Exhibit 10.22 to General Mills, Inc. Form 10-K for fiscal year ended May 27, 2007






EXHIBIT 10.22


 


GENERAL MILLS, INC.


2003 STOCK COMPENSATION PLAN


 






GENERAL MILLS, INC.


2003 STOCK COMPENSATION PLAN


	
 

	
 

	
 


	
1.

	
PURPOSE OF
  THE PLAN


	
 

	
 


	
 

	
The purpose
  of the General Mills, Inc. 2003 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 October 1, 2003, subject to the approval of the
  stockholders of the Company at the Annual Meeting on September 22, 2003.
  Awards may be made under the Plan until December 31, 2005.


	
 

	
 


	
3.

	
ELIGIBLE
  PERSONS


	
 

	
 


	
 

	
Only persons
  who are employees of the Company shall be eligible to receive grants of Stock
  Options, Restricted Stock, Restricted Stock Units or Recognition Awards (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 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 date of grant.


	
 

	
 

	
 


	
 

	
(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”).





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(d)

	
Recognition
  Awards. The Committee hereby authorizes the
  Corporate Secretary to approve and distribute Common Stock to Participants as
  a bonus or reward, subject to Section 13(d) and Committee ratification of
  such Awards in accordance with Section 20. No Participant may receive as
  Recognition Award(s) more than 20 shares in the aggregate, in any calendar
  year.


	
 

	
 

	
 


	
 

	
(e)

	
Stock
  Options, Restricted Stock, Restricted Stock Units and Recognition Awards, as
  defined above, 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.


	
 

	
 

	
 


	
 

	
 

	
In addition,
  any Common Stock covered by a Stock Option granted under the Plan, which is
  forfeited, cancelled or expires in whole or in part 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 any Stock
  Option is exercised by tendering Common Stock, either actually or by
  attestation, to the Company as full or partial payment in connection with the
  exercise of the Stock Option under the Plan, or if the tax withholding
  requirements are satisfied through such tender, only the number of shares of
  Common Stock issued net of the Common Stock tendered shall be deemed
  delivered for purposes of determining the maximum number of shares available
  for grants under the Plan. 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, Restricted Stock
  Unit or Recognition Awards granted under the Plan to any single Participant
  over the duration of the Plan shall not exceed 10 percent of the total 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 





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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, Restricted Stock Unit and Recognition 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.





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(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


	
 

	
 

	
 

	
 


	
 

	
(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.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
Deferrals.
  The Committee may permit or require Participants to defer receipt of any
  Common Stock issuable upon exercise of a Stock Option, subject to such rules
  and procedures as it may establish, which may include provisions for the
  payment or crediting of interest, or dividend equivalents, including
  converting such credits into deferred Common Stock equivalents.


	
 

	
 


	
8.

	
RESTRICTED
  STOCK AND RESTRICTED STOCK UNITS


	
 

	
 


	
 

	
Restricted
  Stock and Restricted Stock Units may be awarded on either a discretionary or
  performance-based method.





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(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 Committee shall
  determine in its discretion to be appropriate. The Committee may base this
  determination of grant size on performance-based criteria. 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 percent of the Company’s
  Net Earnings for that Performance Period (such amount is the “Maximum
  Amount”).





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(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 permit Participants 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.


	
 

	
 

	
 

	
 


	
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, in the discretion of the Committee, upon the election
  of the Participant, the Company may withhold from the shares to be delivered
  shares sufficient to satisfy all or a portion of such tax withholding
  requirements.





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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% 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 of 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)

	
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 





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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 vest in all shares of Restricted
  Stock and Restricted Stock Units, effective as of the date of such Change of
  Control.


	
 

	
 

	
 


	
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 on the date of termination shall be
  forfeited.





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(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 vest. 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, 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 vest as of the date of termination.


	
 

	
 

	
 

	
 


	
 

	
(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 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. 





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(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 all shares of Restricted Stock or Restricted Stock Units
  effective as of the date of retirement (unless any such Award specifically
  provides otherwise).


	
 

	
 

	
 


	
 

	
(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.


	
 

	
 

	
 

	
 


	
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.





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(iv)

	
Any
  interpretation of the Plan by the Committee and any decision made by it under
  the Plan is final and binding.


	
 

	
 

	
 

	
 


	
 

	
(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 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.


	
 

	
 

	
 

	
 


	
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 2003 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 be subject to the debts, contacts,
  liabilities or torts of the person entitled to such rights or benefits.





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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 Plan 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 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: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
General
  Mills, Inc.


	
 

	
 

	
 

	
Number One
  General Mills Boulevard


	
 

	
 

	
 

	
Minneapolis,
  Minnesota 55426


	
 

	
 

	
 

	
Attention:
  Corporate Compensation


	
 

	
 

	
 

	
 


	
20.

	
RECOGNITION
  AWARDS


	
 

	
 

	
 

	
 


	
 

	
The
  Committee hereby authorizes the distribution of up to 10,000 shares of Common
  Stock 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 





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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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