Addendum No. 11 to the Protocol of Cereal Partners Worldwide, effective July 17, 2012, among the Company

EX-10.1 2 d366574dex101.htm EX-10.1 EX-10.1
1
Exhibit 10.1
[***] – Indicates information excluded from this exhibit because it is not material
and is the type that the registrant treats as private or confidential.
ADDENDUM NO 11 TO THE PROTOCOL OF CEREAL PARTNERS
 
WORLDWIDE
JAPAN EXCEPTION
 
TO THE “TERRITORY” OF THE JV
The following
 
sets forth
 
the understanding
 
of General
 
Mills, Inc
 
(“
GMI
”) and
 
Nestlé SA
 
(“
Nestlé
”) with
 
respect to
 
GMI
supplying Breakfast Cereals
 
in Japan, a country
 
included in the Territory
 
of CPW.
 
It is effective
 
17 July 2012. CPW
 
SA is a
party to this understanding.
 
GMI has identified a
 
number of opportunities
 
for the distribution and
 
sale of Breakfast Cereals in
 
Japan, including
 
with the
retailer WALMART.
 
In the future, it is possible that GMI will identify further opportunities for the
 
distribution and sale of
Breakfast
 
Cereals
 
in
 
Japan
 
with
 
other
 
retailers
 
in
 
addition
 
to
 
WALMART,
 
and
 
to
 
COSTCO,
 
with
 
whom
 
GMI
 
already
cooperates in Japan in accordance with the terms set out in Addendum No 6 to the Protocol.
At
 
this time,
 
CPW has
 
no viable
 
full entry
 
business strategy
 
for
 
the distribution
 
and sale
 
of Breakfast
 
Cereals
 
in Japan.
Moreover,
 
supply by CPW to retailers in Japan could be logistically complex and expensive for CPW.
Consequently, GMI, Nestlé and CPW SA agree as follows:
 
1.
CPW authorizes
 
GMI or
 
its affiliate
 
to supply
 
Authorized Retailers
 
in, or
 
for,
 
Japan with
 
GMI-branded Breakfast
Cereals.
 
Risks and benefits of such business are for GMI.
2.
GMI will pay
 
CPW SA a
 
royalty of [***]
 
for Japan. Terms of payment
 
as defined by
 
article 4 B,
 
C and
 
D of the
 
License
Agreement dated 01 June 1990 between GMI, Societe des Produits Nestlé SA and CPW SA shall apply by analogy.
 
3.
“Authorized Retailers” shall mean those
 
retailers registered and
 
operating in
 
Japan to
 
which CPW
 
SA (in
 
the person
of
 
the
 
VP
 
Customer
 
Business
 
Development)
 
has
 
given
 
its
 
written
 
consent
 
for
 
GMI
 
to
 
enter
 
into
 
sales
 
and
distribution arrangements of Breakfast Cereals.
4.
This arrangement shall be reassessed after a period of one year from its effective date. After this initial period, in
the absence
 
of
 
formal
 
renewal
 
in favour
 
of
 
GMI for
 
a defined
 
period, CPW
 
shall have
 
the right
 
at
 
any
 
time to
request that GMI stop supplying Breakfast Cereals in Japan.
Capitalised terms not defined herein shall have the meaning assigned in the Protocol.
 
NESTLÉ SA
 
GENERAL MILLS, INC.
/s/ José Lopez
 
/s/ Chris O’Leary
JOSÉ LOPEZ
 
CHRIS O’LEARY
CPW SA
/s/Jeff Harmening
JEFF HARMENING