EXHIBIT 10.9
SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.
Working Copy
Restated as of January 1, 1989
With Certain Provisions Effective as of January, 1992
Further Amended as of November, 1991,
December, 1992, August, 1993, and June, 1996
<PAGE>
SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.
The Supplemental Savings Plan of General Mills, Inc., a non-qualified deferred
compensation plan for the exclusive benefit of its employees, is hereby amended
and restated as of January 1, 1989, with certain provisions effective as of
January 1, 1992, pursuant to authorization of the Board of Directors of General
Mills, Inc.
ARTICLE I
INTRODUCTION
Section 1.1 Name of Plan. The name of the Plan is the "Supplemental
Savings Plan of General Mills, Inc." It is also referred to as the "Supplemental
Savings Plan" or the "Plan."
Section 1.2 Effective Date. The effective date of the Plan is July 25,
1983.
Section 1.3 Purpose. The purposes of the Supplemental Savings Plan are
to: (i) provide a means by which a Participant may, under certain circumstances,
be credited with benefits which, in the absence of restrictions imposed by Code
Sections 401(a)(17), 401(k), 401(m) or 415, would be provided as Company
Contributions under a Base Plan; and (ii) provide a means by which certain
individuals, who are otherwise eligible to participate in this Plan, may be
credited with amounts set forth under individual arrangements which the Minor
Amendment Committee has approved for inclusion in this Plan.
-1-
<PAGE>
ARTICLE II
DEFINITIONS
Section 2.1 Account shall mean a Participant's individual account, as
described in Section 3.2 of this Plan.
Section 2.2 Base Plan shall mean a defined contribution plan sponsored
by the Company, which is qualified under the provisions of Code Section 401,
including the Voluntary Investment Plan of General Mills, Inc. (VIP), the Profit
Sharing & Savings Plan for General Mills Restaurants, Inc. (PSSP), the General
Mills, Inc. Employee Stock Ownership Plan (ESOP), the Retirement Savings Plan of
General Mills, Inc. (RSP), and such other defined contribution plans as have
been declared by the Board to be covered by this Plan.
Section 2.3 Beneficiary shall mean the beneficiary or beneficiaries
designated by the Participant in writing to receive the balance, if any,
remaining in the Participant's Account upon the Participant's death.
Section 2.4 Board shall mean the Board of Directors of General Mills,
Inc.
Section 2.5 Change in Control occurs:
(a) upon the acquisition by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (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 Company 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 an 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 Company 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 Company Voting Securities; or
(b) if individuals who, as of a given date, constitute the Board
(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 such date whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least 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
-2-
<PAGE>
assumption of office occurs as a result of an actual or
threatened election contest with respect to the 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) upon 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 shareholders, 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 Company 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 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 Company 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 or 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 or 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) Upon approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
Section 2.6 Code shall mean the Internal Revenue Code of 1986, as
amended from time to time.
Section 2.7 Company shall mean General Mills, Inc., and any of its
subsidiaries or affiliated business entities authorized to participate in a Base
Plan by the Board, or its delegate.
Section 2.8 Company Contribution shall mean any contribution or other
addition to be made or allocated by the Company under a Base Plan, other than a
contribution made pursuant to a Participant's election to make contributions
under Code Sections 401(k) or 401(m).
Section 2.9 ERISA shall mean the Employee Retirement Income Security
Act of 1974, as it may be amended from time to time.
Section 2.10 Limitation Year shall mean the calendar year.
-3-
<PAGE>
Section 2.11 Minor Amendment Committee shall mean the Minor Amendment
Committee appointed by the Compensation Committee of the Board.
Section 2.12 Participant shall mean an employee who is eligible to
participate in a formal non-qualified deferred compensation program adopted by
the Company and who participates in this Supplemental Savings Plan pursuant to
Article III.
Section 2.13 Defined Terms. Capitalized terms which are not defined
herein shall have the meaning ascribed to them in the relevant Base Plan.
-4-
<PAGE>
ARTICLE III
PARTICIPATION
Section 3.1 Participation. An employee described in Section 2.12 will
participate in this Plan if:
(a) as a result of the application of Code Section 415, no
additional contributions can be made to the Base Plan for the
remainder of the applicable Limitation Year, or as a result of
the application of Code Section 401(a)(17), or the application
of the nondiscrimination testing limitations imposed by Code
Sections 401(k) and 401(m), he or she cannot make any further
Participant contributions to the Base Plan for the remainder
of the Plan Year for the Base Plan; or
(b) an individual deferred compensation agreement exists with
respect to the employee, and the Minor Amendment Committee
approves the inclusion of the amounts to be credited under
such agreement as "Company Contributions" under the terms of
this Plan. Once credited under this Plan, such amounts shall
be subject to all provisions of this Plan.
Section 3.2 Establishment of Supplemental Savings Plan Accounts. The
Company shall establish an Account for each Participant to which amounts shall
be credited in accordance with Section 3.3. Such amounts shall be credited to
Participants' Accounts under this Plan as bookkeeping entries only.
Section 3.3 Crediting of Company Contributions. Company Contributions
may be credited to a Participant's Account under the following circumstances:
(a) A Participant shall be credited with amounts under this Plan
equal to the additional Company Contributions that would have
been made to the Base Plan with respect to such Participant
for the remainder of the Plan Year or Limitation Year, as
appropriate, as if the restrictions described in Section 3.1
did not apply. Such amounts shall be credited to such
Participant's Account under this Plan as of the last day of
the month coincident with or next following the date the
additional Company Contributions would have been made to the
Base Plan if the restrictions described in Section 3.1 did not
apply.
Such credits shall be based on the rate of total contributions
elected by the Participant under the Base Plan as in effect
for the period in which the applicable restriction first
applies, but not more than the maximum percentage of Earnable
Compensation with respect to which Company Contributions may
be made pursuant to the Base Plan as in effect for the period
without regard to any limitations on Company Contributions
which may be imposed under the Base Plan in order to comply
with the applicable limitations. In no event will amounts be
credited under this Plan with respect to any Participant if
the Participant is able to make any additional contributions
under the Base Plan without violating: (a) the limitations of
Code Section 401(a)(17); (b) the limitations of Code Section
415; or (c) the application of the nondiscrimination
limitations under Code Sections 401(k) and 401(m).
In no event shall a Participant be credited with Contributions
under a Base Plan and this Plan during a given period that
would exceed the Contributions that would have
-5-
<PAGE>
been made to the Base Plan in the absence of the restrictions
imposed by Code Sections 401(a)(17), 401(k), 401(m) and 415.
(b) Under the terms of an individual agreement, the amount of
Company Contributions shall be determined at the time the
Minor Amendment Committee approves the inclusion of such
amounts as Company Contributions under this Plan.
Section 3.4 Changes in Amounts Credited to a Supplemental Savings Plan
Account. Amounts credited to a Participant's Supplemental Savings Plan Account
shall be treated as if invested in the Fixed Income Fund of the VIP, unless the
Participant has specifically requested, in writing, that the contribution be
attributed to a different fund, or combination of funds otherwise available from
time to time under the VIP. Effective as of January 1, 1992, the fund elections
available for Accounts under this Plan shall be the Fixed Income Fund, the
Equity Fund, the International Fund and the U. S. Treasury Fund of the VIP.
Participants who had previously elected to have a portion of their Account under
this Plan credited as if in the Company Stock Fund shall be given an opportunity
to make a written election to have such amounts credited as if in any
combination of the Fixed Fund, Equity Fund, U. S. Treasury Fund or International
Fund for periods beginning January 1, 1992. In the absence of a written election
from a Participant with amounts credited under the Company Stock Fund as of
December 31, 1991, such amounts shall be credited under this Plan as if the
Participant elected to have such amounts credited in the Fixed Income Fund for
periods beginning on and after January 1, 1992. Transfers of amounts already
credited to a Participant's Supplemental Savings Plan Account shall be permitted
as of the first day of any month, provided a written request is received by the
Minor Amendment Committee, or its delegate, on or before the last business day
of the preceding month.
Section 3.5 Distribution of Amounts Credited to a Supplemental Savings
Plan Account. Amounts credited to a Participant's Supplemental Savings Plan
Account shall be available for distribution only at such times as set forth in
this Section.
(a) Hardship Withdrawals. If an active Participant withdraws 100%
of the account balance available for withdrawal under all Base
Plans in which he or she participates, such Participant may
request a hardship withdrawal under this Plan, by filing such
a request in writing with the Minor Amendment Committee. The
Minor Amendment Committee, in its sole discretion, may approve
such a request if it finds that the Participant has incurred a
severe financial hardship occasioned by an emergency,
including, but not limited to, illness, disability or personal
injury sustained by the Participant or a member of the
Participant's immediate family. If such a request is approved,
the Participant shall receive amounts reasonably necessary to
alleviate the financial hardship from the value of such
Participant's Supplemental Savings Plan Account, effective as
of the first day of the month following the approval of such
hardship withdrawal by the Minor Amendment Committee.
(b) Death. In the event of the death of a Participant prior to the
date a full distribution has been made from the Participant's
Supplemental Savings Plan Account, the Company shall make
distribution of the balance in such Account to the
Participant's Beneficiary, effective as of the January 1
coincident with or next following the date of the
Participant's death.
(c) Termination and Retirement. Unless an effective "Participant
Election," described below, has been filed with the Minor
Amendment Committee, the Company shall make distribution of
the amount credited to a Participant's Supplemental Savings
Plan Account to the Participant, in a single sum, as soon as
practical after the January 1 coincident with or next
following the Participant's last day of employment
-6-
<PAGE>
with the Company. A Participant may elect a later distribution
date and/or distribution in installments by filing a
Participant Election with the Minor Amendment Committee,
specifying the date and form of distribution of his or her
Supplemental Savings Plan Account. Such election shall be
effective provided all of the following requirements are met:
(1) the Participant Election is filed with the Minor
Amendment Committee at least one year prior to the
date the distribution would otherwise be made;
(2) unless the date of the initial distribution from this
Plan pursuant to the Participant Election is during
the same calendar year as the date of distribution
would otherwise have been made in the absence of such
Participant election, the date of the initial
distribution from this Plan pursuant to the
Participant Election is at least one year after the
date the distribution would otherwise have been made
in the absence of such Participant Election; and
(3) the form of distribution is specified as either a
single sum payment, or annual installment payments,
for a specified period of time, not to exceed ten
years.
A retired or terminated Participant (or Beneficiary of a
deceased Participant) may, at any time prior or subsequent to
the commencement of payments under this Plan, elect in writing
to have his or her form of payment of all amounts due under
this Plan changed to an immediate single sum distribution
which shall be paid within one (1) business day of receipt by
the Company of such request; provided that the amount of any
such single sum distribution shall be reduced by an amount
equal to the product of (X) the total single sum distribution
otherwise payable (based on the value of the account as of the
first day of the month in which the lump-sum amount is paid,
adjusted by a pro-rata portion of the rate of return for the
month in which the lump-sum is paid, determined by multiplying
the actual rate of return for such month by a fraction, the
numerator of which is the number of days in the month prior to
the date of payment, and the denominator of which is the
number of days in the month), and (Y) the rate set forth in
Statistical Release H.15(519), or any successor publication,
as published by the Board of Governors of the Federal Reserve
System for one-year U.S. Treasury notes under the heading
"Treasury Constant Maturities" for the first day of the
calendar month in which the request for a single sum
distribution is received by the Company.
Notwithstanding any other provisions of this Plan to the contrary, the
Minor Amendment Committee, may, in its sole discretion, direct that payments be
made before such payments are otherwise due if, for any reason (including, but
not limited to, a change in the tax or revenue laws of the United States of
America, a published revenue ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the Treasury
or his delegate, or a decision by a court of competent jurisdiction involving a
Participant or Beneficiary), it believes that a Participant or Beneficiary has
recognized or will recognize income for federal income tax purposes with respect
to amounts that are or will be payable under the Plan before they are to be
paid. In making this determination, the Minor Amendment Committee shall take
into account the hardship that would be imposed on the Participant or
Beneficiary by the payment of federal income taxes under such circumstances. All
distributions under this Plan shall be in cash paid by check.
Section 3.6 No Forfeitures of Amounts in a Supplemental Savings Plan
Account. All credited amounts in the Plan shall be fully vested. The Participant
shall not forfeit any amount credited to his or her Supplemental Savings Plan
Account even though such amount would have
-7-
<PAGE>
been forfeited if such amount had been a Company Contribution under the Base
Plan to which it was attributable.
Section 3.7 Non-Assignability of Interests. The interests herein and
the right to receive distributions under this Plan may not be anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any
charge or legal process, and if any attempt is made to do so, or a Participant
becomes bankrupt, the interests of the Participant under the Plan may be
terminated by the Minor Amendment Committee, which, in its sole discretion, may
cause the same to be held or applied for the benefit of one or more of the
dependents of such Participant or make any other disposition of such interests
that it deems appropriate. Notwithstanding the foregoing, in the event a
Participant has received an overpayment from the Supplemental Retirement Plan of
General Mills, Inc. and had failed to repay such amounts upon written demand of
the Company, the Company shall be authorized and empowered, at the discretion of
the Company, to deduct such amount from the Participant's Deferred Accounts.
Section 3.8 Supplemental Benefits Trust. The Company has established a
Supplemental Benefits Trust with Norwest Bank Minneapolis, N.A. as Trustee to
hold assets of the Company under certain circumstances as a reserve for the
discharge of the Company's obligations under the Plan and certain other plans of
deferred compensation of the Company. In the event of a Change in Control as
defined in Section 2.5 hereof, the Company shall be obligated to immediately
contribute such amounts to the Trust as may be necessary to fully fund all
benefits payable under the Plan. Any Participant of the Plan shall have the
right to demand and secure specific performance of this provision. The Company
may fund the Trust in the event of the occurrence of a Potential Change in
Control as determined by the Finance Committee of the Board. All assets held in
the Trust remain subject only to the claims of the Company's general creditors
whose claims against the Company are not satisfied because of the Company's
bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No
Participant has any preferred claim on, or beneficial ownership interest in, any
assets of the Trust before the assets are paid to the Participant and all rights
created under the Trust, as under the Plan, are unsecured contractual claims of
the Participant against the Company.
-8-
<PAGE>
ARTICLE IV
PLAN ADMINISTRATION
Section 4.1 Administration. The Plan shall be administered by the Minor
Amendment Committee. The Minor Amendment Committee shall have the authority to
interpret the Plan and any such interpretation shall be final and binding on all
parties. The Minor Amendment Committee shall have the authority to delegate the
duties and responsibilities of maintaining records, issuing such regulations as
it deems appropriate, and making distributions hereunder. The Board, or if
specifically delegated, its delegate, may amend or terminate the Plan at any
time, provided that no such amendment or termination shall adversely affect the
amounts credited to a Supplemental Savings Plan Account before the time of such
amendment or termination unless the Participant becomes entitled to a benefit
equal in value to such amount under another plan or practice adopted by the
Company, and provided, further, that the Plan may not be amended with respect to
benefits accrued under this Plan prior to such amendment after a Change in
Control without the written consent of a majority of Participants determined as
of the day before such Change in Control. The Company will pay for all
distributions made pursuant to the Plan and for all costs, charges and expenses
relating to the administration of the Plan.
Section 4.2 Applicable Law. All questions pertaining to the
construction, validity and effect of the Plan shall be determined in accordance
with the laws of the United States of America and the laws of the State
applicable to the Base Plan covering the Participant.
Section 4.3 Arbitration.
(a) Any controversy or claim arising out of or relating to this
Plan, or any alleged breach of the terms or conditions
contained herein, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA") as such rules may
be modified herein.
(b) An award rendered in connection with an arbitration pursuant
to this Section shall be final and binding and, judgment upon
such an award may be entered and enforced in any court of
competent jurisdiction.
(c) The forum for arbitration under this Plan shall be
Minneapolis, Minnesota and the governing law for such
arbitration shall be laws of the State of Minnesota.
(d) Arbitration under this Section shall be conducted by a single
arbitrator selected jointly by the Company and the Participant
or Beneficiary, as applicable (the "Complainant"). If within
thirty (30) days after a demand for arbitration is made, the
Company and the Complainant are unable to agree on a single
arbitrator, three arbitrators shall be appointed. Each party
shall select one arbitrator and those two arbitrators shall
then select a third neutral arbitrator which thirty (30) days
after their appointment. In connection with the selection of
the third arbitrator, consideration shall be given to
familiarity with executive compensation plans and experience
in dispute resolution between parties, as a judge or
otherwise. If the arbitrators selected by the parties cannot
agree on the third arbitrator, they shall discuss the
qualifications of such third arbitrator with the AAA prior to
selection of such arbitrator, which selection shall be in
accordance with the Commercial Arbitration Rules of the AAA.
-9-
<PAGE>
(e) If an arbitrator cannot continue to serve, a successor to an
arbitrator selected by a party shall be also selected by the
same party, and a successor to a neutral arbitrator shall be
selected as specified in subsection (d) of this Section. A
full rehearing will be held only if the neutral arbitrator is
unable to continue to serve or if the remaining arbitrators
unanimously agree that such a rehearing is appropriate.
(f) The arbitrator or arbitrators shall be guided, but not bound,
by the Federal Rules of Evidence and by the procedural rules,
including discovery provisions, of the Federal Rules of Civil
Procedure. Any discovery shall be limited to information
directly relevant to the controversy or claim in arbitration.
(g) The parties shall each be responsible for their own costs and
expenses, except for the fees and expenses of the arbitrators,
which shall be shared equally by the Company and the
Complainant.
-10-
