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Exhibit
10.2
SARA LEE
CORPORATION
RESTRICTED STOCK UNIT
GRANT NOTICE AND AGREEMENT
FY 08-10
LTRSU
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[INSERT PARTICIPANT
NAME]
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This Restricted Stock Unit (RSU)
Grant Notice and Agreement, made this August 30, 2007
(“Award Date”), by Sara Lee Corporation, a Maryland
corporation ( the “Company”) to you is evidence of an
award made under the Sara Lee Corporation 1998 Long-Term Incentive
Stock Plan (“Plan”) which is incorporated into this
“Grant Notice and Agreement” by reference. A copy of
the Plan and the FY 08-10 LTRSU Program Description (“Program
Description”) have been provided to you and are also
available from the Sara Lee Corporate Compensation
Department.
1. Restricted Stock Unit
Award. Subject to the restrictions, limitations, terms and
conditions specified in the Program Description, the Plan and this
Grant Notice and Agreement, the Company hereby awards to you as of
the Award Date:
restricted stock units (RSUs)
from the FY 08-10 LTRSU
grant
which vest as
follows:
100% on August 31,
2010
which are considered Stock Awards under
the Plan (the “Award”). These RSUs will remain
restricted until the Vesting Date (“Vesting Date”).
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 Award Date until the
applicable Vesting Date, this Award will vest as indicated above on
the Vesting Date.
Prior to the Vesting Date, the RSUs are
not transferable by you by means of sale, assignment, exchange,
pledge, or otherwise.
2. Acceptance of Terms and
Conditions. By electronically acknowledging and accepting this
Award, you agree to be bound by the terms and conditions contained
in this Grant Notice and Agreement, the Plan and the Program
Description and any and all conditions established by the Company
in connection with Awards issued under the Plan and the Program
Description, and understand that this Award neither confers any
legal or equitable right (other than those rights constituting the
Award 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 Award described in this Grant
Notice and Agreement, you must have accepted this Award.
3. Dividend
Equivalents. Subject to the restrictions, limitations and
conditions as described in the Plan and the Program Description,
dividend equivalents payable on the RSUs will be accrued (in cash,
without interest) on your behalf at the time that dividends are
otherwise paid to owners of Sara Lee Corporation common
stock.
4. Distribution of the
Award. If the distribution is subject to tax withholding, such
taxes will be settled by withholding cash and/or a number of shares
with a market value not less than the amount of such taxes. Any
cash from dividend equivalents remaining after withholding taxes
are paid will be paid in cash to you. The net number of shares of
Sara Lee Corporation common stock to be distributed will be
delivered to your electronic stock plan account as soon as
practicable after the Vesting Date. If withholding of taxes is not
required, none will be taken and the gross number of shares will be
distributed. You are personally responsible for the proper
reporting and payment of all taxes related to this
distribution.
5. Election to Defer
Distribution. If the distribution is subject to U.S. tax law,
you may elect to defer the distribution of all of the RSUs. Such
election must be received by the Company in the form required by
the Company no later than 30 days after the Award Date and is
contingent upon the Company’s allowing deferrals into the
Sara Lee Corporation Executive Deferred Compensation Plan (the
“Deferred Compensation Plan”) at that time. The
deferral, if elected, will result in the transfer of the RSUs into
the Deferred Compensation Plan’s Stock Equivalent Fund in
effect at the time the RSUs would have otherwise been distributed.
The Deferred Compensation Plan rules will govern the administration
of this Award beginning on the date the RSUs are credited to the
Deferred Compensation Plan.
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), the Award will vest immediately and be distributed to
you or your estate as soon as practical. 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 Award will continue to
vest after your termination. These provisions apply only to Awards
under this Grant Notice and Agreement; other types of awards may
have different provisions.
7. Involuntary
Termination, Voluntary Termination and Non-Severance Event
Termination. The following provisions apply only to the Award
granted herein; other types of Awards may have different
provisions:
(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”), you will receive a prorated portion of
the non-vested shares after the Vesting Date determined by
multiplying the Award by a fraction, the numerator of which is your
service from the Date of this Grant Notice and Agreement through
the end of the period for which severance is payable, and the
denominator of which is three years.
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,
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