GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
This amends the
General Mills, Inc. 2001 Compensation Plan for Non-Employee
Directors for Internal Revenue Code §409A. This amendment is
part of the Plan as amended from time to time, and is effective as
of January 1, 2005.
Notwithstanding
any other provision of the Plan to the contrary, the following
terms and provisions apply to the Plan, its operations and
Participants, effective as of January 1, 2005 with respect to
amounts subject to Code §409A. Capitalized terms have the
meaning given to them either in the main body of the Plan document
or as defined in this Appendix. Provisions of the Plan not
otherwise dealt with in this Appendix continue to apply and be in
effect, to the extent not inconsistent with Code
§409A.
Paragraph 1. Purpose .
The purpose and intent of this 409A
Appendix is to amend the terms of the Plan to comply with
§409A of the Internal Revenue Code and the rules and
regulations issued pursuant thereto with respect to amounts subject
to §409A. To the extent that such requirements are applicable,
this Plan is intended to comply with the requirements of §409A
and shall be interpreted and administered in accordance with that
intent. If any provision of the Plan or this Appendix would
otherwise conflict with or frustrate this intent, that provision
will be interpreted and deemed amended so as to avoid the conflict.
Further, for purposes of the limitations on nonqualified deferred
compensation under §409A, each payment under this Plan shall
be treated as a separate payment of compensation for purposes of
applying the §409A deferral election rules and the exclusion
from §409A for certain “short-term deferral”
amounts. Certain awards made under this Plan which were earned and
vested (within the meaning of §409A) before January 1,
2005 are intended to be grandfathered from §409A and remain
governed by federal tax law applicable to deferred compensation as
it existed in effect prior to §409A. Accordingly, changes to
the Plan after October 3, 2004 shall not modify the rights of
Participants with respect to deferred amounts that were earned and
vested on or before December 31, 2004. It is further intended
that no “material modification” be made to the Plan, as
that term is used in Treasury Regulations governing §409A,
whether by this amendment or otherwise.
Paragraph 2. Retainers .
Participants may elect the method in
which retainers are paid (lump sum vs. installments), whether such
retainers are paid in the form of cash or shares of Common Stock,
and the timing of such payment (i.e., immediate upon vesting or
deferred) by filing an irrevocable Election Form with the Company
before the calendar year in which a Plan Year begins. Such election
shall be made in conformance with Paragraph 5, below and will
apply to amounts earned during a Plan Year. Retainers become
vested, and are paid at the end of each of the
Company’s
fiscal
quarters. In the absence of an affirmative election to the
contrary, retainers (or the portion not subject to such election)
shall be paid 10 business days following the last day of each
fiscal quarter. 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 compensation for
services to be performed subsequent to the election, to the extent
permitted under §409A. Such an election must be made on an
Election Form within 30 days after the date the non-employee
director first becomes eligible to participate in the
Plan.
For each
Participant who affirmatively elects to defer receipt of his or her
retainers, the Company shall establish a separate account (a
“Deferred Retainer Account”) and credit such deferred
compensation into that Account as of the date the amounts would
otherwise be paid. A separate Deferred Retainer Account shall be
established for each Plan Year a Participant makes such a deferral
election.
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 for each quarterly period during the Plan
Year, or the distribution date chosen on the Election Form, as
applicable. 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 quarterly period
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.
Paragraph 3. No Further Option Gain Deferrals
. Stock option gains may not be
deferred after December 31, 2004. Accounts credited with such
gains prior to January 1, 2005 are “grandfathered”
and subject to the same rules and terms in effect under the Plan at
that time.
Paragraph 4. Stock Units . Each Participant receiving an award of Stock
Units may elect the time and form (whether or not to defer receipt,
and lump
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