EXHIBIT 10.20
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1993
As Amended Through July 1, 2000
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
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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
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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. The number of shares of Common Stock subject to Stock
Options granted under this Plan to any one Participant shall not exceed
10% of the total number of shares of Common Stock which may be issued
under this Plan. 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, the shares of
Common Stock subject thereto shall again be available for Awards under
the Plan.
In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Common Stock, securities of
a subsidiary of the Company, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Common Stock or other securities of the Company, issuance
of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or
event affects the Common Stock such that an adjustment is determined by
the Committee to be appropriate to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under
the Plan, then the Committee may, in its sole discretion and in such
manner as it may deem equitable, adjust any or all of (i) the number of
shares of Common Stock subject to the Plan, (ii) the number of shares
of Common Stock subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Stock Option and, if deemed
appropriate, make provision for a cash payment to the holder of an
outstanding Stock Option; provided, that the number of shares of Common
Stock subject to any Award shall always be a whole number.
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.
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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.
A Participant 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:
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(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
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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 one (1) year following the date of the
following occurrences, each constituting a "Change of Control":
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the 1934 Act) of voting securities of
the Company where such acquisition causes such Person to own
20% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Voting Securities"); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not be
deemed to result in a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a transaction that
complies with clauses (i), (ii) and (iii) of subsection (c)
below; and provided, further, that if any Person's beneficial
ownership of the Outstanding Voting Securities reaches or
exceeds 20% as a result of a transaction described in clause
(i) or (ii) above, and such Person subsequently acquires
beneficial ownership of additional voting
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securities of the Company, such subsequent acquisition shall
be treated as an acquisition that causes such Person to own
20% or more of the Outstanding Voting Securities; or
(b) Individuals who, as of the date hereof, constitute the Board
of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least
of a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(c) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company ("Business Combination") or, if consummation of such
Business Combination is subject, at the time of such approval
by stockholders, to the consent of any government or
governmental agency, the obtaining of such consent (either
explicitly or implicitly by consummation); excluding, however,
such a Business Combination pursuant to which (i) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Voting Securities
immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Voting Securities, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii)
at least a majority of the members of the board of directors
of the corporation resulting from such Business
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Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
After such one (1) year period the normal option exercise provisions of
the Plan shall govern. In the event a Participant is terminated as an
employee of the Company or a subsidiary within two (2) years of any of
the events specified in (a), (b), (c) or (d), all outstanding Stock
Options at that date of termination shall become immediately
exercisable for a period of six (6) months, subject to the provisions
of Section 7.
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. Resignation or Termination for Cause
If the Participant's employment by the Company is terminated
by either
(i) the voluntary resignation of the Participant, or
(ii) a Company discharge due to Participant's illegal
activities, poor work performance, misconduct or
violation of the Company's policies or practices,
then Participant's Stock Options shall terminate three months
after such termination (but in no event beyond the original
full term of the Stock Options) and no Stock Options shall
become exercisable after such termination, and all shares of
Restricted Stock and Restricted Stock Units which are subject
to restriction on the date of termination shall be forfeited.
B. Other Termination
If the Participant's employment by the Company terminates for
any reason other than specified in Sections 12, 13 A, C, D or
E, the following rules shall apply:
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(i) In the event that, at the time of such termination,
the sum of the Participant's age and service with the
Company equals or exceeds 70, the Participant's
outstanding Stock Options shall continue to become
exercisable, and shares of Restricted Stock and
Restricted Stock Units subject to share deposit
requirements shall continue to vest, each according
to the schedule established at the time of grant,
unless otherwise provided in the applicable Award
agreement. Shares of Restricted Stock and Restricted
Stock Units not subject to share deposit requirements
shall fully vest as of the date of termination. Stock
Options shall remain exercisable for the remaining
full term of such Stock Options.
(ii) In the event that, at the time of such termination,
the sum of Participant's age and service with the
Company is less than 70, Participant's outstanding
unexercisable Stock Options and unvested Restricted
Stock and Restricted Stock Units shall become
exercisable or vest, as the case may be, as of the
date of termination, in a pro-rata amount based on
the full months of employment completed during the
full vesting period from the date of grant to the
date of termination with such newly-vested Stock
Options and Stock Options exercisable on the date of
termination remaining exercisable for the lesser of
one year from the date of termination and the
original full term of the Stock Option. All other
Stock Options, shares of Restricted Stock and
Restricted Stock Units shall be forfeited as of the
date of termination. Provided, however, that if the
Participant is an executive officer of the Company,
the Participant's outstanding Stock Options which, as
of the date of termination are not yet exercisable,
shall become exercisable effective as of the date of
such termination and, with all outstanding Stock
Options already exercisable on the date of
termination, shall remain exercisable for the lesser
of one year following the date of termination and the
original full term of the Stock Option, and all
shares of Restricted Stock and Restricted Stock Units
shall vest as of the date of termination.
C. 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
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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 13C, 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.
D. 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
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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.
E. 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
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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
As Amended February 26, 1996
(effective as of August 10, 1994)
As Amended June 24, 1996
As Amended July 1, 2000
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