exv10w1






Exhibit 10.1




GENERAL MILLS, INC.




1998 SENIOR MANAGEMENT STOCK PLAN




	1.	 	PURPOSE OF THE PLAN
	 
	 	 	The purpose of the General Mills, Inc. 1998 Senior Management Stock Plan (the “Plan”) is
to attract and retain able employees 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”) who are responsible
for the growth and sound development of the business of 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 28, 1998, subject to the approval of the
stockholders of the Company at the Annual Meeting on September 28, 1998. No Awards were
made under the Plan after September 22, 2003.
	 
	3.	 	ELIGIBLE PERSONS
	 
	 	 	Only persons who are employees of the Company shall be eligible to receive grants of
Stock Options (defined below) under the Plan. The Compensation Committee of the
Company’s Board of Directors (the “Committee”) shall administer the Plan, in accordance
with Section 12, and shall exercise the power to determine and designate, from time to
time, from among the employees, those who will be granted Stock Options under the Plan
and become “Participants” in the Plan.
	 
	4.	 	AWARD TYPE
	 
	 	 	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. 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. “Fair Market Value” shall
equal the closing price of the Common Stock on the New York Stock Exchange on the date of
grant.
	 
	5.	 	STOCK OPTION TERM AND TYPE
	 
	 	 	Stock Options granted under the Plan may be either Non-Qualified Stock Options governed
by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) or Incentive
Stock Options described in Section 422(b) of the Code. The term of any Stock Option
granted under the Plan shall be determined by the Committee, provided that the term of a
Non-Qualified Stock Option shall not exceed 10 years and one month and the term of an
Incentive Stock Option shall not exceed 10 years. The maximum number of shares that may
be issued by Incentive Stock Options granted under the Plan is 15,000,000.
	 
	6.	 	COMMON STOCK SUBJECT TO THE PLAN






	 	a)	 	Maximum Shares Available for Delivery. Subject to Section 6(c),
the maximum number of shares of Common Stock available for issuance to Participants
under the Plan shall be equal to the sum of:






	 	(i)	 	12,600,000;




 









 






	 	(ii)	 	2,400,000, being the number of shares of Common Stock still
available for grants under the Company’s 1993 Stock Option and Long-Term
Incentive Plan as of the effective date of this Plan; and
	 
	 	(iii)	 	any shares of Common Stock subject to Stock Options granted under
any prior stockholder – approved plan of the Company adopted prior to the
effective date of this Plan which are forfeited, expire or are cancelled without
the delivery of Common Stock.






	 	 	 	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.
	 
	 	 	 	Further, 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, 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.
	 
	 	b)	 	Other Share Limits. The number of shares of Common Stock subject
to Stock Options granted under the Plan to any one Participant shall not exceed
5,000,000.
	 
	 	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)	 	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.
	 
	 	(ii)	 	To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Common 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)	 	The Committee, in its discretion, may require as a condition to the grant
of Stock Options, 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, pledged 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.




 









 












	7.	 	EXERCISE OF STOCK OPTIONS






	 	a)	 	Exercise. Except as provided in Sections 10 and 11 (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, and only after three years of the
Participant’s continued employment with the Company following the date of the Stock
Option grant.
	 
	 	 	 	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.
	 
	 	b)	 	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.
	 
	 	c)	 	Deferrals. Prior to January 1, 2005, 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. Stock option gains may not be deferred after December 31, 2004.






	8.	 	TRANSFERABILITY OF STOCK OPTIONS
	 
	 	 	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.
	 
	9.	 	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.
	 
	10.	 	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 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 5,
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 and any such deposited stock shall be promptly returned to the Participant.




 









 






	11.	 	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 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.
	 
	 	b)	 	Other Termination. If the Participant’s employment by the
Company terminates for any reason other than specified in Sections 10, 11 (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 in
accordance with the schedules established at the time of grant. 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 shall become exercisable 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 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.






	 	c)	 	Death. If a Participant dies while employed by the Company, any
Stock Option previously granted under this Plan may be exercised by the person(s)
authorized in accordance with Section 12(e) of this Plan. Any outstanding Stock
Options granted on or after June 1, 2002, which, as of the date of death, are not
yet exercisable, shall fully vest and together with all other previously vested
outstanding Stock Options shall be exercisable upon a Participant’s death for the
remaining full term of the Options. Any outstanding Stock Options granted prior to
June 1, 2002 shall vest and become exercisable in a pro-rata amount, based on the
full months of employment completed during the full vesting period of the Stock
Options from the date of grant to the date of death for the remaining full term of
the Options.
	 
	 	d)	 	Retirement. The Committee shall determine, at the time of grant,
the treatment of the Stock Option upon the retirement of the Participant. Unless
other terms are specified in the original Stock Option 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.
	 
	 	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
Stock Options under the Plan.




 









 












	12.	 	ADMINISTRATION OF THE PLAN






	 	a)	 	Administration. The authority to control and manage the
operations and administration of the Plan shall be vested in Committee in accordance
with this Section 12.
	 
	 	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 Stock Options, to determine the time or times of
receipt, to determine the types of grants (including status as Non-Qualified or
Incentive Stock Options) and the number of shares covered by the grants, to
establish the terms, conditions, performance criteria, restrictions, and other
provisions of such grants, and (subject to the restrictions imposed by Section
13) to cancel or suspend grants. 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.






	 	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.
	 
	 	e)	 	Designation of Beneficiary. Each Participant to whom an Award
has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any Award which under the terms of the Plan and the relevant Award
Agreement may become exercisable 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 payments under the Plan to
such beneficiaries shall be made in equal shares designated by the Participant.






	13.	 	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 of the Company which would:




 









 












	 	(i)	 	materially increase the number of shares which may be issued under
the Plan;
	 
	 	(ii)	 	permit granting of Stock Options at less than Fair Market Value;
	 
	 	(iii)	 	except as provided in Section 6, permit the repricing of
outstanding Stock Options; and
	 
	 	(iv)	 	amend the maximum shares set forth in Section 6(b) which may be
annually granted as Stock Options 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 Stock Option without the consent
of the Participant. There is no obligation for uniformity of treatment of Participants
under the Plan.
	 
	14.	 	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 Stock Options under the Plan.
	 
	15.	 	NOTICE
	 
	 	 	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