**Exhibit 10.33**

**SARA LEE CORPORATION**

**1998 Long-Term Incentive Stock Plan**

**Stock Option Grant Notice and Agreement**

{Name of Participant} 

**(“Participant”)**

Sara Lee Corporation (the “Company”) is pleased to confirm that you have been granted a stock option (an “Option”), effective as of{date} (the “Grant Date”), as provided in this Stock Option Grant Notice and Agreement (the “Agreement”): 

**1. OptionRight.** Your Option is to purchase, on the terms and conditions set forth below, the following number of shares (the “Option Shares”) of the Company’s Common Stock, par value $.01 per share (the “Common Stock”) at theexercise price specified below (the “Exercise Price”). 

 

**which vests as follows:**

{vesting schedule}**on**{vesting date} 

**Acceptance of Terms and Conditions.**Byelectronically acknowledging and accepting this Award, you agree to be bound by the terms and conditions herein, the Plan and any and all conditions established by the Company in connection with Awards issued under the Plan, and understand that thisAward does not confer any legal or equitable right (other than those rights constituting the Award itself) against the Sara Lee Companies directly or indirectly, or give rise to any cause of action at law or in equity against the Sara Lee Companies.In order to vest in the (Options/RSUs) described in this Agreement, you must accept this Award. ****

**2. Option.** This Option is anon-qualified stock option that is intended to conform in all respects with the 1998 Long-Term Incentive Stock Plan (the “Plan”), a copy of which has been provided to the Participant, and the provisions of which are incorporated herein byreference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.****

**3. Expiration Date.** This Option expires on the tenth anniversary of the Grant Date (the “Expiration Date”), subject to earlierexpiration upon your death, disability or other termination of employment, as provided below.****

**4. Vesting.** This Option may beexercised only to the extent it has vested. Subject to paragraphs 5 and 6 below, if you are continuously employed by the Company or any of its subsidiaries (collectively, the “Sara Lee Companies”) from the Grant Date until the VestingDate, this Option will vest with respect to the percentage of the Option Shares indicated above on that Vesting Date. 

**5. Death, TotalDisability or Retirement.** If you cease active employment with the Sara Lee Companies, because of your death or permanent and total disability (as defined under the appropriate disability benefit plan if applicable), all Option Shares will vestimmediately and the last date on which Option Shares may be exercised will be the earlier of five years from the date of death or disability or the expiration date of this award. In the case of your attaining age 55 or older and, if you have atleast 10 years of service with the Sara Lee Companies when your employment terminates or attain age 65 regardless of service, the award will continue to vest after your termination and the last date on which Option Shares may be exercised will bethe Expiration Date. These provisions apply only to the awards granted herein; other types of awards may have different provisions. 

 

1 

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

**(a) Involuntary Termination**. If your employment with the Sara Lee Companies is terminated by the Company and you are eligible to receiveseverance benefits under the Sara Lee Corporation Severance Plan for Corporate Officers, the Severance Pay Plan, the Severance Pay Plan for Executives, the Severance Pay Plan for Certain Events or any other written severance plan of the Company(collectively, a “Severance Event Termination”), the last day on which this Option may be exercised is the earlier of (i) the Expiration Date or (ii) 90 days following the last day of your severance period as defined in yourseverance agreement. This Option will continue to vest only through the last day of your severance period. 

In the event your employmentwith the Sara Lee Companies is terminated as a result of the sale, closing or spin-off of a division, business unit or other component of the Company, all Options will vest as of the closing date of the transaction and be exercisable for six monthsfollowing the closing date of the transaction, subject to the provisions of paragraph 5, unless otherwise determined by the Company. This provision does not apply with respect to any transaction that would be considered a Change of Control asdefined in Article X of the Plan. 

**(b) Voluntary Termination and Non-Severance Event Termination**. If your employment terminates forreasons other than those described in 5 and 6(a), (i.e., you voluntarily terminate your employment with the Sara Lee Companies or your employment is terminated by a Sara Lee Company and you are not eligible for severance pay under the Company’sseverance plans), then this Option shall terminate 90 days after the date of your termination of employment. Vesting of this Option ends on the date of your termination of employment. 

**7. Exercise.** This Option may be exercised in whole or in part for the number of shares specified (which in all cases must be at least the lesserof 250 or the total number of shares outstanding under this Option) with the Company’s designated agent by remitting full payment of the Exercise Price for such number of Option Shares. A number of exercise alternatives are available throughthe Company’s agent. This Option will be considered exercised on the date of (a) your execution of the exercise with the Agent and (b) your payment of the Exercise Price have both been received by the Agent. Electronic acceptance ofthe grant as well as the exercise of any portion of this Option will be considered your acceptance of all terms and conditions specified in this Agreement. 

**8. Forfeiture**. Notwithstanding anything contained in this Agreement 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 toterminate 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 which couldreasonably 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 Option, to the extent itremains unexercised, 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 you realized from exercising all or a portion of this Optionwithin the six month period immediately preceding such wrongful conduct. For purposes of this paragraph 8, financial gain shall equal, on each date of exercise during the six month period immediately preceding such wrongful conduct, the differencebetween the fair market value of the Common Stock on the date of exercise and the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to that exercise (without reduction for any shares of Common Stock surrendered orattested to) reduced by any taxes paid in countries other than the United States to acquire and or exercise and which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this Option, you consent to and authorize theCompany to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this paragraph 8. This right of set-off is in addition to any other remedies the Company may have against you for your breach of thisAgreement. 

 

2 

**9. Rights as a Stockholder.** You will have no rights as a stockholder with respect to any OptionShares until and unless ownership of such Option Shares has been transferred to you.****

**10. Transferability of Option Shares.**You may not offer, sell or otherwise dispose of any Common Stock covered by the Option in a way which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing understate law or the laws of any other country) or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, the rules and regulationspromulgated thereunder, any other state or federal law, or the laws of any other country. The Company reserves the right to place restrictions on Common Stock received by you pursuant to this Option.****

**11. Conformity with the Plan.** This Option is intended to conform in all respects with, and is subject to all applicable provisions of the Plan.Inconsistencies between this Agreement, the Plan or the Program Description shall be resolved in accordance with the terms of the Plan. By your acceptance of this Agreement, you agree to be bound by all of the terms of this Agreement, the Plan andthe Program Description.****

**12. Interpretations.** Any dispute, disagreement or question which arises under, or as a resultof, or in any way relates to the interpretation, construction or application of the Plan, this Grant Agreement or the Program Description will be determined and resolved by the Compensation and Employee Benefits Committee of the Company’s Boardof Directors (“Committee”) or its authorized delegate. Such determination or resolution by the Committee or its authorized delegate will be final, binding and conclusive for all purposes. 

**13. No Rights to Continued Employment.** Nothing in this Agreement, the Plan or Program Description confers any right on you to continue in theemploy of the Sara Lee Companies or affects in any way the right of a Sara Lee Company to terminate your employment with or without prior written notice at any time for any reason. 

**14. Consent to Transfer Personal Data**. By accepting this Award, you voluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph. You are not obliged to consent to such collection, use, processing and transfer of personal data. However, failure to provide the consent may affect your ability to participate in the Plan.The Company holds certain personal information about you, that may include your name, home address and telephone number, fax number, email address, family size, marital status, sex, beneficiary information, emergency contacts, passport/visainformation, age, language skills, drivers license information, date of birth, birth certificate, social security number or other employee identification number, nationality, C.V. (or resume), wage history, employment references, job title,employment or severance contract, current wage and benefit information, personal bank account number, tax-related information, plan or benefit enrollment forms and elections, option or benefit statements, any shares of stock or directorships in theCompany, details of all options or any other entitlements to shares of stock awarded, canceled, purchased, vested, unvested or outstanding in the Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). TheCompany and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and the Company may further transfer Data to any third partiesassisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. You authorize them to receive, possess, use, retain and transfer the Data, inelectronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holdingof shares of stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of stock acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments to it or withdraw theconsents herein in writing by contacting the Company; however, withdrawing your consent may affect your ability to participate in the Plan.****

 

3 

**15. Miscellaneous.******

**(a) Modification.** The grant of this Option is documented by the minutes of the Committee which records are the final determinant of the number ofshares granted and the conditions of this grant. The Committee may amend or modify this Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option, provided that no such amendmentor modification shall impair your rights under this Agreement without your consent. Except as in accordance with the two immediately preceding sentences and paragraph 17, this Agreement may be amended, modified or supplemented only by an instrumentin writing signed by both parties hereto. 

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

**(c) Successors and Assigns.** Except as otherwise provided herein, thisAgreement 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 such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalidunder applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 

**16. 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, orspouse, and shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with legal process. 

**17. Amendment.** Notwithstanding anything in the Plan, any program description or this Award Notice to the contrary, this award may be amended by the Company without the consent of the Participant, including but not limited tomodifications to any of the rights granted to the Participant under this award, at such time and in such manner as the Company may consider necessary or desirable to reflect changes in law. 

SARA LEE CORPORATION 

 

4