Annual Incentive Plan



 Exhibit 10.2 
  
 SARA LEE CORPORATION 
 ANNUAL INCENTIVE PLAN 
 PROGRAM DESCRIPTION FOR FISCAL YEAR 2005 
  
 Performance Goals Applicable to Sara Lee Corporate Staff Participants

  
 Explanatory Note: In June 2004, the Compensation and Employee Benefits
Committee of the Board of Directors of Sara Lee Corporation approved the general terms and the categories of financial standards for Sara Lee’s annual incentive plan for fiscal year 2005. In August and September 2004, the Committee approved the
specific fiscal year 2005 targets for each payout level under the annual incentive plan; however, the plan was not finalized in time for filing with Sara Lee’s annual report on Form 10-K. 
  
 Purpose 
  
 The objective of the Annual Incentive Plan (the “Plan”) is to advance the interests of Sara Lee Corporation (“SLC”) by:

  

	a)	Rewarding financial performance that is closely linked to increased shareholder value; 

  

	b)	Measuring the effectiveness of SLC operating performance and capital management; 

  

	c)	Basing a significant portion of all executives’ incentives on operating unit results; 

  

	d)	Continuing to provide significant rewards for exceptional performance. 

  
 Incentive Opportunity & Standards of Performance 
  
 A summary of FY05 Standards of Performance and the corresponding incentive opportunities for U.S. Participants are shown in Attachment 1. Where applicable, similar
Attachments for Participants in countries other than the U.S. are available from the appropriate Group Human Resources Vice Presidents. The following applies to the Plan goals: 
  

	•	 	Financial and Individual Standards of Performance are established at the beginning of the Incentive Plan Year. The Financial Standards of Performance for Corporate Staff
Participants and the Plan parameters applicable to all Plan Participants are approved by the Compensation and Employee Benefits Committee of the SLC Board of Directors (“the Committee”). 

  

	•	 	Operating Unit executive management will develop the financial goals within their respective lines of business. The SLC Chief Executive Officer (CEO) and President and Chief
Operating Officer (COO) will approve the Operating Unit financial goals for each line of business. Operating Unit Corporate Officers also have a corporate earnings per share goal. 

  

	•	 	Financial Standards of Performance for Plan Participants are based on diluted earnings per share (EPS), sales, operating profit, return on investment (ROI or ROIC), and cash flow.
Attachment 2 displays the financial goals applicable to Corporate Staff Participants for FY05. In the event of a major divestiture during the Incentive Plan Year, performance goals may need to be appropriately adjusted. 









	•	 	It is recommended that Individual Standards of Performance (SOPs) be limited to a maximum of five, substantive and measurable objectives. Where applicable, specific Diversity and
Marketing, Advertising and Promotion (MAP) spending Standards of Performance will be set. 

  

	•	 	For all “A”-level executives the Individual SOP percentage, listed in Attachment 1, is considered entirely discretionary. The executive should identify up to five specific
Individual SOPs and set the performance criteria associated with achieving each SOP. A specific percentage should not be allocated to the achievement of each Individual SOP. At the end of the fiscal year, the executive’s manager will make an
overall assessment of performance results for each of the specific SOPs as well as any other accomplishments or criteria deemed relevant in determining the percentage payout attributable to this overall category. 

  
 Performance Period 
  
 All Standards of Performance are measured over a one-year performance period, i.e. the Incentive Plan Year. The Incentive Plan Year for FY05
is July 4, 2004 to July 2, 2005. 
  
 Performance Level Definitions

  
 Outstanding (“Maximum”) - An unusually high level of
performance far exceeding targeted performance requiring significant “stretch” to achieve. 
  
 Superior /Target – Typically the target level of performance; attainment requires considerable “stretch” to achieve. 
  
 Good - The level of performance at which attainment of goals is below the Superior level but considerably above the Acceptable
performance level. 
  
 Acceptable - A minimal level of acceptable
performance. 
  
 Marginal – Performance below the Acceptable
level. 
  
 Incentive Award Payout Levels  
  
 Incentive Award Payout Levels expressed as a percentage of a position’s annual
incentive maximum are as follow: 
  

					
	 Outstanding
	  	=	  	 100% of Maximum

	 Superior / Target
	  	=	  	 75% of Maximum

	 Good
	  	=	  	 50% of Maximum

	 Acceptable
	  	=	  	 25% of Maximum

	 Marginal
	  	=	  	 0%


  
 Straight-line interpolation is
used for calculating results between performance levels.  
  

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 Incentive Award Payments 
  

Incentive award payments are distributed after the Incentive Plan Year results have been publicly announced and the individual awards requiring the review and approval
of the Committee at its August, 2005 meeting have been approved. Generally, a Participant must be an employee on the last day of the fiscal year in order to be eligible to receive any incentive award. 
  
 Beginning in FY05, the following two changes are effective: 
  

	•	 	bonus maximums for “A” level Participants have been reduced by 25% with the equivalent value being shifted into incremental funding of each business unit’s long-term
incentive pool 

  

	•	 	all participants will receive their bonus payments, if any, in cash (unless otherwise deferred); “A” level executives will no longer receive a portion of their bonus in
stock or restricted stock units 

  
 Administrative Provisions

  
 The Committee and the Chief Executive Officer of SLC, whose decisions are
final, shall administer the Plan jointly. The Senior Vice President - Human Resources will be responsible for the administrative procedures governing the Plan including ensuring the existence of approved Standards of Performance and presenting the
performance results under the Plan to the Committee for its approval. The following administrative procedures shall govern: 
  
 a) The Committee will approve individual incentive awards for all corporate officers and those executives whose salaries are above the midpoint of salary grade 39. The
Chief Executive Officer may approve all other incentive awards. 
  
 b) Incentive
awards may be made in cash, stock or any combination of cash and stock as permitted under the 1998 and 2002 Long-Term Incentive Stock Plans. Any awards earned under the FY05 AIP will be made in cash. Participants paid in the U.S. and subject to
taxation in the U.S. may elect to defer part or all of their incentive awards pursuant to the terms and conditions of the SLC Executive Deferred Compensation Plan. 
  
 c) A new Participant who begins participation during the Incentive Plan Year may be eligible for a pro-rata incentive award from the date of
entry into the Plan. Typically, a new Participant should have been actively employed for at least one calendar quarter of the Incentive Plan Year in order to receive consideration for a pro-rata incentive award. 
  
 d) In the case of death, total disability, or retirement under a SLC retirement plan during
the Incentive Plan Year, a Participant or the Participant’s estate is eligible for a pro-rata incentive award based upon the Participant’s period of active service during the Incentive Plan Year. The award will be distributed at the same
time as those of active Participants. 
  
 e) A Participant who is terminated and
who subsequently receives severance pay under a SLC severance plan may be eligible for a pro-rata incentive award. Management will determine the amount of any pro-rata incentive award based upon the facts and circumstances related to the
Participant’s termination as well as the amount of time the Participant was actively employed during the Incentive Plan Year. 
  

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 f) Unless otherwise approved by the Chief Executive Officer, any Participant who resigns or is terminated during the
Incentive Plan Year (except as provided for above) will not be entitled to any incentive award attributable to the Incentive Plan Year. 
  
 g) A Participant who is employed as of the end of the Incentive Plan Year shall be entitled to receive an incentive award regardless of whether the Participant resigns or
is terminated between the end of the Incentive Plan Year and the date the incentive awards are actually distributed. 
  
 h) Performance results under the Plan will be measured by taking into consideration those Exclusions listed in Attachment 3. 
  
 i) SLC reserves the right to offset any funds from any incentive award due a terminating or
terminated Participant to which SLC has a “claim of right”. 
  
 j)
Nothing herein shall be construed as an agreement or commitment to employ any Participant or to employ a Participant for any fixed period of time or constitute a commitment by SLC that any Participant will continue to receive an incentive award or
will continue as a Participant in the Plan. 
  
 k) The Committee reserves the
right to amend, modify, interpret or terminate the Plan or awards to be paid under the Plan at any time for any reason. 
  
 l) The Committee may delegate certain administrative responsibilities to the Chief Executive Officer except for the following: 
  
 1) Any actions affecting the Chief Executive Officer, and other elected officers of SLC,

  
 2) Approval of Corporate Financial Standards of Performance and certification
of performance results relative to such standards following the end of the Incentive Plan Year, 
  
 3) Approval of any substantive changes or amendments to the Plan. 
  
 m) For purposes of calculating the actual performance results at the end of the Performance Period, Operating Profit will be reduced by any amount that actual MAP expenditures are less than the budgeted amount stated
in an Operating Unit’s FY05 AOP for Strategic Investment Brands and Support and Grow Brands as submitted to SLC. The impact of any such adjustment will also be reflected in the Operating Unit’s ROI and operating cash flow results.

  

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 Attachment 1 
  
 Sara Lee Corporation 
 FY05 Annual Incentive Plan Parameters 
  
 Employee Members of the SLC Board of Directors 
  

																								
	 	  	 	  	Maximum Incentive Opportunity as a Percent of Base Salary

	 
	 	  	 	  	Financial Standards

	 	 	 Discretionary /
 Individual
 Standards Of
Performance

	 	 	 Total
 Incentive
 Opportunity

	 
	 Executive
 Level

	  	 Title

	  	EPS

	 	 	Sales

	 	 	 Operating
 Profits

	 	 	ROIC

	 	 	Cash Flow

	 	 	 
	A	  	Chairman and CEO	  	100	%	 	30	%	 	60	%	 	35	%	 	45	%	 	—  	 	 	270	%
	A	  	President and COO	  	55	%	 	40	%	 	65	%	 	30	%	 	30	% (Oper.)	 	—  	 	 	220	%
	
	 Corporate Staff Participants
  
	  
 

	 	  	 	  	Maximum Incentive Opportunity as a Percent of Base Salary

	 
	 	  	 	  	Financial Standards

	 	 	 Discretionary /
 Individual
 Standards Of
Performance

	 	 	 Total
 Incentive
 Opportunity

	 
	 Executive
 Level

	  	 Title

	  	EPS

	 	 	Sales

	 	 	 Operating
 Profits

	 	 	ROIC

	 	 	Cash Flow

	 	 	 
	A	  	Executive Vice President	  	50	%	 	20	%	 	25	%	 	25	%	 	25	%	 	25	%	 	170	%
	A	  	Senior Vice President	  	45	%	 	15	%	 	25	%	 	25	%	 	20	%	 	25	%	 	155	%
	A	  	Vice President	  	40	%	 	10	%	 	20	%	 	20	%	 	15	%	 	20	%	 	125	%
	A	  	 Other Designated
 A-Level Executive
	  	30	%	 	10	%	 	15	%	 	15	%	 	10	%	 	15	%	 	95	%
	B	  	 Executive Director
 (Grade 32 and above)
	  	30	%	 	5	%	 	10	%	 	10	%	 	5	%	 	15	%	 	75	%
	B	  	 Executive Director
 (Below grade 32)
	  	20	%	 	5	%	 	10	%	 	5	%	 	5	%	 	10	%	 	55	%
	C	  	Director	  	15	%	 	5	%	 	5	%	 	5	%	 	5	%	 	5	%	 	40	%
	
	 U.S. Operating Unit Participants
  
	  
 

	 	  	 	  	Maximum Incentive Opportunity as a Percent of Base Salary

	 
	 	  	 	  	Financial Standards

	 	 	 Discretionary /
 Individual
 Standards Of
Performance

	 	 	 Total
 Incentive
 Opportunity

	 
	 Executive
 Level

	  	 Title

	  	EPS

	 	 	Sales

	 	 	 Operating
 Profits

	 	 	ROI

	 	 	 Operating
 Cash
 Flow

	 	 	 
	A	  	 Corporate Executive
 Vice President
	  	25	%	 	35	%	 	50	%	 	20	%	 	20	%	 	20	%	 	170	%
	A	  	 Corporate Senior Vice
 President
	  	20	%	 	35	%	 	45	%	 	20	%	 	20	%	 	20	%	 	160	%
	A	  	Corporate Vice President	  	15	%	 	35	%	 	40	%	 	15	%	 	25	%	 	20	%	 	150	%
	A	  	 Operating Unit President
 (Grade 35 & Above)
	  	—  	 	 	30	%	 	35	%	 	20	%	 	20	%	 	20	%	 	125	%
	A	  	 Operating Unit President
 (Below Grade 35)
	  	—  	 	 	30	%	 	20	%	 	15	%	 	20	%	 	20	%	 	105	%
	A	  	 Other Designated
 A-Level Executive
	  	—  	 	 	25	%	 	20	%	 	15	%	 	15	%	 	20	%	 	95	%
	B	  	 Operating Executive
 (Grade 32 and above)
	  	—  	 	 	20	%	 	15	%	 	10	%	 	10	%	 	20	%	 	75	%
	B	  	 Operating Executive
 (Below Grade 32)
	  	—  	 	 	15	%	 	10	%	 	5	%	 	10	%	 	15	%	 	55	%
	C	  	Operating Executive	  	—  	 	 	10	%	 	10	%	 	5	%	 	5	%	 	10	%	 	40	%








 Attachment 2 
  
 SARA LEE CORPORATION 
 FY05 ANNUAL INCENTIVE PLAN 
  
 Performance targets would be reset to reflect impact of major divestitures 
  
 DILUTED EPS GOALS 
  

							
	 Performance Levels

	  	Payout Levels

	 	 	 FY05 Diluted
 EPS Goals

	 
	 Outstanding
	  	100	%	 	(1	)
	 Superior
	  	75	%	 	(1	)
	 Good
	  	50	%	 	(1	)
	 Acceptable
	  	25	%	 	(1	)
	 Marginal
	  	0	%	 	(1	)
	 
 ROIC GOALS
  
	 
  
 

	 Performance Levels

	  	Payout Levels

	 	 	FY05 ROIC Goals

	 
	 Outstanding
	  	100	%	 	(1	)
	 Superior
	  	75	%	 	(1	)
	 Good
	  	50	%	 	(1	)
	 Acceptable
	  	25	%	 	(1	)
	 Marginal
	  	0	%	 	(1	)



	(1)	The specific financial goals were approved by the Committee and are contained in the minutes of the August 27, 2004 meeting.  








 Attachment 2 (cont’d.) 
  
 SARA LEE CORPORATION 
 FY05 ANNUAL INCENTIVE PLAN 
  
 NET SALES GOALS 
  

							
	 Performance Levels

	  	Payout Levels

	 	 	 FY05 Net Sales Goals
 ($ in millions)

	 
	 Outstanding
	  	100	%	 	(1	)
	 Superior
	  	75	%	 	(1	)
	 Good
	  	50	%	 	(1	)
	 Acceptable
	  	25	%	 	(1	)
	 Marginal
	  	0	%	 	(1	)
	 
 CASH FLOW * GOALS
  
	 
  
 

	 Performance Levels

	  	Payout Levels

	 	 	 Cash Flow*
 ($ in millions)

	 
	 Outstanding
	  	100	%	 	(1	)
	 Superior
	  	75	%	 	(1	)
	 Good
	  	50	%	 	(1	)
	 Acceptable
	  	25	%	 	(1	)
	 Marginal
	  	0	%	 	(1	)



	*	For Corporate Staff Participants, Cash Flow is defined as Net Cash from Operating Activities, plus Tobacco Divestiture Proceeds, less Capital Expenditures. Merger and acquisition
activity would be included with the exception of the possible sale of the Sara Lee Apparel Europe business. 


	(1)	The specific financial goals were approved by the Committee and are contained in the minutes of the August 27, 2004 meeting.  








 Attachment 2 (cont’d.) 
  
 SARA LEE CORPORATION 
 FY05 ANNUAL INCENTIVE PLAN 
  
 OPERATING PROFIT GOALS 
 (At FY05 Peg
Rates, $ in millions) 
  

							
	 Performance Levels

	  	Payout Levels

	 	 	 Operating Profit*
 ($ in millions)

	 
	 Outstanding
	  	100	%	 	(1	)
	 Superior
	  	75	%	 	(1	)
	 Good
	  	50	%	 	(1	)
	 Acceptable
	  	25	%	 	(1	)
	 Marginal
	  	0	%	 	(1	)



	(1)	The specific financial goals were approved by the Committee and are contained in the minutes of the August 27, 2004 meeting.  








 Attachment 3 
  
 Definitions 
  

	a)	Base Salary means base salary earned or actually paid (dependent upon the practice of the business unit) to the Participant during the Incentive Plan Year disregarding any
deferral elections, premiums, expatriate allowances, expense reimbursements, commissions, other incentives, severance or termination pay, lump sum merit awards, payments from deferred compensation arrangements and compensation attributable to the
exercise of stock options or other forms of long-term incentive compensation. 

  

	b)	The Board means the SLC Board of Directors. 

  

	c)	Cash Flow means Net Cash from Operating Activities, plus Tobacco Divestiture Proceeds, less Capital Expenditures. Merger and acquisition activity would be included with the
exception of the possible sale of the Sara Lee Apparel Europe business. 

  

	d)	The Committee is the Compensation and Employee Benefits Committee of the Board. 

  

	e)	Division means an operating profit center of SLC. 

  

	f)	Earnings Per Share means diluted earnings per share. 

  

	g)	Exclusions means the automatic exclusion of the following from relevant financial data for purposes of measuring performance (subject to the Committee’s use of negative
discretion): 

  

	 	1.	Any other extraordinary or unusual charges or income (accounting definition) that are quantified and identified separately on the face of the Income Statement


  

	 	2.	Revisions to the U.S Internal Revenue Code 

  

	 	3.	Changes in generally accepted accounting principles 

  

	 	4.	Gains or losses from discontinued operations (accounting definition) 

  

	 	5.	Restructuring charges 

  

	 	6.	Acquisitions made during the fiscal year and not included in the Annual Operating Plan will be excluded. Divestitures made during the fiscal year and not included in the Annual
Operating Plan as divestments will only be included through the date of divestment. 

  

	h)	Incentive Plan Year is the same as SLC’s fiscal year beginning on July 4, 2004 and ending July 2, 2005. 

  

	i)	Operating Profit means operating profits as shown on Line 16 of the EO-200 income statement, with the following adjustment(s): 

  

	 	1.	Operating Profit of businesses acquired during the year and not included in the Annual Operating Plan shall be excluded. 

  

	 	2.	Operating Profit of businesses divested and not included in the Annual Operating Plan as divestments will only be included through the date of divestment.


  

	j)	Participant means an “A”, “B” or “C” level executive of SLC or any of its Divisions or business units. 

  

	k)	Return on Investment (“ROI”) as defined in Finance Policy 130. 

  

	l)	Standards of Performance means a Financial or Individual performance measure. 

  

	m)	Total Disability is as defined under the SLC Long-Term Disability Plan or the specific Sara Lee sponsored disability plan under which the Participant is covered.