1
Exhibit 10.3
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
AWARDED:
EXPIRATION
 
DATE
 
OF
 
RESTRICTED
PERIOD:
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
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
 
(“Agreement”).
 
The
Participant:
 
(i) acknowledges
 
receipt
 
of
 
a
 
copy of
 
the Plan
 
and
 
Plan
 
prospectus,
 
(ii)
 
represents
 
that
 
the
 
Participant
 
has
carefully read
 
and is
 
familiar with
 
the provisions
 
of this
 
Agreement and
 
the Plan,
 
and (iii)
 
hereby accepts
 
the Restricted
Stock Units subject
 
to all of the
 
terms and conditions
 
set forth herein,
 
and in the Plan.
 
If the Participant
 
does not wish to
receive the
 
Restricted Stock Units
 
and/or does not
 
consent and agree
 
to the terms
 
and conditions on
 
which the Restricted
Stock Units
 
are offered,
 
as set
 
forth in
 
this Agreement
 
and the
 
Plan, then
 
the Participant
 
must reject
 
this Award
 
via the
website of the Company’s designated broker,
 
no later than 60 days following the Grant Date.
 
If the Participant rejects this
Award,
 
this Award
 
will immediately
 
be forfeited and cancelled.
 
The Participant’s
 
failure to reject
 
this Award
 
within this
60 day period will constitute
 
the Participant’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
 
above
 
Grant
 
Date,
 
is made
 
by
 
General
 
Mills,
 
Inc.,
 
and
 
made
 
to
 
the
 
person
 
named
 
above
 
(the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award
 
of Units
. Each
 
unit awarded
 
represents the
 
right to
 
receive one
 
share of
 
the Company
 
common stock,
 
par value
 
USD
0.10 per share (“Stock”). The units granted pursuant to this Agreement are referred to as the “Restricted Stock Units”. Except as
otherwise defined herein, capitalized terms shall have the same meanings ascribed
 
to them under the Plan.
2.
Vesting/Payment
 
of Restricted Stock Units; Forfeiture.
(a)
Vesting/Payment
 
Schedule
. Restricted
 
Stock Units
 
shall vest
 
in tranches,
 
each tranche
 
having its
 
own 12
 
month
vesting period
 
occurring consecutively,
 
starting on
 
the Grant
 
Date.
 
Vested
 
units in
 
a tranche
 
shall be
 
paid on
 
the
respective Scheduled Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(b)
Forfeiture
 
of
 
Restricted
 
Stock
 
Units
.
 
The
 
Participant
 
acknowledges
 
that
 
the
 
Restricted
 
Stock
 
Units
 
awarded
hereunder are subject to forfeiture if the Participant’s
 
employment with the Company or any subsidiary or affiliated
companies (the “Company”) terminates under certain circumstances before the respective Scheduled Vesting Dates,
as herein provided.
 
(i)
Resignation or Termination
 
for Cause.
 
If the Participant’s
 
employment with the Company is terminated
 
by
either
 
(i)
 
resignation,
 
or
 
(ii)
 
a
 
discharge
 
due
 
to
 
Participant’s
 
illegal
 
activities,
 
poor
 
work
 
performance,
misconduct or violation of
 
the Company’s Code of
 
Conduct, policies or
 
practices, then these
 
Restricted Stock
Units, to the extent
 
they are not previously
 
vested as of the
 
Termination
 
Date, shall for no
 
consideration be
cancelled and forfeited.
 
For the avoidance of doubt,
 
“Termination
 
Date” for purposes of
 
this Award
 
will be
deemed to
 
occur as
 
of the
 
date Participant
 
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
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.
 
 
 
 
2
(ii)
Involuntary Termination.
 
If the Participant’s employment with the Company 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 (or deferred, if properly elected)
on the respective Scheduled Vesting
 
Date otherwise applicable to such tranche.
(iii)
Death
.
 
If
 
a
 
Participant
 
dies
 
while
 
employed
 
by
 
the
 
Company
 
during
 
any
 
applicable
 
vesting
 
period,
 
this
Award
 
shall become fully vested, effective as of the date of death, and shall be paid as of the first day of the
month
 
following
 
death
 
to
 
the
 
designated
 
beneficiary
 
or
 
beneficiaries,
 
or
 
to
 
the
 
Participant's
 
estate
 
if
 
no
beneficiary is appropriately designated.
 
(iv)
Retirement.
 
If the
 
termination of
 
employment is
 
due to the
 
Participant’s
 
retirement on
 
or after
 
age 55 and
completion
 
of at
 
least five
 
(5)
 
years of
 
service with
 
the
 
Company,
 
all Restricted
 
Stock
 
Units in
 
unvested
tranches
 
shall
 
vest
 
and
 
be
 
paid
 
(or
 
deferred,
 
if
 
properly
 
elected)
 
on
 
each
 
tranche’s
 
respective
 
Scheduled
Vesting
 
Date.
 
Notwithstanding
 
the
 
above, if
 
the
 
Termination
 
Date
 
is within
 
twelve
 
months
 
of
 
the
 
Grant
Date, the Award shall not fully vest but rather vest on a pro rata basis based on employment completed since
grant prior to the Termination
 
Date within the first year
 
of the Restricted Period; the
 
Restricted Stock Units
that vest pursuant
 
to the previous
 
sentence shall be
 
paid (or deferred,
 
if properly elected)
 
on the Scheduled
Vesting Date applicable to the tranche under which they were awarded. The terms of this paragraph
 
shall not
apply to a Participant who, prior to a Change of Control, is terminated for cause as described in (b)(i) above;
said Participant 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 these Awards.
 
Such treatment shall
be consistent
 
with Code
 
Section 409A,
 
and in
 
particular will
 
take into
 
account whether
 
a separation
 
from
service has occurred within the meaning of Code Section 409A.
3.
Dividend Equivalents.
For Restricted Stock Units awarded hereunder, any dividends or other
 
distributions declared payable on
the Company’s
 
Stock on
 
or after
 
the Grant
 
Date until
 
the Award
 
is settled
 
and/or forfeited
 
shall be
 
credited notionally
 
to the
Participant
 
in
 
an amount
 
equal to
 
such declared
 
dividends
 
or other
 
distributions
 
on
 
an equivalent
 
number
 
of shares
 
of
 
Stock
(“Dividend Equivalents”).
 
Dividend Equivalents
 
so credited
 
shall be
 
paid if,
 
and only
 
to the
 
extent, the
 
underlying Restricted
Stock
 
Units
 
to
 
which
 
they
 
relate become
 
unrestricted
 
and vest,
 
as provided
 
under
 
the terms
 
of
 
the Plan
 
and
 
this Agreement.
 
Dividend Equivalents credited
 
in respect to
 
Restricted Stock
 
Units that
 
are forfeited under
 
the terms
 
of the
 
Plan and
 
this document,
are
 
correspondingly
 
forfeited.
 
No
 
interest
 
or
 
other
 
earnings
 
shall
 
be
 
credited
 
on
 
Dividend
 
Equivalents.
 
Vested
 
Dividend
Equivalents shall be paid in cash at the same time as the underlying Restricted Stock
 
Units to which they relate.
4.
Settlement of
 
Restricted Stock
 
Units.
 
Settlement shall
 
be completed
 
as soon
 
as administratively
 
practicable but
 
in no
 
event
later
 
than
 
30
 
days
 
after
 
the
 
date
 
the
 
Restricted
 
Stock
 
Units
 
vest,
 
except
 
where
 
such
 
settlement
 
following
 
a
 
Section
 
409A
Separation from
 
Service requires
 
a six-month
 
delay.
 
The Company
 
will provide
 
for settlement
 
in the
 
form of
 
shares of
 
Stock.
 
Awards
 
subject to proper deferral elections shall be deferred into the General Mills Deferred
 
Compensation Plan.
5.
Non-Transferability
. The
 
Restricted Stock
 
Units 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 Restricted Stock Units or of such rights contrary to the provisions hereof
or in the Plan, the Restricted Stock Units and such rights shall immediately become
 
null and void.
6.
Withholding
 
of Tax
. The
 
Participant acknowledges
 
that, regardless
 
of any
 
action
 
taken by
 
the Company
 
or,
 
if different,
 
the
subsidiary or
 
affiliated company
 
that employs
 
the Participant
 
(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
Participant’s
 
participation in
 
the Plan
 
and legally
 
applicable to
 
the Participant
 
or deemed
 
by the
 
Company or
 
the Employer
 
in
their discretion to be an
 
appropriate charge to the
 
Participant even if legally applicable
 
to the Company or the Employer
 
(“Tax-
Related Items”),
 
is and remains
 
the Participant’s
 
responsibility and
 
may exceed the
 
amount actually withheld
 
by the Company
or the Employer, if
 
any. The Participant 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 Restricted Stock
 
Units,
 
3
including, but not limited to, the grant, vesting, the subsequent
 
sale of shares of Stock acquired pursuant to such vesting and
 
the
receipt of any dividends, or dividend equivalents; and
 
(b) do not commit to and are under no obligation to structure the
 
terms of
the grant
 
or any
 
aspect of
 
the Restricted Stock
 
Units to
 
reduce or
 
eliminate the
 
Participant’s
 
liability for
 
Tax-Related
 
Items or
achieve any particular tax result. Further, if the Participant 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 Participant 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
 
Participant
 
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
 
Participant’s
 
wages
 
or other
 
cash
 
compensation
 
paid
 
to
 
the
 
Participant
 
by
 
the
 
Company
and/or the Employer; (ii)
 
withholding from the shares
 
of Stock to be delivered
 
upon settlement of the
 
Restricted Stock Units or
other awards
 
granted to
 
the Participant
 
or (iii)
 
permitting
 
the Participant
 
to tender
 
to the
 
Company
 
cash or,
 
if allowed
 
by the
Committee, shares of 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
 
Participant 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
 
Stock to be
 
delivered upon
 
vesting of
 
the Restricted
 
Stock Units,
 
for tax purposes,
 
the Participant
 
is deemed
 
to have
been issued the full number of
 
shares of Stock subject to the Restricted
 
Stock Units, notwithstanding that
 
a number of shares of
Stock
 
are held
 
back
 
solely for
 
the purpose
 
of paying
 
the Tax
 
-Related Items.
 
The Participant
 
will have
 
no further
 
rights with
respect to any shares of Stock that are retained by the Company pursuant
 
to this provision.
The
 
Participant
 
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
 
Participant’s
 
participation
 
in the
 
Plan that
 
cannot be
satisfied by the
 
means previously described.
 
The Company may
 
refuse to issue
 
or deliver shares
 
of Stock or
 
proceeds from the
sale of shares
 
of Stock until
 
arrangements satisfactory to the
 
Company have been made
 
in connection with
 
the Tax-Related Items.
7.
Restrictive Covenants; Confidential
 
Information; Work
 
Product
. The Participant
 
agrees to cooperate with
 
the Company in
any way needed
 
in order to comply
 
with, or fulfill the
 
terms of the Plan
 
and this Award
 
document.
 
As a term and
 
condition of
this Award,
 
Participant 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.
 
4
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.
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
 
7.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 Award,
 
termination and forfeiture
of any unvested Units,
 
and/or required payment to
 
the Company of all or
 
a portion of any monetary
 
gains acquired by the
Participant as a result of
 
the Award,
 
unless the Award
 
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.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant 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 Restricted Stock Units is voluntary and occasional and does not create any
 
contractual or other
right
 
to
 
receive
 
future
 
grants
 
of
 
restricted
 
stock
 
units,
 
or
 
benefits
 
in
 
lieu
 
of
 
restricted
 
stock
 
units,
 
even
 
if
restricted stock units 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 Participant’s participation
 
in the Plan is voluntary;
 
 
5
(e)
the Restricted Stock Units and the Participant’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 Participant’s employment relationship
 
(as otherwise may be permitted under local law);
(f)
unless otherwise agreed with the Company,
 
the Restricted Stock Units and any shares of Stock acquired
 
upon
vesting of the Restricted Stock Units, and the income from and value of same, are not
 
granted as consideration
for, or
 
in connection with,
 
any service the
 
Participant may provide
 
as a director
 
of any subsidiary
 
or affiliate
of the Company;
(g)
the Restricted Stock Units and any shares of 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;
(h)
the future value of the shares of
 
Stock underlying the Restricted Stock Units
 
is unknown, indeterminable, and
cannot be predicted with certainty;
 
(i)
upon vesting of the Restricted
 
Stock Units, the value of
 
such shares of Stock
 
may increase or decrease
 
in value;
 
(j)
no claim or
 
entitlement to
 
compensation or
 
damages shall
 
arise from
 
forfeiture of
 
the Restricted Stock
 
Units
resulting from termination
 
of the Participant’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
 
Restricted
 
Stock
 
Units,
 
the
Participant agrees not to institute any claim against the Company or the Employer;
(k)
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
rights
 
evidenced
 
by
 
this
 
Agreement
 
do
 
not
 
create
 
any
 
entitlement
 
not
otherwise specifically
 
provided for
 
in the
 
Plan to
 
have the
 
Restricted Stock
 
Units 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 Stock; and
(l)
neither the Company nor
 
any of its
 
Subsidiaries or affiliated companies shall
 
be liable for any
 
foreign exchange
rate fluctuation
 
between the
 
Participant’s
 
local currency
 
and the
 
U.S. dollar
 
that may
 
affect the
 
value of
 
the
Restricted Stock
 
Units or
 
any amounts
 
due to
 
the Participant
 
pursuant to
 
the vesting
 
of the
 
Restricted Stock
Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of the Restricted Stock Units.
9.
Data Privacy
.
If the
 
Participant would like
 
to participate in
 
the Plan, the
 
Participant will
 
need to review
 
the information provided
in this
 
Section 9
 
and, where
 
applicable, declare
 
the Participant’s
 
consent to
 
the processing
 
of personal
 
data by
 
the Company
and the third parties stated below.
 
If the Participant 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 Participant’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
 
Participant,
 
specifically,
 
the
 
Participant’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 Restricted
 
Stock Units or
 
any other entitlement
 
to shares
 
of Stock awarded,
 
canceled,
exercised, settled, vested, unvested or outstanding in
 
the Participant’s favor,
 
which the Company receives from
the
 
Participant
 
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
 
 
 
 
 
 
6
managing
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan
 
and
 
facilitating
 
compliance
 
with
 
applicable
 
tax
 
and
securities law.
 
If the Participant
 
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
 
Participant
 
is
 
based
 
in
 
any
 
other
 
jurisdiction,
 
the
 
legal
 
basis
 
for
 
the
 
processing
 
of
 
the
 
Data
 
by
 
the
Company is the Participant’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
 
Participant to
 
administer the
 
Restricted Stock
Units. 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 Participant’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
 
Participant
 
is
 
based
 
in
 
any
 
other
 
jurisdiction,
 
the
 
Data
 
will
 
be
 
transferred
 
from
 
the
 
Participant’s
jurisdiction
 
to
 
the
 
Company
 
and
 
onward
 
from
 
the
 
Company
 
to
 
any
 
of
 
its
 
service
 
providers
 
based
 
on
 
the
Participant’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
 
Participant’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 Participant
 
is in the
EU, EEA or United Kingdom) or the
 
Participant’s
 
consent (if the Participant is outside
 
the EU, EEA or United
Kingdom).
(e)
Data Subject Rights. The Participant may
 
have a number of rights
 
under data privacy laws in
 
the Participant’s
jurisdiction. Subject to the conditions
 
set out in the applicable law and
 
depending on where the
 
Participant 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
 
Participant’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 Participant can contact HR Direct.
(f)
Necessary Disclosure
 
of Personal
 
Data. The Participant
 
understands that providing
 
the Company with
 
Data
is necessary for the
 
performance of the Agreement and that the Participant’s refusal to provide the Data would
make it
 
impossible for
 
the Company
 
to perform
 
its contractual
 
obligations and
 
may affect
 
the Participant’s
ability to participate in the Plan.
(g)
Declaration
 
of
 
Consent
 
(if
 
the
 
Participant
 
is
 
outside
 
the
 
EU,
 
EEA
 
and
 
United
 
Kingdom).
 
The
 
Participant
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
Participant’s
 
participation
 
in
 
the
 
Plan.
 
The
 
Participant
 
understands
 
that
 
the
 
Participant
 
may,
 
at
 
any
 
time,
refuse or withdraw
 
the consents herein,
 
in any case without cost,
 
by contacting HR Direct.
 
If the Participant
does
 
not consent
 
or
 
later
 
seeks to
 
revoke
 
the Participant’s
 
consent,
 
the
 
Participant’s
 
employment
 
status
 
or
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Participant’s
 
consequence
 
of
 
refusing
 
or
 
withdrawing
consent is
 
that the
 
Company would
 
not be
 
able to award
 
the Participant
 
Restricted Stock
 
Units or
 
any other
equity award to
 
the Participant or
 
administer or maintain
 
such awards.
 
Therefore, the Participant understands
 
 
 
 
 
 
 
7
that refusing
 
or withdrawing consent
 
may affect the Participant’s
 
ability to participate in
 
the Plan. For
 
more
information on the consequences of
 
refusal to consent or withdrawal of
 
consent, the Participant should contact
HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
11.
Insider Trading; Market Abuse Laws
. By participating in
 
the Plan, the
 
Participant agrees to
 
comply with the
 
Company’s policy
on insider trading
 
(to the extent that
 
it is applicable to
 
the Participant), the Participant
 
further acknowledges that,
 
depending on
the Participant’s or his or her broker’s country of residence or where the
 
shares of Stock are listed, the
 
Participant may be subject
to insider trading
 
restrictions and/or market
 
abuse laws
 
that may affect
 
the Participant’s ability to
 
accept, acquire, sell
 
or otherwise
dispose of shares of
 
Stock, rights to shares of
 
Stock (e.g., restricted stock
 
units) or rights linked
 
to the value of shares
 
of Stock,
during such
 
times the
 
Participant is
 
considered to
 
have “inside
 
information” regarding
 
the Company
 
as defined
 
by the
 
laws or
regulations in the
 
Participant’s country.
 
Local insider trading laws
 
and regulations may prohibit
 
the cancellation or amendment
of orders the
 
Participant places before
 
he or she possessed
 
inside information. Furthermore,
 
the Participant 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 Participant 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 Participant
 
acknowledges
 
that it
 
is the
 
Participant’s
 
responsibility
 
to comply
with any applicable restrictions,
 
and that the Participant
 
should therefore consult the
 
Participant’s personal advisor on this matter.
12.
Electronic
 
Delivery
.
 
The
 
Participant
 
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
 
Participant 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.
13.
English Language
. The Participant
 
acknowledges and agrees
 
that it is
 
the Participant’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 Restricted
 
Stock
Units be drawn
 
up in English.
 
To
 
the extent the
 
Participant 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.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock
 
Units shall be subject to any special terms
and conditions
 
set forth in
 
the Country-Specific
 
Addendum to this
 
Agreement (the
 
“Addendum”). Moreover,
 
if the Participant
transfers to one of the countries included in such Addendum,
 
the special terms and conditions for such country
 
will apply to the
Participant, 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 Participant’s transfer). The Addendum constitutes part of this Agreement.
15.
Not
 
a
 
Public
 
Offering
.
 
The
 
award
 
of
 
the
 
Restricted
 
Stock
 
Units
 
is
 
not
 
intended
 
to
 
be
 
a
 
public
 
offering
 
of
 
securities
 
in
 
the
Participant’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
 
Restricted
 
Stock
 
Units
 
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
 
Participant
 
on
 
whether
 
he/she
 
should
participate
 
in
 
the
 
Plan.
 
Acquiring
 
shares
 
of
 
Stock
 
involves
 
a
 
degree
 
of
 
risk.
 
Before
 
deciding
 
to
 
participate
 
in
 
the
 
Plan,
 
the
Participant should carefully
 
consider all risk factors relevant
 
to the acquisition of shares
 
of Stock under the Plan
 
and carefully
review all
 
of the
 
materials related
 
to the
 
Restricted Stock
 
Units and
 
the Plan.
 
In addition,
 
the Participant
 
should consult
 
with
his/her personal advisor for professional investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate
 
all payments attributable to the
 
shares of Stock and/or
cash acquired under
 
the Plan in
 
accordance with
 
applicable foreign exchange
 
rules and regulations
 
in the Participant’s
 
country
of employment (and country of residence, if different). In addition, the Participant 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
Participant’s
 
country of
 
employment (and
 
country of
 
residence, if
 
different). Finally,
 
the Participant
 
agrees to
 
take any and
 
all
actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the
Participant’s country of
 
employment and country of residence, if different).
 
 
 
 
 
 
 
8
17.
Imposition
 
of
 
Other
 
Requirements.
 
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
 
Participant’s
participation in
 
the Plan,
 
on the
 
Restricted Stock
 
Units, and
 
on any
 
shares of
 
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 Participant
 
to sign
 
any
additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
18.
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 Restricted Stock
 
Units. 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
.
19.
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 Participant.
20.
Governing Law and
 
Forum
. Without limiting
 
the effect of
 
section 17, 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.
21.
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.
 
22.
Waiver
. The waiver by the Company
 
with respect to Employee’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. 2022Stock
 
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.
 
 
 
 
 
9
GENERAL MILLS, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
 
SUBJECT
TO AWARD:
EXPIRATION DATE
 
OF RESTRICTED
PERIOD:
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
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
 
(“Agreement”).
 
The
Participant:
 
(i)
 
acknowledges
 
receipt
 
of
 
a
 
copy
 
of
 
the
 
Plan
 
and
 
Plan
 
prospectus,
 
(ii)
 
represents
 
that
 
the
 
Participant
 
has
carefully
 
read
 
and is
 
familiar
 
with the
 
provisions
 
of this
 
Agreement
 
and the
 
Plan, and
 
(iii) hereby
 
accepts the
 
Restricted
Stock Units
 
subject to
 
all of the
 
terms and
 
conditions set
 
forth herein,
 
and in
 
the Plan.
 
If the
 
Participant does
 
not wish
 
to
receive the
 
Restricted Stock
 
Units and/or
 
does not
 
consent and
 
agree to
 
the terms
 
and conditions
 
on which
 
the Restricted
Stock
 
Units are
 
offered,
 
as set
 
forth
 
in this
 
Agreement
 
and the
 
Plan, then
 
the Participant
 
must reject
 
this Award
 
via the
website of the Company’s
 
designated broker,
 
no later than 60 days following
 
the Grant Date.
 
If the Participant rejects this
Award, this Award
 
will immediately be forfeited and cancelled.
 
The Participant’s failure to reject this Award within this 60
day period will constitute the Participant’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
 
above
 
Grant
 
Date,
 
is
 
made
 
by
 
General
 
Mills,
 
Inc.,
 
and
 
made
 
to
 
the
 
person
 
named
 
above
 
(the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award of Units
. Each unit awarded represents the right to receive one share of the Company common stock, par value USD 0.10
per
 
share
 
(“Stock”).
 
The
 
units
 
granted
 
pursuant
 
to
 
this
 
Agreement
 
are
 
referred
 
to
 
as
 
the
 
“Restricted
 
Stock
 
Units”.
 
Except
 
as
otherwise defined herein, capitalized terms shall have the same meanings ascribed
 
to them under the Plan.
2.
Vesting of
 
Restricted Stock Units; Forfeiture of Restricted Stock Units.
(a)
Vesting Schedule
. Restricted Stock Units shall vest in tranches, each tranche having its
 
own 12 month vesting period
occurring consecutively, starting on the
 
Grant Date.
 
Vested units in a
 
tranche shall be
 
paid on
 
the respective Scheduled
Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(b)
Forfeiture
 
of
 
Restricted
 
Stock
 
Units
.
 
The
 
Participant
 
acknowledges
 
that
 
the
 
Restricted
 
Stock
 
Units
 
awarded
hereunder are
 
subject to forfeiture
 
if the Participant’s
 
employment with the
 
Company or any
 
subsidiary or affiliated
companies (the “Company”)
 
terminates under certain
 
circumstances before the
 
respective Scheduled Vesting
 
Dates,
as herein provided.
 
(i)
Termination
 
for Cause.
 
If the Participant’s employment with the Company
 
is terminated by a discharge due
to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of
Conduct, policies or practices, then these Restricted Stock Units,
 
to the extent they are not fully vested as of
the Termination Date, shall for
 
no consideration be cancelled
 
and forfeited in
 
their entirety. For the avoidance
of doubt, “Termination
 
Date” for purposes of
 
this Award
 
will be deemed
 
to occur as of
 
the date Participant
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 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
 
Participant’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, the unvested
 
Restricted Stock
Units that are
 
in the tranche
 
with a Scheduled
 
Vesting
 
Date within 12
 
months of the
 
Termination
 
Date shall
 
 
 
 
10
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.
Restricted Stock
 
Units that
 
vest under
 
this paragraph
 
shall be
 
paid (or
 
deferred, if
 
properly elected)
 
on the
respective Scheduled Vesting
 
Date otherwise applicable to such tranche. No Restricted Stock Units 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 a Participant
 
dies while employed
 
by the Company
 
during any applicable vesting
 
period, this Award
shall become fully
 
vested, effective as
 
of the date of
 
death, and shall be
 
paid as of the
 
first day of
 
the month
following death to the designated beneficiary or beneficiaries, or to the Participant's estate if no beneficiary is
appropriately designated.
 
(iv)
Normal Retirement.
If the termination of employment is due to the Participant’s retirement on or after age 62,
all Restricted Stock Units
 
in unvested tranches shall
 
vest, and be paid
 
(or deferred, if properly
 
elected) on each
tranche’s
 
respective Scheduled
 
Vesting
 
Date. Notwithstanding
 
the above,
 
if the
 
Termination
 
Date is
 
within
twelve months
 
of the Grant
 
Date, the Award
 
shall not fully
 
vest but rather
 
vest on a
 
pro rata basis
 
based on
employment completed since Grant
 
Date to the
 
Termination Date within the first
 
year of the Restricted
 
Period.
Restricted Stock
 
Units that
 
vest under
 
this paragraph
 
shall be
 
paid (or
 
deferred, if
 
properly elected)
 
on the
respective Scheduled Vesting Date otherwise applicable to
 
such tranche. Notwithstanding the
 
above, the terms
of this paragraph shall not apply to a Participant who, prior to a Change of Control, is terminated for cause as
described in (b)(i) above.
 
(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
 
these Awards. Such treatment shall be consistent
with
 
Code
 
Section 409A,
 
and
 
in
 
particular
 
will
 
take
 
into
 
account
 
whether
 
a
 
separation
 
from
 
service
 
has
occurred within the meaning of Code Section 409A.
3.
Dividend Equivalents.
Any dividends or other distributions declared payable on the Company’s Stock on or after the Grant Date
of this Award
 
until the Award
 
is settled and/or forfeited shall be credited notionally
 
to the Participant in an amount equal to such
declared
 
dividends
 
or
 
other
 
distributions
 
on
 
an
 
equivalent
 
number
 
of
 
shares
 
of
 
Stock
 
(“Dividend
 
Equivalents”).
 
Dividend
Equivalents so credited shall be paid if, and only to the extent, the underlying Restricted Stock Units to which they relate become
unrestricted and
 
vest, as
 
provided under
 
the terms
 
of the
 
Plan and
 
this Agreement.
 
Dividend Equivalents
 
credited in
 
respect to
Restricted Stock Units that are forfeited under the terms of the Plan and this document, are correspondingly forfeited.
 
No interest
or other earnings shall be credited
 
on Dividend Equivalents.
 
Vested
 
Dividend Equivalents shall be paid in
 
cash at the same time
as the underlying Restricted Stock Units to which they relate.
4.
Settlement of Restricted Stock Units.
 
Settlement shall be completed as soon as administratively practicable but in no event
 
later
than
 
30
 
days
 
after
 
the
 
date
 
on
 
which
 
payment
 
is
 
supposed
 
to
 
be
 
made
 
under
 
this
 
Agreement,
 
except
 
where
 
such
 
settlement
following a
 
Section 409A
 
Separation from
 
Service requires
 
a six-month
 
delay.
 
The Company
 
will provide
 
for settlement
 
in the
form of shares of Stock.
5.
Non-Transferability
.
 
The
 
Restricted
 
Stock
 
Units
 
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 Restricted
 
Stock Units or of such rights
 
contrary to the provisions hereof
or in the Plan, the Restricted Stock Units and such rights shall immediately become
 
null and void.
6.
Withholding
 
of
 
Tax
.
 
The
 
Participant
 
acknowledges
 
that,
 
regardless
 
of
 
any
 
action
 
taken
 
by
 
the
 
Company
 
or,
 
if
 
different,
 
the
subsidiary or
 
affiliated company
 
that employs
 
the Participant
 
(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
Participant’s participation in the Plan and legally applicable to the
 
Participant or deemed by the Company
 
or the Employer in their
discretion to be an appropriate charge to the Participant even if legally applicable to the Company or the Employer (“Tax-Related
Items”),
 
is and
 
remains
 
the
 
Participant’s
 
responsibility
 
and
 
may
 
exceed
 
the
 
amount
 
actually
 
withheld
 
by
 
the
 
Company
 
or
 
the
Employer,
 
if any.
 
The Participant
 
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
 
Restricted
 
Stock
 
Units,
including, but not
 
limited to, the grant,
 
vesting, the subsequent
 
sale of shares of
 
Stock acquired pursuant
 
to such vesting 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 Restricted
 
Stock Units
 
to reduce
 
or eliminate
 
the Participant’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
 
particular tax
result. Further, if the Participant 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
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
11
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
 
Participant
 
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 Participant’s wages or other cash
 
compensation paid to the Participant by
 
the Company and/or
the Employer;
 
(ii) withholding
 
from the
 
shares of
 
Stock to
 
be delivered
 
upon settlement
 
of the
 
Restricted Stock
 
Units or
 
other
awards granted to the Participant or
 
(iii) permitting the Participant to tender
 
to the Company cash or, if allowed
 
by the Committee,
shares of 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 Participant
 
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 Stock to be
 
delivered upon vesting of the
 
Restricted Stock Units, for tax
 
purposes, the Participant is deemed
 
to have been issued
the full number of shares of Stock subject to
 
the Restricted Stock Units, notwithstanding that a number of shares of Stock
 
are held
back solely for the purpose of paying the Tax-Related Items. The Participant will have no further rights with respect to any shares
of Stock that are retained by the Company pursuant to this provision.
The Participant 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 Participant’s
 
participation in the Plan that
 
cannot be satisfied by
 
the
means previously described.
 
The Company may
 
refuse to issue or
 
deliver shares of
 
Stock or proceeds
 
from the sale
 
of shares of
Stock until arrangements satisfactory to the Company have been made in connection
 
with the Tax-Related Items.
7.
Restrictive Covenants;
 
Confidential Information;
 
Work
 
Product
. The
 
Participant agrees
 
to cooperate
 
with the
 
Company in
any way
 
needed in order
 
to comply with,
 
or fulfill
 
the terms of
 
the Plan and
 
this Award
 
document.
 
As a term
 
and condition of
this Award,
 
Participant 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.
 
12
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.
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
 
7.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.
 
f.
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.
A breach of the
 
obligations set forth in
 
this paragraph may result
 
in the rescission
 
of the Award,
 
termination and forfeiture
of any unvested
 
Units, and/or required
 
payment to the
 
Company of all
 
or a portion
 
of any monetary
 
gains acquired
 
by the
Participant as a
 
result of the
 
Award,
 
unless the Award
 
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.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant 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 Restricted Stock
 
Units is voluntary and occasional and
 
does not create any contractual
 
or other
right to receive
 
future grants of
 
restricted stock units,
 
or benefits
 
in lieu of
 
restricted stock units,
 
even if restricted
stock units 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 Participant’s participation
 
in the Plan is voluntary;
 
 
13
(e)
the Restricted Stock Units and
 
the Participant’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 Participant’s employment relationship
 
(as otherwise may be permitted under local law);
(f)
unless otherwise agreed
 
with the Company,
 
the Restricted Stock
 
Units and any
 
shares of Stock
 
acquired upon
vesting of the Restricted Stock
 
Units, and the income from and
 
value of same, are not granted as
 
consideration
for, or in connection with, any service the
 
Participant may provide as a director of any subsidiary or affiliate of
the Company;
(g)
the Restricted Stock Units and
 
any shares of 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;
(h)
the future value
 
of the shares
 
of Stock underlying
 
the Restricted Stock
 
Units is unknown,
 
indeterminable, and
cannot be predicted with certainty;
 
(i)
upon vesting of the Restricted Stock Units, the value of such shares of Stock may increase or decrease in value;
 
(j)
no claim
 
or entitlement
 
to compensation
 
or damages
 
shall arise
 
from forfeiture
 
of the
 
Restricted Stock
 
Units
resulting from
 
termination of
 
the Participant’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
 
Restricted
 
Stock
 
Units,
 
the
Participant agrees not to institute any claim against the Company or the Employer;
(k)
the
 
Restricted
 
Stock
 
Units
 
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
Restricted Stock Units
 
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 Stock; and
(l)
neither the Company nor any of its Subsidiaries or affiliated companies shall be liable for any foreign exchange
rate fluctuation
 
between
 
the Participant’s
 
local currency
 
and
 
the U.S.
 
dollar
 
that may
 
affect
 
the value
 
of the
Restricted Stock
 
Units or
 
any
 
amounts
 
due
 
to the
 
Participant
 
pursuant
 
to the
 
vesting
 
of the
 
Restricted Stock
Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of the Restricted Stock Units.
9.
Data Privacy
.
If the Participant would
 
like to participate in the
 
Plan, the Participant will
 
need to review the information provided
in this Section 9 and, where applicable, declare the Participant’s
 
consent to the processing of personal data by the Company and
the third parties stated below.
 
If the Participant
 
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 Participant’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 Participant, specifically,
 
the Participant’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 Restricted
Stock Units
 
or any
 
other entitlement
 
to shares
 
of Stock
 
awarded,
 
canceled, exercised,
 
settled, vested,
 
unvested or
outstanding
 
in
 
the
 
Participant’s
 
favor,
 
which
 
the
 
Company
 
receives
 
from
 
the
 
Participant
 
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 Participant’s
 
participation in the
Plan and facilitating compliance with applicable tax and securities law.
 
 
 
 
 
 
 
 
14
If the Participant 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
 
Participant is based
 
in any
 
other jurisdiction, the
 
legal basis for
 
the processing of
 
the Data by
 
the Company
is the Participant’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
 
Participant
 
to
 
administer
 
the
 
Restricted
 
Stock
Units. 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 Participant’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
 
Participant
 
is
 
based
 
in
 
any
 
other
 
jurisdiction,
 
the
 
Data
 
will
 
be
 
transferred
 
from
 
the
 
Participant’s
jurisdiction
 
to
 
the
 
Company
 
and
 
onward
 
from
 
the
 
Company
 
to
 
any
 
of
 
its
 
service
 
providers
 
based
 
on
 
the
Participant’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
 
Participant’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 Participant is
 
in the EU, EEA or United
Kingdom) or the Participant’s
 
consent (if the Participant is outside the EU, EEA or United Kingdom).
(e)
Data Subject Rights. The Participant may have a number of rights under data privacy laws in the Participant’s
jurisdiction. Subject
 
to the conditions
 
set out in
 
the applicable law
 
and depending on
 
where the
 
Participant 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
 
Participant’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 Participant can contact HR Direct.
(f)
Necessary Disclosure of Personal Data.
 
The Participant understands that providing the Company
 
with Data is
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Participant’s
 
refusal to
 
provide
 
the Data
 
would
make
 
it
 
impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
 
affect
 
the
 
Participant’s
ability to participate in the Plan.
(g)
Declaration of Consent (if the
 
Participant is outside the EU,
 
EEA and United Kingdom). The
 
Participant 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
 
Participant’s
participation in the Plan. The Participant understands that
 
the Participant may, at any time, refuse or withdraw
the consents herein,
 
in any case
 
without cost, by
 
contacting HR Direct.
 
If the Participant
 
does not consent
 
or
later seeks to
 
revoke the Participant’s consent, the Participant’s employment status or service with
 
the Employer
will not
 
be
 
affected;
 
the
 
Participant’s
 
consequence
 
of
 
refusing
 
or
 
withdrawing
 
consent
 
is
 
that
 
the
 
Company
would not be able to award the Participant
 
Restricted Stock Units or any other equity award
 
to the Participant
or administer
 
or maintain
 
such awards.
 
Therefore,
 
the Participant
 
understands that
 
refusing or
 
withdrawing
consent may affect
 
the Participant’s ability to participate in
 
the Plan. For
 
more information on the
 
consequences
of refusal to consent or withdrawal of consent,
 
the Participant should contact HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
 
 
 
 
 
 
 
15
11.
Insider Trading; Market Abuse Laws
. By participating in the Plan, the
 
Participant agrees to comply with the Company’s policy
on insider
 
trading (to
 
the extent that
 
it is applicable
 
to the
 
Participant), the
 
Participant further
 
acknowledges that,
 
depending on
the Participant’s or his or her broker’s country
 
of residence or where the shares of Stock are listed, the Participant may be subject
to insider trading restrictions and/or market
 
abuse laws that may affect the
 
Participant’s ability to accept, acquire, sell or otherwise
dispose of
 
shares of Stock,
 
rights to shares
 
of Stock (e.g.,
 
restricted stock units)
 
or rights linked
 
to the value
 
of shares of
 
Stock,
during such
 
times the
 
Participant is
 
considered to
 
have “inside
 
information” regarding
 
the Company
 
as defined
 
by the
 
laws or
regulations in the Participant’s country.
 
Local insider trading laws and regulations may prohibit the cancellation or amendment of
orders the Participant places before he or she possessed inside information. Furthermore, the Participant 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
 
Participant
 
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 Participant acknowledges that it is the Participant’s responsibility to comply with
any applicable restrictions, and that the Participant should therefore
 
consult the Participant’s personal advisor
 
on this matter.
12.
Electronic Delivery
. The Participant 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 Participant 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.
13.
English Language
. The Participant acknowledges and agrees that
 
it is the Participant’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 Restricted Stock Units
be drawn
 
up in
 
English. To
 
the extent
 
the Participant
 
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.
14.
Addendum.
Notwithstanding any
 
provisions in this
 
Agreement, the Restricted
 
Stock Units shall
 
be subject to
 
any special terms
and conditions
 
set forth
 
in the
 
Country-Specific
 
Addendum to
 
this Agreement
 
(the “Addendum”).
 
Moreover,
 
if the
 
Participant
transfers to one
 
of the countries included
 
in such Addendum,
 
the special terms
 
and conditions for
 
such country will
 
apply to the
Participant, 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 Participant’s
 
transfer). The Addendum constitutes part of this Agreement.
15.
Not
 
a
 
Public
 
Offering
.
 
The
 
award
 
of
 
the
 
Restricted
 
Stock
 
Units
 
is
 
not
 
intended
 
to
 
be
 
a
 
public
 
offering
 
of
 
securities
 
in
 
the
Participant’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
 
Restricted Stock Units
 
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
 
Participant on
 
whether he/she
 
should participate
 
in
the Plan.
 
Acquiring shares
 
of Stock involves
 
a degree
 
of risk. Before
 
deciding to
 
participate in the
 
Plan, the
 
Participant should
carefully
 
consider
 
all risk
 
factors relevant
 
to the
 
acquisition
 
of shares
 
of Stock
 
under
 
the Plan
 
and carefully
 
review
 
all of
 
the
materials related
 
to the
 
Restricted Stock
 
Units and
 
the Plan.
 
In addition,
 
the Participant
 
should consult
 
with his/her
 
personal
advisor for professional investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate all payments attributable to the shares of Stock and/or
cash acquired under the Plan in accordance with applicable foreign exchange
 
rules and regulations in the Participant’s country
 
of
employment (and country of residence, if different).
 
In addition, the Participant 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
Participant’s
 
country of
 
employment (and
 
country of
 
residence, if
 
different).
 
Finally,
 
the Participant
 
agrees to
 
take any
 
and all
actions as may be required
 
to comply with the Participant’s
 
personal obligations under local
 
laws, rules and/or regulations
 
in the
Participant’s country of
 
employment and country of residence, if different).
17.
Imposition
 
of
 
Other
 
Requirements.
 
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
 
Participant’s
participation
 
in the
 
Plan, on
 
the Restricted
 
Stock Units,
 
and
 
on any
 
shares of
 
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 Participant
 
to sign
 
any
additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
 
 
 
 
 
 
16
18.
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 Restricted Stock
 
Units. 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
.
19.
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 Participant.
20.
Governing Law
 
and Forum
. Without
 
limiting the
 
effect of
 
section 17,
 
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.
21.
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.
 
22.
Waiver
. The waiver
 
by the Company
 
with respect to
 
Employee’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.