**Exhibit 10.2**

 

**SARA LEE CORPORATION**

**Form of Restricted Cash Award Grant Notice and Agreement**

**TRANSFORMATION RETENTION GRANT**

 

**«First_Name» «Last_Name»**

**(“Participant”)**

 

**This Restricted Cash Award (“RCA”) Grant Notice and Agreement (“Agreement”)** made this {date} (“Award Date”), by Sara Lee Corporation,a Maryland Corporation (“Corporation”) to Participant is evidence of a RCA made by Sara Lee Corporation. 

 

**1. Restricted Cash Award.** Subject to the restrictions, limitations, terms and conditions specified in this Agreement, the Corporationhereby awards to the Participant as of the Award Date a 

 

**Restricted Cash Award (RCA) of «RCA»**

 

**which vests as follows:**

 

**100% on«Award_Date»**

 

 

This RCA will remain restricted until the Vesting Date (“Vesting Date”). Prior to the Vesting Date, the RCA is not transferable by the Participant by means of sale, assignment, exchange, pledge, orotherwise. 

 

**2. Distribution of the Award.** The RCAmay be converted to U.S. dollars on the Vesting Date and then will be delivered to the Participant as soon as practicable after the Vesting Date. If the distribution is subject to tax withholding, such taxes will be settled by withholding cash fromthe distribution. The Participant is personally responsible for the proper reporting and payment of all taxes related to distribution. 

 

**3. Death, Total Disability or Retirement.** If you cease active employment with the Corporation, because of your death or permanent and totaldisability (as defined under the appropriate disability benefit plan if applicable), the award will vest immediately and be distributed to you or your estate as soon as practical. In the case of your voluntary retirement any non-vested portion ofthe award will be canceled. These provisions apply only to awards under this Agreement; other types of awards may have different provisions. 

 

**4. Involuntary Termination, Voluntary Termination and Non-Severance Event Termination.**

 

**(a) Involuntary Termination**. If your employment withthe Company is terminated by the Company and you are eligible to receive severance benefits under the Sara Lee Corporation Severance Plan for Corporate Officers, the Severance Pay Plan, the Severance Pay Plan for A & B Level Executives, theSeverance Pay Plan for Certain Events or any other written severance plan of the Company (collectively, a “Severance Event Termination”), you will receive the non-vested after the vesting date. 

 

In the event your employment with the Company is terminatedas a result of the sale, closing or spin-off of a division, business unit or other component of the Company, all RCAs will vest as of the closing date of the transaction and be distributed as soon as practicable after the closing date of thetransaction, unless otherwise determined by the Company. This provision does not apply with respect to any transaction that would be considered a Change of Control as defined in Article X of the Sara Lee Corporation 1998 Long-Term Incentive StockPlan (“Plan”). 

 

**(b) VoluntaryTermination and Non-Severance Event Termination**. If your employment terminates for reasons other than those described in 3. and 4. above (i.e., you voluntarily terminate your employment with the Company or your employment is terminated by theCompany and you are not eligible for severance pay under any of the Company’s severance plans), then this RCA award shall be canceled on the date of your termination of employment. 

 

**5. Forfeiture.** Notwithstanding anything contained in this Agreement to the contrary, if you engage in anyactivity 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 anyCompany policies, (3) soliciting any present or future employees or customers of the Company to terminate such employment or business 

 

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relationship(s) with the Company, (4) disclosing or misusing any confidential information regarding the Company, or (5) participating in anyactivity not approved by the Board of Directors 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 “wrongfulconduct”), then this RCA award, (i) to the extent it remains unvested, shall terminate automatically on the date on which you first engaged in such wrongful conduct and (ii) you shall pay to the Company in cash any financial gain yourealized from the distribution of all or a portion of this RCA award within the six month period immediately preceding such wrongful conduct. By accepting this Award, you consent to and authorize the Company to deduct from any amounts payable by theCompany to you, any amounts you owe to the Company under this paragraph 5. This right of set-off is in addition to any other remedies the Company may have against you for your breach of this Agreement. 

 

**6. Acceptance.** By your acceptance of this Award, you agree to bebound by all of the terms of this Agreement. 

 

**7.Interpretations.** Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of this Agreement, will be determined and resolved by the Compensationand Employee Benefits Committee of the Corporation’s Board of Directors (“Committee”) or its authorized delegate. Such determination or resolution by the Committee or its delegate will be final, binding and conclusive for allpurposes. 

 

**8. No Rights to Continued Employment.** Nothingin this Agreement confers any right on you to continue in the employ of the Company or affects in any way the right of the Company to terminate your employment with or without prior written notice at any time for any reason. 

 

**9. Miscellaneous.******

 

**(a) Modification.** The grant of this RCA is documentedby the minutes of the Committee and or as approved by the CEO for non-corporate officers, which records are the final determinant of the amount of the Award and the conditions of this grant. The Committee may amend or modify this RCA in any mannerprovided that no such amendment or modification shall impair your rights under this Agreement without your consent. Except as in accordance with the two immediately preceding sentences and paragraph 11, this Agreement may be amended, modified orsupplemented only by an instrument in writing signed by both parties hereto. 

 

**(b) Governing Law.** All matters regarding or affecting the relationship of the Company and its stockholders shall be governed by the General Corporation Law of the State of Maryland. All other matters arisingunder this Agreement shall be governed by the internal laws of the State of Illinois, including matters of validity, construction and interpretation. You and the Company agree that all claims in respect of any action or proceeding arising out of orrelating to this Agreement shall be heard or determined in any state or federal court sitting in Chicago, Illinois, and you agree to submit to the jurisdiction of such courts, to bring all such actions or proceedings in such courts and to waive anydefense of inconvenient forum to such actions or proceedings. A final judgment in any action or proceeding so brought shall be conclusive and may be enforced in any manner provided by law. 

 

**(c) Successors and Assigns.** Except as otherwiseprovided herein, this Agreement will bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. 

 

**(d) Severability.** Whenever feasible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity,without invalidating the remainder of this Agreement. 

 

**10.Confidentiality.** You agree that you will not disclose the existence or terms of this Agreement to any other employees of the Company or third parties with the exception of your accountants, attorneys, or spouse, and shall ensure that none ofthem discloses such existence or terms to any other person, except as required to comply with legal process. Violating the terms of this section of the Agreement will be considered a breach of the Agreement and will be subject to the remedialprovisions described under Section 5. 

 

**11.Amendment.** Notwithstanding anything in this Agreement to the contrary, this award may be amended by the Company without the consent of the Participant, including but not limited to modifications to any of the rights granted to theParticipant under this Agreement, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law. 

 

SARA LEE CORPORATION 

 

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