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Agreement and Plan of Merger
Agreement and Plan of Merger (319K)
Doc #444063: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
INTERNATIONAL MULTIFOODS CORPORATION,
MIX ACQUISITION CORPORATION
and
THE J. M. SMUCKER COMPANY
Dated as of March 7, 2004
TABLE OF CONTENTS
PAGE
. . .
444063
|
General Mills
As referenced in this Agreement and Plan of Merger:
General Mills, Inc – Owned Intellectual Property so as to not
materially adversely affect the validity or enforceability of the
Owned Intellectual Property; and (B) with respect to the Licensed
Intellectual Property licensed from General Mills, Inc . and The
Pillsbury Company to Company or the Company Subsidiaries, the
Company or one of the Company Subsidiaries, as the case may be, has
taken all reasonably prudent actions,
_____________
General Mills, Inc – Company Subsidiaries, the
Company or one of the Company Subsidiaries, as the case may be, has
taken all reasonably prudent actions, within the constraints of the
applicable license agreement from General Mills, Inc . and The
Pillsbury Company, necessary to maintain and protect such Licensed
Intellectual Property so as to not materially adversely affect the
validity or enforceability of such Licensed Intellectual Property.
(
_____________
dt 1521821
;
|
 Wells Fargo Bank
As referenced in this Agreement and Plan of Merger:
Wells Fargo Bank
Minnesota, N.A. – Agreement. Each share of Company Common Stock carries with it an
associated share purchase right (collectively, the "COMPANY RIGHTS") issued
pursuant to the Share Rights Agreement between the Company and Wells Fargo Bank
Minnesota, N.A. , as Rights Agent, dated as of September 15, 2000 (the "COMPANY
RIGHTS AGREEMENT"), which entitles the holder thereof to purchase, on the
occurrence of certain events, Company Common Stock
_____________
dt 1526525
;
 Faegre & Benson
As referenced in this Agreement and Plan of Merger:
Faegre & Benson – c) Opinions Regarding Tax Treatment. Parent and the Company shall
cooperate with each other in obtaining the opinions of Jones Day, counsel to
Parent, for the benefit of Parent, and Faegre & Benson LLP, counsel to the
Company, for the benefit of the Company's shareholders, respectively, dated on
or about the date the Proxy Statement is first mailed to shareholders of the
_____________
Faegre
& Benson – a party to such
reorganization within the meaning of Section 368(b) of the Code. In connection
therewith, each of Parent and the Company shall deliver to Jones Day and Faegre
& Benson LLP customary representation letters in form and substance reasonably
satisfactory to such counsel, and at such time or times that may be reasonably
requested by such law firms (the representation
_____________
Faegre & Benson – all material respects all obligations
required to be performed by it under this Agreement at or prior to the Closing
Date.
(c) Tax Opinion. The Company must have received from Faegre & Benson LLP,
counsel to the Company, an opinion dated on or about the date the Proxy
Statement is first mailed to shareholders of the Company and Parent and updated
as of
_____________
Faegre & Benson – notice):
if to the Company, to:
International Multifoods Corporation
110 Cheshire Lane, Suite 300
Minnetonka, Minnesota 55305-1060
Telecopy No.: (952) 594-3367
Attention: General Counsel
with a copy to:
Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Telecopy No.: (612) 766-1600
Attention: Philip S. Garon
if to Parent, to:
The J. M. Smucker Company
_____________
dt 1375695
|
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Subscribers | 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (277K)
Doc #450711: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC.,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
TABLE OF CONTENTS
Page
. . .
450711
|
General Mills
As referenced in this Agreement and Plan of Merger:
GENERAL MILLS, INC – TYPE}EX-99.(A)
{SEQUENCE}3
{FILENAME}exh-a.txt
{DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXHIBIT (a)
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC .,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Certain Definitions............................................................2
ARTICLE II
The Merger; Closing...........................................................10
Section
_____________
General Mills, Inc – 2.14 Balance Sheet Report
-v-
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July
16, 2000, is by and among General Mills, Inc ., a Delaware corporation ("General
Mills"), General Mills North American Businesses, Inc., a Delaware corporation
and wholly owned subsidiary of General Mills ("Merger Sub"), Diageo plc, a
public limited company
_____________
General Mills (inc – the Merger, the Subsidiary Purchases or any other transaction
contemplated by this Agreement or the Ancillary Agreements, divest such plants,
assets or businesses of the Business Entities and/or of General Mills (inc luding
entering into customary ancillary agreements on commercially reasonable terms
relating to any such divestiture of such plants, assets or businesses) as may be
required in order to (x) avoid
_____________
General Mills, Inc – address and to the attention of such other person as Diageo may
designate by written notice to General Mills. Notices to General Mills or Merger
Sub shall be addressed to:
General Mills, Inc .
Number One General Mills Blvd.
Minneapolis, Minnesota 55426
Attn.: General Counsel
Telecopy No.: (763) 764-3302
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
_____________
GENERAL MILLS, INC – or law or in equity.
71
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.
GENERAL MILLS, INC .
By: /s/ Stephen W. Sanger
-------------------------------------------
Name: Stephen W. Sanger
Title: Chairman and Chief Executive Officer
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.
By: /s/ James A. Lawrence
-------------------------------------------
Name: James A.
_____________
dt 1521846
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Day, the "Adjustment Payment Date"), and
shall bear interest from (and including) the Closing Date through (and
including) the date of payment at the publicly announced prime interest rate of
Citibank, N.A. in effect from time to time for unsecured short-term commercial
loans. Any increase in the Purchase Price made pursuant to Section 2.14(d) shall
be paid by
_____________
Citibank, N.A. – the amount of the increase (which shall bear interest from (and
including) the Closing Date through (and including) the date of payment at the
publicly announced prime interest rate of Citibank, N.A. in effect from time to
time for unsecured short-term commercial loans) divided by (ii) the Market Value
on the Adjustment Payment Date.
ARTICLE III
Representations and Warranties of
_____________
dt 1478560
;
Diageo
As referenced in this Agreement and Plan of Merger:
DIAGEO PLC
– txt
{DESCRIPTION}MERGER AGREEMENT
{TEXT}
EXHIBIT (a)
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC.,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Certain Definitions............................................................2
ARTICLE II
The Merger; Closing...........................................................10
Section 2.1. Time and Place of Closing......................................10
_____________
Diageo plc, – is by and among General Mills, Inc., a Delaware corporation ("General
Mills"), General Mills North American Businesses, Inc., a Delaware corporation
and wholly owned subsidiary of General Mills ("Merger Sub"), Diageo plc, a
public limited company incorporated under the laws of England and Wales
("Diageo"), and The Pillsbury Company, a Delaware corporation and indirect
wholly owned subsidiary of Diageo ("Pillsbury"). Unless
_____________
Diageo plc
– extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Diageo or Pillsbury shall be
addressed to:
Diageo plc
8 Henrietta Place
London England W1M9AG
Attn.: Group General Counsel
Telecopy No.: 011-44207-927-4864
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York
_____________
DIAGEO plc
– Sanger
-------------------------------------------
Name: Stephen W. Sanger
Title: Chairman and Chief Executive Officer
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.
By: /s/ James A. Lawrence
-------------------------------------------
Name: James A. Lawrence
Title: Executive Vice President
DIAGEO plc
By: /s/ Paul S. Walsh
-------------------------------------------
Name: Paul S. Walsh
Title: Group Chief Operating Officer
THE PILLSBURY COMPANY
By: /s/ Paul S. Walsh
-------------------------------------------
Name: Paul S. Walsh
Title: Chairman of
_____________
dt 1324575
;
|
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Day, the "Adjustment Payment Date"), and
shall bear interest from (and including) the Closing Date through (and
including) the date of payment at the publicly announced prime interest rate of
Citibank, N.A. in effect from time to time for unsecured short-term commercial
loans. Any increase in the Purchase Price made pursuant to Section 2.14(d) shall
be paid by
_____________
Citibank, N.A. – the amount of the increase (which shall bear interest from (and
including) the Closing Date through (and including) the date of payment at the
publicly announced prime interest rate of Citibank, N.A. in effect from time to
time for unsecured short-term commercial loans) divided by (ii) the Market Value
on the Adjustment Payment Date.
ARTICLE III
Representations and Warranties of
_____________
dt 1478560
;
Merrill Lynch
As referenced in this Agreement and Plan of Merger:
Merrill, Lynch & Co – par value
$.10 per share, of General Mills, and the associated Rights issued pursuant to
the General Mills Rights Agreement.
"General Mills Financial Advisors" shall mean Evercore Partners Inc.
and Merrill, Lynch & Co . Incorporated.
"General Mills Intellectual Property Rights" means all material
Intellectual Property Rights owned or licensed and used or held for use by
General Mills or any of its Subsidiaries.
"
_____________
dt 1467755
;
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Agreement and Plan of Merger
Agreement and Plan of Merger (280K)
Doc #450871: Click preview link for longer preview.
CONFORMED COPY
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC.,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
TABLE OF . . .
450871
|
General Mills
As referenced in this Agreement and Plan of Merger:
GENERAL MILLS, INC – 2
{FILENAME}0002.txt
{DESCRIPTION}AGREEMENT AND PLAN OF MERGER
{TEXT}
Exhibit 10.1
CONFORMED COPY
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC .,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Certain Definitions............................................................2
ARTICLE II
The Merger; Closing...........................................................10
Section
_____________
General Mills, Inc – 11.9. Specific Performance........................................72
-iv-
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July
16, 2000, is by and among General Mills, Inc ., a Delaware corporation ("General
Mills"), General Mills North American Businesses, Inc., a Delaware corporation
and wholly owned subsidiary of General Mills ("Merger Sub"), Diageo plc, a
public limited company
_____________
General Mills (inc – the Merger, the Subsidiary Purchases or any other transaction
contemplated by this Agreement or the Ancillary Agreements, divest such plants,
assets or businesses of the Business Entities and/or of General Mills (inc luding
entering into customary ancillary agreements on commercially reasonable terms
relating to any such divestiture of such plants, assets or businesses) as may be
required in order to (x) avoid
_____________
General Mills, Inc – address and to the attention of such other person as Diageo may
designate by written notice to General Mills. Notices to General Mills or Merger
Sub shall be addressed to:
General Mills, Inc .
Number One General Mills Blvd.
Minneapolis, Minnesota 55426
Attn.: General Counsel
Telecopy No.: (763) 764-3302
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
_____________
GENERAL MILLS, INC – or law or in equity.
-72-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first written above.
GENERAL MILLS, INC .
By: /s/ Stephen W. Sanger
Name: Stephen W. Sanger
Title: Chairman and Chief Executive
Officer
GENERAL MILLS NORTH AMERICAN BUSINESSES,
INC.
By: /s/ James A. Lawrence
Name: James A.
_____________
dt 1521859
;
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Day, the "Adjustment Payment Date"), and
shall bear interest from (and including) the Closing Date through (and
including) the date of payment at the publicly announced prime interest rate of
Citibank, N.A. in effect from time to time for unsecured short-term commercial
loans. Any increase in the Purchase Price made pursuant to Section 2.14(d) shall
be paid by
_____________
Citibank, N.A. – the amount of the increase (which shall bear interest from (and
including) the Closing Date through (and including) the date of payment at the
publicly announced prime interest rate of Citibank, N.A. in effect from time to
time for unsecured short-term commercial loans) divided by (ii) the Market Value
on the Adjustment Payment Date.
ARTICLE III
Representations and Warranties of
_____________
dt 1478561
;
Diageo
As referenced in this Agreement and Plan of Merger:
DIAGEO PLC
– MERGER
{TEXT}
Exhibit 10.1
CONFORMED COPY
AGREEMENT AND PLAN OF MERGER
Dated as of July 16, 2000
BY AND AMONG
GENERAL MILLS, INC.,
GENERAL MILLS NORTH AMERICAN BUSINESSES, INC.,
DIAGEO PLC
and
THE PILLSBURY COMPANY
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
Certain Definitions............................................................2
ARTICLE II
The Merger; Closing...........................................................10
Section 2.1. Time and Place of Closing...................................10
_____________
Diageo plc, – is by and among General Mills, Inc., a Delaware corporation ("General
Mills"), General Mills North American Businesses, Inc., a Delaware corporation
and wholly owned subsidiary of General Mills ("Merger Sub"), Diageo plc, a
public limited company incorporated under the laws of England and Wales
("Diageo"), and The Pillsbury Company, a Delaware corporation and indirect
wholly owned subsidiary of Diageo ("Pillsbury"). Unless
_____________
Diageo plc
– extent receipt is confirmed,
telecopy, telefax or other electronic transmission service to the appropriate
address or number as set forth below. Notices to Diageo or Pillsbury shall be
addressed to:
Diageo plc
8 Henrietta Place
London England W1M9AG
Attn.: Group General Counsel
Telecopy No.: 011-44207-927-4864
-70-
{PAGE}
with a copy to:
Sullivan & Cromwell
125 Broad Street
New York,
_____________
DIAGEO plc
– Sanger
Name: Stephen W. Sanger
Title: Chairman and Chief Executive
Officer
GENERAL MILLS NORTH AMERICAN BUSINESSES,
INC.
By: /s/ James A. Lawrence
Name: James A. Lawrence
Title: Executive Vice President
DIAGEO plc
By: /s/ Paul S. Walsh
Name: Paul S. Walsh
Title: Group Chief Operating
Officer
THE PILLSBURY COMPANY
By: /s/ Paul S. Walsh
Name: Paul S. Walsh
Title: Chairman of
_____________
dt 1324578
;
|
Citibank
As referenced in this Agreement and Plan of Merger:
Citibank, N.A. – Day, the "Adjustment Payment Date"), and
shall bear interest from (and including) the Closing Date through (and
including) the date of payment at the publicly announced prime interest rate of
Citibank, N.A. in effect from time to time for unsecured short-term commercial
loans. Any increase in the Purchase Price made pursuant to Section 2.14(d) shall
be paid by
_____________
Citibank, N.A. – the amount of the increase (which shall bear interest from (and
including) the Closing Date through (and including) the date of payment at the
publicly announced prime interest rate of Citibank, N.A. in effect from time to
time for unsecured short-term commercial loans) divided by (ii) the Market Value
on the Adjustment Payment Date.
ARTICLE III
Representations and Warranties of
_____________
dt 1478561
;
Merrill Lynch
As referenced in this Agreement and Plan of Merger:
Merrill, Lynch & Co – par value
$.10 per share, of General Mills, and the associated Rights issued pursuant to
the General Mills Rights Agreement.
"General Mills Financial Advisors" shall mean Evercore Partners Inc.
and Merrill, Lynch & Co . Incorporated.
"General Mills Intellectual Property Rights" means all material
Intellectual Property Rights owned or licensed and used or held for use by
General Mills or any of its Subsidiaries.
"
_____________
dt 1467756
;
More... |
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Subscribers | 2004 | |
General Mills
As referenced in this Agreement and Plan of Merger:
General Mills, Inc – Owned Intellectual Property so as to not
materially adversely affect the validity or enforceability of the Owned
Intellectual Property; and (B) with respect to the Licensed Intellectual
Property licensed from General Mills, Inc . and The Pillsbury Company to Company
or the Company Subsidiaries, the Company or one of the Company Subsidiaries, as
the case may be, has taken all reasonably prudent actions,
_____________
General Mills, Inc – Company Subsidiaries, the Company or one of the Company Subsidiaries, as
the case may be, has taken all reasonably prudent actions, within the
constraints of the applicable license agreement from General Mills, Inc . and
The Pillsbury Company, necessary to maintain and protect such Licensed Intellectual
Property so as to not materially adversely affect the validity or
enforceability of such Licensed Intellectual Property.
(
_____________
dt 1680480
;
|
Wells Fargo Bank
As referenced in this Agreement and Plan of Merger:
Wells
Fargo Bank Minnesota, N.A. – share of Company Common Stock carries with it an associated share
purchase right (collectively, the “Company Rights”)
issued pursuant to the Share Rights Agreement between the Company and Wells
Fargo Bank Minnesota, N.A. , as Rights Agent, dated as of September 15, 2000
(the “Company Rights Agreement”),
which entitles the holder thereof to purchase, on the occurrence of certain
events, Company
_____________
dt 1681050
|
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Subscribers | 2003 |
Compensation Plan for Non-Employee Directors [2001]
Compensation Plan for Non-Employee Directors [2001] (41K)
Doc #450365: Click preview link for longer preview.
GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of September 24, 2001,
Amended May 17, 2002 and Amended December 13, 2002
{PAGE}
GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of the General Mills, Inc. 2001 Compensation Plan for
Non-Employee Directors (the "Plan") is to provide a compensation program which
will attract and retain qualified individuals not employed by General Mills,
Inc. or its subsidiaries (the "Company") to serve on the Board of Directors of
the Company (the "Board") and to further align the interests of non-employee
directors with those of the stockholders by providing that a portion of
compensation will be linked directly to increases in stockholder value.
2. EFFECTIVE DATE, DURATION OF PLAN
This Plan shall become effective as of September 24, 2001, subject to
the approval of the Plan by the stockholders. The Plan will terminate on
September 30, 2006 or such earlier date as determined by the Board or the
Compensation Committee of the Board (the "Committee"); provided that no such
termination shall affect rights earned or accrued under the Plan prior to the
date of termination.
3. PARTICIPATION
Each member of the Board who is not an employee of the Company at the
date compensation is earned or accrued shall be eligible to participate in the
Plan unless prohibited from participating by the terms of their employment.
4. COMMON STOCK SUBJECT TO THE PLAN
a) General. The common stock to be issued under this Plan is Company
common stock ("Common Stock") ($.10 par value) to 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. Subject to
the provisions of the next succeeding paragraphs, the maximum aggregate number
of shares authorized to be issued under the Plan shall be 700,000.
If any Option (defined below) is exercised by tendering Common Stock, either
actually or by attestation, to the Company as full or partial payment in
connection with the exercise of an Option under the Plan, only the number of
shares of Common Stock issued net of the Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares available for
grants under the Plan. Upon forfeiture or termination of Stock Units prior to
vesting, the shares of Common Stock subject thereto shall again be available for
awards under the Plan.
{PAGE}
b) Adjustments for Corporate Transactions. The Committee may determine
that a corporate transaction has occurred affecting the Common Stock such that
an adjustment or adjustments to outstanding awards is required to preserve (or
prevent enlargement of) the benefits or potential benefits intended at the time
of grant. 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 transaction. In the event of such a corporate
transaction, the Committee may, in such manner as the Committee deems equitable,
adjust (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; and (iii) 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.
5. ANNUAL RETAINER
a) General. Each non-employee director shall be entitled to receive an
annual retainer as shall be determined from time to time by the Board. Each
non-employee director of the Company shall elect by written notice to the
Company on or before each annual stockholders' meeting how he or she shall
participate in the compensation alternative provisions of the Plan. Any
combination of the alternatives -- Cash, Deferred Cash and/or Common Stock --
may be elected, provided the aggregate of the alternatives elected equals one
hundred percent of the non-employee director's compensation at the time of the
election. The election shall remain in effect for a one-year period which shall
begin the day of the annual stockholders' meeting and terminate the day before
the succeeding annual stockholders' meeting (hereinafter "Plan Year"). The Plan
Year shall include four plan quarters (hereinafter "Plan Quarters"). Plan
quarters shall correspond to the Company's fiscal quarters. A director elected
to the Board at a time other than the annual stockholders' meeting may elect, by
written notice to the Company before such director's first attendance at a Board
meeting, to participate in the compensation alternatives for the remainder of
that Plan Year, and elections for succeeding years shall be on the same basis as
other directors. Periodically, the Company shall supply to each participant an
account statement of participation under the Plan.
b) Cash Alternative. Each non-employee director who elects to receive
cash compensation under the Plan shall be paid all or the specified percentage
of his or her compensation for the Plan Year in cash, and such cash payment
shall be made as of the end of each Plan Quarter. If a participant dies during a
Plan Year, the balance of the amount due to the date of the participant's death
shall be payable in full to such participant's designated beneficiary, or, if
none, the estate as soon as practicable following the date of death.
450365
|
General Mills
As referenced in this Compensation Plan for Non-Employee Directors [2001]:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.23
{SEQUENCE}6
{FILENAME}genmills033128_ex10-23.txt
{TEXT}
EXHIBIT 10.23
GENERAL MILLS, INC .
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of September 24, 2001,
Amended May 17, 2002 and Amended December 13, 2002
{PAGE}
GENERAL MILLS, INC.
2001 COMPENSATION PLAN
_____________
GENERAL MILLS, INC – TEXT}
EXHIBIT 10.23
GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
Effective as of September 24, 2001,
Amended May 17, 2002 and Amended December 13, 2002
{PAGE}
GENERAL MILLS, INC .
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of the General Mills, Inc. 2001 Compensation Plan for
Non-Employee Directors (the "Plan") is to provide a
_____________
General Mills, Inc – of September 24, 2001,
Amended May 17, 2002 and Amended December 13, 2002
{PAGE}
GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of the General Mills, Inc . 2001 Compensation Plan for
Non-Employee Directors (the "Plan") is to provide a compensation program which
will attract and retain qualified individuals not employed by General Mills,
Inc. or
_____________
General Mills,
Inc – of the General Mills, Inc. 2001 Compensation Plan for
Non-Employee Directors (the "Plan") is to provide a compensation program which
will attract and retain qualified individuals not employed by General Mills,
Inc . or its subsidiaries (the "Company") to serve on the Board of Directors of
the Company (the "Board") and to further align the interests of non-employee
directors with those
_____________
General Mills, Inc – Interest shall be credited to each such account based
on the rate earned by the fund or funds selected by
the participant from among funds or portfolios
established under the General Mills, Inc . Savings
Plan or any other qualified benefit plan maintained
by the Company which the Minor Amendment Committee,
or its delegate, in its discretion, may from time to
time establish.
(
_____________
dt 1521832
;
|
Wells Fargo Bank
As referenced in this Compensation Plan for Non-Employee Directors [2001]:
Wells Fargo Bank Minnesota, N.A. – deferred
compensation account be accelerated and distributed
as of the first business day of the calendar year
next following termination.
(v) The Company has established a Supplemental Benefits
Trust with Wells Fargo Bank Minnesota, N.A. as
Trustee to hold assets of the company under certain
circumstances as a reserve for the discharge of the
Company's obligations as to deferred cash
compensation under the
_____________
dt 1526528
|
| Preview
Subscribers | 2003 |
Deferred Compensation Plan
Deferred Compensation Plan (55K)
Doc #450363: Click preview link for longer preview.
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective April 1, 2002,
and Amended January 27, 2003
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key . . .
450363
|
General Mills
As referenced in this Deferred Compensation Plan:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.12
{SEQUENCE}4
{FILENAME}genmills033128_ex10-12.txt
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective April 1, 2002,
and Amended January 27, 2003
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills,
_____________
GENERAL MILLS, INC – SEQUENCE}4
{FILENAME}genmills033128_ex10-12.txt
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective April 1, 2002,
and Amended January 27, 2003
{PAGE}
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and
_____________
General Mills, Inc – GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective April 1, 2002,
and Amended January 27, 2003
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc . (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and highly compensated employees of the Company and its affiliates as
_____________
General Mills, Inc – restricted stock units issued
under the Company's various stock plans granting restricted stock, as
they may be amended from time to time. In addition, Participants may
"defer" shares of General Mills, Inc . common stock ("Common Stock")
attributable to restricted stock issued under the Company's various
stock plans granting restricted stock, as they may be amended from time
to time, by
_____________
General Mills, Inc – for Officers
on U.S. Assignment immediately before April 1, 2002, which liabilities
are being transferred to this Plan as a result of the merger of The
Pillsbury Company and General Mills, Inc .
2. ELIGIBILITY
An individual is a Participant in the Plan if such individual (i) is a
Participant in the Executive Incentive Plan, as it may be amended from
time
_____________
dt 1521831
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Wells Fargo Bank
As referenced in this Deferred Compensation Plan:
Wells Fargo Bank Minnesota, N.A. – of all federal, state,
local and foreign withholding taxes required to be
collected in respect of the distribution.
(v) Rabbi Trust. The Company has established a Supplemental
Benefits Trust with Wells Fargo Bank Minnesota, N.A. (f/k/a
Norwest Bank Minneapolis, N.A.) as Trustee to hold assets of
the Company under certain circumstances as a reserve for the
discharge of the Company's
_____________
dt 1526527
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| Preview
Subscribers | 2001 |
Deferred Compensation Plan
Deferred Compensation Plan (57K)
Doc #450743: Click preview link for longer preview.
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective January 1, 2001
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and . . .
450743
|
General Mills
As referenced in this Deferred Compensation Plan:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.12
{SEQUENCE}6
{FILENAME}gm012987-ex10_12.txt
{DESCRIPTION}EXHIBIT 10.12 DEFERRED COMPENSATION PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective January 1, 2001
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes
_____________
GENERAL MILLS, INC – FILENAME}gm012987-ex10_12.txt
{DESCRIPTION}EXHIBIT 10.12 DEFERRED COMPENSATION PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective January 1, 2001
{PAGE}
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and
_____________
General Mills, Inc – PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended and Restated Effective January 1, 2001
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc . (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of the key management
and highly compensated employees of the Company and its affiliates as
_____________
General Mills, Inc – restricted stock units issued
under the Company's various stock plans granting restricted stock, as
they may be amended from time to time. In addition, Participants may
"defer" shares of General Mills, Inc . common stock ("Common Stock")
attributable to restricted stock issued under the Company's various
stock plans granting restricted stock, as they may be amended from time
to time, by
_____________
General
Mills, Inc – such a supplemental benefit is due, such benefit
would be subject to all of the provisions and in accordance with the
terms and conditions of the Supplemental Retirement Plan of General
Mills, Inc . This supplemental retirement benefit will not apply to
Participants who terminate before becoming vested under the qualified
pension plan.
12. NON-ASSIGNABILITY OF INTERESTS
The interests herein and the
_____________
dt 1521851
| |
| Preview
Subscribers | 2000 |
Deferred Compensation Plan
Deferred Compensation Plan (52K)
Doc #450847: Click preview link for longer preview.
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended Through December 1, 1999
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of its key management
employees of the Company and its affiliates as a means . . .
450847
|
General Mills
As referenced in this Deferred Compensation Plan:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.12
{SEQUENCE}7
{FILENAME}0007.txt
{DESCRIPTION}DEFERRED COMPENSATION PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
As Amended Through December 1, 1999
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
_____________
GENERAL MILLS, INC – TYPE}EX-10.12
{SEQUENCE}7
{FILENAME}0007.txt
{DESCRIPTION}DEFERRED COMPENSATION PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended Through December 1, 1999
{PAGE}
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc. (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of its key management
employees
_____________
General Mills, Inc – DEFERRED COMPENSATION PLAN
{TEXT}
EXHIBIT 10.12
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
As Amended Through December 1, 1999
{PAGE}
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1. PURPOSE OF PLAN
General Mills, Inc . (the "Company") hereby establishes a Deferred
Compensation Plan (the "Plan") for a select group of its key management
employees of the Company and its affiliates as a means of
_____________
General Mills, Inc – stock option plans. As to
deferred cash, Participants shall earn a "rate of return" on the
deferred amounts which track the investment return achieved under the
Voluntary Investment Plan of General Mills, Inc . (the "VIP") and/or
rates equivalent to investment results of other funds or portfolios as
may be made available from time to time pursuant to the provisions of
the
_____________
General Mills, Inc – portfolios as
may be made available from time to time pursuant to the provisions of
the Plan. As to stock options, Participants may defer receipt of the
net shares of General Mills, Inc . common stock ("Common Stock")
resulting from a Participant's stock-for-stock option exercise and
dividend equivalents on the net shares. Under current tax law, amounts
properly deferred and
_____________
dt 1521857
| |
| Preview
Subscribers | 2007 |
Deferred Compensation Plan
Deferred Compensation Plan (42K)
Doc #3008008: Click preview link for longer preview.
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1.
PURPOSE OF PLAN
General Mills, Inc. (the ?Company?) hereby establishes a Deferred Compensation Plan (the ?Plan?) for a select group of the key management and highly compensated employees of the Company and its affiliates as a means of sheltering a portion of income from current taxation while accumulating resources for future investments or retirement. Under the Plan, Participants may defer cash . . .
3008008
|
General Mills
As referenced in this Deferred Compensation Plan:
General Mills, Inc – Exhibit 10.11 to General Mills, Inc . Form 10-K for fiscal year ended May 27, 2007
EX-10.11 9 gen072744s1_ex10-11.htm AMENDED DEFERRED COMPENSATION PLAN
EXHIBIT 10.11
GENERAL MILLS, INC.
DEFERRED COMPENSATION
_____________
GENERAL MILLS, INC – 10.11 to General Mills, Inc. Form 10-K for fiscal year ended May 27, 2007
EX-10.11 9 gen072744s1_ex10-11.htm AMENDED DEFERRED COMPENSATION PLAN
EXHIBIT 10.11
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1.
PURPOSE OF PLAN
General Mills, Inc. (the ?Company?) hereby establishes a Deferred Compensation Plan (the ?Plan?) for a select
_____________
GENERAL MILLS, INC – Form 10-K for fiscal year ended May 27, 2007
EX-10.11 9 gen072744s1_ex10-11.htm AMENDED DEFERRED COMPENSATION PLAN
EXHIBIT 10.11
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
GENERAL MILLS, INC .
DEFERRED COMPENSATION PLAN
1.
PURPOSE OF PLAN
General Mills, Inc. (the ?Company?) hereby establishes a Deferred Compensation Plan (the ?Plan?) for a select group of the key management and
_____________
General Mills, Inc – EX-10.11 9 gen072744s1_ex10-11.htm AMENDED DEFERRED COMPENSATION PLAN
EXHIBIT 10.11
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
GENERAL MILLS, INC.
DEFERRED COMPENSATION PLAN
1.
PURPOSE OF PLAN
General Mills, Inc . (the ?Company?) hereby establishes a Deferred Compensation Plan (the ?Plan?) for a select group of the key management and highly compensated employees of the Company and its affiliates as
_____________
General Mills, Inc – restricted stock units issued under the Company?s various stock plans granting restricted stock, as they may be amended from time to time. In addition, Participants may ?defer? shares of General Mills, Inc . common stock (?Common Stock?) attributable to restricted stock issued under the Company?s various stock plans granting restricted stock, as they may be amended from time to time, by
_____________
dt 1778832
| |
| Subscribers | 2007 |
General Mills, Inc.
General Mills, Inc. (28K)
Doc #3008004: This document is immediately available for purchase, but does not have a preview available for viewing.
3008004
| | |
| Preview
Subscribers | 2003 |
Executive Incentive Plan
Executive Incentive Plan (34K)
Doc #450362: Click preview link for longer preview.
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
JUNE 1, 2001 AND AS AMENDED THROUGH MAY 17, 2002
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
"Plan") is . . .
450362
|
General Mills
As referenced in this Executive Incentive Plan:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}genmills033128_ex10-04.txt
{TEXT}
EXHIBIT 10.4
AMENDED AND RESTATED
GENERAL MILLS, INC .
EXECUTIVE INCENTIVE PLAN
JUNE 1, 2001 AND AS AMENDED THROUGH MAY 17, 2002
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The
_____________
GENERAL MILLS, INC – genmills033128_ex10-04.txt
{TEXT}
EXHIBIT 10.4
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
JUNE 1, 2001 AND AS AMENDED THROUGH MAY 17, 2002
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC .
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of
_____________
General Mills, Inc – PLAN
JUNE 1, 2001 AND AS AMENDED THROUGH MAY 17, 2002
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc ., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc. ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General
_____________
General
Mills, Inc – INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc . ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General Mills, Inc., has a significant equity or
other interest) (collectively with General Mills, the "Company") in
recognition
_____________
General Mills, Inc – Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc. ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General Mills, Inc ., has a significant equity or
other interest) (collectively with General Mills, the "Company") in
recognition of their contributions to the success of the Company, and
to align the interests
_____________
dt 1521830
| |
| Preview
Subscribers | 2001 |
Executive Incentive Plan
Executive Incentive Plan (34K)
Doc #450741: Click preview link for longer preview.
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
AS AMENDED THROUGH JUNE 1, 2001
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
" . . .
450741
|
General Mills
As referenced in this Executive Incentive Plan:
GENERAL MILLS, INC – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}4
{FILENAME}gm012987-ex10_4.txt
{DESCRIPTION}EXECTUIVE INCENTIVE PLAN
{TEXT}
EXHIBIT 10.4
AMENDED AND RESTATED
GENERAL MILLS, INC .
EXECUTIVE INCENTIVE PLAN
AS AMENDED THROUGH JUNE 1, 2001
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General
_____________
GENERAL MILLS, INC – gm012987-ex10_4.txt
{DESCRIPTION}EXECTUIVE INCENTIVE PLAN
{TEXT}
EXHIBIT 10.4
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
AS AMENDED THROUGH JUNE 1, 2001
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC .
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of
_____________
General Mills, Inc – MILLS, INC.
EXECUTIVE INCENTIVE PLAN
AS AMENDED THROUGH JUNE 1, 2001
{PAGE}
AMENDED AND RESTATED
GENERAL MILLS, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc ., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc. ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General
_____________
General
Mills, Inc – INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the General Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc . ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General Mills, Inc., has a significant equity or
other interest) (collectively with General Mills, the "Company") in
recognition
_____________
General Mills, Inc – Mills, Inc., Executive Incentive Plan (the
"Plan") is to provide financial rewards to key executives of General
Mills, Inc. ("General Mills"), its subsidiaries and affiliates (defined
as entities in which General Mills, Inc ., has a significant equity or
other interest) (collectively with General Mills, the "Company") in
recognition of their contributions to the success of the Company, and
to align the interests
_____________
dt 1521849
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