EXHIBIT 10.11
GENERAL MILLS, INC.
1995 SALARY REPLACEMENT
STOCK OPTION PLAN
As Amended Through July 1, 2000
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GENERAL MILLS, INC.
1995 SALARY REPLACEMENT STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc. 1995 Salary Replacement Stock
Option Plan (the "Plan") is to give management employees of General
Mills, Inc. (the "Company") and its subsidiaries the opportunity to
receive stock option grants in lieu of salary increases and certain
other compensation and benefits thereby encouraging focus on the growth
and profitability of the Company and its Common Stock. Restricted stock
is not permitted to be issued under the terms of this Plan.
2. EFFECTIVE DATE OF PLAN
This Plan shall become effective as of September 18, 1995, subject to
the approval of the stockholders of the Company at the Annual Meeting
on September 18, 1995.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee (the
"Committee"). The Committee shall be made up of non-management members
of the Board of Directors (the "Board") appointed in accordance with
the Company's Certificate of Incorporation. The Committee shall have
authority to adopt rules and regulations for carrying out the purpose
of the Plan, select the employees to whom grants will be made
("Optionees"), the number of shares to be optioned and interpret,
construe and implement the provisions of the Plan; provided that if at
any time Rule 16b-3 or any successor rule ("Rule 16b-3") under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), so
permits without adversely affecting the ability of the Plan to comply
with the conditions for exemption from Section 16 of the 1934 Act (or
any successor provisions) provided by Rule 16b-3, the Committee may
delegate the administration of the Plan in whole or in part, on such
terms and conditions, and to such person or persons as it may determine
in its discretion. Decisions of the Committee (or its delegate as
permitted herein) shall be final, conclusive and binding upon all
parties, including the Company, stockholders and Optionees.
4. COMMON STOCK SUBJECT TO THE PLAN
The shares of "Common Stock" of the Company ($.10 par value) to be
issued upon the exercise of a non-qualified option to purchase Common
Stock granted hereunder (an "Option") may be made available from the
authorized but unissued Common Stock, shares of Common Stock held in
the treasury, or Common Stock purchased on the open market or
otherwise.
Approval of the Plan by the stockholders of the Company shall
constitute authorization to use such shares for the Plan, subject to
the discretion of the Board or as such discretion may be delegated to
the Committee.
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Subject to the provisions of the next succeeding paragraph, the maximum
aggregate number of shares authorized under the Plan for which Options
may be granted under the Plan shall be 14,000,000 shares. If an Option
granted under the Plan is terminated without having been exercised in
full, the unpurchased or forfeited shares or rights to receive shares
shall become available for grant to other employees. The number of
shares of Common Stock subject to Options granted under this Plan to
any Optionee shall not exceed 5% of the total number of shares of
Common Stock which may be issued under this Plan.
In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Common Stock, securities of
a subsidiary of the Company, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Common Stock or other securities of the Company, issuance
of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or
event affects the Common Stock such that an adjustment is determined by
the Committee to be appropriate to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under
the Plan, then the Committee may, in its sole discretion and in such
manner as it may deem equitable, adjust any or all of (i) the number of
shares of Common Stock subject to the Plan, subject to Section 15, (ii)
the number of shares of Common Stock subject to outstanding Options,
and (iii) the grant or exercise price with respect to any Option and,
if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Option; provided, that the number of shares of Common
Stock subject to any Option denominated in Common Stock shall always be
a whole number.
5. ELIGIBLE PERSONS
Only persons who are officers or management employees of the Company or
a subsidiary shall be eligible to receive grants under the Plan. No
grant shall be made to any member of the Committee or any other
non-employee director.
6. PURCHASE PRICE OF STOCK OPTIONS
The purchase price for each share of Common Stock issuable under an
Option shall not be less than 100 percent of the Fair Market Value of
the Shares of Common Stock of the Company subject to such Option on the
date of grant. "Fair Market Value" as used in the Plan shall equal the
mean of the high and low price of the Common Stock on the New York
Stock Exchange on the applicable date.
7. OPTION TERM
The term of each Option grant as determined by the Committee shall not
exceed ten (10) years and one (1) month from the date of that grant and
shall expire as of the last day of the designated term, unless
terminated earlier under the provisions of the Plan.
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8. OPTION TYPE
Option grants will be non-qualified stock options governed by Section
83 of the Internal Revenue Code of 1986, as amended (the "Code") or any
successor provision.
9. NON-TRANSFERABILITY OF OPTIONS
Except as provided by rule adopted by the Committee, no Option granted
under this Plan shall be transferable by the Optionee otherwise than by
the Optionee's last will and testament or by the applicable laws of
descent and distribution and an Option may be exercised during the
Optionee's lifetime only by the Optionee or his or her guardian or
legal representative. An Optionee shall forfeit any Option assigned or
transferred, voluntarily or involuntarily, other than as permitted
under this Section.
10. EXERCISE OF OPTIONS
Except as provided in Sections 12, 13 and 14, each Option shall be
vested and may be exercised in accordance with such terms and
conditions as may be determined by the Committee for grants to officers
or executives and by the Chief Executive Officer of the Company for
grants to other management participants.
Subject to the provision of this Section 10, each Option may be
exercised in whole or, from time to time, in part with respect to the
number of then exercisable shares in any sequence desired by the
Optionee without regard to the date of grant of stock options under
other plans of the Company.
An Optionee exercising an Option shall give notice to the Company of
such exercise and of the number of shares elected to be purchased prior
to 4:30 P.M. CST/CDT on the day of exercise, which must be a business
day at the executive offices of the Company. At the time of purchase,
the Optionee shall tender the full purchase price of the shares
purchased. Until such payment has been made and either a certificate or
certificates for the shares purchased has been issued in the Optionee's
name or the ownership of such shares by the Optionee has been entered
by the Company's transfer agent on the master stockholder records of
the Company, the Optionee shall possess no stockholder rights with
respect to any such shares. Payment of such purchase price shall be
made to the Company, subject to any applicable rule or regulation
adopted by the Committee:
(i) in cash (including check, draft, money order or wire
transfer made payable to the order of the Company);
(ii) through the delivery of shares of Common Stock owned
by the Optionee; or
(iii) by a combination of (i) and (ii) above.
For determining the payment, Common Stock delivered pursuant to (ii) or
(iii) shall have a value equal to the Fair Market Value of the Common
Stock on the date of exercise.
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11. WITHHOLDING TAXES ON OPTION EXERCISE
Each Optionee shall deliver to the Company cash in an amount equal to
all federal, state and local withholding taxes required to be collected
by the Company in respect of the exercise of an Option, and until such
payment is made, the Company may, in its discretion, retain all or a
portion of the shares to be issued.
Notwithstanding the foregoing, to the extent permitted by law and
pursuant to such rules as the Committee may adopt, an Optionee may
authorize the Company to satisfy any such withholding requirement by
directing the Company to withhold from any shares to be issued such
number of shares as shall be sufficient to satisfy the withholding
obligation.
12. EXERCISE OF OPTIONS IN EVENT OF CERTAIN CHANGES OF CONTROL
Each outstanding Option shall become immediately and fully exercisable
for a period of one (1) year following the date of the following
occurrences, each constituting a "Change of Control":
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the 1934 Act) of voting securities of
the Company where such acquisition causes such Person to own
20% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding
Voting Securities"); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not be
deemed to result in a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a transaction that
complies with clauses (i), (ii) and (iii) of subsection (c)
below; and provided, further, that if any Person's beneficial
ownership of the Outstanding Voting Securities reaches or
exceeds 20% as a result of a transaction described in clause
(i) or (ii) above, and such Person subsequently acquires
beneficial ownership of additional voting securities of the
Company, such subsequent acquisition shall be treated as an
acquisition that causes such Person to own 20% or more of the
Outstanding Voting Securities; or
(b) Individuals who, as of the date hereof, constitute the Board
of Directors (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least
of a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the
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election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(c) The approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company ("Business Combination") or, if consummation of such
Business Combination is subject, at the time of such approval
by stockholders, to the consent of any government or
governmental agency, the obtaining of such consent (either
explicitly or implicitly by consummation); excluding, however,
such a Business Combination pursuant to which (i) all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Voting Securities
immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the
Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Voting Securities, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii)
at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
(d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
After such one (1) year period the normal option exercise provisions of
the Plan shall govern. In the event an Optionee is terminated as an
employee of the Company or a subsidiary within two (2) years of any of
the events specified in (a), (b), (c) or (d), all outstanding Options
at that date of termination shall become immediately exercisable for a
period of six (6) months, subject to the provisions of Section 7.
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13. TERMINATION OF EMPLOYMENT OF AN OPTIONEE
(a) Resignation or Termination for Cause
If the Optionee's employment by the Company is terminated by
either
(i) the voluntary resignation of the Optionee, or
(ii) a Company discharge due to Optionee's illegal
activities, poor work performance, misconduct or
violation of the Company's policies or practices,
then the Options shall terminate three months after such
termination (but in no event beyond the original full term of
the Options) and no Options shall become exercisable after
such termination.
(b) Other Termination
If the Optionee's employment by the Company terminates for any
reason other than specified in Sections 12, 13(a), (c), (d) or
(e) or Section 14, the following rules shall apply:
(i) In the event that, at the time of such termination,
the sum of the Optionee's age and service with the
Company equals or exceeds 70, the outstanding Options
shall continue to become exercisable in accordance
with the schedule established at the time of grant.
The Options shall remain exercisable for the
remaining full term of such Options.
(ii) In the event that, at the time of such termination,
the sum of Optionee's age and service with the
Company is less than 70, the outstanding
unexercisable Options shall become exercisable as of
the date of termination, in a pro-rata amount based
on the full months of employment completed during the
full vesting period from the date of grant to the
date of termination with such newly-vested Options
and Options exercisable on the date of termination
remaining exercisable for the lesser of one year from
the date of termination and the original full term of
the Option. All other Options shall be forfeited as
of the date of termination. Provided, however, that
if the Optionee is an executive officer of the
Company, the outstanding Options which, as of the
date of termination are not yet exercisable, shall
become exercisable effective as of the date of such
termination and, with all outstanding Options already
exercisable on the date of termination, shall remain
exercisable for the lesser of one year following the
date of termination and the original full term of the
Option.
(c) Death
If the termination of employment is due to the Optionee's
death, the Options may be exercised as provided in Section 14.
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(d) Retirement
If the termination of employment is due to the Optionee's
retirement, the Optionee thereafter may exercise an Option
within the period remaining under the original term of the
Option.
(e) Discontinuation of a Complete Line of Business
If the termination of employment is due to the cessation,
transfer, or spin-off of a complete line of business of the
Company, the Committee, in its sole discretion, may determine
that all outstanding Options granted to the Optionee prior to
such termination shall immediately become exercisable for a
period of up to five (5) years after the date of such
termination, subject to the provisions of Section 7.
14. DEATH OF OPTIONEE
If an Optionee should die while employed by the Company or a
subsidiary, any Option previously granted to the Optionee under this
Plan may be exercised by the person designated in such Optionee's last
will and testament or, in the absence of such designation, by the
Optionee's estate, to the full extent that such Option could have been
exercised by such Optionee immediately prior to the Optionee's death,
subject to the original term of the Option. Further, with respect to
outstanding Options which, as of the date of death, are not yet
exercisable, any such Option shall vest and become exercisable in a pro
rata amount, based on the number of full months of employment completed
during the full vesting period of the Option from the date of grant to
the date of death.
15. AMENDMENTS TO THE PLAN
The Committee and the Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such
stockholder approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement that
is a prerequisite for exemptive relief from Section 16(b) of the 1934
Act. Notwithstanding anything to the contrary contained herein, any
amendment, suspension or termination made in accordance with this
Section 15 that would adversely affect an Optionee's rights under an
Option granted under the Plan may not be made without such Optionee's
consent.
The Committee shall have authority to cause the Company to take any
action related to the Plan which may be required to comply with the
provisions of the Securities Act of 1933, as amended, the 1934 Act, and
the rules and regulations prescribed by the Securities and Exchange
Commission. Any such action shall be at the expense of the Company.
16. FOREIGN JURISDICTIONS
The Committee may adopt, amend, and terminate such arrangements, not
inconsistent with the intent of the Plan, as it may deem necessary or
desirable to make available tax or other benefits of laws of any
foreign jurisdiction, to key employees of the Company who are subject
to such laws and who are eligible to receive Option grants under the
Plan.
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17. DURATION OF THE PLAN
Grants may be made under the Plan until September 30, 2002.
18. NOTICE
All notices and communications to the Company shall be in writing,
effective as of actual receipt by the Company, and shall be sent to:
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, Minnesota 55426
Attention: Corporate Compensation
If by Telex: 170360 Gen Mills
If by Facsimile: (763) 764-4925
19. SECTION 16 OFFICERS
With respect to persons subject to Section 16 of the 1934 Act,
transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Committee.
Effective as of September 18, 1995
Amended as of June 22, 1998
Amended as of December 13, 1999
Amended as of July 1, 2000
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