1
Exhibit 10.2
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[Officer]
PERNR:
This Award is made under the General Mills, Inc. 2022 Stock Compensation Plan (the "Plan"), and is subject
 
to the terms
and conditions contained
 
in the Plan document
 
and this Stock Option
 
Award
 
Agreement (“Agreement”).
 
The Optionee:
(i) acknowledges receipt of a copy of the Plan and
 
Plan prospectus, (ii) represents that the Optionee has carefully read and
is familiar
 
with the provisions
 
of this Agreement
 
and the Plan,
 
and (iii) hereby
 
accepts the Stock
 
Option subject to
 
all of
the terms and conditions
 
set forth herein, and in
 
the Plan.
 
If the Optionee does
 
not wish to receive the
 
Stock Option and/or
does not consent and agree to the
 
terms and conditions on which the
 
Stock Option is offered, as set forth
 
in this Agreement
and the Plan, then the Optionee must reject this Award via the website of the Company’s designated broker,
 
no later than
60
 
days
 
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Optionee
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Optionee’s exercise of this
 
Award will also constitute the Optionee’s acceptance
 
of this Award and all
 
terms
and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated on
 
the below
 
Grant Date,
 
is made
 
by General
 
Mills, Inc.,
 
(the "Company"),
 
and made
 
to the
 
person
named above (the "Optionee" or referred to
 
as “I”, “you”, or “my”) (“Award”).
1.
Award
 
of Stock Option
. The Company
 
grants to the
 
Optionee under the
 
Plan the following
 
non-qualified option
 
to purchase
the Company's common
 
stock, par value
 
USD 0.10 per
 
share (“Common Stock”).
 
The option granted
 
pursuant to this
 
Agreement
is referred to as the “Stock Option” and subject to the terms in this Agreement.
 
Except as otherwise defined herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
 
Exercise price per share:
 
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture.
(a)
Vesting Schedule
. The Stock Option shall vest and become exercisable in tranches, each tranche having its own 12
month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(b)
Forfeiture of
 
Stock Option
. The
 
Optionee acknowledges
 
that the
 
Stock Options
 
granted hereunder
 
are subject
 
to
forfeiture,
 
and/or
 
limited
 
exercise
 
period,
 
if
 
the
 
Optionee’s
 
employment
 
with
 
the
 
Company
 
or
 
any
 
Subsidiary
terminates under certain circumstances, as herein provided.
 
(i)
Resignation or Termination
 
for Cause.
 
If the Optionee’s
 
employment with the Company
 
or any Subsidiary or
affiliated
 
companies
 
is terminated
 
at
 
any time
 
prior to
 
the Expiration
 
Date
 
by either
 
(i) resignation,
 
or (ii)
 
a
discharge due to
 
Optionee’s illegal activities, poor
 
work performance, misconduct
 
or violation of
 
the Company’s
Code of
 
Conduct, policies
 
or practices,
 
then, to
 
the extent
 
the Option
 
Shares are
 
vested as of
 
the Termination
Date, they shall
 
expire three (3) months
 
after the Termination Date (but
 
in no event
 
beyond the Expiration Date);
and, if and to the extent the
 
Option Shares are not vested as of
 
the Termination Date, the unvested portions shall
for no consideration
 
be cancelled and
 
forfeited immediately with
 
no ability to
 
be exercised. For
 
the avoidance
of doubt, “Termination
 
Date” for purposes of this Award
 
will be deemed to occur as of the date Optionee is no
 
2
longer
 
actively
 
providing
 
services
 
as
 
an
 
employee,
 
unless
 
otherwise
 
determined
 
by
 
the Company
 
in
 
its
 
sole
discretion,
 
and
 
no
 
vesting
 
shall
 
continue
 
during
 
any
 
notice
 
period
 
that
 
may
 
be
 
specified
 
under
 
contract
 
or
applicable law with respect
 
to such termination, including
 
any “garden leave” or similar
 
period, except as may
otherwise be permitted in the Company’s
 
sole discretion.
(ii)
Involuntary
 
Termination.
 
If
 
the
 
Optionee’s
 
employment
 
with
 
the
 
Company
 
or
 
any
 
Subsidiary
 
or
 
affiliated
companies terminates involuntarily at
 
the initiation of the Company for any
 
reason other than specified in Plan
Section 11
 
(
Change
 
in
 
Control
),
 
or
 
(i),
 
(iv) or
 
(v)
 
in
 
this
 
section
 
2,
 
and
 
only
 
upon
 
the
 
execution
 
(without
revoking) of an effective general legal release and such other
 
documents as are satisfactory to the Company, the
unvested Restricted Stock Units that
 
are in the tranche with a
 
Scheduled Vesting
 
Date within 12 months of
 
the
Termination Date shall vest, in an amount equal to the pro-rata amount based on employment completed during
the relevant 12 month tranche vesting
 
period. All other unvested Restricted Stock
 
Units shall be forfeited as of
the Termination
 
Date. All Restricted Stock
 
Units that vest under
 
this paragraph shall be
 
paid on the respective
Scheduled Vesting
 
Date otherwise applicable to such tranche.
(iii)
Death.
 
If an Optionee dies while
 
employed with the Company or any Subsidiary or
 
affiliated companies during
any
 
applicable vesting
 
period, this
 
Award
 
shall become
 
fully vested
 
and exercisable
 
upon death
 
and may
 
be
exercised by
 
the person
 
designated as
 
such Optionee’s
 
beneficiary or
 
beneficiaries or,
 
in the
 
absence of
 
such
designation, by the Optionee’s estate. The
 
Stock Option shall remain exercisable until the Expiration Date.
(iv)
Retirement.
 
If
 
the
 
termination
 
of
 
employment
 
is
 
due
 
to
 
the
 
Optionee’s
 
retirement
 
on
 
or
 
after
 
age
 
55
 
and
completion
 
of
 
at
 
least
 
five
 
(5)
 
years
 
of
 
Company
 
service,
 
this
 
Award’s
 
tranches
 
shall
 
continue
 
to
 
vest
 
and
become exercisable on each respective Scheduled
 
Date Exercisable, remaining exercisable until
 
the Expiration
Date. Notwithstanding the above, if the Termination Date is within twelve months
 
of the Grant Date, the Award
shall vest on a pro rata
 
basis based on employment completed
 
since grant prior to the
 
Termination Date
 
within
the first
 
year after
 
Grant Date
 
and shall
 
be exercisable
 
until the
 
Expiration Date
 
beginning on
 
the Scheduled
Date Exercisable for the tranche to which the option belongs. The terms of this paragraph (iv) shall not apply to
an Optionee who,
 
prior to
 
a Change
 
of Control, is
 
terminated for cause
 
as described in
 
(b)(i) above; said
 
Optionee
shall be treated as provided in (b)(i).
(v)
Spin-offs and Other Divestitures.
 
If the termination of employment is due to the divestiture, cessation, transfer,
or spin-off
 
of a
 
line of
 
business or
 
other activity
 
of the
 
Company,
 
the Committee,
 
in its
 
sole discretion,
 
shall
determine the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(a)
Method of Exercise
. Optionee may exercise the vested
 
portion of the Stock Option (provided
 
the Fair Market Value
of the shares
 
of Common Stock
 
exercised exceeds the
 
exercise price) prior
 
to the Expiration
 
Date of the
 
Stock Option
or such earlier date indicated hereunder by delivering a notice
 
of exercise in such form as may be designated by the
Company from time to time, or making the required
 
electronic election with the Company’s
 
designated broker, and
paying
 
the exercise
 
price and
 
any Tax
 
-Related Items
 
(as defined
 
in section
 
5 below)
 
and costs
 
to the
 
Company’s
stock
 
plan
 
administrator
 
or
 
such
 
other
 
person
 
as
 
the
 
Company
 
may
 
designate,
 
together
 
with
 
such
 
additional
documents as the Company may then require pursuant to the terms of the
 
Plan.
(b)
Method
 
of
 
Payment
.
 
Payment
 
of
 
the
 
exercise
 
price
 
may
 
be
 
made
 
by
 
one
 
of
 
the
 
methods
 
available
 
under
 
the
Company’s exercise procedures, which
 
may include:
(i)
Payment by cash or check.
 
(ii)
Payment by transfer to the Company of whole shares of Common Stock Optionee already
 
owns having a Fair
Market Value
 
determined at the time of exercise of the Stock Option equal to,
 
but not exceeding, the exercise
price and any Tax-Related
 
Items; and
(iii)
A “same day sale” transaction pursuant to which
 
a third party (engaged by you or the Company) loans
 
funds
to you
 
to enable you
 
to purchase shares
 
of Common
 
Stock and
 
pay any Tax
 
-Related Items, and
 
then sells a
 
 
 
 
3
sufficient number
 
of the
 
exercised shares
 
of Common
 
Stock on your
 
behalf to
 
enable you
 
to repay
 
the loan
and any fees. The remaining shares of Common Stock and/or cash are then delivered by the third party to the
Optionee.
The Company may suspend, or
 
eliminate, various forms of permissible
 
payment of the exercise price
 
from time to time
in its sole discretion. Further,
 
notwithstanding any provision within
 
this Agreement to the contrary,
 
if the Optionee is
a resident
 
or provides
 
services outside
 
of the
 
United States,
 
the Committee
 
may require
 
that the
 
Optionee (or
 
in the
event of the Optionee’s death, his
 
or her legal representative,
 
as the case may
 
be) exercise the Stock
 
Option in a method
other than
 
as specified
 
above, may
 
require the
 
Optionee to
 
exercise the
 
Stock Option
 
only by
 
means of
 
a “same day
sale” transaction (either
 
a “sell-all” transaction
 
or a “sell-to-cover”
 
transaction) as it determines
 
in its sole discretion,
or may require the Optionee to sell any shares of Common Stock the Optionee acquires under the Plan immediately or
within a specified period following the Optionee’s termination of employment with the Company or any Subsidiary or
affiliated companies (in which case, the
 
Optionee hereby agrees that the Company shall
 
have the authority to issue
 
sale
instructions in relation to such shares on the Optionee’s
 
behalf).
 
(c)
Responsibility
 
for
 
Exercise.
The
 
Optionee
 
is
 
responsible
 
for
 
taking
 
any
 
and
 
all
 
actions
 
as
 
may
 
be
 
required
 
to
exercise the Stock Option in a timely manner and
 
for properly executing any such documents as may be
 
required for
exercise
 
in
 
accordance
 
with
 
such
 
rules
 
and
 
procedures
 
as
 
may
 
be
 
established
 
from
 
time
 
to
 
time.
 
The
 
Optionee
acknowledges that
 
information regarding
 
the procedures
 
and requirements
 
for the
 
exercise of
 
the Stock
 
Option is
available to
 
the Optionee
 
on request.
 
Neither the
 
Company nor
 
any Subsidiary
 
or affiliated
 
companies shall
 
have
any duty or obligation to notify you of the Expiration Date of the Option.
4.
Non-Transferability.
 
The Stock Option may
 
not be sold, assigned,
 
pledged, exchanged, hypothecated,
 
encumbered, disposed
of, or
 
otherwise transferred,
 
unless otherwise
 
provided in
 
the Plan
 
or this
 
Agreement.
 
Upon any
 
attempt to
 
transfer,
 
assign,
pledge, hypothecate or otherwise dispose
 
of the Stock Option or of such
 
rights contrary to the provisions hereof
 
or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
 
of
 
Tax
.
 
The
 
Optionee
 
acknowledges
 
that,
 
regardless
 
of
 
any
 
action
 
taken by
 
the
 
Company
 
or,
 
if different,
 
the
Subsidiary or
 
affiliated company
 
that employs
 
the Optionee
 
(the “Employer”),
 
the ultimate liability
 
for all
 
income tax, social
contributions,
 
payroll
 
tax, fringe
 
benefits
 
tax, payment
 
on account,
 
hypothetical
 
tax or
 
other
 
tax-related
 
items related
 
to
 
the
Optionee’s participation in the Plan and legally applicable to the Optionee or
 
deemed by the Company or the Employer in their
discretion to be an appropriate charge to the
 
Optionee even if legally applicable to
 
the Company or the Employer (“Tax-Related
Items”),
 
is and
 
remains
 
the Optionee’s
 
responsibility
 
and may
 
exceed
 
the amount
 
actually withheld
 
by the
 
Company
 
or the
Employer,
 
if any.
 
The Optionee
 
further acknowledges
 
that the
 
Company and/or
 
the Employer
 
(a) make no
 
representations or
undertakings regarding
 
the treatment
 
of any
 
Tax-Related
 
Items in connection
 
with any aspect
 
of the Stock
 
Option, including,
but not
 
limited to,
 
the grant,
 
vesting, exercise
 
and the
 
subsequent sale
 
of shares
 
of Common
 
Stock acquired
 
pursuant to
 
such
vesting and
 
exercise and
 
the receipt
 
of any
 
dividends; and
 
(b) do not
 
commit to
 
and are
 
under no
 
obligation
 
to structure
 
the
terms of
 
the grant
 
or any
 
aspect of
 
the Stock
 
Option to
 
reduce or
 
eliminate the
 
Optionee’s
 
liability for
 
Tax-Related
 
Items or
achieve any particular tax result. Further, if the Optionee is subject to Tax
 
-Related Items in more than one jurisdiction between
the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Optionee acknowledges that the
Company
 
and/or the
 
Employer (or
 
former employer,
 
as applicable)
 
may be
 
required to
 
withhold or
 
account for
 
Tax-Related
Items in more than one jurisdiction.
Prior
 
to
 
the
 
relevant
 
taxable
 
or
 
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Optionee
 
agrees
 
to
 
make
 
adequate
 
arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax
 
-Related Items. In this regard, unless otherwise approved by
the Committee, the
 
Company shall satisfy the
 
obligations with regard
 
to all Tax
 
-Related Items by one
 
or a combination of
 
the
following: (i) withholding from the Optionee’s wages or other cash compensation
 
paid to the Optionee by the Company and/or
the Employer; (ii) withholding from
 
the shares of Common Stock to be delivered
 
upon settlement of the Stock Option or
 
other
awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if allowed by the Committee,
shares of Common Stock.
Depending on the withholding method, the Company
 
may withhold or account for Tax-Related Items by considering applicable
statutory
 
withholding
 
rates
 
(as
 
determined
 
by
 
the
 
Company
 
in
 
good
 
faith
 
and
 
in
 
its
 
sole
 
discretion)
 
or
 
other
 
applicable
withholding rates, including maximum
 
applicable rates, in which case the
 
Optionee will receive a refund of
 
any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for Tax
 
-Related Items is satisfied by withholding
from the shares of
 
Common Stock to be
 
delivered upon vesting of
 
the Stock Option, for
 
tax purposes, the Optionee is
 
deemed
to have been issued the full number of shares
 
of Common Stock subject to the Stock Option,
 
notwithstanding that a number of
shares of
 
Common
 
Stock are
 
held
 
back
 
solely for
 
the purpose
 
of paying
 
the Tax
 
-Related Items.
 
The Optionee
 
will have
 
no
further rights with respect to any shares of Common Stock that are retained by
 
the Company pursuant to this provision.
 
4
The
 
Optionee
 
agrees
 
to
 
pay
 
to
 
the
 
Company
 
or
 
the
 
Employer
 
any
 
amount
 
of
 
Tax-Related
 
Items
 
that
 
the
 
Company
 
or
 
the
Employer
 
may
 
be
 
required
 
to
 
withhold
 
or
 
account
 
for
 
as
 
a
 
result
 
of
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
that
 
cannot
 
be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Common Stock or proceeds
from the sale of
 
shares of Common Stock
 
until arrangements satisfactory
 
to the Company have
 
been made in
 
connection with
the Tax-Related Items.
6.
Restrictive Covenants; Confidential Information; Work Products.
The Optionee agrees to cooperate with the Company in
any way needed in order
 
to comply with, or fulfill the
 
terms of the Plan and this
 
Grant document.
 
As a term and condition of
this Grant, Optionee agrees to the following terms:
a.
I agree to use General Mills
 
Confidential Information only as needed in the
 
performance of my duties, to hold
and protect
 
such information
 
as confidential
 
to the Company,
 
and not
 
to engage
 
in any unauthorized
 
use or
disclosure of such information
 
for so long as such
 
information qualifies as Confidential
 
Information. I agree
that after my employment with the Company terminates for any reason, including “retirement” as that term is
used in the Plan, I will not use or disclose, directly
 
or indirectly, Company
 
Confidential Information or trade
secrets for any purpose, unless I get the prior written consent of my manager
 
to do so.
This
 
document
 
does
 
not
 
prevent
 
me
 
from
 
filing
 
a
 
complaint
 
with
 
a
 
government
 
agency
 
(including
 
the
Securities and Exchange
 
Commission, Department of
 
Justice, Equal Employment
 
Opportunity Commission
and
 
others)
 
or from
 
participating
 
in
 
an agency
 
proceeding.
 
This
 
document
 
also
 
does not
 
prevent
 
me
 
from
providing an agency with information,
 
including this document, unless such
 
information is legally protected
from disclosure to
 
third parties.
 
I do not need
 
prior company authorization
 
to take these
 
actions, nor must
 
I
notify the company I have done so.
Also, as provided in 18 U.S.C. 1833(b), I cannot be held criminally or civilly liable under any federal or state
trade secret law for making a
 
trade secret disclosure: (A) in confidence
 
to a federal, state, or
 
local government
official, either
 
directly or
 
indirectly,
 
or to
 
an attorney,
 
solely for
 
the purpose
 
of reporting
 
or investigating
 
a
suspected violation of
 
law; or (B) in
 
a complaint or other
 
document filed in a
 
lawsuit or other proceeding,
 
if
such filing is made under seal.
General Mills Confidential Information means any non-public information I create, receive, use or
 
observe in
the performance
 
of my job
 
at General Mills,
 
including trade secrets.
 
Examples of Confidential
 
Information
include
 
marketing,
 
merchandising,
 
business
 
plans,
 
business
 
methods,
 
pricing,
 
purchasing,
 
licensing,
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
customer,
 
vendor
 
or
 
partner
 
client
 
or
 
contact
 
lists,
financial
 
data,
 
technological
 
developments,
 
manufacturing
 
processes
 
and
 
specifications,
 
product
 
formulas,
ingredient specifications, software code, and all other proprietary information which is not publicly available
to others.
Prior
 
to
 
leaving
 
the
 
Company,
 
I
 
agree
 
to
 
return
 
all
 
materials
 
in
 
my
 
possession
 
containing
 
Confidential
Information,
 
as well
 
as all
 
other
 
documents
 
and
 
other
 
tangible
 
items
 
provided
 
to
 
me by
 
General
 
Mills, or
developed by me in connection with my employment with the Company.
b.
I
 
agree
 
to
 
promptly
 
tell
 
General
 
Mills
 
about
 
any
 
ideas,
 
concepts,
 
improvements,
 
designs,
 
inventions,
discoveries,
 
and
 
creative
 
works
 
(collectively,
 
“Work
 
Product”)
 
which
 
I
 
conceive
 
or
 
create
 
during
 
my
employment with General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically
 
and irrevocably assign, and hereby do assign, to General Mills
any and all intellectual property rights in and to such Work
 
Product, and all such intellectual property rights
shall be solely and exclusively owned by General Mills.
 
“Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all comparable
 
rights throughout the
world.
During my employment with General Mills and anytime thereafter,
 
I will take all necessary steps, at
General Mills’ request and expense, but without further compensation to me, to execute any
 
instruments
necessary to enable General Mills or General Mills’ nominee to register intellectual
 
property rights
throughout the world.
 
5
After I leave General Mills, I agree to help General Mills in every way possible in
 
any government or legal
proceedings pertaining to any General Mills intellectual property
 
rights.
c.
[
This Section 6.c.
 
does not apply
 
to California, Colorado,
 
Minnesota, and Washington
 
-based employees.
] I
agree that
 
for one
 
year after
 
I leave the
 
Company,
 
including retiring
 
from the
 
Company,
 
I will not
 
work on
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
 
which
 
I
 
had
 
access
 
to
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
 
(including
 
retirement)
 
from
General Mills, and
 
(B) which competes
 
with General Mills
 
products, brand
 
categories, processes, or
 
related
services.
 
d.
I agree that for one year after I leave General Mills, including
 
retiring from the Company,
 
I will refrain from
directly or indirectly soliciting Company employees for the purpose of hiring them or inducing them to leave
their employment with the Company.
e.
I agree that after I
 
leave General Mills, including
 
retiring from the Company,
 
I will indefinitely refrain
 
from
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
 
Company’s
customers.
A
 
breach
 
of
 
the
 
obligations
 
set
 
forth
 
in
 
this
 
paragraph
 
may
 
result
 
in
 
the
 
rescission
 
of
 
the
 
Grant,
 
termination
 
and
forfeiture of
 
any unvested
 
or un-exercised
 
Options, and/or
 
required payment
 
to Company
 
of all
 
or a
 
portion of
 
any
monetary gains acquired
 
by Optionee as a
 
result of the Grant, unless
 
the Grant vested and
 
was settled more
 
than four
(4) years prior to the breach.
 
The foregoing remedies are in addition
 
to, and not in lieu of injunctive relief
 
and/or any
other legal or equitable remedies available under applicable law.
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the
 
Plan
 
is
 
established
 
voluntarily
 
by
 
the
 
Company,
 
it
 
is
 
discretionary
 
in
 
nature
 
and
 
it
 
may
 
be
 
modified,
amended,
 
suspended
 
or
 
terminated
 
by
 
the
 
Company,
 
in
 
its
 
sole
 
discretion,
 
at
 
any
 
time
 
(subject
 
to
 
any
limitations set forth in the Plan);
(b)
the grant of the Stock Option is voluntary and occasional and does not create any contractual or other right to
receive future grants of
 
stock options, or
 
benefits in lieu
 
of stock options, even
 
if stock options
 
or other awards
have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Optionee’s participation
 
in the Plan is voluntary;
(e)
the Stock
 
Option and
 
the Optionee’s
 
participation
 
in the
 
Plan shall
 
not create
 
a right
 
to employment
 
or be
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
 
affiliated
companies and shall not interfere
 
with the ability of the
 
Company or the Employer, as applicable, to
 
terminate
the Optionee’s employment relationship
 
(as otherwise may be permitted under local law);
(f)
unless otherwise agreed with
 
the Company, the Stock Option and
 
any shares of
 
Common Stock acquired upon
vesting
 
and
 
exercise
 
of
 
the
 
Stock
 
Option,
 
and
 
the
 
income
 
from
 
and
 
value
 
of
 
same,
 
are
 
not
 
granted
 
as
consideration for,
 
or in
 
connection with,
 
any service
 
the Optionee
 
may provide
 
as a
 
director of
 
any of
 
any
Subsidiary or affiliate of the Company;
(g)
the Stock Option and
 
any shares of
 
Common Stock acquired under
 
the Plan and
 
the income and
 
value of same,
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
 
resignation,
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
 
awards,
 
pension
 
or
retirement or welfare benefits or similar payments and in no event should be considered as compensation for,
 
 
 
6
or relating
 
in any way
 
to, past services
 
for the
 
Company,
 
the Employer
 
or any
 
Subsidiary or affiliate
 
of the
Company;
(h)
the future
 
value of
 
the shares
 
of Common
 
Stock underlying
 
the Stock
 
Option is
 
unknown, indeterminable,
and cannot be predicted with certainty;
 
(i)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no value;
 
(j)
upon exercise
 
of the
 
Stock Option,
 
the value
 
of such
 
shares of Common
 
Stock may
 
increase or
 
decrease in
value, even below the exercise price;
 
(k)
no claim or entitlement to
 
compensation or damages shall arise from
 
forfeiture of the Stock Option
 
resulting
from termination of
 
the Optionee’s
 
employment (for any reason
 
whatsoever and whether or
 
not in breach of
local labor laws or
 
later found invalid) and,
 
in consideration of the
 
Stock Option, the Optionee
 
agrees not to
institute any claim against the Company or the Employer;
(l)
the
 
Stock
 
Option
 
and
 
the rights
 
evidenced
 
by
 
this Agreement
 
do
 
not create
 
any
 
entitlement
 
not otherwise
specifically provided for in the
 
Plan to have the
 
Stock Option transferred to,
 
or assumed by, another company,
nor to be exchanged, cashed out or substituted for,
 
in connection with any corporate transaction affecting the
shares of Common Stock; and
(m)
neither
 
the
 
Company
 
nor
 
any
 
of
 
its
 
Subsidiaries
 
or
 
affiliated
 
companies
 
shall
 
be
 
liable
 
for
 
any
 
foreign
exchange rate fluctuation between the Optionee’s local currency and the U.S. dollar that may affect the value
of the Stock
 
Option or any
 
amounts due to
 
the Optionee pursuant
 
to the exercise
 
of the Stock
 
Option or the
subsequent sale of any shares of Common Stock acquired upon exercise
 
of the Stock Option.
8.
Data Privacy
.
If the Optionee would like to
 
participate in the Plan, the Optionee
 
will need to review the
 
information provided
in this Section 8 and, where applicable, declare the Optionee’s
 
consent to the processing of personal data by the Company and
the third parties stated below.
 
If the Optionee
 
is based in
 
the European
 
Union (“EU”), European
 
Economic Area
 
(“EEA”) or United
 
Kingdom, please note
that General Mills, Inc. with registered
 
address at One General
 
Mills Boulevard, Minneapolis,
 
MN 55426-1347, U.S.A., is the
controller responsible
 
for the processing of the Optionee’s
 
personal data in connection with the Agreement
 
and the Plan.
(a)
Data
 
Collection
 
and
 
Usage.
 
The
 
Company
 
collects,
 
processes,
 
uses
 
and
 
transfers
 
certain
 
personally-
identifiable information
 
about the Optionee,
 
specifically, the
 
Optionee’s
 
name, home address
 
and telephone
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
 
identification
 
number,
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
 
Company
 
or
 
any
 
affiliated
company, details of all
 
Stock Options or
 
any other
 
entitlement to shares
 
of Stock awarded,
 
canceled, exercised,
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
 
Optionee’s
 
favor,
 
which
 
the
 
Company
 
receives
 
from
 
the
Optionee or the Employer (the “Data”). The Company collects,
 
processes and uses the Data for the purposes
of performing
 
its contractual obligations
 
under this Agreement,
 
implementing, administering
 
and managing
the Optionee’s
 
participation in the Plan and facilitating compliance with applicable tax and securities law.
 
If the Optionee is based in the EU, EEA or United Kingdom, the legal basis for the processing of the Data by
the Company is the necessity of the processing
 
for the Company to perform its contractual obligations under
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
 
managing
 
the
 
Plan,
administering employee equity awards and
 
complying with its contractual and statutory obligations.
 
If the
 
Optionee is based
 
in any
 
other jurisdiction, the
 
legal basis
 
for the
 
processing of the Data
 
by the Company
is the Optionee’s
 
consent as further described below.
(b)
Stock Plan Administration Service
 
Providers.
 
The Company transfers
 
Data to E*TRADE Financial
 
Corporate
Services, Inc. (including its
 
affiliated companies), an independent
 
service provider which assists
 
the Company
with the implementation, administration and management of the Plan.
 
In the future, the Company may select
a
 
different
 
service
 
provider,
 
which
 
will
 
in
 
a
 
similar
 
manner,
 
share
 
Data
 
with
 
such
 
service
 
provider.
 
The
 
 
 
 
 
 
7
Company’s
 
service provider will
 
maintain an account
 
for the Optionee to
 
administer the Stock
 
Options. The
processing
 
of
 
Data
 
will
 
take
 
place
 
through
 
both
 
electronic
 
and
 
non-electronic
 
means.
 
Data
 
will
 
only
 
be
accessible
 
by
 
those
 
individuals
 
requiring
 
access
 
to
 
it
 
for
 
purposes
 
of
 
implementing,
 
administering
 
and
operating the Plan.
(c)
International Data Transfers. The
 
Company and its
 
service providers are based
 
in the
 
United States and
 
India.
The Optionee’s
 
country or jurisdiction may have different
 
data privacy laws and protections
 
than the United
States and India. An appropriate level of protection
 
can be achieved by implementing safeguards such as the
Standard Contractual Clauses adopted by
 
the EU Commission.
If the Optionee is
 
based in any other
 
jurisdiction, the Data will
 
be transferred from the Optionee’s jurisdiction
to
 
the
 
Company
 
and
 
onward
 
from
 
the
 
Company
 
to
 
any
 
of
 
its
 
service
 
providers
 
based
 
on
 
the
 
Optionee’s
consent, as further described below.
(d)
Data
 
Retention.
 
The
 
Company
 
will
 
use
 
the
 
Data
 
only
 
as
 
long
 
as
 
necessary
 
to
 
implement,
 
administer
 
and
manage
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan,
 
or
 
as
 
required
 
to
 
comply
 
with
 
legal
 
or
 
regulatory
obligations, including
 
tax and securities
 
laws.
 
When the Company
 
no longer needs
 
the Data,
 
the Company
will remove
 
it from its
 
systems.
 
If the Company
 
keeps data longer,
 
it would be to
 
satisfy legal or regulatory
obligations and
 
the Company’s
 
legal basis
 
would be
 
relevant
 
laws or
 
regulations
 
(if the
 
Optionee is
 
in the
EU, EEA
 
or United
 
Kingdom) or
 
the Optionee’s
 
consent (if
 
the Optionee
 
is outside
 
the EU,
 
EEA or
 
United
Kingdom).
(e)
Data Subject
 
Rights. The
 
Optionee may
 
have a number
 
of rights under
 
data privacy
 
laws in
 
the Optionee’s
jurisdiction. Subject
 
to the conditions
 
set out in
 
the applicable law
 
and depending on
 
where the
 
Optionee is
based,
 
such
 
rights
 
may
 
include
 
the
 
right
 
to
 
(i)
 
request
 
access
 
to,
 
or
 
copies
 
of,
 
the
 
Data
 
processed
 
by
 
the
Company, (ii) rectification of incorrect Data, (iii) deletion of
 
Data, (iv) restrictions on the processing of
 
Data,
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests,
 
(vi) portability
 
of Data,
 
(vii) lodge
 
complaints
with competent
 
authorities in
 
the Optionee’s
 
jurisdiction, and/or
 
to (viii)
 
receive
 
a list
 
with the
 
names and
addresses
 
of any
 
potential recipients
 
of Data.
 
To
 
receive
 
clarification regarding
 
these rights
 
or to
 
exercise
these rights, the Optionee can contact HR Direct.
(f)
Necessary Disclosure of Personal Data.
 
The Optionee understands that providing
 
the Company with Data is
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Optionee’s
 
refusal to
 
provide
 
the Data
 
would
make
 
it
 
impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
 
affect
 
the
 
Optionee’s
ability to participate in the Plan.
(g)
Declaration of Consent
 
(if the Optionee is
 
outside the EU, EEA
 
and United Kingdom).
 
The Optionee hereby
unambiguously
 
consents
 
to
 
the
 
collection,
 
use
 
and
 
transfer,
 
in
 
electronic
 
or
 
other
 
form,
 
of
 
the
 
Data,
 
as
described above and in any other grant materials, by and among,
 
as applicable, the Employer,
 
the Company
and
 
any
 
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
 
administering
 
and
 
managing
 
the
Optionee’s
 
participation in the Plan. The Optionee understands that the Optionee may, at any time, refuse or
withdraw the
 
consents herein,
 
in any
 
case without
 
cost, by
 
contacting HR
 
Direct.
 
If the
 
Optionee does
 
not
consent or later seeks to revoke the Optionee’s
 
consent, the Optionee’s
 
employment status or service with the
Employer
 
will not
 
be
 
affected;
 
the
 
Optionee’s
 
consequence
 
of
 
refusing
 
or
 
withdrawing
 
consent
 
is that
 
the
Company
 
would not
 
be able
 
to award
 
the Stock
 
Options to
 
the Optionee
 
or any
 
other equity
 
award
 
to the
Optionee
 
or
 
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the
 
Optionee
 
understands
 
that
 
refusing
 
or
withdrawing consent may affect the Optionee’s ability to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of consent,
 
the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse Laws
. By participating in
 
the Plan, the Optionee
 
agrees to comply with
 
the Company’s policy
on insider trading (to the extent that it is applicable to the Optionee), the Optionee further acknowledges that, depending on the
Optionee’s
 
or his or
 
her broker’s
 
country of
 
residence or
 
where the
 
shares of
 
Common Stock
 
are listed,
 
the Optionee
 
may be
subject to insider trading
 
restrictions and/or market abuse laws that
 
may affect the Optionee’s
 
ability to accept, acquire, sell or
otherwise dispose
 
of shares
 
of Common
 
Stock, rights
 
to shares
 
of Common
 
Stock (e.g.,
 
stock options)
 
or rights
 
linked to
 
the
value of
 
shares of
 
Common Stock,
 
during such
 
times the
 
Optionee is
 
considered
 
to have
 
“inside information”
 
regarding the
Company
 
as
 
defined
 
by
 
the
 
laws
 
or
 
regulations
 
in
 
the
 
Optionee’s
 
country.
 
Local
 
insider
 
trading
 
laws
 
and
 
regulations
 
may
prohibit
 
the
 
cancellation
 
or
 
amendment
 
of
 
orders
 
the
 
Optionee
 
places
 
before
 
he
 
or
 
she
 
possessed
 
inside
 
information.
Furthermore,
 
the Optionee
 
could be
 
prohibited from
 
(i) disclosing
 
the inside
 
information
 
to any
 
third party
 
(other than
 
on a
“need
 
to
 
know”
 
basis)
 
and
 
(ii)
 
“tipping”
 
third
 
parties
 
or
 
causing
 
them
 
otherwise
 
to
 
buy
 
or
 
sell
 
securities.
 
The
 
Optionee
understands that third
 
parties include fellow
 
employees. Any restriction
 
under these laws
 
or regulations are
 
separate from and
 
 
 
 
 
 
 
 
8
in
 
addition
 
to
 
any
 
restrictions
 
that
 
may
 
be
 
imposed
 
under
 
any
 
applicable
 
Company
 
insider
 
trading
 
policy.
 
The
 
Optionee
acknowledges that
 
it is the
 
Optionee’s
 
responsibility to
 
comply with any
 
applicable restrictions,
 
and that the
 
Optionee should
therefore consult the Optionee’s personal
 
advisor on this matter
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee agrees,
 
to the fullest
 
extent permitted by
 
law, in lieu of
 
receiving documents in paper
 
format,
to accept
 
electronic delivery
 
of any
 
documents that
 
the Company
 
and its
 
Subsidiaries or
 
affiliated companies
 
may deliver
 
in
connection with
 
this grant
 
and any
 
other grants
 
offered by
 
the Company,
 
including prospectuses,
 
grant notifications,
 
account
statements,
 
annual
 
or quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of a
 
document
 
may
 
be made
 
via the
Company’s
 
email system
 
or by
 
reference to
 
a location
 
on the
 
Company’s
 
intranet or
 
website or
 
a website
 
of the
 
Company’s
agent
 
administering
 
the Plan.
 
By
 
accepting
 
this grant,
 
whether
 
electronically
 
or
 
otherwise,
 
the
 
Optionee
 
hereby
 
consents
 
to
participate in the Plan through such system, intranet,
 
or website, including but not limited to the use of
 
electronic signatures or
click-through electronic acceptance of terms and conditions.
12.
English Language
. The Optionee acknowledges and agrees that it is the Optionee’s express intent
 
that this Agreement and the
Plan and
 
all other
 
documents, notices
 
and legal
 
proceedings entered
 
into, given
 
or instituted
 
pursuant to
 
the Stock
 
Option be
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Optionee
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
 
Agreement,
 
the
 
Plan,
 
or
 
any
 
other
documents relating to this Award
 
in a language other than English, the English language
 
documents will prevail in case of any
ambiguities or divergences as a result of translation.
13.
Addendum
.
 
Notwithstanding
 
any
 
provisions
 
in
 
this Agreement,
 
the
 
Stock Option
 
shall be
 
subject
 
to any
 
special
 
terms and
conditions
 
set
 
forth
 
in
 
the
 
Country-Specific
 
Addendum
 
to
 
this
 
Agreement
 
(the
 
“Addendum”).
 
Moreover,
 
if
 
the
 
Optionee
transfers to one of the countries included in such Addendum, the special terms and
 
conditions for such country will apply to the
Optionee, to the
 
extent the Company determines
 
that the application of
 
such terms and
 
conditions is necessary or
 
advisable to
comply with local
 
law or facilitate
 
the administration of the
 
Plan (or the
 
Company may establish
 
alternative terms and
 
conditions
as may be necessary or advisable to accommodate the Optionee’s
 
transfer). The Addendum constitutes part of this Agreement.
14.
Not a
 
Public Offering
. The
 
award of
 
the Stock
 
Option is
 
not intended
 
to be
 
a public
 
offering of
 
securities in
 
the Optionee’s
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
 
registration
 
statement,
prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the award of the
Stock Option
 
is not
 
subject to
 
the supervision
 
of the
 
local securities
 
authorities. No
 
employee
 
of the
 
Company or
 
any of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
is
 
permitted
 
to
 
advise
 
the
 
Optionee
 
on
 
whether
 
he/she
 
should
 
participate
 
in
 
the
 
Plan.
Acquiring shares
 
of Common Stock
 
involves a
 
degree of risk.
 
Before deciding
 
to participate in
 
the Plan, the
 
Optionee should
carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult with his/her personal advisor
for professional investment advice.
15.
Repatriation; Compliance
 
with Law
. The
 
Optionee agrees
 
to repatriate
 
all payments
 
attributable to
 
the shares
 
of Common
Stock
 
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
 
regulations
 
in
 
the
Optionee’s country
 
of employment (and country of
 
residence, if different). In
 
addition, the Optionee agrees to
 
take any and all
actions, and consent to
 
any and all actions taken
 
by the Company
 
and any of its Subsidiaries
 
and affiliated companies,
 
as may
be required to allow the
 
Company and any of
 
its Subsidiaries and affiliated
 
companies to comply with
 
local laws, rules and/or
regulations in
 
the Optionee’s
 
country of
 
employment (and
 
country of
 
residence, if
 
different).
 
Finally,
 
the Optionee
 
agrees to
take any and
 
all actions as
 
may be required
 
to comply with
 
the Optionee’s
 
personal obligations
 
under local laws,
 
rules and/or
regulations in the Optionee’s
 
country of employment and country of residence, if different).
16.
Imposition
 
of
 
Other
 
Requirements.
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
 
Optionee’s
participation in
 
the Plan, on
 
the Stock Option,
 
and on any
 
shares of Common
 
Stock acquired under
 
the Plan, to
 
the extent the
Company determines
 
it is
 
necessary or
 
advisable for
 
legal or
 
administrative reasons,
 
and to
 
require the
 
Optionee to
 
sign any
additional agreements or undertakings that may be necessary to accomplish
 
the foregoing
.
17.
Committee’s
 
Powers.
No provision contained
 
in this Agreement
 
shall in any
 
way terminate, modify
 
or alter,
 
or be construed
or interpreted
 
as terminating,
 
modifying or
 
altering any
 
of the
 
powers, rights
 
or authority
 
vested in
 
the Committee
 
or,
 
to the
extent delegated, in
 
its delegate, pursuant
 
to the terms of
 
the Plan or resolutions
 
adopted in furtherance
 
of the Plan, including,
without limitation, the
 
right to
 
make certain determinations
 
and elections
 
with respect to
 
the Stock
 
Option. Any
 
dispute regarding
the interpretation of this Agreement or the terms of the Plan shall be submitted to the Committee or its delegate who shall have
the discretionary
 
authority to construe
 
the terms of
 
this Agreement, the
 
Plan, and
 
all documents ancillary
 
to this Award.
 
The
decisions of the
 
Committee or its delegate
 
shall be final
 
and binding and
 
any reviewing court
 
of law or other
 
party shall defer
 
 
 
 
9
to its decision, overruling if, and only if, it is arbitrary and capricious. In no way is it intended that
 
this review standard subject
the Plan or Award
 
to the U.S. Employee Retirement Income Security Act.
18.
Binding Effect.
 
This Agreement shall
 
be binding upon
 
and inure to
 
the benefit of
 
any successors to
 
the Company and
 
all persons
lawfully claiming under the Optionee.
19.
Governing Law and Forum
. Without limiting the effect of section
 
16, this Agreement shall be governed by,
 
and construed in
accordance with, the laws of the State of Delaware without regard to principles
 
of conflict of laws.
20.
Severability
. The
 
provisions of
 
this Agreement
 
are severable
 
and if
 
any one
 
or more
 
of the
 
provisions are
 
determined to
 
be
illegal
 
or
 
otherwise
 
unenforceable,
 
in
 
whole
 
or
 
in
 
part,
 
the Agreement
 
shall
 
be
 
reformed
 
and
 
construed
 
so
 
that
 
it would
 
be
enforceable to
 
the maximum
 
extent legally
 
possible, and
 
if it
 
cannot be
 
so reformed
 
and construed,
 
as if
 
such unenforceable
provision, or part thereof, had never been contained herein.
21.
Waiver
. The
 
waiver by
 
the Company
 
with respect
 
to Optionee’s
 
(or any
 
other optionee’s)
 
compliance with
 
any provision
 
of
this Agreement
 
shall not
 
operate or
 
be construed
 
as a
 
waiver of
 
any other
 
provision of
 
this Agreement,
 
or of
 
any subsequent
breach by such party of a provision of this Agreement
A copy of the
 
Plan and the Prospectus
 
to the General
 
Mills, Inc. 2022
 
Stock Compensation Plan
 
is available on
 
G&Me by searching
“2022 Stock Compensation Plan”.
 
A copy of the Company’s latest
 
Annual Report on Form 10-K is also available on
 
the Company’s
website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.
 
 
 
 
 
 
10
GENERAL MILLS, INC.
STOCK OPTION AWARD
 
AGREEMENT
OPTIONEE:
[CEO]
PERNR:
This Award is made
 
under the General Mills, Inc. 2022 Stock Compensation Plan
 
(the "Plan"), and is subject to the terms
and conditions
 
contained in
 
the Plan
 
document and
 
this Stock
 
Option Award
 
Agreement (“Agreement”).
 
The Optionee:
(i) acknowledges receipt of a copy of the Plan and Plan prospectus,
 
(ii) represents that the Optionee has carefully
 
read and
is familiar with the provisions of this Agreement and the Plan, and (iii)
 
hereby accepts the Stock Option subject to all of the
terms and
 
conditions set
 
forth herein,
 
and in
 
the Plan.
 
If the
 
Optionee does
 
not wish
 
to receive
 
the Stock
 
Option and/or
does not consent and agree to the terms and conditions on which the Stock Option is offered, as set forth in this Agreement
and the Plan, then the Optionee
 
must reject this Award
 
via the website of the Company’s
 
designated broker,
 
no later than
60
 
days
 
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Optionee
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Optionee’s exercise of this Award will also constitute the Optionee’s acceptance of this Award
 
and all terms
and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated
 
on
 
the below
 
Grant
 
Date,
 
is made
 
by
 
General
 
Mills, Inc.,
 
(the
 
"Company"),
 
and made
 
to the
 
person
named above (the "Optionee" or referred to
 
as “I”, “you”, or “my”) (“Award”).
1.
Award of Stock Option
. The Company grants to the
 
Optionee under the Plan the following non-qualified option to
 
purchase the
Company's common stock, par value USD 0.10 per share
 
(“Common Stock”). The option granted pursuant to this Agreement
 
is
referred to
 
as the
 
“Stock Option”
 
and subject
 
to the
 
terms in
 
this Agreement.
 
Except as
 
otherwise defined
 
herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of
 
Stock Option; Forfeiture of Stock Option.
(a)
Vesting
 
Schedule
. The Stock Option
 
shall vest and become
 
exercisable in tranches,
 
each tranche having
 
its own 12
month vesting period occurring consecutively,
 
starting on the Grant Date.
 
Tranche
 
Number of Options
Scheduled Date Exercisable
(b)
Forfeiture
 
of Stock
 
Option
. The
 
Optionee acknowledges
 
that the
 
Stock Options
 
granted hereunder
 
are subject
 
to
forfeiture,
 
and/or
 
limited
 
exercise
 
period,
 
if
 
the
 
Optionee’s
 
employment
 
with
 
the
 
Company
 
or
 
any
 
Subsidiary
terminates under certain circumstances, as herein provided.
 
(i)
Termination
 
for Cause.
 
If the Optionee’s
 
employment with the
 
Company is terminated
 
at any time
 
prior to the
Expiration
 
Date
 
by
 
a
 
discharge
 
due
 
to
 
Optionee’s
 
illegal
 
activities,
 
poor
 
work
 
performance,
 
misconduct
 
or
violation of the Company’s Code of Conduct, policies or practices, then, to the extent the Stock Option is vested
as of
 
the Termination
 
Date, those
 
tranches shall
 
expire three
 
(3) months
 
after the
 
Termination
 
Date (but
 
in no
event
 
beyond
 
the
 
Expiration
 
Date);
 
and,
 
if
 
and
 
to
 
the
 
extent
 
the
 
Stock
 
Option
 
is
 
not
 
fully
 
vested
 
as
 
of
 
the
Termination
 
Date, tranches
 
not fully
 
vested shall
 
for no
 
consideration be
 
cancelled and
 
forfeited
 
immediately
with no ability to be
 
exercised. For the avoidance of
 
doubt, “Termination
 
Date” for purposes of this Award
 
will
be
 
deemed
 
to
 
occur
 
as
 
of
 
the
 
date
 
Optionee
 
is
 
no
 
longer
 
actively
 
providing
 
services
 
as
 
an
 
employee,
 
unless
otherwise
 
determined
 
by
 
the Company
 
in
 
its
 
sole
 
discretion,
 
and
 
no
 
vesting
 
shall
 
continue
 
during
 
any
 
notice
 
11
period
 
that may
 
be specified
 
under contract
 
or applicable
 
law with
 
respect to
 
such termination,
 
including any
“garden leave” or similar period, except as may otherwise be permitted in the Company’s
 
sole discretion.
(ii)
Involuntary
 
Termination/Early
 
Retirement.
 
If
 
the
 
Optionee’s
 
employment
 
by
 
the
 
Company
 
terminates
involuntarily at the
 
initiation of the
 
Company for any
 
reason other than
 
specified in Plan Section
 
11, or
 
(i), (iv)
or (v)
 
herein or
 
if the
 
Participant retires
 
on or
 
after age
 
55 but
 
before age
 
62, and
 
(A) if,
 
and to
 
the extent,
 
the
Award’s
 
tranches are already vested
 
and exercisable on the
 
Termination
 
Date, they shall remain
 
exercisable for
the lesser of one
 
(1) year from
 
the Termination
 
Date, or until the
 
Expiration Date; and
 
(B) if, and
 
to the extent,
tranches of the
 
Award are not vested, solely
 
the unvested tranche
 
of the Award with a
 
Scheduled Date Exercisable
within 12
 
months of the
 
Termination
 
Date shall vest
 
and become
 
exercisable as of
 
the Termination
 
Date, in an
amount
 
equal
 
to
 
the
 
pro-rata
 
amount
 
based
 
on
 
actual
 
employment
 
completed
 
during
 
the
 
tranche’s
 
12
 
month
vesting
 
period,
 
with
 
such
 
newly-exercisable
 
Stock
 
Options
 
remaining
 
exercisable
 
for
 
one
 
(1)
 
year
 
from
 
the
Termination
 
Date.
 
Stock Options
 
that do
 
not become
 
vested and
 
exercisable based
 
on the
 
previous provisions
shall be
 
forfeited as
 
of the
 
Termination
 
Date. No
 
Stock Options
 
shall vest
 
upon involuntary
 
termination under
this
 
provision
 
without
 
the
 
execution
 
(without
 
revoking)
 
of
 
an
 
effective
 
general
 
legal
 
release
 
and
 
such
 
other
documents as are satisfactory to the Company.
(iii)
Death.
 
If an Optionee dies while employed with the Company or
 
any Subsidiary or affiliated companies during
any
 
applicable
 
vesting
 
period,
 
this
 
Award
 
shall
 
become
 
fully
 
vested
 
and
 
exercisable
 
upon
 
death
 
and
 
may
 
be
exercised
 
by the
 
person
 
designated
 
as such
 
Optionee’s
 
beneficiary
 
or beneficiaries
 
or,
 
in the
 
absence
 
of such
designation, by the Optionee’s estate. The
 
Stock Option shall remain exercisable until the Expiration Date.
(iv)
Normal Retirement.
 
If the termination of employment is due to retirement on or after
 
age 62, this Award’s
tranches shall continue to vest and become exercisable on each respective Scheduled
 
Date Exercisable,
remaining exercisable until the Expiration Date. Notwithstanding
 
the above, if the Termination Date
 
is within
twelve months of the Grant Date, the Award
 
shall vest on a pro rata basis based on employment completed
from Grant Date to the Termination
 
Date within the first year after Grant Date and shall be exercisable until the
Expiration Date beginning on the Scheduled Date Exercisable for
 
the tranche to which the option belongs.
Stock Options that do not become vested and exercisable based on the previous
 
provisions shall be forfeited as
of the Termination
 
Date.
 
(v)
Spin-offs and Other Divestitures.
 
If the termination of
 
employment is due to the
 
divestiture, cessation, transfer,
or spin-off
 
of a
 
line of
 
business or
 
other
 
activity of
 
the Company,
 
the Committee,
 
in its
 
sole discretion,
 
shall
determine the conversion, vesting, or other treatment of the Stock Option.
3.
Exercise of the Option.
(a)
Method of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market
 
Value
of the shares of Common Stock exercised exceeds the exercise
 
price) prior to the Expiration Date of the Stock Option
by delivering a
 
notice of exercise
 
in such form
 
as may be
 
designated by the
 
Company from time
 
to time, or
 
making
the required
 
electronic election
 
with the
 
Company’s
 
designated broker,
 
and paying
 
the exercise
 
price and
 
any Tax-
Related Items (as
 
defined in section
 
5 below) and
 
costs to the
 
Company’s stock plan administrator or
 
such other person
as the Company may designate, together
 
with such additional documents as the
 
Company may then require pursuant
to the terms of the Plan.
(b)
Method
 
of
 
Payment
.
 
Payment
 
of
 
the
 
exercise
 
price
 
may
 
be
 
made
 
by
 
one
 
of
 
the
 
methods
 
available
 
under
 
the
Company’s exercise procedures, which
 
may include:
(i)
Payment by cash or check.
 
(ii)
Payment by transfer to the Company
 
of whole shares of Common Stock
 
Optionee already owns having a Fair
Market Value
 
determined at the time of exercise
 
of the Stock Option equal to, but
 
not exceeding, the exercise
price and any Tax-Related
 
Items; and
 
 
 
 
12
(iii)
A “same day
 
sale” transaction pursuant
 
to which a
 
third party (engaged
 
by you or
 
the Company) loans
 
funds
to you
 
to enable
 
you to
 
purchase shares
 
of Common
 
Stock and
 
pay any
 
Tax-Related
 
Items, and
 
then sells
 
a
sufficient number of the exercised shares of Common Stock on your behalf
 
to enable you to repay the loan and
any
 
fees.
 
The
 
remaining
 
shares
 
of
 
Common
 
Stock
 
and/or
 
cash
 
are
 
then
 
delivered
 
by
 
the
 
third
 
party
 
to
 
the
Optionee.
The Company may suspend, or eliminate, various forms of permissible payment of the exercise price from time to time
in its sole discretion. Further, notwithstanding
 
any provision within this Agreement to the contrary,
 
if the Optionee is a
resident or provides services outside of the United States, the Committee may require that the Optionee (or in the event
of the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other
than as
 
specified above,
 
may require
 
the Optionee
 
to exercise
 
the Stock
 
Option only
 
by means
 
of a
 
“same day
 
sale”
transaction (either a “sell-all” transaction or a “sell-to-cover” transaction)
 
as it determines in its sole discretion, or may
require the Optionee to sell any shares of Common Stock the Optionee acquires under the Plan immediately or within a
specified period following the Optionee’s termination of employment with the Company or any Subsidiary or affiliated
companies
 
(in
 
which
 
case,
 
the
 
Optionee
 
hereby
 
agrees
 
that
 
the
 
Company
 
shall
 
have
 
the
 
authority
 
to
 
issue
 
sale
instructions in relation to such shares on the Optionee’s
 
behalf).
 
(c)
Responsibility for Exercise.
The Optionee is
 
responsible for taking any
 
and all actions
 
as may be
 
required to exercise
the Stock Option in a timely manner and for properly executing
 
any such documents as may be required for exercise
in accordance with
 
such rules and procedures
 
as may be established
 
from time to time.
 
The Optionee acknowledges
that information
 
regarding the
 
procedures and
 
requirements for
 
the exercise
 
of the
 
Stock Option
 
is available
 
to the
Optionee
 
on
 
request.
 
Neither
 
the
 
Company
 
nor
 
any
 
Subsidiary
 
or
 
affiliated
 
companies
 
shall
 
have
 
any
 
duty
 
or
obligation to notify you of the Expiration Date of the Option.
4.
Non-Transferability.
 
The Stock
 
Option may
 
not be
 
sold, assigned,
 
pledged, exchanged,
 
hypothecated, encumbered,
 
disposed
of,
 
or otherwise
 
transferred,
 
unless otherwise
 
provided
 
in
 
the Plan
 
or this
 
Agreement.
 
Upon
 
any
 
attempt
 
to transfer,
 
assign,
pledge, hypothecate
 
or otherwise dispose of
 
the Stock Option
 
or of such
 
rights contrary to
 
the provisions hereof
 
or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
 
of
 
Tax
.
 
The
 
Optionee
 
acknowledges
 
that,
 
regardless
 
of
 
any
 
action
 
taken
 
by
 
the
 
Company
 
or,
 
if
 
different,
 
the
Subsidiary or
 
affiliated company
 
that employs
 
the Optionee
 
(the “Employer”),
 
the ultimate
 
liability for
 
all income
 
tax, social
contributions,
 
payroll
 
tax,
 
fringe
 
benefits
 
tax,
 
payment
 
on
 
account,
 
hypothetical
 
tax
 
or
 
other
 
tax-related
 
items
 
related
 
to
 
the
Optionee’s participation
 
in the Plan and legally
 
applicable to the Optionee
 
or deemed by the Company
 
or the Employer in their
discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or the
 
Employer (“Tax-Related
Items”),
 
is
 
and
 
remains
 
the
 
Optionee’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
 
withheld
 
by
 
the
 
Company
 
or
 
the
Employer,
 
if any.
 
The Optionee
 
further
 
acknowledges that
 
the Company
 
and/or the
 
Employer (a)
 
make no
 
representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Option, including, but
not limited to, the grant, vesting, exercise and the subsequent sale of shares of Common Stock acquired pursuant to such vesting
and exercise and the receipt of any dividends; and (b) do
 
not commit to and are under no obligation to structure the terms of
 
the
grant
 
or any
 
aspect of
 
the
 
Stock Option
 
to reduce
 
or eliminate
 
the
 
Optionee’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
particular tax
 
result. Further,
 
if the
 
Optionee is
 
subject to
 
Tax-Related
 
Items in
 
more than
 
one jurisdiction
 
between the
 
Grant
Date and the date of any relevant taxable or tax
 
withholding event, as applicable, the Optionee acknowledges
 
that the Company
and/or the Employer (or former employer,
 
as applicable) may be required to withhold or account for Tax
 
-Related Items in more
than one jurisdiction.
Prior
 
to
 
the
 
relevant
 
taxable
 
or
 
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Optionee
 
agrees
 
to
 
make
 
adequate
 
arrangements
satisfactory to the
 
Company and/or the
 
Employer to satisfy all
 
Tax-Related
 
Items. In this regard,
 
unless otherwise approved
 
by
the Committee,
 
the Company
 
shall satisfy
 
the obligations
 
with regard
 
to all Tax
 
-Related Items
 
by one
 
or a
 
combination of
 
the
following: (i) withholding
 
from the Optionee’s
 
wages or other cash
 
compensation paid to the
 
Optionee by the Company
 
and/or
the Employer; (ii)
 
withholding from the
 
shares of Common
 
Stock to be
 
delivered upon settlement
 
of the Stock
 
Option or other
awards granted to the Optionee
 
or (iii) permitting the Optionee
 
to tender to the Company
 
cash or, if allowed
 
by the Committee,
shares of Common Stock.
Depending on the withholding method, the Company may withhold or account for
 
Tax-Related Items by
 
considering applicable
statutory withholding rates
 
(as determined by
 
the Company in
 
good faith and
 
in its
 
sole discretion) or
 
other applicable withholding
rates, including
 
maximum applicable
 
rates, in which
 
case the Optionee
 
will receive a
 
refund of
 
any over-withheld
 
amount and
will have
 
no entitlement
 
to the
 
share equivalent.
 
If the
 
obligation
 
for Tax
 
-Related Items
 
is satisfied
 
by withholding
 
from the
shares of
 
Common Stock
 
to be
 
delivered upon
 
vesting of
 
the Stock
 
Option, for
 
tax purposes,
 
the Optionee
 
is deemed
 
to have
been issued the full number of shares of Common Stock subject to the Stock Option, notwithstanding that a number of shares of
 
13
Common Stock are
 
held back solely for
 
the purpose of paying
 
the Tax
 
-Related Items. The
 
Optionee will have
 
no further rights
with respect to any shares of Common Stock that are retained by the Company
 
pursuant to this provision.
The Optionee agrees
 
to pay to
 
the Company or
 
the Employer any
 
amount of Tax-Related Items
 
that the Company
 
or the Employer
may be required
 
to withhold or account
 
for as a result
 
of the Optionee’s
 
participation in the Plan
 
that cannot be satisfied
 
by the
means previously described. The Company may refuse to issue or deliver
 
shares of Common Stock or proceeds from the sale of
shares of
 
Common Stock
 
until arrangements
 
satisfactory to
 
the Company
 
have been
 
made in
 
connection with
 
the Tax
 
-Related
Items.
6.
Restrictive Covenants; Confidential Information; Work
 
Product
. The Optionee agrees to cooperate with the Company in
any way needed in order to comply with, or fulfill the terms of the Plan and this Grant
 
document.
 
As a term and condition of
this Grant, Optionee agrees to the following terms:
a.
I agree to use General Mills Confidential Information only as needed in the performance of my duties, to hold
and protect
 
such information
 
as confidential
 
to the
 
Company,
 
and not
 
to engage
 
in any
 
unauthorized use
 
or
disclosure of
 
such information
 
for so
 
long as
 
such information
 
qualifies as
 
Confidential Information.
 
I agree
that after my employment
 
with the Company terminates for any
 
reason, including “retirement” as that
 
term is
used in the
 
Plan, I will
 
not use or
 
disclose, directly or
 
indirectly,
 
Company Confidential
 
Information or trade
secrets for any purpose, unless I get the prior written consent of my manager
 
to do so.
This document does
 
not prevent me
 
from filing a
 
complaint with a
 
government agency (including the
 
Securities
and Exchange Commission,
 
Department of Justice,
 
Equal Employment Opportunity
 
Commission and others)
or from
 
participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not prevent
 
me from
 
providing
 
an
agency with information, including
 
this document, unless
 
such information is
 
legally protected from disclosure
to third parties.
 
I do not need
 
prior company authorization to take these actions,
 
nor must I notify the
 
company
I have done so.
Also, as provided in 18
 
U.S.C. 1833(b), I cannot be
 
held criminally or civilly liable
 
under any federal or state
trade secret law for making a trade secret disclosure: (A) in confidence to a federal, state, or local government
official,
 
either directly
 
or indirectly,
 
or to
 
an attorney,
 
solely for
 
the purpose
 
of reporting
 
or investigating
 
a
suspected violation
 
of law;
 
or (B) in
 
a complaint
 
or other
 
document filed
 
in a lawsuit
 
or other proceeding,
 
if
such filing is made under seal.
General Mills Confidential Information
 
means any non-public information
 
I create, receive, use or observe
 
in
the performance
 
of my
 
job at
 
General Mills,
 
including trade
 
secrets.
 
Examples of
 
Confidential Information
include marketing, merchandising, business plans, business methods, pricing, purchasing, licensing, contracts,
employee, supplier or customer information, customer,
 
vendor or partner client or contact lists, financial data,
technological
 
developments,
 
manufacturing
 
processes
 
and
 
specifications,
 
product
 
formulas,
 
ingredient
specifications, software code, and all other proprietary information which
 
is not publicly available to others.
Prior
 
to
 
leaving
 
the
 
Company,
 
I
 
agree
 
to
 
return
 
all
 
materials
 
in
 
my
 
possession
 
containing
 
Confidential
Information,
 
as
 
well
 
as
 
all
 
other
 
documents
 
and
 
other
 
tangible
 
items
 
provided
 
to
 
me
 
by
 
General
 
Mills,
 
or
developed by me in connection with my employment with the Company.
b.
I
 
agree
 
to
 
promptly
 
tell
 
General
 
Mills
 
about
 
any
 
ideas,
 
concepts,
 
improvements,
 
designs,
 
inventions,
discoveries,
 
and
 
creative
 
works
 
(collectively,
 
“Work
 
Product”)
 
which
 
I
 
conceive
 
or
 
create
 
during
 
my
employment with General Mills which relate to General Mills’ businesses.
I further agree to immediately, automatically
 
and irrevocably assign, and hereby do assign, to General Mills
any and all intellectual property rights in and to such Work
 
Product, and all such intellectual property rights
shall be solely and exclusively owned by General Mills.
 
“Intellectual property rights” means patent rights,
copyrights, trade secret rights, trade dress rights, trademark rights and all comparable
 
rights throughout the
world.
During my employment with General Mills and anytime thereafter,
 
I will take all necessary steps, at General
Mills’ request and expense, but without further compensation to me, to execute
 
any instruments necessary to
enable General Mills or General Mills’ nominee to register intellectual property
 
rights throughout the world.
 
14
After I leave General Mills, I agree to help General Mills in every way possible in
 
any government or legal
proceedings pertaining to any General Mills intellectual property
 
rights.
c.
[
This Section
 
6.c. does
 
not apply
 
to California,
 
Colorado, Minnesota,
 
and Washington
 
-based employees.
] I
agree that for one year after I leave the
 
Company, including retiring from the Company,
 
I will not work on any
product, brand category, process,
 
or service: (A)
 
on which
 
I worked,
 
or about which
 
I had
 
access to
 
Confidential
Information, in the year immediately preceding my termination
 
(including retirement) from General Mills, and
(B) which competes with General Mills products, brand categories, processes, or
 
related services.
 
d.
I agree that
 
for one year
 
after I leave General
 
Mills, including retiring
 
from the Company,
 
I will refrain
 
from
directly or indirectly
 
soliciting Company employees
 
for the purpose of
 
hiring them or inducing
 
them to leave
their employment with the Company.
e.
I agree
 
that after I
 
leave General
 
Mills, including
 
retiring from
 
the Company,
 
I will
 
indefinitely refrain
 
from
using Company client or
 
contact lists, and
 
for two years
 
I will refrain
 
from soliciting the
 
Company’s customers.
A breach of the obligations set forth in this paragraph may result in the rescission of the Grant, termination and forfeiture of any
unvested or
 
un-exercised Options,
 
and/or required
 
payment to Company
 
of all
 
or a portion
 
of any
 
monetary gains
 
acquired by
Optionee
 
as a
 
result of
 
the Grant,
 
unless the
 
Grant vested
 
and
 
was settled
 
more
 
than
 
four (4)
 
years prior
 
to the
 
breach.
 
The
foregoing remedies
 
are in addition
 
to, and not
 
in lieu of
 
injunctive relief and/or
 
any other legal
 
or equitable remedies
 
available
under applicable law
7.
Nature of Grant
. In accepting the Stock Option, the Optionee acknowledges and agrees that:
(a)
the
 
Plan
 
is
 
established
 
voluntarily
 
by
 
the
 
Company,
 
it
 
is
 
discretionary
 
in
 
nature
 
and
 
it
 
may
 
be
 
modified,
amended, suspended or
 
terminated by the
 
Company, in its sole
 
discretion, at any
 
time (subject to
 
any limitations
set forth in the Plan);
(b)
the grant of the Stock
 
Option is voluntary and occasional
 
and does not create any
 
contractual or other right to
receive future grants of stock options, or benefits in lieu
 
of stock options, even if stock options or other awards
have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Optionee’s participation
 
in the Plan is voluntary;
(e)
the
 
Stock
 
Option
 
and
 
the
 
Optionee’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
 
employment
 
or
 
be
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
 
Subsidiaries
 
or
 
affiliated
companies and shall not interfere with the ability of the Company or the Employer, as applicable, to terminate
the Optionee’s employment relationship
 
(as otherwise may be permitted under local law);
(f)
unless otherwise agreed with the Company, the Stock Option and any shares of Common Stock acquired upon
vesting
 
and
 
exercise
 
of
 
the
 
Stock
 
Option,
 
and
 
the
 
income
 
from
 
and
 
value
 
of
 
same,
 
are
 
not
 
granted
 
as
consideration
 
for,
 
or
 
in connection
 
with,
 
any
 
service
 
the
 
Optionee
 
may
 
provide
 
as a
 
director
 
of
 
any of
 
any
Subsidiary or affiliate of the Company;
(g)
the Stock Option and any shares of Common Stock acquired
 
under the Plan and the income and value of
 
same,
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
 
resignation,
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
 
awards,
 
pension
 
or
retirement or welfare benefits
 
or similar payments and
 
in no event should be
 
considered as compensation for,
or relating
 
in any
 
way to,
 
past services
 
for the
 
Company,
 
the Employer
 
or any
 
Subsidiary or
 
affiliate of
 
the
Company;
 
 
 
15
(h)
the future value of the shares of Common Stock underlying the Stock Option is unknown, indeterminable, and
cannot be predicted with certainty;
 
(i)
if the underlying shares of Common Stock do not increase in value, the Stock
 
Option will have no value;
 
(j)
upon exercise
 
of the
 
Stock Option,
 
the value
 
of such
 
shares of
 
Common Stock
 
may increase
 
or decrease
 
in
value, even below the exercise price;
 
(k)
no claim or
 
entitlement to compensation
 
or damages shall
 
arise from
 
forfeiture of the
 
Stock Option resulting
from termination
 
of the
 
Optionee’s
 
employment (for
 
any reason
 
whatsoever and
 
whether or
 
not in
 
breach of
local labor
 
laws or
 
later found
 
invalid) and,
 
in consideration
 
of the
 
Stock Option,
 
the Optionee
 
agrees not
 
to
institute any claim against the Company or the Employer;
(l)
the Stock
 
Option and
 
the benefits
 
evidenced by
 
this Agreement
 
do not
 
create any
 
entitlement not
 
otherwise
specifically provided for in the Plan or provided by the Company in its discretion, to have the Stock Option or
any
 
such
 
benefits
 
transferred
 
to,
 
or
 
assumed
 
by,
 
another
 
company,
 
nor
 
to
 
be
 
exchanged,
 
cashed
 
out
 
or
substituted for, in connection with any corporate
 
transaction affecting the shares of Common Stock; and
(m)
neither the Company nor
 
any of its
 
Subsidiaries or affiliated companies shall
 
be liable for any
 
foreign exchange
rate fluctuation between the
 
Optionee’s local currency and the
 
U.S. dollar that
 
may affect the value
 
of the Stock
Option or any amounts due to the Optionee pursuant to the exercise of the Stock Option or the subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock Option.
8.
Data Privacy
.
If the Optionee
 
would like to
 
participate in the
 
Plan, the Optionee
 
will need to
 
review the
 
information provided
in this Section 8 and,
 
where applicable, declare
 
the Optionee’s
 
consent to the processing
 
of personal data by the
 
Company and
the third parties stated below.
 
If the
 
Optionee is
 
based in
 
the European
 
Union (“EU”),
 
European
 
Economic Area
 
(“EEA”) or
 
United Kingdom,
 
please note
that General
 
Mills, Inc. with
 
registered
 
address at
 
One General Mills
 
Boulevard,
 
Minneapolis, MN 55426
 
-1347, U.S.A., is
 
the
controller responsible
 
for the processing of the Optionee’s
 
personal data in connection with the Agreement
 
and the Plan.
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-identifiable
information
 
about
 
the
 
Optionee, specifically,
 
the
 
Optionee’s
 
name,
 
home
 
address
 
and
 
telephone
 
number,
 
email
address,
 
date of
 
birth, social
 
insurance, passport
 
number or
 
other identification
 
number,
 
salary,
 
nationality,
 
job
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
 
Company
 
or
 
any
 
affiliated
 
company,
 
details
 
of
 
all
 
Stock
Options
 
or
 
any
 
other
 
entitlement
 
to
 
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
outstanding in the Optionee’s favor,
 
which the Company receives from the Optionee or
 
the Employer (the “Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
 
obligations
under
 
this Agreement,
 
implementing,
 
administering
 
and
 
managing the
 
Optionee’s
 
participation
 
in the
 
Plan and
facilitating compliance with applicable tax and securities law.
 
If the Optionee is based
 
in the EU, EEA or
 
United Kingdom, the legal
 
basis for the processing
 
of the Data by
the Company is
 
the necessity of
 
the processing
 
for the Company
 
to perform its
 
contractual obligations under
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
 
managing
 
the
 
Plan,
administering employee equity awards and
 
complying with its contractual and statutory obligations.
 
If the Optionee is
 
based in any other
 
jurisdiction, the legal basis
 
for the processing of the Data
 
by the Company
is the Optionee’s
 
consent as further described below.
(b)
Stock Plan Administration Service Providers.
 
The Company transfers Data to E*TRADE Financial Corporate
Services, Inc. (including its affiliated companies), an independent service provider which assists the Company
with the implementation, administration
 
and management of the
 
Plan.
 
In the future, the
 
Company may select
a
 
different
 
service
 
provider,
 
which
 
will
 
in
 
a
 
similar
 
manner,
 
share
 
Data
 
with
 
such
 
service
 
provider.
 
The
Company’s
 
service provider
 
will maintain
 
an account
 
for the Optionee
 
to administer
 
the Stock
 
Options. The
processing
 
of
 
Data
 
will
 
take
 
place
 
through
 
both
 
electronic
 
and
 
non-electronic
 
means.
 
Data
 
will
 
only
 
be
 
 
 
 
 
 
16
accessible
 
by
 
those
 
individuals
 
requiring
 
access
 
to
 
it
 
for
 
purposes
 
of
 
implementing,
 
administering
 
and
operating the Plan.
(c)
International Data Transfers. The Company and its service providers are based in the United
 
States and India.
The Optionee’s
 
country or jurisdiction
 
may have different
 
data privacy laws
 
and protections
 
than the United
States and India.
 
An appropriate
 
level of protection
 
can be achieved
 
by implementing safeguards
 
such as the
Standard Contractual Clauses adopted by
 
the EU Commission.
If the Optionee is based in any other jurisdiction, the Data will be transferred from the Optionee’s
 
jurisdiction
to the Company and
 
onward from the Company to any
 
of its service
 
providers based on the Optionee’s consent,
as further described below.
(d)
Data
 
Retention.
 
The
 
Company
 
will
 
use
 
the
 
Data
 
only
 
as
 
long
 
as
 
necessary
 
to
 
implement,
 
administer
 
and
manage the Optionee’s participation in the Plan, or as
 
required to comply with legal or
 
regulatory obligations,
including tax and securities
 
laws.
 
When the Company no
 
longer needs the Data,
 
the Company will remove
 
it
from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
 
or regulatory obligations and
the Company’s
 
legal basis would be relevant laws or regulations
 
(if the Optionee is in the EU, EEA or United
Kingdom) or the Optionee’s
 
consent (if the Optionee is outside the EU, EEA or United Kingdom).
(e)
Data Subject
 
Rights. The
 
Optionee may
 
have a
 
number of
 
rights under
 
data privacy
 
laws in
 
the Optionee’s
jurisdiction. Subject
 
to the
 
conditions set
 
out in
 
the applicable
 
law and
 
depending on
 
where the
 
Optionee is
based,
 
such
 
rights
 
may
 
include
 
the
 
right
 
to
 
(i)
 
request
 
access
 
to,
 
or
 
copies
 
of,
 
the
 
Data
 
processed
 
by
 
the
Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on the processing of Data,
(v) object to the processing of Data for legitimate interests, (vi) portability of Data, (vii) lodge
 
complaints with
competent authorities in the
 
Optionee’s
 
jurisdiction, and/or to (viii)
 
receive a list with
 
the names and addresses
of any potential
 
recipients of Data.
 
To
 
receive clarification
 
regarding
 
these rights or to
 
exercise these rights,
the Optionee can contact HR Direct.
(f)
Necessary Disclosure
 
of Personal
 
Data. The Optionee
 
understands that providing
 
the Company with
 
Data is
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Optionee’s
 
refusal
 
to provide
 
the Data
 
would
make it impossible
 
for the Company
 
to perform its
 
contractual obligations and may
 
affect the Optionee’s ability
to participate in the Plan.
(g)
Declaration of
 
Consent (if
 
the Optionee
 
is outside
 
the EU,
 
EEA and
 
United Kingdom).
 
The Optionee
 
hereby
unambiguously
 
consents
 
to
 
the
 
collection,
 
use
 
and
 
transfer,
 
in
 
electronic
 
or
 
other
 
form,
 
of
 
the
 
Data,
 
as
described above and
 
in any other
 
grant materials, by
 
and among, as
 
applicable, the Employer,
 
the Company
and
 
any
 
affiliated
 
company
 
for
 
the
 
exclusive
 
purpose
 
of
 
implementing,
 
administering
 
and
 
managing
 
the
Optionee’s
 
participation in the Plan.
 
The Optionee understands that
 
the Optionee may,
 
at any time, refuse
 
or
withdraw the
 
consents
 
herein,
 
in any
 
case without
 
cost, by
 
contacting
 
HR Direct.
 
If the
 
Optionee
 
does not
consent or later seeks to
 
revoke the Optionee’s
 
consent, the Optionee’s
 
employment status or service
 
with the
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Optionee’s
 
consequence
 
of
 
refusing
 
or
 
withdrawing
 
consent
 
is
 
that
 
the
Company
 
would
 
not
 
be
 
able
 
to
 
award
 
the
 
Stock
 
Options
 
to
 
the
 
Optionee
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
Optionee
 
or
 
administer
 
or
 
maintain
 
such
 
awards.
 
Therefore,
 
the
 
Optionee
 
understands
 
that
 
refusing
 
or
withdrawing consent may affect the Optionee’s
 
ability to participate in the Plan. For more information
 
on the
consequences of refusal to consent or withdrawal of consent,
 
the Optionee should contact HR Direct.
9.
Insider Trading; Market Abuse Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s policy
on insider trading (to
 
the extent that it is applicable
 
to the Optionee), the
 
Optionee further acknowledges that,
 
depending on the
Optionee’s
 
or his
 
or her
 
broker’s country
 
of residence
 
or where
 
the shares
 
of Common
 
Stock are
 
listed, the
 
Optionee may
 
be
subject to insider
 
trading restrictions and/or
 
market abuse laws
 
that may affect
 
the Optionee’s
 
ability to accept,
 
acquire, sell or
otherwise dispose
 
of shares
 
of Common
 
Stock, rights
 
to shares
 
of Common
 
Stock (e.g.,
 
stock options)
 
or rights
 
linked to
 
the
value
 
of
 
shares
 
of
 
Common
 
Stock,
 
during
 
such
 
times
 
the
 
Optionee
 
is considered
 
to
 
have
 
“inside
 
information”
 
regarding
 
the
Company as defined by
 
the laws or
 
regulations in the Optionee’s country. Local insider trading
 
laws and regulations may
 
prohibit
the cancellation
 
or amendment
 
of orders
 
the Optionee
 
places before
 
he or
 
she possessed
 
inside information.
 
Furthermore, the
Optionee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis)
and (ii)
 
“tipping” third
 
parties or
 
causing them
 
otherwise to
 
buy or
 
sell securities.
 
The Optionee
 
understands that
 
third parties
include fellow
 
employees. Any
 
restriction under
 
these laws or
 
regulations are
 
separate from and
 
in addition
 
to any restrictions
that may be imposed under any applicable Company insider trading policy. The Optionee acknowledges
 
that it is the Optionee’s
responsibility to comply with any applicable restrictions, and that the Optionee should therefore consult the Optionee’s
 
personal
advisor on this matter
 
 
 
 
 
 
 
 
17
10.
11.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
Electronic Delivery
. The Optionee agrees, to the fullest extent
 
permitted by law, in lieu of receiving documents in paper format,
to accept
 
electronic
 
delivery of
 
any
 
documents
 
that the
 
Company
 
and its
 
Subsidiaries
 
or affiliated
 
companies
 
may
 
deliver in
connection
 
with this
 
grant and
 
any other
 
grants offered
 
by the
 
Company,
 
including prospectuses,
 
grant notifications,
 
account
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
 
document
 
may
 
be
 
made
 
via
 
the
Company’s email system or by reference to a
 
location on the Company’s intranet or website or
 
a website of the
 
Company’s agent
administering the Plan. By accepting this grant, whether electronically or otherwise, the Optionee hereby consents to participate
in the Plan through such
 
system, intranet, or website, including but
 
not limited to the use
 
of electronic signatures or click-through
electronic acceptance of terms and conditions.
12.
English Language
. The Optionee
 
acknowledges and agrees that
 
it is the Optionee’s
 
express intent that this
 
Agreement and the
Plan and
 
all other
 
documents, notices
 
and legal
 
proceedings entered
 
into, given
 
or instituted
 
pursuant to
 
the Stock
 
Option be
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Optionee
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
 
Agreement,
 
the
 
Plan,
 
or
 
any
 
other
documents relating to
 
this Award
 
in a language
 
other than English,
 
the English language
 
documents will prevail
 
in case of any
ambiguities or divergences as a result of translation.
13.
Addendum
.
 
Notwithstanding
 
any
 
provisions
 
in
 
this
 
Agreement,
 
the
 
Stock
 
Option
 
shall
 
be
 
subject
 
to
 
any
 
special
 
terms
 
and
conditions set forth in
 
the Country-Specific Addendum to
 
this Agreement (the
 
“Addendum”). Moreover, if the Optionee
 
transfers
to one of the countries included in such Addendum, the special
 
terms and conditions for such country will apply to the Optionee,
to the extent the Company determines that the application of such terms and conditions is necessary or advisable to comply with
local law or
 
facilitate the administration
 
of the Plan
 
(or the Company
 
may establish alternative
 
terms and conditions
 
as may be
necessary or advisable to accommodate the Optionee’s
 
transfer). The Addendum constitutes part of this Agreement.
14.
Not a
 
Public Offering
. The
 
award of
 
the Stock
 
Option is
 
not intended
 
to be
 
a public
 
offering
 
of securities
 
in the
 
Optionee’s
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
 
registration
 
statement,
prospectus or other filings with
 
the local securities authorities (unless
 
otherwise required under local
 
law), and the award of
 
the
Stock
 
Option
 
is not
 
subject
 
to
 
the
 
supervision
 
of the
 
local securities
 
authorities.
 
No
 
employee
 
of
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
is
 
permitted
 
to
 
advise
 
the
 
Optionee
 
on
 
whether
 
he/she
 
should
 
participate
 
in
 
the
 
Plan.
Acquiring shares
 
of Common
 
Stock involves
 
a degree
 
of risk.
 
Before deciding
 
to participate
 
in the
 
Plan, the
 
Optionee should
carefully consider all risk factors
 
relevant to the acquisition of
 
shares of Common Stock under
 
the Plan and carefully review all
of the materials related
 
to the Stock Option and
 
the Plan. In addition, the
 
Optionee should consult with his/her
 
personal advisor
for professional investment advice.
15.
Repatriation;
 
Compliance
 
with Law
. The
 
Optionee
 
agrees to
 
repatriate
 
all payments
 
attributable
 
to the
 
shares of
 
Common
Stock and/or cash acquired
 
under the Plan in
 
accordance with applicable foreign
 
exchange rules and regulations
 
in the Optionee’s
country of employment (and
 
country of residence, if different).
 
In addition, the Optionee agrees
 
to take any and all actions,
 
and
consent to any and all actions taken by the Company and
 
any of its Subsidiaries and affiliated companies, as may
 
be required to
allow the
 
Company and
 
any of its
 
Subsidiaries and
 
affiliated companies
 
to comply
 
with local
 
laws, rules
 
and/or regulations
 
in
the Optionee’s
 
country of employment
 
(and country
 
of residence, if
 
different). Finally,
 
the Optionee agrees
 
to take any
 
and all
actions as may
 
be required to comply
 
with the Optionee’s
 
personal obligations under
 
local laws, rules and/or
 
regulations in the
Optionee’s country of employment
 
and country of residence, if different).
16.
Imposition
 
of
 
Other
 
Requirements.
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
 
Optionee’s
participation in
 
the Plan,
 
on the
 
Stock Option,
 
and on
 
any shares
 
of Common
 
Stock acquired
 
under the
 
Plan, to
 
the extent
 
the
Company
 
determines it
 
is necessary
 
or advisable
 
for
 
legal or
 
administrative
 
reasons,
 
and to
 
require
 
the Optionee
 
to sign
 
any
additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
17.
Committee’s Powers.
No provision contained in this Agreement shall in any way terminate, modify or alter,
 
or be construed or
interpreted as terminating, modifying or
 
altering any of the powers, rights or
 
authority vested in the Committee or,
 
to the extent
delegated, in its delegate,
 
pursuant to the terms
 
of the Plan or
 
resolutions adopted in furtherance
 
of the Plan, including,
 
without
limitation, the
 
right to
 
make certain
 
determinations and
 
elections with
 
respect to
 
the Stock
 
Option. Any
 
dispute regarding
 
the
interpretation of this Agreement
 
or the terms of the
 
Plan shall be submitted to
 
the Committee or its delegate
 
who shall have the
discretionary
 
authority
 
to
 
construe
 
the
 
terms
 
of
 
this
 
Agreement,
 
the
 
Plan,
 
and
 
all
 
documents
 
ancillary
 
to
 
this
 
Award.
 
The
decisions of the Committee or its delegate shall be final and binding and any reviewing
 
court of law or other party shall defer to
its decision, overruling if, and only if, it is arbitrary and capricious. In no way
 
is it intended that this review standard subject the
Plan or Award
 
to the U.S. Employee Retirement Income Security Act.
 
 
 
 
18
18.
Binding Effect.
 
This Agreement shall be binding upon
 
and inure to the benefit
 
of any successors to the Company
 
and all persons
lawfully claiming under the Optionee.
19.
Governing Law and
 
Forum
. Without limiting
 
the effect of
 
section 16, this
 
Agreement shall be governed
 
by,
 
and construed in
accordance with, the laws of the State of Delaware without regard to principles
 
of conflict of laws.
20.
Severability
. The provisions
 
of this Agreement are
 
severable and if any
 
one or more
 
of the provisions
 
are determined to
 
be illegal
or otherwise unenforceable, in
 
whole or in part,
 
the Agreement shall be reformed
 
and construed so that it would
 
be enforceable
to the maximum extent legally possible, and
 
if it cannot be so
 
reformed and construed, as if such
 
unenforceable provision, or part
thereof, had never been contained herein.
21.
Waiver
. The waiver
 
by the Company
 
with respect to
 
Optionee’s
 
(or any other
 
participant’s)
 
compliance with
 
any provision of
this Agreement
 
shall not
 
operate or
 
be construed
 
as a
 
waiver of
 
any other
 
provision of
 
this Agreement,
 
or of
 
any subsequent
breach by such party of a provision of this Agreement
A copy
 
of the
 
Plan and
 
the Prospectus
 
to the
 
General Mills,
 
Inc. 2022
 
Stock Compensation
 
Plan is
 
available on
 
G&Me by
 
searching
“2022 Stock Compensation
 
Plan”.
 
A copy of the
 
Company’s latest
 
Annual Report on
 
Form 10-K is
 
also available on
 
the Company’s
website at www.generalmills.com
 
under Investor Information/Annual Reports.
 
GENERAL MILLS, INC.