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Exhibit
10.1
SARA LEE
CORPORATION
LONG-TERM RESTRICTED STOCK
UNIT GRANT
FISCAL YEARS
2008-2010
Highlights
This booklet explains the plan
provisions of the Sara Lee Corporation Long-Term Restricted Stock
Unit (LTRSU) grant covering fiscal years 2008 through 2010
(“Service Period”) with the restricted stock units
(“RSUs”) vesting 100% on August 31, 2010 (the
“Vesting Date”). The following pages provide detailed
information relating to the grant of RSUs that you have received
under the Plan.
The key features of this Plan are
summarized below. In some countries other than the United States,
variations in Plan design and rules may occur in order to comply
with local laws and tax provisions.
Purpose
The LTRSU program is a significant
component of Sara Lee’s executive compensation program. It
enhances the competitiveness of Sara Lee’s total executive
compensation package and facilitates the attraction and retention
of highly qualified executives.
Restricted Stock Units
LTRSU awards are authorized under the
Sara Lee Corporation 1998 Long-Term Incentive Stock Plan
(“Stock Plan”). LTRSU awards are initially granted as
RSUs at the beginning of the Service Period. On the Vesting Date,
all of the RSUs that are earned will be converted to shares of Sara
Lee common stock. Dividend equivalents that are payable on RSUs
during the vesting periods are accrued on your behalf. The release
of RSUs on the Vesting Date is contingent upon your continued
active employment by the Corporation until the Vesting Date, which
is August 31, 2010.
SLC may substitute or offer alternative
forms of incentive compensation in the event it either determines
that tax or legal regulations in some countries outside the United
States provide more favorable treatment for these alternative forms
of incentive compensation or as a voluntary alternative to
RSUs.
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Individual
RSU awards are approved on August 30, 2007 and
January 31, 2008. Based upon your continued active service
through the Vesting Date the RSUs are converted to actual shares of
Sara Lee stock, on a one-for-one basis, and issued in your
name.
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You do not
have voting rights on RSUs until the RSUs are converted to actual
shares.
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Dividend Equivalents
During the Service Period, dividend
equivalents that are payable on the RSUs will be accrued on your
behalf. These dividend equivalents are paid to you in cash after
the RSUs have vested. At the Corporation’s discretion, the
dividend equivalents may be applied toward your tax withholding
obligations.
Award Grant Notice
You will receive a Restricted Stock Unit
Grant Notice and Agreement (“Grant Notice”) specifying
the number of RSUs that have been granted, and certain terms and
conditions applicable to the grant. You should retain a copy of
your Grant Notice along with other important legal documents. The
Grant Notice will be distributed electronically through your
E*Trade account. You must log into your E*Trade account and accept
your grant(s) on-line. Instructions will be provided at the
appropriate time. Sara Lee may from time to time modify the grant
acceptance process and will notify you of any changes.
Tax Consequences
United States
Under current United States tax law, a
Participant receives no taxable income from the RSUs when initially
granted, or from accrued dividend equivalents. The Vesting Date is
the date when the taxable event occurs, except to the extent a
Participant paid in the U.S. and subject to U.S.
taxation
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