establishment of Supplemental Savings Plan
Accounts. The Company shall establish an Account for each
Participant to which amounts shall be credited in accordance with
Section 3.3. Such amounts shall be credited to Participants'
Accounts under this Plan as bookkeeping entries only.
Section 3.3 Crediting of Company Contributions. Company
Contributions may be credited to a Participant's Account under the
following circumstances:
(a) A Participant shall be credited with amounts under this
Plan equal to the additional Company Contributions that
would have been made to the Base Plan with respect to
such Participant for the remainder of the Plan Year or
Limitation Year, as appropriate, as if the restrictions
described in Section 3.1 did not apply. Such amounts
shall be credited to such Participant's Account under
this Plan as of the last day of the month coincident with
or next following the date the additional Company
Contributions would have been made to the Base Plan if
the restrictions described in Section 3.1 did not apply.
Such credits shall be based on the rate of total
contributions elected by the Participant under the Base
Plan as in effect for the period in which the applicable
restriction first applies, but not more than the maximum
percentage of Earnable Compensation with respect to which
Company Contributions may be made pursuant to the Base
Plan as in effect for the period without regard to any
limitations on Company Contributions which may be imposed
under the Base Plan in order to comply with the
applicable limitations. In no event will amounts be
credited under this Plan with respect to any Participant
if the Participant is able to make any additional
contributions under the Base Plan without violating: (a)
the limitations of Code Section 401(a)(17); (b) the
limitations of Code Section 415; or (c) the application
of the nondiscrimination limitations under Code Sections
401(k) and 401(m).
In no event shall a Participant be credited with
Contributions under a Base Plan and this Plan during a
given period that would exceed the Contributions that
would have been made to the Base Plan in the absence of
the restrictions imposed by Code Sections 401(a)(17),
401(k), 401(m) and 415.
(b) Under the terms of an individual agreement, the amount of
Company Contributions shall be determined at the time the
Minor Amendment Committee approves the inclusion of such
amounts as Company Contributions under this Plan.
Section 3.4 Changes in Amounts Credited to a Supplemental
Savings Plan Account. Amounts credited to a Participant's
Supplemental Savings Plan Account shall be treated as if invested
in the Fixed Income Fund of the VIP, unless the Participant has
specifically requested, in writing, that the contribution be
attributed to a different fund, or combination of funds otherwise
available from time to time under the VIP. Effective as of January
1, 1992, the fund elections available for Accounts under this Plan
shall be the Fixed Income Fund, the Equity Fund, the International
Fund and the U. S. Treasury Fund of the VIP. Participants who had
previously elected to have a portion of their Account under this
Plan credited as if in the Company Stock Fund shall be given an
opportunity to make a written election to have such amounts
credited as if in any combination of the Fixed Fund, Equity Fund,
U. S. Treasury Fund or International Fund for periods beginning
January 1, 1992. In the absence of a written election from a
Participant with amounts credited under the Company Stock Fund as
of December 31, 1991, such amounts shall be credited under this
Plan as if the Participant elected to have such amounts credited in
the Fixed Income Fund for periods beginning on and after January 1,
1992. Transfers of amounts already credited to a Participant's
Supplemental Savings Plan Account shall be permitted as of the
first day of any month, provided a written request is received by
the Minor Amendment Committee, or its delegate, on or before the
last business day of the preceding month.
Section 3.5 Distribution of Amounts Credited to a
Supplemental Savings Plan Account. Amounts credited to a
Participant's Supplemental Savings Plan Account shall be available
for distribution only at such times as set forth in this Section.
(a) Hardship Withdrawals. If an active Participant withdraws
100% of the account balance available for withdrawal
under all Base Plans in which he or she participates,
such Participant may request a hardship withdrawal under
this Plan, by filing such a request in writing with the
Minor Amendment Committee. The Minor Amendment
Committee, in its sole discretion, may approve such a
request if it finds that the Participant has incurred a
severe financial hardship occasioned by an emergency,
including, but not limited to, illness, disability or
personal injury sustained by the Participant or a member
of the Participant's immediate family. If such a request
is approved, the Participant shall receive amounts
reasonably necessary to alleviate the financial hardship
from the value of such Participant's Supplemental Savings
Plan Account, effective as of the first day of the month
following the approval of such hardship withdrawal by the
Minor Amendment Committee.
(b) Death. In the event of the death of a Participant prior
to the date a full distribution has been made from the
Participant's Supplemental Savings Plan Account, the
Company shall make distribution of the balance in such
Account to the Participant's Beneficiary, effective as of
the January 1 coincident with or next following the date
of the Participant's death.
(c) Termination and Retirement. Unless an effective
"Participant Election," described below, has been filed
with the Minor Amendment Committee, the Company shall
make distribution of the amount credited to a
Participant's Supplemental Savings Plan Account to the
Participant, in a single sum, as soon as practical after
the January 1 coincident with or next following the
Participant's last day of employment with the Company. A
Participant may elect a later distribution date and/or
distribution in installments by filing a Participant
Election with the Minor Amendment Committee, specifying
the date and form of distribution of his or her
Supplemental Savings Plan Account. Such election shall
be effective provided all of the following requirements
are met:
(1) the Participant Election is filed with the Minor
Amendment Committee at least one year prior to the
date the distribution would otherwise be made;
(2) unless the date of the initial distribution from
this Plan pursuant to the Participant Election is
during the same calendar year as the date of
distribution would otherwise have been made in the
absence of such Participant election, the date of
the initial distribution from this Plan pursuant to
the Participant Election is at least one year after
the date the distribution would otherwise have been
made in the absence of such Participant Election;
and
(3) the form of distribution is specified as either a
single sum payment, or annual installment payments,
for a specified period of time, not to exceed ten
years.
A retired or terminated Participant (or Beneficiary of a
deceased Participant) may, at any time prior or
subsequent to the commencement of payments under this
Plan, elect in writing to have his or her form of payment
of all amounts due under this Plan changed to an
immediate single sum distribution which shall be paid
within one (1) business day of receipt by the Company of
such request; provided that the amount of any such single
sum distribution shall be reduced by an amount equal to
the product of (X) the total single sum distribution
otherwise payable (based on the value of the account as
of the first day of the month in which the lump-sum
amount is paid, adjusted by a pro-rata portion of the
rate of return for the month in which the lump-sum is
paid, determined by multiplying the actual rate of return
for such month by a fraction, the numerator of which is
the number of days in the month prior to the date of
payment, and the denominator of which is the number of
days in the month), and (Y) the rate set forth in
Statistical Release H.15(519), or any successor
publication, as published by the Board of Governors of
the Federal Reserve System for one-year U.S. Treasury
notes under the heading "Treasury Constant Maturities"
for the first day of the calendar month in which the
request for a single sum distribution is received by the
Company.
Notwithstanding any other provisions of this Plan to the
contrary, the Minor Amendment Committee, may, in its sole
discretion, direct that payments be made before such payments are
otherwise due if, for any reason (including, but not limited to, a
change in the tax or revenue laws of the United States of America,
a published revenue ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of
the Treasury or his delegate, or a decision by a court of competent
jurisdiction involving a Participant or Beneficiary), it believes
that a Participant or Beneficiary has recognized or will recognize
income for federal income tax purposes with respect to amounts that
are or will be payable under the Plan before they are to be paid.
In making this determination, the Minor Amendment Committee shall
take into account the hardship that would be imposed on the
Participant or Beneficiary by the payment of federal income taxes
under such circumstances. All distributions under this Plan shall
be in cash paid by check.
Section 3.6 No Forfeitures of Amounts in a Supplemental
Savings Plan Account. All credited amounts in the Plan shall be
fully vested. The Participant shall not forfeit any amount
credited to his or her Supplemental Savings Plan Account even
though such amount would have been forfeited if such amount had
been a Company Contribution under the Base Plan to which it was
attributable.
Section 3.7 Non-Assignability of Interests. The interests
herein and the right to receive distributions under this Plan may
not be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered, or subjected to any charge or legal process,
and if any attempt is made to do so, or a Participant becomes
bankrupt, the interests of the Participant under the Plan may be
terminated by the Minor Amendment Committee, which, in its sole
discretion, may cause the same to be held or applied for the
benefit of one or more of the dependents of such Participant or
make any other disposition of such interests that it deems
appropriate. Notwithstanding the foregoing, in the event a
Participant has received an overpayment from the Supplemental
Retirement Plan of General Mills, Inc. and had failed to repay such
amounts upon written demand of the Company, the Company shall be
authorized and empowered, at the discretion of the Company, to
deduct such amount from the Participant's Deferred Accounts.
Section 3.8 Supplemental Benefits Trust. The Company has
established a Supplemental Benefits Trust with Norwest Bank
Minneapolis, N.A. as Trustee to hold assets of the Company under
certain circumstances as a reserve for the discharge of the
Company's obligations under the Plan and certain other plans of
deferred compensation of the Company. In the event of a Change in
Control as defined in Section 2.5 hereof, the Company shall be
obligated to immediately contribute such amounts to the Trust as
may be necessary to fully fund all benefits payable under the Plan.
Any Participant of the Plan shall have the right to demand and
secure specific performance of this provision. The Company may
fund the Trust in the event of the occurrence of a Potential Change
in Control as determined by the Finance Committee of the Board.
All assets held in the Trust remain subject only to the claims of
the Company's general creditors whose claims against the Company
are not satisfied because of the Company's bankruptcy or insolvency
(as those terms are defined in the Trust Agreement). No
Participant has any preferred claim on, or beneficial ownership
interest in, any assets of the Trust before the assets are paid to
the Participant and all rights created under the Trust, as under
the Plan, are unsecured contractual claims of the Participant
against the Company.
ARTICLE IV
PLAN ADMINISTRATION
Section 4.1 Administration. The Plan shall be administered
by the Minor Amendment Committee. The Minor Amendment Committee
shall have the authority to interpret the Plan and any such
interpretation shall be final and binding on all parties. The
Minor Amendment Committee shall have the authority to delegate the
duties and responsibilities of maintaining records, issuing such
regulations as it deems appropriate, and making distributions
hereunder. The Board, or if specifically delegated, its delegate,
may amend or terminate the Plan at any time, provided that no such
amendment or termination shall adversely affect the amounts
credited to a Supplemental Savings Plan Account before the time of
such amendment or termination unless the Participant becomes
entitled to a benefit equal in value to such amount under another
plan or practice adopted by the Company, and provided, further,
that the Plan may not be amended with respect to benefits accrued
under this Plan prior to such amendment after a Change in Control
without the written consent of a majority of Participants
determined as of the day before such Change in Control. The
Company will pay for all distributions made pursuant to the Plan
and for all costs, charges and expenses relating to the
administration of the Plan.
Section 4.2 Applicable Law. All questions pertaining to
the construction, validity and effect of the Plan shall be
determined in accordance with the laws of the United States of
America and the laws of the State applicable to the Base Plan
covering the Participant.
Section 4.3 Arbitration.
(a) Any controversy or claim arising out of or relating to
this Plan, or any alleged breach of the terms or
conditions contained herein, shall be settled by
arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the "AAA")
as such rules may be modified herein.
(b) An award rendered in connection with an arbitration
pursuant to this Section shall be final and binding and,
judgment upon such an award may be entered and enforced
in any court of competent jurisdiction.
(c) The forum for arbitration under this Plan shall be
Minneapolis, Minnesota and the governing law for such
arbitration shall be laws of the State of Minnesota.
(d) Arbitration under this Section shall be conducted by a
single arbitrator selected jointly by the Company and the
Participant or Beneficiary, as applicable (the
"Complainant"). If within thirty (30) days after a
demand for arbitration is made, the Company and the
Complainant are unable to agree on a single arbitrator,
three arbitrators shall be appointed. Each party shall
select one arbitrator and those two arbitrators shall
then select a third neutral arbitrator which thirty (30)
days after their appointment. In connection with the
selection of the third arbitrator, consideration shall be
given to familiarity with executive compensation plans
and experience in dispute resolution between parties, as
a judge or otherwise. If the arbitrators selected by the
parties cannot agree on the third arbitrator, they shall
discuss the qualifications of such third arbitrator with
the AAA prior to selection of such arbitrator, which
selection shall be in accordance with the Commercial
Arbitration Rules of the AAA.
(e) If an arbitrator cannot continue to serve, a successor to
an arbitrator selected by a party shall be also selected
by the same party, and a successor to a neutral
arbitrator shall be selected as specified in subsection
(d) of this Section. A full rehearing will be held only
if the neutral arbitrator is unable to continue to serve
or if the remaining arbitrators unanimously agree that
such a rehearing is appropriate.
(f) The arbitrator or arbitrators shall be guided, but not
bound, by the Federal Rules of Evidence and by the
procedural rules, including discovery provisions, of the
Federal Rules of Civil Procedure. Any discovery shall be
limited to information directly relevant to the
controversy or claim in arbitration.
(g) The parties shall each be responsible for their own costs
and expenses, except for the fees and expenses of the
arbitrators, which shall be shared equally by the Company
and the Complainant.