Restricted Stock Unit Grant Notice



  
 Exhibit 10.4

  
 SARA LEE CORPORATION 
 RESTRICTED STOCK UNIT GRANT NOTICE 
 FY 05-07 LTRSU 
  

			
	 	 	 
	(“Participant”)	 	 

  
 This Restricted Stock Unit (RSU)
Grant Notice made this August 26, 2004 (“Award Date”), by Sara Lee Corporation, a Maryland Corporation (“Corporation”) to Participant is evidence of an award made under the Sara Lee Corporation 1998 Long-Term Incentive Stock
Plan (“Plan”) which is incorporated into this Grant Notice by reference. A copy of the Plan has been provided to the Participant and is also available from the Sara Lee Corporate Compensation department. 
  
 Restricted Stock Unit Award. Subject to the restrictions, limitations, terms
and conditions specified in the FY05-07 LTRSU Program Description (“Program Description”), the Plan and this Grant Notice, the Corporation hereby awards to the Participant as of the Award Date 
  

					
	 	  	              restricted stock units (RSUs)
	  	 
			
	 	  	 from the FY05-07 LTRSU grant
	  	 
			
	 	  	 which vest as follows:
	  	 
	 	  	          RSUs on Aug-31, 2005
	  	 
	 	  	          RSUs on Aug-31, 2006
	  	 
	 	  	          RSUs on Aug-31, 2007
	  	 

  
 which are considered Stock Awards
under the Plan. These RSUs will remain restricted until the end of each Vesting Date (“Vesting Date”). 
  
 Prior to the Vesting Dates, the RSUs are not transferable by the Participant by means of sale, assignment, exchange, pledge, or otherwise. 
  
 Dividend Equivalents. Subject to the restrictions, limitations and conditions
as described in the Plan, Dividend Equivalents payable on the RSUs will be accrued on behalf of the Participant at the time that dividends are otherwise paid to owners of Sara Lee Corporation common stock. 
  
 Distribution of the Award. If the distribution is subject to tax withholding,
such taxes will be settled by withholding cash and/or a number of shares with a market value not less than the amount of such taxes. Any cash from Dividend Equivalents remaining after withholding taxes are paid will be paid in cash to the
Participant. The net number of shares of Sara Lee Corporation stock to be distributed will be delivered to the Participant as soon as practicable after each of the Vesting Dates. If withholding of taxes is not required, none will be taken and the
gross number of shares will be distributed. The Participant is personally responsible for the proper reporting and payment of all taxes related to distribution. 
  

Election to Defer Distribution. If the distribution is subject to U.S. tax law, the Participant may elect to defer the distribution of some or all of the
RSUs. Such election must be received in writing by the Corporation no later than December 30 of the year prior to each of the Vesting Dates. The deferral, if elected, will result in the transfer of the RSUs into the Corporation’s Executive
Deferred Compensation Plan’s Stock Equivalent Fund in effect at the time the RSUs would have otherwise been distributed. The Executive Deferred Compensation Plan rules will 

  

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govern the administration of this award beginning on the date the RSUs are credited to the Executive Deferred Compensation Plan. 
  
 Death, Total Disability or Retirement. If you cease active employment with the
Corporation, because of your death or permanent and total disability (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 retirement at age 55 or later and if you have at least 10 years of service with the Corporation (or as otherwise defined under the appropriate retirement benefit plan of the Corporation), the award will continue to vest. These provisions
apply only to awards under the FY05-07 LTRSU; other types of RSU awards may have different provisions. 
  
 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 Corporation, including but not
limited to: (1) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Corporation, (2) violating any Corporation policies, (3) soliciting any present or future employees or customers of the
Corporation to terminate such employment or business relationship(s) with the Corporation, (4) disclosing or misusing any confidential information regarding the Corporation, or (5) participating in any activity not approved by the Board of Directors
which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Corporation (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 of a RSU Vesting Date, you shall pay to the Corporation in cash any
financial gain you realized from the vesting of the RSU. For purposes of this section, financial gain shall equal, the difference between the fair market value of the Common Stock on the Vesting Date, multiplied by the number of RSUs actually
distributed pursuant to this award, 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, you consent to and authorize the
Corporation to deduct from any amounts payable by the Corporation to you, any amounts you owe to the Corporation under this section. This right of set-off is in addition to any other remedies the Corporation may have against you for your breach of
this Agreement. 
  
 Conformity with the Plan. This award is intended
to conform in all respects with, and is subject to, all applicable provisions of the Plan. Any inconsistencies between this Grant Notice, the Plan or the Program Description shall be resolved in accordance with the terms of the Plan. By your
acceptance of this Grant Notice, you agree to be bound by all of the terms of this Grant Notice, the Plan and Program Description. 
  
 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 the Plan, this Grant Notice or the Program Description will be determined and resolved by the Compensation and Employee Benefits Committee of the Corporation’s Board of Directors (“Committee”). Such determination or
resolution by the Committee will be final, binding and conclusive for all purposes. 
  
 Employment Rights. Nothing in the Plan, this Grant Notice or the Program Description confers on any Participant any right to continue in the employ of the Corporation or in any way 

  

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affects the Corporation’s right to terminate the Participant’s employment without prior notice any time for any reason. 
  
 Amendment. Notwithstanding anything in the Plan, the Program Description or
this Award Notice to the contrary, this award may be amended by the Corporation without the consent of the Participant, including but not limited to modifications to any of the rights granted to the Participant under this award, at such time and in
such manner as the Corporation may consider necessary or desirable to reflect changes in law. 
  

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