SARA LEE CORPORATION
1998 Long-Term Incentive Stock Plan
Form of Stock Option Grant Notice and Agreement
Sara Lee Corporation (the “Company”) is pleased to confirm that you have been granted a stock option (an
“Option”), effective as of (the “Grant Date”), as provided in this agreement (the “Agreement”):
1. Option Right. 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 the exercise price
specified below (the “Exercise Price”).
2. Option. This Option is a non-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 will be supplied to you upon your request, and the provisions of which are
incorporated herein by reference. 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 earlier
expiration upon your death, disability or other termination of employment, as provided below.
4. Vesting. This Option may be exercised 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 first anniversary of the Grant Date, this Option will vest with respect to one-third of the Option Shares, and on each
subsequent anniversary of the Grant Date on which you continue to be employed by the Sara Lee Companies, your Option will
vest with respect to an additional one-third of the Option Shares, until you are 100% vested in your Option on the third
anniversary of the Grant Date.
5. Death, Total Disability or Re