RESTRICTED STOCK UNIT AWARD

 
 
 
 
 
1
Exhibit 10.3
GENERAL ▇▇▇▇▇, INC.
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
AWARD
 
ED:
EXPIRATION
 
DATE
 
OF
 
RESTRICTED
PERIOD:
This Award is made
 
under the General ▇▇▇▇▇, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
(“Agreement”).
 
The Participant: (i) acknowledges
 
receipt of a
 
copy of the Plan
 
and Plan prospectus,
 
(ii) represents
that the
 
Participant has
 
carefully read
 
and is familiar
 
with the provisions
 
of this
 
Agreement and
 
the Plan,
 
and (iii)
hereby accepts the
 
Restricted Stock Units
 
subject to all
 
of the terms
 
and conditions set
 
forth herein, and
 
in the
 
Plan.
 
If
the Participant
 
does not
 
wish to
 
receive the
 
Restricted Stock
 
Units and/or
 
does not
 
consent and
 
agree to
 
the terms
and conditions on which the Restricted Stock Units are offered,
 
as set forth in this Agreement and the Plan, then the
Participant
 
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Participant
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Participant’s
 
failure to
 
reject this
 
Award
 
within this
 
60 day
 
period will
 
constitute the
 
Participant’s
acceptance of this Award
 
and all terms and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated on the above Grant Date,
 
is made by General ▇▇▇▇▇,
 
Inc., and made to the
 
person named above (the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award
 
of Units
. Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock, par value
USD 0.10 per
 
share (“Stock”). The
 
units granted pursuant
 
to this
 
Agreement are referred
 
to as
 
the “Restricted Stock
 
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
 
meanings ascribed to them under the Plan.
2.
Vesting/Payment
 
of Restricted Stock Units; Forfeiture.
(a)
Vesting/Payment
 
Schedule
. Restricted
 
Stock Units
 
shall vest
 
in tranches
 
,
 
each tranche
 
having
 
its own
 
12
month vesting period occurring
 
consecutively,
 
starting on the Grant
 
Date.
 
Vested
 
units in a tranche
 
shall be
paid on the respective Scheduled Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(b)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
 
the Restricted Stock Units awarded
hereunder
 
are subject
 
to forfeiture
 
if the
 
Participant’s
 
employment
 
with the
 
Company
 
or any
 
subsidiary or
affiliated companies (the “Company”)
 
terminates under certain
 
circumstances before the
 
respective Scheduled
Vesting
 
Dates, as herein provided.
 
(i)
Resignation
 
or
 
Termination
 
for
 
Cause.
 
If
 
the
 
Participant’s
 
employment
 
with
 
the
 
Company
 
is
terminated by either (i) resignation, or (ii) a discharge due to
 
Participant’s illegal activities, poor work
performance, misconduct or violation
 
of the Company’s
 
Code of Conduct, policies
 
or practices, then
these Restricted Stock Units, to
 
the extent they are
 
not previously vested as of
 
the Termination
 
Date,
shall for no consideration be cancelled and forfeited. For the avoidance of doubt, “Termination
 
Date”
for purposes
 
of this
 
Award
 
will be
 
deemed to
 
occur as
 
of the
 
date Participant
 
is no
 
longer actively
providing services as
 
an employee, unless otherwise
 
determined by the Company
 
in its sole
 
discretion,
and
 
no
 
vesting
 
shall
 
continue
 
during
 
any
 
notice
 
period
 
that
 
may
 
be
 
specified
 
under
 
contract
 
or
applicable law with
 
respect to such
 
termination, including any “garden
 
leave” or similar
 
period, except
as may otherwise be permitted in the Company’s
 
sole discretion.
 
 
2
(ii)
Involuntary Termination.
 
If the Participant’s employment with the Company
 
terminates involuntarily
at the
 
initiation
 
of the
 
Company
 
for any
 
reason other
 
than specified
 
in Plan
 
Section 11
 
(
Change
 
in
Control
),
 
or (i),
 
(iv) or
 
(v)
 
in this
 
section
 
2,
 
and
 
only
 
upon the
 
execution
 
(without
 
revoking)
 
of an
effective
 
general
 
legal
 
release
 
and
 
such
 
other
 
documents
 
as
 
are
 
satisfactory
 
to
 
the
 
Company,
 
the
following rules shall apply:
a)
In the event that at the
 
Termination
 
Date, the sum of the Participant’s
 
age and years of service
with the Company equals or
 
exceeds 70, all Restricted Stock Units
 
not previously vested shall
become vested
 
and be paid
 
based on
 
each tranche
 
on the respective
 
Scheduled Vesting
 
Dates
otherwise applicable to
 
each tranche. Notwithstanding
 
the previous sentence,
 
if the
 
Termination
Date is within
 
twelve months of
 
the Grant Date,
 
the Award
 
shall not fully
 
vest but rather
 
vest
on a pro rata
 
basis based on
 
employment completed
 
since grant prior
 
to the Termination
 
Date
within the
 
first year
 
of the
 
Restricted Period;
 
the Restricted
 
Stock Units
 
that vest
 
pursuant to
the previous
 
sentence
 
shall be
 
paid
 
on the
 
Scheduled Vesting
 
Date applicable
 
to the
 
tranche
under which they were awarded.
b)
In the event that at the
 
Termination
 
Date, the sum of the Participant’s
 
age and years of service
with the
 
Company is
 
less than
 
70, the
 
unvested Restricted
 
Stock Units
 
that are
 
in the
 
tranche
with
 
a
 
Scheduled
 
Vesting
 
Date
 
within
 
12
 
months
 
of
 
the
 
Termination
 
Date
 
shall
 
vest,
 
in
 
an
amount equal
 
to the
 
pro-rata amount
 
based on
 
employment completed
 
during the
 
relevant 12
month tranche vesting period.
 
All other unvested Restricted Stock Units shall be forfeited as of
the Termination
 
Date. All
 
Restricted Stock
 
Units that
 
vest under
 
this paragraph
 
shall be
 
paid
on the respective Scheduled Vesting
 
Date otherwise applicable to such tranche.
 
(iii)
Death
.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company during
 
any applicable
 
vesting period,
this Award shall become fully vested, effective
 
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
 
(iv)
Retirement.
 
If the termination of employment is due to
 
the Participant’s retirement on or after age 55
and completion
 
of at
 
least five
 
(5) years
 
of service
 
with the
 
Company,
 
all Restricted
 
Stock Units
 
in
unvested
 
tranches
 
shall
 
vest
 
and
 
be
 
paid
 
on
 
each
 
tranche’s
 
respective
 
Scheduled
 
Vesting
 
Date.
 
Notwithstanding
 
the above,
 
if the
 
Termination
 
Date is
 
within twelve
 
months of
 
the Grant
 
Date, the
Award
 
shall not
 
fully vest
 
but rather
 
vest on
 
a pro
 
rata basis based
 
on employment
 
completed since
grant prior to the Termination Date
 
within the first year of the Restricted Period; the Restricted Stock
Units
 
that
 
vest
 
pursuant
 
to
 
the
 
previous
 
sentence
 
shall
 
be
 
paid
 
on
 
the
 
Scheduled
 
Vesting
 
Date
applicable to the tranche under which they were awarded. The terms of this paragraph shall not apply
to a Participant who, prior to a
 
Change of Control, is terminated for cause
 
as described in (b)(i) above;
said Participant shall be treated as provided in (b)(i)
 
(v)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment is
 
due to the
 
divestiture, cessation,
transfer, or
 
spin-off of a
 
line of business or other
 
activity of the Company,
 
the Committee, in its
 
sole
discretion, shall determine the
 
conversion, vesting, or other
 
treatment of these Awards. Such treatment
shall
 
be
 
consistent
 
with
 
Code
 
Section 409A,
 
and
 
in
 
particular
 
will
 
take
 
into
 
account
 
whether
 
a
separation from service has occurred within the meaning of Code Section
 
409A.
3.
Dividend
 
Equivalents.
For
 
Restricted
 
Stock
 
Units
 
awarded
 
▇▇▇▇▇▇▇▇▇,
 
any
 
dividends
 
or
 
other
 
distributions
 
declared
payable on
 
the Company’s
 
Stock on
 
or after
 
the Grant
 
Date until
 
the Award
 
is settled
 
and/or forfeited
 
shall be
 
credited
notionally to the Participant in an amount equal to such declared dividends or other distributions on an equivalent number
of shares of Stock (“Dividend Equivalents”).
 
Dividend Equivalents so credited shall be paid if, and only to the
 
extent, the
underlying Restricted
 
Stock Units to
 
which they
 
relate become unrestricted
 
and vest, as
 
provided under
 
the terms of
 
the
Plan and this Agreement.
 
Dividend Equivalents credited
 
in respect to Restricted
 
Stock Units that are
 
forfeited under the
terms of
 
the Plan
 
and
 
this document,
 
are correspondingly
 
forfeited.
 
No interest
 
or other
 
earnings
 
shall be
 
credited
 
on
Dividend Equivalents.
 
Vested
 
Dividend Equivalents
 
shall be paid
 
in cash at
 
the same time
 
as the underlying
 
Restricted
Stock Units to which they relate.
4.
Settlement of
 
Restricted Stock
 
Units.
 
Settlement shall
 
be completed
 
as soon
 
as administratively
 
practicable but
 
in no
event later than
 
30 days after
 
the date the
 
Restricted Stock Units
 
vest, except where
 
such settlement following
 
a Section
409A Separation from Service requires a six-month delay. The Company will provide for settlement in the form of shares
 
 
 
3
of Stock.
 
Awards
 
subject to
 
proper deferral
 
elections shall
 
be deferred
 
into the
 
General ▇▇▇▇▇
 
Deferred
 
Compensation
Plan.
5.
Non-Transferability
.
 
The
 
Restricted
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
encumbered, disposed
 
of, or
 
otherwise transferred,
 
unless otherwise
 
provided in
 
the Plan or
 
this Agreement.
 
Upon any
attempt to transfer, assign,
 
pledge, hypothecate or
 
otherwise dispose of
 
the Restricted
 
Stock Units or
 
of such rights
 
contrary
to the provisions hereof or in the Plan,
 
the Restricted Stock Units and such rights shall
 
immediately become null and void.
6.
Withholding of
 
Tax
. The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or, if
 
different,
the subsidiary
 
or affiliated
 
company that
 
employs the
 
Participant (the
 
“Employer”), the
 
ultimate liability
 
for all
 
income
tax, social contributions,
 
payroll tax, fringe
 
benefits tax, payment
 
on account, hypothetical
 
tax or other
 
tax-related items
related to the
 
Participant’s
 
participation in
 
the Plan and
 
legally applicable
 
to the Participant
 
or deemed by
 
the Company
or the Employer in their discretion to
 
be an appropriate charge to the Participant even
 
if legally applicable to the Company
or the Employer
 
(“Tax-Related Items”), is and remains
 
the Participant’s responsibility and
 
may exceed the
 
amount actually
withheld
 
by the
 
Company or
 
the Employer,
 
if any.
 
The Participant
 
further
 
acknowledges that
 
the Company
 
and/or the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect of
 
the Restricted Stock Units,
 
including, but not limited
 
to, the grant, vesting,
 
the subsequent sale of
 
shares
of Stock acquired
 
pursuant to such
 
vesting and the
 
receipt of any
 
dividends,
 
or dividend equivalents;
 
and (b) do not
 
commit
to and are under
 
no obligation to structure
 
the terms of the
 
grant or any aspect
 
of the Restricted Stock
 
Units to reduce or
eliminate the Participant’s liability for Tax
 
-Related Items or achieve any particular tax result. Further, if the Participant is
subject to Tax-Related Items in more than one jurisdiction
 
between the Grant Date and the date of any relevant taxable or
tax
 
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax
 
withholding event, as applicable, the Participant agrees to make
 
adequate arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of the following:
 
(i) withholding
 
from the
 
Participant’s
 
wages or other
 
cash compensation
 
paid to the
 
Participant by
 
the
Company and/or the Employer; (ii) withholding from the shares
 
of Stock to be delivered upon settlement of
 
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates,
 
including maximum
 
applicable rates, in
 
which case the
 
Participant will receive
 
a refund of
any over-withheld amount and will have no entitlement
 
to the share equivalent. If the obligation for Tax
 
-Related Items is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Restricted
 
Stock
 
Units,
 
for
 
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
 
Restricted Stock
Units, notwithstanding
 
that a number
 
of shares
 
of Stock
 
are held
 
back solely
 
for the purpose
 
of paying
 
the Tax
 
-Related
Items. The
 
Participant will
 
have no
 
further rights
 
with respect
 
to any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be
 
required to withhold
 
or account for as
 
a result of the
 
Participant’s participation
 
in the Plan that
 
cannot
be satisfied by the
 
means previously described.
 
The Company may refuse
 
to issue or deliver shares
 
of Stock or proceeds
from the
 
sale of shares
 
of Stock until
 
arrangements satisfactory
 
to the Company
 
have been made
 
in connection with
 
the
Tax-Related Items.
7.
Restrictive Covenants;
 
Confidential Information
. The
 
Participant agrees
 
to cooperate
 
with the
 
Company in
 
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
 
document.
 
As a term and condition of this
Award,
 
Participant agrees to the following terms:
 
a.
I agree to use
 
General ▇▇▇▇▇ Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
 
4
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
▇▇▇▇▇
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
Prior to leaving
 
the Company,
 
I agree to
 
return all materials
 
in my possession
 
containing Confidential
Information, as well
 
as all other
 
documents and other
 
tangible items provided
 
to me by
 
General ▇▇▇▇▇,
or developed by me in connection with my employment with the Company.
b.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General ▇▇▇▇▇, and (B) which competes with General ▇▇▇▇▇ products, brand
categories, processes, or related services.
 
c.
I agree that for one year after I leave General ▇▇▇▇▇, 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.
d.
I agree that after I
 
leave General ▇▇▇▇▇, including
 
retiring from the Company,
 
I will indefinitely refrain
from
 
using
 
Company
 
client
 
or
 
contact
 
lists,
 
and
 
for
 
two
 
years
 
I
 
will
 
refrain
 
from
 
soliciting
 
the
Company’s customers.
A breach
 
of the
 
obligations set
 
forth in
 
this paragraph
 
may result
 
in the
 
rescission of
 
the Award,
 
termination and
forfeiture of any unvested Units, and/or required payment
 
to the Company of all or a portion of any monetary gains
acquired by
 
the Participant
 
as a
 
result of
 
the Award,
 
unless the
 
Award
 
vested and
 
was settled
 
more than
 
four (4)
years prior to
 
the breach.
 
The foregoing remedies
 
are in addition
 
to, and not
 
in lieu of
 
injunctive relief and/or
 
any
other legal or equitable remedies available under applicable law.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and agrees
 
that:
(a)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(b)
the grant of
 
the Restricted Stock
 
Units is voluntary
 
and occasional and
 
does not create
 
any contractual
or other right to receive future
 
grants of restricted stock units, or
 
benefits in lieu of restricted
 
stock units,
even if restricted stock units or other
 
awards have been granted in the past;
(c)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(d)
the Participant’s participation
 
in the Plan is voluntary;
 
 
5
(e)
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer,
 
as applicable,
 
to terminate
 
the Participant’s
 
employment relationship
 
(as otherwise
 
may be
permitted under local law);
(f)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
 
Stock acquired
upon vesting of
 
the Restricted Stock
 
Units, and the income
 
from and value of
 
same, are not granted
 
as
consideration
 
for,
 
or in
 
connection with,
 
any service
 
the Participant
 
may provide
 
as a
 
director of
 
any
subsidiary or affiliate of the Company;
(g)
the Restricted Stock Units and any shares of Stock acquired under the Plan and the income and value of
same,
 
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
(h)
the future value
 
of the
 
shares of
 
Stock underlying the
 
Restricted Stock Units
 
is unknown, indeterminable,
and cannot be predicted with certainty;
 
(i)
upon vesting of
 
the Restricted Stock Units,
 
the value of such
 
shares of Stock may
 
increase or decrease
in value;
 
(j)
no claim or
 
entitlement to compensation
 
or damages shall
 
arise from forfeiture
 
of the Restricted Stock
Units
 
resulting
 
from
 
termination
 
of
 
the
 
Participant’s
 
employment
 
(for
 
any
 
reason
 
whatsoever
 
and
whether or not in
 
breach of local labor
 
laws or later found
 
invalid) and, in consideration
 
of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
 
the Employer;
(k)
the Restricted Stock Units and the rights evidenced by this Agreement do not create any entitlement not
otherwise
 
specifically
 
provided
 
for
 
in
 
the
 
Plan
 
to
 
have
 
the
 
Restricted
 
Stock
 
Units
 
transferred
 
to,
 
or
assumed by,
 
another company,
 
nor to
 
be exchanged,
 
cashed out
 
or substituted
 
for,
 
in connection
 
with
any corporate transaction affecting the shares of Stock; and
(l)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency
 
and the
 
U.S. dollar
 
that may
 
affect
the value of the Restricted
 
Stock Units or any amounts due
 
to the Participant pursuant to the
 
vesting of
the Restricted
 
Stock Units
 
or the
 
subsequent sale
 
of any
 
shares of
 
Stock acquired
 
upon vesting
 
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
 
the information
provided in this Section
 
9 and, where applicable,
 
declare the Participant’s
 
consent to the processing
 
of personal data by
the Company and the third parties stated below.
 
If the Participant is
 
based in the European Union (“EU”), European Economic Area (“EEA”)
 
or United Kingdom, please
note
 
that General
 
▇▇▇▇▇, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
▇▇▇▇▇ Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the
 
controller responsible for the processing of
 
the Participant’s personal data in connection
 
with the Agreement
and the Plan.
(a)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information
 
about the
 
Participant, specifically,
 
the Participant’s
 
name, home address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company
 
or any
 
affiliated
 
company,
 
details
 
of all
 
Restricted
 
Stock
 
Units
 
or any
 
other
 
entitlement
 
to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the
 
Company receives
 
from
 
the Participant
 
or the
 
Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
 
 
 
 
 
 
 
6
If the Participant is based
 
in the EU, EEA or United
 
Kingdom, the legal basis for the
 
processing of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’s
 
consent as further described below.
(b)
Stock
 
Plan
 
Administration
 
Service
 
Providers.
 
The
 
Company
 
transfers
 
Data
 
to
 
E*TRADE
 
Financial
Corporate
 
Services,
 
Inc.
 
(including
 
its
 
affiliated
 
companies),
 
an
 
independent
 
service
 
provider
 
which
assists the
 
Company with the
 
implementation, administration and management
 
of the
 
Plan.
 
In the future,
the Company
 
may select a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service provider.
 
The Company’s
 
service provider will
 
maintain an account for the
 
Participant to
administer the
 
Restricted Stock
 
Units. The
 
processing
 
of Data
 
will take
 
place through
 
both electronic
and non-electronic
 
means. Data
 
will only
 
be accessible
 
by those
 
individuals requiring
 
access to it
 
for
purposes of implementing, administering and operating the Plan.
(c)
International Data Transfers. The Company and its service
 
providers are based in the United States and
India. The
 
Participant’s
 
country or
 
jurisdiction may
 
have different
 
data privacy
 
laws and
 
protections
than the
 
United States
 
and India. An
 
appropriate level
 
of protection
 
can be achieved
 
by implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based
 
in any other jurisdiction, the
 
Data will be transferred from
 
the Participant’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Participant’s
 
consent, as further described below.
(d)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage the
 
Participant’s
 
participation in
 
the Plan,
 
or as
 
required
 
to comply
 
with legal
 
or regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Participant
 
is in
 
the EU,
 
EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
 
the Participant
 
is
outside the EU, EEA or United Kingdom).
(e)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s jurisdiction. Subject to the conditions
 
set out
 
in the
 
applicable law and
 
depending on where
the Participant is based, such rights may include the
 
right to (i) request access to, or copies of, the
 
Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii) lodge complaints with competent authorities in the Participant’s
 
jurisdiction, and/or to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Participant can contact
 
HR Direct.
(f)
Necessary Disclosure of Personal
 
Data. The Participant understands that providing
 
the Company with
Data is
 
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Participant’s
 
refusal
 
to provide
the
 
Data
 
would
 
make
 
it impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
affect the Participant’s
 
ability to participate in the Plan.
(g)
Declaration of Consent (if
 
the Participant is
 
outside the EU,
 
EEA and United
 
Kingdom). The Participant
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Participant’s
 
participation in the Plan.
 
The Participant understands that
 
the Participant
may,
 
at any
 
time, refuse
 
or withdraw
 
the consents
 
herein,
 
in any
 
case without
 
cost, by
 
contacting HR
Direct.
 
If
 
the
 
Participant
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Participant’s
 
consent,
 
the
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Participant’s
consequence of
 
refusing or
 
withdrawing consent
 
is that
 
the Company
 
would not
 
be able
 
to award
 
the
Participant
 
Restricted
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
 
administer
 
or
maintain
 
such awards.
 
Therefore,
 
the Participant
 
understands
 
that refusing
 
or withdrawing
 
consent
 
 
 
 
 
 
 
7
may affect the
 
Participant’s
 
ability to participate
 
in the Plan.
 
For more information on the
 
consequences
of refusal to consent or withdrawal of consent,
 
the Participant should contact HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
11.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Market Abuse Laws
. By participating in
 
the Plan, the
 
Participant agrees to
 
comply with the
 
Company’s
policy on
 
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (to
 
the extent that
 
it is applicable
 
to the Participant),
 
the Participant further
 
acknowledges that,
depending
 
on the
 
Participant’s
 
or
 
his
 
or
 
her
 
broker’s
 
country
 
of residence
 
or where
 
the shares
 
of
 
Stock
 
are
 
listed,
 
the
Participant may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
 
acquire, sell
 
or otherwise
 
dispose of
 
shares of
 
Stock, rights
 
to shares
 
of Stock
 
(e.g., restricted
 
stock units)
 
or
rights linked to the value
 
of shares of Stock, during
 
such times the Participant is
 
considered to have “inside
 
information”
regarding the Company
 
as defined by the
 
laws or regulations in
 
the Participant’s
 
country. Local
 
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information
 
to any third party
(other than on a “need
 
to know” basis) and (ii) “tipping”
 
third parties or causing them
 
otherwise to buy or sell
 
securities.
The Participant
 
understands that
 
third parties
 
include fellow
 
employees. Any
 
restriction under
 
these laws or
 
regulations
are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed under any
 
applicable Company ▇▇▇▇▇▇▇
 
▇▇▇▇▇▇▇
policy.
 
The Participant acknowledges that it
 
is the Participant’s
 
responsibility to comply with any
 
applicable restrictions,
and that the Participant should therefore consult the Participant’s
 
personal advisor on this matter.
12.
Electronic Delivery
. The Participant agrees, to
 
the fullest extent permitted by
 
law, in lieu of receiving documents in
 
paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
otherwise, the
 
Participant hereby
 
consents to participate
 
in the Plan
 
through such
 
system, intranet,
 
or website, including
but not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
13.
English Language
. The Participant acknowledges and agrees that
 
it is the Participant’s express intent that this
 
Agreement
and
 
the
 
Plan
 
and
 
all
 
other
 
documents,
 
notices
 
and
 
legal
 
proceedings
 
entered
 
into,
 
given
 
or
 
instituted
 
pursuant
 
to
 
the
Restricted
 
Stock
 
Units
 
be
 
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Participant
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
Agreement, the Plan, or any
 
other documents relating to this
 
Award in a language other than English, the
 
English language
documents will prevail in case of any ambiguities or divergences
 
as a result of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
 
Addendum to this Agreement (the “Addendum”). Moreover,
 
if the
Participant transfers to one of the countries included in such
 
Addendum, the special terms and conditions for such country
will apply
 
to the
 
Participant, to
 
the extent
 
the Company
 
determines that
 
the application
 
of such
 
terms and
 
conditions is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
 
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
registration
 
statement,
 
prospectus or
 
other
 
filings
 
with the
 
local
 
securities
 
authorities
 
(unless otherwise
 
required
 
under
local law), and the award of
 
the Restricted Stock Units is not subject
 
to the supervision of the local
 
securities authorities.
No employee of
 
the Company or
 
any of its Subsidiaries
 
or affiliated companies
 
is permitted to
 
advise the Participant
 
on
whether he/she
 
should
 
participate in
 
the Plan.
 
Acquiring shares
 
of Stock
 
involves a
 
degree
 
of risk.
 
Before
 
deciding
 
to
participate in
 
the Plan,
 
the Participant
 
should carefully
 
consider all risk
 
factors relevant
 
to the acquisition
 
of shares
 
of
Stock
 
under
 
the
 
Plan
 
and
 
carefully
 
review
 
all
 
of
 
the
 
materials
 
related
 
to
 
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Plan.
 
In
addition, the Participant should consult with his/her personal advisor for professional
 
investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate all
 
payments attributable to the shares of
 
Stock
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
 
regulations
 
in
 
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees
 
to take any
and
 
all
 
actions,
 
and
 
consent
 
to
 
any
 
and
 
all
 
actions
 
taken
 
by
 
the
 
Company
 
and
 
any
 
of
 
its
 
Subsidiaries
 
and
 
affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
 
rules and/or
 
regulations in
 
the Participant’s
 
country
 
of employment
 
(and country
 
of residence,
 
if different).
Finally,
 
the Participant
 
agrees to
 
take any
 
and all
 
actions as
 
may be
 
required to
 
comply with
 
the Participant’s
 
personal
 
 
 
 
 
 
 
8
obligations under local laws, rules
 
and/or regulations in the Participant’s country of employment and
 
country of residence,
if different).
17.
Imposition of Other
 
Requirements.
 
The Company reserves
 
the right to
 
impose other requirements
 
on the Participant’s
participation in the Plan, on
 
the Restricted Stock Units, and on
 
any shares of Stock acquired under
 
the Plan, to the extent
the Company determines
 
it is necessary or
 
advisable for legal or
 
administrative reasons, and
 
to require the Participant
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
18.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of
 
the
 
Plan,
 
including,
 
without
 
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
Restricted
 
Stock
 
Units.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
submitted
 
to
 
the
 
Committee
 
or
 
its
 
delegate
 
who
 
shall
 
have
 
the
 
discretionary
 
authority
 
to
 
construe
 
the
 
terms
 
of
 
this
Agreement, the Plan, and
 
all documents ancillary to
 
this Award.
 
The decisions of the
 
Committee or its delegate shall
 
be
final and binding
 
and any reviewing court
 
of law or other
 
party shall defer
 
to its decision,
 
overruling if, and
 
only if, it
 
is
arbitrary and capricious. In no way is
 
it intended that this review standard subject the Plan
 
or Award to the U.S. Employee
Retirement Income Security Act
.
19.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Participant.
20.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
17,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
21.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
 
22.
Waiver
.
 
The
 
waiver
 
by
 
the
 
Company
 
with
 
respect
 
to
 
Employee’s
 
(or
 
any
 
other
 
participant’s)
 
compliance
 
with
 
any
provision of this Agreement shall
 
not operate or be construed as
 
a waiver of any other provision
 
of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
 
under Investor Information/Annual Reports.
 
GENERAL ▇▇▇▇▇, INC.
 
 
 
 
 
 
9
GENERAL ▇▇▇▇▇, INC.
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
 
NUMBER
 
OF
 
UNITS
 
SUBJECT
TO AWARD:
EXPIRATION DATE
 
OF RESTRICTED
PERIOD:
This Award is made
 
under the General ▇▇▇▇▇, Inc. 2022 Stock Compensation
 
Plan (the "Plan"), and is subject to the
terms
 
and
 
conditions
 
contained
 
in
 
the
 
Plan
 
document
 
and
 
this
 
Restricted
 
Stock
 
Unit
 
Award
 
Agreement
(“Agreement”).
 
The Participant: (i) acknowledges
 
receipt of a
 
copy of the Plan
 
and Plan prospectus,
 
(ii) represents
that the
 
Participant has
 
carefully read
 
and is familiar
 
with the provisions
 
of this
 
Agreement and
 
the Plan,
 
and (iii)
hereby accepts the
 
Restricted Stock Units
 
subject to all
 
of the terms
 
and conditions set
 
forth herein, and
 
in the
 
Plan.
 
If
the Participant
 
does not
 
wish to
 
receive the
 
Restricted Stock
 
Units and/or
 
does not
 
consent and
 
agree to
 
the terms
and conditions on which the Restricted Stock Units are offered,
 
as set forth in this Agreement and the Plan, then the
Participant
 
must
 
reject
 
this
 
Award
 
via
 
the
 
website
 
of
 
the
 
Company’s
 
designated
 
broker,
 
no
 
later
 
than
 
60
 
days
following
 
the
 
Grant
 
Date.
 
If
 
the
 
Participant
 
rejects
 
this
 
Award,
 
this
 
Award
 
will
 
immediately
 
be
 
forfeited
 
and
cancelled.
 
The Participant’s
 
failure to
 
reject this
 
Award
 
within this
 
60 day
 
period will
 
constitute the
 
Participant’s
acceptance of this Award
 
and all terms and conditions of this Award,
 
as set forth in this Agreement and the Plan.
THIS AWARD,
 
dated on the above Grant Date,
 
is made by General ▇▇▇▇▇,
 
Inc., and made to the
 
person named above (the
"Participant" or referred to as “I”, “you”,
 
or “my”) (“Award”).
1.
Award
 
of Units
. Each unit
 
awarded represents
 
the right
 
to receive
 
one share
 
of the
 
Company common
 
stock, par value
USD 0.10 per
 
share (“Stock”). The
 
units granted pursuant
 
to this
 
Agreement are referred
 
to as
 
the “Restricted Stock
 
Units”.
Except as otherwise defined herein, capitalized terms shall have the same
 
meanings ascribed to them under the Plan.
2.
Vesting of
 
Restricted Stock Units; Forfeiture of Restricted Stock Units.
(c)
Vesting Schedule
. Restricted Stock
 
Units shall vest
 
in tranches, each
 
tranche having its
 
own 12 month
 
vesting
period
 
occurring consecutively,
 
starting on
 
the Grant
 
Date.
 
Vested
 
units in
 
a tranche
 
shall be
 
paid
 
on the
respective Scheduled Vesting
 
Date, subject to the terms of this Agreement and the Plan.
 
Tranche
Number of Units
Scheduled Vesting
 
Date
(d)
Forfeiture of Restricted Stock Units
. The Participant acknowledges that
 
the Restricted Stock Units awarded
hereunder
 
are subject
 
to forfeiture
 
if the
 
Participant’s
 
employment
 
with the
 
Company
 
or any
 
subsidiary or
affiliated companies (the “Company”)
 
terminates under certain
 
circumstances before the
 
respective Scheduled
Vesting
 
Dates, as herein provided.
 
(vi)
Termination
 
for
 
Cause.
 
If
 
the
 
Participant’s
 
employment
 
with
 
the
 
Company
 
is
 
terminated
 
by
 
a
discharge due to Participant’s illegal activities, poor
 
work performance, misconduct or violation
 
of the
Company’s
 
Code of
 
Conduct, policies
 
or practices,
 
then these
 
Restricted Stock
 
Units, to
 
the extent
they
 
are
 
not
 
fully
 
vested
 
as
 
of
 
the
 
Termination
 
Date,
 
shall
 
for
 
no
 
consideration
 
be
 
cancelled
 
and
forfeited in their entirety. For the avoidance
 
of doubt, “Termination Date” for purposes of this Award
will
 
be
 
deemed
 
to
 
occur
 
as
 
of
 
the
 
date
 
Participant
 
is
 
no
 
longer
 
actively
 
providing
 
services
 
as
 
an
employee,
 
unless otherwise
 
determined
 
by the
 
Company in
 
its sole
 
discretion, and
 
no vesting
 
shall
continue during any notice period that may be specified under contract or applicable law with respect
to
 
such
 
termination,
 
including
 
any
 
“garden
 
leave”
 
or
 
similar
 
period,
 
except
 
as
 
may
 
otherwise
 
be
permitted in the Company’s sole discretion.
(vii)
Involuntary
 
Termination/Early
 
Retirement.
 
If
 
the
 
Participant’s
 
employment
 
by
 
the
 
Company
terminates involuntarily
 
at the initiation
 
of the
 
Company for
 
any reason
 
other than
 
specified in
 
Plan
Section 11, or (i), (iv) or (v) herein or if
 
the Participant retires on or after age
 
55 but before age 62, the
 
 
 
 
10
unvested
 
Restricted
 
Stock
 
Units
 
that
 
are
 
in
 
the
 
tranche
 
with
 
a
 
Scheduled
 
Vesting
 
Date
 
within
 
12
months
 
of
 
the
 
Termination
 
Date
 
shall
 
vest,
 
in
 
an
 
amount
 
equal
 
to
 
the
 
pro-rata
 
amount
 
based
 
on
employment
 
completed
 
during
 
the
 
relevant
 
12
 
month
 
tranche
 
vesting
 
period.
 
All
 
other
 
unvested
Restricted Stock Units shall
 
be forfeited as
 
of the Termination
 
Date. Restricted Stock
 
Units that vest
under
 
this
 
paragraph
 
shall
 
be
 
paid
 
(or
 
deferred,
 
if
 
properly
 
elected)
 
on
 
the
 
respective
 
Scheduled
Vesting
 
Date
 
otherwise
 
applicable
 
to
 
such
 
tranche.
 
No
 
Restricted
 
Stock
 
Units
 
shall
 
vest
 
upon
involuntary termination under this provision without the
 
execution (without revoking) of an effective
general legal release and such other documents as are satisfactory to
 
the Company.
(viii)
Death
.
 
If a
 
Participant dies
 
while employed
 
by the
 
Company during
 
any applicable
 
vesting period,
this Award shall become fully vested, effective
 
as of the date of death, and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately designated.
 
(ix)
Normal Retirement.
If the termination of employment is due to the Participant’s retirement on or after
age 62, all Restricted Stock Units in unvested tranches shall vest, and be paid (or deferred, if properly
elected)
 
on
 
each
 
tranche’s
 
respective
 
Scheduled
 
Vesting
 
Date.
 
Notwithstanding
 
the
 
above,
 
if
 
the
Termination Date is within twelve months of the Grant
 
Date, the Award shall not fully vest but rather
vest on
 
a pro
 
rata basis
 
based on
 
employment completed
 
since Grant
 
Date to
 
the Termination
 
Date
within the
 
first year
 
of
 
the Restricted
 
Period.
 
Restricted Stock
 
Units that
 
vest under
 
this paragraph
shall be
 
paid
 
(or deferred,
 
if properly
 
elected) on
 
the respective
 
Scheduled
 
Vesting
 
Date otherwise
applicable to such
 
tranche. Notwithstanding the
 
above, the terms of
 
this paragraph shall
 
not apply to
a Participant who, prior to a Change of Control, is terminated for cause as described
 
in (b)(i) above.
 
(x)
Spin-offs and Other
 
Divestitures.
 
If the termination
 
of employment is
 
due to the
 
divestiture, cessation,
transfer, or
 
spin-off of a
 
line of business or other
 
activity of the Company,
 
the Committee, in its
 
sole
discretion, shall determine the
 
conversion, vesting, or other
 
treatment of these Awards. Such treatment
shall
 
be
 
consistent
 
with
 
Code
 
Section 409A,
 
and
 
in
 
particular
 
will
 
take
 
into
 
account
 
whether
 
a
separation from service has occurred within the meaning of Code Section
 
409A.
3.
Dividend Equivalents.
Any dividends
 
or other
 
distributions declared
 
payable on
 
the Company’s
 
Stock on
 
or after
 
the
Grant Date
 
of this
 
Award
 
until the
 
Award
 
is settled
 
and/or forfeited
 
shall be
 
credited notionally
 
to the
 
Participant in
 
an
amount equal
 
to such
 
declared dividends
 
or other
 
distributions on
 
an equivalent
 
number of
 
shares of
 
Stock (“Dividend
Equivalents”).
 
Dividend Equivalents so credited
 
shall be paid if,
 
and only to the
 
extent, the underlying
 
Restricted Stock
Units to
 
which
 
they
 
relate become
 
unrestricted
 
and
 
vest, as
 
provided
 
under the
 
terms of
 
the Plan
 
and
 
this Agreement.
 
Dividend Equivalents credited
 
in respect to
 
Restricted Stock Units
 
that are forfeited
 
under the terms
 
of the Plan
 
and this
document, are correspondingly forfeited.
 
No interest or other earnings shall be credited
 
on Dividend Equivalents.
 
Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Restricted Stock Units to which they relate.
4.
Settlement of
 
Restricted Stock
 
Units.
 
Settlement shall
 
be completed
 
as soon
 
as administratively
 
practicable but
 
in no
event later than 30 days after the
 
date on which payment is supposed to be
 
made under this Agreement, except where such
settlement following a Section 409A
 
Separation from Service requires
 
a six-month delay.
 
The Company will provide for
settlement in the form of shares of Stock.
5.
Non-Transferability
.
 
The
 
Restricted
 
Stock
 
Units
 
may
 
not
 
be
 
sold,
 
assigned,
 
pledged,
 
exchanged,
 
hypothecated,
encumbered, disposed
 
of, or
 
otherwise transferred,
 
unless otherwise
 
provided in
 
the Plan or
 
this Agreement.
 
Upon any
attempt to transfer, assign,
 
pledge, hypothecate or
 
otherwise dispose of
 
the Restricted
 
Stock Units or
 
of such rights
 
contrary
to the provisions hereof or in the Plan,
 
the Restricted Stock Units and such rights shall
 
immediately become null and void.
6.
Withholding of
 
Tax
. The Participant acknowledges
 
that, regardless of
 
any action taken by
 
the Company or, if
 
different,
the subsidiary
 
or affiliated
 
company that
 
employs the
 
Participant (the
 
“Employer”), the
 
ultimate liability
 
for all
 
income
tax, social contributions,
 
payroll tax, fringe
 
benefits tax, payment
 
on account, hypothetical
 
tax or other
 
tax-related items
related to the
 
Participant’s
 
participation in
 
the Plan and
 
legally applicable
 
to the Participant
 
or deemed by
 
the Company
or the Employer in their discretion to
 
be an appropriate charge to the Participant even
 
if legally applicable to the Company
or the Employer
 
(“Tax-Related Items”), is and remains
 
the Participant’s responsibility and
 
may exceed the
 
amount actually
withheld
 
by the
 
Company or
 
the Employer,
 
if any.
 
The Participant
 
further
 
acknowledges that
 
the Company
 
and/or the
Employer (a)
 
make no
 
representations or
 
undertakings
 
regarding the
 
treatment of
 
any Tax
 
-Related Items
 
in connection
with any aspect of
 
the Restricted Stock Units,
 
including, but not limited
 
to, the grant, vesting,
 
the subsequent sale of
 
shares
of Stock
 
acquired pursuant
 
to such vesting
 
and the receipt
 
of any
 
dividends; and
 
(b) do not
 
commit to
 
and are
 
under no
obligation
 
to
 
structure
 
the
 
terms
 
of
 
the
 
grant
 
or
 
any
 
aspect
 
of
 
the
 
Restricted
 
Stock
 
Units
 
to
 
reduce
 
or
 
eliminate
 
the
 
11
Participant’s
 
liability for
 
Tax-Related
 
Items or
 
achieve any
 
particular tax
 
result. Further,
 
if the
 
Participant is
 
subject to
Tax-Related
 
Items
 
in
 
more
 
than
 
one
 
jurisdiction
 
between
 
the
 
Grant
 
Date
 
and
 
the
 
date
 
of
 
any
 
relevant
 
taxable
 
or
 
tax
withholding
 
event,
 
as
 
applicable,
 
the
 
Participant
 
acknowledges
 
that
 
the
 
Company
 
and/or
 
the
 
Employer
 
(or
 
former
employer, as applicable) may be required
 
to withhold or account for Tax
 
-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax
 
withholding event, as applicable, the Participant agrees to make
 
adequate arrangements
satisfactory to the
 
Company and/or the
 
Employer to
 
satisfy all
 
Tax-Related Items. In this
 
regard, unless
 
otherwise approved
by the Committee, the Company shall satisfy the
 
obligations with regard to all Tax-Related Items by one or
 
a combination
of the following:
 
(i) withholding
 
from the
 
Participant’s
 
wages or other
 
cash compensation
 
paid to the
 
Participant by
 
the
Company and/or the Employer; (ii) withholding from the shares
 
of Stock to be delivered upon settlement of
 
the Restricted
Stock Units or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares of Stock.
Depending
 
on
 
the
 
withholding
 
method,
 
the
 
Company
 
may
 
withhold
 
or
 
account
 
for
 
Tax-Related
 
Items
 
by
 
considering
applicable statutory
 
withholding rates
 
(as determined
 
by the
 
Company
 
in good
 
faith and
 
in its
 
sole discretion)
 
or other
applicable withholding rates,
 
including maximum
 
applicable rates, in
 
which case the
 
Participant will receive
 
a refund of
any over-withheld amount and will have no entitlement
 
to the share equivalent. If the obligation for Tax
 
-Related Items is
satisfied
 
by
 
withholding
 
from
 
the
 
shares
 
of
 
Stock
 
to
 
be
 
delivered
 
upon
 
vesting
 
of
 
the
 
Restricted
 
Stock
 
Units,
 
for
 
tax
purposes, the Participant is deemed to have been issued the full number of shares of Stock subject to the
 
Restricted Stock
Units, notwithstanding
 
that a number
 
of shares
 
of Stock
 
are held
 
back solely
 
for the purpose
 
of paying
 
the Tax
 
-Related
Items. The
 
Participant will
 
have no
 
further rights
 
with respect
 
to any
 
shares of
 
Stock that
 
are retained
 
by the
 
Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be
 
required to withhold
 
or account for as
 
a result of the
 
Participant’s participation
 
in the Plan that
 
cannot
be satisfied by the
 
means previously described.
 
The Company may refuse
 
to issue or deliver shares
 
of Stock or proceeds
from the
 
sale of shares
 
of Stock until
 
arrangements satisfactory
 
to the Company
 
have been made
 
in connection with
 
the
Tax-Related Items.
7.
Restrictive Covenants;
 
Confidential Information
. The
 
Participant agrees
 
to cooperate
 
with the
 
Company in
 
any way
needed in order to comply with, or fulfill the terms of the Plan and this Award
 
document.
 
As a term and condition of this
Award,
 
Participant agrees to the following terms:
 
e.
I agree to use
 
General ▇▇▇▇▇ Confidential
 
Information only as needed
 
in the performance of
 
my duties,
to
 
hold
 
and
 
protect
 
such
 
information
 
as
 
confidential
 
to
 
the
 
Company,
 
and
 
not
 
to
 
engage
 
in
 
any
unauthorized
 
use
 
or
 
disclosure
 
of
 
such
 
information
 
for
 
so
 
long
 
as
 
such
 
information
 
qualifies
 
as
Confidential
 
Information.
 
I
 
agree
 
that
 
after
 
my
 
employment
 
with
 
the
 
Company
 
terminates
 
for
 
any
reason,
 
including
 
“retirement”
 
as that
 
term
 
is used
 
in
 
the Plan,
 
I
 
will not
 
use
 
or disclose,
 
directly
 
or
indirectly,
 
Company
 
Confidential Information
 
or trade
 
secrets for
 
any purpose,
 
unless I
 
get the
 
prior
written consent of my manager to do so.
This document
 
does not
 
prevent me
 
from filing
 
a complaint
 
with a
 
government agency
 
(including the
Securities
 
and
 
Exchange
 
Commission,
 
Department
 
of
 
Justice,
 
Equal
 
Employment
 
Opportunity
Commission and
 
others) or
 
from participating
 
in an
 
agency proceeding.
 
This document
 
also does
 
not
prevent
 
me
 
from
 
providing
 
an
 
agency
 
with
 
information,
 
including
 
this
 
document,
 
unless
 
such
information
 
is
 
legally
 
protected
 
from
 
disclosure
 
to
 
third
 
parties.
 
I
 
do
 
not
 
need
 
prior
 
company
authorization to take these actions, nor must I notify the company I have done
 
so.
Also, as provided
 
in 18 U.S.C.
 
1833(b), I
 
cannot be held
 
criminally or civilly
 
liable under any
 
federal
or state
 
trade secret
 
law for
 
making a
 
trade secret
 
disclosure: (A)
 
in confidence
 
to a
 
federal, state,
 
or
local
 
government
 
official,
 
either
 
directly
 
or
 
indirectly,
 
or
 
to
 
an
 
attorney,
 
solely
 
for
 
the
 
purpose
 
of
reporting or investigating a suspected violation of law; or
 
(B) in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal.
General
 
▇▇▇▇▇
 
Confidential
 
Information
 
means
 
any
 
non-public
 
information
 
I
 
create,
 
receive,
 
use
 
or
observe
 
in
 
the
 
performance
 
of
 
my
 
job
 
at
 
General
 
Mills,
 
including
 
trade
 
secrets.
 
Examples
 
of
Confidential Information include marketing, merchandising, business plans,
 
business methods, pricing,
purchasing,
 
licensing,
 
contracts,
 
employee,
 
supplier
 
or
 
customer
 
information,
 
financial
 
data,
technological developments,
 
manufacturing processes
 
and specifications,
 
product formulas, ingredient
specifications, software
 
code, and
 
all other
 
proprietary
 
information which
 
is not
 
publicly available
 
to
others.
 
12
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 ▇▇▇▇▇,
or developed by me in connection with my employment with the Company.
f.
[
This
 
Section
 
7.b.
 
does
 
not
 
apply
 
to
 
California,
 
Colorado,
 
Minnesota,
 
and
 
Washington
 
-based
employees.
] I agree that for one year after I leave the Company, including retiring from the Company,
 
I
will not
 
work
 
on
 
any
 
product,
 
brand
 
category,
 
process,
 
or
 
service:
 
(A)
 
on
 
which
 
I
 
worked,
 
or
 
about
which
 
I
 
had
 
access
 
to
 
Confidential
 
Information,
 
in
 
the
 
year
 
immediately
 
preceding
 
my
 
termination
(including retirement) from General ▇▇▇▇▇, and (B) which competes with General ▇▇▇▇▇ products, brand
categories, processes, or related services.
 
g.
I agree that for one year after I leave General ▇▇▇▇▇, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
h.
I agree that after I
 
leave General ▇▇▇▇▇, 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.
 
i.
I agree that for one year after I leave General ▇▇▇▇▇, including
 
retiring from the Company,
 
I will refrain
from directly
 
or indirectly
 
soliciting Company
 
employees for
 
the purpose
 
of hiring
 
them or
 
inducing
them to leave their employment with the Company.
A breach
 
of the
 
obligations set
 
forth in
 
this paragraph
 
may result
 
in the
 
rescission of
 
the Award,
 
termination and
forfeiture of any unvested Units, and/or required payment
 
to the Company of all or a portion of any monetary gains
acquired by
 
the Participant
 
as a
 
result of
 
the Award,
 
unless the
 
Award
 
vested and
 
was settled
 
more than
 
four (4)
years prior to
 
the breach.
 
The foregoing remedies
 
are in addition
 
to, and not
 
in lieu of
 
injunctive relief and/or
 
any
other legal or equitable remedies available under applicable law.
8.
Nature of Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and agrees
 
that:
(m)
the Plan is established voluntarily by the Company,
 
it is discretionary in nature and it may be modified,
amended, suspended
 
or terminated
 
by the
 
Company,
 
in its
 
sole discretion,
 
at any
 
time (subject
 
to any
limitations set forth in the Plan);
(n)
the grant of
 
the Restricted Stock
 
Units is voluntary
 
and occasional and
 
does not create
 
any contractual
or other right to receive future
 
grants of restricted stock units, or
 
benefits in lieu of restricted
 
stock units,
even if restricted stock units or other
 
awards have been granted in the past;
(o)
all decisions with respect to future awards, if any,
 
will be at the sole discretion of the Company;
(p)
the Participant’s participation
 
in the Plan is voluntary;
(q)
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Participant’s
 
participation
 
in
 
the
 
Plan
 
shall
 
not
 
create
 
a
 
right
 
to
employment
 
or
 
be
 
interpreted
 
as
 
forming
 
an
 
employment
 
contract
 
with
 
the
 
Company
 
or
 
any
 
of
 
its
Subsidiaries
 
or
 
affiliated
 
companies
 
and
 
shall
 
not
 
interfere
 
with
 
the
 
ability
 
of
 
the
 
Company
 
or
 
the
Employer,
 
as applicable,
 
to terminate
 
the Participant’s
 
employment relationship
 
(as otherwise
 
may be
permitted under local law);
(r)
unless otherwise agreed with the Company, the Restricted Stock Units and any shares of
 
Stock acquired
upon vesting of
 
the Restricted Stock
 
Units, and the income
 
from and value of
 
same, are not granted
 
as
consideration
 
for,
 
or in
 
connection with,
 
any service
 
the Participant
 
may provide
 
as a
 
director of
 
any
subsidiary or affiliate of the Company;
(s)
the Restricted Stock Units and any shares of Stock acquired under the Plan and the income and value of
same,
 
are
 
not
 
part
 
of
 
normal
 
or
 
expected
 
compensation
 
for
 
purposes
 
of
 
calculating
 
any
 
severance,
resignation,
 
termination,
 
redundancy,
 
dismissal,
 
end-of-service
 
payments,
 
bonuses,
 
long-service
awards,
 
pension
 
or
 
retirement
 
or
 
welfare
 
benefits
 
or
 
similar
 
payments
 
and
 
in
 
no
 
event
 
should
 
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
 
 
 
13
(t)
the future value
 
of the
 
shares of
 
Stock underlying the
 
Restricted Stock Units
 
is unknown, indeterminable,
and cannot be predicted with certainty;
 
(u)
upon vesting of
 
the Restricted Stock Units,
 
the value of such
 
shares of Stock may
 
increase or decrease
in value;
 
(v)
no claim or
 
entitlement to compensation
 
or damages shall
 
arise from forfeiture
 
of the Restricted Stock
Units
 
resulting
 
from
 
termination
 
of
 
the
 
Participant’s
 
employment
 
(for
 
any
 
reason
 
whatsoever
 
and
whether or not in
 
breach of local labor
 
laws or later found
 
invalid) and, in consideration
 
of the Restricted
Stock Units, the Participant agrees not to institute any claim against the Company or
 
the Employer;
(w)
the Restricted Stock
 
Units and the
 
benefits evidenced by
 
this Agreement do not
 
create any entitlement
not otherwise specifically provided for in the Plan or provided by
 
the Company in its discretion, to have
the Restricted Stock
 
Units or any such
 
benefits transferred to,
 
or assumed by,
 
another company,
 
nor to
be exchanged, cashed
 
out or substituted
 
for, in
 
connection with any corporate
 
transaction affecting
 
the
shares of Stock; and
(x)
neither the
 
Company nor
 
any of its
 
Subsidiaries or
 
affiliated companies
 
shall be liable
 
for any
 
foreign
exchange rate
 
fluctuation between
 
the Participant’s
 
local currency
 
and the
 
U.S. dollar
 
that may
 
affect
the value of the Restricted
 
Stock Units or any amounts due
 
to the Participant pursuant to the
 
vesting of
the Restricted
 
Stock Units
 
or the
 
subsequent sale
 
of any
 
shares of
 
Stock acquired
 
upon vesting
 
of the
Restricted Stock Units.
9.
Data Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to review
 
the information
provided in this Section
 
9 and, where applicable,
 
declare the Participant’s
 
consent to the processing
 
of personal data by
the Company and the third parties stated below.
 
If the Participant is
 
based in the European Union (“EU”), European Economic Area (“EEA”)
 
or United Kingdom, please
note
 
that General
 
▇▇▇▇▇, Inc.
 
with registered
 
address
 
at
 
One
 
General
 
▇▇▇▇▇ Boulevard,
 
Minneapolis,
 
MN 55426
 
-1347,
U.S.A., is the
 
controller responsible for the processing of
 
the Participant’s personal data in connection
 
with the Agreement
and the Plan.
(h)
Data Collection
 
and Usage.
 
The Company
 
collects, processes,
 
uses and
 
transfers certain
 
personally-
identifiable information
 
about the
 
Participant, specifically,
 
the Participant’s
 
name, home address
 
and
telephone
 
number,
 
email
 
address,
 
date
 
of
 
birth,
 
social
 
insurance,
 
passport
 
number
 
or
 
other
identification
 
number,
 
salary,
 
nationality,
 
job
 
title,
 
any
 
shares
 
of
 
Stock
 
or
 
directorships
 
held
 
in
 
the
Company
 
or any
 
affiliated
 
company,
 
details
 
of all
 
Restricted
 
Stock
 
Units
 
or any
 
other
 
entitlement
 
to
shares
 
of
 
Stock
 
awarded,
 
canceled,
 
exercised,
 
settled,
 
vested,
 
unvested
 
or
 
outstanding
 
in
 
the
Participant’s
 
favor,
 
which the
 
Company receives
 
from
 
the Participant
 
or the
 
Employer (the
 
“Data”).
The
 
Company
 
collects,
 
processes
 
and
 
uses
 
the
 
Data
 
for
 
the
 
purposes
 
of
 
performing
 
its
 
contractual
obligations
 
under
 
this
 
Agreement,
 
implementing,
 
administering
 
and
 
managing
 
the
 
Participant’s
participation in the Plan and facilitating compliance with applicable
 
tax and securities law.
 
If the Participant is based
 
in the EU, EEA or United
 
Kingdom, the legal basis for the
 
processing of the
Data
 
by
 
the
 
Company
 
is
 
the
 
necessity
 
of
 
the
 
processing
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
obligations
 
under
 
this
 
Agreement
 
and
 
the
 
Plan
 
and
 
the
 
Company’s
 
legitimate
 
business
 
interests
 
of
managing
 
the
 
Plan,
 
administering
 
employee
 
equity
 
awards
 
and
 
complying
 
with
 
its
 
contractual
 
and
statutory obligations.
 
If the Participant is based in any other jurisdiction, the legal basis for the processing of the Data by the
Company is the Participant’s
 
consent as further described below.
(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 a
 
different service
 
provider,
 
which will
 
in a similar
 
manner,
 
share Data
 
with
such service provider.
 
The Company’s
 
service provider will
 
maintain an account for the
 
Participant to
administer the
 
Restricted Stock
 
Units. The
 
processing
 
of Data
 
will take
 
place through
 
both electronic
 
 
 
 
 
 
 
14
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
 
Participant’s
 
country or
 
jurisdiction may
 
have different
 
data privacy
 
laws and
 
protections
than the
 
United States
 
and India. An
 
appropriate level
 
of protection
 
can be achieved
 
by implementing
safeguards such as the Standard
 
Contractual Clauses adopted by the EU Commission.
If the Participant is based
 
in any other jurisdiction, the
 
Data will be transferred from
 
the Participant’s
jurisdiction to the Company and onward from
 
the Company to any of its service providers based on the
Participant’s
 
consent, as further described below.
(k)
Data Retention. The Company will use the Data
 
only as long as necessary to implement, administer
 
and
manage the
 
Participant’s
 
participation in
 
the Plan,
 
or as
 
required
 
to comply
 
with legal
 
or regulatory
obligations,
 
including
 
tax
 
and
 
securities
 
laws.
 
When
 
the
 
Company
 
no
 
longer
 
needs
 
the
 
Data,
 
the
Company will remove it from its systems.
 
If the Company keeps data longer,
 
it would be to satisfy legal
or regulatory
 
obligations and
 
the Company’s
 
legal basis would
 
be relevant
 
laws or regulations
 
(if the
Participant
 
is in
 
the EU,
 
EEA or
 
United Kingdom)
 
or the
 
Participant’s
 
consent (if
 
the Participant
 
is
outside the EU, EEA or United Kingdom).
(l)
Data
 
Subject
 
Rights.
 
The
 
Participant
 
may
 
have
 
a
 
number
 
of
 
rights
 
under
 
data
 
privacy
 
laws
 
in
 
the
Participant’s jurisdiction. Subject to the conditions
 
set out
 
in the
 
applicable law and
 
depending on where
the Participant is based, such rights may include the
 
right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification
 
of incorrect Data, (iii) deletion of Data, (iv) restrictions on
the processing
 
of Data,
 
(v) object
 
to the
 
processing
 
of Data
 
for legitimate
 
interests, (vi)
 
portability of
Data, (vii) lodge complaints with competent authorities in the Participant’s
 
jurisdiction, and/or to (viii)
receive a list with
 
the names and addresses
 
of any potential recipients
 
of Data. To
 
receive clarification
regarding these
 
rights or to exercise these rights, the Participant can contact
 
HR Direct.
(m)
Necessary Disclosure of Personal
 
Data. The Participant understands that providing
 
the Company with
Data is
 
necessary for
 
the performance
 
of the
 
Agreement
 
and that
 
the Participant’s
 
refusal
 
to provide
the
 
Data
 
would
 
make
 
it impossible
 
for
 
the
 
Company
 
to
 
perform
 
its
 
contractual
 
obligations
 
and
 
may
affect the Participant’s
 
ability to participate in the Plan.
(n)
Declaration of Consent (if
 
the Participant is
 
outside the EU,
 
EEA and United
 
Kingdom). The Participant
hereby
 
unambiguously consents
 
to the
 
collection, use
 
and transfer,
 
in electronic
 
or other
 
form, of
 
the
Data, as described above and in any other grant materials, by and among, as
 
applicable, the Employer,
the Company and any affiliated company for the exclusive
 
purpose of implementing, administering and
managing the Participant’s
 
participation in the Plan.
 
The Participant understands that
 
the Participant
may,
 
at any
 
time, refuse
 
or withdraw
 
the consents
 
herein,
 
in any
 
case without
 
cost, by
 
contacting HR
Direct.
 
If
 
the
 
Participant
 
does
 
not
 
consent
 
or
 
later
 
seeks
 
to
 
revoke
 
the
 
Participant’s
 
consent,
 
the
Participant’s
 
employment
 
status
 
or
 
service
 
with
 
the
 
Employer
 
will
 
not
 
be
 
affected;
 
the
 
Participant’s
consequence of
 
refusing or
 
withdrawing consent
 
is that
 
the Company
 
would not
 
be able
 
to award
 
the
Participant
 
Restricted
 
Stock
 
Units
 
or
 
any
 
other
 
equity
 
award
 
to
 
the
 
Participant
 
or
 
administer
 
or
maintain
 
such awards.
 
Therefore,
 
the Participant
 
understands
 
that refusing
 
or withdrawing
 
consent
may affect the
 
Participant’s
 
ability to participate
 
in the Plan.
 
For more information on the
 
consequences
of refusal to consent or withdrawal of consent,
 
the Participant should contact HR Direct.
10.
Clawback
. This Award
 
is specifically made subject to the Company’s Executive
 
Compensation Clawback Policies.
11.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Market Abuse Laws
. By participating in
 
the Plan, the
 
Participant agrees to
 
comply with the
 
Company’s
policy on
 
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (to
 
the extent that
 
it is applicable
 
to the Participant),
 
the Participant further
 
acknowledges that,
depending
 
on the
 
Participant’s
 
or
 
his
 
or
 
her
 
broker’s
 
country
 
of residence
 
or where
 
the shares
 
of
 
Stock
 
are
 
listed,
 
the
Participant may be subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and/or market abuse laws that may affect the Participant’s ability
to accept,
 
acquire, sell
 
or otherwise
 
dispose of
 
shares of
 
Stock, rights
 
to shares
 
of Stock
 
(e.g., restricted
 
stock units)
 
or
rights linked to the value
 
of shares of Stock, during
 
such times the Participant is
 
considered to have “inside
 
information”
regarding the Company
 
as defined by the
 
laws or regulations in
 
the Participant’s
 
country. Local
 
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information
 
to any third party
(other than on a “need
 
to know” basis) and (ii) “tipping”
 
third parties or causing them
 
otherwise to buy or
 
sell securities.
The Participant
 
understands that
 
third parties
 
include fellow
 
employees. Any
 
restriction under
 
these laws or
 
regulations
 
 
 
 
 
 
 
15
are separate from
 
and in addition
 
to any restrictions
 
that may be
 
imposed under any
 
applicable Company ▇▇▇▇▇▇▇
 
▇▇▇▇▇▇▇
policy.
 
The Participant acknowledges that it
 
is the Participant’s
 
responsibility to comply with any
 
applicable restrictions,
and that the Participant should therefore consult the Participant’s
 
personal advisor on this matter.
12.
Electronic Delivery
. The Participant agrees, to
 
the fullest extent permitted by
 
law, in lieu of receiving documents in
 
paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver
 
in
 
connection
 
with
 
this
 
grant
 
and
 
any
 
other
 
grants
 
offered
 
by
 
the
 
Company,
 
including
 
prospectuses,
 
grant
notifications,
 
account
 
statements,
 
annual
 
or
 
quarterly
 
reports,
 
and
 
other
 
communications.
 
Electronic
 
delivery
 
of
 
a
document
 
may
 
be
 
made
 
via
 
the
 
Company’s
 
email
 
system
 
or
 
by
 
reference
 
to
 
a
 
location
 
on
 
the
 
Company’s
 
intranet
 
or
website or
 
a website
 
of the
 
Company’s
 
agent administering
 
the Plan.
 
By accepting
 
this grant,
 
whether electronically
 
or
otherwise, the
 
Participant hereby
 
consents to participate
 
in the Plan
 
through such
 
system, intranet,
 
or website,
 
including
but not limited to the use of electronic signatures or click-through electronic
 
acceptance of terms and conditions.
13.
English Language
. The Participant acknowledges and agrees that
 
it is the Participant’s express intent that this
 
Agreement
and
 
the
 
Plan
 
and
 
all
 
other
 
documents,
 
notices
 
and
 
legal
 
proceedings
 
entered
 
into,
 
given
 
or
 
instituted
 
pursuant
 
to
 
the
Restricted
 
Stock
 
Units
 
be
 
drawn
 
up
 
in
 
English.
 
To
 
the
 
extent
 
the
 
Participant
 
has
 
been
 
provided
 
with
 
a
 
copy
 
of
 
this
Agreement, the Plan, or any
 
other documents relating to this
 
Award in a language other than English, the
 
English language
documents will prevail in case of any ambiguities or divergences
 
as a result of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific
 
Addendum to this Agreement (the “Addendum”). Moreover,
 
if the
Participant transfers to one of the countries included in such
 
Addendum, the special terms and conditions for such country
will apply
 
to the
 
Participant, to
 
the extent
 
the Company
 
determines that
 
the application
 
of such
 
terms and
 
conditions is
necessary or advisable to comply with local law or facilitate
 
the administration of the Plan (or the Company may establish
alternative
 
terms
 
and
 
conditions
 
as
 
may
 
be
 
necessary
 
or
 
advisable
 
to
 
accommodate
 
the
 
Participant’s
 
transfer).
 
The
Addendum constitutes part of this Agreement.
15.
Not a Public Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
 
country
 
of
 
employment
 
(or
 
country
 
of
 
residence,
 
if
 
different).
 
The
 
Company
 
has
 
not
 
submitted
 
any
registration
 
statement,
 
prospectus or
 
other
 
filings
 
with the
 
local
 
securities
 
authorities
 
(unless otherwise
 
required
 
under
local law), and the award of
 
the Restricted Stock Units is not subject
 
to the supervision of the local
 
securities authorities.
No employee of
 
the Company or
 
any of its Subsidiaries
 
or affiliated companies
 
is permitted to
 
advise the Participant
 
on
whether he/she
 
should
 
participate in
 
the Plan.
 
Acquiring shares
 
of Stock
 
involves a
 
degree
 
of risk.
 
Before
 
deciding
 
to
participate in
 
the Plan,
 
the Participant
 
should carefully
 
consider all risk
 
factors relevant
 
to the acquisition
 
of shares
 
of
Stock
 
under
 
the
 
Plan
 
and
 
carefully
 
review
 
all
 
of
 
the
 
materials
 
related
 
to
 
the
 
Restricted
 
Stock
 
Units
 
and
 
the
 
Plan.
 
In
addition, the Participant should consult with his/her personal advisor for professional
 
investment advice.
16.
Repatriation; Compliance with Law.
 
The Participant agrees to repatriate all
 
payments attributable to the shares of
 
Stock
and/or
 
cash
 
acquired
 
under
 
the
 
Plan
 
in
 
accordance
 
with
 
applicable
 
foreign
 
exchange
 
rules
 
and
 
regulations
 
in
 
the
Participant’s country of employment (and country of residence, if different). In addition, the Participant agrees
 
to take any
and
 
all
 
actions,
 
and
 
consent
 
to
 
any
 
and
 
all
 
actions
 
taken
 
by
 
the
 
Company
 
and
 
any
 
of
 
its
 
Subsidiaries
 
and
 
affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws,
 
rules and/or
 
regulations in
 
the Participant’s
 
country
 
of employment
 
(and country
 
of residence,
 
if different).
Finally,
 
the Participant
 
agrees to
 
take any
 
and all
 
actions as
 
may be
 
required to
 
comply with
 
the Participant’s
 
personal
obligations under local laws, rules
 
and/or regulations in the Participant’s country of employment and
 
country of residence,
if different).
17.
Imposition of Other
 
Requirements.
 
The Company reserves
 
the right to
 
impose other requirements
 
on the Participant’s
participation in the Plan, on
 
the Restricted Stock Units, and on
 
any shares of Stock acquired under
 
the Plan, to the extent
the Company determines
 
it is necessary or
 
advisable for legal or
 
administrative reasons, and
 
to require the Participant
 
to
sign any additional agreements or undertakings that may be necessary to accomplish
 
the foregoing.
18.
Committee’s
 
Powers.
No
 
provision
 
contained
 
in
 
this
 
Agreement
 
shall
 
in
 
any
 
way
 
terminate,
 
modify
 
or
 
alter,
 
or
 
be
construed
 
or
 
interpreted
 
as
 
terminating,
 
modifying
 
or
 
altering
 
any
 
of
 
the
 
powers,
 
rights
 
or
 
authority
 
vested
 
in
 
the
Committee or, to the
 
extent delegated, in
 
its delegate, pursuant
 
to the
 
terms of the
 
Plan or resolutions
 
adopted in furtherance
of
 
the
 
Plan,
 
including,
 
without
 
limitation,
 
the
 
right
 
to
 
make
 
certain
 
determinations
 
and
 
elections
 
with
 
respect
 
to
 
the
Restricted
 
Stock
 
Units.
 
Any
 
dispute
 
regarding
 
the
 
interpretation
 
of
 
this
 
Agreement
 
or
 
the
 
terms
 
of
 
the
 
Plan
 
shall
 
be
submitted
 
to
 
the
 
Committee
 
or
 
its
 
delegate
 
who
 
shall
 
have
 
the
 
discretionary
 
authority
 
to
 
construe
 
the
 
terms
 
of
 
this
Agreement, the Plan, and
 
all documents ancillary to
 
this Award.
 
The decisions of the
 
Committee or its delegate shall
 
be
final and binding
 
and any reviewing court
 
of law or other
 
party shall defer
 
to its decision,
 
overruling if, and
 
only if, it
 
is
 
 
 
 
 
16
arbitrary and capricious. In no way is
 
it intended that this review standard subject the Plan
 
or Award to the U.S. Employee
Retirement Income Security Act
.
19.
Binding Effect.
 
This Agreement shall be binding upon and inure to the benefit
 
of any successors to the Company and all
persons lawfully claiming under the Participant.
20.
Governing
 
Law
 
and
 
Forum
.
 
Without
 
limiting
 
the
 
effect
 
of
 
section
 
17,
 
this
 
Agreement
 
shall
 
be
 
governed
 
by,
 
and
construed in accordance with, the laws of the State of Delaware without regard
 
to principles of conflict of laws.
21.
Severability
. The provisions of
 
this Agreement are severable
 
and if any one
 
or more of the provisions
 
are determined to
be illegal or otherwise unenforceable, in whole or in part, the Agreement shall be reformed and construed so that it would
be
 
enforceable
 
to
 
the
 
maximum
 
extent
 
legally
 
possible,
 
and
 
if
 
it
 
cannot
 
be
 
so
 
reformed
 
and
 
construed,
 
as
 
if
 
such
unenforceable provision, or part thereof, had never been contained herein.
 
22.
Waiver
.
 
The
 
waiver
 
by
 
the
 
Company
 
with
 
respect
 
to
 
Employee’s
 
(or
 
any
 
other
 
participant’s)
 
compliance
 
with
 
any
provision of this Agreement shall
 
not operate or be construed as
 
a waiver of any other provision
 
of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A
 
copy
 
of
 
the
 
Plan
 
and
 
the
 
Prospectus
 
to
 
the
 
General
 
Mills,
 
Inc.
 
2022
 
Stock
 
Compensation
 
Plan
 
is
 
available
 
on
 
G&Me
 
by
searching “2022 Stock Compensation
 
Plan”.
 
A copy of the Company’s
 
latest Annual Report on Form 10-K is
 
also available on
the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
 
under Investor Information/Annual Reports.
 
GENERAL ▇▇▇▇▇, INC.

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Filed: September 18th, 2024