EXHIBIT 10.19
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF
1993
- 1 -
GENERAL MILLS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF
1993
The purpose of the General Mills, Inc. Stock Option
and Long-Term Incentive Plan of 1993 (the “Plan”) is to
attract and retain able employees by rewarding employees of General
Mills, Inc., its subsidiaries and affiliates (defined as entities
in which General Mills, Inc. owns an equity interest of 25% or
more) (collectively, the “Company”) who are responsible
for the growth and sound development of the business of the
Company, and to align the interests of all employees with those of
the stockholders of the Company.
|
2.
|
EFFECTIVE DATE, DURATION AND SUMMARY OF
PLAN
|
|
|
A.
|
Effective Date and Duration
|
This Plan shall become effective as of September 20,
1993, subject to the approval of the stockholders of the Company at
the Annual Meeting on September 20, 1993. Awards may be made under
the Plan until October 1, 1998.
|
|
B.
|
Summary of Option Provisions for
Participants
|
The stock option that will be awarded to employees
under this Plan gives a right to an employee to purchase at a
future date shares of General Mills, Inc. common stock at a fixed
price. As an employee, you will receive an “option
certificate” in your own name, which will contain the term
and other conditions of the option grant. In general, each
certificate will state the number of shares of General Mills that
you can purchase from the Company, the price at which you can
purchase the shares, and the date you can make your purchase. You
will not have any taxable income when you receive the option
certificate.
The price at which you may buy the General Mills
shares will be equal to the market price of the Company shares on
the New York Stock Exchange as of the day the option was awarded to
you. If during the period that you must hold the option certificate
before you can use it, the price of General Mills stock has risen,
you will make a gain on exercising the option certificate equal to
the difference between the price shown on the option certificate
and the market price of General Mills shares on the date you use
your option to buy shares under the terms of the option
certificate. This gain is taxable to you.
You will never be obligated to buy shares of General
Mills if you do not wish to do so. After the necessary holding
period before you can use the certificate, you can continue to hold
the option certificate as an employee for up to ten years and one
month before making the decision whether or not to buy shares of
General Mills. After the full term of ten years and one month, the
rights under the certificate will lapse and cannot then be used by
the employee.
- 2 -
In general, you cannot sell or assign the option
certificate to any other person, and the specific provisions which
cover your rights in the option certificate are covered in the full
text of the Plan.
|
3.
|
ADMINISTRATION OF THE PLAN
|
The Plan shall be administered by the Compensation
Committee (the “Committee”). The Committee shall be
comprised solely of non-employee, independent members of the Board
of Directors (the “Board”) appointed in accordance with
the Company’s Certificate of Incorporation. Subject to the
provisions of Section 14, the Committee shall have authority to
adopt rules and regulations for carrying out the purpose of the
Plan, select the employees to whom Awards will be made
(“Participants”), determine the number of shares to be
awarded and the other terms and conditions of Awards in accordance
with the Plan provisions 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 its duties under the Plan in whole or in
part, on such terms and conditions, to the Chief Executive Officer
and to other senior officers of the Company; provided further, that
only the Committee may select and make other decisions as to Awards
to Participants who are subject to Section 16 of the 1934 Act and
to other executives of the Company. The Committee (or its permitted
delegate) may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to any Award
under the Plan in the manner and to the extent it deems necessary.
Decisions of the Committee (or its permitted delegate) shall be
final, conclusive and binding upon all parties, including the
Company, stockholders and Participants.
|
4.
|
COMMON STOCK SUBJECT TO THE PLAN
|
The shares of common stock of the Company ($.10 par
value) (“Common Stock”) to be issued upon exercise of a
Stock Option, awarded as Restricted Stock, or issued upon
expiration of the restricted period for Restricted Stock Units, may
be made available from the authorized but unissued Common Stock,
shares of Common Stock held in the Company’s treasury, or
Common Stock purchased by the Company 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.
The Committee, in its discretion, may require as a
condition to the grant of Stock Options, Restricted Stock or
Restricted Stock Units (collectively, “Awards”), the
deposit of Common Stock owned by the Participant receiving such
grant, and the forfeiture of such Awards, if such deposit is not
made or maintained during the required holding period or the
applicable restricted period. Such shares of deposited Common Stock
may not be otherwise sold, pledged or disposed of during the
applicable holding period or restricted period. The Committee may
also determine whether any shares issued upon exercise of a Stock
Option shall be restricted in any manner.
- 3 -
Subject to the provisions of the next succeeding
paragraph, the maximum aggregate number of shares of Common Stock
authorized under the Plan for which Awards may be granted under the
Plan is 8,000,000; provided that if during the term of the Plan the
Company repurchases shares of Common Stock, on the open market or
otherwise and in compliance with the rules and regulations of the
Securities and Exchange Commission, additional Awards may be
granted equal to the number of shares repurchased, subject that no
more than 4,000,000 additional shares of Common Stock shall be
authorized for Awards hereunder; and provided further that the
total number of shares of Common Stock that shall be available for
Restricted Stock and Restricted Stock Unit Awards under the Plan
shall be limited to 4% of the total shares authorized for Award
hereunder. The number of shares of Common Stock subject to Stock
Options granted under this Plan to any one Participant shall not
exceed 10% of the total number of shares of Common Stock which may
be issued under this Plan. Upon the expiration, forfeiture,
termination or cancellation, in whole or in part, of unexercised
Stock Options, or forfeiture of Restricted Stock or Restricted
Stock Units, the shares of Common Stock subject thereto shall again
be available for Awards under the Plan.
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 employees of the Company and,
except as expressly approved by the Committee, having three or more
years of service, shall be eligible to receive Awards under the
Plan (“Participants”). No Award shall be made to any
member of the Committee or any other non-employee director of the
Company.
- 4 -
|
6.
|
PURCHASE PRICE OF STOCK OPTIONS
|
The purchase price for each share of Common Stock
issuable under a Stock Option shall not be less than 100% of the
Fair Market Value of the shares of Common Stock 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.
|
7.
|
STOCK OPTION TERM AND TYPE
|
The term of any Stock Option as determined by the
Committee shall not exceed 10 years and one month from the date of
grant and shall expire as of the close of business on the last day
of the designated term, unless terminated earlier under the
provisions of the Plan. Stock Option grants under the Plan shall be
Non-Qualified Stock Options governed by section 83 of the Internal
Revenue Code of 1986, as amended (the
“Code”).
|
8.
|
EXERCISE OF STOCK OPTIONS
|
Except as provided in Sections 12 and 13 (Change of
Control and Termination of Employment), each Stock Option may be
exercised only after five years of the Participant’s
continued employment with the Company.
An optionee exercising a Stock Option shall give
notice to the Company of such exercise and of the number of shares
elected to be purchased prior to 4:30 P.M. CST/CDT on the day of
exercise, which must be a business day at the executive offices of
the Company. At the time of purchase, the Participant shall tender
the full purchase price of the shares purchased. Until such payment
has been made and a certificate or certificates for the shares
purchased has been issued in the Participant’s name, the
Participant shall possess no stockholder rights with respect to
such shares. Payment of such purchase price shall be made to the
Company, subject to any applicable rule or regulation adopted by
the Committee:
|
|
(i)
|
in cash (including check, draft, money order or wire
transfer made payable to the order of the Company);
|
|
|
(ii)
|
through the delivery of shares of Common Stock owned
by the Participant; or
|
|
|
(iii)
|
by a combination of (i) and (ii) above.
|
For determining the amount of the payment, Common
Stock delivered pursuant to (ii) or (iii) shall have a value equal
to the Fair Market Value of the Common Stock on the date of
exercise.
|
9.
|
RESTRICTED STOCK AND RESTRICTED STOCK
UNITS
|
With respect to Awards of Restricted Stock and
Restricted Stock Units, the Committee shall:
|
|
(i)
|
select Participants to whom Awards will be made,
provided that Restricted Stock Units may only be awarded to those
employees of the Company who are employed in a country other than
the United States;
|
- 5 -
|
|
(ii)
|
determine the number of shares of Restricted Stock
or the number of Restricted Stock Units to be awarded;
|
|
|
(iii)
|
determine the length of the restricted period, which
shall be no less than three years;
|
|
|
(iv)
|
determine the purchase price, if any, to be paid by
the Participant for Restricted Stock or Restricted Stock Units;
and
|
|
|
(v)
|
determine any restrictions other than those set
forth in this Section 9.
|
Any shares of Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee deems
appropri
|