2005 SUPPLEMENTAL RETIREMENT
PLAN
OF GENERAL MILLS, INC.
Effective as of
January 1, 2005, General Mills, Inc. hereby amends and
restates the Supplemental Retirement Plan of General Mills, Inc.
and renames this portion of it the “2005 Supplemental
Retirement Plan of General Mills, Inc.” for the exclusive
benefit of its eligible employees. The provisions of this amended
and restated Plan are applicable only to amounts that are not
covered by the terms of the Supplemental Retirement Plan of General
Mills, Inc. (As Grandfathered Effective January 1, 2005),
referred to herein as the “Grandfathered Plan,” because
they were not earned and vested by December 31, 2004. Amounts
earned and vested by December 31, 2004 are covered exclusively
by the terms of the Grandfathered Plan.
This Plan is
intended (1) to comply with Code section 409A and official
guidance issued thereunder, and (2) to be “a plan which
is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees” within the
meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
Notwithstanding any other provision of this Plan, this Plan shall
be interpreted, operated and administered in a manner consistent
with these intentions.
Section 1.1
Name of Plan . The name of the Plan is the “2005
Supplemental Retirement Plan of General Mills, Inc.” It is
also referred to as the “Plan.”
Section 1.2
Effective Date . The effective date of the Plan is
January 1, 2005. The Plan, except as may otherwise be
specifically provided herein, shall not apply to Participants who
separated from active service prior to January 1, 2005; such
Participants shall be governed exclusively by the Plan document in
existence at the time of their separation. Also, this Plan does not
apply to the benefits of any Participant where such benefits were
earned and vested as of December 31, 2004.
Section 2.1
Base Plan shall mean a defined benefit pension plan
sponsored by the Company, which is qualified under the provisions
of Code Section 401.
Section 2.2
Board shall mean the Board of Directors of General Mills,
Inc.
Section 2.3
Change in Control occurs:
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(a)
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upon the acquisition by an
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 (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 an 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 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
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(b)
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if
individuals who, as of a given date, 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 such date whose
election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
or
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(c)
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upon 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
shareholders, 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
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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 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 or 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 or 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
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(d)
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upon approval by the shareholders of
the Company of a complete liquidation or dissolution of the
Company.
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Section 2.4
Code shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.
Section 2.5
Company shall mean General Mills, Inc. and any of its
subsidiaries or affiliated business entities as shall be authorized
to participate in the Plan by the Board, or its
delegate.
Section 2.6
Compensation Committee shall mean the Compensation Committee
of the Board.
Section 2.7
Deferred Cash Award shall mean the cash amount deferred by
an individual under any formal plan of deferred compensation
sponsored by the Company. A Deferred Cash Award shall not
include:
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(a)
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any
base salary which was deferred during calendar year
1986;
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(b)
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any
interest or investment increment applied to the amount of the cash
award which is deferred; or
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(c)
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Any
cash amount deferred by any person under any individual contract or
arrangement with the Company or any of its subsidiaries or
affiliated business entities.
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Section 2.8
ERISA shall mean the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.
Section 2.9
Grandfathered Plan shall mean the Supplemental Retirement
Plan of General Mills, Inc. (As Grandfathered Effective
January 1, 2005) under which benefits were earned and vested
as of December 31, 2004 (within the meaning of Code section
409A and official guidance thereunder).
Section 2.10
Key Employee shall mean an employee treated as a
“specified employee” as of his Separation from Service
under Code section 409A(a)(2)(B)(i) of the Company if the
Company’s stock is publicly traded on an established
securities market or otherwise ( i.e. , a key employee (as
defined in Code section 416(i) without regard to paragraph
(5) thereof)). 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.
Section 2.11
Minor Amendment Committee shall mean the Minor Amendment
Committee appointed by the Compensation Committee, and shall
include said Committee’s delegates.
Section 2.12
“ Maximum Benefit ” shall mean the maximum
annual benefit payable in dollars permitted to be either accrued or
paid to a participant of any Base Plan, as determined under all
applicable provisions of the Code and ERISA, specifically taking
into account the limitations of Code Sections 401(a)(17) and
415, and any applicable regulations thereunder. It is specifically
intended that the Maximum Benefit, as defined herein, shall take
into account changes in the dollar limits under Code sections
401(a)(17) and 415, and benefits payable from this Plan and the
Base Plan shall be adjusted accordingly. In addition, if a Base
Plan limits the accrued benefits of any Participant by restricting
the application of future changes in such dollar limits with
respect to such Participant, benefits payable under this Plan shall
nevertheless be determined on the full amount that would have been
permissible absent such restrictions under the Base
Plan.
Section 2.13
Participant shall mean an individual who is a participant in
the Company’s Executive Incentive Plan or who is eligible to
defer compensation under a formal deferred compensation program
maintained by the Company, and who is:
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(a)
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An
active participant in one or more Base Plans on and after
January 1, 2005 and whose accrued benefits, determined on the
basis of the provisions of such Base Plans without regard to the
Maximum Benefit, would exceed the Maximum Benefit;
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(b)
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An
individual with a Deferred Cash Award, which, if included as
compensation under any Base Plans in which such individual is a
participant, would result in a greater accrued benefit under the
provisions of such Base Plans; or
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(c)
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An
active participant of the General Mills, Inc. Executive Incentive
Plan who is entitled to a vested Pension under a Base Plan and who
is involuntarily terminated prior to attainment of age 55, if the
sum of such individual’s age and length of company service at
the date of termination equals or exceeds 75.
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An eligible
individual shall remain a Participant under this Plan until all
amounts payable on his or her behalf from this Plan have been
paid.
Section 2.14
Separation from Service shall mean a “separation from
service” within the meaning of Code section 409A; provided,
however, for purposes of this determination, a reasonably
anticipated permanent reduction in the level of bona fide services
to 21% or less of the average level of bona fide services provided
in the immediately preceding 36 months shall be deemed to be a
Separation from Service.
Section 2.15
Defined Terms . Capitalized terms which are not defined
herein shall have the meaning ascribed to them in the relevant Base
Plan.
This Article
describes how a Participant’s total benefit under the Plan
and the Grandfathered Plan (if applicable) is calculated. Any
portion of a Participant’s benefit covered by the
Grandfathered Plan will be distributed in accordance with the terms
of the Grandfathered Plan and will not be subject to the
distribution rules of this Article III. The remaining portion
of a Participant’s benefit will be distributed in accordance
with the terms of this Article III.
Section 3.1
Effect of Retirement . Upon the Normal, Early, or Late
Retirement of a Participant, as provided under a Base Plan, such
Participant shall be entitled to a benefit equal to the amount
determined in accordance with the provisions of the Base Plan
without regard to the limitations of the Maximum Benefit, including
as compensation for purposes of such calculation any Deferred Cash
Award (as if actually paid at the time of the award), reduced by
the lesser of the Participant’s actual accrued benefit under
such Base Plan or the Maximum Benefit.
Section 3.2
Spouse’s Pension . Upon the death of a Participant
whose surviving spouse is eligible for a Spouse’s Pension
under a Base Plan, such surviving spouse shall be entitled to a
benefit under this Plan, determined in accordance with the
provisions of the Base Plan without regard to the limitations of
the Maximum Benefit, and including as
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compensation
for purposes of such calculation any Deferred Cash Award (as if
actually paid at the time of the award), reduced by the lesser of
the actual Spouse’s Pension payable under such Base Plan or
the Maximum Benefit.
Section 3.3
Effect of Termination Prior to Retirement Eligibility . If a
Participant terminates employment with the Company and is entitled
to a Vested Deferred Pension under a Base Plan, such
Participant
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