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Exhibit
10.5
SARA LEE
CORPORATION
1998 Long-Term Incentive
Stock Plan
Stock Option Grant Notice
and Agreement
[INSERT PARTICIPANT NAME]
Sara Lee Corporation (the
“Company”) is pleased to confirm that you have been
granted a stock option (an “Option”), effective as of
August 30, 2007 (the “Grant Date”), as provided in
this Stock Option Grant Notice and Agreement (the “Grant
Notice and 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 |
which vests as
follows:
2. Acceptance of Terms and
Conditions. By acknowledging and accepting this Option, you
agree to be bound by the terms and conditions contained in this
Grant Notice and Agreement, the Plan and any and all conditions
established by the Company in connection with Options issued under
the Plan, and understand that this Option neither confers any legal
or equitable right (other than those rights constituting the Option
itself) against the Company directly or indirectly, nor does it
give rise to any cause of action at law or in equity against the
Company. In order to vest in the Option described in this Grant
Notice and Agreement, you must accept this Option.
3. 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 has been provided to you, 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.
4. 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.
5. Vesting. This
Option may be exercised only to the extent it has vested. Subject
to paragraphs 6 and 7 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
Vesting Date, this Option will vest as indicated above on that
Vesting Date.
6. 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), your Option Shares will vest immediately and the last
date on which your Option Shares may be exercised will be the
earlier of five years from the date of death or disability or the
expiration date of this award. In the case of your attaining age 55
or older and, if you have at least 10 years of service with the
Sara Lee Companies when your employment terminates or attain age 65
regardless of service, the Option will continue to vest after your
termination and the last date on which your Option Shares may be
exercised will be the Expiration Date. These provisions apply only
to the awards granted herein; other types of awards may have
different provisions.
7. Involuntary
Termination, Voluntary Termination and Non-Severance Event
Termination.
(a) Involuntary
Termination . If your employment with the Sara Lee
Companies is terminated 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 Executives, the
Severance Pay Plan for Certain Events or any other written
severance plan of the Company (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.
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 Option Shares will vest as of the closing date
of the transaction and be exercisable for six months following the
closing date of the transaction, subject to the provisions of
paragraph 6, 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 for reasons other than those described in 6 and 7(a),
(i.e., you voluntarily terminate your employment with the Sara Lee
Companies or your employment is terminated by the Sara Lee
Companies 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
of this Option ends on the date of your termination of
employment.
8. Exercise. This
Option may be exercised in whole or in part for the number of
shares specified (which in all cases must be at least the lesser of
250 or the total number of shares outstanding under this Option)
with the Company’s designated agent by remitting full payment
of the Exercise Price for such number of Option Shares. A number of
exercise alternatives are available through the Company’s
agent. This Option will be considered exercised on the date of
(a) your execution of the exercise with the Agent and
(b) your payment of the Exercise Price have both been received
by the Agent. Your written acceptance of the grant as well as the
exercise of any portion of this Option will be considered your
acceptance of all terms and conditions specified in this Grant
Notice and Agreement.
9. Forfeiture .
Notwithstanding anything contained in this Grant Notice and
Agreement to the contrary, if you engage in any activity
inim
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