Sara Lee Corporation Retention & Recognition Program Agreement for 2005 Reorganization (A and B Level Executives)
Sara Lee Corporation established a Retention & Recognition Program for select A and B level executives involved in the company's 2005 organizational transformation. Eligible executives will receive grants of restricted stock units valued at one to two times their salary. These grants vest in two equal parts over two years. Approval for grants is required from the Chairman of the Compensation and Employee Benefits Committee for senior officers, or from the CEO for other executives. The program aims to retain key leaders during the reorganization process.
Exhibit 10.31
SARA LEE CORPORATION
RETENTION & RECOGNITION PROGRAM
RELATED TO 2005 COMPANY REORGANIZATION
(For A and B Level Executives)
Eligibility
A and B level executives, on a highly selective basis, who will play key roles in implementing the Sara Lee organizational transformation initiative and/or manage a special projects supporting these transformation efforts.
Program Structure
Form of compensation – Grants of service-based restricted stock units (not “covered compensation” for employee benefit purposes)
Value of grants – Minimum of 1X salary, Maximum of 2X salary
Grant/Approval Date – April 27, 2005 (additional grant dates may occur after this date)
Vesting Date – 50% on April 27, 2006, 50% on April 27, 2007 (vesting dates could be other than 1 year following the Grant/Approval date)
Approvals –
| • | Chairman of the Compensation and Employee Benefits Committee of the Sara Lee Corporation Board Of Directors for any corporate officers at or above the Senior Vice President level |
| • | Chief Executive Officer of Sara Lee Corporation for all others. |
