Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 General Mills, Inc. Form 10-K405 18 101K
3: EX-10 Exhibit 10.5 Management Continuity Agreement 15 69K
4: EX-10.12 Exhibit 10.12 Deferred Compensation Plan 15 66K
5: EX-10.16 Protocol of Cereal Partners Worldwide 12 34K
2: EX-10.4 Exectuive Incentive Plan 11 41K
6: EX-12 Ratio of Earnings to Fixed Charges 1 5K
7: EX-13 Exhibit 13 2001 Annual Report to Stockholders 43± 189K
8: EX-21 Exhibit 21 General Mills, Inc. Subsidiaries 5 23K
9: EX-23 Exhibit 23 Consent of Kpmg LLP 1 8K
EX-10.12 — Exhibit 10.12 Deferred Compensation Plan
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EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective January 1, 2001
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and highly compensated employees of the Company and its affiliates as a
means of sheltering a portion of income from current taxation while
accumulating resources for future investments or retirement. Under the
Plan, Participants may defer cash incentives, common stock issued under
the Company's stock option plans, and restricted stock units issued
under the Company's various stock plans granting restricted stock, as
they may be amended from time to time. In addition, Participants may
"defer" shares of General Mills, Inc. common stock ("Common Stock")
attributable to restricted stock issued under the Company's various
stock plans granting restricted stock, as they may be amended from time
to time, by cancellation of such shares in exchange for deferred
restricted stock units under this Plan. As to deferred cash incentives,
Participants shall earn a "rate of return" on the deferred amounts
which track the investment return achieved under the General Mills VIP
401(k) Plan ("VIP") and/or rates equivalent to investment results of
other funds or portfolios as may be made available from time to time
pursuant to the provisions of the Plan. As to stock options,
Participants may defer receipt of the net shares of Common Stock
resulting from a Participant's stock-for-stock option exercise and
dividend equivalents on the net shares. As to deferrals related to
restricted stock and restricted stock units, Participants may defer the
receipt of shares of Common Stock attributable to such grants and to
dividend equivalents on such shares. Under current tax law, amounts
properly deferred and the "rate of return" or earnings credited to such
amounts are not taxable (except for FICA taxation, as required) as
income until they are distributed to the Participants. Under current
tax law, distributions from this Plan will be taxed as ordinary income
in the year in which they are received.
2. ELIGIBILITY
An individual is a Participant in the Plan if such individual (i) is a
Participant in the various stock plans granting restricted stock, as
they may be amended from time to time, (ii) has been selected by
management to participate in "Compensation Plus," or (iii) has an
individual agreement, approved by the Minor Amendment Committee, which
provides for participation in this Plan and has elected to defer
compensation or receipt of Common Stock pursuant to the provisions of
any of these programs or the agreement. Former employees of the Company
who have retired from the Company may also participate if they would
have been eligible to participate at the time they retired from the
Company.
3. PLAN ADMINISTRATION
(i) Minor Amendment Committee. Except as provided below, this Plan
shall be administered by the Minor Amendment Committee (the
"Minor Amendment Committee"). The Minor Amendment Committee
shall act by affirmative vote of a majority of its members at
a meeting or in writing without a meeting. The Minor Amendment
Committee shall appoint a secretary who may be but need not be
one of its own members. The
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secretary shall keep complete records of the administration of
the Plan. The Minor Amendment Committee may authorize each and
any one of its members to perform routine acts and to sign
documents on its behalf. To the extent necessary to maintain
any exemption under Rule 16b-3 or any successor rule ("Rule
16b-3") under the Securities Exchange Act of 1934 as to
certain officers of the Company, certain portions of this Plan
shall be administered by the Compensation Committee.
(ii) Plan Administration. The Minor Amendment Committee may appoint
such persons or establish such subcommittees, employ such
attorneys, agents, accountants or investment advisors
necessary or desirable to advise or assist it in the
performance of its duties hereunder, and the Minor Amendment
Committee may rely upon their respective written opinions or
certifications.
Administration of the Plan shall consist of interpreting and
carrying out the provisions of the Plan. The Minor Amendment
Committee shall, in its discretion, determine the eligibility
of employees to participate in the Plan, their rights while
Participants in the Plan and the nature and amount of benefits
to be received therefrom. The Minor Amendment Committee shall,
in its discretion, decide any disputes which may arise under
the Plan. The Minor Amendment Committee may provide rules and
regulations for the administration of the Plan consistent with
its terms and provisions. Any construction or interpretation
of the Plan and any determination of fact in administering the
Plan made in good faith by the Minor Amendment Committee shall
be final and conclusive for all Plan purposes.
(iii) Claims Procedure.
(a) The Minor Amendment Committee shall prescribe a form
for the presentation of claims under the terms of the
Plan.
(b) Upon presentation to the Minor Amendment Committee of a
claim on the prescribed form, the Minor Amendment
Committee shall make a determination of the validity
thereof. If the determination is adverse to the
claimant, the Minor Amendment Committee shall furnish
to the claimant within a reasonable period of time
after the receipt of the claim a written notice setting
forth the following:
(1) The specific reason or reasons for the denial;
(2) Specific reference to pertinent provisions of the
Plan on which the denial is based;
(3) A description of any additional material or
information necessary for the claimant to perfect
the claim and an explanation of why such material
or information is necessary; and
(4) An explanation of the Plan's claim review
procedure.
(c) In the event of a denial of a claim, the claimant may
appeal such denial to the Minor Amendment Committee for
a full and fair review of the adverse determination.
The claimant's request for review must
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be in writing and be made to the Minor Amendment
Committee within 60 days after receipt by the
claimant of the written notification required under
subsection (b) above. The claimant or his or her duly
authorized representative may submit issues and
comments in writing which shall be given full
consideration by the Minor Amendment Committee in its
review.
(d) The Minor Amendment Committee may, in its sole
discretion, conduct a hearing. A request for a hearing
will be given full consideration. At such hearing, the
claimant shall be entitled to appear and present
evidence and be represented by counsel.
(e) A decision on a request for review shall be made by the
Minor Amendment Committee not later than 60 days after
receipt of the request; provided, however, in the event
of a hearing or other special circumstances, such
decision shall be made not later than 120 days after
receipt of such request.
(f) The Minor Amendment Committee's decision on review
shall state in writing the specific reasons and
references to the Plan provisions on which it is based.
Such decision shall be immediately provided to the
claimant. In the event the claimant disagrees with the
findings of the Minor Amendment Committee, the matter
shall be referred to arbitration in accordance with
Section 14 hereof.
(g) The Minor Amendment Committee may allocate its
responsibilities among its several members, except that
all matters involving the hearing of and decision on
claims and the review of the determination of benefits
shall be made by the full Minor Amendment Committee. No
member of the Minor Amendment Committee shall
participate in any matter relating solely to himself or
herself.
4. DEFERRAL AND PAYMENT OF COMPENSATION
(i) Cash Incentive Deferral Election. A Participant can elect to
defer cash incentive compensation by completing and submitting
to the Company a cash deferral election form by December 31 of
each year. Such election shall apply to the Participant's cash
incentive compensation, if any, to be paid in the next
calendar year. A Participant's cash incentive deferral
election may apply to:
(a) 100% of the cash incentive compensation,
(b) any amount in excess of a specified dollar amount,
(c) any amount up to a specified dollar amount, or
(d) a specified percentage (in whole numbers) of the cash
incentive compensation.
(ii) Stock Option Gain Deferral Election. A Participant can elect
to defer receipt of Net Shares (defined below) of Common Stock
resulting from a stock-for-stock exercise of an exercisable
stock option issued to the
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Participant by completing and submitting to the Company an
irrevocable stock option deferral election at least six months
in advance of exercising the stock option (which exercise must
be done on or prior to the expiration of the stock option)
and, on or prior to the exercise date, delivering
personally-owned shares equal in value to the option exercise
price on the date of the exercise. At the time of the deferral
election, the Participant can also choose to use some of the
shares subject to the stock option to satisfy any FICA,
Medicare or any other taxes due upon the stock option
exercise. "Net Shares" means the difference between the number
of shares of Common Stock subject to the stock option exercise
and the number of shares of Common Stock delivered to satisfy
the stock option exercise price less any shares used to
satisfy FICA, Medicare or any other taxes due upon the stock
option exercise. A Participant may not revoke a stock option
gain deferral election after it is received by the Company. A
Participant may choose to defer receipt of all or only a
portion of the Net Shares to be received upon exercise of a
stock option. If only a portion of the Net Shares is deferred,
the balance will be issued at the time of exercise.
(iii) Restricted Stock/Restricted Stock Unit Deferral Election. A
Participant can elect to defer receipt of the shares of Common
Stock of the Company attributable to nonvested restricted
stock or restricted stock units under the Company's restricted
stock plan(s) by completing and submitting to the Company an
irrevocable restricted stock deferral election within the
period specified by the Minor Amendment Committee on the
applicable deferral election form and prior to the date such
restricted stock or restricted stock units become vested as
determined under the Company's various stock plans granting
restricted stock, as they may be amended from time to time. A
Participant may not revoke a restricted stock/restricted stock
unit deferral election after it is received by the Company. A
Participant may choose to defer receipt of all or only a
portion of the shares of Common Stock attributable to
nonvested restricted stock or the restricted stock units that
have been granted to the Participant by the Company. Any
election to defer receipt of shares of Common Stock
attributable to restricted stock shall result in the
restricted stock being cancelled and replaced with the mere
promise of the Company to pay deferred compensation (in the
form of deferred restricted stock units) pursuant to the terms
of the Plan.
(iv) Distribution of Deferred Cash Incentive and Common Stock. At
the time of a Participant's deferral election, a Participant
must also select a distribution date and a form of
distribution. The distribution date may be any date that is at
least one year subsequent to: (1) in the case of cash
incentive compensation, the date the cash incentive would
otherwise be payable; (2) in the case of stock option gain
deferrals, the exercise date for the related stock option; and
(3) in the case of deferrals related to restricted stock or
restricted stock units, the date such restricted stock or
restricted stock units are otherwise vested under the terms of
the Company's various stock plans granting restricted stock,
as they may be amended from time to time; provided that, in
all cases, the Participant's deferral election must provide
that distribution shall be made or commenced no later than the
date the Participant attains age 70.
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A Participant may elect to have deferred cash amounts paid or
Common Stock distributed, as the case may be, in a single
payment or in substantially equal annual installments for a
period not to exceed ten (10) years, or up to fifteen (15)
years for elections made until December 31, 1985, or in
another form requested by the Participant, in writing, and
approved by the Minor Amendment Committee. Common Stock
issuable under a single stock option grant or a single
restricted stock or restricted stock unit grant shall have the
same distribution date and form of distribution.
Notwithstanding the above, the following provisions shall
apply:
(a) If the employment of a Participant terminates for any
reason other than retirement prior to the date any cash
incentive compensation award would otherwise have been
made, then any cash deferral election made with respect
to such incentive compensation award shall not become
effective.
(b) If a stock option, as to which a Participant has made a
stock option gain deferral election, terminates prior
to the exercise date selected by the Participant, or if
the Participant dies or fails to deliver
personally-owned shares in payment of the exercise
price, then the deferral election shall not become
effective.
(c) In the event of the termination of employment of a
Participant other than by retirement, the Minor
Amendment Committee may, with sole and complete
discretion, if it determines that such distribution is
in the best interest of the Company, require that
distribution of all cash and Stock Units (as defined in
Section 8(i) below) allocated to a Participant's
Deferred Cash Accounts or Deferred Stock Unit Accounts
(as defined in Section 8(i) below) be accelerated and
distributed as of the first business day of the
calendar year next following the date of termination.
(d) As to all previous and future Plan years, a Participant
who (A) has elected a distribution date and
distribution in either a single distribution or
substantially equal installments and (B) is not within
twelve (12) months of the date that such deferred
amount, deferred Common Stock or the first installment
thereof would be distributed under this Plan, shall be
permitted to make no more than two amendments to the
initial election to defer distributions such that his
or her distribution date is either in the same calendar
year as the date of the distribution which would have
been made in the absence of such election amendment(s)
or is at least one year after the date of the
distribution which would have been made in the absence
of such election amendment(s). A Participant satisfying
the conditions set forth in the preceding sentence may
also amend such election so that his or her form of
distribution is changed to substantially equal annual
installments for a period not to exceed ten (10) years
or is changed to a single distribution.
(e) A Participant may, at any time prior or subsequent to
the commencement of cash benefit payments under this
Plan, elect in writing to have his or her form of
payment of any or all amounts due under this Plan
changed to an immediate lump-sum distribution
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which shall be paid within one (1) business day of
receipt by the Company of such request; provided that
the amount of any such lump-sum distribution shall be
reduced by an amount equal to the product of (X) the
total lump-sum distribution otherwise payable (based on
the value of the account as of the first day of the
month in which the lump-sum amount is paid, adjusted by
a pro-rata portion of the rate of return for the prior
month in which the lump-sum is paid, determined by
multiplying the actual rate of return for such prior
month by a fraction, the numerator of which is the
number of days in the month in which the request is
received prior to the date of payment, and the
denominator of which is the number of days in the
month), and (Y) the rate set forth in Statistical
Release H.15(519), or any successor publication, as
published by the Board of Governors of the Federal
Reserve System for one-year U.S. Treasury notes under
the heading "Treasury Constant Maturities" for the
first day of the calendar month in which the request
for a lump-sum distribution is received by the Company.
(f) A Participant may, at any time prior or subsequent to
the commencement of distribution of Common Stock under
this Plan, elect to have his or her form of
distribution of any or all distributions of Common
Stock to be made under this Plan changed to an
immediate single distribution which shall be made
within three (3) days of receipt by the Company of such
request; provided, that the number of shares of Common
Stock to be distributed in the single distribution
shall be reduced by the number of shares equal in value
to the product of (X) the number of Stock Units
allocated to the Participant's Deferred Stock Unit
Account, (Y) the mean of the high and low price of the
shares of Common Stock on the New York Stock Exchange
on the date of the request, and (Z) the rate set forth
in Statistical Release H.15(519), or any successor
publication as published by the Board of Governors of
the Federal Reserve System for one-year U.S. Treasury
notes under the heading "Treasury Constant Maturities"
for the first day of the calendar month in which the
request for a single Common Stock distribution is
received by the Company. Only whole numbers of shares
will be issued, with any fractional share amounts and
dividend equivalents not used to "purchase" additional
Stock Units paid in cash.
(g) At the time elected by the Participant for distribution
of Common Stock attributable to allocations under the
Participant's Deferred Stock Unit Account, the Company
shall issue to the Participant, within three (3) days
of the date of distribution, shares of Common Stock
equal to the number of Stock Units credited to the
Deferred Stock Unit Account and cash equal to any
dividend equivalent amounts which had not been used to
"purchase" additional Stock Units as provided below.
Prior to distribution and pursuant to any rules the
Committee may adopt, a Participant may authorize the
Company to withhold a portion of the shares of Common
Stock to be distributed for the payment of all federal,
state, local and foreign withholding taxes required to
be collected in respect of the distribution.
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(v) Rabbi Trust. The Company has established a Supplemental
Benefits Trust with Norwest Bank Minneapolis, N.A. as Trustee
to hold assets of the Company under certain circumstances as a
reserve for the discharge of the Company's obligations as to
deferred compensation under the Plan and certain other plans
of deferred compensation of the Company. In the event of a
"Change in Control" (as defined in Section 12 below), the
Company shall be obligated to immediately contribute such
amounts to the Trust as may be necessary to fully fund all
cash benefits payable under the Plan. Any Participant in the
Plan shall have the right to demand and secure specific
performance of this provision. All assets held in the Trust
remain subject only to the claims of the Company's general
creditors whose claims against the Company are not satisfied
because of the Company's bankruptcy or insolvency (as those
terms are defined in the Trust Agreement). No Participant has
any preferred claim on, or beneficial ownership interest in,
any assets of the Trust before the assets are paid to the
Participant and all rights created under the Trust, as under
the Plan, are unsecured contractual claims of the Participant
against the Company.
(vi) Common Stock Distribution. In the event of a Change of
Control, shares of Common Stock and cash attributable to Stock
Units and dividend equivalents credited to each Participant's
Deferred Stock Unit Account shall be immediately distributed
to the Participant.
5. DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED
ACCOUNTS
A deferred cash incentive compensation account ("Deferred Cash
Account") will be established on behalf of each Participant electing to
defer cash incentive compensation under Section 4(i) above, and the
amount of deferred cash incentive compensation will be credited to each
Participant's Deferred Cash Account as of the first of the month
coincident with or next following the month in which the deferral
becomes effective. Each Participant's Deferred Cash Account will be
credited monthly with a "rate of return" on the total deferred cash
incentive amount accruing as of the first of the month coincident with
or next following the date deferred cash incentive compensation is
credited to the Participant's Deferred Cash Account. Such "rate of
return" shall be based upon the actual investment performance of funds
in the VIP, or at such other rates as may be made available to
Participants from time to time pursuant to the provisions of the Plan.
A Participant may elect to have the "rate of return" credited to his or
her Deferred Cash Account at any of the following rates:
(a) the rate of return as from time to time earned by the
Fixed Income Fund of the VIP;
(b) the rate of return as from time to time earned by the
Equity Fund of the VIP; or
(c) any other rates of return of other funds or portfolios
established under a qualified benefit plan maintained
by the Company which the Minor Amendment Committee may
establish as an available rate of return under this
Plan.
7
Participants may elect to have any combination of the above "rates of
return" accrue on amounts in their Deferred Cash Account, from 1% to
100%, provided that the sum of the percentages attributable to such
rates with respect to each account equals 100%. A Participant may
change the "rate(s) of return" to be credited to his or her Deferred
Cash Account as of the first day of any month by notifying the Company,
in writing, of such election by the last business day of the preceding
month.
Each Participant's Deferred Cash Account will be credited monthly with
the "rate(s) of return" elected by the Participant until the amount in
each Participant's Deferred Cash Account is distributed to the
Participant on the distribution date(s) elected by the Participant.
Each Participant shall receive a periodic statement of the balance of
his or her Deferred Cash Account.
6. COMPANY CONTRIBUTIONS TO DEFERRED CASH ACCOUNTS
As of the first of the month coincident with or next following the
month in which a deferral is made hereunder, each Participant's
Deferred Cash Account will be credited with hypothetical interest in an
amount equal to 2 1/2% of the Participant's deferred cash incentive
compensation, or such amount as will otherwise equal the value of the
"Base Allocation" (as that term is defined in the VIP) which would have
been allocated to the Participant if the Participant had contributed
such deferred cash incentive compensation amount to the VIP. In
addition, as soon as practicable following the end of each fiscal year,
each Participant's Deferred Cash Account may be credited with
hypothetical interest in an amount not to exceed 2 1/2% of the
Participant's deferred cash incentive compensation, or such amount as
will otherwise equal the value of the "Variable Allocation" (as that
term is defined in the VIP) which would have been allocated to the
Participant if the Participant had contributed such deferred cash
incentive compensation amount to the VIP. Company contributions under
this Section 6 shall not be made as to deferrals which were included in
a Participant's earnable compensation under the General Mills
International Retirement Plan.
7. SHORT-TERM DEFERRALS
Notwithstanding the foregoing provisions of the Plan, the Company may
also permit Participants to elect to defer all or part of cash
incentive compensation, if any, to a date certain selected by the
Company within the taxable year it would otherwise be paid, upon
written notice to the Company received by December 31 of the preceding
calendar year. Interest shall be credited on such deferred cash amount
at a rate selected by the Company and communicated to the Participants
at the same time the availability of any such short-term deferral
opportunity is communicated to Participants.
8. DEFERRED STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS
(i) A deferred stock unit account ("Deferred Stock Unit Account")
will be established for each stock option grant covered by a
Participant election to defer the receipt of Common Stock
under Section 4(ii) above and, for each Net Share deferred, a
Stock Unit ("Stock Unit") will be credited to the Deferred
Stock Unit Account as of the date of the stock option
exercise. In addition, a Deferred Stock Unit Account will be
established for each grant of restricted stock or restricted
stock units covered by a Participant election to defer under
Section 4(iii) above and, for each share of
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Common Stock of the Company attributable to deferred
restricted stock or restricted stock units, a deferred Stock
Unit will be credited to the Participant's Deferred Stock Unit
Account. Participants may make elections, which shall become
effective six months after they are made, either to receive
dividend equivalent cash amounts on Stock Units currently or
to have the amounts reinvested. If the amounts are reinvested,
on each dividend payment date for the Company's Common Stock,
the Company will credit each Deferred Stock Unit Account with
an amount equal to the dividends paid by the Company on the
number of shares of Common Stock equal to the number of Stock
Units in the Deferred Stock Unit Account. Dividend equivalent
amounts credited to each Deferred Stock Unit Account shall be
used to hypothetically "purchase" additional Stock Units for
the Deferred Stock Unit Account at a price equal to the mean
of the high and low price of the Common Stock on the New York
Stock Exchange on the dividend date. No fractional Stock Units
will be credited. The Minor Amendment Committee may, in its
sole discretion, direct either that all dividend equivalent
amounts be paid currently or all such amounts be reinvested
if, for any reason, such Committee believes it is in the best
interest of the Company to do so. If the Participant fails to
make an election, the dividend equivalent amounts shall be
reinvested. Each Participant will receive a periodic statement
of the number of Stock Units in his or her Deferred Stock Unit
Account(s).
(ii) The Plan governs the deferral of receipt of Common Stock
issuable upon the exercise of stock options of the Company.
The stock options are governed by the stock option plan under
which they are granted. The Plan also governs the deferral of
restricted stock and restricted stock units issued by the
Company. The restricted stock and restricted stock units are
governed by the Company's policy(ies) for granting restricted
stock and restricted stock units under the Company's various
stock plans granting restricted stock, as they may be amended
from time to time. No stock options, restricted stock,
restricted stock units, or shares of Common Stock are
authorized to be issued under the Plan. Participants who elect
under the Plan to defer the receipt of Common Stock issuable
upon the exercise of stock options and Participants who elect
under the Plan to defer shares of Common Stock attributable to
restricted stock or the receipt of restricted stock units will
have no rights as stockholders of the Company with respect to
allocations made to their Deferred Stock Unit Account(s)
except the right to receive dividend equivalent allocations
under Section 8(i) above.
(iii) In the event that the Compensation Committee determines that
any dividend or other distribution (whether in the form of
cash, Common Stock, securities of a subsidiary of the Company,
other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or
exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock
or other securities of the Company, or other similar corporate
transaction or event affects the Common Stock such that an
adjustment to the Participants' allocations to their Deferred
Stock Unit Account(s) is appropriate to prevent reduction or
enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Compensation
Committee may, in its
9
sole discretion and in such manner as it may deem equitable,
adjust the Stock Units allocated to Participants' Deferred
Stock Unit Account(s).
9. FINANCIAL HARDSHIP PAYMENTS
In the event of a severe financial hardship occasioned by an emergency,
including, but not limited to, illness, disability or personal injury
sustained by the Participant or a member of the Participant's immediate
family, a Participant may apply to receive a distribution, including a
distribution of Common Stock related to allocations of Stock Units
under his or her Deferred Stock Unit Accounts earlier than initially
elected. Subject to Section 3(i), the Minor Amendment Committee may, in
its sole discretion, either approve or deny the request. The
determination made by the Minor Amendment Committee will be final and
binding on all parties. If the request is granted, the distributions
will be accelerated only to the extent reasonably necessary to
alleviate the financial hardship.
10. DEATH OF A PARTICIPANT
If the death of a Participant occurs before a full distribution of the
Participant's Deferred Cash Account(s) or Deferred Stock Unit
Account(s) is made, a single distribution shall be made to the
beneficiary designated by the Participant to receive such amounts. This
distribution shall be made as soon as practical following notification
that death has occurred. In the absence of any such designation, the
distribution shall be made to the personal representative, executor or
administrator of the Participant's estate.
11. IMPACT ON OTHER BENEFIT PLANS
The Company may maintain life, disability, retirement and/or savings
plans under which benefits earned or payable are related to earnings of
a Participant.
Life and disability plan benefits will generally be based upon the
earnings that a Participant would have earned in a given calendar year
in the absence of any deferral hereunder.
Retirement benefits under a qualified pension plan maintained by the
Company or an affiliate will be based upon earnings actually paid to a
Participant during any given Plan year. If a person terminates
employment with a right to a vested benefit under a qualified plan
maintained by the Company or an affiliate, and if the actual income for
pension purposes was reduced because of a cash deferral under this
Plan, the Company will provide a supplemental pension equal to the
difference between the actual benefit payable from the pension plan and
the benefit that such Participant would have been received had income
not been deferred. If such a supplemental benefit is due, such benefit
would be subject to all of the provisions and in accordance with the
terms and conditions of the Supplemental Retirement Plan of General
Mills, Inc. This supplemental retirement benefit will not apply to
Participants who terminate before becoming vested under the qualified
pension plan.
12. NON-ASSIGNABILITY OF INTERESTS
The interests herein and the right to receive distributions under this
Plan may not be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered, or
10
subjected to any charge or legal process, and if any attempt is made to
do so, or a Participant becomes bankrupt, the interests of the
Participant under the Plan may be terminated by the Minor Amendment
Committee, which, in its sole discretion, may cause the same to be held
or applied for the benefit of one or more of the dependents of such
Participant or make any other disposition of such interests that it
deems appropriate. Notwithstanding the foregoing, in the event a
Participant has received an overpayment from the Supplemental
Retirement Plan of General Mills, Inc. and has failed to repay such
amounts upon written demand of the Company, the Company shall be
authorized and empowered, at the discretion of the Company, to deduct
such amount from the Participant's Deferred Cash Account(s).
13. AMENDMENTS TO PLAN
The Company, or if specifically delegated, its delegate, reserves the
right to suspend, amend or otherwise modify or terminate this Plan at
any time, without notice. However, this Plan may not be suspended,
amended, otherwise modified, or terminated after a Change in Control
without the written consent of a majority of Participants determined as
of the day before such Change in Control occurs. A "Change in Control"
means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"1934 Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
1934 Act) of voting securities of the Company where
such acquisition causes such Person to own 20% or more
of the combined voting power of the then outstanding
voting securities of the Company entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not be deemed to result in
a Change in Control: (a) any acquisition directly from
the Company, (b) any acquisition by the Company, (c)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a
transaction that complies with clauses (a), (b), and
(c) of subsection (iii) below; and provided, further,
that if any Person's beneficial ownership of the
Outstanding Company Voting Securities reaches or
exceeds 20% as a result of a transaction described in
clause (a) or (b) above, and such Person subsequently
acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition
shall be treated as an acquisition that causes such
Person to own 20% or more of the Outstanding Company
Voting Securities; or
(ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be
considered as though such
11
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or
(iii) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the
assets of the Company ("Business Combination") or, if
consummation of such Business Combination is subject,
at the time of such approval by shareholders, to the
consent of any government or governmental agency, the
obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a
Business Combination pursuant to which (a) all or
substantially all of the individuals and entities who
were the beneficial owners of the Outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a
corporation that as a result of such transaction owns
the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business
combination of the Outstanding Company Voting
Securities, (b) no Person (excluding any employee
benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business
Combination or the combined voting power of the then
outstanding voting securities of such corporation
except to the extent that such ownership existed prior
to the Business Combination and (c) at least a majority
of the members of the board of directors of the
corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding any other provision of this Plan to the contrary and
except as provided in Section 3(i), the Minor Amendment Committee may,
in its sole discretion, direct that distributions be made before such
distributions are otherwise due to be made if, for any reason
(including, but not limited to a change in the tax or revenue laws of
the United States of America, a published ruling or similar
announcement issued by the Internal Revenue Service, a regulation
issued by the Secretary of the Treasury or his delegate, or a decision
by a court of competent jurisdiction involving a Participant or
beneficiary), such Committee believes that Participants or their
beneficiaries have recognized or
12
will recognize income for federal income tax purposes with respect to
distributions that are or will be distributed to such Participants
under the Plan before such distributions are scheduled to be paid. In
making this determination, the Minor Amendment Committee shall take
into account the hardship that would be imposed on Participants or
their beneficiaries by the payment of federal income taxes under such
circumstances.
14. ARBITRATION
(i) Any controversy or claim arising out of or relating to this
Plan, or any alleged breach of the terms or conditions
contained herein, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA") as such rules may
be modified herein.
(ii) An award rendered in connection with an arbitration pursuant
to this Section shall be final and binding and judgment upon
such an award may be entered and enforced in any court of
competent jurisdiction.
(iii) The forum for arbitration under this Plan shall be
Minneapolis, Minnesota and the governing law for such
arbitration shall be laws of the State of Minnesota.
(iv) Arbitration under this Section shall be conducted by a single
arbitrator selected jointly by the Company and the Participant
or Beneficiary, as applicable (the "Complainant"). If within
thirty (30) days after a demand for arbitration is made, the
Company and the Complainant are unable to agree on a single
arbitrator, three arbitrators shall be appointed. Each party
shall select one arbitrator and those two arbitrators shall
then select a third neutral arbitrator within thirty (30) days
after their appointment. In connection with the selection of
the third arbitrator, consideration shall be given to
familiarity with executive compensation plans and experience
in dispute resolution between parties, as a judge or
otherwise. If the arbitrators selected by the parties cannot
agree on the third arbitrator, they shall discuss the
qualifications of such third arbitrator with the AAA prior to
selection of such arbitrator, which selection shall be in
accordance with the Commercial Arbitration Rules of the AAA.
(v) If an arbitrator cannot continue to serve, a successor to an
arbitrator selected by a party shall be also selected by the
same party, and a successor to a neutral arbitrator shall be
selected as specified in subsection (d) of this Section. A
full rehearing will be held only if the neutral arbitrator is
unable to continue to serve or if the remaining arbitrators
unanimously agree that such a rehearing is appropriate.
(vi) The arbitrator or arbitrators shall be guided, but not bound,
by the Federal Rules of Evidence and by the procedural rules,
including discovery provisions, of the Federal Rules of Civil
Procedure. Any discovery shall be limited to information
directly relevant to the controversy or claim in arbitration.
(vii) The parties shall each be responsible for their own costs and
expenses, except for the fees and expenses of the arbitrators,
which shall be shared equally by the Company and the
Complainant.
13
15. EFFECTIVE DATE AND PLAN YEAR
This Plan became effective as of May 1, 1984. It shall operate on a
calendar year basis thereafter. The Plan was amended and restated
effective as of January 1, 1986; and amended as of February 9, 1987;
July 1, 1987; June 21, 1990; April 29, 1991; May 1, 1991; November 15,
1991; December 15, 1992, December 1, 1994, January 1, 1995, June 3,
1996, November 7, 1996, March 31, 1998 and December 1, 1999. The Plan
has been amended and restated effective as of January 1, 2001.
14
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/15/01 | | | | | | | DEF 14A |
| For Period End: | | 5/27/01 |
| | 1/1/01 | | 1 | | 15 |
| | 12/1/99 | | 15 |
| | 3/31/98 | | 15 |
| | 11/7/96 | | 15 |
| | 6/3/96 | | 15 |
| | 1/1/95 | | 15 |
| | 12/1/94 | | 15 |
| | 12/15/92 | | 15 |
| List all Filings |
3 Subsequent Filings that Reference this Filing
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