Form of Performance Share Unit Award Agreement

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.1 2 d874379dex101.htm EX-10.1 EX-10.1
 
 
1
Exhibit 10.1
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
 
AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF
 
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
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
 
Performance
 
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 Performance 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
Performance
 
Stock
 
Units and/or
 
does
 
not
 
consent
 
and
 
agree
 
to the
 
terms
 
and
 
conditions on
 
which the
Performance
 
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., (the
 
"Company"), 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
“Performance
 
Stock
 
Units”.
 
The
 
number
 
of
 
Performance
 
Stock
 
Units
 
earned
 
by
 
the
 
Participant
 
for
 
the
Performance Period will be determined at the end
 
of the Performance Period based on the level of achievement
against the
 
Performance Measures
 
and conditions
 
in accordance
 
with Attachment
 
A. The
 
number of
 
shares of
Stock the
 
Participant is
 
paid is
 
dependent on
 
the number
 
of Performance
 
Stock Units
 
earned and
 
satisfactory
completion
 
of
 
the
 
service
 
requirements
 
described
 
herein.
 
Whether,
 
and
 
the
 
extent
 
to
 
which
 
Performance
Measures have
 
been satisfied
 
at the
 
end of
 
the Performance
 
Period shall
 
be certified
 
by the
 
Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
 
Committee in
 
its sole
 
discretion. For
 
each Performance
 
Stock Unit
 
earned and
 
vested, if
 
any,
 
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
 
Date of
 
the Restricted
 
Period, subject
 
to any
 
additional restrictions
 
or holding
 
requirements in
Attachment A. Except
 
as otherwise defined herein,
 
capitalized terms shall have
 
the same meanings
 
ascribed to
them under the Plan.
2.
Vesting of
 
Performance Stock Units; Forfeiture of Performance
 
Stock Units.
(a)
Vesting
 
Schedule
. The
 
Performance
 
Stock Units
 
shall vest
 
on the
 
Expiration
 
Date of
 
the Restricted
Period set forth above (“Vesting
 
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
 
of Performance
 
Stock Units
. The
 
Participant acknowledges
 
that the
 
Performance Stock
Units awarded hereunder are subject to forfeiture if the
 
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
 
Date,
as herein provided.
2
(i)
Resignation or Termination
 
for Cause.
 
If the Participant’s employment with the Company or
any subsidiary or affiliated
 
companies 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 Performance 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.
 
If the
 
Participant’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 upon the execution (without revoking) of an effective general legal release and such other
documents as are satisfactory to the Company,
 
the following rules shall apply:
a)
In the event
 
that, at the
 
Termination
 
Date, the sum
 
of the Participant’s
 
age and
years
 
of
 
service
 
with
 
the
 
Company
 
or
 
any
 
subsidiary
 
or
 
affiliated
 
companies
equals or exceeds 70, then if such involuntary termination occurs before the end
of the Company’s fiscal year
 
within which this Award
 
was granted, it shall vest
in a
 
pro-rata amount
 
based on
 
actual employment
 
completed during
 
said fiscal
year.
 
But if such involuntary termination
 
occurs after the end of
 
the fiscal year
in which it is
 
awarded, then it shall
 
vest fully.
 
In either case,
 
vested Performance
Stock
 
Units
 
shall
 
be
 
settled
 
and
 
paid
 
(subject
 
to
 
any
 
additional
 
restrictions
 
or
holding requirements in Attachment A) on the Expiration Date of the Restricted
Period, with a value, if any, that otherwise would be earned under the
 
applicable
Performance
 
Measures
 
established
 
in
 
Attachment
 
A
 
based
 
on
 
actual
performance.
b)
In the event
 
that, at the
 
Termination
 
Date, the sum
 
of the Participant’s
 
age and
years of service
 
with the Company
 
or any subsidiary
 
or affiliated
 
companies is
less than 70,
 
this Award
 
shall be settled
 
and paid on
 
the Expiration Date
 
of the
Restricted Period (subject to any additional restrictions or holding requirements
in Attachment A) with a value, if any, that otherwise would be earned under
 
the
applicable Performance
 
Measures established
 
in Attachment A
 
based on actual
performance; and shall
 
vest at the Expiration
 
Date of the Restricted
 
Period in a
pro-rata amount based on actual
 
employment completed during the Performance
Period through
 
the Termination
 
Date. All
 
other Performance
 
Stock Units
 
shall
be forfeited as of the Termination
 
Date.
(iii)
Death.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company or
 
any subsidiary
 
or affiliated
companies during the Performance Period, this Award
 
shall fully vest and shall be considered
to
 
be
 
earned
 
in
 
full
 
“at
 
target”
 
as
 
if
 
the
 
applicable
 
Performance
 
Measures
 
established
 
in
Attachment A have been achieved at target,
 
and settled and paid on the first day of the month
following death to the designated beneficiary or beneficiaries.
(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
 
or any subsidiary
or affiliated companies, then if such retirement occurs before the end of the Company’s
 
fiscal
year within
 
which this Award
 
was granted, it
 
shall vest in
 
a pro-rata amount
 
based on actual
employment completed during said
 
fiscal year.
 
But if such retirement occurs after
 
the end of
the fiscal
 
year in which
 
it is
 
awarded, then it
 
shall vest
 
fully.
 
In either case,
 
vested Performance
Stock Units shall be
 
settled and paid on
 
the Expiration Date of
 
the Restricted Period
 
(subject
to any additional
 
restrictions or holding
 
requirements in Attachment
 
A), with a
 
value, if any,
that
 
otherwise
 
would
 
be
 
earned
 
under
 
the
 
applicable
 
Performance
 
Measures
 
established
 
in
Attachment
 
A
 
based
 
on
 
actual
 
performance.
 
Notwithstanding
 
the
 
above,
 
the
 
terms
 
of
 
this
paragraph (iv) shall not apply to a Participant who, prior to a
 
Change of Control, is terminated
for cause as
 
described in (b)(i); said
 
Participant shall be treated
 
as provided in paragraph
 
(b)(i).
 
 
 
 
3
(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.
 
Subject
 
to
 
any
 
applicable
 
provisions
 
in
 
Attachment
 
A,
 
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 Performance 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 Performance 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 Performance
Stock Units to which they relate are settled.
4.
Settlement
 
of Performance
 
Stock
 
Units.
 
Upon vesting
 
of the
 
Performance
 
Stock Units,
 
settlement
 
shall
 
be
completed as soon as administratively practicable
 
but in no event
 
later than 30 days
 
after the vesting date, 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. At
 
the Company’s
 
discretion, additional
restrictions or holding requirements may be imposed on settled Units and dividend
 
equivalents, if any.
 
5.
Non-Transferability
.
 
The
 
Performance
 
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 Performance
Stock Units or
 
of such rights contrary
 
to the provisions hereof
 
or in the Plan,
 
the Performance 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
Performance 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 Performance 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
 
Performance
 
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
 
4
equivalent.
 
If the
 
obligation for
 
Tax-Related
 
Items is
 
satisfied by
 
withholding from
 
the shares
 
of Stock
 
to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
 
Stock subject to the Performance 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.
 
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,
 
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.
[
This
 
Section
 
7.b.
 
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.
 
c.
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.
 
5
d.
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 Performance 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 Performance Stock
 
Units is
 
voluntary and occasional
 
and does not
 
create any
 
contractual
or other
 
right to
 
receive future
 
grants of
 
Performance Stock
 
Units, or
 
benefits in
 
lieu of
 
Performance
Stock Units, even if Performance Stock Units s 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;
(e)
the Performance
 
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
 
Performance
 
Stock
 
Units
 
and
 
any
 
shares
 
of
 
Stock
acquired upon vesting of the Performance 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 Performance 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
 
Performance
 
Stock
 
Units
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(i)
upon vesting of
 
the Performance
 
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
 
Performance
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
Performance Stock Units,
 
the Participant agrees
 
not to institute any
 
claim against the Company
 
or the
Employer;
(k)
the
 
Performance
 
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
 
Performance
 
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
 
 
 
 
 
6
(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 Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of
the Performance 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 ###-###-####, 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 Performance 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.
(b)
.
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.
(c)
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 Performance 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.
(d)
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.
(e)
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).
 
 
 
 
 
 
7
(f)
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.
(g)
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.
(h)
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
 
Performance
 
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.
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.,
 
Performance 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.
 
 
 
 
 
 
 
 
8
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 Performance 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 Performance
 
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 Performance
 
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
 
Performance
 
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
 
Performance
 
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 Performance Stock Unit,
 
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
 
Performance Stock
 
Unit. 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 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.
 
 
9
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 Participant’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.
 
 
 
10
GENERAL MILLS, INC.
PERFORMANCE STOCK UNIT AWARD
 
AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF
 
UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
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
 
Performance
 
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 Performance 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
Performance
 
Stock
 
Units and/or
 
does
 
not
 
consent
 
and
 
agree
 
to the
 
terms
 
and
 
conditions on
 
which the
Performance
 
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., (the
 
"Company"), and
 
made to
the person named above (the "Participant" or referred
 
to as “I”, “you”, or “my”) (“Award”).
23.
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
“Performance
 
Stock
 
Units”.
 
The
 
number
 
of
 
Performance
 
Stock
 
Units
 
earned
 
by
 
the
 
Participant
 
for
 
the
Performance Period will be determined at the end
 
of the Performance Period based on the level of achievement
against the
 
Performance Measures
 
and conditions
 
in accordance
 
with Attachment
 
A. The
 
number of
 
shares of
Stock the
 
Participant is
 
paid is
 
dependent on
 
the number
 
of Performance
 
Stock Units
 
earned and
 
satisfactory
completion
 
of
 
the
 
service
 
requirements
 
described
 
herein.
 
Whether,
 
and
 
the
 
extent
 
to
 
which
 
Performance
Measures have
 
been satisfied
 
at the
 
end of
 
the Performance
 
Period shall
 
be certified
 
by the
 
Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent
 
Committee in
 
its sole
 
discretion. For
 
each Performance
 
Stock Unit
 
earned and
 
vested, if
 
any,
 
at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration
 
Date of
 
the Restricted
 
Period, subject
 
to any
 
additional restrictions
 
or holding
 
requirements in
Attachment A. Except
 
as otherwise defined herein,
 
capitalized terms shall have
 
the same meanings
 
ascribed to
them under the Plan.
24.
Vesting of
 
Performance Stock Units; Forfeiture of Performance
 
Stock Units.
(a)
Vesting
 
Schedule
. The
 
Performance
 
Stock Units
 
shall vest
 
on the
 
Expiration
 
Date of
 
the Restricted
Period set forth above (“Vesting
 
Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
 
of Performance
 
Stock Units
. The
 
Participant acknowledges
 
that the
 
Performance Stock
Units awarded hereunder are subject to forfeiture if the
 
Participant’s employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the Vesting
 
Date,
as herein provided.
(vi)
Resignation or Termination
 
for Cause.
 
If the Participant’s employment with the Company or
any subsidiary or affiliated
 
companies is terminated
 
by either (i)
 
resignation, or (ii)
 
a discharge
due to Participant’s
 
illegal activities, poor
 
work performance,
 
misconduct or
 
violation of the
 
 
11
Company’s Code of Conduct, policies or practices, then
 
these Performance 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.
(vii)
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
 
(Change
 
in
 
Control),
 
or
 
(i),
 
(iv)
 
or
 
(v)
 
in
 
this
 
section
 
2,
 
and
 
upon
 
the
execution (without
 
revoking) of
 
an effective
 
general legal
 
release and
 
such other
 
documents
as are
 
satisfactory to
 
the Company,
 
or if
 
the Participant
 
retires on
 
or after
 
age 55
 
but before
age 62,
 
this Award
 
shall be
 
payable on
 
the Expiration
 
Date of
 
the Restricted
 
Period
 
with a
value,
 
if
 
any,
 
that
 
otherwise
 
would
 
be
 
earned
 
under
 
the
 
applicable
 
performance
 
goals
established under Attachment A based on actual performance; and shall vest at the Expiration
Date
 
of
 
the
 
Restricted
 
Period
 
in
 
a
 
pro-rata
 
amount
 
based
 
on actual
 
employment
 
completed
during the Performance
 
Period through the
 
date of termination.
 
All other Performance
 
Share
Units shall be forfeited as of the date of termination.
 
(viii)
Death.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company or
 
any subsidiary
 
or
affiliated companies
 
during the
 
Performance Period,
 
this Award
 
shall fully
 
vest and
 
shall be
considered
 
to
 
be
 
earned
 
in
 
full
 
“at
 
target”
 
as
 
if
 
the
 
applicable
 
Performance
 
Measures
established in Attachment A have been achieved at target, and settled
 
and paid on the first day
of the month following death to the designated beneficiary or beneficiaries.
(ix)
Normal Retirement
.
 
If the termination
 
of employment is due
 
to a Participant’s
 
retirement on
or after
 
age 62,
 
then
 
if such
 
retirement occurs
 
before the
 
end of
 
the Company’s
 
fiscal year
within
 
which
 
this
 
Award
 
was
 
granted,
 
it
 
shall
 
vest
 
in
 
a
 
pro-rata
 
amount
 
based
 
on
 
actual
employment completed during said
 
fiscal year.
 
But if such retirement occurs after
 
the end of
the fiscal year in which it is awarded, then it shall vest fully.
 
In either case, vested Units shall
be paid
 
on the
 
Expiration Date
 
of the
 
Restricted Period,
 
with a
 
value, if
 
any,
 
that otherwise
would be earned under the applicable
 
performance goals established in the Attachment
 
based
on actual performance.
(x)
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.
25.
Dividend
 
Equivalents.
 
Subject
 
to
 
any
 
applicable
 
provisions
 
in
 
Attachment
 
A,
 
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 Performance 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 Performance 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 Performance
Stock Units to which they relate are settled.
26.
Settlement
 
of Performance
 
Stock
 
Units.
 
Upon vesting
 
of the
 
Performance
 
Stock Units,
 
settlement
 
shall
 
be
completed as soon as administratively practicable
 
but in no event
 
later than 30 days
 
after the vesting date, 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. At
 
the Company’s
 
discretion, additional
restrictions or holding requirements may be imposed on settled Units and dividend
 
equivalents, if any.
 
 
 
 
12
27.
Non-Transferability
.
 
The
 
Performance
 
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 Performance
Stock Units or
 
of such rights contrary
 
to the provisions hereof
 
or in the Plan,
 
the Performance Stock
 
Units and
such rights shall immediately become null and void.
28.
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
Performance 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 Performance 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
 
Performance
 
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 Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of
 
Stock subject to the Performance 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.
29.
Restrictive Covenants;
 
Confidential Information.
 
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:
 
e.
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.
 
13
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,
 
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.
f.
[
This
 
Section
 
7.b.
 
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.
 
g.
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.
h.
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.
30.
Nature of Grant.
 
In accepting the Performance Stock Units, the Participant acknowledges and agrees that:
(m)
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);
(n)
the grant of
 
the Performance Stock
 
Units is
 
voluntary and occasional
 
and does not
 
create any
 
contractual
or other
 
right to
 
receive future
 
grants of
 
Performance Stock
 
Units, or
 
benefits in
 
lieu of
 
Performance
Stock Units, even if Performance Stock Units s or other awards have been granted
 
in the past;
(o)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(p)
the Participant’s participation
 
in the Plan is voluntary;
 
 
14
(q)
the Performance
 
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);
(r)
unless
 
otherwise
 
agreed
 
with
 
the
 
Company,
 
the
 
Performance
 
Stock
 
Units
 
and
 
any
 
shares
 
of
 
Stock
acquired upon vesting of the Performance 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;
(s)
the Performance 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;
(t)
the
 
future
 
value
 
of
 
the
 
shares
 
of
 
Stock
 
underlying
 
the
 
Performance
 
Stock
 
Units
 
is
 
unknown,
indeterminable, and cannot be predicted with certainty;
 
(u)
upon vesting of
 
the Performance
 
Stock Units, the
 
value of such
 
shares of Stock
 
may increase or
 
decrease
in value;
 
(v)
no
 
claim
 
or
 
entitlement
 
to
 
compensation
 
or
 
damages
 
shall
 
arise
 
from
 
forfeiture
 
of
 
the
 
Performance
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
Performance Stock Units,
 
the Participant agrees
 
not to institute any
 
claim against the Company
 
or the
Employer;
(w)
the
 
Performance
 
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
 
Performance
 
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
(x)
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 Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon vesting
 
of
the Performance Stock Units.
31.
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 ###-###-####, is the controller responsible for the processing of the Participant’s
 
personal data
in connection with the Agreement and the Plan.
 
(i)
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 Performance 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
 
 
 
 
 
 
15
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
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.
(j)
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 Performance 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.
(k)
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.
(l)
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).
(m)
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.
(n)
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.
(o)
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
 
 
 
 
 
 
16
Participant’s
 
consequence of refusing
 
or withdrawing consent
 
is that the Company
 
would not be able
to
 
award
 
the
 
Participant
 
Performance
 
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.
32.
Clawback
.
 
This
 
Award
 
is
 
specifically
 
made
 
subject
 
to
 
the
 
Company’s
 
Executive
 
Compensation
 
Clawback
Policies.
33.
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.,
 
Performance 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.
34.
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.
35.
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 Performance 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.
36.
Addendum.
Notwithstanding any
 
provisions in
 
this Agreement,
 
the Performance
 
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.
37.
Not a
 
Public Offering
. The
 
award of
 
the Performance
 
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
 
Performance
 
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
 
 
 
 
 
 
 
17
review
 
all of
 
the materials
 
related
 
to the
 
Performance
 
Stock Units
 
and the
 
Plan. In
 
addition,
the Participant
should consult with his/her personal advisor for professional
 
investment advice.
38.
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).
39.
Imposition
 
of
 
Other
 
Requirements
.
 
The
 
Company
 
reserves
 
the
 
right
 
to
 
impose
 
other
 
requirements
 
on
 
the
Participant’s participation in the Plan, on
 
the Performance Stock Unit,
 
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.
40.
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
 
Performance Stock
 
Unit. 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.
41.
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.
42.
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.
43.
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.
44.
Waiver
. The waiver by the Company
 
with respect to Participant’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.