Fiscal Year 2008-2010 Long-Term Restricted Stock Unit Grant Program Description



 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. 
  

	•	 	 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. 


  

	•	 	 You do not have voting rights on RSUs until the RSUs are converted to actual shares. 


 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 has elected to defer eligible distributions of the shares until a later
date (“Deferred Vesting Date”). The market value of SLC common stock on the Vesting Date or the Deferred Vesting Date, as the case may be, will determine the amount of taxable income. When the number of shares actually earned has been
determined, the market value of the shares on the Vesting Date or the Deferred Vesting Date, as well as the proportionate dividend equivalents are considered taxable income to the Participant. This amount is then subject to any applicable federal,
state and local withholding. Amounts necessary to settle the tax-withholding obligation will be withheld from the accrued dividend equivalents and/or shares otherwise to be distributed to the Participant. 
 Countries other than the United States 
 Tax laws vary
significantly from country to country, so professional advice should be obtained from appropriate counsel concerning the tax consequences of this grant. In most cases, Participants incur no taxable income from RSUs when initially awarded, or on the
accrued dividend equivalents, until the Vesting Date. When the shares are earned, both the market value of the shares on the Vesting Date as well as the dividends distributed are typically considered income. For Participants residing outside the
U.S. and not subject to U.S. tax laws, tax withholding for certain countries may be required and will be taken by Sara Lee Corporation in the U.S. Each Participant is responsible for compliance with the relevant legal and tax regulations in his or
her tax jurisdiction. 
 Impact on Other Benefits 
 Any
shares or dividend equivalents ultimately earned under this LTRSU grant are not considered compensation for purposes of any retirement plan, severance arrangement or other benefit plans in which a Participant currently participates or may become
eligible to participate in at a later date. 
 Stock Ownership Compliance 
 These RSUs will count towards the Corporation’s stock ownership guidelines during the Service Period. 
 Forfeiture

 Notwithstanding anything contained in this document to the contrary, if you engage in any activity inimical, contrary or harmful to the interests of
the Company, including but not limited to: (1) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (2) violating any Company policies, (3) soliciting any present or future
employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (4) disclosing or misusing any confidential information regarding the Company, or (5) participating in any activity not
approved by the Board of Directors of the Company which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful
conduct”), then (i) this RSU award, to the extent it remains restricted, shall terminate automatically on the date on which you first engaged in such wrongful conduct and (ii) if the misconduct occurred within 6 months following the
Vesting Date, you shall pay to the Company in cash any financial gain you realized from the vesting of the RSU, and (iii) if the misconduct occurred after the RSU has been deferred in the Deferred Compensation Plan and prior to the deferred
payment date, you shall forfeit the deferred RSU and this RSU award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of this section, financial gain shall equal, the fair market value of the
Common Stock on the Vesting Date, multiplied by the number of RSUs pursuant to the vesting (without reduction for any shares of 

  

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Common Stock surrendered or attested to for tax withholding purposes) reduced by any taxes paid in countries other than the United States (which taxes are
not otherwise eligible for refund from the taxing authorities). By accepting this RSU award, you consent to and authorize the Sara Lee Companies to deduct from any amounts payable by the Sara Lee Companies to you, any amounts you owe to the Company
under this section. This right of set-off is in addition to any other remedies the Company may have against you for the wrongful conduct. 
 Administrative Guidelines 
 The following guidelines apply to the FY08-10 LTRSU grant. Additional Administrative Guidelines may be adopted,
as needed, during the Service Period for the efficient administration of the Plan. 
  

	•	 	 The Compensation and Employee Benefit Committee (“Committee”) is responsible for administering the Plan and has full power and authority to interpret the
Plan and to adopt rules, regulations and guidelines for administering the Plan, as it deems necessary. 


  

	•	 	 The Committee functions as the Plan Administrator and its decisions are binding on all Participants. 


  

	•	 	 The Committee reserves the right, in its absolute discretion, to make further adjustments in awards granted to any Participant prior to the release of those RSUs.



  

	•	 	 The Committee may, as it deems appropriate, delegate some or all of its power to the Chief Executive Officer of Sara Lee Corporation. However, the Committee may not
delegate its power concerning the grant, timing, pricing or amount of an award to any person who is a corporate officer or Key Executive. 


  

	•	 	 The Committee will approve the awards at the time they are granted for all Corporate Officers and Key Executives. The RSUs to be distributed along with the related
dividend equivalents will be distributed as soon as practicable after the Vesting Date. 


  

	•	 	 Awards may be made to new Participants during the first year of the Service Period. The number of RSUs awarded may be adjusted to reflect that the executive is not
a Participant for the entire Service Period. 


  

	•	 	 Awards may also be made to Participants who change positions during the first year of the Service Period, if such a change would have resulted in the Participant
qualifying for an increased level of award. 


  

	•	 	 In the event of death or permanent and total disability (as defined under the appropriate disability benefit plan if applicable) the RSUs immediately vest and will
be distributed to the estate or Participant as soon as practicable after that event date. 


  

	•	 	 In the case of a Participant attaining age 55 or older and having at least 10 years of service with the Corporation when a Participant’s employment terminates
or attaining age 65, regardless of service, the RSUs will continue to vest under the normal vesting schedule (no pro-ration) and payout will occur at the normal payout time. 


  

	•	 	 A Participant who resigns or is terminated for cause during the Service Period generally forfeits the rights to all RSUs and any accrued dividend equivalents.
Exceptions to this rule must be approved by the Chief Executive Officer of Sara Lee Corporation. 


  

	•	 	 A Participant who is involuntarily terminated and receives severance from the Company is eligible for a pro-rated distribution of shares and any accrued dividend
equivalents. Active service as well as the severance period will be used to determine the pro-ration and payout will occur at the normal payout time. 


  


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	•	 	 In the event of a sale, closing, spin-off or other disposition of the Participant’s business unit, resulting in the termination of the Participant’s
employment with the Company, the Participant will be eligible for a full distribution of shares and any accrued dividend equivalents. The shares will be distributed as soon as practicable after the event. 


  

	•	 	 Should a change in control occur (as defined in the Stock Plan), the Committee will decide what effect, if any, this should have on the awards which are outstanding
under this Plan. 


  

	•	 	 If any statement in this Plan Description or any oral representation differs from the Stock Plan, the Stock Plan document prevails. The Stock Plan, the Grant
Notice, and the Plan Description collectively comprise all terms and conditions applicable to the FY08-10 LTRSU grant. 


  

	•	 	 Any stock dividend, stock split, combination or exchange of securities, merger, consolidation, recapitalization, spin-off or other distribution of any or all of the
assets of the Company will be handled as provided for in the Stock Plan. 


  

	•	 	 Nothing in the LTRSU grant shall confer on a Participant any right to continue in the employ of SLC or in any way affect SLC’s right to terminate the
Participant’s employment in accordance with applicable laws. 


  

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 Appendix I 
  

					
	Definitions	 	FY08- 10 LTRSU	 	

  

	a)	Award Date means the date upon which the Committee approved the awards under this Plan. In this case the Award Date can mean August 30, 2007 or January 31, 2008,
unless an alternate date was required for tax and/or legal reasons in locations outside the United States. 

  

	b)	The Committee means the Compensation and Employee Benefits Committee of the Sara Lee Corporation Board of Directors. 

  

	c)	Company, Corporation or SLC means Sara Lee Corporation or any entity that is directly or indirectly controlled by Sara Lee Corporation, and its subsidiaries.


  

	d)	Deferred Vesting Date means the Distribution Date specified under the Sara Lee Corporation Executive Deferred Compensation Plan, in the event the Participant elected to defer
his or her LTRSU award. 

  

	e)	Dividend Equivalents has the same meaning as in the Stock Plan. 

  

	f)	E*Trade is Sara Lee Corporation’s executive equity outsourcing vendor. 

  

	g)	Grant Notice means the electronic document provided to each Participant evidencing the number of restricted stock units awarded, Vesting Dates and the basic terms and
conditions of the award. 

  

	h)	Key Executive means an employee whose salary, when expressed in U.S. dollars, is above the midpoint of salary grade 39. 

  

	i)	Participant means an executive of the company who has been determined to be an eligible Participant and who has received a Grant Notice specifying the basic terms of
participation in this Plan. 

  

	j)	Restricted Stock Units (“RSUs”) has the same meaning as “stock awards” as that term is used in the Stock Plan. 

  

	k)	Service Period is the three-year period of August 30, 2007 through and including August 31, 2010. 

  

	l)	Stock Plan means the Sara Lee Corporation 1998 Long-Term Incentive Stock Plan or its successor plan or plans. 

  

	m)	Total Disability is defined in the Key Executive Long-Term Disability Plan of SLC. 

  

	n)	Vesting Date means August 31, 2010. 

  

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