Form of Stock Option Agreement

EX-10.2 3 d874379dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

GENERAL MILLS, INC.

STOCK OPTION AWARD

AGREEMENT

OPTIONEE:

[Officer]

PERNR:

This Award is made

under the General Mills, Inc. 2022 Stock Compensation

Plan (the "Plan"), and is subject to the

terms and conditions contained in the Plan document and this Stock Option Award

Agreement (“Agreement”).

The

Optionee: (i)

acknowledges receipt

of a

copy of

the Plan

and Plan

prospectus, (ii)

represents

that the

Optionee has

carefully read

and is familiar with

the provisions of

this Agreement and

the Plan, and (iii)

hereby accepts the

Stock

Option subject to

all of the

terms and conditions

set forth herein,

and in the

Plan.

If the Optionee

does not wish

receive the Stock Option and/or does not consent and agree to the terms and conditions on which the Stock Option is

offered, as set forth

in this Agreement and

the Plan, then the Optionee must

reject this Award

via the website of the

Company’s

designated broker,

no later than

60 days following

the Grant Date.

If the Optionee

rejects this

Award,

this Award

will immediately

be forfeited

and cancelled.

The Optionee’s

exercise of

this Award

will also

constitute

the Optionee’s

acceptance of this

Award

and all terms

and conditions of

this Award,

as set forth

in this Agreement

and the Plan.

THIS AWARD,

dated on the

below Grant Date, is

made by General Mills,

Inc., (the "Company"), and

made to the

person

named above (the "Optionee" or referred to

as “I”, “you”, or “my”) (“Award”).

Award

Stock

Option

The

Company

grants

the

Optionee

under

the

Plan

the

following

non-qualified

option

purchase the Company's

common stock, par

value USD 0.10

per share (“Common

Stock”). The option

granted pursuant

to this

Agreement is

referred to

as the

“Stock Option”

and subject

to the

terms in

this Agreement.

Except as

otherwise

defined herein, capitalized terms shall have the same meanings ascribed

to them under the Plan.

Grant Date:

Expiration Date:

Option Shares:

Exercise price per share:

Type of Stock Option:

Vesting of

Stock Option; Forfeiture.

(a)

Vesting

Schedule

. The

Stock Option

shall vest

and become

exercisable in

tranches, each

tranche having

its

own 12 month vesting period occurring consecutively,

starting on the Grant Date.

Tranche

Number of Options

Scheduled Date Exercisable

(b)

Forfeiture of Stock Option

. The Optionee acknowledges that

the Stock Options granted

hereunder are subject

to forfeiture, and/or

limited exercise period, if

the Optionee’s employment with the

Company or any

Subsidiary

terminates under certain circumstances, as herein provided.

(i)

Resignation

Termination

for

Cause.

the

Optionee’s

employment

with

the

Company

any

Subsidiary

affiliated

companies

terminated

any

time

prior

the

Expiration

Date

either

(i)

resignation, or (ii) a discharge due to Optionee’s

illegal activities, poor work performance, misconduct or

violation of the

Company’s

Code of Conduct,

policies or practices,

then, to the

extent the Option

are vested as of

the Termination

Date, they shall

expire three (3)

months after the

Termination

Date (but

in no event

beyond the Expiration

Date); and,

if and to

the extent the

Option Shares

are not vested

as of

the

Termination

Date,

the

unvested

portions

shall

for

consideration

cancelled

and

forfeited

immediately with no ability to be exercised. For the avoidance of doubt, “Termination

Date” for purposes

of this Award

will be deemed to occur

as of the date Optionee is no

longer actively providing services

employee,

unless

otherwise

determined

the

Company

its

sole

discretion,

and

vesting

shall

continue during

any notice period

that may be

specified under contract

or applicable law

with respect to

such termination, including any “garden leave” or similar period, except as may otherwise be permitted in

the Company’s sole discretion.

(ii)

Involuntary Termination.

If the Optionee’s employment with the Company or

any Subsidiary or affiliated

companies terminates involuntarily at the initiation of the Company for any reason other than specified in

Plan

Section 11

(

Change

Control

(i),

(iv) or

(v)

this

section

and

only

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:

In the

event that,

at the Termination

Date, the

sum of

the Optionee’s

age and

years of

service with

the Company or

any Subsidiary or

affiliated companies

equals or exceeds

70, and (A) if,

and to the

extent, the

Stock Option

is not fully

vested, then

such unvested

tranches shall

continue to

vest and

become

exercisable

each

respective

Scheduled

Date

Exercisable

and

remain

until

the

Expiration

Date; and

(B) if,

and to

the extent,

the Stock

Option

is vested

and

exercisable, it

shall

remain so

until the

Expiration Date.

Notwithstanding

the above,

if the

Termination

Date is

within

twelve

months

the

Grant Date,

the

Award

shall

vest

pro

rata

basis based

employment

completed since grant prior

to the Termination

Date within the first year

after Grant Date, and

shall

be exercisable until the Expiration Date beginning on the

Scheduled Date Exercisable for the tranche

to which the option belongs

In the event that at the Termination Date, the sum of the Optionee’s age and years of service

with the

Company or any Subsidiary or affiliated

companies is less than 70, and (A)

if, and to the extent, the

Award’s

tranches

are

already

vested

and

exercisable

the

Termination

Date,

they

shall

remain

exercisable for the lesser of

one (1) year from the

Termination Date, or until the Expiration Date; and

(B) if,

and

to the

extent,

tranches

of the

Award

are not

vested,

solely the

unvested

tranche

of the

Award

with a Scheduled Date

Exercisable within 12 months

of the Termination

Date shall vest and

become exercisable as of the Termination

Date, in an amount equal to the

pro-rata amount based on

employment completed

during the

tranche’s

12 month

vesting period,

with such

newly-exercisable

Stock Options remaining exercisable for one (1) year

from the Termination Date.

Stock Options that

do not

become vested

and exercisable

based on

the previous

provisions shall

be forfeited

as of

the

Termination

Date.

(iii)

Death.

If an Optionee dies while

employed with the Company

or any Subsidiary or

affiliated companies

during

any applicable

vesting period,

this Award

shall become

fully vested

and exercisable

upon death

and may be

exercised by the

person designated

as such Optionee’s

beneficiary or beneficiaries

or, in

the

absence of such designation, by the Optionee’s estate. The Stock Option shall remain exercisable until the

Expiration Date.

(iv)

Retirement.

If the termination

of employment

is due to

the Optionee’s

retirement on

or after age

55 and

completion of at least five (5) years of Company service, this Award

’s tranches shall continue to vest and

become

exercisable

each

respective

Scheduled

Date

Exercisable,

remaining

exercisable

until

the

Expiration Date. Notwithstanding the above, if the Termination Date is within twelve months of the Grant

Date, the

Award

shall vest

on a

pro rata

basis based

on employment

completed since

grant prior

to the

Termination

Date within the first year

after Grant Date and

shall be exercisable until

the Expiration Date

beginning on

the Scheduled

Date Exercisable

for the

tranche to

which the

option belongs.

The terms

this paragraph

(iv)

shall not

apply to

an Optionee

who, prior

to a

Change of

Control,

is terminated

for

cause as described in (b)(i) above; said Optionee shall be treated as provided in (b)(i).

(v)

Spin-offs

and Other

Divestitures.

If the

termination

of employment

is due

to the

divestiture,

cessation,

transfer,

spin-off

line

business

other

activity

the

Company,

the

Committee,

its

sole

discretion, shall determine the conversion, vesting, or other treatment of

the Stock Option.

Exercise of the Option.

(a)

Method of Exercise

. Optionee may exercise the vested portion of the Stock Option (provided the Fair Market

Value

of the shares of Common Stock exercised exceeds the exercise price) prior to the Expiration Date of the

Stock Option

or such earlier

date indicated hereunder

by delivering

a notice of

exercise in such

form as may

designated

the

Company

from

time

time,

making

the

required

electronic

election

with

the

Company’s designated broker,

and paying the exercise price and any Tax-Related

Items (as defined in section

below)

and

costs

the

Company’s

stock

plan

administrator

such

other

person

the

Company

may

designate, together with such additional documents as the Company may then require

pursuant to the terms of

the Plan.

(b)

Method of Payment

. Payment of

the exercise price

may be made

by one of

the methods available

under the

Company’s exercise procedures, which

may include:

(i)

Payment by cash or check.

(ii)

Payment by transfer to the Company of whole shares of Common Stock

Optionee already owns having

a Fair Market Value

determined at the time of exercise of the Stock Option equal to, but not exceeding,

the exercise price and any Tax

-Related Items; and

(iii)

A “same day sale”

transaction pursuant to which

a third party (engaged

by you or the

Company) loans

funds to

you to

enable you

to purchase

shares of Common

Stock and

pay any

Tax-Related

Items, and

then sells a sufficient number of the exercised shares of Common Stock on your behalf to enable you to

repay the loan and any fees.

The remaining shares of Common Stock

and/or cash are then delivered by

the third party to the Optionee.

The Company may suspend, or

eliminate, various forms of permissible

payment of the exercise price

from time

to time in its sole discretion. Further, notwithstanding any provision within this Agreement to the contrary,

if the

Optionee

resident

provides

services

outside

the

United

States,

the

Committee

may

require

that

the

Optionee (or in the event of the Optionee’s death, his or her legal representative, as the case may

be) exercise the

Stock Option in

a method other than

as specified above, may

require the Optionee

to exercise the Stock

Option

only by means of a “same day sale” transaction (either a “sell-all” transaction or a “sell-to-cover” transaction) as

it determines in its sole discretion, or

may require the Optionee to sell

any shares of Common Stock the Optionee

acquires

under

the

Plan

immediately

within

specified

period

following

the

Optionee’s

termination

employment with

the Company

or any

Subsidiary or

affiliated companies

(in which

case, the

Optionee hereby

agrees

that

the

Company

shall

have

the

authority

issue

sale

instructions

relation

such

the

Optionee’s behalf).

(c)

Responsibility for Exercise.

The Optionee is responsible for taking any and

all actions as may be required to

exercise

the

Stock

Option

timely

manner

and

for

properly

executing

any

such

documents

may

required for

exercise in

accordance with

such rules

and procedures

as may

be established

from time

to time.

The Optionee acknowledges that information regarding

the procedures and requirements for

the exercise of the

Stock Option

is available

to the

Optionee on

request. Neither

the Company

nor any

Subsidiary or

affiliated

companies shall have any duty or obligation to notify you of the Expiration

Date of the Option.

Non-Transferability.

The

Stock

Option

may

not

sold,

assigned,

pledged,

exchanged,

hypothecated,

encumbered,

disposed

of,

otherwise

transferred,

unless

otherwise

provided

the

Plan

this

Agreement.

Upon

any

attempt

transfer, assign, pledge, hypothecate or

otherwise dispose of the Stock Option or of such rights contrary

to the provisions

hereof or in the Plan, the Stock Option and such rights shall immediately

become null and void.

Withholding of Tax

. The Optionee acknowledges that, regardless of any

action taken by the Company or, if

different, the

Subsidiary or

affiliated company

that employs

the Optionee

(the “Employer”),

the ultimate

liability for

all income

tax,

social contributions, payroll tax,

fringe benefits tax,

payment on account,

hypothetical tax or

other tax-related items related

the

Optionee’s

participation

the

Plan

and

legally

applicable

the

Optionee

deemed

the

Company

the

Employer in their discretion to be

an appropriate charge to the

Optionee even if legally applicable to

the Company or the

Employer

(“Tax-Related

Items”),

and

remains

the

Optionee’s

responsibility

and

may

exceed

the

amount

actually

withheld

the

Company

the

Employer,

any.

The

Optionee

further

acknowledges

that

the

Company

and/or

the

Employer (a)

make no

representations or

undertakings

regarding the

treatment of

any Tax

-Related Items

in connection

with any aspect

of the Stock Option,

including, but not

limited to, the grant,

vesting, exercise and

the subsequent sale

shares of Common Stock

acquired pursuant to such

vesting and exercise and

the receipt of any dividends;

and (b) do not

commit to

and are under

no obligation to

structure the

terms of the

grant or any

aspect of the

Stock Option

to reduce or

eliminate the

Optionee’s

liability for

Tax-Related

Items or

achieve any

particular tax

result. Further,

if the

Optionee is

subject to Tax-Related Items in more than one jurisdiction

between the Grant Date and the date of any relevant taxable or

tax

withholding

event,

applicable,

the

Optionee

acknowledges

that

the

Company

and/or

the

Employer

(or

former

employer, as applicable) may be required

to withhold or account for Tax

-Related Items in more than one jurisdiction.

Prior to the relevant

taxable or tax withholding

event, as applicable, the Optionee

agrees to make adequate

arrangements

satisfactory to the

Company and/or the

Employer to

satisfy all

Tax-Related Items. In this

regard, unless

otherwise approved

by the Committee, the Company shall satisfy the

obligations with regard to all Tax-Related Items by one or

a combination

the

following:

(i)

withholding

from

the

Optionee’s

wages

other

cash

compensation

paid

the

Optionee

the

Company and/or the Employer; (ii) withholding from the shares of Common Stock to be delivered upon settlement of the

Stock Option or other awards granted to the Optionee or (iii) permitting the Optionee to tender to the Company cash or, if

allowed by the Committee, shares of Common Stock.

Depending

the

withholding

method,

the

Company

may

withhold

account

for

Tax-Related

Items

considering

applicable statutory

withholding rates

(as determined

by the

Company

in good

faith and

in its

sole discretion)

or other

applicable withholding rates, including maximum applicable rates,

in which case the

Optionee will receive a refund

of any

over-withheld

amount

and

will have

entitlement

the

equivalent.

the

obligation

for

Tax-Related

Items

satisfied

withholding

from

the

Common

Stock

delivered

upon

vesting

the

Stock

Option,

for

tax

purposes, the

Optionee is

deemed to

have been

issued the

full number

of shares

of Common

Stock subject

to the

Stock

Option, notwithstanding that a number of

shares of Common Stock are

held back solely for the

purpose of paying the Tax-

Related Items. The Optionee will have

no further rights with respect to any

shares of Common Stock that are retained

the Company pursuant to this provision.

The Optionee agrees

to pay to the

Company or the

Employer any amount

of Tax

-Related Items that the

Company or the

Employer may be required to withhold or account for as a result of the Optionee’s

participation in the Plan that cannot be

satisfied by

the means

previously described.

The Company

may refuse

to issue

or deliver

shares of

Common Stock

proceeds from

the sale

of shares

of Common

Stock until

arrangements satisfactory

to the

Company have

been made

connection with the Tax

-Related Items.

Restrictive

Covenants;

Confidential Information.

The Optionee

agrees to

cooperate with

the Company

in any

way

needed in order to comply with, or fulfill the terms of the Plan and this Grant document.

As a term and condition of this

Grant, Optionee agrees to the following terms:

I agree to use

General Mills Confidential

Information only as needed

in the performance of

my duties,

hold

and

protect

such

information

confidential

the

Company,

and

not

engage

any

unauthorized

use

disclosure

such

information

for

long

such

information

qualifies

Confidential

Information.

agree

that

after

employment

with

the

Company

terminates

for

any

reason,

including

“retirement”

as that

term

is used

the Plan,

will not

use

or disclose,

directly

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

Justice,

Equal

Employment

Opportunity

Commission and

others) or

from participating

in an

agency proceeding.

This document

also does

not

prevent

from

providing

agency

with

information,

including

this

document,

unless

such

information

legally

protected

from

disclosure

third

parties.

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,

local

government

official,

either

directly

indirectly,

attorney,

solely

for

the

purpose

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

create,

receive,

use

observe

the

performance

job

General

Mills,

including

trade

secrets.

Examples

Confidential Information include marketing, merchandising, business plans,

business methods, pricing,

purchasing,

licensing,

contracts,

employee,

supplier

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

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.

[

This

Section

6.b.

does

not

apply

California,

Colorado,

Minnesota,

and

Washington

-based

employees.

] I agree that for one year after I leave the Company, including retiring from the Company,

will not

work

any

product,

brand

category,

process,

service:

(A)

which

worked,

about

which

had

access

Confidential

Information,

the

year

immediately

preceding

termination

(including retirement) from General Mills, and (B) which competes with General Mills products, brand

categories, processes, or related services.

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.

I agree that after I

leave General Mills, including

retiring from the Company,

I will indefinitely refrain

from

using

Company

client

contact

lists,

and

for

two

years

will

refrain

from

soliciting

the

Company’s customers.

A breach of

the obligations set forth

in this paragraph

may result in the

rescission of the Grant,

termination and

forfeiture of

any unvested

or un-exercised

Options, and/or

required payment

to Company

of all

or a

portion of

any monetary gains acquired

by Optionee as a

result of the Grant, unless

the Grant vested and

was settled more

than four

(4) years

prior to

the breach.

The foregoing

remedies are

in addition

to, and

not in lieu

of injunctive

relief and/or any other legal or equitable remedies available under

applicable law.

Nature of Grant

. In accepting the Stock Option, the Optionee acknowledges and agrees that:

(a)

the Plan is established voluntarily by the Company,

it is discretionary in nature and it may be modified,

amended, suspended

or terminated

by the

Company,

in its

sole discretion,

at any

time (subject

to any

limitations set forth in the Plan);

(b)

the grant

of the Stock

Option is voluntary

and occasional

and does not

create any

contractual or

other

right to receive future grants

of stock options, or benefits

in lieu of stock options,

even if stock options

or other awards have been granted in the past;

(c)

all decisions with respect to future awards, if any,

will be at the sole discretion of the Company;

(d)

the Optionee’s participation

in the Plan is voluntary;

(e)

the Stock Option

and the Optionee’s

participation in the Plan

shall not create a

right to employment or

interpreted

forming

employment

contract

with

the

Company

any

its

Subsidiaries

affiliated

companies

and

shall

not

interfere

with

the

ability

the

Company

the

Employer,

applicable, to terminate the

Optionee’s employment

relationship (as otherwise may

be permitted under

local law);

(f)

unless otherwise agreed with

the Company, the Stock Option and

any shares of

Common Stock acquired

upon vesting and exercise of the Stock Option, and the income from and value of same, are not granted

as consideration for, or in connection with, any service the Optionee may provide as a

director of any of

any Subsidiary or affiliate of the Company;

(g)

the Stock Option

and any shares

of Common

Stock acquired under

the Plan and

the income and

value

of same,

are not

part of

normal or

expected compensation

for purposes

of calculating

any severance,

resignation,

termination,

redundancy,

dismissal,

end-of-service

payments,

bonuses,

long-service

awards,

pension

retirement

welfare

benefits

similar

payments

and

event

should

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

the

Common

Stock

underlying

the

Stock

Option

unknown,

indeterminable, and cannot be predicted with certainty;

(i)

if the underlying shares of Common Stock do not increase in value, the Stock

Option will have no

value;

(j)

upon exercise of the Stock Option, the value of such shares of Common Stock may increase

or decrease

in value, even below the exercise price;

(k)

claim

entitlement

compensation

damages

shall

arise

from

forfeiture

the

Stock

Option

resulting from

termination of

the Optionee’s

employment (for

any reason

whatsoever and

whether or

not in

breach of

local labor

laws or later

found invalid)

and, in

consideration of

the Stock

Option, the

Optionee agrees not to institute any claim against the Company or the Employer;

(l)

the Stock Option and

the rights evidenced by

this Agreement do

not create any entitlement

not otherwise

specifically

provided for

in the

Plan to

have the

Stock Option

transferred

to, or

assumed by,

another

company,

nor

exchanged,

cashed

out

substituted

for,

connection

with

any

corporate

transaction affecting the shares of Common Stock; and

(m)

neither the

Company nor

any of its

Subsidiaries or

affiliated companies

shall be liable

for any

foreign

exchange rate fluctuation between the Optionee’s

local currency and the U.S. dollar that may affect the

value

of the

Stock Option

or any

amounts due

the Optionee

pursuant

to the

exercise of

the Stock

Option

the

subsequent

sale

any

Common

Stock

acquired

upon

exercise

the

Stock

Option.

Data

Privacy

the Optionee

would

to participate

in the

Plan,

the Optionee

will need

to review

the

information

provided in this Section 8 and, where applicable, declare the Optionee’s

consent to the processing of personal data by the

Company and the third parties stated below.

If the Optionee is

based in the European

Union (“EU”), European

Economic Area

(“EEA”) or United Kingdom,

please

note

that General

Mills, Inc.

with registered

address

One

General

Mills Boulevard,

Minneapolis,

MN 55426

-1347,

U.S.A., is the controller responsible

for the processing of the Optionee’s

personal data in connection with the Agreement

and the Plan.

(a)

Data Collection

and Usage.

The Company

collects, processes,

uses and

transfers certain

personally-

identifiable

information

about

the

Optionee,

specifically,

the

Optionee’s

name,

home

address

and

telephone

number,

address,

date

birth,

social

insurance,

passport

number

other

identification

number,

salary,

nationality,

job

title,

any

Stock

directorships

held

the

Company or

any affiliated

company,

details of

all Stock

Options or

any other

entitlement to

shares of

Stock

awarded,

canceled,

exercised,

settled,

vested,

unvested

or outstanding

in the

Optionee’s

favor,

which the Company

receives from

the Optionee or

the Employer (the

“Data”). The Company

collects,

processes

and

uses

the

Data

for

the

purposes

performing

its

contractual

obligations

under

this

Agreement,

implementing,

administering

and

managing the

Optionee’s

participation

in the

Plan

and

facilitating compliance with applicable tax and securities law.

If the

Optionee is

based in

the EU,

EEA or

United Kingdom,

the legal

basis for

the processing

of the

Data

the

Company

the

necessity

the

processing

for

the

Company

perform

its

contractual

obligations

under

this

Agreement

and

the

Plan

and

the

Company’s

legitimate

business

interests

managing

the

Plan,

administering

employee

equity

awards

and

complying

with

its

contractual

and

statutory obligations.

If the Optionee

is based in

any other jurisdiction,

the legal basis

for the processing

of the Data

by the

Company is the Optionee’s

consent as further described below.

(b)

Stock

Plan

Administration

Service

Providers.

The

Company

transfers

Data

E*TRADE

Financial

Corporate

Services,

Inc.

(including

its

affiliated

companies),

independent

service

provider

which

assists the

Company with the

implementation, administration and management

of the

Plan.

In the future,

the Company

may select a

different service

provider,

which will

in a similar

manner,

share Data

with

such service

provider.

The Company’s

service provider

will maintain

an account

for the

Optionee to

administer the Stock Options.

The processing of

Data will take place

through both electronic

and non-

electronic means.

Data will only

be accessible by

those individuals requiring

access to it

for purposes

of implementing, administering and operating the Plan.

(c)

International Data Transfers. The Company and its service

providers are based in the United States and

India. The Optionee’s

country or jurisdiction may have different data privacy laws and protections than

the

United

States

and

India.

appropriate

level

protection

can

achieved

implementing

safeguards such as the Standard

Contractual Clauses adopted by the EU Commission.

the

Optionee

based

any

other

jurisdiction,

the

Data

will

transferred

from

the

Optionee’s

jurisdiction to the Company and onward from

the Company to any of its service providers based on the

Optionee’s

consent, as further described below.

(d)

Data Retention. The Company will use the Data

only as long as necessary to implement, administer

and

manage

the

Optionee’s

participation

the

Plan,

required

comply

with

legal

regulatory

obligations,

including

tax

and

securities

laws.

When

the

Company

longer

needs

the

Data,

the

Company will remove it from its systems.

If the Company keeps data longer,

it would be to satisfy legal

or regulatory

obligations and

the Company’s

legal basis would

be relevant

laws or regulations

(if the

Optionee is

in the

EU, EEA

or United

Kingdom) or

the Optionee’s

consent (if

the Optionee

is outside

the EU, EEA or United Kingdom).

(e)

Data

Subject

Rights.

The

Optionee

may

have

number

rights

under

data

privacy

laws

the

Optionee’s

jurisdiction. Subject to the conditions set out in the applicable law and

depending on where

the Optionee is

based, such rights

may include the

right to (i) request

access to, or copies

of, the Data

processed by the Company, (ii) rectification

of incorrect Data, (iii) deletion of Data, (iv) restrictions on

the processing

of Data,

(v) object

to the

processing

of Data

for legitimate

interests, (vi)

portability of

Data, (vii)

lodge complaints

with competent

authorities in

the Optionee’s

jurisdiction, and/or

to (viii)

receive a list with

the names and addresses

of any potential recipients

of Data. To

receive clarification

regarding these

rights or to exercise these rights, the Optionee can contact

HR Direct.

(f)

Necessary Disclosure

of Personal

Data. The

Optionee understands

that providing

the Company

with

Data is necessary for

the performance of

the Agreement

and that the Optionee’s

refusal to provide

the

Data would

make it impossible

for the Company

to perform its

contractual obligations

and may affect

the Optionee’s

ability to participate in the Plan.

(g)

Declaration of

Consent (if

the Optionee

is outside

the EU,

EEA and

United Kingdom).

The Optionee

hereby

unambiguously consents

to the

collection, use

and transfer,

in electronic

or other

form, of

the

Data, as described above and in any other grant materials, by and among, as

applicable, the Employer,

the Company and any affiliated company for the exclusive

purpose of implementing, administering and

managing the Optionee’s

participation in the Plan. The Optionee understands that

the Optionee may, at

any time, refuse or withdraw the consents

herein, in any case without cost, by contacting

HR Direct.

the

Optionee

does

not

consent

later

seeks

revoke

the

Optionee’s

consent,

the

Optionee’s

employment

status

service

with the

Employer

will

not

affected;

the

Optionee’s

consequence

refusing or

withdrawing consent is

that the Company

would not be

able to award

the Stock Options

the

Optionee

any

other

equity

award

the

Optionee

administer

maintain

such

awards.

Therefore,

the Optionee

understands that

refusing

or withdrawing

consent

may affect

the Optionee’s

ability to

participate in

the Plan.

For more

information on

the consequences

of refusal

to consent

withdrawal of consent, the Optionee should contact HR Direct.

Insider Trading; Market Abuse Laws

. By participating in the Plan, the Optionee agrees to comply with the Company’s

policy

insider

trading

(to

the

extent

that

applicable

the

Optionee),

the

Optionee

further

acknowledges

that,

depending on the Optionee’s

or his or her broker’s country of residence

or where the shares of Common Stock are listed,

the Optionee may be subject to insider trading restrictions and/or market abuse laws that

may affect the Optionee’s ability

to accept,

acquire, sell or

otherwise dispose

of shares

of Common

Stock, rights

to shares

of Common

Stock (e.g.,

stock

options) or

rights linked to

the value

of shares of

Common Stock,

during such

times the

Optionee is considered

to have

“inside information” regarding the Company as

defined by the laws

or regulations in the Optionee’s country. Local insider

trading laws and

regulations may prohibit

the cancellation or

amendment of orders

the Optionee places

before he or

she

possessed inside information. Furthermore, the Optionee could be prohibited from (i) disclosing the inside information

any third party (other than on a “need to know” basis) and

(ii) “tipping” third parties or causing them otherwise to buy

sell securities. The Optionee understands

that third parties include fellow

employees. Any restriction under these

laws or

regulations

are

separate

from

and

addition

any

restrictions

that

may

imposed

under

any

applicable

Company

insider trading policy.

The Optionee acknowledges

that it is the

Optionee’s

responsibility to comply

with any applicable

restrictions, and that the Optionee should therefore consult the Optionee’s

personal advisor on this matter

10.

11.

Clawback

. This Award

is specifically made subject to the Company’s Executive

Compensation Clawback Policies.

Electronic Delivery

. The Optionee agrees, to the fullest extent permitted by

law, in lieu of receiving documents

in paper

format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may

deliver

connection

with

this

grant

and

any

other

grants

offered

the

Company,

including

prospectuses,

grant

notifications,

account

statements,

annual

quarterly

reports,

and

other

communications.

Electronic

delivery

document

may

made

via

the

Company’s

system

reference

location

the

Company’s

intranet

website or

a website

of the

Company’s

agent administering

the Plan.

By accepting

this grant,

whether electronically

otherwise, the Optionee hereby consents to participate in the Plan through such system, intranet, or website, including but

not limited to the use of electronic signatures or click-through electronic

acceptance of terms and conditions.

12.

English Language

. The

Optionee acknowledges

and agrees

that it

is the

Optionee’s

express intent

that this

Agreement

and the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Stock

Option be drawn up in English. To

the extent the Optionee has been provided with a copy of this Agreement, the Plan, or

any other documents relating to this Award in a language other than English, the English language documents will prevail

in case of any ambiguities or divergences as a result of translation.

13.

Addendum

. Notwithstanding

any provisions

in this

Agreement, the

Stock Option

shall be

subject to

any special

terms

and

conditions

set

forth

the

Country-Specific

Addendum

this

Agreement

(the

“Addendum”).

Moreover,

the

Optionee transfers to one

of the countries included

in such Addendum, the special

terms and conditions for such

country

will apply

to the

Optionee,

to the

extent

the Company

determines

that

the application

of such

terms and

conditions

necessary or advisable to comply with local law or facilitate

the administration of the Plan (or the Company may establish

alternative

terms

and

conditions

may

necessary

advisable

accommodate

the

Optionee’s

transfer).

The

Addendum constitutes part of this Agreement.

14.

Not a Public

Offering

. The award

of the Stock

Option is not

intended to be

a public offering

of securities in

the Optionee’s

country of employment (or country of residence, if different). The Company has not submitted any registration statement,

prospectus or other filings with the

local securities authorities (unless otherwise

required under local law), and the award

of the Stock

Option is not

subject to the

supervision of

the local securities

authorities. No

employee of

the Company

any of its Subsidiaries or affiliated companies is permitted to advise the Optionee on

whether he/she should participate in

the Plan.

Acquiring

shares of

Common

Stock involves

a degree

of risk.

Before deciding

to participate

in the

Plan, the

Optionee should carefully

consider all risk factors

relevant to the acquisition

of shares of Common

Stock under the Plan

and carefully review all of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult

with his/her personal advisor for professional investment advice.

15.

Repatriation;

Compliance

with

Law

The

Optionee

agrees

repatriate

all

payments

attributable

the

Common Stock and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations

in the Optionee’s country

of employment (and country of residence, if different).

In addition, the Optionee agrees to take

any and

all actions,

and consent

to any

and all

actions taken

by the

Company and

any of

its Subsidiaries

and affiliated

companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with

local

laws,

rules

and/or

regulations

the

Optionee’s

country

employment

(and

country

residence,

different).

Finally,

the

Optionee

agrees

take

any

and

all

actions

may

required

comply

with

the

Optionee’s

personal

obligations under local laws, rules and/or

regulations in the Optionee’s

country of employment and country of

residence,

if different).

16.

Imposition of

Other Requirements.

The Company

reserves the

right to

impose other

requirements on

the Optionee’s

participation in the Plan, on the Stock Option, and on any shares of Common Stock acquired under the Plan, to the extent

the Company

determines it

is necessary

or advisable

for legal

or administrative

reasons, and

to require

the Optionee

sign any additional agreements or undertakings that may be necessary to accomplish

the foregoing

17.

Committee’s

Powers.

provision

contained

this

Agreement

shall

any

way

terminate,

modify

alter,

construed

interpreted

terminating,

modifying

altering

any

the

powers,

rights

authority

vested

the

Committee or, to the

extent delegated, in

its delegate, pursuant

to the

terms of the

Plan or resolutions

adopted in furtherance

of the Plan, including, without limitation, the right to make

certain determinations and elections with respect to the Stock

Option.

Any

dispute

regarding

the

interpretation

this

Agreement

the

terms

the

Plan

shall

submitted

the

Committee or

its delegate

who shall

have the

discretionary authority

to construe

the terms

of this

Agreement, the

Plan,

and all documents ancillary to

this Award.

The decisions of the Committee

or its delegate shall be final

and binding and

any reviewing court of law or

other party shall defer to its

decision, overruling if, and only if,

it is arbitrary and capricious.

In no

way is

it intended

that this

review

standard subject

the Plan

or Award

to the

U.S. Employee

Retirement

Income

Security Act.

18.

Binding Effect.

This Agreement shall be binding upon and inure to the benefit

of any successors to the Company and all

persons lawfully claiming under the Optionee.

19.

Governing

Law

and

Forum

Without

limiting

the

effect

section

16,

this

Agreement

shall

governed

by,

and

construed in accordance with, the laws of the State of Delaware without regard

to principles of conflict of laws.

20.

Severability

. The provisions of

this Agreement are severable

and if any one

or more of the provisions

are determined to

be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would

enforceable

the

maximum

extent

legally

possible,

and

cannot

reformed

and

construed,

such

unenforceable provision, or part thereof, had never been contained herein.

21.

Waiver

. The waiver by the Company with respect to Optionee’s (or any other optionee’s)

compliance with any provision

this

Agreement

shall

not

operate

construed

waiver

any

other

provision

this

Agreement,

any

subsequent breach by such party of a provision of this Agreement

copy

the

Plan

and

the

Prospectus

the

General

Mills,

Inc.

2022

Stock

Compensation

Plan

available

G&Me

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.

STOCK OPTION AWARD

AGREEMENT

OPTIONEE:

[CEO]

PERNR:

This Award

is made

under the

General Mills,

Inc. 2022

Stock Compensation

Plan (the "Plan"),

and is subject

to the

terms

and conditions contained

in the Plan

document and this

Stock Option Award

Agreement (“Agreement”).

The Optionee: (i)

acknowledges receipt

of a

copy of

the Plan

and Plan

prospectus, (ii)

represents

that the

Optionee has

carefully read

and is

familiar with

the provisions

of this

Agreement

and the

Plan, and

(iii) hereby

accepts the

Stock Option

subject to

all of

the

terms and conditions set forth herein, and in the Plan.

If the Optionee does not wish to receive the Stock Option and/or does

not consent

and agree

to the terms

and conditions

on which

the Stock

Option is offered,

as set

forth in this

Agreement and

the Plan, then the Optionee must

reject this Award via the website of the Company’s designated broker, no later than 60 days

following the

Grant Date.

If the Optionee

rejects this

Award,

this Award

will immediately

be forfeited

and cancelled.

The

Optionee’s exercise

of this Award

will also constitute

the Optionee’s

acceptance of this

Award

and all terms

and conditions

of this Award, as set forth

in this Agreement and the Plan.

THIS AWARD,

dated on the below Grant Date, is made

by General Mills, Inc., (the "Company"), and made to the

person named

above (the "Optionee" or referred to as “I”,

“you”, or “my”) (“Award”).

Award

of Stock Option

. The Company grants

to the Optionee under

the Plan the following

non-qualified option to

purchase the

Company's common

stock, par

value USD

0.10 per

share (“Common

Stock”). The

option granted

pursuant to

this Agreement

referred to as the “Stock Option” and subject to the

terms in this Agreement.

Except as otherwise defined herein, capitalized terms

shall have the same meanings ascribed to them under the Plan.

Grant Date:

Expiration Date:

Option Shares:

Exercise Price per share:

Type of Stock Option:

Vesting of

Stock Option; Forfeiture of Stock Option.

(c)

Vesting

Schedule

. The

Stock Option

shall vest

and become

exercisable in

tranches, each

tranche having

its own

month vesting period occurring consecutively,

starting on the Grant Date.

Tranche

Number of Options

Scheduled Date Exercisable

(d)

Forfeiture

Stock

Option

The

Optionee

acknowledges

that

the

Stock

Options

granted

hereunder

are

subject

forfeiture, and/or limited exercise

period, if the Optionee’s employment with

the Company or

any Subsidiary terminates

under certain circumstances, as herein provided.

(vi)

Termination

for Cause.

If the

Optionee’s

employment with

the Company

is terminated

at any

time prior

to the

Expiration Date by a

discharge due to Optionee’s illegal activities,

poor work performance, misconduct

or violation

of the

Company’s

Code of Conduct,

policies or

practices, then,

to the

extent the Stock

Option is

vested as of

the

Termination

Date, those tranches shall expire three (3) months after the Termination

Date (but in no event beyond

the

Expiration

Date);

and,

if and

the extent

the Stock

Option

is not

fully

vested

as of

the

Termination

Date,

tranches not

fully vested

shall for

no consideration

be cancelled

and forfeited

immediately with

no ability

to be

exercised. For the avoidance

of doubt, “Termination

Date” for purposes of this

Award

will be deemed to occur

of the date

Optionee is no

longer actively providing

services as an

employee, unless otherwise

determined by the

Company in its sole discretion, and no vesting shall continue during any notice 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.

the

Optionee’s

employment

the

Company

terminates

involuntarily at the initiation

of the Company for any

reason other than specified

in Plan Section 11,

or (i), (iv) or

(v) herein or if the Participant retires on

or after age 55 but before age 62,

and (A) if, and to the

extent, the Award’s

tranches are already vested and exercisable on the Termination Date, they shall remain exercisable for the lesser of

one (1) year from

the Termination

Date, or until the

Expiration Date; and (B)

if, and to the extent,

tranches of the

Award

are

not

vested,

solely

the

unvested

tranche

the

Award

with

Scheduled

Date

Exercisable

within

months of the Termination

Date shall vest and become exercisable as of the Termination

Date, in an amount equal

to the pro-rata amount based

on actual employment completed during

the tranche’s 12

month vesting period, with

such newly-exercisable

Stock Options

remaining exercisable

for one

(1) year

from the

Termination

Date.

Stock

Options that

do not

become vested

and exercisable

based on

the previous

provisions shall

be forfeited

as of

the

Termination

Date.

Stock

Options

shall

vest

upon

involuntary

termination

under

this

provision

without

the

execution (without revoking)

of an effective

general legal release

and such other

documents as are

satisfactory to

the Company.

(viii)

Death.

If an Optionee dies while employed with the Company or any Subsidiary or affiliated

companies during

any

applicable

vesting

period,

this

Award

shall

become

fully

vested

and

exercisable

upon

death

and

may

exercised

the

person

designated

such

Optionee’s

beneficiary

beneficiaries

or,

the

absence

such

designation, by the Optionee’s estate. The

Stock Option shall remain exercisable until the Expiration Date.

(ix)

Normal Retirement.

If the termination of employment is due to retirement on or after

age 62, this Award’s

tranches shall continue to vest and become exercisable on each respective Scheduled

Date Exercisable, remaining

exercisable until the Expiration Date. Notwithstanding the above,

if the Termination Date is within twelve

months of the Grant Date, the Award

shall vest on a pro rata basis based on employment completed from Grant

Date to the Termination

Date within the first year after Grant Date and shall be exercisable until the Expiration

Date beginning on the Scheduled Date Exercisable for the tranche to which the option

belongs. Stock Options

that do not become vested and exercisable based on the previous provisions shall

be forfeited as of the

Termination

Date.

(x)

Spin-offs and Other Divestitures.

If the termination of employment is due to the divestiture, cessation, transfer,

spin-off of a line of

business or other activity of

the Company, the Committee, in its sole

discretion, shall determine

the conversion, vesting, or other treatment of the Stock Option.

Exercise of the Option.

(d)

Method of Exercise

. Optionee may exercise the vested portion of the Stock Option

(provided the Fair Market Value of

the shares of Common Stock

exercised exceeds the exercise

price) prior to the Expiration

Date of the Stock Option

delivering a

notice of

exercise in

such form

as may

be designated

by the

Company from

time to

time, or

making the

required electronic election with the Company’s

designated broker, and paying

the exercise price and any Tax

-Related

Items (as defined

in section 5 below)

and costs to

the Company’s

stock plan administrator

or such other

person as the

Company may

designate, together

with such

additional documents

as the

Company may

then require

pursuant to

the

terms of the Plan.

(e)

Method of Payment

. Payment of the

exercise price may be

made by one of

the methods available under

the Company’s

exercise procedures, which may include:

(iv)

Payment by cash or check.

(v)

Payment by

transfer to

the Company

of whole

shares of

Common Stock

Optionee already

owns having

a Fair

Market Value

determined at

the time

of exercise

of the

Stock Option

equal to,

but not

exceeding, the

exercise

price and any Tax-Related

Items; and

(vi)

A “same day sale”

transaction pursuant to which

a third party (engaged

by you or the Company)

loans funds to

you to enable

you to purchase

shares of Common

Stock and pay

any Tax-Related Items, and then

sells a sufficient

number of the

exercised shares of

Common Stock on

your behalf to

enable you to

repay the loan

and any fees.

The remaining shares of Common Stock and/or cash are then delivered

by the third party to the Optionee.

The Company

may suspend, or

eliminate, various

forms of permissible

payment of

the exercise price

from time to

time

in its

sole discretion.

Further, notwithstanding

any provision

within this

Agreement to

the contrary,

if the

Optionee is

resident or provides services outside of the United States, the Committee may

require that the Optionee (or in the event of

the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other than

as specified above, may require the Optionee to exercise the

Stock Option only by means of a “same

day sale” transaction

(either a

“sell-all” transaction

or a

“sell-to-cover” transaction)

as it

determines in

its sole

discretion, or

may require

the

Optionee to

sell any

shares of

Common Stock

the Optionee

acquires under

the Plan

immediately or

within a

specified

period following the Optionee’s termination

of employment with the Company or any Subsidiary or affiliated companies

(in which case, the Optionee hereby agrees that the Company shall have the authority to issue sale instructions in relation

to such shares on the Optionee’s behalf).

(f)

Responsibility for Exercise.

The Optionee is responsible for taking any and

all actions as may be required to exercise

the Stock Option in a timely manner and for properly executing any such documents as may be required for exercise in

accordance with such

rules and procedures

as may be

established from time

to time. The

Optionee acknowledges that

information regarding the procedures and requirements for the exercise of the Stock Option

is available to the Optionee

on request. Neither the Company nor any Subsidiary or affiliated companies shall have any duty or obligation to notify

you of the Expiration Date of the Option.

Non-Transferability.

The Stock Option may not

be sold, assigned, pledged,

exchanged, hypothecated, encumbered,

disposed of,

or otherwise

transferred, unless

otherwise provided

in the

Plan or this

Agreement.

Upon any attempt

to transfer,

assign, pledge,

hypothecate or otherwise

dispose of the

Stock Option or

of such rights

contrary to the

provisions hereof or

in the Plan,

the Stock

Option and such rights shall immediately become null and void.

Withholding

Tax

The

Optionee

acknowledges

that,

regardless

any

action

taken

the

Company

or,

different,

the

Subsidiary

affiliated

company

that

employs

the

Optionee

(the

“Employer”),

the

ultimate

liability

for

all

income

tax,

social

contributions,

payroll

tax,

fringe

benefits

tax,

payment

account,

hypothetical

tax

other

tax-related

items

the

Optionee’s

participation in

the Plan

and legally

applicable to

the Optionee

or deemed

by the

Company or

the Employer

in their

discretion to

be an appropriate

charge to

the Optionee

even if legally

applicable to

the Company

or the Employer

(“Tax-Related

Items”),

and

remains

the

Optionee’s

responsibility

and

may

exceed

the

amount

actually

withheld

the

Company

the

Employer,

any.

The

Optionee

further

acknowledges

that

the

Company

and/or

the

Employer

(a) make

representations

undertakings regarding

the treatment of

any Tax

-Related Items in

connection with any

aspect of the Stock

Option, including, but

not limited to,

the grant, vesting,

exercise and the

subsequent sale of

shares of Common

Stock acquired

pursuant to such

vesting

and exercise

and the receipt

of any dividends;

and (b) do

not commit to

and are

under no obligation

to structure

the terms of

the

grant

any

aspect

the

Stock

Option

reduce

eliminate

the

Optionee’s

liability

for

Tax-Related

Items

achieve

any

particular tax result. Further, if the Optionee

is subject to Tax-Related Items in more

than one jurisdiction between the Grant Date

and the date of

any relevant taxable or tax

withholding event, as applicable,

the Optionee acknowledges that

the Company and/or

the Employer (or former employer,

as applicable) may be required to withhold or account for Tax

-Related Items in more than one

jurisdiction.

Prior to the

relevant taxable

or tax

withholding event, as

applicable, the Optionee

agrees to

make adequate arrangements

satisfactory

to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by the Committee,

the

Company

shall

satisfy

the

obligations

with

regard

all

Tax-Related

Items

one

combination

the

following:

(i)

withholding from

the Optionee’s

wages or

other cash

compensation paid

to the

Optionee by

the Company

and/or the

Employer;

(ii) withholding from the shares of Common Stock to be delivered upon

settlement of the Stock Option or other awards granted to

the Optionee or

(iii) permitting the

Optionee to tender

to the Company

cash or,

if allowed by

the Committee, shares

of Common

Stock.

Depending on

the withholding

method, the

Company may

withhold or

account for

Tax-Related

Items by

considering applicable

statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding

rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount and will

have no entitlement

to the share equivalent.

If the obligation for

Tax-Related

Items is satisfied

by withholding from

the shares of

Common Stock to be delivered upon vesting of the Stock Option, for tax purposes, the Optionee is

deemed to have been issued the

full number of

shares of Common

Stock subject to

the Stock Option,

notwithstanding that a

number of shares

of Common Stock

are held back solely for the purpose of paying the Tax

-Related Items. The Optionee will have no further rights with respect to any

shares of Common Stock that are retained by the Company pursuant

to this provision.

The Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer

may be

required to

withhold or

account for

as a

result of

the Optionee’s

participation in

the Plan

that cannot

be satisfied

by the

means previously

described. The

Company may

refuse to issue

or deliver

shares of

Common Stock

or proceeds

from the

sale of

Common

Stock

until arrangements

satisfactory

to the

Company

have

been

made

connection

with

the

Tax-Related

Items.

Restrictive Covenants; Confidential Information

. The Optionee agrees to cooperate with the Company in any way needed in

order to comply with, or fulfill the terms of the Plan and this Grant document.

As a term and condition of this Grant, Optionee

agrees to the following terms:

I agree

to use General

Mills Confidential

Information only

as needed

in the

performance of

my duties,

to hold

and

protect

such

information

confidential

the

Company,

and

not

engage

any

unauthorized

use

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

indirectly,

attorney,

solely

for

the

purpose

reporting

investigating

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

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

leaving

the

Company,

agree

return

all

materials

possession

containing

Confidential

Information,

well

all

other

documents

and

other

tangible

items

provided

General

Mills,

developed by me in connection with my employment with the Company.

[

This Section 6.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,

service:

(A)

which

worked,

about

which

had

access

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.

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.

I agree that

after I leave

General Mills, including

retiring from the

Company, I will indefinitely refrain

from using

Company client or contact lists, and for two years I will refrain from soliciting the Company’s

customers.

A breach of

the obligations set

forth in this

paragraph may result

in the rescission

of the Grant,

termination and forfeiture

of any

unvested

or un-exercised

Options, and/or

required

payment to

Company

of all

or a

portion

of any

monetary

gains acquired

Optionee as a

result of the

Grant, unless the

Grant vested and

was settled more

than four (4)

years prior to

the breach.

The foregoing

remedies are in

addition to, and

not in lieu

of injunctive relief

and/or any other

legal or equitable

remedies available under

applicable

law

Nature of Grant

. In accepting the Stock Option, the Optionee acknowledges and agrees that:

(n)

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);

(o)

the grant

of the

Stock Option

is voluntary

and occasional

and does

not create

any contractual

or other

right to

receive future grants

of stock options,

or benefits in lieu

of stock options, even

if stock options

or other awards

have been granted in the past;

(p)

all decisions with respect to future awards, if any,

will be at the sole discretion of the Company;

(q)

the Optionee’s participation

in the Plan is voluntary;

(r)

the

Stock

Option

and

the

Optionee’s

participation

the

Plan

shall

not

create

right

employment

interpreted

forming

employment

contract

with

the

Company

any

its

Subsidiaries

affiliated

companies and

shall not

interfere with

the ability of

the Company

or the

Employer,

as applicable,

to terminate

the Optionee’s employment relationship

(as otherwise may be permitted under local law);

(s)

unless otherwise agreed

with the Company,

the Stock Option

and any

shares of Common

Stock acquired

upon

vesting and exercise

of the Stock

Option, and the

income from and

value of same,

are not granted

as consideration

for, or in connection with, any

service the Optionee may provide

as a director of

any of any

Subsidiary or affiliate

of the Company;

(t)

the Stock Option

and any shares of

Common Stock acquired

under the Plan

and the income and

value of same,

are

not

part

normal

expected

compensation

for

purposes

calculating

any

severance,

resignation,

termination,

redundancy,

dismissal,

end-of-service

payments,

bonuses,

long-service

awards,

pension

retirement or welfare benefits or similar payments and in no event should

be considered as compensation for, or

relating

any

way

to,

past

services

for

the

Company,

the

Employer

any

Subsidiary

affiliate

the

Company;

(u)

the future

value of

the shares of

Common Stock

underlying the

Stock Option

is unknown,

indeterminable, and

cannot be predicted with certainty;

(v)

if the underlying shares of Common Stock do not increase in value, the Stock

Option will have no value;

(w)

upon exercise of the Stock Option, the

value of such shares of Common Stock

may increase or decrease in value,

even below the exercise price;

(x)

no claim or

entitlement to compensation or

damages shall arise

from forfeiture of the

Stock Option resulting from

termination of the Optionee’s employment (for

any reason whatsoever and

whether or not

in breach of local

labor

laws or

later found

invalid) and,

in consideration

of the

Stock Option,

the Optionee

agrees not

to institute

any

claim against the Company or the Employer;

(y)

the

Stock

Option

and

the

benefits

evidenced

this

Agreement

not

create

any

entitlement

not

otherwise

specifically provided

for in the

Plan or provided

by the Company

in its discretion,

to have the

Stock Option

any such benefits transferred to, or assumed

by, another company, nor to be exchanged, cashed out or substituted

for, in connection with any corporate

transaction affecting the shares of Common Stock; and

(z)

neither the Company nor any of

its Subsidiaries or affiliated companies

shall be liable for any foreign

exchange

rate fluctuation between the Optionee’s

local currency and the U.S. dollar that may affect

the value of the Stock

Option or any

amounts due to

the Optionee pursuant

to the exercise

of the Stock

Option or the

subsequent sale

of any shares of Common Stock acquired upon exercise of the Stock Option.

Data Privacy

If the Optionee would

like to participate in

the Plan, the Optionee

will need to review

the information provided

this Section 8

and, where

applicable, declare

the Optionee’s

consent to the

processing of

personal data

by the Company

and the

third parties stated below.

If the Optionee is based in the European

Union (“EU”), European Economic Area

(“EEA”) or United Kingdom, please note that

General Mills,

Inc. with registered address at

One General

Mills Boulevard, Minneapolis, MN

55426-1347, U.S.A., is

the controller

responsible for the processing

of the Optionee’s

personal data in connection with the Agreement

and the Plan.

(h)

Data Collection and Usage. The Company collects, processes, uses and transfers certain personally-identifiable

information about

the Optionee, specifically,

the Optionee’s

name, home address

and telephone

number,

address, date of birth, social insurance, passport number or other

identification number,

salary, nationality,

job

title, any

of Stock

or directorships

held in

the Company

or any

affiliated company,

details of

all Stock

Options or

any other

entitlement to

of Stock

awarded,

canceled,

exercised,

settled, vested,

unvested or

outstanding

the

Optionee’s

favor,

which

the

Company

receives

from

the

Optionee

the

Employer

(the

“Data”).

The

Company

collects,

processes

and

uses

the

Data

for

the

purposes

performing

its

contractual

obligations

under this

Agreement,

implementing,

administering and

managing the

Optionee’s

participation

the Plan and facilitating compliance with applicable tax and securities law.

If the Optionee is based in the EU, EEA or United Kingdom, the legal basis for the processing of the Data by the

Company is

the necessity

of the

processing

for the

Company to

perform its

contractual obligations

under this

Agreement

and the

Plan and

the Company’s

legitimate business

interests of

managing the

Plan, administering

employee equity awards and complying with its contractual

and statutory obligations.

If the Optionee is based in any

other jurisdiction, the legal basis for the

processing of the Data by

the Company

is the Optionee’s

consent as further described below.

(i)

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

different service provider, which will in a similar

manner, share Data with such service provider. The Company’s

service provider

will maintain

an account

for the

Optionee to

administer the

Stock Options.

The processing

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.

(j)

International Data Transfers.

The Company and

its service providers

are based

in the United States

and India.

The

Optionee’s

country or

jurisdiction

may

have

different

data

privacy

laws and

protections

than

the United

States and

India. An

appropriate

level of

protection

can be

achieved

by implementing

safeguards

such as

the

Standard Contractual Clauses adopted by

the EU Commission.

If the Optionee

is based in

any other jurisdiction,

the Data will

be transferred

from the

Optionee’s

jurisdiction

to the Company and onward

from the Company

to any of its service providers

based on the Optionee’s

consent,

as further described below.

(k)

Data Retention. The Company will use the Data only as long as necessary to implement, administer and manage

the Optionee’s

participation in the Plan, or as required to comply with legal or

regulatory obligations, including

tax

and

securities laws.

When

the

Company

no longer

needs the

Data,

the

Company

will remove

it from

its

systems.

the

Company

keeps

data

longer,

would

satisfy

legal

regulatory

obligations

and

the

Company’s

legal

basis

would

relevant

laws

regulations

(if

the

Optionee

the

EU,

EEA

United

Kingdom) or the Optionee’s

consent (if the Optionee is outside the EU, EEA or United Kingdom).

(l)

Data

Subject

Rights.

The

Optionee

may

have

number

rights

under

data

privacy

laws

the

Optionee’s

jurisdiction. Subject to

the conditions set

out in the

applicable law and

depending on where the

Optionee is based,

such rights may

include the right to

(i) request access

to, or copies of,

the Data processed

by the Company,

(ii)

rectification of incorrect

Data, (iii) deletion of Data, (iv) restrictions on the processing

of Data, (v) object to the

processing

Data

for

legitimate

interests,

(vi)

portability

Data,

(vii)

lodge

complaints

with

competent

authorities

the

Optionee’s

jurisdiction,

and/or

(viii)

receive

list

with

the

names

and

addresses

any

potential

recipients

Data.

receive

clarification

regarding

these

rights

exercise

these

rights,

the

Optionee can contact HR Direct.

(m)

Necessary

Disclosure

Personal

Data.

The

Optionee understands

that

providing

the

Company with

Data

necessary for the performance of the Agreement and that the Optionee’s

refusal to provide the Data would make

it impossible

for

the Company

to perform

its contractual

obligations

and

may affect

the Optionee’s

ability to

participate in the Plan.

(n)

Declaration

Consent

(if

the

Optionee

is outside

the

EU,

EEA

and

United

Kingdom).

The

Optionee

hereby

unambiguously consents to the collection, use and transfer, in electronic or other form, of the Data, as described

above

and

any

other

grant

materials,

and

among,

applicable,

the

Employer,

the

Company

and

any

affiliated

company

for

the

exclusive

purpose

implementing,

administering

and

managing

the

Optionee’s

participation in the Plan.

The Optionee understands that

the Optionee may,

at any time, refuse

or withdraw the

consents herein,

in any

case without

cost, by

contacting HR

Direct.

If the

Optionee does

not consent

or later

seeks to revoke the

Optionee’s

consent, the Optionee’s

employment status or service

with the Employer will not

be affected;

the Optionee’s

consequence of

refusing or

withdrawing consent

is that the

Company would

not be

able

to award

the Stock

Options to

the Optionee

or any

other equity

award

to the

Optionee

or administer

maintain such awards.

Therefore, the Optionee understands that refusing or withdrawing consent may affect the

Optionee’s

ability to participate in the Plan. For more

information on the consequences of refusal to

consent or

withdrawal of consent, the Optionee should contact HR Direct.

Insider Trading;

Market Abuse Laws

. By participating

in the Plan,

the Optionee agrees

to comply with

the Company’s

policy

on insider

trading (to

the extent

that it

is applicable

to the

Optionee), the

Optionee further

acknowledges that,

depending on

the

Optionee’s or his or her

broker’s country of residence or

where the shares

of Common Stock are

listed, the Optionee may

be subject

to insider trading

restrictions and/or market

abuse laws that may

affect the Optionee’s

ability to accept,

acquire, sell or otherwise

dispose of shares of Common Stock,

rights to shares of Common Stock (e.g.,

stock options) or rights linked to the

value of shares

of Common Stock,

during such times

the Optionee is

considered to have

“inside information” regarding

the Company as defined

by the

laws or

regulations in

the Optionee’s

country.

Local insider

trading laws

and regulations

may prohibit

the cancellation

amendment

orders

the

Optionee

places

before

she

possessed

inside

information.

Furthermore,

the

Optionee

could

prohibited from

(i) disclosing the

inside information

to any

third party

(other than

on a

“need to

know” basis)

and (ii)

“tipping”

third

parties

causing

them

otherwise

buy

sell

securities.

The

Optionee

understands

that

third

parties

include

fellow

employees. Any restriction under

these laws or

regulations are separate from

and in addition

to any restrictions

that may be

imposed

under any applicable Company

insider trading policy. The Optionee acknowledges

that it is

the Optionee’s responsibility to comply

with any applicable restrictions, and that the Optionee should therefore consult

the Optionee’s personal advisor

on this matter

10.

11.

Clawback

. This Award

is specifically made subject to the Company’s Executive

Compensation Clawback Policies.

Electronic Delivery

. The Optionee

agrees, to the fullest

extent permitted by law,

in lieu of receiving

documents in paper format,

electronic

delivery

any

documents

that

the

Company

and

its

Subsidiaries

affiliated

companies

may

deliver

connection

with

this

grant

and

any

other

grants

offered

the

Company,

including

prospectuses,

grant

notifications,

account

statements,

annual

quarterly

reports,

and

other

communications.

Electronic

delivery

document

may

made

via

the

Company’s email

system or by reference to a

location on the Company’s

intranet or website or a website

of the Company’s

agent

administering the Plan. By accepting this grant, whether electronically or otherwise, the Optionee hereby consents to participate in

the Plan

through such

system, intranet,

or website,

including but

not limited

to the

use of

electronic signatures

or click-through

electronic acceptance of terms and conditions.

12.

English Language

. The

Optionee acknowledges

and agrees

that it

is the

Optionee’s

express intent

that this

Agreement and

the

Plan and all other documents, notices and legal proceedings entered into, given or

instituted pursuant to the Stock Option be drawn

up in

English. To

the extent

the Optionee

has been

provided with

a copy

of this

Agreement,

the Plan,

or any