SUPPLEMENTAL RETIREMENT
PLAN
Effective as of
January 1, 2005, General Mills, Inc. hereby amends and
restates the Supplemental Retirement Plan of General Mills, Inc.
for the exclusive benefit of its eligible employees. This is the
plan document from which benefits earned and vested (within the
meaning of Code section 409A and official guidance thereunder)
before January 1, 2005 are paid. Benefits earned, or which
become vested, thereafter are not paid from this Plan.
The Plan is
intended 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
“Supplemental Retirement Plan of General Mills, Inc.”
It is also referred to as the “Plan.”
Section 1.2
Effective Date and Applicability . The effective date of the
Plan is January 1, 1976. This restatement of 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 any person who did
not have a non-forfeitable right to benefits as of
December 31, 2004.
Section 1.3
Grandfather Status . It is intended that this Plan not be
subject to Code section 409A. This amended and restated Plan is
intended to preserve the terms of the Plan as they existed on
October 3, 2004 without any “material
modifications” within the meaning of Code section 409A and
official guidance thereunder.
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. With respect to any Participant in this
Plan where, as of June 1, 1991, the sum of such
individual’s age
and length of
Company service equals or exceeds 65, Base Plan shall mean the
provisions of such plan as were in effect on December 31,
1988, and benefits under this Plan shall be determined as if such
provisions had continued in effect until the date of the
Participant’s termination or retirement from the Company.
With respect to any Participant in this Plan where, as of
June 1, 1991, the sum of such individual’s age and
Company service is less than 65, Base Plan shall mean the
provisions of such Plan as are in effect on the date of such
Participant’s termination or retirement from the
Company.
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
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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 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.
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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
409A Plan shall mean the 2005 Supplemental Retirement Plan
of General Mills, Inc. under which benefits either were earned or
vested after December 31, 2004 (within the meaning of Code
section 409A and official guidance thereunder).
Section 2.10
Minor Amendment Committee shall mean the Minor Amendment
Committee appointed by the Compensation Committee, and shall
include said Committee’s delegates.
Section 2.11
“ 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 2.12
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, 1976 and whose accrued benefits, determined on the
basis of the
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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;
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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; or
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(d)
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An
individual who participates in the Retirement Income Plan of
General Mills, Inc., where the sum of such individual’s age
and length of Company service as of June 1, 1991 equals or
exceeds 65, and who would have been entitled to a greater benefit
under the provisions of the RIP at the time of his or her
retirement from the Company had he or she not been considered a
“highly compensated employee” for any period on or
after January 1, 1989.
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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.
Notwithstanding
any other provision of this Section 2.12, no individual who
was not a Participant on or before December 31, 2004, and no
individual who did not have a non-forfeitable benefit under one or
more Base Plans on December 31, 2004, shall become a
Participant after such date. Participants whose benefits under the
Plan were not non-forfeitable as of December 31, 2004 shall
have such benefits they are entitled to paid from the 409A
Plan.
Section 2.13.
Defined Terms . Capitalized terms which are not defined
herein shall have the meaning ascribed to them in the relevant Base
Plan.
Section 3.1
Effect of Retirement . Upon the Normal, Early, Late or
Disability 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.
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If the Participant
received a partial prepayment as described in Section 3.10,
benefits payable under this Section shall be adjusted as provided
in Section 3.11.
Benefits under
this Section are limited as provided in
Section 3.14.
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 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.
If the Participant
received a partial prepayment as described in Section 3.10,
benefits payable under this Section shall be adjusted as provided
in Section 3.11.
Benefits under
this Section are limited as provided in
Section 3.14.
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
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.
If the Participant
received a partial prepayment as described in Section 3.10,
benefits payable under this Section shall be adjusted as provided
in Section 3.11.
Benefits under
this Section are limited as provided in
Section 3.14.
Section 3.4
Benefits Prior to Separation from Service . Prior to a
Participant’s separation from service due to Retirement,
termination or death, benefits shall accrue under this Plan, based
on the Participant’s actual accrued benefit under a Base Plan
or Plans, the Maximum Benefit and Deferred Cash Awards, if any. A
Participant’s benefit under this Plan may increase or
decrease, before or after Retirement or termination, as a result of
changes in the formula under any Base Plan, the Maximum Benefit, or
changes in the earnings used to calculate benefits under a Base
Plan formula.
Any benefit
accrued under this Plan as a result of a Participant’s
Deferred Cash Award shall be payable only if, and to the extent
that on the date of his or her termination of employment, both of
the following conditions are satisfied:
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(a) The
Participant has a vested accrued benefit under the applicable Base
Plan; and
(b) A
Deferred Cash Award was made during a year which is used in the
calculation of Final Average Earnings under this Plan on the date
of termination.
If the Participant
received a partial prepayment as described in Section 3.10,
benefits payable under this Section shall be adjusted as provided
in Section 3.11.
Benefits under
this Section are limited as provided in
Section 3.14.
Section 3.5
Effect of Involuntarv Termination of EIP Participants Prior to
Retirement Eligibility . In the event of the involuntary
termination of an active Participant of the General Mills, Inc.
Executive Incentive Plan, where the sum of such Participant’s
age and years of service with the Company equals or exceeds 75 at
the date of termination, and who is entitled to a Vested Deferred
Pension under a Base Plan, the provisions of this Section shall
apply. Subject to the aggregate limits of Section 4.4, such
Participant shall be entitled to receive benefits determined under
this Section, in addition to any benefit provided under
Section 3.3. Such additional benefits shall be in the form of
a retirement supplement, calculated as the difference between an
Early Retirement Pension under the provisions of such Base Plan and
a Vested Deferred Pension under such Base Plan. For purposes of
clarification, no additional age or service credit is granted
hereunder, and benefits may not commence prior to the time allowed
under Section 3.8.
If the Participant
received a partial prepayment as described in Section 3.10,
benefits payable under this Section shall be adjusted as provided
in Section 3.11.
Benefits under
this Section are limited as provided in
Section 3.14.
Section 3.6
Effect of Termination of the General Mills Pension Plan. In
the event of the termination of the General Mills Pension Plan
within five years after a Change in Control each Participant of
said plan whose benefits would then exceed the Maximum Benefit as a
result of the changes required under Section 11.4 of said
p
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