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2005 SUPPLEMENTAL RETIREMENT PLAN OF GENERAL MILLS, INC

Addendum or Modifications

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GENERAL MILLS INC

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Title: 2005 SUPPLEMENTAL RETIREMENT PLAN OF GENERAL MILLS, INC
Date: 3/18/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

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Exhibit 10.13

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.

ARTICLE I

INTRODUCTION

     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.

ARTICLE II

DEFINITIONS

     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:

 

(a)

 

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

 

 

(b)

 

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

 

 

(c)

 

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

 

(d)

 

upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

     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:

 

(a)

 

any base salary which was deferred during calendar year 1986;

 

 

(b)

 

any interest or investment increment applied to the amount of the cash award which is deferred; or

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(c)

 

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.

     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:

 

(a)

 

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)

 

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

 

 

(c)

 

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.

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.

ARTICLE III

BENEFITS

     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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