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SARA LEE CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT

Shareholder Agreement

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SARA LEE CORPORATION

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Title: SARA LEE CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Governing Law: Illinois     Date: 11/7/2007
Industry: Food Processing     Sector: Consumer/Non-Cyclical

SARA LEE CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT, Parties: sara lee corporation
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Exhibit 10.2

SARA LEE CORPORATION

RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT

FY 08-10 LTRSU

 

                            

[INSERT PARTICIPANT NAME]

   

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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