exv10w5












Exhibit 10.5




GENERAL MILLS, INC.

2006 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS




1. PURPOSE




     The General Mills, Inc. 2006 Compensation Plan for Non-Employee Directors (the “Plan”) is
hereby amended and restated, effective September 25, 2006, by General Mills, Inc. The amended and
restated Plan incorporates previously adopted amendments since it was first adopted and adds
provisions deemed necessary or advisable to comply with Code section 409A and the regulations
thereunder. The purpose of the Plan is to provide a compensation program which will attract and
retain qualified individuals not employed by General Mills, Inc. and its subsidiaries (the
“Company”) to serve on the Board of Directors of the Company (the “Board”) and to further align the
interests of non-employee directors with those of the stockholders by providing that a portion of
compensation will be linked directly to increases in stockholder value.



2. EFFECTIVE DATE, DURATION OF PLAN




     This Plan shall become effective as of September 25, 2006 subject to the approval of the Plan
by the stockholders. The Plan will terminate on September 30, 2011 or such earlier date as
determined by the Board or the Compensation Committee of the Board (the “Committee”); provided that
no such termination shall affect rights earned or accrued under the Plan prior to the date of
termination.



3. DEFINITIONS




     Wherever used in this Plan, the following terms have the meanings set forth below:



     “Board” means the Board of Directors of the Company.



     “Change of Control” has the meaning set forth in Section 11.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” has the meaning set forth in Section 2.



     “Common Stock” means Company common stock ($.10 par value).



     “Company” means General Mills, Inc. and its subsidiaries.



     “Deferred Compensation Account” has the meaning set forth in Section 6(d).



     “Election Form” means a written form provided by the Committee pursuant to which a
Participant may elect the form and timing of distributions with respect to his or her retainer,
Stock Units and dividend equivalents under the Plan.



     “Fair Market Value” means the average of the intraday high and low price of the
national market composite price of the Common Stock on the applicable date. Notwithstanding this
definition, effective January 1, 2007, “Fair Market Value” means the closing price on the
New York Stock Exchange of the Common Stock on the applicable date.



     “Key Employee” means a Participant treated as a “specified employee” as of his
Separation from Service under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in
Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if
the Company’s or its affiliate’s stock is publicly traded on an established securities market or
otherwise. Key Employees shall be determined in accordance with Code section 409A using a December
31 identification date. A listing of Key Employees as of an identification date shall be effective
for the 12-month period beginning on the April 1 following the identification date.



     “Option” has the meaning set forth in Section 7(a).



     “Participant” has the meaning set forth in Section 4.



     “Plan” means the General Mills, Inc. 2006 Compensation Plan for Non-Employee Directors
as set forth herein and as amended.



     “Plan Year” has the meaning set forth in Section 6(a).



     “Separation from Service” or “Separate from Service” means a “separation from
service” within the meaning of Code section 409A.



 









 





     “Stock Unit Account” has the meaning set forth in Section 8(a).



     “Stock Units” has the meaning set forth in Section 8(a).



4. PARTICIPATION




     Each member of the Board who is not an employee of the Company at the date compensation is
earned or accrued shall be eligible to participate in the Plan unless prohibited from participating
by the terms of their employment (a “Participant”).



5. COMMON STOCK SUBJECT TO THE PLAN




     (a) General. The Common Stock to be issued under this Plan is to be made available
from the authorized but unissued Common Stock, shares of Common Stock held in the treasury, or
Common Stock purchased on the open market or otherwise. Subject to the provisions of the next
succeeding paragraphs, the maximum aggregate number of shares authorized to be issued under the
Plan shall be 700,000 and the maximum number of shares authorized to be issued under the Plan in a
single Plan Year shall be 160,000.



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



     (b) 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 a Stock Unit Account; and
(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 transaction. Notwithstanding anything
in this Section to the contrary, an adjustment to an Option under this Section 5(b) shall be made
in a manner that will not result in the grant of a new Option under Code Section 409A.



6. RETAINER




     (a) General. Each non-employee director shall be entitled to receive a retainer with
respect to each one-year board term, beginning the day of each annual stockholders’ meeting and
ending the day before the succeeding annual stockholders’ meeting (the “Plan Year”) in an amount
determined from time to time by the Board. Retainers shall be earned and paid at the end of each of
the Company’s fiscal quarters.



     (b) Normal Payment Terms. The normal payment terms for retainers are cash in a lump
sum. In the absence of an affirmative election to the contrary, the retainer (or the portion not
subject to such elections) shall be paid 10 business days following the last day of each quarterly
period described above in (a).



     (c) Deferral Elections. Each Participant may elect an alternative form (lump sum vs.
installments) in which a retainer may be delivered and the timing for such delivery, pursuant to
the terms of Section 9. Participants shall make such election by filing an irrevocable Election
Form with the Committee before the calendar year in which a Plan Year begins. The election shall
apply to amounts earned in a quarterly period described in (a) above that begins during the Plan
Year. Notwithstanding the foregoing, in the first year in which a non-employee director becomes
eligible to participate in the Plan, an election may be made with respect to services to be
performed subsequent to the election, to the extent permitted under Code section 409A. Such an
election must be made on an Election Form within 30 days after the date the non-employee director
becomes eligible to participate in the Plan.



     (d) Deferred Cash Alternative. For each Participant who affirmatively elects to defer
receipt of his or her retainers in the form of deferred cash, the Company shall establish a
separate account (a “Deferred Compensation Account”) and credit such deferred cash compensation
into that Account as of the date the amounts would otherwise be paid. A separate Deferred
Compensation Account shall be established for each Plan Year a Participant makes such a deferral
election. Earnings, gains and losses shall be credited to each such Deferred Compensation Account
based on the rate earned by the fund or funds selected by the Participant from among funds or
portfolios established under the General Mills, Inc. 401(k) Savings Plan or any other qualified
benefit plan maintained by the Company which the Minor Amendment Committee, or its delegate, in its



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discretion, may from time to time establish. Distributions from a Deferred Compensation Account
shall be made in accordance with Section 9.



     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 as to Deferred Compensation Accounts under the Plan and
certain other deferred compensation plans of the Company. In the event of a Change of Control, the
Company shall be obligated to immediately contribute such amounts to the trust as may be necessary
to fully fund all Deferred Compensation Accounts payable under the Plan. Any Participant in the
Plan shall have the right to demand and secure specific performance of this provision. All assets
held in the trust 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 trust agreement). No Participant has any preferred claim on, or beneficial
ownership interest in, any assets of the trust before the assets are paid to the Participant and
all rights created under the trust, as under the Plan, are unsecured contractual claims of the
Participant against the Company.



     (e) Common Stock Alternative. Each Participant may affirmatively elect to receive all
or a specified percentage of his or her retainers for a Plan Year in shares of Common Stock, which,
if elected, will be issued 10 business days following the last day of each quarterly period during
the Plan Year described above in (a). Only whole numbers of shares will be issued, with any
fractional share amounts paid in cash. For purposes of computing the number of shares earned each
quarter during the Plan Year, the value of each share shall be equal to the Fair Market Value on
the third Business Day preceding the last day of each quarter described above in (a) during the
Plan Year. For the purposes of this Plan, “Business Day” shall mean a day on which the New York
Stock Exchange is open for trading.



     (f) Death. Notwithstanding any other provision of the Plan, if a Participant dies
during a Plan Year, the balance of the amount due for the full quarter in which death occurs shall
be payable in full to the person(s) designated under the terms of Section 11(e) of this Plan or if
none designated then to the Participant’s estate, in cash, 60 days following the date of death.



7. NON-QUALIFIED STOCK OPTIONS




     (a) Grant of Options. Each non-employee director on the effective date of the Plan
(or, if first elected after the effective date of the Plan, on the date the non-employee director
first attends a Board meeting) shall be awarded an option (an “Option”) to purchase shares of
Common Stock, in an amount determined from time to time by the Board, or its delegate. As of the
close of business on each successive annual stockholders’ meeting after the date of the original
award, each Participant who is re-elected to the Board shall be granted an additional Option to
purchase shares of Common Stock. All Options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Code section 422.



     (b) Option Exercise Price. The per share price to be paid by the Participant at the
time an Option is exercised shall be 100% of the Fair Market Value on the date of grant, or on the
last date preceding the date of grant on which the Common Stock was traded.



     (c) Term of Option. Each Option shall expire ten (10) years from the date of grant.



     (d) Exercise and Vesting of Option. Each Option will vest on the date of the annual
stockholders’ meeting next following the date the Option is granted. Upon vesting, a Participant
shall be given the full ten (10) year term to exercise the Option without regard to whether he or
she continues to serve on the Board. If, for any reason, a Participant ceases to serve on the Board
prior to the date an Option vests, such Option shall be forfeited and all further rights of the
Participant to or with respect to such Option shall terminate. Notwithstanding the foregoing, if a
participant should die during his or her term of service on the Board, any vested Option may be
exercised by the person(s) designated under the terms of Section 11(e) of this Plan, and any
unvested Options shall fully vest and become exercisable upon death for the remainder of the
Option’s full term.



     (e) Method of Exercise. A Participant exercising an 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. 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.





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To determine 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.




     (f) Non-transferability. Except as provided by rule adopted by the Committee, an
Option shall be non-assignable and non-transferable by a Participant other than by will or the laws
of descent and distribution. A Participant shall forfeit any Option assigned or transferred,
voluntarily or involuntarily, other than as permitted under this subsection.



8. STOCK UNITS




     (a) Awards. On the effective date of the Plan (or, if a Participant is first elected
after the effective date of the Plan, on the date the Participant first attends a Board meeting)
and at the close of business on each successive annual stockholders’ meeting, each Participant
shall be awarded the right to receive shares of Common Stock (“Stock Units”), subject to vesting as
provided in Section 8(b). Only a Participant who is re-elected to the Board shall be entitled to a
grant under this Section 8(a) of Stock Units awarded at the close of business on an annual meeting
date after the date of the original grant to Participants. A separate Stock Unit Account will be
established for the Participant each time an award of Stock Units is made.



     The maximum aggregate number of shares authorized to be issued under the Plan upon vesting of
Stock Unit awards shall be 175,000. Participants receiving Stock Units will have no rights as
stockholders of the Company with respect to allocations made to their Stock Unit Account(s), except
the right to receive dividend equivalent allocations under Section 8(d).



     Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of until such time as share certificates for Common Stock are issued to the Participants.



     (b) Vesting of Stock Units. A Participant’s interest in the Stock Units shall vest on
the date of the annual stockholders’ meeting next following the date of the award of the Stock
Units. If, for any reason, a Participant ceases to serve on the Board prior to the date the
Participant’s interest in a grant of Stock Units vests, such Stock Units shall be forfeited and all
further rights of the Participant to or with respect to such Stock Units shall terminate.
Notwithstanding the foregoing, a Participant who dies while serving on the Board prior to the
vesting of Stock Units shall fully vest in such Stock Units, effective as of the date of death and
shall be paid to the person(s) designated under the terms of Section 11(e) of this Plan.



     (c) Election Concerning Receipt of Common Stock. Each Participant receiving an award
of Stock Units under Section 8(a) may elect the time and form (lump sum vs. installments) of
distribution of Common Stock attributable to such
Stock Units, pursuant to the terms of Section 9. If no affirmative election is made, all Stock
Units shall be paid in shares of Common Stock 10 days following vesting.



     (d) Dividend Equivalents. The Participant may also elect to have dividend equivalents
payable on Stock Units paid currently in cash or reinvested in Stock Units. If the amounts are
reinvested, on each dividend payment date for the Common Stock, the Company will credit each Stock
Unit Account with an amount equal to the dividends that would have been paid had the Stock Units
been actual shares of Common Stock, which shall be used to “purchase” additional Stock Units at a
price equal to the Fair Market Value on the dividend date. Such additional Stock Units shall be
distributed at the same time and in the same form as the rest of the Stock Unit Account balance. If
the Participant fails to make an election, the dividend equivalent amounts shall be paid in cash
currently.



     (e) Timing of Elections. In order to make an election under Sections 8(c) and/or 8(d)
with respect to Stock Units awarded for a Plan Year, a Participant shall file an irrevocable
Election Form with the Committee before the calendar year in which the Plan Year begins.
Notwithstanding the foregoing, in the first year in which a non-employee director becomes eligible
to participate in the Plan, a deferral election may be made with respect to services to be
performed subsequent to the election, to the extent permitted under Code section 409A. Such an
election must be made on an Election Form within 30 days after the date the non-employee director
becomes eligible to participate in the Plan.



9. DISTRIBUTION PROVISIONS FOR DEFERRED CASH AND STOCK UNITS




     The following distribution provisions shall apply to Deferred Compensation Accounts and Stock
Unit Accounts:



     (a) Timing. Distributions from Deferred Compensation Accounts shall normally commence
at Separation from Service, however, a Participant may affirmatively elect a specified date for
commencement, provided said date is not later than age 75. The same rule applies to Stock Units
which have been deferred beyond the vesting period described in Section 8(b). Elections as to the
timing of benefit commencement shall be made in accordance with Sections 6 and 8, as appropriate.



     Notwithstanding the above or any other provision of this Plan, distributions may not be made
to a Key Employee upon a Separation from Service before the date which is six months after the date
of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key
Employee). Any payments that would otherwise be made during this period of delay shall



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be accumulated and paid on the first day of the seventh month following the Participant’s Separation
from Service (or, if earlier, the first day of the month after the Participant’s death).



     (b) Form of Distribution. Distributions shall normally be made in a lump sum.
However, a Participant may affirmatively elect to receive substantially equal annual installments
over a period of up to 10 years. Such elections shall be made in accordance with Sections 6 and 8,
as appropriate.



     (c) Manner of Distribution. Amounts credited to Deferred Compensation Accounts shall
be paid in cash. Amounts credited to Stock Unit Accounts shall be paid in Common Stock based on the
number of Stock Units credited to the Stock Unit Account and paid in cash equal to any dividend
equivalent amounts which had not been used to “purchase” additional Stock Units.



     (d) Distribution Upon Death. Notwithstanding any elections by a Participant or
provisions of the Plan to the contrary, if a Participant dies before full distribution of a
Deferred Compensation Account or Stock Unit Account, such accounts shall be distributed to the
person(s) designated under the terms of Section 11(e) of this Plan or if none designated then to
the Participant’s estate in a lump sum 60 days following the date of death.



     (e) Permitted Payment Delay To Avoid Violations of Law. Notwithstanding any provision
of this Plan to the contrary, any distribution to a Participant under the Plan shall be delayed
upon the Committee’s reasonable anticipation that the making of the payment would violate Federal
securities laws or other applicable law; provided, that any payment delayed pursuant to this
Section 9(e) shall ultimately be paid in accordance with Code section 409A.



     (f) Payment Acceleration. If amounts deferred under the Plan must be included in a
Participant’s income under Code section 409A prior to the scheduled distribution of such amounts,
distribution of such amount shall be made immediately to the Participant.



10. CHANGE OF CONTROL




     Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, upon
the occurrence of a Change of Control, all Options and Stock Units shall fully and immediately
vest, and shall be exercisable or paid pursuant to the terms of the Plan that are otherwise
applicable. If the Change of Control is also a “change in control” as defined under Code section
409A(a)(2)(A)(v) and official guidance thereunder, all Stock Unit Accounts shall be distributed in
a single payment 30 days following such Change of Control.



11. ADMINISTRATION




     The Plan shall be administered by the Committee. The Committee shall have full power to
interpret the Plan, formulate additional details and regulations for carrying out the Plan and
amend, modify or terminate the Plan as from time to time it deems proper and in the best interests
of the Company, provided that after a Change of Control no amendment, modification of or action to
terminate the Plan may be made which would affect compensation earned or accrued prior to such
amendment, modification or termination without the written consent of a majority of Participants
determined as of the day before a Change of Control. Any decision or interpretation adopted by the
Committee shall be final and conclusive. A “Change of Control” means:



     (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 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 Company Voting Securities”); provided,
however, that for purposes of this subsection (1), 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 (3) below; 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



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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, 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 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 Company 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 shareholders of the Company of a complete liquidation or dissolution of
the Company.



     (e) Designation of Beneficiary. Each Participant who has a Deferred Compensation
Account, a Stock Unit Account, or Option under the Plan may designate a beneficiary or
beneficiaries to exercise any Option or to receive any payment which under the terms of the Plan
may become exercisable or payable on or after the Participant’s death. At any time, and from time
to time, any such designation may be changed or cancelled by the Participant without the consent of
any such beneficiary. Any such designation, change or cancellation must be on a form provided for
that purpose by the Committee and shall not be effective until received by the Committee. Such
form may establish other rules as the Committee deems appropriate. If no beneficiary has been
properly designated by a deceased Participant, or if all the designated beneficiaries have
predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant
designates more than one beneficiary, any Options shall be divided among beneficiaries equally, and
any payments under the Plan to such beneficiaries shall be made in equal shares, unless the
Participant has expressly designated otherwise, in which case such Options shall be divided, and
the payments shall be made, in the portions designated by the Participant.



12. GOVERNING LAW




     The validity, construction and effect of the Plan and any such actions taken under or relating
to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable
Federal law.



13. NOTICES




     Unless otherwise notified, all notices under this Plan shall be sent in writing to the
Company, attention Corporate Compensation, P.O. Box 1113, Minneapolis, Minnesota 55440. All
correspondence to the Participants shall be sent to the address which is their recorded address as
listed on the election forms.



14. PLAN TERMINATION




     Upon termination of the Plan, distribution of Deferred Compensation Accounts and Stock Unit
Accounts shall be made as described in Section 9, unless the Committee determines in its sole
discretion that all such amounts shall be distributed upon termination in accordance with the
requirements under Code section 409A.Upon termination of the Plan, no further deferrals of
retainers, Stock Units or dividend equivalent amounts shall be permitted; however, earnings, gains
and losses shall continue to be credited to the Deferred Compensation Account balances in
accordance with Section 6 until the Deferred Compensation Account balances are fully distributed.



15. COMPLIANCE WITH CODE SECTION 409A




     It is intended that this Plan shall comply with the provisions of Code section 409A and the
Treasury regulations relating thereto so as not to subject the Participants to the payment of
additional taxes and interest under Code section 409A. In furtherance of this intent, this Plan
shall be interpreted, operated and administered in a manner consistent with these intentions.




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