Exhibit 10.12
SARA LEE
CORPORATION
SHARE 2003 GLOBAL STOCK
PLAN
1. Plan . The purpose of the
Sara Lee Corporation Share 2003 Global Stock Plan (the
“Plan”) is to provide incentives to employees based
upon the ownership and performance of the common stock of Sara Lee
Corporation (the “Corporation”). Employees of the
Corporation who are eligible to participate in the
Corporation’s 1998 Long-Term Incentive Stock Plan (or any
predecessor or successor plans) and the Corporation’s
directors and officers may not participate in the Plan.
2. Limitation on Shares
Available . Subject to adjustment as provided in Section 4
of the Plan, the maximum number of shares of common stock available
for all grants made under the Plan shall be 13,187,980 (share
balance remaining from Share 2000 grant). Shares of common stock
subject to options which, by reason of the expiration,
cancellation, forfeiture or other termination of such options prior
to exercise, are not exercised shall again be available for future
grants.
3. Administration of the Plan
. The Plan shall be administered by the Compensation and Employee
Benefits Committee (the “Committee”) of the Board of
Directors of the Corporation (the “Board”). The
Committee shall, subject to the terms of the Plan, select groups of
eligible employees for participation in the Plan and establish the
terms and conditions of options granted under the Plan. The
Committee shall have the authority to interpret the Plan, establish
rules and regulations for the administration of the Plan and
impose, incidental to the grant of an option, conditions with
respect to the grant. All such interpretations, rules and
regulations adopted by the Committee shall be conclusive and
binding on all parties. The Committee may delegate its authority to
interpret or administer all or part of the Plan to designated
officers of the Corporation.
4. Adjustments for Changes in
Capitalization . The Committee shall make appropriate
adjustments to the number of shares available under the Plan, the
option exercise price and the number of shares subject to any
option granted under the Plan in order to give effect to any stock
split, stock division, merger, consolidation, reorganization,
spin-off, liquidation or other similar change in capitalization or
event that occurs after the effective date of the Plan.
5. Effective Date and Term of
Plan . The Plan shall become effective on April 27, 2000
(the “Effective Date”) and shall terminate on
April 27, 2010, unless terminated prior thereto by action of
the Board. No further grants shall be made under the Plan after
termination, but termination shall not affect the rights of any
optionee under any grants made prior to termination.
6. Amendments . The Plan may
be amended or terminated by the Board in any respect and at any
time, provided that such action shall not adversely affect any
rights or obligations with respect to any outstanding grants under
the Plan.
7. Grants . Eligible
employees, as determined by the Committee, may be granted a
one-time option to purchase 100 shares of the Corporation’s
common stock. The option price per share of common stock
purchasable upon the exercise of any option granted pursuant to the
Plan shall be the fair market value of a share of common stock on
the date of grant of such option. For purposes of the Plan, the
fair market value shall be determined by reference to the average
of the high and low quoted selling price per share in trading of
the common stock as reported in the New York Stock
Exchange-Composite Transactions Tape on the date of grant. All
options granted hereunder shall be evidenced by a certificate or
other evidence of an option grant in a form approved by the
Committee.
8. Terms of Options . The
Committee shall establish the terms and conditions of all options
granted under the Plan, including the terms and conditions under
which an option may be exercised while the optionee is employed by
the Corporation and after termination of employment. No option
shall be exercisable more than ten years after the date of grant.
No option granted under this Plan shall be transferable other than
by will, the laws of descent and distributio
