RESTRICTED STOCK UNIT AWARD
1
Exhibit 10.3
GENERAL XXXXX, INC.
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
AGGREGATE
NUMBER OF UNITS
AWARD ED:
EXPIRATION
DATE OF RESTRICTED
PERIOD:
This Award is made under the General Xxxxx, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the
terms and
conditions contained in
the Plan document
and this Restricted
Stock Unit Award Agreement
(“Agreement”). The Participant: (i)
acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents
that
the Participant has carefully read and is
familiar with the provisions of this Agreement
and the Plan, and (iii)
hereby accepts the Restricted Stock
Units subject to all of the terms and conditions
set forth herein, and in
the Plan. If
the Participant does
not wish to receive the Restricted
Stock Units and/or does not consent
and agree to the terms
and conditions on which the Restricted Stock Units are
offered, as set forth in this Agreement and the Plan, then the
Participant
must reject this
Award via the
website of the
Company’s designated broker,
no later than 60
days
following
the Grant Date. If
the Participant rejects
this Award, this
Award will immediately
be forfeited and
cancelled. The
Participant’s failure to reject
this Award within this 60
day period will constitute the Participant’s
acceptance of this Award and all terms and conditions of this
Award, as set forth in this Agreement and the Plan.
THIS
AWARD, dated on the above Grant Date, is made by General Xxxxx, Inc., and
made to the person named above (the
"Participant" or referred to
as “I”, “you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit awarded
represents the right to receive one
share of the Company common stock, par value
USD 0.10 per share (“Stock”).
The units granted pursuant to this Agreement are
referred to as the “Restricted Stock Units”.
Except as otherwise defined herein, capitalized terms shall have the
same meanings ascribed to them under the Plan.
2.
(a)
Vesting/Payment
Schedule
.
Restricted Stock Units shall vest in
tranches , each
tranche having its own 12
month vesting period
occurring consecutively, starting on the
Grant Date. Vested units in a
tranche shall be
paid on the respective Scheduled
Vesting Date, subject to the terms of this Agreement and the Plan.
Tranche
Scheduled
Vesting
Date
(b)
. The Participant acknowledges that the Restricted
Stock Units awarded
hereunder are
subject to forfeiture if
the Participant’s employment with
the Company or any subsidiary or
affiliated companies (the “Company”) terminates under
certain circumstances before the respective Scheduled
Vesting Dates, as herein
provided.
(i)
Resignation
or Termination for
Cause.
terminated by either (i) resignation, or (ii) a discharge due
to Participant’s illegal activities, poor work
performance, misconduct
or violation of the Company’s Code of Conduct, policies or practices,
then
these Restricted Stock Units, to the extent they
are not previously vested as of the Termination Date,
shall for no consideration be cancelled and forfeited. For the avoidance of doubt,
“Termination Date”
for
purposes of this Award will
be deemed to occur as of
the date Participant is no longer actively
providing services as an employee, unless
otherwise determined by the Company in its sole discretion,
and no
vesting shall continue
during any notice
period that may be
specified under contract or
applicable law with respect to
such termination, including any “garden leave” or
similar period, except
as may otherwise be permitted in the
Company’s sole discretion.
2
(ii)
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
following rules shall apply:
a)
In the event that
at the Termination Date, the sum of the Participant’s age and years
of service
with the Company equals or exceeds 70, all Restricted Stock
Units not previously vested shall
become
vested and be paid based on each
tranche on the respective Scheduled Vesting Dates
otherwise applicable to each tranche.
Notwithstanding the previous sentence, if the Termination
Date is within twelve months
of the Grant Date, the Award shall not
fully vest but rather vest
on a pro rata basis based
on employment completed since grant prior to the
Termination Date
within
the first year of the Restricted
Period; the Restricted Stock Units that
vest pursuant to
the
previous sentence shall
be paid on the Scheduled
Vesting Date applicable to the tranche
under which they were awarded.
b)
In the event that
at the Termination Date, the sum of the Participant’s age and years
of service
with the Company
is less than 70, 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
. If a Participant
dies while employed by the Company
during any applicable vesting period,
this Award shall become fully vested, effective as of the date of death, and
shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the Participant's
estate if no beneficiary is appropriately
designated.
(iv)
and
completion of at least five (5)
years of service with
the Company, all Restricted Stock
Units in
unvested tranches
shall vest and be
paid on each
tranche’s respective Scheduled
Vesting Date.
Notwithstanding the
above, if the Termination Date
is within twelve months of the
Grant Date, the
Award shall
not fully vest but rather vest
on a pro rata basis based on
employment completed since
grant prior to the Termination
Date within the first year of the Restricted Period; the Restricted Stock
Units that
vest pursuant to
the previous sentence
shall be paid on
the Scheduled Vesting Date
applicable to the tranche under which they were awarded. The terms of this paragraph shall not apply
to a Participant who, prior to a Change of Control, is terminated for
cause as described in (b)(i) above;
said Participant shall be treated as
provided in
(b)(i)
(v)
Spin-offs
and
Other Divestitures.
transfer, or spin-off of
a line of business or other activity of the Company, the Committee, in
its sole
discretion, shall determine
the conversion, vesting, or other treatment of these Awards. Such treatment
shall be
consistent with Code Section
409A, and in particular
will take into
account whether a
separation from service has occurred within the meaning of Code Section 409A.
3.
Dividend Equivalents.
For Restricted
Stock Units awarded
xxxxxxxxx, any dividends
or other distributions declared
payable on the
Company’s Stock on or after the
Grant Date until the Award is
settled and/or forfeited shall be credited
notionally to the Participant in an amount equal to such declared dividends or other distributions on an equivalent number
of shares of Stock (“Dividend Equivalents”). Dividend Equivalents
so credited shall be paid if, and only to the extent, the
underlying
Restricted Stock Units to which they relate become
unrestricted and vest, as provided under the terms
of the
Plan and this
Agreement. Dividend Equivalents credited in respect to Restricted Stock
Units that are forfeited under the
terms
of the Plan and this
document, are correspondingly forfeited. No
interest or other earnings shall
be credited on
Dividend
Equivalents. Vested Dividend Equivalents shall be
paid in cash at the same time as the
underlying Restricted
Stock Units to which they relate.
4.
event later than 30 days
after the date the Restricted Stock Units vest, except
where such settlement following a Section
409A Separation from Service requires a six-month delay. The Company will provide for settlement in the form of shares
3
of
Stock. Awards subject to proper
deferral elections shall be deferred into
the General Xxxxx Deferred Compensation
Plan.
5.
Non-Transferability
.
The Restricted Stock
Units may not be
sold, assigned, pledged,
exchanged, hypothecated,
encumbered,
disposed of, or otherwise transferred, unless
otherwise provided in the Plan or this
Agreement. Upon any
attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the
Restricted Stock Units or of such rights contrary
to the provisions hereof or in the Plan, the Restricted Stock Units and such
rights shall immediately become null and void.
6.
. The Participant
acknowledges that, regardless of any action taken by the Company or,
if different,
the
subsidiary or affiliated company that employs
the Participant (the “Employer”), the ultimate
liability for all income
tax, social contributions, payroll tax,
fringe benefits tax, payment on account, hypothetical tax or
other tax-related items
related to
the Participant’s participation in the Plan
and legally applicable to the Participant or deemed
by the Company
or the Employer in their discretion
to be an appropriate charge to the Participant even if legally applicable to the Company
or the Employer (“Tax-Related Items”), is and
remains the Participant’s responsibility and may exceed the amount
actually
withheld by
the Company or the Employer, if
any. The Participant further acknowledges
that the Company and/or the
Employer (a) make
no representations or undertakings regarding
the treatment of any Tax -Related
Items in connection
with any aspect
of the Restricted Stock Units, including, but not limited to, the grant,
vesting, the subsequent sale of shares
of Stock acquired pursuant to
such vesting and the receipt of
any dividends, or dividend equivalents; and (b) do
not commit
to and are
under no obligation to structure the terms of the grant or any
aspect of the Restricted Stock Units to reduce or
eliminate the Participant’s liability for Tax -Related Items or
achieve any particular tax result. Further, if the Participant is
subject to Tax-Related Items in more than one
jurisdiction between the Grant Date and the date of any relevant taxable or
tax withholding
event, as applicable,
the Participant acknowledges
that the Company
and/or the Employer
(or former
employer, as applicable) may be
required to withhold or account for Tax -Related Items in more than one
jurisdiction.
Prior to the relevant taxable or tax withholding event, as
applicable, the Participant agrees to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In
this regard, unless otherwise approved
by the Committee, the Company shall satisfy the obligations with regard to
all Tax-Related Items by one or a combination
of the
following: (i) withholding from
the Participant’s wages or other cash
compensation paid to the Participant by the
Company and/or the Employer; (ii) withholding from the shares of Stock to be
delivered upon settlement of the Restricted
Stock Units or other awards
granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares
of Stock.
Depending on
the withholding method,
the Company may
withhold or account
for Tax-Related Items
by considering
applicable
statutory withholding rates (as determined by
the Company in good faith
and in its sole discretion) or other
applicable withholding rates, including
maximum applicable rates, in which case the Participant will
receive a refund of
any over-withheld amount and will have no
entitlement to the share equivalent. If the obligation for Tax -Related Items is
satisfied by
withholding from the
shares of Stock to
be delivered upon
vesting of the
Restricted Stock Units,
for tax
purposes, the Participant is deemed to have been issued the full
number of shares of Stock subject to the Restricted Stock
Units,
notwithstanding that a number of shares of
Stock are held back solely for the
purpose of paying the Tax -Related
Items. The Participant
will have no further rights with
respect to any shares of Stock
that are retained by the Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to
withhold or account for as a result of the Participant’s
participation in the Plan that cannot
be satisfied by the means previously
described. The Company may refuse to issue or deliver shares of Stock or
proceeds
from the sale of
shares of Stock until arrangements satisfactory to the
Company have been made in connection with the
Tax-Related Items.
7.
. The Participant
agrees to cooperate with the Company
in any way
needed in order to comply with, or fulfill the terms of the Plan
and this Award document. As a term and condition of this
Award, Participant agrees to the following
terms:
a.
I agree to
use General Xxxxx 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.
4
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 Xxxxx
Confidential Information means
any non-public information
I create, receive,
use or
observe in
the performance of
my job at General
Mills, including trade
secrets. Examples of
Confidential Information include marketing, merchandising, business
plans, business methods, pricing,
purchasing, licensing,
contracts, employee, supplier
or customer information,
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 Xxxxx,
or developed by me in connection with my employment with
the Company.
b.
[
This
Section 7.b. 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 Xxxxx, and (B) which competes with General Xxxxx products, brand
categories, processes, or related
services.
c.
I agree that
for one year after I leave General Xxxxx, 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.
d.
I agree that
after I leave General Xxxxx, including retiring from the Company, I will
indefinitely refrain
from using
Company client or
contact lists, and
for two years I
will refrain from
soliciting the
Company’s customers.
A breach of
the obligations set forth in this
paragraph may result in the rescission
of the Award, termination and
forfeiture of any unvested Units, and/or required payment to the Company of
all or a portion of any monetary gains
acquired by the
Participant as a result of the
Award, unless the Award vested
and was settled more than four (4)
years prior to the
breach. The foregoing remedies are in addition to, and
not in lieu of injunctive relief and/or any
other legal or equitable remedies available under applicable law.
8.
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(a)
the Plan is
established voluntarily by the Company, it is discretionary in nature and it may be modified,
amended, suspended or
terminated by the Company, in
its sole discretion, at any time
(subject to any
limitations set forth in the Plan);
(b)
the grant
of the Restricted Stock Units is voluntary and occasional
and does not create any contractual
or other right to receive future grants of restricted stock units,
or benefits in lieu of restricted stock units,
even if restricted stock units or other awards have been granted in the past;
(c)
all decisions
with respect to future awards, if any, will be at the sole discretion of the Company;
(d)
the
Participant’s participation in the Plan is voluntary;
5
(e)
the
Restricted Stock Units
and the Participant’s
participation in the
Plan shall not
create a right to
employment or
be interpreted as
forming an employment
contract with the
Company or any of
its
Subsidiaries or
affiliated companies and
shall not interfere
with the ability
of the Company or
the
Employer, as
applicable, to terminate the Participant’s employment
relationship (as otherwise may be
permitted under local law);
(f)
unless otherwise
agreed with the Company, the Restricted Stock Units and any shares of Stock acquired
upon vesting of the Restricted
Stock Units, and the income from and value of same, are not
granted as
consideration for,
or in connection with, any service the
Participant may provide as a director
of any
subsidiary or affiliate of the Company;
(g)
the Restricted
Stock Units and any shares of Stock acquired under the Plan and the income and value of
same, are
not part of normal
or expected compensation
for purposes of
calculating any severance,
resignation, termination,
redundancy, dismissal, end-of-service
payments, bonuses, long-service
awards, pension
or retirement or
welfare benefits or
similar payments and
in no event should
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
(h)
the future
value of the shares of Stock underlying
the Restricted Stock Units is unknown, indeterminable,
and cannot be predicted with
certainty;
(i)
upon
vesting of the Restricted Stock Units, the value of such shares of Stock
may increase or decrease
in
value;
(j)
no claim
or entitlement to compensation or damages shall arise from
forfeiture of the Restricted Stock
Units resulting
from termination of
the Participant’s employment
(for any reason
whatsoever and
whether or not
in breach of local labor laws or later found invalid) and, in
consideration of the Restricted
Stock Units, the Participant agrees not to
institute any claim against the Company or the Employer;
(k)
the Restricted
Stock Units and the rights evidenced by this Agreement do not create any entitlement not
otherwise specifically
provided for in
the Plan to have
the Restricted Stock
Units transferred to, or
assumed by, another
company, nor to be exchanged, cashed
out or substituted for, in
connection with
any corporate transaction affecting the shares of Stock; and
(l)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange
rate fluctuation between the Participant’s local
currency and the U.S. dollar that
may affect
the value of the
Restricted Stock Units or any amounts due to the Participant pursuant to
the vesting of
the
Restricted Stock Units or the subsequent
sale of any shares of Stock
acquired upon vesting of the
Restricted Stock
Units.
9.
.
If the Participant would like to participate in the Plan, the Participant will need to
review the information
provided in this
Section 9 and, where applicable, declare the Participant’s consent to
the processing of personal data by
the Company and the
third parties stated below.
If the Participant
is based in the European Union (“EU”), European Economic Area (“EEA”) or United Kingdom, please
note that
General Xxxxx, Inc. with
registered address at
One General Xxxxx
Boulevard, Minneapolis, MN 55426 -1347,
U.S.A., is the controller responsible for the processing
of the Participant’s personal data in connection with the Agreement
and the Plan.
(a)
Data
Collection and Usage. The Company collects,
processes, uses and transfers
certain personally-
identifiable
information about the Participant, specifically, the
Participant’s name, home address and
telephone
number, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or
any affiliated company,
details of
all Restricted Stock
Units or
any other entitlement to
shares
of Stock awarded,
canceled, exercised, settled,
vested, unvested or
outstanding in the
Participant’s
favor, which the Company
receives from the Participant or
the Employer (the “Data”).
The
Company collects, processes
and uses the Data
for the purposes of
performing its contractual
obligations
under this Agreement,
implementing, administering and
managing the Participant’s
participation in the Plan and facilitating compliance with
applicable tax and securities law.
6
If the Participant is based in the EU, EEA or
United Kingdom, the legal basis for the processing of the
Data by
the Company is the
necessity of the
processing for the
Company to perform
its contractual
obligations
under this Agreement
and the Plan and
the Company’s legitimate
business interests of
managing
the Plan, administering
employee equity awards
and complying with
its contractual and
statutory
obligations.
If the Participant is based in any other
jurisdiction, the legal basis for the processing of the Data by the
Company is the
Participant’s consent as further described below.
(b)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial
Corporate
Services, Inc. (including
its affiliated companies),
an independent service
provider which
assists
the Company with the implementation, administration and management of
the Plan. In the future,
the Company may select
a different service provider, which
will in a similar manner, share
Data with
such service
provider. The Company’s service provider will maintain an account for
the Participant to
administer
the Restricted Stock Units.
The processing of Data will
take place through both electronic
and non-electronic means.
Data will only be accessible by
those individuals requiring access to it for
purposes of implementing, administering and operating the Plan.
(c)
India.
The Participant’s country or jurisdiction
may have different data privacy laws
and protections
than
the United States and India. An appropriate
level of protection can be achieved by implementing
safeguards such as the Standard Contractual Clauses
adopted by the EU Commission.
If the Participant is
based in any other jurisdiction, the Data will be transferred from the
Participant’s
jurisdiction to the Company and onward
from the Company to any of its service providers based on the
Participant’s consent, as further described
below.
(d)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and
manage
the Participant’s participation in the
Plan, or as required to
comply with legal or regulatory
obligations,
including tax and
securities laws. When
the Company no
longer needs the
Data, the
Company will remove it from its
systems. If the Company keeps data longer, it would be to satisfy legal
or regulatory obligations
and the Company’s legal basis would be
relevant laws or regulations (if the
Participant is
in the EU, EEA or United
Kingdom) or the Participant’s consent
(if the Participant is
outside the EU, EEA or United Kingdom).
(e)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the
the Participant is based, such
rights may include the right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification of incorrect
Data, (iii) deletion of Data, (iv) restrictions on
the
processing of Data, (v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge complaints with competent authorities in the
Participant’s jurisdiction, and/or to (viii)
receive
a list with the names and addresses of any potential recipients of Data.
To receive clarification
regarding
these rights or to exercise these rights, the Participant can contact HR Direct.
(f)
Data is necessary
for the performance of
the Agreement and that the
Participant’s refusal to provide
the
Data would make it
impossible for the
Company to perform
its contractual obligations
and may
affect the
Participant’s ability to participate in the Plan.
(g)
Declaration
of Consent (if the Participant is outside the EU, EEA and
United Kingdom). The Participant
hereby unambiguously
consents to the collection, use and
transfer, in electronic or other form,
of the
Data, as described above and in any other grant
materials, by and among, as applicable, the Employer,
the
Company and any affiliated company for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the
Plan. The Participant understands that the Participant
may, at
any time, refuse or withdraw the
consents herein, in any case
without cost, by contacting HR
Direct.
If the Participant
does not consent
or later seeks to
revoke the Participant’s
consent, the
Participant’s
employment status or
service with the
Employer will not
be affected; the Participant’s
consequence of refusing
or withdrawing consent is that the
Company would not be able to
award the
Participant
Restricted Stock Units
or any other
equity award to
the Participant or
administer or
7
may affect
the Participant’s ability to participate in the
Plan. For more information on the consequences
of refusal to consent or withdrawal of consent, the
Participant should contact HR Direct.
10.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
11.
. By participating in the Plan,
the Participant agrees to comply with the Company’s
policy on xxxxxxx xxxxxxx
(to the extent that it is applicable to the
Participant), the Participant further acknowledges that,
depending on
the Participant’s or
his or her
broker’s country of residence or
where the
shares of Stock are
listed, the
Participant may be subject to xxxxxxx xxxxxxx restrictions
and/or market abuse laws that may affect the Participant’s ability
to
accept, acquire, sell or otherwise dispose
of shares of Stock, rights to
shares of Stock (e.g., restricted stock
units) or
rights linked to the
value of shares of Stock, during such times the Participant is considered
to have “inside information”
regarding the
Company as defined by the laws or regulations in the
Participant’s country. Local xxxxxxx xxxxxxx laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside
information to any third party
(other than on a
“need to know” basis) and (ii) “tipping” third parties or causing
them otherwise to buy or sell securities.
The Participant understands
that third parties include fellow employees.
Any restriction under these laws or regulations
are separate from and in
addition to any restrictions that may be imposed under
any applicable Company xxxxxxx xxxxxxx
policy. The Participant acknowledges that
it is the Participant’s responsibility to comply with any applicable
restrictions,
and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
. The Participant agrees, to the fullest extent permitted
by law, in lieu of receiving documents in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver in
connection with this
grant and any
other grants offered
by the Company,
including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of a
document may
be made via the
Company’s email system
or by reference to
a location on the
Company’s intranet or
website or a
website of the Company’s agent
administering the Plan. By accepting this
grant, whether electronically or
otherwise, the Participant
hereby consents to participate in the Plan through
such system, intranet, or website, including
but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.
13.
. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement
and the
Plan and all other
documents, notices and
legal proceedings entered
into, given or
instituted pursuant to the
Restricted Stock
Units be drawn up
in English. To the
extent the Participant
has been provided
with a copy of
this
Agreement, the Plan, or any other documents relating to
this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a result
of translation.
14.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific Addendum to this
Agreement (the “Addendum”). Moreover, if the
Participant
transfers to one of the countries included in such Addendum, the special terms and conditions for such country
will apply to
the Participant, to the extent the
Company determines that the application of
such terms and conditions is
necessary or advisable to comply with local law or facilitate the
administration of the Plan (or the Company may establish
alternative terms
and conditions as
may be necessary or
advisable to accommodate
the Participant’s transfer). The
Addendum constitutes part of this
Agreement.
15.
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
country of employment
(or country of
residence, if different).
The Company has not
submitted any
registration statement,
prospectus or other filings with
the local securities
authorities (unless otherwise required under
local law), and the award of the Restricted Stock Units is not
subject to the supervision of the local securities authorities.
No employee of the Company
or any of its Subsidiaries or affiliated companies is permitted
to advise the Participant on
whether
he/she should participate in the
Plan. Acquiring shares of Stock involves
a degree of
risk. Before deciding to
participate in the
Plan, the Participant should carefully consider all
risk factors relevant to the acquisition of
shares of
Stock
under the Plan and
carefully review all
of the materials
related to the
Restricted Stock Units
and the Plan. In
addition, the Participant should consult with his/her personal advisor for
professional investment advice.
16.
and/or cash
acquired under the
Plan in accordance
with applicable foreign
exchange rules and
regulations in the
Participant’s country of employment (and country of residence, if different). In addition, the Participant
agrees to take any
and all
actions, and consent
to any and all
actions taken by
the Company and
any of its
Subsidiaries and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws, rules
and/or regulations in the
Participant’s country of employment (and
country of residence, if different).
Finally, the
Participant agrees to take any and
all actions as may be required
to comply with the Participant’s personal
8
obligations under local
laws, rules and/or regulations in the Participant’s country of employment and country of residence,
if different).
17.
participation in the Plan, on the Restricted Stock
Units, and on any shares of Stock acquired under the Plan, to the extent
the Company determines it is necessary
or advisable for legal or administrative reasons, and to require the
Participant to
sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
18.
No provision
contained in this
Agreement shall in
any way terminate,
modify or alter,
or be
construed or
interpreted as terminating,
modifying or altering
any of the powers,
rights or authority
vested in the
Committee or, to the extent delegated,
in its delegate, pursuant to the terms of
the Plan or resolutions adopted in furtherance
of the
Plan, including, without
limitation, the right
to make certain
determinations and elections
with respect to the
Restricted Stock
Units. Any dispute
regarding the interpretation
of this Agreement
or the terms of
the Plan shall be
submitted to
the Committee or
its delegate who
shall have the
discretionary authority to
construe the terms
of this
Agreement, the Plan,
and all documents ancillary to this Award. The decisions of
the Committee or its delegate shall be
final and binding and any reviewing
court of law or other party shall defer to its
decision, overruling if, and only if, it is
arbitrary and capricious. In no way is it intended that this review
standard subject the Plan or Award to the U.S. Employee
Retirement Income
Security Act
.
19.
persons lawfully claiming
under the Participant.
20.
Governing
Law and
Forum
. Without
limiting the effect
of section 17, this
Agreement shall be
governed by, and
construed in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
21.
.
The provisions of this Agreement are severable and if any one or more of
the provisions are determined to
be illegal or otherwise unenforceable, in
whole or in part, the Agreement shall be reformed and construed so that it would
be enforceable
to the maximum
extent legally possible,
and if it cannot
be so reformed and
construed, as if such
unenforceable provision, or part thereof, had never been contained
herein.
22.
Waiver
.
The waiver by
the Company with
respect to Employee’s
(or any other
participant’s) compliance with any
provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A copy
of the Plan and
the Prospectus to
the General Mills,
Inc. 2022Stock Compensation
Plan is available
on G&Me by
searching “2022 Stock
Compensation Plan”. A copy of the Company’s latest Annual
Report on Form 10-K is also available on
the Company’s website at
xxx.xxxxxxxxxxxx.xxx under Investor Information/Annual
Reports.
GENERAL XXXXX,
INC.
9
GENERAL XXXXX, INC.
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
AGGREGATE
NUMBER OF UNITS SUBJECT
TO AWARD:
EXPIRATION DATE OF RESTRICTED
PERIOD:
This Award is made under the General Xxxxx, Inc. 2022 Stock
Compensation Plan (the "Plan"), and is subject to the
terms
and conditions contained
in the Plan
document and this
Restricted Stock Unit
Award Agreement
(“Agreement”). The Participant: (i)
acknowledges receipt of a copy of the Plan and Plan
prospectus, (ii) represents
that
the Participant has carefully read and is
familiar with the provisions of this Agreement
and the Plan, and (iii)
hereby accepts the Restricted Stock
Units subject to all of the terms and conditions
set forth herein, and in
the Plan. If
the Participant does
not wish to receive the Restricted
Stock Units and/or does not consent
and agree to the terms
and conditions on which the Restricted Stock Units are
offered, as set forth in this Agreement and the Plan, then the
Participant
must reject this
Award via the
website of the
Company’s designated broker,
no later than 60
days
following
the Grant Date. If
the Participant rejects
this Award, this
Award will immediately
be forfeited and
cancelled. The
Participant’s failure to reject
this Award within this 60
day period will constitute the Participant’s
acceptance of this Award and all terms and conditions of
this Award, as set forth in this Agreement and the Plan.
THIS
AWARD, dated on the above Grant Date, is made by General Xxxxx, Inc., and
made to the person named above (the
"Participant" or referred
to as “I”, “you”, or “my”) (“Award”).
1.
Award of
Units
. Each unit awarded
represents the right to receive one
share of the Company common stock, par value
USD 0.10 per share (“Stock”).
The units granted pursuant to this Agreement are
referred to as the “Restricted Stock Units”.
Except as otherwise defined herein, capitalized terms shall have the
same meanings ascribed to them under the Plan.
2.
Vesting of Restricted Stock Units; Forfeiture of
Restricted Stock
Units.
(c)
. Restricted Stock Units shall
vest in tranches, each tranche having its own 12
month vesting
period occurring
consecutively, starting on the
Grant Date. Vested units
in a tranche shall
be paid on the
respective Scheduled Vesting Date, subject to the terms of this Agreement
and the Plan.
Tranche
Scheduled
Vesting
Date
(d)
. The Participant acknowledges that the
Restricted Stock Units awarded
hereunder are
subject to forfeiture if
the Participant’s employment with
the Company or any subsidiary or
affiliated companies (the “Company”) terminates under
certain circumstances before the respective Scheduled
Vesting Dates, as herein
provided.
(vi)
Termination
for
Cause.
discharge due to Participant’s illegal activities, poor work
performance, misconduct or violation of the
Company’s Code
of Conduct, policies or practices, then
these Restricted Stock Units, to the extent
they are
not fully vested as
of the Termination
Date, shall for no
consideration be cancelled and
forfeited in their entirety. For the avoidance of doubt, “Termination
Date” for purposes of this Award
will be
deemed to occur as
of the date
Participant is no
longer actively providing
services as an
employee, unless
otherwise determined by the Company
in its sole discretion, and no
vesting shall
continue during any notice period that may be specified under
contract or applicable law with respect
to such
termination, including any
“garden leave” or
similar period, except
as may otherwise be
permitted in the Company’s sole discretion.
(vii)
If the
Participant’s employment by
the Company
terminates
involuntarily at the initiation of the Company
for any reason other than specified
in Plan
Section 11, or (i), (iv) or (v) herein or
if the Participant retires on or after age 55 but before age 62, the
10
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. Restricted
Stock Units that vest
under this
paragraph shall be
paid (or deferred,
if properly elected)
on the respective Scheduled
Vesting Date
otherwise applicable to
such tranche. No
Restricted Stock Units
shall vest upon
involuntary termination under this provision without the execution (without
revoking) of an effective
general legal release and such other documents as are satisfactory
to the Company.
(viii)
Death
. If
a Participant dies while employed by
the Company during any applicable vesting period,
this Award shall become fully vested, effective as of the date of death,
and shall be paid as of the first
day of the month following death to the designated beneficiary or beneficiaries, or to the
Participant's
estate if no beneficiary is appropriately
designated.
(ix)
If the termination of employment is due to the Participant’s retirement on or after
age 62, all Restricted Stock Units in unvested tranches shall vest, and be paid (or deferred, if properly
elected) on
each tranche’s respective
Scheduled Vesting Date.
Notwithstanding the above,
if the
Termination Date is within twelve months of the
Grant Date, the Award shall not fully vest but rather
vest
on a pro rata basis based
on employment completed since Grant Date
to the Termination Date
shall be paid (or
deferred, if properly elected) on the
respective Scheduled Vesting Date otherwise
applicable to such tranche. Notwithstanding
the above, the terms of this paragraph shall not apply to
a Participant who, prior to a Change of Control, is terminated for cause as
described in (b)(i)
above.
(x)
Spin-offs
and
Other Divestitures.
transfer, or spin-off of
a line of business or other activity of the Company, the Committee, in
its sole
discretion, shall determine
the conversion, vesting, or other treatment of these Awards. Such treatment
shall be
consistent with Code Section
409A, and in particular
will take into
account whether a
separation from service has occurred within the meaning of Code
Section 409A.
3.
Dividend Equivalents.
Any dividends or
other distributions declared payable on the
Company’s Stock on or after the
Grant Date of
this Award until
the Award is settled and/or
forfeited shall be credited notionally to
the Participant in an
amount equal to
such declared dividends or other distributions
on an equivalent number of shares
of Stock (“Dividend
Equivalents”). Dividend Equivalents so
credited shall be paid if, and only to the extent, the
underlying Restricted Stock
Units
to which they relate
become unrestricted and vest,
as provided under the terms
of the Plan and this
Agreement.
Dividend Equivalents
credited in respect to Restricted Stock Units that are
forfeited under the terms of the Plan and this
document, are correspondingly forfeited. No interest or other earnings
shall be credited on Dividend Equivalents. Vested
Dividend Equivalents shall be paid in cash at the same time as the underlying Restricted Stock Units to which they relate.
4.
Settlement of Restricted
Stock Units.
event later than 30 days after the date on which payment is supposed to
be made under this Agreement, except where such
settlement following a
Section 409A Separation from Service requires a six-month delay. The Company
will provide for
settlement in the form of shares of Stock.
5.
Non-Transferability
.
The Restricted Stock
Units may not be
sold, assigned, pledged,
exchanged, hypothecated,
encumbered,
disposed of, or otherwise transferred, unless
otherwise provided in the Plan or this
Agreement. Upon any
attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of the
Restricted Stock Units or of such rights contrary
to the provisions hereof or in the Plan, the Restricted Stock Units and such
rights shall immediately become null and void.
6.
Withholding
of Tax
. The Participant
acknowledges that, regardless of any action taken by the Company or,
if different,
the
subsidiary or affiliated company that employs
the Participant (the “Employer”), the ultimate
liability for all income
tax, social contributions, payroll tax,
fringe benefits tax, payment on account, hypothetical tax or
other tax-related items
related to
the Participant’s participation in the Plan
and legally applicable to the Participant or deemed
by the Company
or the Employer in their discretion
to be an appropriate charge to the Participant even if legally applicable to the Company
or the Employer (“Tax-Related Items”), is and
remains the Participant’s responsibility and may exceed the amount
actually
withheld by
the Company or the Employer, if
any. The Participant further acknowledges
that the Company and/or the
Employer (a) make
no representations or undertakings regarding
the treatment of any Tax -Related
Items in connection
with any aspect
of the Restricted Stock Units, including, but not limited to, the grant,
vesting, the subsequent sale of shares
of Stock acquired
pursuant to such vesting and the receipt of
any dividends; and (b) do not commit
to and are under no
obligation to
structure the terms
of the grant or
any aspect of the
Restricted Stock Units
to reduce or
eliminate the
11
Participant’s liability
for Tax-Related Items or achieve
any particular tax result. Further, if
the Participant is subject to
Tax-Related Items
in more than one
jurisdiction between the
Grant Date and the
date of any
relevant taxable or tax
withholding event,
as applicable, the
Participant acknowledges that
the Company and/or
the Employer (or former
employer, as applicable) may be required to withhold or account for
Tax -Related Items in more than one jurisdiction.
Prior to the relevant
taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements
satisfactory to the Company and/or
the Employer to satisfy all Tax-Related Items. In
this regard, unless otherwise approved
by the Committee, the Company shall satisfy the obligations with regard to
all Tax-Related Items by one or a combination
of the
following: (i) withholding from
the Participant’s wages or other cash
compensation paid to the Participant by the
Company and/or the Employer; (ii) withholding from the shares of Stock to
be delivered upon settlement of the Restricted
Stock Units or other awards
granted to the Participant or (iii) permitting the Participant to tender to the Company cash or,
if allowed by the Committee, shares
of Stock.
Depending on
the withholding method,
the Company may
withhold or account
for Tax-Related Items
by considering
applicable
statutory withholding rates (as determined by
the Company in good faith
and in its sole discretion) or other
applicable withholding rates, including
maximum applicable rates, in which case the Participant will
receive a refund of
any over-withheld amount and will have no
entitlement to the share equivalent. If the obligation for Tax -Related Items is
satisfied by
withholding from the
shares of Stock to
be delivered upon
vesting of the
Restricted Stock Units,
for tax
purposes, the Participant is deemed to have been issued the full
number of shares of Stock subject to the Restricted Stock
Units,
notwithstanding that a number of shares of
Stock are held back solely for the
purpose of paying the Tax -Related
Items. The Participant
will have no further rights with
respect to any shares of Stock
that are retained by the Company
pursuant to this provision.
The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to
withhold or account for as a result of the Participant’s
participation in the Plan that cannot
be satisfied by the means previously
described. The Company may refuse to issue or deliver shares of Stock or
proceeds
from the sale of
shares of Stock until arrangements satisfactory to the
Company have been made in connection with the
Tax-Related Items.
7.
Restrictive Covenants; Confidential
Information
. The Participant
agrees to cooperate with the Company
in any way
needed in order to comply with, or fulfill the terms of the Plan
and this Award document. As a term and condition of this
Award, Participant agrees to the following
terms:
e.
I agree to
use General Xxxxx 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 Xxxxx
Confidential Information means
any non-public information
I create, receive,
use or
observe in
the performance of
my job at General
Mills, including trade
secrets. Examples of
Confidential Information include marketing, merchandising, business
plans, business methods, pricing,
purchasing, licensing,
contracts, employee, supplier
or customer information,
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.
12
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 Xxxxx,
or developed by me in connection with my employment with the Company.
f.
[
This
Section 7.b. 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 Xxxxx, and (B) which competes with General Xxxxx products, brand
categories, processes, or related
services.
g.
I agree
that for one year after I leave General Xxxxx, 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.
h.
I agree that
after I leave General Xxxxx, 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.
i.
I agree
that for one year after I leave General Xxxxx, including retiring from the Company, I will refrain
from directly or
indirectly soliciting Company employees for the
purpose of hiring them or inducing
them to leave their employment with the Company.
A breach of
the obligations set forth in this
paragraph may result in the rescission
of the Award, termination and
forfeiture of any unvested Units, and/or required payment to the Company of
all or a portion of any monetary gains
acquired by the
Participant as a result of the
Award, unless the Award vested
and was settled more than four (4)
years prior to the
breach. The foregoing remedies are in addition to, and
not in lieu of injunctive relief and/or any
other legal or equitable remedies available under applicable law.
8.
Nature of
Grant
. In accepting the Restricted Stock Units, the Participant acknowledges and
agrees that:
(m)
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);
(n)
the grant
of the Restricted Stock Units is voluntary and occasional
and does not create any contractual
or other right to receive future grants of restricted stock units,
or benefits in lieu of restricted stock units,
even if restricted stock units or other awards have been granted in the
past;
(o)
all
decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(p)
the
Participant’s participation in the Plan is voluntary;
(q)
the
Restricted Stock Units
and the Participant’s
participation in the
Plan shall not
create a right to
employment or
be interpreted as
forming an employment
contract with the
Company or any of
its
Subsidiaries or
affiliated companies and
shall not interfere
with the ability
of the Company or
the
Employer, as
applicable, to terminate the Participant’s employment
relationship (as otherwise may be
permitted under local law);
(r)
unless
otherwise agreed with the Company, the Restricted Stock Units and any shares of Stock acquired
upon vesting of the Restricted
Stock Units, and the income from and value of same, are not
granted as
consideration for,
or in connection with, any service the
Participant may provide as a director
of any
subsidiary or affiliate of the Company;
(s)
the Restricted
Stock Units and any shares of Stock acquired under the Plan and the income and value of
same, are
not part of normal
or expected compensation
for purposes of
calculating any severance,
resignation,
termination, redundancy, dismissal,
end-of-service payments, bonuses, long-service
awards, pension
or retirement or
welfare benefits or
similar payments and
in no event should
be
considered as compensation for, or relating in any way to, past services for the Company, the Employer
or any subsidiary or affiliate of the Company;
13
(t)
the future
value of the shares of Stock underlying
the Restricted Stock Units is unknown, indeterminable,
and cannot be predicted with
certainty;
(u)
upon
vesting of the Restricted Stock Units, the value of such shares of Stock
may increase or decrease
in
value;
(v)
no claim
or entitlement to compensation or damages shall arise from
forfeiture of the Restricted Stock
Units resulting
from termination of
the Participant’s employment
(for any reason
whatsoever and
whether or not
in breach of local labor laws or later found invalid) and, in
consideration of the Restricted
Stock Units, the Participant agrees not to
institute any claim against the Company or the Employer;
(w)
the Restricted
Stock Units and the benefits evidenced by this Agreement do
not create any entitlement
not otherwise specifically provided for in the
Plan or provided by the Company in its discretion, to have
the Restricted
Stock Units or any such benefits transferred to, or assumed
by, another company, nor to
be exchanged, cashed out or
substituted for, in connection with any corporate transaction
affecting the
shares of Stock; and
(x)
neither
the Company nor any of its Subsidiaries
or affiliated companies shall be liable for
any foreign
exchange
rate fluctuation between the Participant’s local
currency and the U.S. dollar that
may affect
the value of the
Restricted Stock Units or any amounts due to the Participant pursuant to
the vesting of
the
Restricted Stock Units or the subsequent
sale of any shares of Stock
acquired upon vesting of the
Restricted Stock
Units.
9.
Data
Privacy
.
If the Participant would like to participate in the Plan, the Participant will need to
review the information
provided in this
Section 9 and, where applicable, declare the Participant’s consent to
the processing of personal data by
the Company and the
third parties stated below.
If the Participant
is based in the European Union (“EU”), European Economic Area (“EEA”) or United Kingdom, please
note that
General Xxxxx, Inc. with
registered address at
One General Xxxxx
Boulevard, Minneapolis, MN 55426 -1347,
U.S.A., is the controller responsible for the processing
of the Participant’s personal data in connection with the Agreement
and the Plan.
(h)
Data
Collection and Usage. The Company collects,
processes, uses and transfers
certain personally-
identifiable
information about the Participant, specifically, the
Participant’s name, home address and
telephone
number, email address,
date of birth,
social insurance, passport
number or other
identification
number, salary, nationality,
job title, any
shares of Stock or
directorships held in the
Company or
any affiliated company,
details of
all Restricted Stock
Units or
any other entitlement to
shares
of Stock awarded,
canceled, exercised, settled,
vested, unvested or
outstanding in the
Participant’s
favor, which the Company
receives from the Participant or
the Employer (the “Data”).
The
Company collects, processes
and uses the Data
for the purposes of
performing its contractual
obligations
under this Agreement,
implementing, administering and
managing the Participant’s
participation in the Plan and facilitating compliance with
applicable tax and securities
law.
If the Participant is
based in the EU, EEA or United Kingdom, the legal basis for the processing
of the
Data
by the Company is
the necessity of
the processing for
the Company to
perform its contractual
obligations
under this Agreement
and the Plan and
the Company’s legitimate
business interests of
managing
the Plan, administering
employee equity awards
and complying with
its contractual and
statutory
obligations.
If the Participant is based in any other
jurisdiction, the legal basis for the processing of the Data by the
Company is the
Participant’s consent as further described below.
(i)
Stock
Plan Administration
Service Providers. The
Company transfers Data
to E*TRADE Financial
Corporate
Services, Inc. (including
its affiliated companies),
an independent service
provider which
assists
the Company with the implementation, administration and management of
the Plan. In the future,
the Company may select
a different service provider, which
will in a similar manner, share
Data with
such service
provider. The Company’s service provider will maintain an account for
the Participant to
administer
the Restricted Stock Units.
The processing of Data will
take place through both electronic
14
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.
(j)
International
Data Transfers. The Company and its service providers are based in the United States and
India.
The Participant’s country or jurisdiction
may have different data privacy laws
and protections
than
the United States and India. An appropriate
level of protection can be achieved by implementing
safeguards such as the Standard Contractual Clauses
adopted by the EU Commission.
If the Participant is
based in any other jurisdiction, the Data will be transferred from the
Participant’s
jurisdiction to the Company and onward
from the Company to any of its service providers based on the
Participant’s consent, as further described
below.
(k)
Data
Retention. The Company will use the Data only as long as necessary to implement, administer and
manage
the Participant’s participation in the
Plan, or as required to
comply with legal or regulatory
obligations,
including tax and
securities laws. When
the Company no
longer needs the
Data, the
Company will remove it from its
systems. If the Company keeps data longer, it would be to satisfy legal
or regulatory obligations
and the Company’s legal basis would be
relevant laws or regulations (if the
Participant is
in the EU, EEA or United
Kingdom) or the Participant’s consent
(if the Participant is
outside the EU, EEA or United Kingdom).
(l)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the
the Participant is based, such
rights may include the right to (i) request access to, or copies of, the Data
processed by the Company, (ii) rectification of incorrect
Data, (iii) deletion of Data, (iv) restrictions on
the
processing of Data, (v) object to
the processing of Data for
legitimate interests, (vi) portability of
Data, (vii) lodge complaints with competent authorities in the
Participant’s jurisdiction, and/or to (viii)
receive a list with the names and
addresses of any potential recipients of Data. To receive clarification
regarding these rights or to exercise these rights, the
Participant can contact HR Direct.
(m)
Necessary
Disclosure of Personal Data. The Participant understands that providing the Company with
Data is necessary
for the performance of
the Agreement and that the
Participant’s refusal to provide
the
Data would make it
impossible for the
Company to perform
its contractual obligations
and may
affect the
Participant’s ability to participate in the Plan.
(n)
Declaration
of Consent (if the Participant is outside the EU, EEA and
United Kingdom). The Participant
hereby unambiguously
consents to the collection, use and
transfer, in electronic or other form,
of the
Data, as described above and in any other grant
materials, by and among, as applicable, the Employer,
the
Company and any affiliated company for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the
Plan. The Participant understands that the Participant
may, at
any time, refuse or withdraw the
consents herein, in any case
without cost, by contacting HR
Direct.
If the Participant
does not consent
or later seeks to
revoke the Participant’s
consent, the
Participant’s
employment status or
service with the
Employer will not
be affected; the Participant’s
consequence of refusing
or withdrawing consent is that the
Company would not be able to
award the
Participant
Restricted Stock Units
or any other
equity award to
the Participant or
administer or
may affect
the Participant’s ability to participate in the
Plan. For more information on the consequences
of refusal to consent or withdrawal of consent, the
Participant should contact HR Direct.
10.
Clawback
.
This Award is specifically made subject to the Company’s Executive Compensation Clawback Policies.
11.
Xxxxxxx Xxxxxxx; Market Abuse
Laws
. By participating in the Plan,
the Participant agrees to comply with the Company’s
policy on xxxxxxx xxxxxxx
(to the extent that it is applicable to the
Participant), the Participant further acknowledges that,
depending on
the Participant’s or
his or her
broker’s country of residence or
where the
shares of Stock are
listed, the
Participant may be subject to xxxxxxx xxxxxxx restrictions
and/or market abuse laws that may affect the Participant’s ability
to
accept, acquire, sell or otherwise dispose
of shares of Stock, rights to
shares of Stock (e.g., restricted stock
units) or
rights linked to the
value of shares of Stock, during such times the Participant is considered
to have “inside information”
regarding the
Company as defined by the laws or regulations in the
Participant’s country. Local xxxxxxx xxxxxxx laws and
regulations may prohibit the cancellation or amendment of orders the Participant places before he or she possessed inside
information. Furthermore, the Participant could be prohibited from (i) disclosing the inside
information to any third party
(other than on a
“need to know” basis) and (ii) “tipping” third parties or causing
them otherwise to buy or sell securities.
The Participant understands
that third parties include fellow employees.
Any restriction under these laws or regulations
15
are separate from and in
addition to any restrictions that may be imposed under
any applicable Company xxxxxxx xxxxxxx
policy. The Participant acknowledges that
it is the Participant’s responsibility to comply with any applicable
restrictions,
and that the Participant should therefore consult the
Participant’s personal advisor on this matter.
12.
Electronic
Delivery
. The Participant agrees, to the fullest extent permitted
by law, in lieu of receiving documents in paper
format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may
deliver in
connection with this
grant and any
other grants offered
by the Company,
including prospectuses, grant
notifications, account
statements, annual or
quarterly reports, and
other communications. Electronic
delivery of a
document may
be made via the
Company’s email system
or by reference to
a location on the
Company’s intranet or
website or a
website of the Company’s agent
administering the Plan. By accepting this
grant, whether electronically or
otherwise, the Participant
hereby consents to participate in the Plan through
such system, intranet, or website, including
but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.
13.
English
Language
. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Agreement
and the
Plan and all other
documents, notices and
legal proceedings entered
into, given or
instituted pursuant to the
Restricted Stock
Units be drawn up
in English. To the
extent the Participant
has been provided
with a copy of
this
Agreement, the Plan, or any other documents relating to
this Award in a language other than English, the English language
documents will prevail in case of any ambiguities or divergences as a
result of translation.
14.
Addendum.
Notwithstanding any provisions in this Agreement, the Restricted Stock Units shall be subject to any special
terms and conditions set forth in the Country-Specific Addendum to this
Agreement (the “Addendum”). Moreover, if the
Participant
transfers to one of the countries included in such Addendum, the special terms and conditions for such country
will apply to
the Participant, to the extent the
Company determines that the application of
such terms and conditions is
necessary or advisable to comply with local law or facilitate the
administration of the Plan (or the Company may establish
alternative terms
and conditions as
may be necessary or
advisable to accommodate
the Participant’s transfer). The
Addendum constitutes part of this
Agreement.
15.
Not a Public
Offering
. The award of the Restricted Stock Units is not intended to be a public offering of securities in the
Participant’s
country of employment
(or country of
residence, if different).
The Company has not
submitted any
registration statement,
prospectus or other filings with
the local securities
authorities (unless otherwise required under
local law), and the award of the Restricted Stock Units is not
subject to the supervision of the local securities authorities.
No employee of the Company
or any of its Subsidiaries or affiliated companies is permitted
to advise the Participant on
whether
he/she should participate in the
Plan. Acquiring shares of Stock involves
a degree of
risk. Before deciding to
participate in the
Plan, the Participant should carefully consider all
risk factors relevant to the acquisition of
shares of
Stock
under the Plan and
carefully review all
of the materials
related to the
Restricted Stock Units
and the Plan. In
addition, the Participant should consult with his/her personal advisor for
professional investment advice.
16.
Repatriation; Compliance with
Law.
and/or cash
acquired under the
Plan in accordance
with applicable foreign
exchange rules and
regulations in the
Participant’s country of employment (and country of residence, if different). In addition, the Participant
agrees to take any
and all
actions, and consent
to any and all
actions taken by
the Company and
any of its
Subsidiaries and affiliated
companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with
local laws, rules
and/or regulations in the
Participant’s country of employment (and
country of residence, if different).
Finally, the
Participant agrees to take any and
all actions as may be required
to comply with the Participant’s personal
obligations under local laws, rules and/or regulations in the
Participant’s country of employment and country of residence,
if
different).
17.
Imposition of
Other Requirements.
participation in the Plan, on the Restricted Stock
Units, and on any shares of Stock acquired under the Plan, to the extent
the Company determines it is necessary
or advisable for legal or administrative reasons, and to require the
Participant to
sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
18.
Committee’s Powers.
No provision
contained in this
Agreement shall in
any way terminate,
modify or alter,
or be
construed or
interpreted as terminating,
modifying or altering
any of the powers,
rights or authority
vested in the
Committee or, to the extent delegated,
in its delegate, pursuant to the terms of
the Plan or resolutions adopted in furtherance
of the
Plan, including, without
limitation, the right
to make certain
determinations and elections
with respect to the
Restricted Stock
Units. Any dispute
regarding the interpretation
of this Agreement
or the terms of
the Plan shall be
submitted to
the Committee or
its delegate who
shall have the
discretionary authority to
construe the terms
of this
Agreement, the Plan,
and all documents ancillary to this Award. The decisions of
the Committee or its delegate shall be
final and binding and any reviewing
court of law or other party shall defer to its
decision, overruling if, and only if, it is
16
Retirement Income Security
Act
.
19.
Binding
Effect.
persons lawfully claiming
under the Participant.
20.
Governing
Law and
Forum
. Without
limiting the effect
of section 17, this
Agreement shall be
governed by, and
construed in accordance with, the laws of the State of Delaware without
regard to principles of conflict of laws.
21.
Severability
.
The provisions of this Agreement are severable and if any one or more of
the provisions are determined to
be illegal or otherwise unenforceable, in
whole or in part, the Agreement shall be reformed and construed so that it would
be enforceable
to the maximum
extent legally possible,
and if it cannot
be so reformed and
construed, as if such
unenforceable provision, or part thereof, had never been contained
herein.
22.
Waiver
.
The waiver by
the Company with
respect to Employee’s
(or any other
participant’s) compliance with any
provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this Agreement.
A copy
of the Plan and
the Prospectus to
the General Mills,
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
xxx.xxxxxxxxxxxx.xxx under Investor Information/Annual
Reports.
GENERAL XXXXX,
INC.
