RESTRICTED STOCK UNIT AWARD
1
Exhibit 10.3
GENERAL ▇▇▇▇▇, INC.
RESTRICTED STOCK UNIT AWARD
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
NUMBER OF UNITS
AWARDED:
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 Mills,
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.
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.
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(ii)
Involuntary
Termination.
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 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 (or deferred, if properly elected)
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.
completion of
at least five (5) years
of service
with the Company, 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 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 (or
deferred, if properly elected) 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.
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 hereunder, 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.
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
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,
3
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;
Work Product
. 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.
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 ▇▇▇▇▇, 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.
4
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 ▇▇▇▇▇, I 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 Mills,
including retiring from the Company, I
will indefinitely refrain from
using Company client or contact lists,
and for two years I will refrain from soliciting
the Company’s customers.
A breach of the obligations set forth in this
paragraph may result in the rescission of the 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
6
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 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
7
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 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.
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).
8
17.
Imposition of
Other Requirements.
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.
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
▇▇▇▇▇, 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.
RESTRICTED STOCK UNIT AWARD
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
Mills, 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.
(a)
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
(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)
Termination
for Cause.
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.
(ii)
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
unvested Restricted Stock
Units that
are in the tranche with a
Scheduled Vesting Date within 12 months of
the Termination Date shall
10
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.
(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)
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.
(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.
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.
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 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
11
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; Work
Product
. 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.
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, 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.
12
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 ▇▇▇▇▇, I 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 Mills, including retiring
from the Company, I will refrain from
directly or indirectly
soliciting Company employees for the purpose
of hiring them or inducing them
to leave
their employment with the Company.
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.
f.
I
agree that for one year after
I leave General Mills, including retiring
from the Company, I will refrain from
directly or indirectly
soliciting Company employees for the purpose
of hiring them or inducing them
to leave
their employment with the Company.
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;
13
(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 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
(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.
14
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 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.
15
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.
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.
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.
16
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.
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
▇▇▇▇▇, 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.