PERFORMANCE STOCK UNIT AWARD
1
Exhibit 10.1
GENERAL ▇▇▇▇▇, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is
made under the General ▇▇▇▇▇, Inc.
2022 Stock Compensation Plan (the "Plan"),
and is subject to the
terms and
conditions contained in
the Plan document
and this Performance
Stock Unit Award Agreement
(“Agreement”). The Participant: (i) acknowledges
receipt of a copy of the Plan and Plan prospectus, (ii) represents that
the Participant has
carefully read and is familiar with the
provisions of this Agreement and the Plan,
and (iii) hereby
accepts the
Performance Stock Units subject to all of the terms and conditions set
forth herein, and in the Plan. If the
Participant does not wish
to receive the Performance Stock Units
and/or does not consent and agree
to the terms and
conditions
on which the Performance Stock
Units are offered, as
set forth in
this Agreement and the
Plan, then the
Participant must reject this Award via the
website of the Company’s designated broker, no later than 60 days following
the Grant
Date. If the Participant rejects this
Award, this Award will immediately be
forfeited and cancelled. The
Participant’s failure
to reject this Award within
this 60 day period will constitute
the Participant’s acceptance of this
Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS AWARD,
dated on the above
Grant Date, is
made by General Mills,
Inc., (the "Company"),
and made to the
person
named above (the "Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
0.10 per share (“Stock”). The
units granted pursuant to this Agreement are referred to as the
“Performance Stock Units”. The
number of Performance Stock
Units earned by the Participant for the Performance Period will be
determined at the end of the
Performance
Period based on the level of
achievement against the Performance Measures and
conditions in accordance with
Attachment A. The number of shares
of Stock the Participant is paid is dependent on the number
of Performance Stock Units
earned and satisfactory completion of
the service requirements described herein. Whether, and the extent to which Performance
Measures have been satisfied at the end of the Performance Period shall be certified by the Compensation & Talent Committee
before any payment is made,
and all such determinations shall be made by the
Compensation & Talent Committee in its sole
discretion. For each
Performance Stock Unit earned and vested,
if any, at the Expiration
Date of the Restricted Period, one
share of the Company’s Stock shall be issued to the
Participant on the Expiration Date of the Restricted Period, subject to any
additional restrictions or
holding requirements in Attachment A. Except
as otherwise defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.
2.
Vesting
of Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
. The
Performance Stock Units shall vest on the Expiration Date
of the Restricted Period set forth
above (“Vesting Date”) subject to the terms of this Agreement and
the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock Units awarded
hereunder are subject to
forfeiture if the Participant’s employment with the
Company or any subsidiary or affiliated
companies terminates under certain circumstances before the Vesting Date, as
herein provided.
(i)
Resignation
or Termination for
Cause.
or affiliated companies is
terminated by either (i) resignation, or (ii) a
discharge due to Participant’s illegal
activities, poor work
performance, misconduct or violation of
the Company’s Code of Conduct, policies or
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practices, then these
Performance Stock Units, to the extent they are
not fully vested as of the Termination
Date, shall
for no consideration
be cancelled and
forfeited in their
entirety. For the
avoidance of doubt,
“Termination Date” for purposes of this Award will be deemed to occur
as of the date Participant is no longer
actively providing
services as an
employee, unless otherwise
determined by the
Company in its sole
discretion, and
no vesting shall continue during
any notice period that may be
specified under contract or
applicable law with
respect to such termination, including
any “garden leave” or
similar period, except as
may otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination.
companies
terminates involuntarily at the initiation of
the Company for any reason other
than specified in
Plan Section
11 (Change in Control), or
(i), (iv) or (v) in
this section 2, and upon
the execution (without
revoking) of an effective general legal release and such other documents as are
satisfactory to the Company,
the 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.
the Performance Period, this Award shall fully vest and shall be considered to be
earned in full “at target” as
if the applicable
Performance Measures established in Attachment A have been achieved
at target, and settled
and paid on the first day of the month following death
to the designated beneficiary or beneficiaries.
(iv)
Retirement
. If the termination
of employment is due to the
Participant’s retirement on or after age
55 and
completion of
at least five (5) years of service with the Company or
any subsidiary or affiliated companies,
then if
such retirement occurs
before the
end of the
Company’s fiscal year
within which this Award was
granted, it shall vest in a pro-rata amount based on
actual employment completed during said fiscal year. But
if such retirement
occurs after the end of the
fiscal year in which it is
awarded, then it shall
vest fully. In
either
case, vested Performance Stock Units shall be settled and paid on the Expiration Date of the Restricted
Period (subject to any additional restrictions or holding requirements in
Attachment A), with a value, if any,
that otherwise
would be earned
under the applicable
Performance Measures established
in Attachment A
based on actual performance. Notwithstanding the above,
the terms of this paragraph (iv) shall not apply to
a Participant who, prior to a Change of Control, is terminated for cause
as described in (b)(i); said Participant
shall be treated as provided in
paragraph (b)(i).
(v)
Spin-offs
and Other
Divestitures.
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.
payable on the
Company’s Stock on or after the Grant Date of
this Award until the Award is settled
and/or forfeited shall be
credited notionally to
the Participant in an
amount equal to
such declared dividends or
other distributions on an equivalent
number of shares of Stock (“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid if, and only to the extent,
the underlying Performance
Stock Units to which they relate become unrestricted and vest, as provided
under the terms of the
Plan
and this Agreement. Dividend Equivalents
credited in respect to Performance Stock
Units that are forfeited under the
terms of the Plan and this document, are correspondingly forfeited. No interest
or other earnings shall be credited on Dividend
Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Performance Stock Units to
which they relate are settled.
4.
Settlement
of Performance Stock Units.
as administratively practicable but in no
event later than 30 days after the vesting date, except where such settlement following
a Section
409A Separation from Service requires a
six-month delay. The Company will provide for
settlement in the form of
shares of Stock. At the Company’s discretion, additional restrictions or
holding requirements may be imposed on settled Units
and dividend equivalents, if
any.
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5.
Non-Transferability
. The
Performance Stock Units
may not be sold,
assigned, pledged, exchanged, hypothecated,
encumbered, disposed of, or otherwise transferred, unless otherwise provided in the
Plan or this Agreement. Upon any attempt
to transfer, assign, pledge,
hypothecate or otherwise dispose of the Performance Stock Units
or of such rights contrary to the
provisions hereof or in the Plan, the Performance Stock Units and such rights shall
immediately become null and void.
6.
Withholding
of Tax.
subsidiary or affiliated company that
employs the Participant (the “Employer”), the ultimate liability for all income tax, social
contributions, payroll
tax, fringe benefits tax, payment on
account, hypothetical tax or other
tax-related items related to the
Participant’s participation in the Plan
and legally applicable to the Participant or deemed by the Company or
the Employer in
their discretion to be an appropriate charge to the Participant
even if legally applicable to the Company or the Employer (“Tax-
Related
Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company
or the
Employer, if any.
The Participant further
acknowledges that the
Company and/or the
Employer (a) make no
representations or
undertakings regarding the
treatment of any
Tax-Related Items in
connection with any
aspect of the
Performance Stock
Units, including, but
not limited to,
the grant, vesting,
the subsequent sale
of shares of Stock
acquired
pursuant to such vesting and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure
the
terms of the grant or any aspect
of the Performance Stock Units to reduce or eliminate
the Participant’s liability for Tax-Related
Items or achieve
any particular tax result. Further, if the Participant is subject
to Tax-Related Items in more than one jurisdiction
between the
Grant Date and the
date of any
relevant taxable or
tax withholding event,
as applicable, the Participant
acknowledges that
the Company and/or the
Employer (or former
employer, as applicable)
may be required to
withhold or
account for
Tax -Related Items in more than one jurisdiction.
Prior to
the relevant taxable
or tax withholding event,
as applicable, the Participant agrees
to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by
the Committee, the Company shall satisfy the obligations
with regard to all Tax -Related Items by one or a combination of the
following: (i)
withholding from the Participant’s wages
or other cash compensation paid to
the Participant by the Company
and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Performance Stock Units
or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash
or, if allowed by the
Committee, shares of Stock.
Depending on the withholding method, the Company
may withhold or account for Tax-Related Items by considering applicable
statutory withholding
rates (as determined
by the Company in
good faith and in
its sole discretion)
or other applicable
withholding rates, including maximum applicable rates, in which
case the Participant will receive a refund of any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding
from the
shares of Stock to
be delivered upon
vesting of the
Performance Stock Units,
for tax purposes, the
Participant is
deemed to have been
issued the full number of shares of Stock subject to the Performance
Stock Units, notwithstanding that a
number of
shares of Stock are held back solely for the purpose of paying
the Tax-Related Items. The Participant will have no
further rights with respect to any shares of Stock that are retained by the
Company pursuant to this provision.
The Participant
agrees to pay to the
Company or
the Employer any amount
of Tax-Related Items that
the Company or the
Employer may be
required to withhold or account for
as a result of
the Participant’s participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Stock or proceeds from the
sale of shares
of Stock until arrangements satisfactory to
the Company have been made in
connection with the Tax-Related
Items.
7.
Restrictive
Covenants; Confidential Information; Work Product.
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.
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
4
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, customer,
vendor or partner
client or contact
lists, financial data, technological
developments, manufacturing processes and specifications,
product formulas, ingredient specifications, software code,
and all other proprietary information which is not publicly available to others.
Prior to leaving the Company, I agree to return all materials in my possession containing Confidential Information, as
well as
all other documents
and other tangible
items provided to
me by General
Mills, or developed
by me in
connection with my employment with the Company.
b.
I agree to promptly
tell General ▇▇▇▇▇ about any ideas, concepts, improvements, designs, inventions, discoveries, and
creative works (collectively, “Work
Product”) which I conceive or create during my employment with General ▇▇▇▇▇
which relate to General ▇▇▇▇▇’ businesses.
I further agree to immediately, automatically and irrevocably
assign, and hereby do assign, to General ▇▇▇▇▇ any and
all intellectual property rights in and to such Work Product, and all such
intellectual property rights shall be solely and
exclusively owned by
General ▇▇▇▇▇. “Intellectual property rights” means
patent rights, copyrights, trade secret rights,
trade dress rights, trademark rights and all comparable rights throughout the
world.
During my employment with General
▇▇▇▇▇ and anytime thereafter, I will take
all necessary steps, at General ▇▇▇▇▇’
request and expense, but without further compensation to me, to execute any instruments necessary to enable General
▇▇▇▇▇ or General ▇▇▇▇▇’ nominee to register intellectual property rights
throughout the world.
After I
leave General ▇▇▇▇▇, ▇ agree to help General
▇▇▇▇▇ in every way possible in any government or
legal proceedings
pertaining to any General ▇▇▇▇▇ intellectual property rights.
c.
[
This
Section 7.c. 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.
d.
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.
e.
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.
5
(a)
the
Plan is established voluntarily by the
Company, it is discretionary in
nature and it may be modified, amended,
suspended or terminated by the Company, in its sole discretion, at any time
(subject to any limitations set forth in the
Plan);
(b)
the grant of the
Performance Stock Units is voluntary and occasional and does not create any contractual or
other right
to receive
future grants of
Performance Stock Units,
or benefits in
lieu of Performance
Stock Units, even if
Performance Stock Units s or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
(e)
the Performance
Stock Units and the Participant’s participation in the
Plan shall not create a right to employment or
be interpreted as forming an employment contract with the Company or any of its
Subsidiaries or affiliated companies
and shall
not interfere with the ability of the Company or
the Employer, as applicable, to terminate
the Participant’s
employment relationship (as otherwise may be permitted
under local law);
(f)
unless
otherwise agreed with
the Company, the
Performance Stock Units
and any shares of
Stock acquired upon
vesting of the Performance Stock Units, and the income from and value of same, are not granted as consideration for,
or in
connection with, any
service the Participant
may provide as a
director of any
subsidiary or affiliate
of the
Company;
(g)
the Performance Stock
Units and any shares of Stock acquired under the Plan and the income and
value of same, are
not part
of normal or
expected compensation for
purposes of calculating
any severance, resignation, termination,
redundancy, dismissal,
end-of-service payments, bonuses,
long-service awards, pension
or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any
subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying the
Performance Stock Units is unknown, indeterminable, and cannot
be predicted with
certainty;
(i)
upon vesting of
the Performance Stock Units, the value of such shares of Stock may increase or decrease in
value;
(j)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of
the Performance Stock Units
resulting from termination of the
Participant’s employment (for any reason whatsoever and whether or
not in breach
of local labor laws or later found invalid) and, in consideration
of the Performance Stock Units, the Participant agrees
not to institute any claim against the Company or the Employer;
(k)
the Performance Stock
Units and the benefits evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan
or provided by
the Company in
its discretion, to have the
Performance Stock
Units or
any such benefits
transferred to, or
assumed by, another
company, nor to be
exchanged, cashed out or
substituted for, in connection with any corporate transaction affecting the
shares of Stock; and
(l)
neither the
Company nor any of its Subsidiaries or affiliated companies shall
be liable for any foreign exchange rate
fluctuation between the Participant’s
local currency and the U.S. dollar that may affect the
value of the Performance
Stock Units
or any amounts due
to the Participant
pursuant to the
vesting of the
Performance Stock Units
or the
subsequent sale of any shares of Stock acquired upon vesting of the
Performance Stock Units.
9.
Data
Privacy.
If the
Participant would like
to participate in
the Plan, the
Participant will need
to review the information
provided in this
Section 9 and, where applicable, declare
the Participant’s consent to the
processing of personal data by the
Company and the third parties stated below.
6
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, is the controller
responsible for the processing of the
Participant’s personal data in connection with the Agreement and the
Plan.
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain personally-identifiable
information about the
Participant, specifically, the Participant’s name,
home address and telephone number, email
address, date of birth, social insurance, passport number or
other identification number, salary, nationality, job title,
any shares of Stock or directorships held in the Company or
any affiliated company, details of all Performance Stock
Units or any other entitlement
to shares of Stock awarded, canceled, exercised, settled, vested,
unvested or outstanding
in the
Participant’s favor, which
the Company receives
from the Participant
or the Employer
(the “Data”). The
Company collects, processes and uses the
Data for the purposes of performing its contractual obligations under this
Agreement,
implementing, administering and managing the
Participant’s participation in
the Plan and facilitating
compliance with applicable tax and securities law.
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
Performance Stock Units. The processing of
Data will
take place through
both electronic and
non-electronic means. Data
will only be
accessible by those
individuals requiring access to it for purposes of
implementing, administering and operating the Plan.
(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
7
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
Performance Stock Units or any other
equity award to the Participant
or administer or maintain such
awards.
Therefore, the Participant understands that
refusing or withdrawing consent may affect
the Participant’s
ability
to participate in the Plan. For
more information on the consequences of
refusal to consent or withdrawal of
consent, the Participant should contact HR Direct.
10.
Clawback
. This Award is specifically made subject to the Company’s
Executive Compensation Clawback Policies.
11.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇; Market
Abuse Laws.
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., Performance
Stock Units) or rights linked to the
value of shares of Stock, during such
times the Participant is considered to have “inside
information” regarding the Company
as defined
by the laws or regulations in the
Participant’s country. Local ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Performance
Stock Units be drawn up in
English. To the extent the Participant has been
provided with a copy of this Agreement, the Plan,
or any other documents
relating to this Award in a language other than
English, the English language documents will prevail
in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions
in this Agreement, the Performance Stock
Units shall be subject to any special
terms and
conditions set forth
in the Country-Specific
Addendum to this
Agreement (the “Addendum”).
Moreover, if the
Participant transfers to one of the countries included in such Addendum, the special terms and conditions for such country will
apply to the Participant, to the extent the Company determines that the application of such terms
and conditions is necessary or
advisable to comply with local law or facilitate
the administration of the Plan (or the Company may establish alternative terms
and conditions as may be necessary or advisable to
accommodate the Participant’s transfer). The Addendum constitutes part of
this Agreement.
8
15.
Not a
Public Offering
. The
award of the Performance Stock Units is not
intended to be a public offering of securities
in the
Participant’s country
of employment (or country of residence,
if different). The Company has not
submitted any registration
statement,
prospectus or other filings with the local securities authorities
(unless otherwise required under local law), and the
award of the
Performance Stock Units is not subject to the
supervision of the local securities authorities.
No employee of the
Company or any
of its Subsidiaries or affiliated companies
is permitted to advise the Participant
on whether he/she should
participate in
the Plan. Acquiring shares of
Stock involves a degree of
risk. Before deciding to
participate in the Plan, the
Participant should carefully consider all risk factors relevant to the acquisition of shares of Stock under the Plan and
carefully
review all of
the materials related to the Performance
Stock Units and the Plan. In
addition, the Participant should consult
with his/her personal advisor for professional
investment advice.
16.
Repatriation;
Compliance with
Law
. The
Participant agrees to
repatriate all
payments attributable to
the shares of Stock
and/or cash acquired under the Plan
in accordance with applicable foreign exchange rules and
regulations in the Participant’s
country of
employment (and country of residence, if different). In addition,
the Participant agrees to take any and all actions,
and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and
affiliated companies, as
may be
required
to allow the Company and any
of its Subsidiaries and affiliated companies
to comply with local laws, rules and/or
regulations in the
Participant’s country of employment (and country of residence,
if different). Finally, the Participant agrees
to take any and all
actions as may be required to
comply with the Participant’s personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and country
of residence, if
different).
17.
Imposition
of Other
Requirements
. The
Company reserves the
right to impose
other requirements on
the Participant’s
participation in the Plan, on the
Performance Stock Unit, and on any shares of Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable
for legal or administrative reasons, and to require the Participant to sign
any
additional agreements or undertakings that may be necessary to
accomplish the
foregoing.
18.
Committee’s
Powers
. No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed
or interpreted as
terminating, modifying or altering any of
the powers, rights or authority vested
in the Committee or, to the
extent delegated, in its delegate, pursuant to
the terms of the Plan or resolutions adopted in furtherance of the Plan,
including,
without limitation,
the right to
make certain determinations
and elections with respect to
the Performance Stock Unit. Any
dispute regarding
the interpretation of
this Agreement or
the terms of the
Plan shall be
submitted to the
Committee or its
delegate who
shall have the
discretionary authority to
construe the terms
of this Agreement,
the Plan, and all
documents
ancillary to
this Award. The decisions of the Committee or its
delegate shall be final and binding and any reviewing court of
law or other
party shall defer to its decision, overruling
if, and only if, it is arbitrary
and capricious. In no way is it intended
that this review standard subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act.
19.
Binding
Effect
.
This Agreement shall
be binding upon and
inure to the
benefit of any
successors to the
Company and all
persons lawfully claiming under the
Participant.
20.
Governing
Law and Forum
. Without limiting the effect of section 16, this Agreement shall be governed
by, and construed in
accordance with, the laws of the State of Delaware without
regard to principles of conflict of
laws.
21.
Severability
. The provisions
of this Agreement are severable and
if any one or more of
the provisions are determined to be
illegal or
otherwise unenforceable, in whole or
in part, the Agreement shall
be reformed and
construed so that it would be
enforceable to the
maximum extent legally possible, and if
it cannot be so reformed and
construed, as if such unenforceable
provision, or part thereof, had never been contained
herein.
22.
Waiver
. The waiver by the Company with
respect to Participant’s (or any other
participant’s) compliance with any provision
of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this
Agreement.
A copy of the Plan and the Prospectus to the General ▇▇▇▇▇, 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.
9
GENERAL ▇▇▇▇▇, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is
made under the General ▇▇▇▇▇, Inc.
2022 Stock Compensation Plan (the "Plan"),
and is subject to the
terms and
conditions contained in
the Plan document
and this Performance
Stock Unit Award Agreement
(“Agreement”). The Participant: (i) acknowledges
receipt of a copy of the Plan and Plan prospectus, (ii) represents that
the Participant has
carefully read and is familiar with the
provisions of this Agreement and the Plan, and (iii) hereby
accepts the Performance Stock Units subject
to all of the terms and conditions set forth herein, and
in the Plan. If the
Participant does not wish
to receive the Performance Stock Units
and/or does not consent and agree to the
terms and
conditions
on which the Performance Stock
Units are offered, as
set forth in
this Agreement and the
Plan, then the
Participant must reject this Award via the
website of the Company’s designated broker, no later than 60 days following
the Grant
Date. If the Participant rejects this
Award, this Award will immediately be
forfeited and cancelled. The
Participant’s failure
to reject this Award within
this 60 day period will constitute
the Participant’s acceptance of this
Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS AWARD,
dated on the above
Grant Date, is
made by General Mills,
Inc., (the "Company"),
and made to the
person
named above (the "Participant" or referred to as
“I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
0.10 per share (“Stock”). The
units granted pursuant to this Agreement are referred to as the
“Performance Stock Units”. The
number of Performance Stock
Units earned by the Participant for the Performance Period will be
determined at the end of the
Performance
Period based on the level of
achievement against the Performance Measures and
conditions in accordance with
Attachment A. The number of shares
of Stock the Participant is paid is dependent on the number
of Performance Stock Units
earned and satisfactory completion of
the service requirements described herein. Whether, and the extent to which Performance
Measures have been satisfied at the end of the Performance Period shall be certified by the Compensation & Talent Committee
before any payment is made,
and all such determinations shall be made by the
Compensation & Talent Committee in its sole
discretion. For each
Performance Stock Unit earned and vested,
if any, at the Expiration
Date of the Restricted Period, one
share of the Company’s Stock shall be issued to the
Participant on the Expiration Date of the Restricted Period, subject to any
additional restrictions or
holding requirements in Attachment A. Except
as otherwise defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.
2.
Vesting of
Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
. The
Performance Stock Units shall vest on the Expiration Date
of the Restricted Period set forth
above (“Vesting Date”) subject to the terms of this Agreement and
the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock Units awarded
hereunder are subject to
forfeiture if the Participant’s employment with the
Company or any subsidiary or affiliated
companies terminates under certain circumstances before the Vesting Date, as
herein provided.
(i)
Resignation
or Termination for
Cause.
or affiliated companies is
terminated by either (i) resignation, or (ii) a
discharge due to Participant’s illegal
activities, poor work
performance, misconduct or violation of
the Company’s Code of Conduct, policies or
practices, then these
Performance Stock Units, to the extent they are
not fully vested as of the Termination
Date, shall
for no consideration
be cancelled and
forfeited in their
entirety. For the
avoidance of doubt,
“Termination Date” for purposes of this Award will be deemed to
occur as of the date Participant is no longer
10
actively providing
services as an
employee, unless otherwise
determined by the
Company in its sole
discretion, and
no vesting shall continue during
any notice period that may be
specified under contract or
applicable law with
respect to such termination, including
any “garden leave” or
similar period, except as
may otherwise be permitted in the Company’s sole discretion.
(ii)
Involuntary
Termination/ Early
Retirement.
involuntarily at the initiation of the Company for any reason other than specified in Plan Section 11 (Change
in Control), or
(i), (iv) or
(v) in this section 2,
and upon the execution (without
revoking) of an effective
general legal release and such other documents as are
satisfactory to the Company, or if the Participant retires
on or after age 55
but before age 62,
this Award shall be payable
on the Expiration Date of the Restricted
Period with a value,
if any, that otherwise would be earned under the
applicable performance goals established
under Attachment A
based on
actual performance; and shall
vest at the Expiration
Date of the Restricted
Period in a
pro-rata amount based on actual employment completed during the Performance
Period through
the date of termination. All other Performance Share Units
shall be forfeited as of the date of
termination.
(iii)
Death.
the Performance Period, this Award shall fully vest
and shall be considered to be earned in full “at target” as
if the applicable
Performance Measures established in Attachment A have been achieved
at target, and settled
and paid on the first day of the month following death
to the designated beneficiary or beneficiaries.
(iv)
Normal
Retirement
. If the termination of employment is due to a Participant’s
retirement on or after age 62,
then if
such retirement occurs
before the
end of the
Company’s fiscal year
within which this Award was
granted, it shall vest in a pro-rata amount based on
actual employment completed during said fiscal year. But
if such retirement
occurs after the end of the
fiscal year in which it is
awarded, then it shall
vest fully. In
either case, vested Units
shall be paid on the Expiration Date of
the Restricted Period, with a value, if any,
that otherwise would be earned under the applicable performance
goals established in the Attachment based
on actual performance.
(v)
Spin-offs
and Other
Divestitures.
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.
payable on the
Company’s Stock on or after the Grant Date of
this Award until the Award is settled
and/or forfeited shall be
credited notionally
to the Participant in an
amount equal to
such declared dividends or
other distributions on an equivalent
number of shares of Stock (“Dividend Equivalents”). Dividend
Equivalents so credited shall be paid if, and only to the extent,
the underlying Performance
Stock Units to which they relate become unrestricted and vest, as provided
under the terms of the
Plan
and this Agreement. Dividend Equivalents
credited in respect to Performance Stock
Units that are forfeited under the
terms of the Plan and this document, are correspondingly forfeited. No interest
or other earnings shall be credited on Dividend
Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Performance Stock Units to
which they relate are settled.
4.
Settlement
of Performance Stock Units.
as administratively practicable but in no
event later than 30 days after the vesting date, except where such settlement following
a Section
409A Separation from Service requires a
six-month delay. The Company will provide for
settlement in the form of
shares of Stock. At the Company’s discretion, additional restrictions or
holding requirements may be imposed on settled Units
and dividend equivalents, if
any.
5.
Non-Transferability
. The
Performance Stock Units
may not be sold,
assigned, pledged, exchanged, hypothecated,
encumbered, disposed of, or otherwise transferred, unless otherwise provided in the
Plan or this Agreement. Upon any attempt
to transfer, assign, pledge,
hypothecate or otherwise dispose of the Performance Stock Units
or of such rights contrary to the
provisions hereof or in the Plan, the Performance Stock Units and such rights shall
immediately become null and void.
11
6.
Withholding
of Tax.
subsidiary or affiliated company that
employs the Participant (the “Employer”), the ultimate liability for all income tax, social
contributions, payroll
tax, fringe benefits tax, payment on
account, hypothetical tax or other
tax-related items related to the
Participant’s participation in the Plan
and legally applicable to the Participant or deemed by the Company or
the Employer in
their discretion to be an appropriate charge to the Participant
even if legally applicable to the Company or the Employer (“Tax-
Related
Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company
or the
Employer, if any.
The Participant further
acknowledges that the
Company and/or the
Employer (a) make no
representations or
undertakings regarding the
treatment of any
Tax-Related Items in
connection with any
aspect of the
Performance Stock
Units, including, but
not limited to,
the grant, vesting,
the subsequent sale
of shares of Stock
acquired
pursuant to such vesting and the receipt of any dividends; and (b) do not commit to and are under no obligation to
structure the
terms of the grant or any aspect
of the Performance Stock Units to reduce or eliminate
the Participant’s liability for Tax-Related
Items or achieve
any particular tax result. Further, if the Participant is subject
to Tax-Related Items in more than one jurisdiction
between the
Grant Date and the
date of any
relevant taxable or
tax withholding event,
as applicable, the Participant
acknowledges that
the Company and/or the
Employer (or former
employer, as applicable)
may be required to
withhold or
account for
Tax -Related Items in more than one jurisdiction.
Prior to
the relevant taxable
or tax withholding event,
as applicable, the Participant agrees
to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, unless otherwise approved by
the Committee, the Company shall satisfy the obligations
with regard to all Tax -Related Items by one or a combination of the
following: (i)
withholding from the Participant’s wages
or other cash compensation paid to
the Participant by the Company
and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon settlement of the Performance Stock Units
or other awards granted to the Participant or (iii) permitting the Participant to tender to the Company cash
or, if allowed by the
Committee, shares of Stock.
Depending on the withholding method, the Company
may withhold or account for Tax-Related Items by considering applicable
statutory withholding
rates (as determined
by the Company in
good faith and in
its sole discretion)
or other applicable
withholding rates, including maximum applicable rates, in which
case the Participant will receive a refund of any over-withheld
amount and will have no entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding
from the
shares of Stock to
be delivered upon
vesting of the
Performance Stock Units,
for tax purposes, the
Participant is
deemed to have been
issued the full number of shares of Stock subject to the Performance
Stock Units, notwithstanding that a
number of
shares of Stock are held back solely for the purpose of paying
the Tax-Related Items. The Participant will have no
further rights with respect to any shares of Stock that are retained by the
Company pursuant to this provision.
The Participant
agrees to pay to the
Company or
the Employer any amount
of Tax-Related Items that
the Company or the
Employer may be
required to withhold or account for
as a result of
the Participant’s participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Stock or proceeds from the
sale of shares
of Stock until arrangements satisfactory to
the Company have been made in
connection with the Tax-Related
Items.
7.
Restrictive
Covenants; Confidential Information; Work Product.
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.
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
12
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, customer,
vendor or partner
client or contact
lists, financial data, technological
developments, manufacturing processes and specifications,
product formulas, ingredient specifications, software code,
and all other proprietary information which is not publicly available to others.
Prior to leaving the Company, I agree to return all materials in my possession containing Confidential Information, as
well as
all other documents
and other tangible
items provided to
me by General
Mills, or developed
by me in
connection with my employment with the Company.
b.
I agree to promptly
tell General ▇▇▇▇▇ about any ideas, concepts, improvements, designs, inventions, discoveries, and
creative works (collectively, “Work
Product”) which I conceive or create during my employment with General ▇▇▇▇▇
which relate to General ▇▇▇▇▇’ businesses.
I further agree to immediately, automatically and irrevocably
assign, and hereby do assign, to General ▇▇▇▇▇ any and
all intellectual property rights in and to such Work Product, and all such
intellectual property rights shall be solely and
exclusively owned by
General ▇▇▇▇▇. “Intellectual property rights” means
patent rights, copyrights, trade secret rights,
trade dress rights, trademark rights and all comparable rights throughout the
world.
During my employment with General
▇▇▇▇▇ and anytime thereafter, I will take
all necessary steps, at General ▇▇▇▇▇’
request and expense, but without further compensation to me, to execute any instruments necessary to enable General
▇▇▇▇▇ or General ▇▇▇▇▇’ nominee to register intellectual property rights
throughout the world.
After I
leave General ▇▇▇▇▇, ▇ agree to help General
▇▇▇▇▇ in every way possible in any government or
legal proceedings
pertaining to any General ▇▇▇▇▇ intellectual property
rights.
c.
[
This
Section 7.c. 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.
d.
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.
e.
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.
(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);
13
(b)
the grant of the
Performance Stock Units is voluntary and occasional and does not create any contractual or
other right
to receive
future grants of
Performance Stock Units,
or benefits in
lieu of Performance
Stock Units, even if
Performance Stock Units s or other awards have been granted in the past;
(c)
all decisions with
respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
(e)
the Performance
Stock Units and the Participant’s participation in the
Plan shall not create a right to employment or
be interpreted as forming an employment contract with the Company or any of
its Subsidiaries or affiliated companies
and shall
not interfere with the ability of the Company or
the Employer, as applicable, to terminate
the Participant’s
employment relationship (as otherwise may be permitted
under local law);
(f)
unless
otherwise agreed with
the Company, the
Performance Stock Units
and any shares of
Stock acquired upon
vesting of the Performance Stock Units, and the income from and value of same, are not granted as consideration for,
or in
connection with, any
service the Participant
may provide as a
director of any
subsidiary or affiliate
of the
Company;
(g)
the Performance
Stock Units and any shares of Stock acquired under the Plan and the income
and value of same, are
not part
of normal or
expected compensation for
purposes of calculating
any severance, resignation, termination,
redundancy, dismissal,
end-of-service payments, bonuses,
long-service awards, pension
or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any
subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying the
Performance Stock Units is unknown, indeterminable, and cannot
be predicted with
certainty;
(i)
upon vesting of
the Performance Stock Units, the value of such shares of Stock may increase or decrease in
value;
(j)
no
claim or entitlement
to compensation or
damages shall arise
from forfeiture of
the Performance Stock Units
resulting from termination of the
Participant’s employment (for any reason whatsoever and whether or
not in breach
of local labor laws or later found invalid) and, in
consideration of the Performance Stock Units, the Participant agrees
not to institute any claim against the Company or the Employer;
(k)
the Performance
Stock Units and the benefits evidenced by this Agreement do not create any
entitlement not otherwise
specifically provided
for in the Plan
or provided by
the Company in
its discretion, to have the
Performance Stock
Units or
any such benefits
transferred to, or
assumed by, another
company, nor to be
exchanged, cashed out or
substituted for, in connection with any corporate transaction affecting the
shares of Stock; and
(l)
neither the
Company nor any of its Subsidiaries or affiliated companies shall
be liable for any foreign exchange rate
fluctuation between the Participant’s
local currency and the U.S. dollar that may affect the
value of the Performance
Stock Units
or any amounts due
to the Participant
pursuant to the
vesting of the
Performance Stock Units
or the
subsequent sale of any shares of Stock acquired upon vesting of the
Performance Stock Units.
9.
Data
Privacy.
If the
Participant would like
to participate in
the Plan, the
Participant will need
to review the information
provided in this
Section 9 and, where applicable, declare
the Participant’s consent to the
processing of personal data by the
Company and the third parties stated
below.
If the Participant is
based in the European Union (“EU”), European Economic Area (“EEA”)
or United Kingdom, please note
that General
▇▇▇▇▇, Inc. with registered address at One General ▇▇▇▇▇
Boulevard, Minneapolis, MN 55426-1347, is the controller
responsible for the processing of the Participant’s personal data in
connection with the Agreement and the Plan.
14
(a)
Data
Collection and Usage.
The Company collects,
processes, uses and
transfers certain personally-identifiable
information about the
Participant, specifically, the Participant’s name,
home address and telephone number, email
address, date of birth, social insurance, passport number or
other identification number, salary, nationality, job title,
any shares of Stock or directorships held in the Company or
any affiliated company, details of all Performance Stock
Units or any other entitlement
to shares of Stock awarded, canceled, exercised, settled, vested,
unvested or outstanding
in the
Participant’s favor, which
the Company receives
from the Participant
or the Employer
(the “Data”). The
Company collects, processes and uses the
Data for the purposes of performing its contractual obligations under this
Agreement,
implementing, administering and managing the
Participant’s participation in
the Plan and facilitating
compliance with applicable tax and securities law.
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
Performance Stock Units. The processing of
Data
will take place
through both electronic
and non-electronic means.
Data will only be
accessible by those
individuals requiring access to it for purposes of
implementing, administering and operating the Plan.
(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.
15
(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
Performance Stock Units or any other
equity award to the Participant
or administer or maintain such
awards.
Therefore, the Participant understands that
refusing or withdrawing consent may affect
the Participant’s
ability
to participate in the Plan. For
more information on the consequences of
refusal to consent or withdrawal of
consent, the Participant should contact HR Direct.
10.
Clawback
. This Award is specifically made subject to the Company’s
Executive Compensation Clawback Policies.
11.
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇; Market
Abuse Laws.
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., Performance
Stock Units) or rights linked to the
value of shares of Stock, during such
times the Participant is considered to have “inside
information” regarding the Company
as defined
by the laws or regulations in the
Participant’s country. Local ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Performance
Stock Units be drawn up in
English. To the extent the Participant has been
provided with a copy of this Agreement, the Plan,
or any other documents
relating to this Award in a language other than
English, the English language documents will prevail
in case of any ambiguities or divergences as a result of
translation.
14.
Addendum.
Notwithstanding any provisions
in this Agreement, the Performance Stock
Units shall be subject to any special
terms and
conditions set forth
in the Country-Specific
Addendum to this
Agreement (the “Addendum”).
Moreover, if the
Participant transfers to one of the countries included in such Addendum, the special terms and conditions for such country will
apply to the Participant, to the extent the Company determines that the application of such terms
and conditions is necessary or
advisable to comply with local law or facilitate
the administration of the Plan (or the Company may establish alternative terms
and conditions as may be necessary or advisable to
accommodate the Participant’s transfer). The Addendum constitutes part of
this Agreement.
15.
Not a
Public Offering
. The
award of the Performance Stock Units is not
intended to be a public offering of securities
in the
Participant’s country
of employment (or country of residence,
if different). The Company has not
submitted any registration
statement,
prospectus or other filings with the local securities authorities
(unless otherwise required under local law), and the
award of the
Performance Stock Units is not subject to the
supervision of the local securities authorities.
No employee of the
16
Company or any
of its Subsidiaries or affiliated companies
is permitted to advise the Participant
on whether he/she should
participate in
the Plan. Acquiring shares of
Stock involves a degree of
risk. Before deciding to
participate in the Plan, the
Participant should carefully consider all risk factors relevant to the acquisition of shares of Stock under the Plan and
carefully
review all of
the materials related to the Performance
Stock Units and the Plan. In
addition, the Participant should consult
with his/her personal advisor for professional
investment advice.
16.
Repatriation;
Compliance with
Law
. The
Participant agrees to
repatriate all
payments attributable to
the shares of Stock
and/or cash acquired under the Plan
in accordance with applicable foreign exchange rules and
regulations in the Participant’s
country of
employment (and country of residence, if different). In addition,
the Participant agrees to take any and all actions,
and consent
to any and all
actions taken by the
Company and any of
its Subsidiaries and
affiliated companies, as
may be
required
to allow the Company and any
of its Subsidiaries and affiliated companies
to comply with local laws, rules and/or
regulations in the
Participant’s country of employment (and country of residence,
if different). Finally, the Participant agrees
to take any and all
actions as may be required to
comply with the Participant’s personal
obligations under local laws, rules
and/or regulations in the Participant’s country of employment and country
of residence, if
different).
17.
Imposition
of Other
Requirements
. The
Company reserves the
right to impose
other requirements on
the Participant’s
participation in the Plan, on the
Performance Stock Unit, and on any shares of Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable
for legal or administrative reasons, and to require the Participant to sign
any
additional agreements or undertakings that may be necessary to
accomplish the
foregoing.
18.
Committee’s
Powers
. No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed
or interpreted as
terminating, modifying or altering any of
the powers, rights or authority vested
in the Committee or, to the
extent delegated, in its delegate, pursuant to
the terms of the Plan or resolutions adopted in furtherance of the Plan,
including,
without limitation,
the right to
make certain determinations
and elections with respect to
the Performance Stock Unit. Any
dispute regarding
the interpretation of
this Agreement or
the terms of the
Plan shall be
submitted to the
Committee or its
delegate who
shall have the
discretionary authority to
construe the terms
of this Agreement,
the Plan, and all
documents
ancillary to
this Award. The decisions of the Committee or its
delegate shall be final and binding and any reviewing court of
law or other
party shall defer to its decision, overruling
if, and only if, it is arbitrary
and capricious. In no way is it intended
that this review standard subject the Plan or Award to the U.S. Employee
Retirement Income Security
Act.
19.
Binding
Effect
.
This Agreement shall
be binding upon and
inure to the
benefit of any
successors to the
Company and all
persons lawfully claiming under the
Participant.
20.
Governing
Law and Forum
. Without limiting the effect of section 16, this Agreement shall be governed
by, and construed in
accordance with, the laws of the State of Delaware without
regard to principles of conflict of
laws.
21.
Severability
. The provisions
of this Agreement are severable and
if any one or more of
the provisions are determined to be
illegal or
otherwise unenforceable, in whole or
in part, the Agreement shall
be reformed and
construed so that it would be
enforceable to the
maximum extent legally possible, and if
it cannot be so reformed and
construed, as if such unenforceable
provision, or part thereof, had never been contained
herein.
22.
Waiver
. The waiver by the Company with
respect to Participant’s (or any other
participant’s) compliance with any provision
of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this
Agreement.
A
copy of the Plan and the Prospectus to the General ▇▇▇▇▇, 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.