Exhibit 10.24
TERMINATION
AGREEMENT
Sara Lee Corporation (the
“Corporation”) and Margaret M. Foran
(“Executive”) enter into this Termination Agreement
(the “Agreement”), which was received by Executive on
or before the 8 th day of June, 2009, signed by Executive on or
before the 8 th day of June, 2009, and is effective immediately
upon its execution by Executive (the “Effective
Date”).
W I T N E S S E T
H:
WHEREAS, Executive has been employed
by the Corporation as Executive Vice President – General
Counsel and Secretary;
WHEREAS, Executive and the
Corporation have agreed that Executive’s employment with the
Corporation will terminate as of June 9, 2009 (the “Date
of Termination”); and
WHEREAS, Executive and the
Corporation have negotiated and reached an agreement with respect
to all rights, duties, and obligations arising between them,
including, but in no way limited to, any rights, duties, and
obligations that have arisen or might arise out of or are in any
way related to Executive’s employment with the Corporation
and the conclusion of that employment.
NOW, THEREFORE, in consideration of
the covenants and mutual promises herein contained, it is agreed as
follows:
1. Date of Termination . As
of the Date of Termination, Executive shall cease to be a Corporate
Officer of the Corporation. Until the Date of Termination and
subject to the terms and conditions of this Agreement, Executive
shall continue as an employee of the Corporation and shall continue
to receive the same compensation and benefits Executive presently
receives. All appointments Executive holds with the Corporation
will end effective on the Date of Termination. Executive
understands and agrees that her employment with the Corporation
will conclude on the close of business on the Date of
Termination.
2. Severance Payments .
Provided this Agreement is signed by Executive and subject to the
terms of the Sara Lee Corporation Severance Plans for Corporate
Officers as last amended on January 1, 2009 (the
“Severance Plan”), a copy of which Executive
acknowledges receiving, the Corporation hereby agrees to pay
Executive, during the period commencing on the day following the
Date of Termination and ending on June 9, 2010 (the
“Severance Period”), twelve months of “Severance
Pay”, which consists of “Base and Bonus
Compensation”, as defined in the Severance Plan. The monthly
Severance Pay amount is $82,343.75 and will be payable in
installments in accordance with the Corporation’s normal
payroll schedule, less all applicable withholding taxes and other
customary payroll deductions. Payments will commence the first
payroll date following the Date of Termination. Severance Pay is
not eligible for deferral under any of the Corporation’s
deferred compensation plans. Severance Pay shall cease if Executive
becomes reemployed by the Corporation.
3. Annual Incentive Plan
Bonus . Executive shall receive a pro rata portion calculated
from June 29, 2008 (the first day of the fiscal year ending
June 27, 2009) to the date of Termination of Executive’s
bonus earned under the Corporation’s Annual Incentive Plan
for the 2009 fiscal year as a result of Executive’s
employment with the Corporation during the 2009 fiscal year. The
pro rata portion will be based on Executive’s actual bonus
eligible earnings during the 2009 fiscal year, prior to the Date of
Termination. For purposes of calculating such bonus, the
Corporation will use actual results, financial or non-financial, if
applicable. The bonus payment provided for in this Paragraph 3
shall be in lieu of, not in addition to, all bonuses that might
otherwise have been payable to
Executive but for the termination of her
employment and shall be paid to Executive on the same date on which
active participants under such Annual Incentive Plan are paid. The
bonus payment, if any, made by the Corporation shall be reduced by
applicable withholding and other customary payroll deductions.
Executive shall not be entitled to participate in any annual
incentive bonus plan for any fiscal year ending after the 2009
fiscal year.
4. Stock Options and Long-Term
Incentive Awards. Executive shall receive a pro rata portion of
the stock options and performance stock units (the
“PSUs”) granted on August 28, 2008 under the
Corporation’s long-term incentive program for fiscal years
2009-2011. The Executive shall forfeit all stock options,
restricted stock units (the RSUs”) and PSUs that have been
granted in recognition of foregone benefits with Executive’s
prior employer. The pro rata number of stock options and PSUs is
calculated by multiplying the number of units initially granted by
a fraction, the numerator of which is the number of full months of
active service from the grant date, i.e., August 28, 2008,
until the Date of Termination, i.e., June 9, 2009 and the
denominator is 36, i.e., the three year vesting period.
(a) Executive shall retain 19,974 of
the 79,897 (i.e., 25%) stock options granted on August 28,
2008. These stock options shall be eligible for exercise in
accordance with the terms and conditions of the stock option
agreements already in force between the Executive and the
Corporation.
(b) Executive shall retain 10,846 of
the 43,384 PSUs (i.e., 25%) granted on August 28, 2008. These
PSUs are subject to the terms and conditions of the award
agreements already in force between the Executive and the
Corporation.
5. Health and Life Insurance
Continuation .
(a) Beginning on the Date of
Termination, Executive shall be eligible to elect COBRA
continuation coverage under the group health insurance plan
(medical, dental and vision) generally available to other corporate
officers of the Corporation provided Executive was enrolled in the
group health insurance plan on the day prior to the Date of
Termination. Executive’s Severance Period shall count toward
the period during which the Corporation must offer COBRA
continuation coverage to Executive. If Executive elects COBRA
continuation coverage, Executive will be charged for such coverage
at the active employee rates during the first three (3) whole
months of the Severance Period. The premium charged for COBRA
continuation coverage, if any, after the end of the first three
(3) whole months of the Severance Period shall be the full
COBRA premium. If Executive dies prior to the end of the Severance
Period and Executive had elected COBRA continuation coverage, COBRA
continuation coverage shall continue for Executive’s
surviving spouse and eligible covered dependents until the end of
the Severance Period under the same terms and conditions that
coverage would have been provided to Executive under this
Agreement.
(b) Executive’s participation
in the welfare benefit plans generally available to other corporate
officers of the Corporation shall cease as of the Date of
Termination; however, Executive shall have the right, at
Executive’s expense, to exercise such conversion privileges
as may be available under such plans. The Corporation will continue
to fund Executive’s universal life insurance policy, pursuant
to the terms and conditions of the Corporation’s Executive
Life Insurance Plan, at an amount equal to three (3) times
Executive’s base salary during the Severance Period, provided
that Executive has not affected the policy’s value via a
withdrawal, surrender or any other option that affects the
policy’s value, at which time, the Corporation’s
obligation to continue funding the policy will cease.
6. Non-Qualified Supplemental
Executive Retirement Plan (SERP) Benefits . For purposes of
determining the amount of Executive’s supplemental 401(k)
annual company contribution benefit under the Supplemental Plan,
the Severance Period shall be considered as vesting service and
Executive’s “Base and Bonus Compensation” paid to
Executive pursuant to Paragraph 2 of this Agreement shall be
considered eligible pay. During the Severance Period, Executive
will receive, through the SERP, the 401(k) annual company
contribution as if the Severance Period were deemed a period of
employment with the Corporation.
-2-
7. Participation In Other
Plans . Except as otherwise provided herein or in the
applicable plan, Executive’s participation in all other plans
available to Corporate Officers of the Corporation shall cease on
the Date of Termination.
8. Executive Benefits
.
(a) Following the Date of
Termination, Executive may continue to use the automobile provided
to Executive by the Corporation, in accordance with the terms of
the Corporation’s Executive Car Program policy, for 30 days.
During those 30 days, the Corporation will be responsible only for
the vehicle’s lease payments and the cost of automobile
liability insurance coverage. Executive shall continue to be
responsible for all other operating expenses, including all fuel
and maintenance expenses, related to the automobile. If the vehicle
is damaged in an accident or Executive does not otherwise have
access to the vehicle during that 30 day period (e.g., theft), the
Corporation will neither provide a replacement car nor reimburse
the cost of a rental car. Executive shall have the option to
purchase the vehicle during and up to the end of the 30 days
following the Date of Termination and the purchase price shall be
determined in accordance with the Corporation’s Executive Car
Program policy. Neither the Corporation nor any of the officers,
directors, agents, or employees of the Corporation shall have any
liability to Executive or to any third party for personal injuries,
death, or property damage resulting from Executive’s use of
the automobile that is not otherwise covered by the
Corporation’s automobile liability insurance
coverage.
(b) Executive shall not be eligible
for reimbursement of club memberships and expenses, or for
participation in the Corporation’s Matching Grant Program,
after the Date of Termination.
(c) The Corporation shall continue
to provide financial planning assistance through the Severance
Period. Pursuant to applicable policy for active Corporate Officers
at executive’s rank, the allotment for calendar year 2009 is
$15,300, less any amounts already paid under the program in
calendar year 2009, and the pro rated amount available for calendar
year 2010 is $6,375.
(d) The Corporation will pay
Executive for any earned but unused vacation time. Such payment
will be included in the first Severance Payment.
9. Receipt of Other
Compensation . Executive acknowledges and agrees that, other
than as specifically set forth in this Agreement, following the
Date of Termination, Executive is not and will not be due any
compensation, including, but not limited to, compensation for
unpaid salary (except for amounts unpaid and owing for
Executive’s employment with the Corporation prior to the Date
of Termination), unpaid bonus, severance and accrued or unused
vacation time or vacation pay from the Corporation. Except as
provided herein, Executive will not be eligible to participate in
any of the benefit plans of the Corporation after Executive’s
Date of Termination. However, Executive will be entitled to receive
benefits that are vested and accrued prior to the Date of
Termination pursuant to the employee benefit plans of the
Corporation. Any participation by Executive in the compensation or
benefit plans of the Corporation as of and after the Date of
Termination shall be subject to and determined in accordance with
the terms and conditions of such plans, except as otherwise
expressly set forth in this Agreement. The Corporation shall
promptly reimburse Executive for business expenses incurred in the
ordinary course of Executive’s employment on or before the
Date of Termination, b
