EXHIBIT 10.18
GENERAL MILLS, INC.
1990 SALARY REPLACEMENT
STOCK OPTION PLAN
GENERAL MILLS, INC.
1990 SALARY REPLACEMENT STOCK OPTION PLAN
The purpose of the General Mills, Inc. 1990 Salary
Replacement Stock Option Plan (the “Plan”) is to give
key employees of General Mills, Inc. (the “Company”)
and its subsidiaries who are primarily responsible for the
management of the business of the Company the opportunity to
receive stock option grants in lieu of salary increases, and, as to
employees who are not subject to Section 16 of the 1934 Act (each
as hereinafter defined), an opportunity to receive stock option
grants in lieu of certain other compensation and employee benefits
thereby encouraging focus on the growth and profitability of the
Company and its Common Stock.
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2.
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EFFECTIVE DATE OF PLAN
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This Plan shall become effective as of September 17,
1990, subject to the approval of the stockholders of the Company at
the Annual Meeting on September 17, 1990.
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3.
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ADMINISTRATION OF THE PLAN
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The Plan shall be administered by the Compensation
Committee (the “Committee”). The Committee shall be
made up of non-management members of the Board of Directors (the
“Board”) appointed in accordance with the
Company’s Certificate of Incorporation. The Committee shall
have authority to adopt rules and regulations for carrying out the
purpose of the Plan, select the employees to whom grants will be
made (“Optionees”), the number of shares to be optioned
and interpret, construe and implement the provisions of the Plan;
provided that if at any time Rule 16b-3 or any successor rule
(“Rule 16b-3”) under the Securities Exchange Act of
1934, as amended (the “1934 Act”), so permits without
adversely affecting the ability of the Plan to comply with the
conditions for exemption from Section 16 of the 1934 Act (or any
successor provisions) provided by Rule 16b-3, the Committee may
delegate the administration of the Plan in whole or in part, on
such terms and conditions, and to such person or persons as it may
determine in its discretion, as it relates to persons not subject
to Section 16 of the 1934 Act, or any successor provision.
Decisions of the Committee (or its delegate as permitted herein)
shall be final, conclusive and binding upon all parties, including
the Company, stockholders and Optionees.
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4.
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COMMON STOCK SUBJECT TO THE PLAN
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The shares of “Common Stock” of the
Company ($.10 par value) to be issued upon the exercise of a
non-qualified option to purchase Common Stock granted hereunder (an
“Option”) may be made available from the authorized but
unissued Common Stock, shares of Common Stock held in the treasury,
or Common Stock purchased on the open market or
otherwise.
Approval of the Plan by the stockholders of the
Company shall constitute authorization to use such shares for the
Plan, subject to the discretion of the Board or as such discretion
may be delegated to the Committee.
Subject to the provisions of the next succeeding
paragraph, the maximum aggregate number of shares originally
authorized under the Plan for which Options could be granted under
the Plan shall was 3,000,000 shares. As of June 1, 1992, and
subject to the provisions of the next succeeding paragraph, there
remain 4,493,000 shares authorized to be issued under the Plan (as
adjusted for stock splits). If an Option granted under the Plan is
terminated without having been exercised in full, the unpurchased
or forfeited shares or rights to receive shares shall become
available for grant to other employees.
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.
Only persons who are officers or key employees of
the Company or a subsidiary shall be eligible to receive grants
under the Plan. No grant shall be made to any member of the
Committee or any other non-employee director.
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6.
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PURCHASE PRICE OF SALARY STOCK
OPTIONS
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The purchase price for each share of Common Stock
issuable under an Option shall not be less than 100 percent of the
Fair Market Value of the Shares of Common Stock of the Company
subject to such option on the date of grant. “Fair Market
Value” as used in the Plan shall equal the closing price of
the Common Stock on the New York Stock Exchange on the applicable
date.
The term of each Option grant as determined by the
Committee shall not exceed ten (10) years and one (1) month from
the date of that grant and shall expire as of the last day of the
designated term, unless terminated earlier under the provisions of
the Plan.
Option grants will be Non-Qualified Stock Options
governed by Section 83 of the Internal Revenue Code of 1986, as
amended (the “Code”) or any successor
provision.
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9.
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NON-TRANSFERABILITY OF OPTIONS
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No Option granted under this Plan shall be
transferable by the Optionee otherwise than by the Optionee’s
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