EX-10.10






Exhibit 10.10




General Mills Separation Pay and Benefits Program for
 Officers




Introduction




          This document sets forth the Separation Pay and Benefits Program for Officers (the
“Program”) of General Mills, Inc. (the “Company”). The provisions of the Program
reflect a comprehensive review undertaken by the Company of its severance policies and programs,
and will govern terminations of employment following the effective date (the “Effective
Date”) of the Program’s adoption by the Company’s Board of Directors (the “Board”).




          The provisions of the Program are set forth in two independent component plans. Plan A of the
Program (“Plan A”) formalizes the Company’s existing severance practices, and Plan B of the
Program (“Plan B”) sets forth certain provisions that will apply in respect of terminations
of employment of certain officers following a Change of Control (as defined herein).




          The Program serves as the umbrella document governing severance policies of the Company.
However, each of Part A and Part B, as subplans of the Program, constitute independent employee
benefit plans and shall be treated for purposes of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), as distinct plans.




          The Program supersedes any severance plans, policies and/or practices currently in effect at
the Company and its Affiliates with respect to Participants (as defined in Plan A) and Change of
Control Participants (as defined in Plan B).




 









 








Plan A




ARTICLE I

PURPOSE




          This Plan A is intended to formalize the Company’s separation pay and benefits policy. The
purpose of this Plan A is to provide transitional pay and benefits for a limited period of time to
certain terminated employees. The Company reserves the right to amend or terminate this Plan A by
action of the Committee (as defined below) in accordance with the amendment and termination
provisions set forth below.




ARTICLE II 

DEFINITIONS




          As used in this Plan A, the following words and phrases shall have the following respective
meanings (unless the context clearly indicates otherwise):




     2.1 Administrator. The Company.



     2.2 Affiliate. An Affiliate of the Company shall mean any company controlled by,
controlling, or under common control with, the Company.



     2.3 Annual Base Salary. With respect to a Participant, the annual base salary in
effect immediately prior to such Participant’s Date of Termination.



     2.4 Average Annual Bonus. The average of the applicable Participant’s annual bonuses
paid under the Incentive Plan, for each of the last three full fiscal years (or such lesser number
of years for which such Participant was employed by the Company) prior to the year during which
occurs the Participant’s Date of Termination.



     2.5 Cause. With respect to any Participant, any definition of “Cause” set forth in an
employment, severance, or similar agreement between such Participant and the Company (or an
Affiliate thereof), or, if no such definition exists, the occurrence of any of the following:



     (a) the Participant’s conviction of, or plea of nolo contendere with respect
to, a felony;



     (b) the improper disclosure by the Participant of proprietary information or trade secrets of
the Company and its Affiliates;



     (c) the performance by the Participant of his or her employment duties in an unsatisfactory
manner, including, without limitation, willful failure to perform, or negligent performance of,
one’s employment duties;



     (d) the falsification by the Participant of any records or documents of the Company and its
Affiliates;



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     (e) the dishonesty, willful misconduct, misappropriation, breach of fiduciary duty, fraud, or
embezzlement of the Participant with regard to the Company and its Affiliates;



     (f) the violation by the Participant of any employment rules, policies (including the
Company’s Code of Conduct) or procedures of the Company and its Affiliates;



     (g) any intentional or gross misconduct of the Participant that injures the business or
reputation of the Company and its Affiliates; or



     (h) the violation of any federal or state securities law, rule or regulation governing the
business of the Company and its Affiliates or the constitution, by-laws, rules or regulations of
any securities or commodities exchange or self-regulatory organization governing the business of
the Company and its Affiliates or of which the Company is a member.



     2.6 Change of Control. As defined in Part B of this Program.



     2.7 Code. The Internal Revenue Code of 1986, as amended from time to time.



     2.8 Committee. The Compensation Committee of the Board.



     2.9 Company. As defined in the preamble and in Section 6.2 of this Plan A.



     2.10 Comparable Job. A job offering (i) no reduction in base salary of more than 10%,
(ii) no reduction in the annual cash compensation opportunity (i.e., base salary plus target bonus)
of more than 10% (iii) no material adverse reduction in duties and responsibilities, and (iv) no
requirement of relocation to a job location more than 50 miles from the Participant’s then-current
job location.



     2.11 Date of Termination. The applicable Participant’s last day of active employment
(or last day of Leave of Absence), as designated by the Company.



     2.12 Incentive Plan. The Company’s Executive Incentive Plan, or any predecessor or
successor plan.



     2.13 Interest. Interest on the applicable delayed payment equal to the “prime rate”
(as reported in the Wall Street Journal on the Date of Termination) plus 1%, which interest shall
be calculated on the basis of a 365-day year and the actual number of days elapsed from and
including the Date of Termination through, but excluding, the date of payment.



     2.14 Leave of Absence. Any absence from work authorized by the Company or an
Affiliate thereof, whether paid or unpaid, including but not limited to, absences because of
bereavement, extended care of a family member, personal emergencies, sick time, disability
(short-term or long-term), education, vacation, sabbatical, worker’s compensation, jury duty and
active military service. The duration of the applicable Leave of Absence, including the date when
the Participant is required to return to his or her active duties, shall be determined in the
Company’s sole discretion, subject to applicable legal requirements.



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     2.15 Multiple. With respect to any Participant, such Participant’s “Multiple” shall
be the number so designated on Appendix A of this Plan A. A Multiple may be either a whole number
or a fractional number.



     2.16 Participant. Any employee of the Company and its Affiliates at the level of Vice
President or above and any other employees of the Company and its Affiliates designated as
Participants on Appendix A of this Plan A.



     2.17 Section 409A. Section 409A of the Code.



     2.18 Separation Benefits. The amounts and benefits payable or required to be provided
in accordance with Section 4.3 of this Plan A.



ARTICLE III

ELIGIBILITY




     3.1 Participation. A Participant shall cease to be a Participant in this Plan A if
such Participant ceases to be employed by the Company and its Affiliates under circumstances not
entitling such Participant to Separation Benefits or if such Participant ceases to be employed by
the Company and its Affiliates at the level of Vice President or above.



     3.2 No Termination of Participation Following Termination Entitling Participant to
Benefits Under Plan. Notwithstanding Section 3.1 of this Plan A, a Participant who is
entitled, as a result of a cessation of employment while a Participant, to receive benefits under
this Plan A, shall remain a Participant in this Plan A (and shall not be subject to a reduction of
such Participant’s Multiple) until the amounts and benefits payable under this Plan A have been
paid or provided to such Participant in full.



ARTICLE IV

SEPARATION BENEFITS




     4.1 Right to Separation Benefits. A Participant shall be entitled to receive from the
Company the Separation Benefits as provided in Section 4.3 of this Plan A if (a) such Participant’s
employment with the Company and its Affiliates has been terminated for a reason specified in
Section 4.2(a) of this Plan A, (b) such Participant has not refused an offer of employment by the
Company and its Affiliates for a Comparable Job, and (c) such Participant executes within 50 days
(or such shorter period as is required of such Participant by the Company) following the Date of
Termination (and does not revoke), in a form that is satisfactory to the Company, such documents as
the Company may require, which shall include a separation agreement that contains an effective
general release of all known and unknown claims against the Company in a form consistent with the
Company’s past practice, and may include provisions binding the Participant to confidentiality,
cooperation with litigation, non-disparagement, non-competition, and/or non-solicitation agreements
(in the event that a Participant fails to execute such documents within the required time period or
revokes any such document, the Company may recover any payments or benefits paid or provided
hereunder to such Participant and shall cease to pay or provide any further payments or benefits
hereunder to such Participant).



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     4.2 Termination of Employment.



     (a) Terminations Which Give Rise to Separation Benefits Under This Plan A. Any
termination under the following circumstances shall be deemed to be a termination for a reason
specified in Section 4.2(a) of this Plan A: any involuntary termination of employment initiated by
the Company and its Affiliates (excluding any transfer to the Company or an Affiliate thereof)
other than for Cause or Disability (as defined below). A termination of employment will not be
deemed to be described by this paragraph if it occurs in connection with a transfer by the Company
and its Affiliates of assets or stock, and the applicable Participant receives an offer of a
Comparable Job with the transferee of such assets or stock (whether before, at the time of, or
immediately after the closing of such transfer). In the case of an involuntary termination of
employment initiated by the Company and its Affiliates other than for Cause, the applicable
Participant must remain employed (or on approved Leave of Absence) until the date of termination
communicated by the Company in order for the termination to qualify as a termination described by
this paragraph. A termination of employment will not be deemed to be described by this paragraph
if it follows a period of community assignment. The Company and the applicable Participant shall
take all steps necessary (including with regard to any post-termination services by such
Participant) to ensure that any termination described in this Section 4.2(a) of this Plan A
constitutes a “separation from service” within the meaning of Section 409A.



     (b) Terminations Which Do Not Give Rise to Separation Benefits Under This Plan A. If
a Participant’s employment is terminated for Cause, Disability (within the meaning of the Company’s
long-term disability plan applicable to the Participant), as a result of the Participant’s death,
or due to voluntary termination, such termination shall not be deemed to be a termination for a
reason specified in Section 4.2(a) of this Plan A and the Participant shall not be entitled to
Separation Benefits under this Plan A.



     4.3 Separation Benefits.



     (a) If a Participant’s employment is terminated under the circumstances set forth in Section
4.1 of this Plan A entitling such Participant to Separation Benefits, the Company shall pay or
provide, as the case may be, to such Participant the amounts and benefits set forth in items (i)
through (iii) below (the “Separation Benefits”):




          (i) the Company shall pay to the Participant the following amounts:




     (A) the Participant’s base salary through the Date of Termination to
the extent not theretofore paid, payable in a lump sum as soon as
practicable, but in no event later than the Company’s next scheduled
payroll date, following the Date of Termination; and




     (B) the product of (1) the actual annual bonus, if any, the
Participant would have received for the fiscal year during which the Date
of Termination occurs had such Participant remained employed through the
conclusion of such year (based on actual performance and determined by the
Company in its good faith discretion) and (2) a fraction, the numerator of
which is the number of days in such year



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through the Date of Termination, and the denominator of which is 365,
payable following the conclusion of such year but in no event more than
two-and-a-half months following such conclusion; and




     (C) an amount equal to the product of (1) the Multiple and (2) the
sum of (x) the Participant’s Annual Base Salary (or, if the Date of
Termination follows a Change of Control and the Participant’s base salary
was higher immediately prior to such Change of Control, such higher
salary) and (y) the Average Annual Bonus, such amounts to be paid ratably
in accordance with the Company’s regular payroll practices over a period
of years equal to the applicable Multiple;




     (ii) for a number of years after the Participant’s Date of Termination equal to the
Multiple, the Company shall cause the Company’s welfare plans to continue medical and dental
benefits to the Participant and/or the Participant’s family on the same terms applicable to
similarly situated active employees, with the Participant’s share of the premiums no greater
than that applicable to such similarly situated active employees; provided, however, that if
the Participant becomes reemployed with another employer and is eligible to receive medical
and/or dental benefits under another employer provided plan, the medical and/or dental
benefits, as applicable, described herein shall terminate; and, provided, further, that the
benefits provided hereunder shall be provided in such a manner that such benefits (and the
costs and premiums thereof) are excluded from the Participant’s income for federal income
tax purposes. Notwithstanding the foregoing, if the Company reasonably determines that
providing continued coverage under one or more of its welfare benefit plans contemplated
herein could adversely affect the tax treatment of other participants covered under such
plans, or would otherwise have adverse legal ramifications or adverse economic impact, the
Company may, in its discretion, provide other insurance coverage substantially similar in
the aggregate to the continued coverage otherwise required hereunder; and




     (iii) the Company shall, at its sole expense as incurred, provide the Participant with
outplacement services, the scope and provider of which shall be selected by the Company in
its sole discretion, provided that such outplacement benefits shall end not later than the
first anniversary of the Date of Termination.


Notwithstanding the preceding provisions of this Section 4.3, in the event that the applicable
Participant is a “specified employee” (within the meaning of Section 409A) (as determined in
accordance with the methodology established by the Company as in effect on the Date of Termination)
(a “Specified Employee”) on the Date of Termination, any amounts that would be payable within the
first six months following the Date of Termination pursuant to Section 4.3(a)(i)(C) of this Plan A
that exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) with respect to
such Participant shall be paid, with Interest from the date on which payment would otherwise have
been made, on the first business day of the first calendar month that begins after the six-month
anniversary of such Participant’s “separation from service” within the meaning of Section 409A of
the Code (the “Delayed Payment Date”); provided, however, that if such Participant who is a
Specified Employee is a Change of Control Participant (as defined in Plan B of this Program), all
amounts that would have been paid within the first six


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months following the Date of Termination pursuant to Section 4.3(a)(i)(C) of this Plan A shall be
paid, with Interest from the date on which payment would otherwise have been made, on the Delayed
Payment Date.




     (b) Reductions in Certain Instances.




     (i) The Separation Benefits provided under this Plan A shall be reduced (but not below
zero) by the amount of any severance or separation pay and benefits and/or salary-based
guaranteed compensation payments provided for under the terms of any other written
employment, change in control, severance, consulting or similar agreement (including an
offer letter) to which the applicable Participant and the Company (or an Affiliate thereof)
are party or any other severance plan, policy or arrangement in which the Participant
participates, or any statutory severance scheme applicable to the Participant, including,
without limitation, the Worker Adjustment and Retraining Notification Act of 1988 set forth
at 29 U.S.C. § 2101 et seq. or any similar state or local statute to the extent not
preempted by ERISA (collectively, “Severance Arrangements”). Nothing in this Plan A
shall be construed to provide separation pay or benefits that are duplicative of any
separation pay, which shall include the payment of salary-based guaranteed compensation, or
benefits provided to a Participant pursuant to any Severance Arrangement. Without limiting
the generality of the foregoing, if any federal, state or local law (to the extent not
preempted by ERISA), including without limitation, worker’s compensation laws (and excluding
applicable state or federal laws regarding jury duty or active military service) or any
Company policy, benefit or practice, including, without limitation, disability benefits or
vacation pay (excluding vacation accrued but unused prior to the Date of Termination) either
provides or requires the Company to provide a Participant with income in place of such
Participant’s salary or vacation pay accruing after the Date of Termination, then the
Separation Benefits to which the Participant would have been entitled under this Plan A
shall be reduced by the amount of such replacement pay or such post-Date of Termination
vacation pay received by the Participant. For clarity, the Company’s qualified and
non-qualified retirement plans are not considered Severance Arrangements for purposes of
this paragraph and amounts payable under this Plan A shall not be reduced pursuant to this
paragraph as a result of amounts payable under such qualified and non-qualified retirement
plans.




     (ii) The Company also reserves the right, subject to Section 409A of the Code, to
offset any separation pay or benefits under this Plan A by any advances, expenses, loans,
claims for damages or other monies (including any tax withholding due in respect of payments
hereunder or otherwise) the applicable Participant owes the Company or any of its Affiliates
(except for any personal or business loan for which the Participant may have contracted with
the Company or any of its Affiliates).




     (iii) In the event that any payment or benefit under this Plan A would be
non-deductible as a result of the application of Section 280G of the Code, such payment or
benefit shall be reduced to the maximum amount that may be paid or provided without any
payment or benefit to the applicable Participant being non-deductible as a result of the
application of Section 280G of the Code. Such reduction of the amounts payable hereunder,
if applicable, shall be made by reducing the payments and benefits under the



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following sections of this Plan A in the following order: (1) Section 4.3(a)(i)(C), (2)
Section 4.3(a)(ii), (3) Section 4.3(a)(iii), and (4) Section 4.3(a)(i)(B).




     (iv) If a Participant obtains employment within the Company or any of its Affiliates
following a termination entitling such Participant to Separation Benefits and prior to the
expiration of the number of weeks of such Separation Benefits, any Separation Benefits will
cease immediately.




     (v) Notwithstanding the provisions of any other section of this Plan A, Separation
Benefits may be discontinued if the applicable Participant is determined by the
Administrator (1) to have engaged in conduct at any time while employed by the Company that
would have provided a basis for a for-Cause termination, (2) to have violated any of the
representations or obligations undertaken by the Participant by executing such documents as
the Company may require pursuant to Section 4.1(c) of this Plan A in order for the
Participant to be eligible for Separation Benefits under this Plan A, or (3) to have engaged
in any conduct or act that was injurious, detrimental or prejudicial to the interest of the
Company. This paragraph shall have no application following a Change of Control.



     4.4 Vesting of Supplemental Retirement Plan Benefit. If a Participant who is not
fully vested in his or her benefit under the 2005 Supplemental Retirement Plan of General Mills,
Inc. and is at least a Senior Vice President whose employment is terminated under the circumstances
set forth in Section 4.1 of this Plan A, then any benefit accrued under the otherwise applicable
terms of the 2005 Supplemental Retirement Plan of General Mills, Inc. shall be fully vested as of
his or her Date of Termination, provided, however, that said Participant is at least 55 years old
on his or her Date of Termination. Solely for purposes of this Section 4.4 and for purposes of
determining if a Participant’s employment is terminated under the circumstances set forth in
Section 4.1, the definition of “Cause” at Section 2.5 of this Plan A shall be applied without
regard to subsection 2.5(c) thereof. This provision potentially operates to accelerate vesting but
does not impact the amount of one’s accrued benefit, when it is paid, or the payment form, all of
which are governed by the otherwise applicable terms of the 2005 Supplemental Retirement Plan of
General Mills, Inc.



ARTICLE V

ADMINISTRATION




     5.1 Benefits Unsecured. The separation pay and benefits and costs of this Plan A are
payable by the Company out of its general assets, with the exception of any portion of the premiums
or costs for continued benefit coverage for which Participants will be responsible. The right of a
Participant to receive payments or benefits under this Plan A shall be only that of an unsecured
creditor against the assets of the Company and payments and benefits under this Plan A shall be
made solely from the assets of the Company. No Participant shall have any right to any specific
assets of the Company by virtue of this Plan A.



     5.2 Administrator. The general administration of this Plan A and the responsibility
for carrying out its provisions shall be vested in the Administrator. The Company shall be the



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“Administrator” within the meaning of Section 3(16) of ERISA and shall have all the
responsibilities and duties contained therein. The Administrator shall have the authority to
appoint and delegate its responsibilities under this Plan A and to designate other persons to carry
out any of its responsibilities under this Plan A. The Administrator and/or its designee(s) shall
have such discretionary powers as are necessary or appropriate to discharge his, her or its duties,
including but not limited to, discretionary interpretation and construction of this Plan A, and the
determination of all questions of eligibility, participation and benefits and all other related or
incidental matters, provided that during the two-year period following a Change of Control (and
thereafter, to the extent the issue in question relates to a termination of employment during such
period), decisions of the Administrator shall be subject to de novo review in the courts. The
Administrator’s (and/or its designee’s) decision will be binding on the applicable Participant, the
Participant’s spouse or other dependent or beneficiary and all other interested parties, subject to
review or correction only to the extent that such a decision, determination or construction is
shown by clear and convincing evidence to be arbitrary and capricious, provided that during the
two-year period following a Change of Control (and thereafter, to the extent the issue in question
relates to a termination of employment during such period), decisions of the Administrator shall be
subject to de novo review in the courts. The Administrator and/or its designee may adopt rules and
regulations of uniform applicability in his/her interpretation and implementation of this Plan A.
In order for a Participant to be eligible for Separation Benefits, the Administrator and/or its
designee shall require each Participant to execute (and not revoke), such documents as the
Administrator and/or its designee may require pursuant to Section 4.1(c) of this Plan A and to
provide proof of any information that the Administrator finds necessary or desirable for the proper
administration of this Plan A.




     5.3 Claims Procedures. Any claim for benefits under this Plan A must be submitted in
writing to the Administrator. If a claim for benefits under this Plan A is denied in whole or in
part, the claimant (or his or her authorized representative) will be notified by the Administrator
within 90 days of the date the claim is delivered to the Administrator, unless special
circumstances require an extension of time for processing the claim, in which case the claimant
will be provided written notification, prior to the termination of the initial 90-day period, of
the special circumstances requiring an extension and the date (not to exceed a period of an
additional 90 days) by which the Administrator expects to render a final decision. The
notification will be written in understandable language and will state (a) specific reasons for
denial of the claim, (b) specific references to any provision of this Plan A on which the denial is
based, (c) a description (if appropriate) of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such material or information is
necessary, and (d) an explanation of this Plan A’s review procedure and the time limits applicable
to such procedures, including the claimant’s right to bring a civil action under section 502(a) of
ERISA following an adverse benefit determination on review. A claim that is not acted upon within
90 days may be deemed by the claimant to have been denied.



     5.4 Review of Claim Denials. Within 60 days after a claim has been denied, or deemed
denied, the claimant or his or her authorized representative may make a request for a full and fair
review by submitting to the Administrator a written statement (a) requesting a review of the denial
of the claim, (b) setting forth all of the grounds upon which the request for review is based and
any facts in support thereof, and (c) setting forth any issue or comments which the claimant deems
relevant to the claim. The claimant or his or her authorized representative, shall



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have, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to the claimant’s claim for benefits and may submit
comments, documents, records and other information relating to the claim in writing. The review
shall take into account all comments, documents, records and other information submitted by the
claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial benefit determination. The Administrator shall make a decision on review
within 60 days after the receipt of the claimant’s request for review, unless the Administrator
determines that special circumstances require an extension of time for processing a review is
required, in which case the claimant will be notified and a decision will be made within 120 days
of receipt of the request for review. If the Administrator determines that an extension of time is
required, written notice shall be furnished to the claimant prior to the termination of the initial
60-day period which shall indicate the special circumstances requiring the extension and the date
by which the Administrator expects to render a final decision. The decision will be in writing and
in understandable language. The decision shall set forth (i) specific reasons for the denial of the
claim, (ii) specific references to any plan provision on which the benefit determination is based,
(iii) a statement that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the
claimant’s claim for benefits, and (iv) a statement describing any voluntary appeal procedures
offered by this Plan A and the claimant’s right to obtain information about such procedures and a
statement of the claimant’s right to bring an action under section 502(a) of ERISA. The decision
of the Administrator on review shall be final and conclusive upon all persons unless it is shown by
clear and convincing evidence to be arbitrary and capricious. The claimant may pursue a grievance
in a federal court if he or she is improperly denied any right or remedy to which he or she is
entitled under the Claim Review Procedure. No legal action may be brought to recover benefits
allegedly due under this Plan A unless a claimant has exhausted the Claim Review Procedure set
forth in this Plan A; and in no event may a claimant commence such a legal action more than one
year from the date of the claim denial.




ARTICLE VI

MISCELLANEOUS




     6.1 Amendment and Termination. This Plan A may be terminated or amended in any
respect by resolution adopted by a majority of the Committee, provided that this Plan A may not be
terminated or amended in any manner which would adversely affect the rights or potential rights of
Participants if such action is taken in connection with, in anticipation of, during the six-month
period prior to, or during the two-year period following, a Change of Control. No amendment or
termination shall give the Company the right to recover any amount paid to a Participant prior to
the date of such action or to cause the reduction, cessation or discontinuance of Separation
Benefits to any person or persons under this Plan A already receiving or entitled to receive
separation pay or benefits under this Plan A. No vested rights are provided under this Plan A,
subject to Section 3.2 of this Plan A and to the Change of Control-related limitations set forth
above on amendments and terminations.



     6.2 Successors. This Plan A shall bind any successor of the Company, its assets or
its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in
the same manner and to the same extent that the Company would be obligated under this Plan A if no
succession had taken place. The Company will require any successor (whether direct or



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indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and to honor this Plan A in the same
manner and to the same extent that the Company would be required to honor it if no such succession
had taken place. The term “Company,” as used in this Plan A, shall mean the Company as
hereinbefore defined and any successor or assignee to the business or assets which by reason hereof
becomes bound by this Plan A.




     6.3 Compliance With Law. Notwithstanding anything else contained in this Plan A, the
Company shall not be required to make any payment or take any other action prohibited by law,
including, but not limited to, any regulation, directive, or order of federal or state regulatory
authorities.



     6.4 Employment Status. This Plan A does not constitute a contract of employment or
impose on any Participant, the Company, or any Affiliate of the Company any obligation to retain
any Participant as an employee.



     6.5 Benefits Not Assignable. Subject to Section 4.3 of this Plan A, payments and
benefits under this Plan A are not assignable or subject to alienation since they are not vested
and are solely for the support and maintenance of the applicable Participant. Likewise, such
payments and benefits shall not be subject to attachment by creditors or through legal process
against the Company, the Administrator or any Participant.



     6.6 Tax Withholding. The Company may withhold from any amounts payable under this
Plan A such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.



     6.7 Construction. The invalidity or unenforceability of any provision of this Plan A
shall not affect the validity or enforceability of any other provision of this Plan A, which shall
remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. The captions of
this Plan A are not part of the provisions hereof and shall have no force or effect.



     6.8 Governing Law. This Plan A is subject to ERISA, but is intended to qualify as a
plan which is unfunded and is maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees. To the extent not
superseded by federal law, this Plan A shall be governed by and construed in accordance with the
laws of the State of Minnesota, without reference to principles of conflict of laws.



     6.9 Section 409A. This Plan A is intended to comply with the requirements of Section
409A of the Code or an exemption or exclusion therefrom and shall in all respects be interpreted
and administered in accordance with Section 409A of the Code. If any provision of the Plan would
otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed
amended so as to avoid the conflict. Each payment under this Plan A shall be treated as a separate
payment for purposes of Section 409A of the Code. In no event may a Participant, directly or
indirectly, designate the calendar year of any payment to be made under this Plan A. All
reimbursements and in-kind benefits provided under this Plan A shall be made



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or provided in accordance with the requirements of Section 409A of the Code, including,
without limitation, that (i) in no event shall reimbursements by the Company under this Plan A be
made later than the end of the calendar year next following the calendar year in which the
applicable fees and expenses were incurred, provided, that the applicable Participant shall have
submitted an invoice for such fees and expenses at least 10 days before the end of the calendar
year next following the calendar year in which such fees and expenses were incurred; (ii) the
amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar
year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any
other calendar year; (iii) the applicable Participant’s right to have the Company pay or provide
such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit;
and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such
in-kind benefits apply later than the applicable Participant’s remaining lifetime (or if longer,
through the 20th anniversary of the Date of Termination).




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Appendix A of Plan A




     With respect to the Participants individually listed below, the applicable Multiple shall be
the Multiple set forth next to such Participant’s name. For other Participants, the applicable
Multiple shall be determined based on such Participant’s position immediately prior to the Date of
Termination, in accordance with the following table:



	 	 	 
	Position	 	Multiple
	 
	 	 
	Vice President
	 	1.0
	 
	 	 
	Senior Vice President
	 	1.5
	 
	 	 
	Executive Vice President and Above
	 	2.0






Notwithstanding the foregoing table, the Multiples for the following Participants shall be as set
forth below:



	 	 	 
	Participant 	 	Multiple
	 
	 	 
	 
	 	 





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Plan B




ARTICLE I

PURPOSE




          The Board has determined that it is in the best interests of
the Company and its shareholders
to assure that the Company will have the continued dedication of its senior executives,
notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of
the Company. The Board believes it is essential to diminish the inevitable distraction to its
senior executives by virtue of the personal uncertainties and risks created by a pending or
threatened Change of Control and to encourage its senior executives’ full attention and dedication
to the Company currently and in the event of any threatened or pending Change of Control, and to
provide its senior executives with compensation and benefit arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of its senior executives will be
satisfied and which are competitive with those of other corporations. This Plan B is intended to
serve the aforementioned purposes. The Company reserves the right to amend or terminate this Plan B
by action of the Committee (as defined below) in accordance with the amendment and termination
provisions set forth below.




ARTICLE II

DEFINITIONS




          As used in this Plan B, the following words and phrases shall have the following respective
meanings (unless the context clearly indicates otherwise):




     2.1 Affiliate. An Affiliate of the Company shall mean any company controlled by,
controlling, or under common control with, the Company.



     2.2 Annual Base Salary. With respect to a Change of Control Participant, twelve times
the higher of the monthly base salary paid or payable, including any base salary which has been
earned but deferred, to such Change of Control Participant by the Company and its Affiliates in
respect of the month immediately preceding the month in which (i) the Change of Control occurs or
(ii) such Change of Control Participant’s Date of Termination occurs.



     2.3 Average Annual Bonus. The average of the applicable Change of Control
Participant’s annual bonuses paid or payable under the Incentive Plan (including amounts earned but
deferred), for each of the last three full fiscal years (or such lesser number of years for which
such Change of Control Participant was employed by the Company) prior to the Change of Control
(annualized in the event that such Change of Control Participant was not employed by the Company
for the whole of any such fiscal year and not paid a full year’s bonus for such year). In the case
of a Change of Control Participant who has not yet received any bonuses, Average Annual Bonus shall
equal such Change of Control Participant’s target bonus, as calculated using a 1.50 corporate/unit
rating and the target individual rating at the Change of Control Participant’s level under the
Incentive Plan for the fiscal year during which occurs the Change of Control.



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     2.4 Change of Control. Any of the following events:



     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of 20% or more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the
Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation controlled by the Company;
or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Section 2.4; and provided, further, that if any
Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20%
as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently
acquires beneficial ownership of additional voting securities of the Company, such subsequent
acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the
Outstanding Company Voting Securities; or



     (b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or



     (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar transaction involving the Company or any of its subsidiaries, a sale or other disposition
of all or substantially all of the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any of its subsidiaries (each, a “Business Combination”);
excluding however such a Business Combination pursuant to which (i) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Voting Securities, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting



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from such Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board, providing for such
Business Combination; or




     (d) Approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.



     2.5 Change of Control Multiple. With respect to any Change of Control Participant,
such Change of Control Participant’s “Change of Control Multiple” shall be the number so designated
on Appendix A to this Plan B. A Change of Control Multiple may be either a whole number or a
fractional number.



     2.6 Change of Control Participant. Any employee of the Company and its Affiliates who
is designated by the Committee as a Change of Control Participant (all Change of Control
Participants are listed on Appendix A to this Plan B).



     2.7 Change of Control Separation Benefits. The amounts and benefits payable or
required to be provided in accordance with Section 4.3 of this Plan B.



     2.8 Code. The Internal Revenue Code of 1986, as amended from time to time.



     2.9 Committee. The Compensation Committee of the Board.



     2.10 Company. As defined in the preamble and in Section 6.1 of this Plan B.



     2.11 Date of Termination. If a Change of Control Participant’s employment is
terminated by the Company for Cause, or by the Change of Control Participant for Good Reason, the
Date of Termination shall be the date of receipt of the Notice of Termination (as described in
Section 4.2(c) of this Plan B) or any later date specified therein, as the case may be. If a
Change of Control Participant’s employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company notifies such Change of
Control Participant of such termination. If a Change of Control Participant’s employment is
terminated by the Change of Control Participant without Good Reason, the Date of Termination shall
be the date on which the Change of Control Participant notifies the Company of such termination. If
a Change of Control Participant’s employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of such Change of Control Participant or the
Disability Effective Date, as the case may be.



     2.12 Incentive Plan. The Company’s Executive Incentive Plan, or any predecessor or
successor plan.



     2.13 Interest. Interest on the applicable delayed payment equal to the “prime rate”
(as reported in the Wall Street Journal on the Date of Termination (or, if it is not reported on
such date, on the next following business day on which it is reported)) plus 1%, which interest
shall be



-16-









 




calculated on the basis of a 365-day year and the actual number of days elapsed from and
including the Date of Termination through, but excluding, the date of payment.




     2.14 Section 409A. Section 409A of the Code.



     2.15 Section 409A Change of Control. Section 409A Change of Control means a Change of
Control that also constitutes a “change in the ownership or effective control” of the Company or “a
change in the ownership of a substantial portion of the assets” of the Company (each as defined in
Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder as in effect from time to
time).



     2.16 Specified Employee. A Change of Control Participant who is a “specified
employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), as determined in accordance
with the methodology established by the Company as in effect on the Date of Termination of such
Change of Control Participant.



ARTICLE III

ELIGIBILITY




     3.1 Participation. Any individual who is listed on Appendix A of this Plan B shall be
a Change of Control Participant in this Plan B. Appendix A of this Plan B may be amended by the
Committee by adding or removing Change of Control Participants or by modifying Change of Control
Multiples, provided that no Change of Control Participant may be so removed nor may any Change of
Control Multiple be so reduced (a) in connection with or in anticipation of a Change of Control or
during the two-year period following a Change of Control or (b) subject to Section 3.2(b) of this
Plan B, without providing the applicable Change of Control Participant at least one year’s notice
of such removal or reduction.



     3.2 Duration of Participation. A Change of Control Participant shall cease to be a
Change of Control Participant in this Plan B if (a) such Change of Control Participant is removed
from Appendix A of this Plan B as permitted by Section 3.1 of this Plan B or (b) such Change of
Control Participant ceases to be employed by the Company and its Affiliates under circumstances not
entitling such Change of Control Participant to Change of Control Separation Benefits.



     3.3 No Termination of Participation Following Termination Entitling Change of Control
Participant to Benefits Under Plan. Notwithstanding Sections 3.1 and 3.2 of this Plan B, a
Change of Control Participant who is entitled, as a result of a cessation of employment while a
Change of Control Participant, to receive benefits under this Plan B shall remain a Change of
Control Participant in this Plan B (and shall not be subject to a reduction of such Change of
Control Participant’s Change of Control Multiple) until the amounts and benefits payable under this
Plan B have been paid or provided to such Change of Control Participant in full.



ARTICLE IV

SEPARATION BENEFITS




     4.1 Right to Change of Control Separation Benefits. A Change of Control Participant
shall be entitled to receive from the Company the Change of Control Separation Benefits as



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provided in Section 4.3 of this Plan B if such Change of Control Participant’s employment with
the Company and its Affiliates has been terminated for any reason specified in Section 4.2(a) of
this Plan B, and such termination occurred either (a) after a Change of Control and on or before
the second anniversary thereof or (b) at the request of a third party who had taken steps
reasonably calculated to effect a Change of Control or in connection with or anticipation of a
Change of Control (a termination of employment described in this Section 4.1(b), an
“Anticipatory Termination”).




     4.2 Termination of Employment.



     (a) Terminations Which Give Rise to Change of Control Separation Benefits Under This
Plan. Any termination under the following circumstances shall be deemed to be a termination
for a reason specified in this Section 4.2(a):




     (i) any involuntary termination of employment of a Change of Control Participant
initiated by the Company and its Affiliates (excluding any transfer to the Company or an
Affiliate thereof) other than for Cause or Disability; or




     (ii) any termination of employment by a Change of Control Participant for Good Reason.
For purposes of this Plan B, “Good Reason” shall mean:




     (A) the assignment to the applicable Change of Control Participant of
any duties inconsistent in any material respect with such Change of
Control Participant’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities, as in
effect prior to the Change of Control (measured by reference to the most
significant of those held, exercised, and assigned during the 180-day
period immediately preceding the Change of Control), or any other action
which results in a material diminution in such position, authority, duties
or responsibilities (whether or not occurring solely as a result of the
Company’s ceasing to be a publicly traded entity), excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof given by such Change of Control Participant;




     (B) a decrease in the applicable Change of Control Participant’s base
salary below the base salary in effect immediately prior to the Change of
Control;




     (C) a failure, for any fiscal year, to provide the applicable Change
of Control Participant (no later than two and a half months following such
fiscal year, subject to any deferral elected by the Change of Control
Participant on terms compliant with Section 409A) with an annual bonus at
least equal to the Average Annual Bonus, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which
is remedied promptly after receipt of notice thereof given by the Change
of Control Participant;



-18-









 






     (D) a decrease in the aggregate long-term incentive opportunities
(including equity- and cash-based programs) below the greatest of those
provided to the applicable Change of Control Participant under the
programs in which such Change of Control Participant participated any time
during the 180-day period immediately preceding the Change of Control;




     (E) the Company’s requiring the applicable Change of Control
Participant to be based at any office or location 50 or more miles from
the location where such Change of Control Participant was employed
immediately preceding the Change of Control or the Company’s requiring the
applicable Change of Control Participant to travel on Company business to
a substantially greater extent than required immediately prior to the
Change of Control; or




     (F) any failure by the Company to comply with and satisfy Section 6.1
of this Plan B.


For purposes of this Section 4.2(a) of this Plan B, (x) a Change of Control Participant’s ability
to terminate employment for Good Reason shall be conditioned on the Change of Control Participant
providing notice of the event or action giving rise to the right to terminate for Good Reason
within 30 days of becoming aware of such event or action and the Company’s failing to cure such
event or action, if curable, within 30 days of receipt of such notice, (y) any good faith
determination of “Good Reason” made by the Change of Control Participant shall be conclusive, and
(z) a Change of Control Participant’s mental or physical incapacity following the occurrence of an
event described above in clauses (A) through (F) of Section 4.2(a)(ii) shall not affect such Change
of Control Participant’s ability to terminate employment for Good Reason. The Company and the
applicable Change of Control Participant shall take all steps necessary (including with regard to
any post-termination services by such Change of Control Participant) to ensure that any termination
described in this Section 4.2(a) constitutes a “separation from service” within the meaning of
Section 409A.




     (b) Terminations Which Do Not Give Rise to Change of Control Separation Benefits Under
This Plan. If a Change of Control Participant’s employment is terminated for Cause or
Disability (as those terms are defined below), as a result of the Change of Control Participant’s
death, or due to voluntary termination other than for Good Reason, such termination shall not be
deemed to be a termination for a reason specified in Section 4.2(a) of this Plan B and the Change
of Control Participant shall not be entitled to Change of Control Separation Benefits under this
Plan B, regardless of the occurrence of a Change of Control; provided, however, that in the event
of any such termination during the two-year period following a Change of Control, the Change of
Control Participant (or the Change of Control Participant’s estate, as applicable) shall be
entitled to receive Accrued Obligations (except that in the event of a termination by the Company
for Cause or by the Change of Control Participant without Good Reason, Accrued Obligations shall
not for purposes of this sentence include the amount described in Section 4.3(a)(i)(A)(2) of this
Plan B), provided that in the event that the Change of Control Participant is a Specified Employee
and the termination is due to the Change of Control Participant’s Disability, the portion of
Accrued Obligations described in Section 4.3(a)(i)(A)(2) of this Plan B



-19-









 




shall be paid, with Interest from the Date of Termination, on the first business day after the
date that is six months following such Change of Control Participant’s “separation from service”
within the meaning of Section 409A of the Code. In addition, in the event of such a termination
that is due to death or Disability, the applicable Change of Control Participant (or such Change of
Control Participant’s estate and/or beneficiaries, as applicable) shall be entitled to receive
death or disability benefits, as applicable, at least equal to the most favorable benefits provided
by the Company and its Affiliates under such plans, programs, practices and policies relating to
death or disability benefits, as applicable, as in effect with respect to other peer executives and
their beneficiaries at any time during the 180-day period immediately preceding the Change of
Control or, if more favorable to the applicable Change of Control Participant (or such Change of
Control Participant’s estate and/or beneficiaries, as applicable), as in effect on the date of the
Change of Control Participant’s death or disability with respect to other peer executives of the
Company and its Affiliates and their beneficiaries.





     (i) A termination for “Disability” shall have occurred where the applicable
Change of Control Participant is absent from such Change of Control Participant’s duties
with the Company and its Affiliates on a full-time basis for 180 consecutive business days
as a result of incapacity due to mental or physical illness which is determined to be total
and permanent by a physician selected by the Company or its insurers and acceptable to such
Change of Control Participant or such Change of Control Participant’s legal representative.
In such event, such Change of Control Participant’s employment with the Company and its
Affiliates shall terminate effective on the 30th day (the “Disability Effective
Date”) after receipt of the applicable Notice of Termination (as defined in Section
4.2(c) of this Plan B) by the Change of Control Participant, provided that, within the 30
days after such receipt, the Change of Control Participant shall not have returned to
full-time performance of the Change of Control Participant’s duties.




     (ii) A termination for “Cause” shall have occurred where the applicable Change
of Control Participant is terminated because of:




     (A) the willful and continued failure of the Change of Control
Participant to perform substantially the Change of Control Participant’s
duties with the Company and its Affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the Change of
Control Participant by the Board or the Chief Executive Officer of the
Company which specifically identifies the manner in which the Board or the
Chief Executive Officer believes that the Change of Control Participant
has not substantially performed the Change of Control Participant’s
duties, or




     (B) the Change of Control Participant’s conviction of, or plea of
guilty or no contest to, a felony, or




     (C) the Change of Control Participant’s misappropriation or theft of
Company assets, or



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     (D) the willful engaging by the Change of Control Participant in
illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company.


For purposes of this Section 4.2(b)(ii), no act or failure to act, on the part of the Change of
Control Participant, shall be considered “willful” unless it is done, or omitted to be done, by the
Change of Control Participant in bad faith or without reasonable belief that the Change of Control
Participant’s action or omission was in the best interests of the Company. Any act, or failure to
act, based upon authority (A) given pursuant to a resolution duly adopted by the Board, or if the
Company is not the ultimate parent corporation of the Company and its Affiliates and is not
publicly traded, the board of directors of the ultimate parent of the Company (the “Applicable
Board”), (B) except with respect to an act or failure to act of the Chief Executive Officer,
upon the instructions of the Chief Executive Officer of the Company or a senior officer of the
Company who is senior to the applicable Change of Control Participant, or (C) based upon the advice
of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by
the Change of Control Participant in good faith and in the best interests of the Company. The
cessation of employment of the Change of Control Participant shall not be deemed to be for Cause
unless and until there shall have been delivered to the Change of Control Participant a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of the members of the
Applicable Board who are not officers or employees of the Company at a meeting of the Applicable
Board called and held for such purpose (after reasonable notice is provided to the Change of
Control Participant and the Change of Control Participant is given an opportunity, together with
counsel for the Change of Control Participant, to be heard before the Applicable Board), finding
that, in the good faith opinion of the board, the Change of Control Participant is guilty of the
conduct described in this Section 4.2(b)(ii), and specifying the particulars thereof in detail.




     (c) Notice of Termination. Any termination by the Company for Cause or Disability, or
by a Change of Control Participant for Good Reason, shall be communicated by a Notice of
Termination to the other party. For purposes of this Plan B, a “Notice of Termination”
means a written notice which (i) indicates the specific termination provision in this Plan B relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Change of Control Participant’s employment under
the provision so indicated and (iii) if the Date of Termination is other than the date of receipt
of such notice, specifies the termination date (which date shall be not more than 30 days after the
giving of such notice (except in the case of a termination due to Disability, in which case such
date shall be the Disability Effective Date)). The failure by the Change of Control Participant or
the Company to set forth in the Notice of Termination any fact or circumstance which contributes to
a showing of Good Reason, Cause, or Disability shall not waive any right of the Change of Control
Participant or the Company, respectively, hereunder or preclude the Change of Control Participant
or the Company, respectively, from asserting such fact or circumstance in enforcing the Change of
Control Participant’s or the Company’s rights hereunder.



     4.3 Change of Control Separation Benefits.



     (a) If a Change of Control Participant’s employment is terminated under the circumstances set
forth in Section 4.1 of this Plan B entitling such Change of Control Participant



-21-









 




to Change of Control Separation Benefits, the Company shall pay or provide, as the case may
be, to such Change of Control Participant the amounts and benefits set forth in items (i) through
(iv) below (the “Change of Control Separation Benefits”):





     (i) the Company shall pay to the Change of Control Participant in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following amounts:




     (A) the sum of (1) the Change of Control Participant’s base salary
through the Date of Termination to the extent not theretofore paid, and
(2) the product of (x) the higher of (A) the Average Annual Bonus and (B)
the Change of Control Participant’s annual bonus for the last fiscal year
(such higher amount being referred to as the “Higher Annual
Bonus”) and (y) a fraction, the numerator of which is the number of
days in the current fiscal year through the Date of Termination, and the
denominator of which is 365 (the amounts described in this Section
4.3(a)(i)(A), the “Accrued Obligations”); and




     (B) the amount equal to the product of (1) the Change of Control
Multiple and (2) the sum of (x) the Change of Control Participant’s Annual
Base Salary and (y) the Higher Annual Bonus;




     (ii) for a number of years after the Change of Control Participant’s Date of
Termination equal to the Change of Control Multiple, or such longer period as may be
provided by the terms of the appropriate plan, program, practice or policy, the Company
shall cause its applicable welfare plans to continue medical and dental benefits to the
Change of Control Participant and/or the Change of Control Participant’s family at least
equal to those which would have been provided to them in accordance with the plans,
programs, practices and policies, as in effect immediately prior to the Change of Control,
or if more favorable to the Change of Control Participant, as in effect immediately before
the Date of Termination; provided, however, that if the Change of Control Participant
becomes reemployed with another employer and is eligible to receive medical and/or dental
benefits under another employer provided plan, the medical and/or dental benefits, as
applicable, described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility; and, provided, further, that the benefits
provided hereunder shall be provided in such a manner that such benefits (and the costs and
premiums thereof) are excluded from the Change of Control Participant’s income for federal
income tax purposes. Notwithstanding the foregoing, if the Company reasonably determines
that providing continued coverage under one or more of its welfare benefit plans
contemplated herein could adversely affect the tax treatment of other participants covered
under such plans, or would otherwise have adverse legal ramifications or adverse economic
impact, the Company may, in its discretion, provide other insurance coverage substantially
similar in the aggregate to the continued coverage otherwise required hereunder.




     (iii) the Company shall, at its sole expense as incurred, provide the Change of Control
Participant with reasonable outplacement services, the terms, scope and provider



-22-









 






of which shall be selected by the Change of Control Participant in the Change of
Control Participant’s sole discretion, provided that such outplacement benefits shall end
not later than the last day of the second calendar year that begins after the Date of
Termination, and the Company shall pay the full cost of such services up to but not
exceeding the amount set forth on Appendix A of this Plan B with respect to the applicable
Change of Control Participant; and




     (iv) to the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Change of Control Participant any Other Benefits.


Notwithstanding the preceding provisions of this Section 4.3(a), in the event that the Change of
Control Participant is a Specified Employee, amounts to be paid pursuant to Sections
4.3(a)(i)(A)(2) and 4.3(a)(ii) of this Plan B shall be paid, with Interest from the Date of
Termination, on the first business day (the “Delayed Payment Date”) after the date that is
six months following such Change of Control Participant’s “separation from service” within the
meaning of Section 409A.




     (b) Notwithstanding the preceding provisions of this Section 4.3, in the event the applicable
Change of Control is not a Section 409A Change of Control, the payments under Section 4.3(a)(i)(B)
of this Plan B shall be paid as follows: (i) the amount of such payments that would have been paid
under Plan A of this Program upon a termination described in Section 4.2(a) thereof shall be paid
in installments on the same payment schedule as would have applied under Plan A of this Program
upon such a termination, and (ii) any additional amounts due under Section 4.3(a)(i)(B) of this
Plan B shall be paid in a lump sum in accordance with the provisions of Section 4.3(a)(i)(B) of
this Plan B (subject to the delay required by the final paragraph of Section 4.3(a), if
applicable).



     4.4 Certain Additional Payments by the Company.



     (a) Anything in this Plan B to the contrary notwithstanding and except as set forth below, in
the event it shall be determined that that any Payment would be subject to the Excise Tax, then the
applicable Change of Control Participant shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Change of Control
Participant of all taxes (including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes
and penalties imposed pursuant to Section 409A of the Code, the Change of Control Participant
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 4.4(a), if it shall be determined that the
Change of Control Participant is entitled to the Gross-Up Payment, but that the Parachute Value of
all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made
to the Change of Control Participant and the amounts payable under this Plan B shall be reduced so
that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The
reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments
and benefits under the following sections of this Plan B in the following order: (i) Section
4.3(a)(i)(B), (ii) Section 4.3(a)(ii), (iii) Section 4.3(a)(iii), and (iv) Section 4.3(a)(i)(A)(2).
For purposes of reducing the Payments to the Safe Harbor Amount,



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only amounts payable under this Plan B (and no other Payments) shall be reduced. If the
reduction of the amount payable under this Plan B would not result in a reduction of the Parachute
Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be
reduced pursuant to this Section 4.4(a). The Company’s obligation to make Gross-Up Payments under
this Section 4.4 shall not be conditioned upon the Change of Control Participant’s termination of
employment.




     (b) Subject to the provisions of Section 4.4(c) of this Plan B, all determinations required to
be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Ernst & Young (the “Accounting Firm”). The Accounting Firm
shall provide detailed supporting calculations both to the Company and the Change of Control
Participant within 15 business days of the receipt of notice from the Change of Control Participant
that there has been a Payment, or such earlier time as is requested by the Company. In the event
that (i) the Accounting Firm is serving as accountant or auditor for the individual, entity or
group effecting the Change of Control or (ii) the Accounting Firm is otherwise unable or unwilling
to make the determinations required to be made under this Section 4.4, the Company shall appoint
another nationally recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses
of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting
Firm shall be binding upon the Company and the Change of Control Participant. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been
made by the Company should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Company exhausts its remedies
pursuant to Section 4.4(c) of this Plan B and the Change of Control Participant thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to
or for the benefit of the Change of Control Participant.



     (c) The Change of Control Participant shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the Company of the
Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten
business days after the Change of Control Participant is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which such claim is requested
to be paid. The Change of Control Participant shall not pay such claim prior to the expiration of
the 30-day period following the date on which he or she gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such claim is due). If
the Company notifies the Change of Control Participant in writing prior to the expiration of such
period that it desires to contest such claim, the Change of Control Participant shall: (i) give the
Company any information reasonably requested by the Company relating to such claim, (ii) take such
action in connection with contesting such claim as the Company shall reasonably request in writing
from time to time, including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in
good faith in order to effectively contest such claim, and (iv) permit the Company to participate
in any proceedings relating to such claim;



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provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and shall
indemnify and hold the Change of Control Participant harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a
result of such representation and payment of costs and expenses. Without limitation of the
foregoing provisions of this Section 4.4(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the applicable taxing authority
in respect of such claim and may, at its sole discretion, either pay the tax claimed to the
appropriate taxing authority on behalf of the Change of Control Participant and direct the Change
of Control Participant to sue for a refund or contest the claim in any permissible manner, and the
Change of Control Participant will prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that, if the Company pays such claim and directs
the Change of Control Participant to sue for a refund, the Company shall indemnify and hold the
Change of Control Participant harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with respect to any
imputed income in connection with such payment; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the Change of Control
Participant with respect to which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Company’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and the Change of
Control Participant shall be entitled to settle or contest, as the case may be, any other issue
raised by the Internal Revenue Service or any other taxing authority.




     (d) If, after the receipt by the Change of Control Participant of a Gross-Up Payment or
payment by the Company of an amount on the Change of Control Participant’s behalf pursuant to
Section 4.4(c) of this Plan B, the Change of Control Participant becomes entitled to receive any
refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to
such claim, the Change of Control Participant shall (subject to the Company’s complying with the
requirements of Section 4.4(c) of this Plan B, if applicable) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after taxes applicable
thereto). If, after payment by the Company of an amount on the Change of Control Participant’s
behalf pursuant to Section 4.4(c), a determination is made that the Change of Control Participant
shall not be entitled to any refund with respect to such claim and the Company does not notify the
Change of Control Participant in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.



     (e) Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the
Company within five days of the receipt of the Accounting Firm’s determination; provided, however,
that (i) the Company may, in its sole discretion, withhold and pay over to the Internal Revenue
Service or any other applicable taxing authority, for the benefit of the Change of Control
Participant, all or any portion of any Gross-Up Payment, and the Change of Control Participant
hereby consents to such withholding, and (ii) the Gross-Up Payment shall be made by the end of the
Change of Control Participant’s taxable year next following the Change of Control



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Participant’s taxable year in which the related taxes (and any interest or penalties imposed
with respect to such taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax are remitted to the Internal Revenue Service
or any other applicable taxing authority or, in the case of amounts relating to a claim described
in Section 4.4(c) of this Plan B that does not result in the remittance of any federal, state,
local and foreign income, excise, social security and other taxes, the calendar year next following
the calendar year in which the claim is finally settled or otherwise resolved.




     (f) Definitions. The following terms shall have the following meanings for purposes
of this Section 4.4.




     (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.




     (ii) “Parachute Value” of a Payment shall mean the present value as of the date
of the change of control for purposes of Section 280G of the Code of the portion of such
Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by
the Accounting Firm for purposes of determining whether and to what extent the Excise Tax
will apply to such Payment.




     (iii) A “Payment” shall mean any payment or distribution in the nature of
compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of
the applicable Change of Control Participant, whether paid or payable pursuant to this Plan
B or otherwise.




     (iv) The “Safe Harbor Amount” means 2.99 times the applicable Change of Control
Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.



     4.5 Funding in Certain Circumstances. The Company has established a Supplemental
Benefits Trust with Wells Fargo Bank Minnesota, N.A. as trustee to hold assets of the Company under
certain circumstances as a reserve for the discharge of the Company’s obligations under this Plan B
and certain plans of deferred compensation of the Company. In the event of a termination entitling
a Change of Control Participant to Change of Control Separation Benefits hereunder, the Company
shall be obligated to immediately contribute such amounts to such trust as may be necessary to
fully fund all benefits that may become due to such Change of Control Participant under this
Article IV (except under Section 4.3(a)(ii) of this Plan B). All assets held in such trust shall
remain subject only to the claims of the Company’s general creditors whose claims against the
Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are
defined in the applicable trust agreement). Change of Control Participants do not have any
preferred claim on, or beneficial ownership interest in, any assets of the trust before the assets
are paid to them and all rights created under the trust, as under this Plan B, are unsecured
contractual claims of Change of Control Participants against the Company. In the event the funding
of the trust described in this paragraph does not occur, upon written demand by the applicable
Change of Control Participant given at any time after the Date of Termination, the Company shall
deposit in trust with an institutional trustee designated by the Change of Control Participant in
such demand amounts which may become payable to the



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Change of Control Participant pursuant to this Article IV (except under Section 4.3(a)(ii) of
this Plan B) with irrevocable instructions to pay amounts to the Change of Control Participant when
due in accordance with the terms of this Plan B. All fees, expenses and other charges of any
trustee of a trust described in this paragraph shall be paid by the Company. The trustee of any
trust described in this paragraph shall be entitled to rely conclusively on the Change of Control
Participant’s written statement as to the fact that payments are due under this Plan B and the
amount of such payments. Notwithstanding any other provision of this paragraph, (x) no trust shall
be funded pursuant to this paragraph if the funding thereof would result in taxable income to any
Change of Control Participant by reason of Section 409A(b) of the Code, and (y) in no event shall
any assets of the trust contemplated by this paragraph at any time be located or transferred
(within the meaning of Section 409A(b) of the Code) outside of the United States.



     4.6 Payment Obligations Absolute. Upon a Change of Control, subject to Section 4.4(a)
of this Plan B, the obligations of the Company to pay or provide the Change of Control Separation
Benefits described in Section 4.3 of this Plan B shall be absolute and unconditional and shall not
be affected by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company and its Affiliates may have against any Change
of Control Participant. In no event shall a Change of Control Participant be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to a Change
of Control Participant under any of the provisions of this Plan B, nor shall the amount of any
payment under this Plan B be reduced by any compensation earned by a Change of Control Participant
as a result of employment by another employer. Nothing in this Plan B shall prevent or limit a
Change of Control Participant’s continuing or future participation in any plan, program, policy or
practice provided by the Company and its Affiliates and for which the Change of Control Participant
may qualify, nor shall anything herein limit or otherwise affect such rights as the Change of
Control Participant may have under any contract or agreement with the Company and its Affiliates.
Amounts which are vested benefits or which a Change of Control Participant is otherwise entitled to
receive under any plan, policy, practice or program of or any contract or agreement with the
Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement except as
explicitly modified by this Plan B. Without limiting the generality of the foregoing, a Change of
Control Participant’s resignation under this Plan B with or without Good Reason, shall in no way
affect such Change of Control Participant’s ability to terminate employment by reason of such
Change of Control Participant’s “retirement” under any compensation and benefits plans, programs or
arrangements of the Company and its Affiliates, including without limitation any retirement or
pension plans or arrangements or to be eligible to receive benefits under any compensation or
benefit plans, programs or arrangements of the Company and its Affiliates or substitute plans
adopted by the Company or its successors, and any termination which otherwise qualifies as Good
Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan.
Notwithstanding the foregoing, if a Change of Control Participant receives payments and benefits
pursuant to Section 4.3(a) of this Plan B, such Change of Control Participant shall not be entitled
to any severance pay or benefits under any severance plan, program or policy of the Company and its
Affiliates (including Plan A of this Program), unless otherwise specifically provided therein in a
specific reference to this Plan B.



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     4.7 Vesting of Supplemental Retirement Plan Benefit. If a Change of Control
Participant’s employment is terminated under the circumstances set forth in Section 4.1 of this
Plan B, any benefit accrued under the otherwise applicable terms of the 2005 Supplemental
Retirement Plan of General Mills, Inc. shall be fully vested and nonforfeitable as of his or her
Date of Termination, provided, however, that said Participant is not fully vested in his or her
accrued benefit under the terms of the 2005 Supplemental Retirement Plan of General Mills, Inc., is
at least a Senior Vice President, and is at least 55 years old on his or her Date of Termination.
This provision potentially operates to accelerate vesting but does not impact the amount of one’s
accrued benefit, when it is paid, or the payment form, all of which are governed by the otherwise
applicable terms of the 2005 Supplemental Retirement Plan of General Mills, Inc.



ARTICLE V

CONFIDENTIALITY AND NON-COMPETITION




     5.1 Confidentiality. As a condition of participation in this Plan B, all Change of
Control Participants agree to abide by the provisions of this Section 5.1. Each Change of Control
Participant will hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of its Affiliates, and
their respective businesses, which shall have been obtained by the Change of Control Participant
during the Change of Control Participant’s employment by the Company or any of its Affiliates and
which shall not be or become public knowledge (other than by acts by the Change of Control
Participant or representatives of the Change of Control Participant in violation of this
paragraph). After termination of the Change of Control Participant’s employment with the Company,
the Change of Control Participant shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.



     5.2 Non-Competition. As a condition of participation in this Plan B, all Change of
Control Participants agree (and, at the request of the Company, shall enter into a separate written
agreement) to abide by the provisions of this Section 5.2 in the event of a termination of
employment entitling such Change of Control Participant to Change of Control Separation Benefits.
During the one-year period immediately following any termination of employment which entitles a
Change of Control Participant to Change of Control Separation Benefits hereunder, such Change of
Control Participant shall not enter into Competition with the Company. For purposes of this
Section, “Competition” means (i) participating, directly or indirectly, as an individual
proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender,
consultant or in any capacity whatsoever (within the United States of America) in a business in
competition with any business conducted by the Company or any of its Affiliates, with regard to
which the Change of Control Participant worked or otherwise had non-incidental responsibilities or
had access to non-incidental confidential information, while employed by the Company or any of its
Affiliates; provided, however, that such participation shall not include: (x) the mere ownership of
not more than 1% of the total outstanding stock of a publicly held company; (y) the performance of
services for any enterprise to the extent such services are not performed, directly or indirectly,
for, or with regard to, a business unit of the enterprise in the aforesaid competition; or (z) any
activity engaged in with the prior written approval of the Company; or (ii) directly or indirectly,
recruiting, soliciting or inducing, of any



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employee or employees of the Company or any of its Affiliates to terminate their employment
with, or otherwise cease their relationship with, the Company or any of its Affiliates or hiring or
assisting another person or entity to hire any employee of the Company or any of its Affiliates.
If any restriction set forth with regard to Competition is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of time or over too great
a range of activities or in too broad a geographic area, it shall be interpreted to extend over the
maximum period of time, range of activities or geographic area as to which it may be enforceable.




     5.3 No Offset. The Company may require that a Change of Control Participant affirm
the requirements of this Article V in connection with receipt of Change of Control Separation
Benefits hereunder, provided that in no event shall an asserted violation of the provisions of this
Article V constitute a basis for deferring or withholding any amounts otherwise payable to a Change
of Control Participant under this Plan B.



ARTICLE VI

MISCELLANEOUS




     6.1 Successors. This Plan shall bind any successor of the Company, its assets or its
businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the
same manner and to the same extent that the Company would be obligated under this Plan B if no
succession had taken place. The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to assume expressly and to honor this Plan B in the same manner and to the
same extent that the Company would be required to honor it if no such succession had taken place.
The term “Company,” as used in this Plan B, shall mean the Company as hereinbefore defined and any
successor or assignee to the business or assets which by reason hereof becomes bound by this Plan
B.



     6.2 Amendment and Termination. The Plan may be terminated or amended in any respect
by resolution adopted by the Committee, provided, that this Plan B may not, without the consent of
all Change of Control Participants, be terminated or amended in any manner which would adversely
affect the rights or potential rights of Change of Control Participants unless (i) such termination
or amendment takes effect only upon the first anniversary of its adoption (and becomes null and
void in the event of a Change of Control prior to such first anniversary) and (ii) such termination
or amendment is not adopted in connection with, in anticipation of, during the six-month period
prior to, or during the two-year period (or such longer period as is necessary to ensure that all
potential obligations under this Plan B have been satisfied) following a Change of Control.



     6.3 Legal Fees. The Company agrees to pay as incurred (within 10 days following the
Company’s receipt of an invoice from the applicable Change of Control Participant), at any time
from the date of a Change of Control through such Change of Control Participant’s remaining
lifetime (or, if longer, through the 20th anniversary of the Change of Control), to the
full extent permitted by law, all legal fees and expenses which a Change of Control Participant may
reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company,
such Change of Control Participant or others of the validity or enforceability of, or



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liability under, any provision of this Plan B or any guarantee of performance thereof
(including as a result of any contest by the Change of Control Participant about the amount of any
payment pursuant to this Plan B), plus in each case Interest on any delayed payment; provided,
however, that in connection with a contest initiated by a Change of Control Participant related to
an Anticipatory Termination, if a Change of Control has not occurred during the pendency of such
contest relating to an Anticipatory Termination (and unless and until such time as a Change of
Control does occur during the 12 months following the date of such Anticipatory Termination), the
Company shall not pay such legal fees and expenses as incurred, but shall reimburse the Change of
Control Participant for such legal fees and expenses within 30 days following the final resolution
of such contest if the Executive substantially prevails in such contest. In order to comply with
Section 409A, in no event shall payments by the Company under this Section 6.3 be made later than
the end of the calendar year next following the calendar year in which the applicable fees and
expenses were incurred (or, in connection with a contest related to an Anticipatory Termination
where such fees are reimbursable due to the resolution of such contest, following the calendar year
in which such contest is finally resolved), provided that the applicable Change of Control
Participant shall have submitted an invoice for such fees and expenses at least 10 days before the
end of the calendar year next following the calendar year in which such fees and expenses were
incurred (or, in connection with a contest related to an Anticipatory Termination where such fees
are reimbursable due to the resolution of such contest, following the calendar year in which such
contest is finally resolved). The amount of such legal fees and expenses that the Company is
obligated to pay in any given calendar year shall not affect the legal fees and expenses that the
Company is obligated to pay in any other calendar year, and a Change of Control Participant’s right
to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any
other benefit.




     6.4 Compliance With Law. Notwithstanding anything else contained herein, the Company
shall not be required to make any payment or take any other action prohibited by law, including,
but not limited to, any regulation, directive, or order of federal or state regulatory authorities.



     6.5 Notices. If notice is to be provided to the Company pursuant to the terms of this
Plan B, such notice shall be delivered to the Senior Vice President of Human Resources, or if
otherwise designated, the senior human resources officer of the Company.



     6.6 Employment Status. This Plan does not constitute a contract of employment or
impose on any Change of Control Participant, the Company, or any Affiliate of the Company any
obligation to retain any Change of Control Participant as an employee.



     6.7 Tax Withholding. The Company may withhold from any amounts payable under this
Plan B such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.



     6.8 Construction. The invalidity or unenforceability of any provision of this Plan B
shall not affect the validity or enforceability of any other provision of this Plan B, which shall
remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. The captions of
this Plan B are not part of the provisions hereof and shall have no force or effect. Neither a



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Change of Control Participant’s nor the Company’s failure to insist upon strict compliance
with any provision of this Plan B or the failure to assert any right a Change of Control
Participant or the Company may have hereunder, including, without limitation, the right of the
Change of Control Participant to terminate employment for Good Reason, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this Plan B.




     6.9 Governing Law. This Plan B is not subject to ERISA. This Plan B shall be
governed by and construed in accordance with the laws of the State of Minnesota, without reference
to principles of conflict of laws.



     6.10 Section 409A. This Plan B is intended to comply with the requirements of Section
409A of the Code or an exemption or exclusion therefrom and shall in all respects be interpreted
and administered in accordance with Section 409A of the Code. If any provision of the Plan would
otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed
amended so as to avoid the conflict. Each payment under this Plan B shall be treated as a separate
payment for purposes of Section 409A of the Code. In no event may a Participant, directly or
indirectly, designate the calendar year of any payment to be made under this Plan B. All
reimbursements and in-kind benefits provided under this Plan B shall be made or provided in
accordance with the requirements of Section 409A of the Code, including, without limitation, that
(i) in no event shall reimbursements by the Company under this Plan B be made later than the end of
the calendar year next following the calendar year in which the applicable fees and expenses were
incurred, provided, that the applicable Participant shall have submitted an invoice for such fees
and expenses at least 10 days before the end of the calendar year next following the calendar year
in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company
is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits
that the Company is obligated to pay or provide in any other calendar year; (iii) the applicable
Participant’s right to have the Company pay or provide such reimbursements and in-kind benefits may
not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s
obligations to make such reimbursements or to provide such in-kind benefits apply later than the
applicable Participant’s remaining lifetime (or if longer, through the 20th anniversary of the Date
of Termination).



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Appendix A of Plan B




	 	 	 	 	 
	 	 	Change of Control	 	 
	Change of Control Participant	 	Multiple	 	Outplacement Maximum
	 
	 	 	 	 
	 
	 






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