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Exhibit
10.1
SARA LEE
CORPORATION
1998 Long-Term Incentive
Stock Plan
Form of Stock Option Grant
Notice and Agreement
{Participant Name}
Sara Lee Corporation (the
“Company”) is pleased to confirm that you have been
granted a stock option (an “Option”), effective as of
(the “Grant Date”), as provided in this agreement (the
“Agreement”):
1. Option Right. Your
Option is to purchase, on the terms and conditions set forth below,
the following number of shares (the “Option Shares”) of
the Company’s Common Stock, par value $.01 per share (the
“Common Stock”) at the exercise price specified below
(the “Exercise Price”).
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Number of
Option Shares
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Exercise Price Per
Option
Share
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Shares Granted
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_____ |
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$ |
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2. Option. This Option
is a non-qualified stock option that is intended to conform in all
respects with the 1998 Long-Term Incentive Stock Plan (the
”Plan”), a copy of which will be supplied to you upon
your request, and the provisions of which are incorporated herein
by reference. This Option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
3. Expiration Date.
This Option expires on the tenth anniversary of the Grant Date (the
“Expiration Date”), subject to earlier expiration upon
your death, disability or other termination of employment, as
provided below.
4. Vesting. This
Option may be exercised only to the extent it has vested. Subject
to paragraphs 5 and 6 below, if you are continuously employed by
the Company or any of its subsidiaries (collectively, the
“Sara Lee Companies”) from the Grant Date until the
first anniversary of the Grant Date, this Option will vest with
respect to one-third of the Option Shares, and on each subsequent
anniversary of the Grant Date on which you continue to be employed
by the Sara Lee Companies, your Option will vest with respect to an
additional one-third of the Option Shares, until you are 100%
vested in your Option on the third anniversary of the Grant
Date.
5. Death, Total Disability
or Retirement. If you cease active employment with the Sara Lee
Companies, because of your death or permanent and total disability
(as defined under the appropriate disability benefit plan if
applicable), the last day on which this Option may be exercised is
the earlier of (a) the Expiration Date or (b) five years after the
date of your death or permanent and total disability. In the case
of your retirement at age 55 or later (or as otherwise defined
under the appropriate retirement benefit plan if applicable), the
last date on which this Option may be exercised is the Expiration
Date of the Option. You are not eligible to receive any Restoration
Stock Options (“RSOs”) following your death, permanent
and total disability or retirement.
In the event of your death or
permanent and total disability, all Option Shares will vest as of
the date of death or the date you are determined to be permanently
and totally disabled. In the event of your retirement, this Option
will continue to vest subject to paragraph 4.
6. Involuntary
Termination, Voluntary Termination and Non-Severance Event
Termination.
(a) Involuntary
Termination . If your employment with the Sara Lee Companies is
terminated by the Company or its subsidiaries and you are eligible
to receive severance benefits under the Sara Lee Corporation
Severance Plan for Corporate Officers, the Severance Pay Plan, the
Severance Pay Plan for A & B Players, the Severance Pay Plan
for Certain Events or any other written severance plan of the Sara
Lee Companies (collectively, a “Severance Event
Termination”), the last day on which this Option may be
exercised is the earlier of (i) the Expiration Date or (ii) 90 days
following the last day of your severance period as defined in your
severance agreement. This Option will continue to vest only through
the last day of your severance period. You are not eligible to
receive any RSOs following the date of your involuntary
termination.
In the event your employment
with the Sara Lee Companies is terminated as a result of the sale,
closing or spin-off of a division, business unit or other component
of the Company, all Options may vest as of the closing date of the
transaction and be exerciseable for six months following the
closing date of the transaction, subject to the provisions of
paragraph 5, unless otherwise determined by the Company. This
provision does not apply with respect to any transaction that would
be considered a Change of Control as defined in Article X of the
Plan.
(b) Voluntary Termination
and Non-Severance Event Termination . If your employment
terminates (i) for reasons other than your death, permanent and
total disability or retirement or (ii) for any other reason that is
not a Severance Event Termination, (i.e., you voluntarily terminate
your employment with the Sara Lee Companies or your employment is
terminated by Sara Lee and you are not eligible for severance pay
under the Company’s severance plans), then this Option shall
terminate 90 days after the date of your termination of employment.
Vesting on this Option ends on the date of your termination of
employment. You are not eligible to receive any RSOs following your
Voluntary Termination or Non-Severance Event
Termination.
7. Exercise. This
Option may be exercised in whole or in part for the number of
shares specified (wh
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