Contract
1
Exhibit 10.1
GENERAL XXXXX, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[Officer]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
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 Performance
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 Performance 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
Performance
Stock Units
and/or does not consent
and agree to
the terms and conditions
on which the
Performance 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 Xxxxx Date, is
made by General Xxxxx, Inc., (the "Company"),
and made to
the person named above (the
"Participant" or referred to as “I”, “you”, or “my”) (“Award”).
1.
Award
of Units.
par
value USD 0.10 per
share (“Stock”). The
units granted pursuant to
this Agreement are referred to
as the
“Performance Stock
Units”. The number
of Performance Stock
Units earned by the
Participant for the
Performance Period will be determined at the end of the Performance Period
based on the level of achievement
against the Performance
Measures and conditions in accordance with
Attachment A. The number of shares of
Stock the Participant
is paid is dependent on the
number of Performance Stock Units earned
and satisfactory
completion of
the service requirements
described herein. Whether,
and the extent to
which Performance
Measures
have been satisfied at the end
of the Performance Period shall be
certified by the Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent Committee
in its sole discretion. For each
Performance Stock Unit earned and vested,
if any, at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration Date
of the Restricted Period, subject to
any additional restrictions or holding requirements in
Attachment A. Except as otherwise defined
herein, capitalized terms shall have the same meanings ascribed to
them under the Plan.
2.
Vesting
of Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
.
The Performance Stock Units shall
vest on the Expiration Date
of the Restricted
Period set forth above
(“Vesting Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock
Units awarded hereunder are subject to forfeiture if the Participant’s
employment with the Company or
any subsidiary or affiliated companies terminates under certain circumstances before the
Vesting Date,
as herein provided.
2
(i)
Resignation
or Termination for
Cause.
any subsidiary or affiliated companies is
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
Performance Stock Units, to the
extent they
are not fully
vested as of the
Termination Date, shall
for no consideration be
cancelled and forfeited
in their entirety. For the avoidance
of doubt, “Termination Date” for
purposes of this Award will be deemed to occur as of the date Participant is
no longer actively
providing
services as an employee, unless otherwise
determined by the Company in its sole
discretion, and no vesting shall continue during any notice period that may be specified under
contract or applicable
law with respect to such termination,
including any “garden leave” or
similar period, except as may otherwise be permitted in the
Company’s sole discretion.
(ii)
Involuntary
Termination.
or affiliated companies terminates involuntarily at
the initiation of the Company for any reason
other than specified in Plan Section 11 (Change in Control), or (i), (iv) or (v) in this section 2,
and 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 or any
subsidiary or affiliated companies
equals or exceeds 70, then if such involuntary termination occurs before the end
of the Company’s fiscal year within which this
Award was granted, it shall vest
in
a pro-rata amount based on actual
employment completed during said fiscal
year. But if such involuntary
termination occurs after the end of the fiscal year
in which it is awarded, then it
shall vest fully. In either case, vested Performance
Stock Units
shall be settled
and paid (subject
to any additional
restrictions or
holding requirements in Attachment A) on the Expiration
Date of the Restricted
Period, with a value, if any, that otherwise would be earned under
the applicable
Performance Measures
established in Attachment
A based on actual
performance.
b)
In the
event that, at the Termination Date, the
sum of the Participant’s age and
years of service with the
Company or any subsidiary or affiliated companies is
less than 70, this
Award shall be settled and paid on the Expiration
Date of the
Restricted Period (subject to any additional restrictions or
holding requirements
in Attachment A) with a value, if any, that otherwise would be earned
under the
applicable
Performance Measures established in Attachment A based on actual
performance; and shall vest at the
Expiration Date of the Restricted Period in a
pro-rata amount based on actual employment completed during the Performance
Period through the
Termination Date. All other Performance Stock
Units shall
be forfeited as of the
Termination Date.
(iii)
Death.
companies during the Performance Period, this Award shall fully vest and
shall be considered
to be
earned in full
“at target” as
if the applicable
Performance Measures established in
Attachment A have been achieved at target, and settled and paid on the first
day of the month
following death to the designated beneficiary or beneficiaries.
(iv)
Retirement
. If the termination of employment is due to the Participant’s
retirement on or after
age 55 and completion of at least five (5) years of
service with the Company or any subsidiary
or affiliated companies, then if
such retirement occurs before the end of the Company’s fiscal
year
within which this Award was granted, it shall vest
in a pro-rata amount based on actual
employment completed during said fiscal
year. But if such retirement occurs after the end of
the fiscal year in
which it is awarded, then it shall
vest fully. In either case, vested Performance
Stock Units shall be settled and paid
on the Expiration Date of the Restricted Period (subject
to any additional restrictions or
holding requirements in Attachment A), with a value, if any,
that otherwise
would be earned
under the applicable
Performance Measures established in
Attachment A
based on actual
performance. Notwithstanding the
above, the terms of
this
paragraph (iv) shall not apply to a Participant who, prior to
a Change of Control, is terminated
for cause
as described in (b)(i); said Participant shall be treated as provided in
paragraph (b)(i).
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(v)
Spin-offs
and
Other Divestitures.
cessation, 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.
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 Performance 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 Performance 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 Performance
Stock Units to which they relate are settled.
4.
Settlement
of
Performance Stock
Units.
completed as soon as administratively practicable but in no
event later than 30 days after the vesting date, 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. At the
Company’s discretion, additional
restrictions or holding requirements
may be imposed on settled Units and dividend equivalents, if
any.
5.
Non-Transferability
. The
Performance 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 Performance
Stock Units
or of such rights contrary to the provisions hereof or in the
Plan, the Performance Stock Units and
such rights shall immediately become null and void.
6.
Withholding
of Tax.
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
Performance 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
Performance 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 Performance 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
4
equivalent. If
the obligation for Tax-Related Items
is satisfied by withholding from the
shares of Stock to be
delivered upon vesting of the Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of Stock subject to the Performance 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.
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.
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.
5
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.
Nature
of Grant.
(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 Performance Stock Units is voluntary and
occasional and does not create any contractual
or other right
to receive future grants of Performance
Stock Units, or benefits in lieu
of Performance
Stock Units, even if Performance Stock Units s 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;
(e)
the
Performance 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
Performance Stock Units
and any shares of
Stock
acquired upon vesting of the Performance 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 Performance
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 Performance
Stock Units is unknown,
indeterminable, and cannot be predicted with
certainty;
(i)
upon vesting
of the Performance 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 Performance
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
Performance Stock
Units, the Participant agrees not to institute any claim against the
Company or the
Employer;
(k)
the
Performance 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 Performance 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
6
(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 Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon
vesting of
the Performance 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
Mills, Inc. with
registered address at
One General Xxxxx Boulevard,
Minneapolis, MN 55426-1347, 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 Performance 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.
(b)
.
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.
(c)
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 Performance 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.
(d)
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.
(e)
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).
7
(f)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the
Participant’s
jurisdiction. Subject to
the conditions set
out in the
applicable law and
depending on
where the
Participant is based, such rights may include the right to (i) request
access to, or copies of,
the
Data processed by
the Company, (ii)
rectification of incorrect
Data, (iii) deletion
of Data, (iv)
restrictions on the processing of Data, (v) object to the
processing of Data for legitimate interests, (vi)
portability of Data, (vii)
lodge complaints with competent authorities in the
Participant’s jurisdiction,
and/or
to (viii) receive
a list with the
names and addresses
of any potential
recipients of Data. To
receive clarification regarding these rights or to
exercise these rights, the Participant can contact HR
Direct.
(g)
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.
(h)
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
Performance Stock Units
or any other
equity award to the
Participant or
administer
or maintain such
awards. Therefore, the
Participant understands that
refusing or
withdrawing
consent may affect
the Participant’s ability
to participate in
the Plan. For more
information on the consequences of refusal to consent or withdrawal
of consent, the Participant should
contact HR Direct.
10.
Clawback
. This
Award is specifically
made subject to
the Company’s Executive
Compensation Clawback
Policies.
11.
Xxxxxxx
Xxxxxxx; Market Abuse
Laws.
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., Performance 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.
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.
8
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 Performance
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 Performance 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 Performance 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 Performance 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 Performance 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
. The
Participant agrees to repatriate all payments attributable to
the shares
of Stock
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
. The
Company reserves the
right to impose
other requirements on the
Participant’s participation in the Plan, on the Performance Stock
Unit, 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 Performance Stock Unit.
Any dispute regarding the interpretation of
this Agreement or the
terms of the Plan shall be submitted to the Committee or its delegate who
shall have the discretionary authority
to construe
the terms of this Agreement, the Plan, and all documents ancillary
to this Award. The decisions of
the Committee or its delegate shall be final and binding and any reviewing
court of law or other party shall defer
to its
decision, overruling if, and only if, it is arbitrary
and capricious. In no way is it intended that this review
standard subject the Plan or Award to the U.S. Employee Retirement Income
Security
Act.
19.
Binding
Effect
. This Agreement shall be
binding upon and inure to the benefit of
any successors to the Company
and all persons lawfully claiming under the
Participant.
20.
Governing
Law and Forum
.
Without limiting the effect of section
16, this Agreement shall be governed by,
and construed in accordance with,
the laws of the State of Delaware without regard
to principles of conflict of
laws.
9
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
Participant’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 Xxxxx, 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.
10
GENERAL XXXXX, INC.
PERFORMANCE STOCK UNIT AWARD AGREEMENT
GRANT DATE:
PARTICIPANT:
[CEO]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO
AWARD:
PERFORMANCE PERIOD:
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 Performance
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 Performance 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
Performance
Stock Units
and/or does not consent
and agree to
the terms and conditions
on which the
Performance 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 Xxxxx Date, is
made by General Xxxxx, Inc., (the "Company"),
and made to
the person named above (the "Participant" or
referred to as “I”, “you”, or “my”) (“Award”).
23.
Award
of Units.
par
value USD 0.10 per
share (“Stock”). The
units granted pursuant to
this Agreement are referred to
as the
“Performance
Stock Units”. The
number of Performance
Stock Units earned
by the Participant
for the
Performance Period will be determined at the
end of the Performance Period based on the level of achievement
against
the Performance Measures and conditions in
accordance with Attachment A. The number
of shares of
Stock
the Participant is paid is dependent
on the number of Performance Stock
Units earned and satisfactory
completion of
the service requirements
described herein. Whether,
and the extent to
which Performance
Measures
have been satisfied at the end
of the Performance Period shall be
certified by the Compensation &
Talent Committee before any payment is made, and all such determinations shall be made by the Compensation
& Talent Committee
in its sole discretion. For each
Performance Stock Unit earned and vested,
if any, at the
Expiration Date of the Restricted Period, one share of the Company’s Stock shall be issued to the Participant on
the Expiration Date
of the Restricted Period, subject to
any additional restrictions or holding requirements in
Attachment A. Except as otherwise defined
herein, capitalized terms shall have the same meanings ascribed to
them under the Plan.
24.
Vesting
of Performance Stock Units; Forfeiture of Performance Stock Units.
(a)
Vesting
Schedule
.
The Performance Stock Units shall
vest on the Expiration Date
of the Restricted
Period set forth above
(“Vesting Date”) subject to the terms of this Agreement and the Plan.
(b)
Forfeiture
of Performance Stock
Units
. The Participant
acknowledges that the Performance Stock
Units awarded hereunder are subject to forfeiture if
the Participant’s employment with the Company or
any subsidiary or
affiliated companies terminates under certain circumstances before the Vesting Date,
as herein provided.
(vi)
Resignation
or Termination for
Cause.
any subsidiary or affiliated companies is
terminated by either (i) resignation, or (ii) a discharge
due to Participant’s illegal activities,
poor work performance, misconduct or violation of the
11
Company’s Code of Conduct, policies or practices, then these
Performance 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)
Involuntary
Termination/ Early Retirement.
terminates involuntarily at the
initiation of the Company for any
reason other than specified
in Plan
Section 11 (Change
in Control), or
(i), (iv) or (v)
in this section 2,
and upon the
execution (without revoking)
of an effective general legal release
and such other documents
as are satisfactory
to the Company, or if the
Participant retires on or after age
55 but before
age
62, this Award shall be payable
on the Expiration Date of the
Restricted Period with a
value, if
any, that otherwise
would be earned
under the applicable
performance goals
established under Attachment A based on actual
performance; and shall vest at the Expiration
Date of
the Restricted Period
in a pro-rata
amount based on
actual employment completed
during the Performance Period through
the date of termination. All other Performance Share
Units shall be forfeited as of the date of
termination.
(viii)
Death.
affiliated companies during
the Performance Period, this Award shall
fully vest and shall be
considered to
be earned in full
“at target” as
if the applicable
Performance Measures
established in Attachment A have been achieved at
target, and settled and paid on the first day
of the month following death
to the designated beneficiary or beneficiaries.
(ix)
Normal
Retirement
. If the
termination of employment is due to a Participant’s retirement on
or after age
62, then if such retirement
occurs before the end of the
Company’s fiscal year
within which
this Award was
granted, it shall
vest in a pro-rata
amount based on actual
employment completed during said fiscal
year. But if such retirement occurs after the end of
the fiscal year in which it is awarded, then it shall vest fully. In either
case, vested Units shall
be paid on
the Expiration Date of the Restricted
Period, with a value,
if any, that otherwise
would be earned under the applicable performance goals established in the
Attachment based
on actual performance.
(x)
Spin-offs
and
Other Divestitures.
cessation, 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.
25.
Dividend
Equivalents.
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 Performance 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 Performance 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 Performance
Stock Units to which they relate are settled.
26.
Settlement
of
Performance Stock
Units.
completed as soon as administratively practicable but in no
event later than 30 days after the vesting date, 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. At the
Company’s discretion, additional
restrictions or holding requirements
may be imposed on settled Units and dividend equivalents, if any.
12
27.
Non-Transferability
. The
Performance 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 Performance
Stock Units
or of such rights contrary to the provisions hereof or in the
Plan, the Performance Stock Units and
such rights shall immediately become null and void.
28.
Withholding
of Tax.
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
Performance 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
Performance 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 Performance 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 Performance Stock Units, for tax purposes, the Participant is deemed to have been
issued the full number of shares of Stock subject to the Performance 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.
29.
Restrictive
Covenants; Confidential
Information.
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.
13
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.
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.
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.
30.
Nature
of Grant.
(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 Performance Stock Units is voluntary and
occasional and does not create any contractual
or other right
to receive future grants of Performance
Stock Units, or benefits in lieu
of Performance
Stock Units, even if Performance Stock Units s 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;
14
(q)
the
Performance 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
Performance Stock Units
and any shares of
Stock
acquired upon vesting of the Performance 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
Performance 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;
(t)
the
future value of the
shares of Stock
underlying the Performance
Stock Units is unknown,
indeterminable, and cannot be predicted with
certainty;
(u)
upon
vesting of the Performance 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 Performance
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
Performance Stock
Units, the Participant agrees not to institute any claim against the
Company or the
Employer;
(w)
the
Performance 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 Performance 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 Performance Stock Units or any amounts due to the Participant pursuant to the vesting
of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon
vesting of
the Performance Stock Units.
31.
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
Mills, Inc. with
registered address at
One General Xxxxx Boulevard,
Minneapolis, MN 55426-1347, is the controller responsible for the processing of the
Participant’s personal data
in connection with the Agreement and the
Plan.
(i)
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 Performance 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
15
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.
(j)
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 Performance 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.
(k)
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.
(l)
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).
(m)
Data
Subject Rights. The
Participant may have
a number of rights
under data privacy
laws in the
Participant’s
jurisdiction. Subject to
the conditions set
out in the
applicable law and
depending on
where the
Participant is based, such rights may include the right to (i) request
access to, or copies of,
the
Data processed by
the Company, (ii)
rectification of incorrect
Data, (iii) deletion
of Data, (iv)
restrictions on the processing of Data, (v) object to the
processing of Data for legitimate interests, (vi)
portability of Data, (vii)
lodge complaints with competent authorities in the
Participant’s jurisdiction,
and/or
to (viii) receive
a list with the
names and addresses
of any potential
recipients of Data. To
receive clarification regarding these rights or to
exercise these rights, the Participant can contact HR
Direct.
(n)
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.
(o)
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
16
Participant’s consequence of
refusing or withdrawing consent is that the Company would not be able
to
award the Participant
Performance Stock Units
or any other
equity award to the
Participant or
administer
or maintain such
awards. Therefore, the
Participant understands that
refusing or
withdrawing
consent may affect
the Participant’s ability
to participate in
the Plan. For more
information on the consequences of refusal to consent or withdrawal
of consent, the Participant should
contact HR Direct.
32.
Clawback
. This
Award is specifically
made subject to
the Company’s Executive
Compensation Clawback
Policies.
33.
Xxxxxxx
Xxxxxxx; Market Abuse
Laws.
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., Performance 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.
34.
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.
35.
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 Performance
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.
36.
Addendum.
Notwithstanding any provisions
in this Agreement, the Performance 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.
37.
Not
a Public Offering
.
The award of the Performance 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 Performance 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
17
review all
of the materials related to
the Performance Stock Units and
the Plan. In addition,
the Participant
should consult with his/her personal advisor for
professional investment advice.
38.
Repatriation;
Compliance with Law
. The
Participant agrees to repatriate all payments attributable to
the shares
of Stock
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).
39.
Imposition
of Other
Requirements
. The
Company reserves the
right to impose
other requirements on the
Participant’s participation in the Plan, on the Performance Stock
Unit, 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.
40.
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 Performance Stock Unit. 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.
41.
Binding
Effect
. This Agreement shall be
binding upon and inure to the benefit of
any successors to the Company
and all persons lawfully claiming under the
Participant.
42.
Governing
Law and Forum
.
Without limiting the effect of section
16, this Agreement shall be governed by,
and construed in accordance with,
the laws of the State of Delaware without regard
to principles of conflict of
laws.
43.
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.
44.
Waiver
. The waiver by the Company with respect to
Participant’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 Xxxxx, 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.
