EX-10.6






Exhibit 10.6




GENERAL MILLS, INC.




2005 STOCK COMPENSATION PLAN





	1.	 	PURPOSE OF THE PLAN
	 
	 	 	The purpose of the General Mills, Inc. 2005 Stock Compensation Plan (the “Plan”) is to attract
and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and
affiliates (defined as entities in which General Mills, Inc. has a significant equity or other
interest) (collectively, the “Company”) and to align the interests of employees with those of
the stockholders of the Company.
	 
	2.	 	EFFECTIVE DATE AND DURATION OF PLAN
	 
	 	 	This Plan shall become effective as of September 26, 2005, subject to the approval of the
stockholders of the Company at the Annual Meeting on September 26, 2005. Awards may be made
under the Plan until December 31, 2007.
	 
	3.	 	ELIGIBLE PERSONS
	 
	 	 	Only persons who are employees of the Company shall be eligible to receive grants of Stock
Options, Restricted Stock or Restricted Stock Units (each defined below) and become
“Participants” under the Plan. The Compensation Committee of the Company’s Board of Directors
(the “Committee”) shall exercise the discretionary power to determine from time to time the
employees of the Company who are eligible to participate in this Plan.
	 
	4.	 	AWARD TYPES






	 	(a)	 	Stock Option Awards. Under this Plan, the Committee may award Participants options
(“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common
Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of
shares of Common Stock at an “Exercise Price” established by the Committee.
	 
	 	(b)	 	Stock Option Exercise Price. The Exercise Price for each share of Common Stock issuable
under a Stock Option shall not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the
Committee’s discretion. “Fair Market Value” shall equal the closing price of the Common
Stock on the New York Stock Exchange on the applicable date.
	 
	 	(c)	 	Restricted Stock Awards. The Committee may also grant Participants shares of Common
Stock or the right to receive shares of Common Stock subject to certain restrictions
(“Restricted Stock” or “Restricted Stock Units”) (Stock Options, Restricted Stock and
Restricted Stock Units are sometimes referred to as “Awards”).






	5.	 	COMMON STOCK SUBJECT TO THE PLAN






	 	(a)	 	Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of
shares of Common Stock available for issuance to Participants under the Plan shall be
15,000,000. The Company will repurchase a number of shares of Common Stock at least equal
to the number of shares of Common Stock issued under this Plan.
	 
	 	 	 	In addition, any Common Stock covered by a Stock Option granted under the Plan which is
forfeited prior to the end of the vesting period shall be deemed not to be delivered for
purposes of determining the maximum number of shares of Common Stock available for grants
under the Plan. If (i) any Stock Option that is exercised through the delivery of Common
Stock in satisfaction of the exercise price, and (ii) withholding tax requirements arising
upon exercise of any Stock Option are satisfied through the withholding of Common Stock
otherwise deliverable in connection with such exercise, the full number of shares of Common
Stock underlying any such Stock Option that is exercised shall count against the maximum
number of shares available for grants under the Plan.




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	 	 	 	Upon forfeiture or termination of Restricted Stock or Restricted Stock Units prior to
vesting, the shares of Common Stock subject thereto shall again be available for Awards
under the Plan.






	 	(b)	 	Individual Share Limits. The number of shares of Common Stock subject to Stock Options
or available for Restricted Stock or Restricted Stock Unit Awards granted under the Plan to
any single Participant over the duration of the Plan shall not exceed 10% of the original
number of shares available under the Plan.
	 
	 	(c)	 	Adjustments for Corporate Transactions. If a corporate transaction has occurred
affecting the Common Stock such that an adjustment to outstanding awards is required to
preserve (or prevent enlargement of) the benefits or potential benefits intended at the
time of grant, then in such manner as the Committee deems equitable, an appropriate
adjustment shall be made to (i) the number and kind of shares which may be awarded under
the Plan; (ii) the number and kind of shares subject to outstanding awards; (iii) the
number of shares credited to an account; and, if applicable, (iv) the exercise price of
outstanding Options; provided that the number of shares of Common Stock subject to any
Option denominated in Common Stock shall always be a whole number. For this purpose a
corporate transaction includes, but is not limited to, any dividend or other distribution
(whether in the form of cash, Common Stock, securities of a subsidiary of the Company,
other securities or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Common Stock or other securities of the Company, issuance of warrants or other
rights to purchase Common Stock or other securities of the Company, or other similar
corporate transactions. Notwithstanding anything in this paragraph to the contrary, an
adjustment to an Option under this paragraph shall be made in a manner that will not result
in a new grant of an Option under Code Section 409A.
	 
	 	(d)	 	Limits on Distribution. Distribution of shares of Common Stock or other amounts under
the Plan shall be subject to the following:






	 	(i)	 	The total number of shares of Common Stock that shall be available for
Restricted Stock and Restricted Stock Unit Awards under the Plan shall be limited to
25% of the total shares authorized for Awards hereunder.
	 
	 	(ii)	 	Notwithstanding any other provision of the Plan, the Company shall have no
liability to deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless such delivery or distribution would
comply with all applicable laws (including, without limitation, the requirements of
the Securities Act of 1933), and the applicable requirements of any securities
exchange or similar entity.
	 
	 	(iii)	 	To the extent that the Plan provides for issuance of stock certificates to
reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be
effected on a non-certificated basis, to the extent not prohibited by applicable law or
the applicable rules of any stock exchange.






	 	(e)	 	Stock Deposit Requirements and other Restrictions. The Committee, in its discretion,
may require as a condition to the grant of Awards, the deposit of Common Stock owned by the
Participant receiving such grant, and the forfeiture of such grants, if such deposit is not
made or maintained during the required holding period. Such shares of deposited Common
Stock may not be otherwise sold or disposed of during the applicable holding period or
restricted period. The Committee may also determine whether any shares issued upon exercise
of a Stock Option shall be restricted in any manner.






	6.	 	STOCK OPTION TERM AND TYPE






	 	(a)	 	General. Stock Options granted under the Plan shall be Non-Qualified Stock Options
governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The
term of any Stock Option granted under the Plan shall be determined by the Committee,
provided that the term of a Stock Option shall not exceed 10 years and one month.
	 
	 	(b)	 	No Reload Rights. Stock Options granted under this Plan shall not contain any provision
entitling the optionee to the automatic grant of additional options in connection with any
exercise of the original option.
	 
	 	(c)	 	No Repricing. Subject to Section 5(c), outstanding Stock Options granted under this
Plan shall under no circumstances be repriced.






	7.	 	GRANT, EXERCISE AND VESTING OF STOCK OPTIONS




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	 	(a)	 	Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee
has discretionary authority to determine the size of a Stock Option grant, which may be
tied to meeting performance-based requirements.
	 
	 	(b)	 	Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination
of Employment), each Stock Option may be exercised only in accordance with the terms and
conditions of the Stock Option grant and during the periods as may be established by the
Committee. A Participant exercising a Stock Option shall give notice to the Company of such
exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on
the day of exercise, which must be a business day at the executive offices of the Company.
	 
	 	(c)	 	Vesting. Stock Options shall not be exercisable unless vested. Subject to Sections 11
and 12 Stock Options shall be fully vested only after four years of the Participant’s
continued employment with the Company following the date of the Stock Option grant.
	 
	 	(d)	 	Payment. The Exercise Price shall be paid to the Company at the time of such exercise,
subject to any applicable rule or regulation adopted by the Committee:






	 	(i)	 	in cash (including check, draft, money order or wire transfer made payable
to the order of the Company);
	 
	 	(ii)	 	through the tender of shares of Common Stock owned by the Participant (by
either actual delivery or attestation); or
	 
	 	(iii)	 	by a combination of (i) and (ii) above.






For determining the amount of the payment, Common Stock delivered pursuant to (ii) or (iii)
shall have a value equal to the Fair Market Value of the Common Stock on the date of
exercise.




	8.	 	RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	 
	 	 	Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or
performance-based method.






	 	(a)	 	Discretionary Awards. With respect to discretionary Awards of Restricted Stock and
Restricted Stock Units, the Committee shall






	 	(i)	 	Select Participants to whom Awards will be made;
	 
	 	(ii)	 	Determine the number of shares of Restricted Stock or the number of
Restricted Stock Units to be awarded to a Participant;
	 
	 	(iii)	 	Determine the length of the restricted period, which shall be no less than
four years;
	 
	 	(iv)	 	Determine the purchase price, if any, to be paid by the Participant for
Restricted Stock or Restricted Stock Units; and
	 
	 	(v)	 	Determine any restrictions other than those set forth in this Section 8.






	 	(b)	 	Performance-Based Awards. With respect to Awards of performance-based Restricted Stock
and Restricted Stock Units, the intent is to grant such Awards so as to satisfy the
requirements for “qualified performance-based compensation” under Internal Revenue Code
section 162(m). Performance-based Awards are subject to the following:






	 	(i)	 	The Committee has exclusive authority to determine which Participants may
be awarded performance-based Restricted Stock and Restricted Stock Units.
	 
	 	(ii)	 	In order for any Participant to be awarded Restricted Stock or Restricted
Stock Units for a Performance Period (defined below), the net earnings from continuing
operations excluding items identified and disclosed by the Company as non-recurring or
special costs and after taxes (“Net Earnings”) of the Company for such Performance
Period must be greater than zero.
	 
	 	(iii)	 	At the end of the Performance Period, if the Committee determines that the
requirement of Section 8(b)(ii) has been met, each Participant eligible for a
performance-based Award shall be deemed to have earned an Award equal in value to the
Maximum Amount, or such lesser amount as the




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	 	 	 	Committee shall determine in its discretion to be appropriate. The Committee may base
this determination of grant size on performance-based criteria and in no case shall
this have the effect of increasing an Award payable to another Participant. For
purposes of computing the value of Awards, each Restricted Stock or Restricted Stock
Unit shall be deemed to have a value equivalent to the Fair Market Value of one share
of Common Stock on the date the Award is granted.






	 	(iv)	 	In addition to the limitation on the number of shares of Common Stock
available for Awards under section 5(b) hereof, in no event shall the total value of
the performance-based Restricted Stock or Restricted Stock Unit Award granted to any
Participant for any one Performance Period exceed 0.5% of the Company’s Net Earnings
for that Performance Period (such amount is the “Maximum Amount”).
	 
	 	(v)	 	The Committee shall determine the length of the restricted period which,
subject to Sections 11 and 12, shall be no less than four years.
	 
	 	(vi)	 	“Performance Period” means a fiscal year of the Company, or such other period
as the Committee may from time to time establish.






Subject to the restrictions set forth in this Section 8, each Participant who receives
Restricted Stock shall have all rights as a stockholder with respect to such shares, including
the right to vote the shares and receive dividends and other distributions.




Each Participant who receives Restricted Stock Units shall be eligible to receive, at the
expiration of the applicable restricted period, one share of Common Stock for each Restricted
Stock Unit awarded, and the Company shall issue to each such Participant that number of shares
of Common Stock. Participants who receive Restricted Stock Units shall have no rights as
stockholders with respect to such Restricted Stock Units until such time as share certificates
for Common Stock are issued to the Participants; provided, however, that quarterly during the
applicable restricted period for all Restricted Stock Units awarded hereunder, the Company shall
pay to each such Participant an amount equal to the sum of all dividends and other distributions
paid by the Company during the prior quarter on that equivalent number of shares of Common
Stock.




The Committee may in its discretion permit a Participant to defer receipt of any Common Stock
issuable upon the lapse of any restriction of Restricted Stock or Restricted Stock Units,
subject to such rules and procedures as it may establish. In particular, the Committee shall
establish rules relating to such deferrals intended to comply with the requirements of Internal
Revenue Code §409A, including without limitation, the time when a deferral election can be made,
the period of the deferral, and the events that would result in payment of the deferred amount.




	9.	 	TRANSFERABILITY OF AWARDS
	 
	 	 	Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable
by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the
applicable laws of descent and distribution, and such Stock Options shall be exercised during
the Participant’s lifetime only by the Participant or his or her guardian or legal
representative. Except as otherwise provided in Section 8, no shares of Restricted Stock and no
Restricted Stock Units shall be sold, exchanged, transferred, pledged or otherwise disposed of
during the restricted period.
	 
	10.	 	TAXES
	 
	 	 	Whenever the Company issues Common Stock under the Plan, the Company may require the recipient
to remit to the Company an amount sufficient to satisfy any Federal, state or local tax
withholding requirements prior to the delivery of such Common Stock, or the Company may in its
discretion withhold from the shares to be delivered shares sufficient to satisfy all or a
portion of such tax withholding requirements.
	 
	11.	 	CHANGE OF CONTROL
	 
	 	 	Each outstanding Stock Option shall become immediately and fully exercisable for a period of one
(1) year following the date of the following occurrences, each constituting a “Change of
Control”:






	 	(a)	 	The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company
where such acquisition causes such Person to own 20%




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	 	 	 	or more of the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Voting
Securities”); provided, however, that for purposes of this subsection (a), the following
acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to
a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and
provided, further, that if any Person’s beneficial ownership of the Outstanding Voting
Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or
(ii) above, and such Person subsequently acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition shall be treated as an acquisition
that causes such Person to own 20% or more of the Outstanding Voting Securities; or






	 	(b)	 	Individuals who, as of the date hereof, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual was 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)	 	The approval by the shareholders of the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the
Company (“Business Combination”) or, if consummation of such Business Combination is
subject, at the time of such approval by stockholders, to the consent of any government or
governmental agency, the obtaining of such consent (either explicitly or implicitly by
consummation); excluding, however, such a Business Combination pursuant to which (i) all or
substantially all of the individuals and entities who were the beneficial owners of the
Outstanding Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without limitation, a
corporation that as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
	 
	 	(d)	 	Approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.






After such one (1) year period the normal Stock Option exercise provisions of the Plan shall
govern. Notwithstanding any other provision of the Plan, but subject to Section 6, in the event
a Participant’s employment with the Company is terminated within two (2) years of any of the
events specified in (a), (b), (c) or (d), all outstanding Stock Options of such Participant at
that date of termination shall be exercisable for a period of six (6) months beginning on the
date of termination.




With respect to Stock Option grants outstanding as of the date of any such Change of Control
which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit
requirement shall be terminated as of the date of the Change of Control.




In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted
Stock and Restricted Stock Units, effective as of the date of such Change of Control. If the
Change of Control constitutes a “change in control” event as described in IRS regulations or
other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units shall
be settled upon the Change of Control. If the Change of Control does



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not constitute a “change in control” event as described in IRS regulations or other guidance
under Code section 409A(a)(2)(A)(v), Restricted Stock Units that are not Section 409A Restricted
Stock Units and on which a deferral election was not made shall be settled upon the Change of
Control. However, the Section 409A Restricted Stock Units, or Restricted Stock Units for which
a proper deferral election was made, shall be settled on the date the original restriction
period would have closed, or the date elected pursuant to the proper deferral election, as
applicable.




	12.	 	TERMINATION OF EMPLOYMENT






	 	(a)	 	Resignation or Termination for Cause. If the Participant’s employment by the Company is
terminated by either






	 	(i)	 	the voluntary resignation of the Participant, or
	 
	 	(ii)	 	a Company discharge due to Participant’s illegal activities, poor work
performance, misconduct or violation of the Company’s Code of Conduct, policies or
practices,






then Participant’s Stock Options shall terminate three months after such termination (but in no
event beyond the original full term of the Stock Options) and no Stock Options shall become
exercisable after such termination, and all shares of Restricted Stock and Restricted Stock
Units which are subject to restriction and not vested on the date of termination shall be
forfeited.




	 	(b)	 	Other Termination. If the Participant’s employment by the Company terminates for any
reason other than specified in Sections 11, 12 (a), (c), (d) or (e), the following rules
shall apply:






	 	(i)	 	In the event that, at the time of such termination, the sum of the
Participant’s age and service with the Company equals or exceeds 70, the
Participant’s outstanding Stock Options shall continue to become exercisable
according to the schedule established at the time of grant unless otherwise provided
in the applicable Award agreement, and all shares of Restricted Stock and Restricted
Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately.
Stock Options shall remain exercisable for the remaining full term of such Stock
Options.
	 
	 	(ii)	 	In the event that, at the time of such termination, the sum of Participant’s
age and service with the Company is less than 70, Participant’s outstanding
unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units
shall become exercisable or vest, as the case may be, and be paid (or deferred, as
appropriate) immediately as of the date of termination, in a pro-rata amount based on
the full months of employment completed during the full vesting period from the date
of grant to the date of termination with such newly-vested Stock Options and Stock
Options exercisable on the date of termination remaining exercisable for the lesser of
one year from the date of termination and the original full term of the Stock Option.
All other Stock Options, shares of Restricted Stock and Restricted Stock Units shall
be forfeited as of the date of termination. Provided, however, that if the Participant
is an executive officer of the Company, the Participant’s outstanding Stock Options
which, as of the date of termination are not yet exercisable, shall become exercisable
effective as of the date of such termination and, with all outstanding Stock Options
already exercisable on the date of termination, shall remain exercisable for the
lesser of one year following the date of termination and the original full term of the
Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall
fully vest as of the date of termination and be paid (or deferred, as appropriate)
immediately.






Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this
Section 12(b) shall be paid on the Participant’s separation from service (within the meaning of
Code section 409A), or in the case of a Participant who is a specified employee (within the
meaning of Code section 409A) shall be paid on the first day of the seventh month following the
month of separation from service.




	 	(c)	 	Death. If a Participant dies while employed by the Company, any Stock Option previously
granted under this Plan shall fully vest and become exercisable upon death and may be
exercised by the person designated in such Participant’s last will and testament or, in the
absence of such designation, by the Participant’s estate.
	 
	 	 	 	With respect to Stock Options which require the deposit of owned Common Stock as a condition
to obtaining exercise rights, in the event a Participant dies while employed by the Company,
such Stock




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	 	 	 	Options may be exercised as provided in the first paragraph of this Section 12(c) and any
deposit requirement shall be terminated.
	 
	 	 	 	A Participant who dies while employed by the Company during any applicable restricted
period, shall fully vest in such shares of Restricted Stock or Restricted Stock Units,
effective as of the date of death.






	 	(d)	 	Retirement. The Committee shall determine, at the time of grant, the treatment of the
Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the
Participant. Unless other terms are specified in the original Grant, if the termination of
employment is due to a Participant’s retirement on or after age 55, the Participant may
exercise a Stock Option, subject to the original terms and conditions of the Stock Option
and shall fully vest in and be paid or have deferred all shares of Restricted Stock or
Restricted Stock Units effective as of the date of retirement (unless any such Award
specifically provides otherwise). However, the Restricted Stock Units without a proper
deferral election that vest under this Section 12(d) shall be payable on the Participant’s
separation from service (within the meaning of Code section 409A) or in the case of a
Participant who is a specified employee (within the meaning of Code section 409A) shall be
paid on the first day of the seventh month following the month of separation from service.
	 
	 	 	 	A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time
within the Award’s restricted period shall be referred to as a “Section 409A Restricted
Stock Unit.”
	 
	 	(e)	 	Spin-offs. If the termination of employment is due to the cessation, transfer, or
spin-off of a complete line of business of the Company, the Committee, in its sole
discretion, shall determine the treatment of all outstanding Awards under the Plan. Such
treatment shall be consistent with Code section 409A, and in particular will take into
account whether a separation from service has occurred within the meaning of section 409A.






	13.	 	ADMINISTRATION OF THE PLAN






	 	(a)	 	Administration. The authority to control and manage the operations and administration
of the Plan shall be vested in the Committee in accordance with this Section 13.
	 
	 	(b)	 	Selection of Committee. The Committee shall be selected by the Board, and shall consist
of two or more members of the Board.
	 
	 	(c)	 	Powers of Committee. The authority to manage and control the operations and
administration of the Plan shall be vested in the Committee, subject to the following:






	 	(i)	 	Subject to the provisions of the Plan, the Committee will have the
authority and discretion to select from among the eligible Company employees those
persons who shall receive Awards, to determine the time or times of receipt, to
determine the types of Awards and the number of shares covered by the Awards, to
establish the terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and (subject to the restrictions imposed by Section 14) to
cancel or suspend Awards. In making such determinations, the Committee may take into
account the nature of services rendered by the individual, the individual’s present
and potential contribution to the Company’s success and such other factors as the
Committee deems relevant.
	 
	 	(ii)	 	The Committee will have the authority and discretion to establish terms and
conditions of Awards as the Committee determines to be necessary or appropriate to
conform to applicable requirements or practices of jurisdictions outside of the United
States.
	 
	 	(iii)	 	The Committee will have the authority and discretion to interpret the Plan,
to establish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements made pursuant to the Plan, and to
make all other determinations that may be necessary or advisable for the
administration of the Plan.
	 
	 	(iv)	 	Any interpretation of the Plan by the Committee and any decision made by it
under the Plan is final and binding.
	 
	 	(v)	 	The Plan shall at all times be managed and operated in accordance with
applicable laws.






	 	(d)	 	Delegation by Committee. Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one




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	 	 	 	or more of its members and may delegate all or any part of its responsibilities and powers
to any person or persons selected by it. Any such allocation or delegation may be revoked by
the Committee at any time.






	 	(e)	 	Code section 409A. To the extent that such requirements are applicable, this Plan is
intended to comply with the requirements of section 409A of the Internal Revenue Code of
1986 and shall be interpreted and administered in accordance with that intent. 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. Further, for
purposes of the limitations on nonqualified deferred compensation under section 409A, each
payment of compensation under this Plan shall be treated as a separate payment of
compensation for purposes of applying the section 409A deferral election rules and the
exclusion from section 409A for certain short-term deferral amounts.






	14.	 	AMENDMENTS OF THE PLAN
	 
	 	 	The Committee may from time to time prescribe, amend and rescind rules and regulations relating
to the Plan. Subject to the approval of the Board of Directors, where required, the Committee
may at any time terminate, amend, or suspend the operation of the Plan, provided that no action
shall be taken by the Board of Directors or the Committee without the approval of the
stockholders which would






	 	(a)	 	except as provided in Section 5(c), materially increase the number of shares which may
be issued under the Plan;
	 
	 	(b)	 	permit granting of Stock Options at less than Fair Market Value;
	 
	 	(c)	 	except as provided in Section 5(c), permit the repricing of outstanding Stock Options;
or
	 
	 	(d)	 	amend the maximum shares set forth in Section 5(b) which may be granted to any single
Participant.






No termination, modification, suspension, or amendment of the Plan shall alter or impair the
rights of any Participant pursuant to an outstanding Award without the consent of the
Participant. There is no obligation for uniformity of treatment of Participants under the Plan.




	15.	 	FOREIGN JURISDICTIONS
	 
	 	 	The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the
intent of the Plan, as it may deem necessary or desirable to make available tax or other
benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to
such laws and who receive Awards under the Plan.






	16.	 	NON-ALIENATION OF RIGHTS AND BENEFITS
	 
	 	 	Subject to Section 9, no right or benefit under the Plan shall be subject to alienation, sale,
assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit
under the Plan shall be subject to the debts, contacts, liabilities or torts of the person
entitled to such rights or benefits.






	17.	 	LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY
	 
	 	 	Nothing in the Plan shall be construed






	 	(a)	 	to give any employee of the Company any right to be granted any Award other than at the
sole discretion of the Committee;
	 
	 	(b)	 	to give any Participant any rights whatsoever with respect to shares of Common Stock
except as specifically provided in the Plan;
	 
	 	(c)	 	to limit in any way the right of the Company or any Subsidiary to terminate, change or
modify, with or without cause, the employment of any Participant at any time; or
	 
	 	(d)	 	to be evidence of any agreement or understanding, express or implied, that the Company
or any Subsidiary will employ any Participant in any particular position at any particular
rate of compensation or for any particular period of time.






Payments and other benefits received by a Participant under an Award shall not be deemed part of
a Participant’s regular, recurring compensation for purposes of any termination, indemnity or
severance pay laws and shall not be included in, nor have any effect on, the determination of
benefits under any other employee



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benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless
expressly so provided by such other plan, contract or arrangement.




	18.	 	NO LOANS
	 
	 	 	The Company shall not lend money to any Participant to finance a transaction under this Plan.






	19.	 	NOTICES
	 
	 	 	All notices to the Company regarding the Plan shall be in writing, effective as of actual
receipt by the Company, and shall be sent to:




Attention: Corporate Compensation

General Mills, Inc.

Number One General Mills Boulevard

Minneapolis, MN 55426





	20.	 	RECOGNITION AWARDS
	 
	 	 	Up to 10,000 shares of Common Stock may be awarded as Recognition Awards in any calendar year
during the duration of the Plan. A Company officer may identify employees of the Company who
have made special contributions to the business and/or performance of the Company and request
that the Corporate Secretary deliver Recognition Awards to such Participants in recognition of
such contributions. Each year, the Committee shall review the grants of Recognition Awards made
in the prior year. Recognition Award shares may be fully vested upon grant or subject to such
vesting conditions as the Committee may authorize.






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