CONSULTING AND RETIREMENT AGREEMENT





     Sara Lee Corporation (the "Company") and James R. Carlson ("Executive")

enter into this Consulting and Retirement Agreement (this "Agreement") on the

15th day of March, 2000 (the "Effective Date").



                              W I T N E S S E T H:

                              --------------------



     WHEREAS, Executive is employed by the Company as a Senior Vice President;



     WHEREAS, Executive and the Company desire to enter into an agreement

relating to Executive's retirement.



     NOW, THEREFORE, in consideration of the covenants and mutual promises

herein contained, it is agreed as follows:



     1.   RETIREMENT DATE. The Company and the Executive each have the

unilateral right, upon 90 days written notice to the other party, to designate

Executive's retirement date, provided however, that in no event shall his

retirement date be later than March 13, 2004 (the "Retirement Date"). The

Company or the Executive may designate the Retirement Date by delivering a

written notice in the form attached hereto as Exhibit A to the other party.

Until the Retirement Date, Executive shall continue as an employee and Senior

Vice President of the Company. At his Retirement Date, Executive shall resign

his employment and all appointments he holds with the Company and its

affiliates. Executive understands and agrees that his employment with the

Company will conclude on the close of business on the Retirement Date.



     2.   SALARY CONTINUATION PAYMENTS.



     (a)  The Company agrees to continue to pay Executive, commencing on the day

following the Retirement Date and ending on the earlier of (i) March 13, 2004 or

(ii) the date which is 24 months following the Retirement Date (the "Salary

Continuation Period"), Executive's then current base salary (but not less than

$41,667.00 per month) in equal monthly installments in accordance with the

Company's normal payroll practices (collectively, the "Salary Continuation

Payments"), less all applicable withholding taxes and other customary payroll

deductions. The Salary Continuation Payments will commence on the first payroll

date following the Retirement Date. Executive and Company agree that if the

Retirement Date is on or before March 13, 2002, the Executive shall receive 24

months of Salary Continuation Payments. To the extent the Retirement Date occurs

after March 13, 2002, then Executive shall receive less than 24 months of Salary

Continuation Payments.



     (b)  In the event of the Executive's death during the Salary Continuation

Period, the Salary Continuation Payments, the Short-Term Bonus referred to in

Paragraph 4, and any awards under the LTPIP referred to in Subparagraph 6(b),

shall be payable to Executive's designated beneficiary or, if none, to his

estate and, except to the extent benefits contemplated by this Agreement are

provided by their terms to be paid to Executive's heirs and beneficiaries, the

Company shall have no further obligations to Executive's beneficiaries under

this Agreement.







     (c)  The Salary Continuation Payments shall cease if the Executive becomes

reemployed by the Company or any enterprise in which the Company owns a

controlling interest.



     3.   RECEIPT OF OTHER COMPENSATION. Executive acknowledges and agrees that,

other than as specifically set forth in this Agreement, following the Retirement

Date, he is not and will not be due any compensation, including, but not limited

to, compensation for unpaid salary (except for amounts unpaid and owing for

Executive's employment with the Company and its affiliates prior to the

Retirement Date), unpaid bonus, severance and accrued or unused vacation time or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC