GENERAL MILLS INC (Form: 10-Q, Received: 12/17/2025 15:06:47)

Exhibit 10.1

GENERAL MILLS, INC. PERFORMANCE

STOCK UNIT AWARD AGREEMENT


GRANT DATE:
PARTICIPANT:	[CEO]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED PERIOD:

This Award is made under the General Mills, Inc. 2022 Stock Compensation Plan (the "Plan"),

and is subject to the terms and conditions contained in the Plan document and this

Performance Stock Unit Award Agreement (“Agreement”). The Participant: (i) acknowledges

receipt of a copy of the Plan and Plan prospectus, (ii) represents that the Participant has

carefully read and is familiar with the provisions of this Agreement and the Plan, and (iii)

hereby accepts the Performance Stock Units subject to all of the terms and conditions set

forth herein, and in the Plan. If the Participant does not wish to receive the Performance

Stock Units and/or does not consent and agree to the terms and conditions on which the

Performance Stock Units are offered, as set forth in this Agreement and the Plan, then the

Participant must reject this Award via the website of the Company’s designated broker, no

later than 60 days following the Grant Date. If the Participant rejects this Award, this Award

will immediately be forfeited and cancelled. The Participant’s failure to reject this Award

within this 60 day period will constitute the Participant’s acceptance of this Award and all

terms and conditions of this Award, as set forth in this Agreement and the Plan.

THIS AWARD, dated on the above Grant Date, is made by General Mills, Inc., (the "Company"), and

made to the person named above (the "Participant" or referred to as “I”, “you”, or “my”) (“Award”).

1.Award of Units. Each unit awarded represents the right to receive one share of the Company

common stock, par value USD 0.10 per share (“Stock”). The units granted pursuant to this

Agreement are referred to as the “Performance Stock Units”. The number of Performance Stock

Units earned by the Participant for the Performance Period will be determined at the end of the

Performance Period based on the level of achievement against the Performance Measures and

conditions in accordance with Attachment A. The number of shares of Stock the Participant is paid

is dependent on the number of Performance Stock Units earned and satisfactory completion of the

service requirements described herein. Whether, and the extent to which Performance Measures

have been satisfied at the end of the Performance Period shall be certified by the Compensation &

Talent Committee before any payment is made, and all such determinations shall be made by the

Compensation & Talent Committee in its sole discretion. For each Performance Stock Unit earned

and vested, if any, at the Expiration Date of the Restricted Period, one share of the Company’s Stock

shall be issued to the Participant on the Expiration Date of the Restricted Period, subject to any

additional restrictions or holding requirements in Attachment A. Except as otherwise defined herein,

capitalized terms shall have the same meanings ascribed to them under the Plan.

2.Vesting of Performance Stock Units; Forfeiture of Performance Stock Units.

(a)Vesting Schedule. The Performance Stock Units shall vest on the Expiration Date of the

Restricted Period set forth above (“Vesting Date”) subject to the terms of this Agreement

and the Plan.

(b)Forfeiture of Performance Stock Units. The Participant acknowledges that the

Performance Stock Units awarded hereunder are subject to forfeiture if the Participant’s

employment with the Company or any subsidiary or affiliate of the Company terminates

under certain circumstances before the Vesting Date, as herein provided.

(i)Resignation or Termination for Cause. If the Participant’s employment with the

Company or any subsidiary or affiliate of the Company is terminated by either (i)

resignation, or (ii) a discharge due to Participant’s illegal activities, poor work

performance, misconduct or violation of the Company’s Code of Conduct, policies

or practices, then these Performance Stock Units, to the extent they are not fully

vested as of the Termination Date, shall for no consideration be cancelled and

forfeited in their entirety. For the avoidance of doubt, “Termination Date” for

purposes of this Award will be deemed to occur as of the date Participant is no

longer actively providing services as an employee, unless otherwise determined by

the Company in its sole discretion, and no vesting shall continue during any notice

period that may be specified under contract or applicable law with respect to such

termination, including any “garden leave” or similar period, except as may otherwise

be permitted in the Company’s sole discretion.

(ii)Involuntary Termination/ Early Retirement. If the Participant’s employment by the

Company terminates involuntarily at the initiation of the Company for any reason

other than specified in Plan Section 11 (Change in Control), or (i), (iv) or (v) in this

section 2, and upon the execution (without revoking) of an effective general legal

release and such other documents as are satisfactory to the Company, or if the

Participant retires on or after age 55 but before age 62, this Award shall be payable

on the Expiration Date of the Restricted Period with a value, if any, that otherwise

would be earned under the applicable performance goals established under

Attachment A based on actual performance; and shall vest at the Expiration Date

of the Restricted Period in a pro-rata amount based on actual employment

completed during the Performance Period through the date of termination. All other

Performance Share Units shall be forfeited as of the date of termination.

(iii)Death. If a Participant dies while employed by the Company or subsidiary or

affiliate of the Company during the Performance Period, this Award shall fully vest

and shall be considered to be earned in full “at target” as if the applicable

Performance Measures established in Attachment A have been achieved at target,

and settled and paid on the first day of the month following death to the designated

beneficiary or beneficiaries.

(iv)Normal Retirement. If the termination of employment is due to a Participant’s

retirement on or after age 62, then if such retirement occurs before the end of the

Company’s fiscal year within which this Award was granted, it shall vest in a pro-

rata amount based on actual employment completed during said fiscal year. But if

such retirement occurs after the end of the fiscal year in which it is awarded, then it

shall vest fully. In either case, vested Units shall be paid on the Expiration Date of

the Restricted Period, with a value, if any, that otherwise would be earned under

the applicable performance goals established in the Attachment based on actual

performance.

(v)Spin-offs and Other Divestitures. If the termination of employment is due to the

divestiture, cessation, transfer, or spin-off of a line of business or other activity of

the Company, the Committee, in its sole discretion, shall determine the conversion,

vesting, or other treatment of these Awards. Such treatment shall be consistent with

Code Section 409A, and in particular will take into account whether a separation

from service has occurred within the meaning of Code Section 409A.

3.Dividend Equivalents. Subject to any applicable provisions in Attachment A, any dividends or other

distributions declared payable on the Company’s Stock on or after the Grant Date of this Award until

the Award is settled and/or forfeited shall be credited notionally to the Participant in an amount equal

to such declared dividends or other distributions on an equivalent number of shares of Stock

(“Dividend Equivalents”). Dividend Equivalents so credited shall be paid if, and only to the extent,

the underlying Performance Stock Units to which they relate become unrestricted and vest, as

provided under the terms of the Plan and this Agreement. Dividend Equivalents credited in respect

to Performance Stock Units that are forfeited under the terms of the Plan and this document, are

correspondingly forfeited. No interest or other earnings shall be credited on Dividend Equivalents.

Vested Dividend Equivalents shall be paid in cash at the same time as the underlying Performance

Stock Units to which they relate are settled.

4.Settlement of Performance Stock Units. Upon vesting of the Performance Stock Units, settlement

shall be completed as soon as administratively practicable but in no event later than 30 days after

the vesting date, except where such settlement following a Section 409A Separation from Service

requires a six-month delay. The Company will provide for settlement in the form of shares of Stock.

At the Company’s discretion, additional restrictions or holding requirements may be imposed on

settled Units and Dividend Equivalents, if any.

5.Non-Transferability. The Performance Stock Units may not be sold, assigned, pledged,

exchanged, hypothecated, encumbered, disposed of, or otherwise transferred, unless otherwise

provided in the Plan or this Agreement. Upon any attempt to transfer, assign, pledge, hypothecate

or otherwise dispose of the Performance Stock Units or of such rights contrary to the provisions

hereof or in the Plan, the Performance Stock Units and such rights shall immediately become null

and void.

6.Withholding of Tax. The Participant acknowledges that, regardless of any action taken by the

Company or, if different, the subsidiary or affiliate of the Company that employs the Participant (the

“Employer”), the ultimate liability for all income tax, social contributions, payroll tax, fringe benefits

tax, payment on account, hypothetical tax or other tax-related items related to the Participant’s

participation in the Plan and legally applicable to the Participant or deemed by the Company or the

Employer in their discretion to be an appropriate charge to the Participant even if legally applicable

to the Company or the Employer (“Tax-Related Items”), is and remains the Participant’s

responsibility and may exceed the amount actually withheld by the Company or the Employer, if

any. The Participant further acknowledges that the Company and/or the Employer (a) make no

representations or undertakings regarding the treatment of any Tax-Related Items in connection

with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting, the

subsequent sale of shares of Stock acquired pursuant to such vesting and the receipt of any

dividends, or Dividend Equivalents; and (b) do not commit to and are under no obligation to structure

the terms of the grant or any aspect of the Performance Stock Units to reduce or eliminate the

Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the

Participant is subject to Tax-Related Items in more than one jurisdiction between the Grant Date

and the date of any relevant taxable or tax withholding event, as applicable, the Participant

acknowledges that the Company and/or the Employer (or former employer, as applicable) may be

required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees to make

adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related

Items. In this regard, unless otherwise approved by the Committee, the Company shall satisfy the

obligations with regard to all Tax-Related Items by one or a combination of the following: (i)

withholding from the Participant’s wages or other cash compensation paid to the Participant by the

Company and/or the Employer; (ii) withholding from the shares of Stock to be delivered upon

settlement of the Performance Stock Units or other awards granted to the Participant or (iii)

permitting the Participant to tender to the Company cash or, if allowed by the Committee, shares of

Stock.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items

by considering applicable statutory withholding rates (as determined by the Company in good faith

and in its sole discretion) or other applicable withholding rates, including maximum applicable rates,

in which case the Participant will receive a refund of any over-withheld amount and will have no

entitlement to the share equivalent. If the obligation for Tax-Related Items is satisfied by withholding

from the shares of Stock to be delivered upon vesting of the Performance Stock Units, for tax

purposes, the Participant is deemed to have been issued the full number of shares of Stock subject

to the Performance Stock Units, notwithstanding that a number of shares of Stock are held back

solely for the purpose of paying the Tax-Related Items. The Participant will have no further rights

with respect to any shares of Stock that are retained by the Company pursuant to this provision.

The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items

that the Company or the Employer may be required to withhold or account for as a result of the

Participant’s participation in the Plan that cannot be satisfied by the means previously described.

The Company may refuse to issue or deliver shares of Stock or proceeds from the sale of shares of

Stock until arrangements satisfactory to the Company have been made in connection with the Tax-

Related Items.

7.Restrictive Covenants; Confidential Information; Work Product. The Participant agrees to

cooperate with the Company in any way needed in order to comply with, or fulfill the terms of the

Plan and this Award document. As a term and condition of this Award, Participant agrees to the

following terms:

a.I agree to use General Mills Confidential Information only as needed in the performance of

my duties, to hold and protect such information as confidential to the Company, and not to

engage in any unauthorized use or disclosure of such information for so long as such

information qualifies as Confidential Information. I agree that after my employment with the

Company terminates for any reason, including “retirement” as that term is used in the Plan,

I will not use or disclose, directly or indirectly, Company Confidential Information or trade

secrets for any purpose, unless I get the prior written consent of my manager to do so.

This document does not prevent me from filing a complaint with a government agency

(including the Securities and Exchange Commission, Department of Justice, Equal

Employment Opportunity Commission and others) or from participating in an agency

proceeding. This document also does not prevent me from providing an agency with

information, including this document, unless such information is legally protected from

disclosure to third parties. I do not need prior company authorization to take these actions,

nor must I notify the company I have done so.

Also, as provided in 18 U.S.C. 1833(b), I cannot be held criminally or civilly liable under any

federal or state trade secret law for making a trade secret disclosure: (A) in confidence to a

federal, state, or local government official, either directly or indirectly, or to an attorney,

solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a

complaint or other document filed in a lawsuit or other proceeding, if such filing is made

under seal.

General Mills Confidential Information means any non-public information I create, receive,

use or observe in the performance of my job at General Mills, including trade secrets.

Examples of Confidential Information include marketing, merchandising, business plans,

business methods, pricing, purchasing, licensing, contracts, employee, supplier or customer

information, customer, vendor or partner client or contact lists, financial data, technological

developments, manufacturing processes and specifications, product formulas, ingredient

specifications, software code, and all other proprietary information which is not publicly

available to others.

Prior to leaving the Company, I agree to return all materials in my possession containing

Confidential Information, as well as all other documents and other tangible items provided

to me by General Mills, or developed by me in connection with my employment with the

Company.

b.I agree to promptly tell General Mills about any ideas, concepts, improvements, designs,

inventions, discoveries, and creative works (collectively, “Work Product”) which I conceive

or create during my employment with General Mills which relate to General Mills’

businesses.

I further agree to immediately, automatically and irrevocably assign, and hereby do assign,

to General Mills any and all intellectual property rights in and to such Work Product, and all

such intellectual property rights shall be solely and exclusively owned by General Mills.

“Intellectual property rights” means patent rights, copyrights, trade secret rights, trade dress

rights, trademark rights and all comparable rights throughout the world.

During my employment with General Mills and anytime thereafter, I will take all necessary

steps, at General Mills’ request and expense, but without further compensation to me, to

execute any instruments necessary to enable General Mills or General Mills’ nominee to

After I leave General Mills, I agree to help General Mills in every way possible in any

government or legal proceedings pertaining to any General Mills intellectual property rights.

c.[This Section 7.c. does not apply to California, Colorado, Minnesota, and Washington -

based employees.] I agree that for one year after I leave the Company, including retiring

from the Company, I will not work on any product, brand category, process, or service: (A)

on which I worked, or about which I had access to Confidential Information, in the year

immediately preceding my termination (including retirement) from General Mills, and (B)

which competes with General Mills products, brand categories, processes, or related

services.

d.I agree that for one year after I leave General Mills, including retiring from the Company, I

will refrain from directly or indirectly soliciting Company employees for the purpose of hiring

them or inducing them to leave their employment with the Company.

e.I agree that after I leave General Mills, including retiring from the Company, I will indefinitely

refrain from using Company client or contact lists, and for two years I will refrain from

soliciting the Company’s customers.

A breach of the obligations set forth in this paragraph may result in the rescission of the Award,

termination and forfeiture of any unvested Units, and/or required payment to the Company of all or

a portion of any monetary gains acquired by the Participant as a result of the Award, unless the

Award vested and was settled more than four (4) years prior to the breach. The foregoing remedies

are in addition to, and not in lieu of injunctive relief and/or any other legal or equitable remedies

available under applicable law.

8.Nature of Grant. In accepting the Performance Stock Units, the Participant acknowledges and

agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may

be modified, amended, suspended or terminated by the Company, in its sole discretion, at

any time (subject to any limitations set forth in the Plan);

(b)the Plan is operated and the Performance Stock Units are granted solely by the Company

and only the Company is a party to this Agreement; accordingly, any rights the Participant

may have under this Agreement may be raised only against the Company but not any

subsidiary or affiliate of the Company (including, but not limited to, the Employer);

(c)no subsidiary or affiliate of the Company (including, but not limited to, the Employer) has

any obligation to make any payment of any kind to the Participant under this Agreement;

(d)the grant of the Performance Stock Units is voluntary and occasional and does not create

any contractual or other right to receive future grants of Performance Stock Units, or benefits

in lieu of Performance Stock Units, even if Performance Stock Units s or other awards have

been granted in the past;

(e)all decisions with respect to future awards, if any, will be at the sole discretion of the

Company;

(f)the Participant’s participation in the Plan is voluntary;

(g)the Performance Stock Units and the Participant’s participation in the Plan shall not create

a right to employment or be interpreted as forming an employment contract with the

Company or any of its subsidiaries or affiliates and shall not interfere with the ability of the

Company or the Employer, as applicable, to terminate the Participant’s employment

relationship (as otherwise may be permitted under local law);

(h)unless otherwise agreed with the Company, the Performance Stock Units and any shares

of Stock acquired upon vesting of the Performance Stock Units, and the income from and

value of same, are not granted as consideration for, or in connection with, any service the

Participant may provide as a director of any subsidiary or affiliate of the Company;

(i)the Performance Stock Units and any shares of Stock acquired under the Plan and the

income and value of same, are not part of normal or expected compensation for purposes

of calculating any severance, resignation, termination, redundancy, dismissal, end-of-

service payments, bonuses, long-service awards, pension or retirement or welfare benefits

or similar payments and in no event should be considered as compensation for, or relating

in any way to, past services for the Company, the Employer or any subsidiary or affiliate of

the Company;

(j)the future value of the shares of Stock underlying the Performance Stock Units is unknown,

indeterminable, and cannot be predicted with certainty;

(k)upon vesting of the Performance Stock Units, the value of such shares of Stock may

increase or decrease in value;

(l)no claim or entitlement to compensation or damages shall arise from forfeiture of the

Performance Stock Units resulting from (A) termination of the Participant’s employment (for

any reason whatsoever and whether or not in breach of local labor laws or later found

invalid), and/or (B) from the application of any clawback or recoupment policy adopted by

the Company or imposed by applicable law, and in consideration of the Performance Stock

Units, the Participant agrees not to institute any claim against the Company or the Employer;

(m)the Performance Stock Units and the benefits evidenced by this Agreement do not create

any entitlement not otherwise specifically provided for in the Plan or provided by the

Company in its discretion, to have the Performance Stock Units or any such benefits

transferred to, or assumed by, another company, nor to be exchanged, cashed out or

substituted for, in connection with any corporate transaction affecting the shares of Stock;

and

(n)neither the Company nor any of its subsidiaries or affiliates shall be liable for any foreign

exchange rate fluctuation between the Participant’s local currency and the U.S. dollar that may affect

the value of the Performance Stock Units or any amounts due to the Participant pursuant to the

vesting of the Performance Stock Units or the subsequent sale of any shares of Stock acquired upon

vesting of the Performance Stock Units

9.Data Privacy. If the Participant would like to participate in the Plan, the Participant will need to

review the information provided in this Section 9 and, where applicable, declare the Participant’s

consent to the processing of personal data by the Company and the third parties stated below.

If the Participant is based in the European Union (“EU”), European Economic Area (“EEA”) or United

Kingdom, please note that General Mills, Inc. with registered address at One General Mills

Boulevard, Minneapolis, MN 55426-1347, is the controller responsible for the processing of the

Participant’s personal data in connection with the Agreement and the Plan.

(a)Data Collection and Usage. The Company collects, processes, uses and transfers certain

personally-identifiable information about the Participant, specifically, the Participant’s name,

home address and telephone number, email address, date of birth, social insurance,

passport number or other identification number, salary, nationality, job title, any shares of

Stock or directorships held in the Company or any its subsidiaries or affiliates, details of all

Performance Stock Units or any other entitlement to shares of Stock awarded, canceled,

exercised, settled, vested, unvested or outstanding in the Participant’s favor, which the

Company receives from the Participant or the Employer (the “Data”). The Company collects,

processes and uses the Data for the purposes of performing its contractual obligations

under this Agreement, implementing, administering and managing the Participant’s

participation in the Plan and facilitating compliance with applicable tax and securities law.

If the Participant is based in the EU, EEA or United Kingdom, the legal basis for the

processing of the Data by the Company is the necessity of the processing for the Company

to perform its contractual obligations under this Agreement and the Plan and the Company’s

legitimate business interests of managing the Plan, administering employee equity awards

and complying with its contractual and statutory obligations.

If the Participant is based in any other jurisdiction, the legal basis for the processing of the

Data by the Company is the Participant’s consent as further described below.

(b)Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE

Financial Corporate Services, Inc. (including its affiliated companies), an independent

service provider which assists the Company with the implementation, administration and

management of the Plan. In the future, the Company may select a different service provider,

which will in a similar manner, share Data with such service provider. The Company’s

service provider will maintain an account for the Participant to administer the Performance

Stock Units. The processing of Data will take place through both electronic and non-

electronic means. Data will only be accessible by those individuals requiring access to it for

purposes of implementing, administering and operating the Plan.

(c)International Data Transfers. The Company and its service providers are based in the United

States and India. The Participant’s country or jurisdiction may have different data privacy

laws and protections than the United States and India. An appropriate level of protection

can be achieved by implementing safeguards such as the Standard Contractual Clauses

adopted by the EU Commission.

If the Participant is based in any other jurisdiction, the Data will be transferred from the

Participant’s jurisdiction to the Company and onward from the Company to any of its service

providers based on the Participant’s consent, as further described below.

(d)Data Retention. The Company will use the Data only as long as necessary to implement,

administer and manage the Participant’s participation in the Plan, or as required to comply

with legal or regulatory obligations, including tax and securities laws. When the Company

no longer needs the Data, the Company will remove it from its systems. If the Company

keeps data longer, it would be to satisfy legal or regulatory obligations and the Company’s

legal basis would be relevant laws or regulations (if the Participant is in the EU, EEA or

United Kingdom) or the Participant’s consent (if the Participant is outside the EU, EEA or

United Kingdom).

(e)Data Subject Rights. The Participant may have a number of rights under data privacy laws

in the Participant’s jurisdiction. Subject to the conditions set out in the applicable law and

depending on where the Participant is based, such rights may include the right to (i) request

access to, or copies of, the Data processed by the Company, (ii) rectification of incorrect

Data, (iii) deletion of Data, (iv) restrictions on the processing of Data, (v) object to the

processing of Data for legitimate interests, (vi) portability of Data, (vii) lodge complaints with

competent authorities in the Participant’s jurisdiction, and/or to (viii) receive a list with the

names and addresses of any potential recipients of Data. To receive clarification regarding

these rights or to exercise these rights, the Participant can contact HR Direct.

(f)Necessary Disclosure of Personal Data. The Participant understands that providing the

Company with Data is necessary for the performance of the Agreement and that the

Participant’s refusal to provide the Data would make it impossible for the Company to

perform its contractual obligations and may affect the Participant’s ability to participate in

the Plan.

(g)Declaration of Consent (if the Participant is outside the EU, EEA and United Kingdom). The

Participant hereby unambiguously consents to the collection, use and transfer, in electronic

or other form, of the Data, as described above and in any other grant materials, by and

among, as applicable, the Employer, the Company and any subsidiary or affiliate of the

Company for the exclusive purpose of implementing, administering and managing the

Participant’s participation in the Plan. The Participant understands that the Participant may,

at any time, refuse or withdraw the consents herein, in any case without cost, by contacting

HR Direct. If the Participant does not consent or later seeks to revoke the Participant’s

consent, the Participant’s employment status or service with the Employer will not be

affected; the Participant’s consequence of refusing or withdrawing consent is that the

Company would not be able to award the Participant Performance Stock Units or any other

equity award to the Participant or administer or maintain such awards. Therefore, the

Participant understands that refusing or withdrawing consent may affect the Participant’s

ability to participate in the Plan. For more information on the consequences of refusal to

consent or withdrawal of consent, the Participant should contact HR Direct.

10.Clawback. This Award is specifically made subject to the Company’s Executive Compensation

Clawback Policies.

11.Insider Trading; Market Abuse Laws. By participating in the Plan, the Participant agrees to comply

with the Company’s policy on insider trading (to the extent that it is applicable to the Participant), the

Participant further acknowledges that, depending on the Participant’s or his or her broker’s country

of residence or where the shares of Stock are listed, the Participant may be subject to insider trading

restrictions and/or market abuse laws that may affect the Participant’s ability to accept, acquire, sell

or otherwise dispose of shares of Stock, rights to shares of Stock (e.g., Performance Stock Units)

or rights linked to the value of shares of Stock, during such times the Participant is considered to

have “inside information” regarding the Company as defined by the laws or regulations in the

Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or

amendment of orders the Participant places before he or she possessed inside information.

Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third

party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise

to buy or sell securities. The Participant understands that third parties include fellow employees.

Any restriction under these laws or regulations are separate from and in addition to any restrictions

that may be imposed under any applicable Company insider trading policy. The Participant

acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and

that the Participant should therefore consult the Participant’s personal advisor on this matter.

12.Electronic Delivery. The Participant agrees, to the fullest extent permitted by law, in lieu of

receiving documents in paper format, to accept electronic delivery of any documents that the

Company and its subsidiaries or affiliates may deliver in connection with this grant and any other

grants offered by the Company, including prospectuses, grant notifications, account statements,

annual or quarterly reports, and other communications. Electronic delivery of a document may be

made via the Company’s email system or by reference to a location on the Company’s intranet or

website or a website of the Company’s agent administering the Plan. By accepting this grant,

whether electronically or otherwise, the Participant hereby consents to participate in the Plan

through such system, intranet, or website, including but not limited to the use of electronic signatures

or click-through electronic acceptance of terms and conditions.

13.English Language. The Participant acknowledges and agrees that it is the Participant’s express

intent that this Agreement and the Plan and all other documents, notices and legal proceedings

entered into, given or instituted pursuant to the Performance Stock Units be drawn up in English. To

the extent the Participant has been provided with a copy of this Agreement, the Plan, or any other

documents relating to this Award in a language other than English, the English language documents

will prevail in case of any ambiguities or divergences as a result of translation unless otherwise

required under applicable laws.

14.Addendum. Notwithstanding any provisions in this Agreement, the Performance Stock Units shall

be subject to any additional or different terms and conditions set forth in the Country-Specific

Addendum to this Agreement (the “Addendum”). Moreover, if the Participant transfers to one of the

countries included in such Addendum, the additional or different terms and conditions for such

country will apply to the Participant, to the extent the Company determines that the application of

such terms and conditions is necessary or advisable to comply with local law or facilitate the

administration of the Plan (or the Company may establish alternative terms and conditions as may

be necessary or advisable to accommodate the Participant’s transfer). The Addendum constitutes

part of this Agreement.

15.Not a Public Offering. The award of the Performance Stock Units is not intended to be a public

offering of securities in the Participant’s country of employment (or country of residence, if different).

The Company has not submitted any registration statement, prospectus or other filings with the local

securities authorities (unless otherwise required under local law), and the award of the Performance

Stock Units is not subject to the supervision of the local securities authorities. No employee of the

Company or any of its subsidiaries or affiliates is permitted to advise the Participant on whether

he/she should participate in the Plan. Acquiring shares of Stock involves a degree of risk. Before

deciding to participate in the Plan, the Participant should carefully consider all risk factors relevant

to the acquisition of shares of Stock under the Plan and carefully review all of the materials related

to the Performance Stock Units and the Plan. In addition, the Participant should consult with his/her

personal advisor for professional investment advice.

16.Repatriation; Compliance with Law. The Participant agrees to repatriate all payments attributable

to the shares of Stock and/or cash acquired under the Plan in accordance with applicable foreign

exchange rules and regulations in the Participant’s country of employment (and country of

residence, if different). In addition, the Participant agrees to take any and all actions, and consent

to any and all actions taken by the Company and any of its subsidiaries and affiliates, as may be

required to allow the Company and any of its subsidiaries and affiliates to comply with local laws,

rules and/or regulations in the Participant’s country of employment (and country of residence, if

different). Finally, the Participant agrees to take any and all actions as may be required to comply

with the Participant’s personal obligations under local laws, rules and/or regulations in the

Participant’s country of employment and country of residence, if different).

17.Imposition of Other Requirements. The Company reserves the right to impose other requirements

on the Participant’s participation in the Plan, on the Performance Stock Unit, and on any shares of

Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable

for legal or administrative reasons, and to require the Participant to sign any additional agreements

or undertakings that may be necessary to accomplish the foregoing.

18.Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify

or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights

or authority vested in the Committee or, to the extent delegated, in its delegate, pursuant to the

terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the

right to make certain determinations and elections with respect to the Performance Stock Unit. Any

dispute regarding the interpretation of this Agreement or the terms of the Plan shall be submitted to

the Committee or its delegate who shall have the discretionary authority to construe the terms of

this Agreement, the Plan, and all documents ancillary to this Award. The decisions of the Committee

or its delegate shall be final and binding and any reviewing court of law or other party shall defer to

its decision, overruling if, and only if, it is arbitrary and capricious. In no way is it intended that this

review standard subject the Plan or Award to the U.S. Employee Retirement Income Security Act.

19.Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors

to the Company and all persons lawfully claiming under the Participant.

20.Governing Law and Forum. Without limiting the effect of section 16, this Agreement shall be

governed by, and construed in accordance with, the laws of the State of Delaware without regard to

principles of conflict of laws.

21.Severability. The provisions of this Agreement are severable and if any one or more of the

provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the

Agreement shall be reformed and construed so that it would be enforceable to the maximum extent

legally possible, and if it cannot be so reformed and construed, as if such unenforceable provision,

or part thereof, had never been contained herein.

22.Waiver. The waiver by the Company with respect to Participant’s (or any other participant’s)

compliance with any provision of this Agreement shall not operate or be construed as a waiver of

any other provision of this Agreement, or of any subsequent breach by such party of a provision of

this Agreement.

A copy of the Plan and the Prospectus to the General Mills, Inc. 2022 Stock Compensation Plan is available

on G&Me by searching “2022 Stock Compensation Plan”. A copy of the Company’s latest Annual Report

on Form 10-K is also available on the Company’s website at https://investors.generalmills.com/financial-

information/sec-filings/default.aspx.

GENERAL MILLS, INC.

GENERAL MILLS, INC. PERFORMANCE

STOCK UNIT AWARD AGREEMENT


GRANT DATE:
PARTICIPANT:	[Officer]
PERNR:
TARGET NUMBER OF UNITS SUBJECT TO AWARD:
PERFORMANCE PERIOD:
EXPIRATION DATE OF RESTRICTED PERIOD: