Employment Agreement



 Exhibit 10.3 
 EMPLOYMENT AGREEMENT 
 THIS AGREEMENT entered into as of April 1, 2003 by and between Sara Lee
Corporation, a Maryland corporation, with its principal place of business at Three First National Plaza, Suite 4700, Chicago, Illinois 60602 U.S.A. (“Sara Lee”), and V.H.A.M. Janssen, an individual whose principal residence is at
Zandberglaan 19, 4818 GN Breda, the Netherlands (“Janssen”). 
 Introduction 
  

	A.	Janssen is a Vice President of Sara Lee (effective March 27, 2003). Janssen serves as Member of the Board of Management of Sara Lee/DE International B.V., an indirect,
wholly-owned subsidiary of Sara Lee, incorporated in the Netherlands (“Sara Lee/DE”), effective July 1, 2003. 

  

	B.	Janssen has agreed to serve Sara Lee as a Vice President in consideration for certain compensation and benefits. 

  

	C.	Sara Lee has granted certain compensation and benefits to Janssen in consideration for his services as Vice President. 

  

	D.	Janssen has entered into an employment agreement with Sara Lee/DE, providing for certain compensation and benefits related to his services as Member of the Board of Management of
Sara Lee/DE (the “Sara Lee/DE Employment Agreement”). 

  

	E.	Janssen and Sara Lee desire to determine the terms and conditions for servicing Sara Lee and to enter into a written employment agreement (the “Employment Agreement”).


 Now therefore, Sara Lee and Janssen hereby agree as follows: 
  

	1.	Employment – Duties and Responsibilities 

 Subject to the terms and conditions of this Agreement, Sara Lee agrees to employ Janssen as of April 1, 2003 (in the capacity of Vice President effective March 27, 2003). In consideration of the compensation and benefits provided
for in this Agreement, Janssen agrees to perform such services as may be requested from time to time by Sara Lee. Without limiting the foregoing, Janssen agrees to assist with the ongoing design and development of Sara Lee’s business
strategies, acquisitions and divestment policies, human resources policies and communication policies, in particular in relation to the Household & Body Care Division. In addition, Janssen agrees to represent Sara Lee externally and enhance
investor relations and contribute to and establish programs and policies to optimize the financial results of the respective operating companies of Sara Lee. In undertaking the foregoing duties and responsibilities, the parties acknowledge and agree
that Janssen requires to be in the U.S.A. for at least fifteen days per year. 
  

	2.	Employment at Will 

 The parties acknowledge and
agree that Janssen shall hold his office as Vice President of Sara Lee as an “at will” employee of Sara Lee and that this Agreement and his employment may be terminated by Sara Lee at any time without reason or cause. 
  

	3.	Annual Salary 

 In consideration for the services
rendered by Janssen to Sara Lee, during the term of this Agreement and commencing as of April 1, 2003 Sara Lee shall pay Janssen an annual gross salary of €87,000. Sara Lee shall evaluate Janssen’s performance at least annually and
may adjust his annual salary as of 








 
January 1 of each succeeding year that this Agreement remains in effect. Sara Lee shall pay Janssen’s salary, after deducting or withholding all
applicable payroll taxes and premiums due in the U.S.A., paid in advance, in four quarterly installments, on or about the last business day of December, March, June and September. At Janssen’s request, Sara Lee will arrange for the direct
deposit (via wire transfer or other electronic delivery) of Janssen’s quarterly annual salary payments to Janssen’s bank or other financial institution. 
  

	4.	Annual Incentive Plan 

 During the term of this
Agreement, Janssen shall be entitled to participate in the Sara Lee Corporation Annual Incentive Plan (the “Annual Plan”) in accordance with the terms and conditions of the Annual Plan. The Annual Plan currently provides for the
opportunity to earn additional compensation in cash, Sara Lee Corporation common stock or restricted stock units (the “Annual Bonus”). The potential amount of the Annual Bonus may be related to the performance of operating businesses for
which Janssen is responsible, the performance of Sara Lee Corporation in its entirety, and the performance of Janssen in meeting certain individual performance criteria. Any award earned by Janssen under the Annual Plan is payable to Janssen at the
same time as awards under the Annual Plan are paid to other Sara Lee executives at Janssen’s level. 
  

	5.	Agreement with Respect to Confidential Information 

  

	 	(a)	Nondisclosure of Confidential Information 

 Janssen
agrees, during the term of employment and after employment, to keep confidential all information relating to the business of Sara Lee which he learns or develops or has access to during the term of this employment, excepting only such information as
is already known to the public, or becomes known to the public through no fault of Janssen, and not to use (except in the ordinary course of his employment), release, or disclose the same except with the prior written permission of Sara Lee. As used
in this Agreement, “confidential information” means any information or compilation of information relating to the business of Sara Lee not publicly known or readily ascertainable by proper means. It includes, but is not limited to, trade
secrets, customer lists, price lists, and information relating to products, technology, research, development, manufacturing, purchasing, accounting, engineering, marketing, merchandising and selling. 
  

	 	(b)	Sara Lee Property 

 Janssen agrees that all Sara Lee
property including records, files, memoranda, reports, price lists, customer lists, plans documents, equipment and the like, relating to the business of Sara Lee, which Janssen shall use or prepare or come into contact with, shall be the exclusive
property of Sara Lee. Janssen further agrees that upon request by Sara Lee, and in any event upon termination of employment, Janssen shall turn over to Sara Lee such property in his possession or under his control. 
  

	6.	Remedies 

 Janssen agrees that this Agreement is
intended to protect and preserve legitimate business interests of Sara Lee and that it will be difficult, if not impossible, to compute the amount of loss and damage to Sara Lee if Janssen should breach his covenants under this Agreement. It is
further agreed that any breach or threatened breach of this Agreement may render irreparable harm to Sara Lee. Accordingly, in the event of a breach or threatened breach by Janssen, Sara Lee shall have available to it all remedies provided by law or
equity, including, but not limited to, preliminary and permanent injunctive relief, without the requirement to deliver or post security, to restrain Janssen from violating this Agreement. Nothing herein shall be construed as prohibiting Sara Lee
from pursing any other remedies available to it. Not withstanding any legal remedies available to Sara Lee as a result of a breach of this Agreement, in the event of a breach by Janssen, Sara Lee shall be entitled to withhold 

  

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and avoid payment of any money or other benefits due or to become due under this or any other agreement between Janssen and Sara Lee with the exception of
any basic compensation earned prior to termination. 
  

	7.	Termination and Severance 

 In the event this
Agreement is terminated by Sara Lee, Janssen shall be eligible for severance benefits subject to the terms and conditions of the Sara Lee Corporation Severance Policy for Corporate officers, as amended from time to time (the “Policy”). The
severance benefits, if any, payable under the Policy shall be the sole and exclusive severance benefits payable to Janssen. 
  

	8.	Other Terms and Conditions of Employment 

 This
Agreement shall not be deemed to amend or modify the terms and conditions of the Sara Lee/DE Agreement. The Sara Lee/DE Agreement shall remain in full force and effect in accordance with its provisions. 
  

	9.	Governing Conditions 

 This Agreement shall be
construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Illinois. 
  

	10.	Entire Agreement/Amendments 

 This Agreement
supersedes all existing agreements between the parties, whether written or oral. No change, modification or amendment of this Agreement shall be of any effect unless in writing and signed by Janssen and Sara Lee. 
  

					
	/s/ V.H.A.M. Janssen	 	Sara Lee Corporation
			
		 	By:	 	 /s/ Lois Huggins

		 		 	Vice President, Human Resources

  

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