STOCK OPTION AWARD
1
Exhibit 10.2
GENERAL ▇▇▇▇▇, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[Officer]
PERNR:
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 Stock
Option Award Agreement (“Agreement”). The Optionee:
(i) acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents that the Optionee has carefully read and
is
familiar with the provisions of this Agreement and the
Plan, and (iii) hereby accepts the Stock Option subject
to all of
the terms and
conditions set forth herein, and in the Plan. If the Optionee
does not wish to receive the Stock Option and/or
does not consent and agree to the terms and conditions on which
the Stock Option is offered, as set forth in this Agreement
and the Plan, then the Optionee must reject this Award via the website of the Company’s designated
broker, no later than
60 days
following the Grant
Date. If the
Optionee rejects this
Award, this Award
will immediately be
forfeited and
cancelled. The Optionee’s exercise of
this Award will also constitute the Optionee’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 below ▇▇▇▇▇
Date, is made by General ▇▇▇▇▇,
Inc., (the "Company"), and made to
the person
named above (the "Optionee" or referred
to as “I”, “you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to
the Optionee under the Plan the following non-qualified
option to purchase
the Company's
common stock, par value USD 0.10 per share (“Common
Stock”). The option granted pursuant to this Agreement
is referred to as the “Stock Option” and subject to the terms in this
Agreement. Except as otherwise defined herein, capitalized
terms shall have the
same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option
Shares:
Exercise price per
share:
Type of Stock Option:
2.
Vesting
of Stock Option;
Forfeiture.
(a)
Vesting
Schedule
. The Stock Option shall vest and become exercisable in tranches, each tranche having its own 12
month vesting period occurring consecutively, starting on the Grant
Date.
Tranche
Scheduled Date Exercisable
(b)
Forfeiture
of Stock Option
.
The Optionee acknowledges that the Stock
Options granted hereunder are subject to
forfeiture, and/or
limited exercise period,
if the Optionee’s
employment with the
Company or any Subsidiary
terminates under certain circumstances, as herein
provided.
(i)
Resignation
or Termination for
Cause.
affiliated companies
is terminated at any time prior
to the Expiration Date by
either (i) resignation, or (ii) a
discharge due to Optionee’s illegal activities,
poor work performance, misconduct or violation of the Company’s
Code of Conduct,
policies or practices, then, to the
extent the Option Shares are vested as
of the Termination
Date, they
shall expire three (3) months after the Termination Date (but in no
event beyond the Expiration Date);
and, if and to the extent
the Option Shares are not vested as of the Termination Date, the unvested portions shall
for no consideration be cancelled
and forfeited immediately with no ability to be exercised.
For the avoidance
of doubt,
“Termination Date” for purposes of this Award will be deemed to occur as of the date Optionee is no
2
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
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 on the respective
Scheduled
Vesting Date otherwise applicable to such
tranche.
(iii)
Death.
any applicable
vesting period, this Award shall
become fully vested and exercisable upon
death and may be
exercised by the
person designated as such Optionee’s beneficiary
or beneficiaries or, in the absence
of such
designation, by the Optionee’s estate.
The Stock Option shall remain exercisable until the Expiration Date.
(iv)
Retirement.
completion of
at least five (5)
years of Company
service, this Award’s
tranches shall continue
to vest and
become exercisable on each respective Scheduled Date Exercisable, remaining
exercisable until the Expiration
Date. Notwithstanding the above, if the
Termination Date is within twelve months of the Grant Date, the Award
shall
vest on a pro rata basis based on employment completed since grant prior to
the Termination Date within
the first year
after Grant Date and shall be
exercisable until the Expiration Date beginning
on the Scheduled
Date Exercisable for the tranche to which the option belongs.
The terms of this paragraph (iv) shall not apply to
an Optionee who, prior
to a Change of Control, is terminated for
cause as described in (b)(i) above; said Optionee
shall be treated as provided in (b)(i).
(v)
Spin-offs
and Other Divestitures.
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 the Stock Option.
3.
Exercise of the Option.
(a)
Method of
Exercise
. Optionee may exercise the vested portion of the Stock Option
(provided the Fair Market Value
of the
shares of Common Stock exercised exceeds the exercise price)
prior to the Expiration Date of the Stock Option
or such earlier date indicated hereunder by delivering a notice of exercise in
such form as may be designated by the
Company from time to time, or making the
required electronic election with the Company’s designated broker, and
paying the
exercise price and any Tax -Related
Items (as defined in section 5
below) and costs to the Company’s
stock plan
administrator or such
other person as
the Company may
designate, together with
such additional
documents as the Company may then require pursuant to the
terms of the Plan.
(b)
Method
of
Payment
. Payment
of the exercise
price may be made
by one of the
methods available under the
Company’s exercise procedures, which may include:
(i)
Payment by cash or
check.
(ii)
Payment by
transfer to the Company of whole shares of Common Stock Optionee already owns having a Fair
Market Value determined at the time of exercise of the Stock Option equal
to, but not exceeding, the exercise
price and any
Tax-Related Items; and
(iii)
A “same day
sale” transaction pursuant to which a third party (engaged by you or the Company) loans funds
to you to enable
you to purchase shares of Common Stock
and pay any Tax -Related Items, and then sells a
3
sufficient number of
the exercised shares of Common Stock on
your behalf to enable you to
repay the loan
and any fees. The remaining shares of Common Stock and/or cash
are then delivered by the third party to the
Optionee.
The Company may suspend, or eliminate, various forms of
permissible payment of the exercise price from time to time
in its sole discretion. Further, notwithstanding any provision
within this Agreement to the contrary, if the Optionee is
a resident or
provides services outside of the United
States, the Committee may require that
the Optionee (or in the
event of the Optionee’s death, his or her legal
representative, as the case may be) exercise the Stock Option in a method
other than as
specified above, may require the Optionee
to exercise the Stock Option only
by means of a “same day
sale” transaction (either a “sell-all”
transaction or a “sell-to-cover” transaction) as it
determines in its sole discretion,
or may require the Optionee to sell any
shares of Common Stock the Optionee acquires under the Plan immediately or
within a specified period following the Optionee’s
termination of employment with the Company or any Subsidiary or
affiliated companies (in which case,
the Optionee hereby agrees that the Company shall have the authority to
issue sale
instructions in relation to such shares on the
Optionee’s behalf).
(c)
Responsibility
for Exercise.
The Optionee
is responsible for
taking any and all
actions as may be
required to
exercise the Stock Option in a timely manner
and for properly executing any such documents as may be required for
exercise in
accordance with such
rules and procedures
as may be
established from time
to time. The Optionee
acknowledges that information
regarding the procedures and requirements for
the exercise of the Stock Option is
available to the
Optionee on request. Neither the Company
nor any Subsidiary or affiliated companies
shall have
any duty or obligation to notify you of the Expiration Date of the
Option.
4.
Non-Transferability.
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 Stock Option or of
such rights contrary to the provisions hereof or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken
by the Company or,
if different, the
Subsidiary
or affiliated company that employs the
Optionee (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
Optionee’s participation in the Plan and legally applicable to the Optionee
or deemed by the Company or the Employer in their
discretion to be an
appropriate charge to the Optionee even if legally applicable to the Company or the Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the amount actually
withheld by the Company or the
Employer, if any. The
Optionee 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 Stock Option, including,
but not limited
to, the grant, vesting, exercise and
the subsequent sale of shares of
Common Stock acquired pursuant to such
vesting and exercise
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 Stock Option to reduce
or eliminate the Optionee’s liability
for Tax-Related Items or
achieve any particular tax result. Further, if the Optionee 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 Optionee 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 Optionee 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 Optionee’s wages or other cash
compensation paid to the Optionee by the Company and/or
the Employer; (ii)
withholding from the shares of Common Stock to be delivered upon settlement of the Stock Option
or other
awards granted to the Optionee or (iii) permitting the Optionee to
tender to the Company cash or, if allowed by the Committee,
shares of Common 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 Optionee 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 Common Stock to be delivered upon vesting of the Stock Option,
for tax purposes, the Optionee is deemed
to have been issued the full number of shares of Common Stock subject to the
Stock Option, notwithstanding that a number of
shares
of Common Stock
are held back solely
for the purpose of paying the
Tax -Related Items. The Optionee will
have no
further rights with respect to any shares of Common Stock that are
retained by the Company pursuant to this provision.
4
The Optionee
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 Optionee’s
participation in the
Plan that cannot be
satisfied by the means previously described. The Company may refuse to issue or deliver shares of Common Stock or proceeds
from the sale of shares of Common
Stock until arrangements satisfactory to the Company have been made
in connection with
the Tax-Related
Items.
6.
Restrictive Covenants; Confidential Information; Work
Products.
The Optionee agrees to cooperate with the Company in
any way needed in order to comply with, or fulfill
the terms of the Plan and this Grant document. As a term and condition of
this ▇▇▇▇▇, Optionee 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.
Prior to
leaving the Company,
I agree to return
all materials in
my possession containing Confidential
Information, as
well as
all other documents and
other tangible items
provided to me
by General ▇▇▇▇▇, or
developed by me in connection with my employment with the Company.
b.
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.
5
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 6.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 Grant,
termination and
forfeiture
of any unvested or un-exercised Options,
and/or required payment to Company of
all or a portion of any
monetary gains acquired by Optionee as
a result of the Grant, unless the Grant 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.
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee 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 Stock
Option is voluntary and occasional and does not create any contractual or other right to
receive future grants
of stock options, or benefits in lieu of stock options,
even if stock options 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 Optionee’s
participation in the Plan is voluntary;
(e)
the
Stock Option and the
Optionee’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 Optionee’s employment relationship (as otherwise may be permitted
under local law);
(f)
unless otherwise
agreed with the Company, the Stock Option and any shares of Common Stock
acquired upon
vesting and
exercise of the
Stock Option, and
the income from
and value of same,
are not granted as
consideration for, or
in connection with, any service the
Optionee may provide as a director
of any of any
Subsidiary or affiliate of the Company;
(g)
the Stock Option
and any shares of Common 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,
6
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
Common Stock underlying the Stock Option
is unknown, indeterminable,
and cannot be predicted with
certainty;
(i)
if the underlying
shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon
exercise of the Stock Option, the
value of such shares of Common Stock
may increase or decrease in
value, even below the exercise price;
(k)
no claim or
entitlement to compensation or damages shall arise from forfeiture of the Stock
Option resulting
from termination
of the Optionee’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 Stock Option, the
Optionee agrees not to
institute any claim against the Company or the Employer;
(l)
the
Stock Option and the
rights evidenced by this
Agreement do not
create any entitlement not otherwise
specifically provided for in the Plan to have
the Stock Option 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 Common Stock; and
(m)
neither
the Company nor
any of its
Subsidiaries or affiliated
companies shall be
liable for any foreign
exchange rate fluctuation between the Optionee’s local currency and the U.S. dollar that may affect the value
of the Stock Option or
any amounts due to the Optionee pursuant to the
exercise of the Stock Option or the
subsequent sale of any shares of Common Stock acquired upon exercise of the
Stock Option.
8.
Data
Privacy
.
If the Optionee would like to participate in the Plan, the
Optionee will need to review the information provided
in this Section 8 and, where applicable, declare the
Optionee’s consent to the processing of personal data by the Company and
the third parties stated
below.
If the
Optionee 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
Optionee’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
Optionee, specifically, the Optionee’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 Stock Options
or any other entitlement to shares of Stock
awarded, canceled, exercised,
settled,
vested, unvested or
outstanding in the
Optionee’s favor, which
the Company receives
from the
Optionee 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 Optionee’s participation in the Plan and
facilitating compliance with applicable tax and securities
law.
If the Optionee 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 Optionee is based in any other jurisdiction,
the legal basis for the processing of the
Data by the Company
is the
Optionee’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
7
Company’s service provider
will maintain an account for the Optionee to administer the
Stock Options. 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 Optionee’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 Optionee
is based in any other jurisdiction, the Data will be transferred from the
Optionee’s jurisdiction
to the
Company and onward
from the Company to
any of its service
providers based on
the Optionee’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 Optionee’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 Optionee
is in the
EU,
EEA or United Kingdom) or the
Optionee’s consent (if the Optionee is
outside the EU, EEA or United
Kingdom).
(e)
Data
Subject Rights. The Optionee may have a
number of rights under data privacy laws
in the Optionee’s
jurisdiction.
Subject to the conditions set out in the applicable
law and depending on where the Optionee 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 Optionee’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 Optionee can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Optionee understands that providing the Company with Data is
necessary for the
performance of the Agreement and
that the Optionee’s refusal
to provide the Data would
make it
impossible for the
Company to perform
its contractual obligations
and may affect the
Optionee’s
ability to participate in the Plan.
(g)
Declaration
of Consent (if the Optionee is outside the EU, EEA and United
Kingdom). The Optionee 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
Optionee’s participation in the Plan. The Optionee
understands that the Optionee may, at any time, refuse or
withdraw
the consents herein, in any case
without cost, by contacting
HR Direct. If the Optionee
does not
consent or later seeks to revoke the
Optionee’s consent, the Optionee’s employment status or service with the
Employer will
not be affected; the
Optionee’s consequence of
refusing or withdrawing
consent is that the
Company would
not be able to award the
Stock Options to the Optionee or
any other equity award to the
Optionee
or administer or
maintain such awards.
Therefore, the Optionee
understands that refusing or
withdrawing consent may affect the Optionee’s ability to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of
consent, the Optionee should contact HR Direct.
9.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Market Abuse
Laws
. By participating in the Plan, the
Optionee agrees to comply with the Company’s policy
on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (to the extent that it is applicable to the Optionee), the Optionee further acknowledges that, depending on the
Optionee’s or his
or her broker’s country of residence
or where the shares of Common
Stock are listed, the Optionee may be
subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and/or market abuse laws
that may affect the Optionee’s ability to accept, acquire, sell or
otherwise dispose of
shares of Common Stock, rights to
shares of Common Stock (e.g., stock
options) or rights linked to the
value of shares
of Common Stock, during such times
the Optionee is considered to
have “inside information” regarding the
Company as
defined by the
laws or regulations
in the Optionee’s
country. Local ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ laws and
regulations may
prohibit the
cancellation or amendment
of orders the
Optionee places before
he or she
possessed inside information.
Furthermore, the
Optionee 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 Optionee
understands that third parties include
fellow employees. Any restriction under these laws or regulations
are separate from and
8
in addition
to any restrictions
that may be
imposed under any
applicable Company ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ policy. The Optionee
acknowledges that it is
the Optionee’s responsibility to comply with
any applicable restrictions, and that the Optionee should
therefore consult the Optionee’s personal advisor on this
matter
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee 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
Optionee 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.
12.
English
Language
. The Optionee acknowledges and agrees that it is the Optionee’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 Stock Option be
drawn up
in English. To the
extent the Optionee
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.
13.
Addendum
.
Notwithstanding any provisions
in this Agreement, the Stock
Option shall be subject to
any special terms and
conditions set
forth in the
Country-Specific Addendum to
this Agreement (the
“Addendum”). Moreover, if
the Optionee
transfers to one of the countries included in such Addendum,
the special terms and conditions for such country will apply to the
Optionee, 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 Optionee’s transfer).
The Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award
of the Stock Option is not
intended to be a public offering
of securities in the Optionee’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
Stock Option 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 Optionee on
whether he/she should
participate in the Plan.
Acquiring shares of Common
Stock involves a degree of risk. Before
deciding to participate in the Plan, the Optionee should
carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option and the Plan. In addition, the Optionee should consult with his/her personal advisor
for professional investment
advice.
15.
Repatriation; Compliance with
Law
. The Optionee
agrees to repatriate all payments attributable
to the shares of Common
Stock and/or
cash acquired under
the Plan in
accordance with applicable
foreign exchange rules
and regulations in the
Optionee’s country of employment (and country
of residence, if different). In addition, the Optionee 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 Optionee’s country of employment
(and country of residence,
if different). Finally, the
Optionee agrees to
take any
and all actions as may be required to comply
with the Optionee’s personal obligations under local
laws, rules and/or
regulations in the
Optionee’s country of employment and country of residence, if different).
16.
Imposition
of Other Requirements.
The Company
reserves the right
to impose other
requirements on the Optionee’s
participation in the Plan,
on the Stock Option, and on any shares of
Common 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 Optionee to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing
.
17.
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 Stock Option.
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
9
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.
18.
Binding
Effect.
lawfully claiming under the Optionee.
19.
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.
20.
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.
21.
Waiver
.
The waiver by the Company with
respect to Optionee’s (or any other
optionee’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.
10
GENERAL ▇▇▇▇▇, INC.
STOCK OPTION AWARD AGREEMENT
OPTIONEE:
[CEO]
PERNR:
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
Stock Option Award Agreement (“Agreement”). The Optionee:
(i) acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents that the Optionee has carefully read and
is familiar with the provisions of this Agreement and the Plan, and
(iii) hereby accepts the Stock Option subject to all of the
terms and conditions
set forth herein, and in the
Plan. If the Optionee does not
wish to receive the Stock Option and/or
does not consent and agree to the terms and conditions on which the Stock Option is offered, as set forth in this
Agreement
and the Plan, then the Optionee must reject this
Award via the website of the Company’s designated broker, no later
than
60 days
following the Grant
Date. If the
Optionee rejects this
Award, this Award
will immediately be
forfeited and
cancelled. The Optionee’s exercise of this Award will
also constitute the Optionee’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
below Grant Date, is
made by General ▇▇▇▇▇,
Inc., (the "Company"), and
made to the person
named above (the "Optionee" or referred to as “I”,
“you”, or “my”) (“Award”).
1.
Award of Stock
Option
. The Company grants to the Optionee under the Plan the following
non-qualified option to purchase the
Company's common stock, par value USD 0.10
per share (“Common Stock”). The option granted pursuant to this Agreement is
referred to as
the “Stock Option” and subject to
the terms in this Agreement. Except
as otherwise defined herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.
Grant Date:
Expiration Date:
Option Shares:
Exercise Price per share:
Type of Stock Option:
2.
Vesting of Stock Option; Forfeiture of Stock
Option.
(a)
Vesting
Schedule
. The Stock
Option shall vest and become exercisable in tranches, each tranche
having its own 12
month vesting period occurring
consecutively, starting on the Grant
Date.
Tranche
Scheduled Date Exercisable
(b)
Forfeiture
of Stock Option
.
The Optionee acknowledges that the Stock
Options granted hereunder are subject to
forfeiture, and/or
limited exercise period,
if the Optionee’s
employment with the
Company or any Subsidiary
terminates under certain circumstances, as herein
provided.
(i)
Termination
for Cause.
Expiration Date
by a discharge due
to Optionee’s illegal
activities, poor work
performance, misconduct or
violation of the Company’s Code of Conduct, policies or practices, then, to the extent the Stock Option is vested
as of the
Termination Date, those tranches shall expire
three (3) months after
the Termination Date (but in no
event beyond
the Expiration Date);
and, if and to
the extent the
Stock Option is
not fully vested
as of the
Termination Date,
tranches not fully vested shall for
no consideration be cancelled
and forfeited immediately
with no ability to be exercised. For the avoidance
of doubt, “Termination Date” for purposes of this Award will
be deemed
to occur as of
the date Optionee 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
11
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, or (i), (iv)
or (v) herein or if
the Participant retires on or after
age 55 but before age 62,
and (A) if, and to the
extent, the
Award’s tranches are already
vested and exercisable on the Termination Date, they shall
remain exercisable for
the lesser of
one (1) year from the Termination Date, or until
the Expiration Date; and (B) if, and to the extent,
tranches of the Award are not vested,
solely the unvested tranche of the Award with a Scheduled Date Exercisable
within 12 months of
the Termination Date shall vest and
become exercisable as of the Termination Date, in an
amount equal
to the pro-rata
amount based on
actual employment completed
during the tranche’s
12 month
vesting period,
with such newly-exercisable
Stock Options remaining
exercisable for one
(1) year from the
Termination Date.
Stock Options that do not become vested
and exercisable based on the previous provisions
shall be forfeited
as of the Termination Date.
No Stock Options 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.
any applicable
vesting period, this
Award shall become
fully vested and
exercisable upon death
and may be
exercised by
the person designated as
such Optionee’s beneficiary or
beneficiaries or, in
the absence of such
designation, by the Optionee’s estate. The Stock Option shall remain
exercisable until the Expiration Date.
(iv)
Normal
Retirement.
tranches shall continue to vest and become
exercisable on each respective Scheduled Date Exercisable,
remaining
exercisable until the Expiration Date. Notwithstanding the above, if the Termination Date is within
twelve months of the Grant Date, the Award shall vest on a pro rata basis based
on employment completed
from Grant Date to the Termination Date within the
first year after ▇▇▇▇▇ Date and shall be exercisable until the
Expiration Date beginning on the Scheduled Date Exercisable
for the tranche to which the option belongs.
Stock Options that do not become
vested and exercisable based on the previous provisions shall be forfeited as
of the
Termination Date.
(v)
Spin-offs
and Other Divestitures.
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 the Stock Option.
3.
Exercise of the Option.
(a)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock Option (provided the Fair
Market Value
of the shares of Common Stock exercised exceeds the
exercise price) prior to the Expiration Date of the Stock Option
by delivering
a notice of exercise in such form as may
be designated by the Company from time to time,
or making
the
required electronic election with
the Company’s designated broker, and
paying the exercise price and any
Tax-
Related Items (as defined in
section 5 below) and costs to the Company’s stock plan administrator
or such other person
as the Company may designate,
together with such additional documents as the Company may then require pursuant
to the terms of the Plan.
(b)
Method
of
Payment
. Payment
of the exercise
price may be made
by one of the
methods available under the
Company’s exercise procedures, which may include:
(i)
Payment by cash or
check.
(ii)
Payment by
transfer to the Company of whole shares of Common Stock Optionee already owns having a Fair
Market Value determined at the time of
exercise of the Stock Option equal to, but not exceeding, the exercise
price and any Tax-Related Items; and
12
(iii)
A “same
day sale” transaction pursuant to which a third party
(engaged by you or the Company) loans funds
to you to enable you
to purchase shares of Common Stock
and pay any Tax-Related Items,
and then sells a
sufficient number of the exercised shares of Common Stock on your behalf to
enable you to repay the loan and
any fees.
The remaining shares
of Common Stock
and/or cash are
then delivered by
the third party to
the
Optionee.
The
Company may suspend, or eliminate, various forms of permissible payment of the exercise price from time to time
in its sole discretion.
Further, notwithstanding any provision within this Agreement to the contrary, if the Optionee is a
resident or provides services outside of the United States, the Committee may require that the Optionee (or in the event
of the Optionee’s death, his or her legal representative, as the case may be) exercise the Stock Option in a method other
than as specified
above, may require the Optionee to
exercise the Stock Option only by
means of a “same day sale”
transaction (either a “sell-all” transaction or a “sell-to-cover”
transaction) as it determines in its sole discretion, or may
require the
Optionee to sell any shares of Common Stock the Optionee acquires under the Plan immediately or within a
specified period following the
Optionee’s termination of employment with the Company or any Subsidiary or affiliated
companies (in
which case, the
Optionee hereby agrees
that the Company
shall have the
authority to issue sale
instructions in relation to such shares on the
Optionee’s behalf).
(c)
Responsibility
for Exercise.
The Optionee is responsible for taking
any and all actions as may be required to exercise
the Stock Option in a timely manner and for properly executing any such
documents as may be required for exercise
in accordance with such rules and
procedures as may be established from time to time. The Optionee
acknowledges
that information regarding
the procedures and requirements for the
exercise of the Stock Option is
available to the
Optionee on
request. Neither the
Company nor any
Subsidiary or affiliated
companies shall have
any duty or
obligation to notify you of the Expiration Date of the
Option.
4.
Non-Transferability.
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 Stock Option or of such rights contrary
to the provisions hereof or in the Plan,
the Stock Option and such rights shall immediately become null and void.
5.
Withholding
of Tax
.
The Optionee acknowledges
that, regardless of
any action taken by
the Company or, if
different, the
Subsidiary
or affiliated company that employs the
Optionee (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
Optionee’s participation in the Plan and
legally applicable to the Optionee or deemed by the Company or the Employer
in their
discretion to be an appropriate charge to the Optionee even if legally applicable to the Company or
the Employer (“Tax-Related
Items”), is
and remains the
Optionee’s responsibility and
may exceed the
amount actually withheld
by the Company or
the
Employer, if
any. The Optionee 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 Stock Option, including, but
not limited to, the grant, vesting, exercise and the subsequent sale of shares of Common Stock acquired pursuant to such vesting
and exercise 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 Stock Option to
reduce or
eliminate the Optionee’s liability
for Tax-Related Items or achieve any
particular tax result.
Further, if the Optionee 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 Optionee 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 Optionee 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
Optionee’s wages or other cash compensation paid to the Optionee by
the Company and/or
the Employer;
(ii) withholding from the shares of Common Stock to
be delivered upon settlement of the Stock Option or other
awards granted to the Optionee or (iii) permitting the
Optionee to tender to the Company cash or, if allowed by the Committee,
shares of Common 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 Optionee 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 Common
Stock to be delivered upon vesting
of the Stock Option, for tax
purposes, the Optionee is deemed to have
been issued the full number of shares of Common Stock subject to the Stock Option, notwithstanding that a number of shares of
13
Common Stock are held back solely
for the purpose of paying the Tax -Related Items.
The Optionee will have no further rights
with respect to any shares of Common Stock that are retained by the
Company pursuant to this provision.
The Optionee
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 Optionee’s participation in the
Plan that cannot be satisfied by the
means previously described. The Company may refuse to issue or deliver shares
of Common Stock or proceeds from the sale of
shares of Common
Stock until arrangements satisfactory to the
Company have been made in connection
with the Tax -Related
Items.
6.
Restrictive Covenants; Confidential Information;
Work Product
. The Optionee agrees to cooperate with the Company in
any way needed in order to comply with, or fulfill the terms of the Plan and this
Grant document. As a term and condition of
this ▇▇▇▇▇, Optionee 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.
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.
14
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 6.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 Grant, termination and forfeiture of any
unvested
or un-exercised Options, and/or required payment to
Company of all or a portion of
any monetary gains acquired by
Optionee as a result
of the Grant, unless the Grant
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
7.
Nature of
Grant
. In accepting the Stock Option, the Optionee 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
Stock Option is voluntary and occasional and does not create
any contractual or other right to
receive future grants of stock options, or
benefits in lieu of stock options, even if stock options 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 Optionee’s
participation in the Plan is voluntary;
(e)
the
Stock Option and
the Optionee’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 Optionee’s employment relationship (as otherwise may be permitted
under local law);
(f)
unless otherwise
agreed with the Company, the Stock Option and any shares of Common Stock acquired upon
vesting and
exercise of the
Stock Option, and
the income from
and value of same,
are not granted as
consideration for,
or in
connection with, any
service the Optionee
may provide as
a director of any
of any
Subsidiary or affiliate of the Company;
(g)
the Stock Option and
any shares of Common 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;
15
(h)
the future value of
the shares of Common Stock underlying the Stock Option is unknown, indeterminable, and
cannot be predicted with
certainty;
(i)
if the
underlying shares of Common Stock do not increase in value, the Stock Option will have no
value;
(j)
upon
exercise of the Stock Option, the
value of such shares of Common
Stock may increase or decrease in
value, even below the exercise price;
(k)
no claim
or entitlement to compensation or damages shall arise
from forfeiture of the Stock Option resulting
from termination of
the Optionee’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 Stock
Option, the Optionee agrees not to
institute any claim against the Company or the Employer;
(l)
the
Stock Option 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 Stock Option 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 Common Stock; and
(m)
neither the Company
nor any of its Subsidiaries or affiliated companies shall be liable for
any foreign exchange
rate fluctuation between
the Optionee’s local currency and the U.S. dollar that may affect the
value of the Stock
Option or any amounts due to the Optionee pursuant to the
exercise of the Stock Option or the subsequent sale
of any shares of Common Stock acquired upon exercise of the Stock
Option.
8.
Data
Privacy
.
If the Optionee would like
to participate in the Plan, the Optionee will need
to review the information provided
in this Section 8 and, where applicable,
declare the Optionee’s consent to the processing of personal data by
the Company and
the third parties stated
below.
If
the Optionee 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 Optionee’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 Optionee,
specifically, the Optionee’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 Stock
Options
or any other
entitlement to shares
of Stock awarded,
canceled, exercised, settled,
vested, unvested or
outstanding in the Optionee’s favor, which the Company
receives from the Optionee 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 Optionee’s participation in
the Plan and
facilitating compliance with applicable tax and
securities law.
If the Optionee 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 Optionee
is based in any other jurisdiction, the legal basis for the processing of
the Data by the Company
is the
Optionee’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
Optionee to administer the Stock Options. The
processing
of Data will take
place through both
electronic and non-electronic
means. Data will
only be
16
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 Optionee’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 Optionee is based in any other jurisdiction, the Data will be transferred from the
Optionee’s jurisdiction
to the Company
and onward from the Company to any of its service providers based on the
Optionee’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 Optionee’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 Optionee is in the EU, EEA or United
Kingdom) or the Optionee’s consent (if the Optionee is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The Optionee may have
a number of rights under data
privacy laws in the Optionee’s
jurisdiction. Subject to
the conditions set out in the
applicable law and depending on where
the Optionee 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 Optionee’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 Optionee can contact HR Direct.
(f)
Necessary
Disclosure of Personal Data. The Optionee understands that
providing the Company with Data is
necessary for the
performance of the Agreement and
that the Optionee’s refusal to
provide the Data would
make it impossible for the
Company to perform its contractual obligations and may affect the
Optionee’s ability
to participate in the Plan.
(g)
Declaration
of Consent (if the Optionee is
outside the EU, EEA and United
Kingdom). The Optionee 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
Optionee’s participation in the
Plan. The Optionee understands that the Optionee may, at any time,
refuse or
withdraw
the consents herein, in
any case without cost,
by contacting HR Direct. If
the Optionee does not
consent or later seeks to revoke the
Optionee’s consent, the Optionee’s employment status or
service with the
Employer
will not be
affected; the Optionee’s
consequence of refusing
or withdrawing consent
is that the
Company
would not be able
to award the Stock
Options to the
Optionee or any
other equity award
to the
Optionee
or administer or
maintain such awards.
Therefore, the Optionee
understands that refusing or
withdrawing consent may affect the Optionee’s ability
to participate in the Plan. For more information on the
consequences of refusal to consent or withdrawal of
consent, the Optionee should contact HR Direct.
9.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; Market Abuse
Laws
. By participating in the Plan, the Optionee agrees to comply with the Company’s policy
on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (to the extent that it is
applicable to the Optionee), the Optionee further acknowledges
that, depending on the
Optionee’s or
his or her broker’s country of
residence or where the shares of
Common Stock are listed, the Optionee
may be
subject to
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions and/or market abuse laws that may
affect the Optionee’s ability to accept, acquire, sell or
otherwise dispose of
shares of Common Stock, rights to
shares of Common Stock (e.g., stock
options) or rights linked to the
value of
shares of Common
Stock, during such
times the Optionee is
considered to have
“inside information” regarding the
Company as defined by the laws
or regulations in the Optionee’s country. Local ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and regulations
may prohibit
the
cancellation or amendment of orders the
Optionee places before he or she
possessed inside information. Furthermore, the
Optionee 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
Optionee 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 Optionee
acknowledges that it is the Optionee’s
responsibility to comply with any
applicable restrictions, and that the Optionee should therefore consult the Optionee’s personal
advisor on this matter
17
10.
11.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
Electronic
Delivery
. The Optionee 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 Optionee 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.
12.
English
Language
. The Optionee acknowledges and agrees
that it is the Optionee’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 Stock Option be
drawn up
in English. To the
extent the Optionee
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.
13.
Addendum
.
Notwithstanding any
provisions in this
Agreement, the Stock
Option shall be
subject to any
special terms and
conditions set forth in the Country-Specific Addendum
to this Agreement (the “Addendum”). Moreover, if the
Optionee transfers
to one of the countries included in such Addendum, the
special terms and conditions for such country will apply to the Optionee,
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 Optionee’s transfer). The
Addendum constitutes part of this Agreement.
14.
Not a Public
Offering
. The award
of the Stock Option is not
intended to be a
public offering of securities in
the Optionee’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
Stock Option 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 Optionee on
whether he/she should
participate in the Plan.
Acquiring shares of
Common Stock involves a degree of
risk. Before deciding to participate in
the Plan, the Optionee should
carefully consider all risk factors relevant to the acquisition
of shares of Common Stock under the Plan and carefully review all
of the materials related to the Stock Option
and the Plan. In addition, the Optionee should consult with
his/her personal advisor
for professional investment
advice.
15.
Repatriation;
Compliance with Law
.
The Optionee agrees
to repatriate all
payments attributable to the shares
of Common
Stock and/or cash
acquired under the Plan in accordance with applicable foreign exchange
rules and regulations in the Optionee’s
country of employment
(and country of residence, if different). In addition, the Optionee
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 Optionee’s country of
employment (and country of residence, if different).
Finally, the Optionee agrees to take any and all
actions as may be required to
comply with the Optionee’s personal obligations under local laws,
rules and/or regulations in the
Optionee’s country of
employment and country of residence, if different).
16.
Imposition
of Other Requirements.
The Company
reserves the right
to impose other
requirements on the Optionee’s
participation in the
Plan, on the Stock Option, and
on any shares of Common 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 Optionee to
sign any
additional agreements or undertakings that may be necessary to
accomplish the foregoing.
17.
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 Stock Option.
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.
18
18.
Binding
Effect.
lawfully claiming under the Optionee.
19.
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.
20.
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.
21.
Waiver
.
The waiver by the Company with respect
to Optionee’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.