<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SARA LEE CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
MARYLAND 36-2089049
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
THREE FIRST NATIONAL PLAZA,
SUITE 4400,
CHICAGO, ILLINOIS
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
60602-4260
(ZIP CODE)
------------------------
CONSULTING AND NONCOMPETITION AGREEMENT
(FULL TITLE OF THE PLAN)
------------------------
JANET LANGFORD KELLY
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION, THREE FIRST NATIONAL PLAZA, SUITE 4400,
CHICAGO, ILLINOIS 60602-4260
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:
312/726-2600
------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $1.33 1/3 par value
(including Preferred Stock
Purchase Rights)................ 416,667 $28.63 $11,929,176 $4,114
====================================================================================================
</TABLE>
(1) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457, is based on the average of the high
and low prices, which average equals $28.63 per share, as reported on the
New York Stock Exchange Composite Transactions Tape on June 26, 1995.
==============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Corporation filed or to be filed with the
Commission are incorporated herein by reference as of their respective dates:
(a) Annual Report on Form 10-K for the fiscal year ended July 2, 1994.
(b) All other reports filed by the Corporation pursuant to Sections
13(a) or 15(d) of the Exchange Act since July 2, 1994.
(c) Registration Statement No. 33-18488 filed with the Commission on
November 12, 1987, Registration Statement No. 34-397183 on Form 8-A filed
with the Commission on May 11, 1988 (as amended by Form 8 thereto, filed
with the Commission on November 15, 1989), as to Description of the Common
Stock of the Corporation.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment to the Registration Statement relating to
the Common Stock offered hereby which indicates that all such Common Stock has
been sold, or which deregisters all such Common Stock then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Corporation by Janet Langford Kelly, Esq., Senior Vice
President, Secretary and General Counsel of the Corporation. As of May 31,
1995, Ms. Kelly owned 2,853 shares of Common Stock and had the right to
acquire 10,000 shares of Common Stock through the exercise of options pursuant
to stock option plans of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees and agents
under specified circumstances, which may include indemnity against expenses,
including attorney's fees and judgments, fines, and amounts paid in settlement
under the Securities Act. The Corporation has purchased and maintains insurance
as is permitted in said Section 2-418 on behalf of directors and officers, which
insurance may cover liabilities under the Securities Act. Article V of the
By-Laws of the Corporation provides for such indemnification to the extent and
under the circumstances permitted by said Section 2-418.
Article V of the By-laws of the Corporation provides as follows:
"SECTION 1. Right to Indemnification. Subject to the provisions of Section
3 of this Article V, the Corporation (a) shall indemnify its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (b) may indemnify other
employees and agents to such extent, if any, as shall be authorized by the Board
of Directors and be permitted by law.
"SECTION 2. Time for Payment Enforcement. Any indemnification, or payment
of expenses in advance of the final disposition of any proceeding, shall be made
promptly, and in any event within sixty (60) days, upon the written request of
the director or officer entitled to seek indemnification (the "Indemnified
Party"). The right to indemnification and advances hereunder shall be
enforceable by the Indemnified Party in any court of competent jurisdiction, if
(i) the Corporation denies such request, in whole or in part, or (ii) no
disposition thereof is made within 60 days. The Indemnified Party's costs and
expenses incurred in connection
II-1
<PAGE> 3
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the Corporation.
"SECTION 3. Standard of Conduct. Anything in these By-Laws to the contrary
notwithstanding, except in circumstances where indemnification is required under
the General Laws of the State of Maryland now or hereafter in force, no
indemnification of a director or officer may be made hereunder unless a
determination has been made in accordance with the procedures set forth in
Section 2-418(e) of the Maryland General Corporation Law that the party seeking
indemnification has met the requisite standard of conduct. A party seeking
indemnification shall be deemed to have met the requisite standard of conduct
unless it is established that:
"(a) The act or omission of the director or officer was material to
the matter giving rise to the proceeding; and
(i) was committed in bad faith; or
(ii) was the result of active and deliberate dishonesty; or
"(b) The director or officer actually received an improper benefit in
money, property or services; or
"(c) In the case of a criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.
"SECTION 4. General. The indemnification and advance of expenses provided
by this By-law shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advance of expenses may be entitled under any
law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is not contrary to law, both as
to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
shall continue in respect of all events occurring while a person was a director
or officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses hereunder shall be
deemed to be a contract between the Corporation and each director or officer of
the Corporation who serves or served in such capacity at any time while this
By-law is in effect.
"SECTION 5. Effective Time. This By-law shall be effective from and after
the date of its adoption [August 26, 1988] and shall apply to all proceedings
arising prior to or after such date, regardless of whether relating to facts or
circumstances occurring prior to or after such date. Nothing herein shall
prevent an amendment of this By-law, provided that no such amendment shall
diminish the rights of any person hereunder with respect to events occurring or
claims made before the adoption of such amendment or as to claims made after
such adoption in respect of events occurring before such adoption.
"SECTION 6. Further Action. The Board of Directors may take such action as
is necessary to carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such resolutions or
contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law."
ITEM 8. EXHIBITS
The following are filed as exhibits to this Registration Statement:
<TABLE>
<S> <C>
(3a) Articles of Restatement of the Charter of the registrant, dated April 5,
1990, defining the rights of holders of the registrant's securities,
incorporated by reference to Exhibit 4.1 of the Registration Statement No.
33-35760 on Form S-8 filed with the Commission on July 6, 1990.
(3b) Articles Supplementary to the Charter of the registrant, dated May 18, 1990,
defining the rights of holders of the registrant's securities, incorporated
by reference to Exhibit 4.2 of the Registration Statement No. 33-37575 on
Form S-8 filed with the Commission on November 1, 1990.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C>
(3c) Articles Supplementary to the Charter of the registrant, dated October 30,
1992, defining the rights of holders of the registrant's securities,
incorporated by reference to Exhibit 4.3 of the Registration Statement No.
33-59002 filed with the Commission on March 4, 1993.
(3d) Amended By-Laws of the registrant, dated June 24, 1993, defining the rights
of holders of the registrant's securities, incorporated by reference to
Exhibit (3b) of the registrant's Annual Report on Form 10-K for the fiscal
year ended July 3, 1993.
(4) Rights Agreement dated as of April 28, 1988 between the Corporation and the
First National Bank of Chicago as Rights Agent, (incorporated by reference
to the Registration Statement No. 34-397183 on Form 8-A filed with the
Commission on May 11, 1988 (as amended by Form 8 thereto, filed with the
Commission on November 15, 1989)).
(5) Opinion of Janet Langford Kelly, Esq., Senior Vice President, Secretary and
General Counsel.
(23a) Consent of Arthur Andersen LLP.
(23b) Consent of Janet Langford Kelly, Esq.--contained in the opinion appearing as
Exhibit 5.
(24) Powers of Attorney.
(99a) Form of Consulting and Noncompetition Agreement.
</TABLE>
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(H) FILING OF REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on the 30th day of June, 1995.
SARA LEE CORPORATION
By: /s/ Janet Langford Kelly
------------------------------------
Janet Langford Kelly
Senior Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 30th day of June, 1995.
SIGNATURE CAPACITY
--------- --------
* Chairman, Chief Executive Officer
- ---------------------------------- and Director
John H. Bryan
* Vice Chairman, Chief Administrative Officer
- ---------------------------------- and Director
Michael E. Murphy
* Executive Vice President and Director
- ----------------------------------
Donald J. Franceschini
* Executive Vice President and Director
- ----------------------------------
C. Steven McMillan
/s/ Judith A. Sprieser Senior Vice President and
- ---------------------------------- Chief Financial Officer
Judith A. Sprieser
/s/ Wayne R. Szypulski Vice President and Controller
- ----------------------------------
Wayne R. Szypulski
* Director
- ----------------------------------
Paul A. Allaire
* Director
- ----------------------------------
Frans H.J.J. Andriessen
* Director
- ----------------------------------
Duane L. Burnham
* Director
- ----------------------------------
Charles W. Coker
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<PAGE> 6
SIGNATURE CAPACITY
--------- --------
Director
- ---------------------------------------------
Willie D. Davis
* Director
- ---------------------------------------------
Allen F. Jacobson
* Director
- ---------------------------------------------
Vernon E. Jordan, Jr.
* Director
- ---------------------------------------------
James L. Ketelsen
* Director
- ---------------------------------------------
Hans B. van Liemt
* Director
- ---------------------------------------------
Joan D. Manley
Director
- ---------------------------------------------
Newton N. Minow
* Director
- ---------------------------------------------
Sir Arvi H. Parbo A.C.
* Director
- ---------------------------------------------
Rozanne L. Ridgway
* Director
- ---------------------------------------------
Richard L. Thomas
* By Janet Langford Kelly as Attorney-in-Fact pursuant to Powers of Attorney
executed by the directors listed above, which Powers of Attorney have been
filed with the Securities and Exchange Commission.
/s/ Janet Langford Kelly
------------------------------------
Janet Langford Kelly
As Attorney-in-Fact
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE
- ----- --------------------------------------------------------------------------- ----------
<S> <C> <C>
(3a) Articles of Restatement of the Charter of the registrant, dated April 9,
1990, defining the rights of holders of the registrant's securities,
incorporated by reference to Exhibit 4.1 of the Registration Statement No.
33-35760 on Form S-8 filed with the Commission on July 6, 1990.
(3b) Articles Supplementary to the Charter of the registrant, dated May 18,
1990, defining the rights of holders of the registrant's securities,
incorporated by reference to Exhibit 4.2 of the Registration Statement No.
33-37575 on Form S-8 filed with the Commission on November 1, 1990.
(3c) Articles Supplementary to the Charter of the registrant, dated October 30,
1992, defining the rights of holders of the registrant's securities,
incorporated by reference to Exhibit 4.3 of the Registration Statement No.
33-59002 filed with the Commission on March 4, 1993.
(3d) Amended By-Laws of the registrant, dated June 24, 1993, defining the rights
of holders of the registrant's securities, incorporated by reference to
Exhibit (3b) of the registrant's Annual Report on Form 10-K for the fiscal
year ended July 3, 1993.
(4) Rights Agreement dated as of April 28, 1988 between the Corporation and the
First National Bank of Chicago as Rights Agent, (incorporated by reference
to the Registration Statement No. 34-397183 on Form 8-A filed with the
Commission on May 11, 1988 (as amended by Form 8 thereto, filed with the
Commission on November 15, 1989)).
(5) Opinion of Janet Langford Kelly, Esq., Senior Vice President, Secretary and
General Counsel.
(23a) Consent of Arthur Andersen LLP.
(23b) Consent of Janet Langford Kelly, Esq.--contained in the opinion appearing as
Exhibit 5.
(24) Powers of Attorney.
(99a) Form of Consulting and Noncompetition Agreement.
</TABLE>
<PAGE> 1
[LETTERHEAD OF SARA LEE CORPORATION]
EXHIBIT (5)
June 30, 1995
Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
Registration of 416,667
Shares of Common Stock on Form S-8
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 416,667 shares ("Shares") of Common Stock, par value $1.33-1/3 per
share, of Sara Lee Corporation, a Maryland corporation (the "Corporation"), to
be issued pursuant to those certain Consulting and Noncompetition Agreements
("Agreements") to be entered into in connection with the closing of the
acquisition by Sara Lee Corporation ("Sara Lee") of all the outstanding capital
stock of L.M. Sandler & Sons, Incorporated ("LMS") pursuant to an Agreement
and Plan of Reorganization dated October 11, 1994 to which Sara Lee and LMS are
parties, and 104,167 Preferred Stock Purchase Rights which currently are
attached to, and trade with, the Common Stock, I have examined the
Corporation's Charter, as amended, the minutes and resolutions of the Board of
Directors which authorized and approved the above-referenced Agreement and Plan
of Reorganization, and participated in the preparation and filing of the
Registration Statement on Form S-8 with respect to the said 416,667 Shares and
104,167 Preferred Stock Purchase Rights, and have made such futher examination
and inquiry as I deemed necessary to enable me to render to you the following
opinion:
1. The Corporation is a corporation duly organized and validly existing under
the laws of the State of Maryland.
2. In the event that the Shares must be listed before issuance, when the
Shares have been duly authorized for listing, upon official notice of issuance,
on the New York Stock Exchange, Inc., Chicago Stock Exchange, Incorporated, and
The Pacific Stock Exchange, Inc., respectively, and there has been received by
the Corporation the consideration for the Shares sold and issued
<PAGE> 2
Board of Directors
Sara Lee Corporation
June 30, 1995
Page Two
pursuant to the terms of the Agreements, as described in the said Registration
Statement on Form S-8, an amount in cash not less than $1.33 1/3 per share
(the par value of such shares), each of the Shares and Preferred Stock Purchase
Rights, sold and issued by the Corporation will have been legally issued, fully
paid pursuant to the terms of the Agreements and nonassessable.
I hereby consent to the filing of a copy of this opinion with the Securities
and Exchange Commission as an exhibit to the Corporation's Registration
Statement on Form S-8 relating to the Shares and Preferred Stock Purchase
Rights and to the use of my name in the Registration Statement.
Very truly yours,
Janet Langford Kelly
Senior Vice President,
Secretary and General Counsel
<PAGE> 1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT (23a)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated August 1, 1994
included in Sara Lee Corporation's Form 10-K for the fiscal year ended July 2,
1994 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
June 30, 1995
<PAGE> 1
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ John H. Bryan
-----------------
John H. Bryan
Dated: 4-27-95
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Michael E. Murphy
----------------------
Michael E. Murphy
Dated: 4/22/95
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Donald J. Franceschini
----------------------
Donald J. Franceschini
Dated: 4/21/95
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ C. Steven McMillan
----------------------
C. Steven McMillan
Dated: April 24, 1995
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Paul A. Allaire
-----------------
Paul A. Allaire
Dated: 4-27-95
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Frans H. J. J. Andriessen
-----------------------------
Frans H. J. J. Andriessen
Dated: 27.04.95
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Duane L. Burnham
--------------------
Duane L. Burnham
Dated: 4/24/95
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Charles W. Coker
--------------------
Charles W. Coker
Dated: April 25 '95
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Allen F. Jacobson
---------------------
Allen F. Jacobson
Dated: 4/26/95
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Vernon E. Jordan, Jr.
-------------------------
Vernon E. Jordan, Jr.
Dated: 4/26/95
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ James L. Ketelsen
---------------------
James L. Ketelsen
Dated: 4/28/95
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Hans B. van Liemt
---------------------
Hans B. van Liemt
Dated: 26.04.'95
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for her and in her name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Joan D. Manley
------------------
Joan D. Manley
Dated: 4/27/95
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Sir Arvi H. Parbo A.C.
--------------------------
Sir Arvi H. Parbo A.C.
Dated: April 26, 1995
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for her and in her name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Rozanne L. Ridgway
-----------------------
Rozanne L. Ridgway
Dated: 4-25-95
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet L. Kelly and Floyd G. Hoffman,
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to act for him and in his name, place and
stead, in any and all capacities to sign the Registration Statement on Form S-8
relating to the Consulting and Noncompetition Agreements to be entered into in
connection with the closing of the acquisition by Sara Lee Corporation ("Sara
Lee") of all of the outstanding capital stock of L.M. Sandler & Sons,
Incorporated ("LMS") pursuant to an Agreement and Plan of Reorganization dated
October 11, 1994 to which Sara Lee and LMS are parties, and any and all
amendments thereto (including post-effective amendments) and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
/s/ Richard L. Thomas
---------------------
Richard L. Thomas
Dated: 4/27/95
<PAGE> 1
EXHIBIT (99a)
FORM OF
CONSULTING AND NONCOMPETITION AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of
________ ___, 1995, by and between ____________ (1) (the "Consultant") and Sara
Lee Corporation, a Maryland corporation (the "Company").
WHEREAS, the Consultant has been an [employee, officer, director and
stockholder](2) of L.M. Sandler & Sons, Incorporated ("LMS"), a Virginia
corporation that owns all of the capital stock of a general partner and a
limited partner of Consolidated Foodservice Companies Limited Partnership, a
Delaware limited partnership (the "Partnership"), and as such, possesses
special knowledge, abilities and experience regarding the business of LMS and
the Partnership.
WHEREAS, the Company, the Consultant, LMS, the Partnership and others
are parties to an Agreement and Plan of Reorganization, of even date herewith
(the "Acquisition Agreement"), pursuant to which, among other things, the
Company will acquire all of the issued and outstanding capital stock of LMS.
WHEREAS, as a condition to the execution of the Acquisition Agreement,
the Company desires to obtain the services of the Consultant as an independent
contractor for the Company with respect to the businesses of LMS and the
Partnership, and the Consultant desires to provide such services to the
Company, all upon the terms and subject to the condition set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the parties hereto hereby agree as follows:
1. Consulting Services.
(a) The Company hereby engages the Consultant as an independent
contractor, and not as an employee, to render consulting services to the
Company as hereinafter provided, and the Consultant hereby accepts such
engagement, for a period commencing on the date hereof and terminating on the
fifth anniversary of the date hereof (the "Consulting and Noncompetition
Period"). The parties hereto agree that the Consultant will not have any
authority to bind or act on behalf of the Company or any of its affiliates.
During the Consulting and Noncompetition Period, the
- ---------------
(1) [Add names of consultants]
(2) As appropriate.
<PAGE> 2
Consultant shall render such [art](3) consulting services to the Company in
connection with the businesses of LMS and the Partnership as the Company from
time to time reasonably request.
(b) The Consultant shall not be required to devote any specific
amount of time to the performance of the consulting services rendered hereunder
and shall only be required to devote such time to the consulting services as
the Consultant shall, in [his/her] reasonable judgment, deem necessary to
perform such consulting services. Notwithstanding anything to the contrary
contained herein, it being understood that the Consultant will be devoting
substantially all of [his/her] business time to one or more other businesses,
the Consultant's failure or alleged failure to devote sufficient time to the
consulting services rendered hereunder shall not constitute a breach or
violation of this Agreement, provided that the Consultant uses reasonable
efforts (without interfering with [his/her] other business activities) to
perform such consulting services as the Company may from time to time
reasonably request.
2. Compensation.
(a) In consideration of the Consultant's consulting services set
forth in Section 1 above and the non-competition covenants set forth in Section
5 below, the Company will pay to the Consultant an aggregate of $__________(4)
in five equal installments, (i) the first payment of which will occur on the
date hereof, (ii) the second payment of which will occur on the second business
day following the date on which the Company's Annual Report on Form 10-K for
its fiscal year ending July 1, 1995 is due, (iii) the third payment of which
will occur on the second business day following the date on which the Company's
Annual Report on Form 10-K for its fiscal year ending June 29, 1996 is due,
(iv) the fourth payment of which will occur on the second business day
following the date on which the Company's Annual Report on Form 10-K for its
fiscal year ending June 28, 1997 is due, and (v) the fifth payment of which
will occur on the second business day following the date on which the Company's
Annual Report on Form 10-K for its fiscal year ending June 27, 1998 is due (the
"Consulting and Noncompetition Payments"). Each Consulting and Noncompetition
Payment shall be made by the Company's delivery to the Consultant of a number
of shares of common stock, $1.33 1/3 par value per share, of the Company
("Common Stock") equal to the quotient of (a)
______________________
(3) Sheri C. Sandler's Agreement only.
(4) A total amount of $10 million will be shared by, and allocated
among, all Consultants. The allocation shall be determined and specified to
SLC on or prior to April 1, 1995.
- 2 -
<PAGE> 3
$__________(5) divided by (b) the average of the closing trading price of the
Common Stock on the New York Stock Exchange Composite Tape on the 20 trading
days immediately preceding the date of payment as reported in The Wall Street
Journal (such average to be adjusted as appropriate to reflect any stock
splits, stock dividends, extraordinary dividends, recapitalizations,
reclassifications or other like transactions during such 20 trading days).
Each certificate representing shares of Common Stock issued as a Consulting and
Noncompetition Payment shall be registered in the name of the Consultant.
(b) The Company shall reimburse the Consultant, in accordance with the
practice in effect from time to time for officers of the Company, for any
reasonable and necessary travelling expenses and other disbursements incurred
by the Consultant in the performance of consulting services requested by the
Company hereunder, subject to the Company's reasonable requirements with
respect to reporting and documentation of such expenses.
3. Confidential Information. The Consultant acknowledges that the
Consultant has obtained as an [employee, officer, director and stockholder] of
LMS and will obtain during the course of [his/her] association with the Company
and its affiliates and [his/her] performance under this Agreement, trade
secrets and other non-public or confidential information relating to the
businesses of LMS and the Partnership (the "Confidential Information"), and
that the Confidential Information is the property of the Company. The
Consultant agrees that [he/she] will not use for [his/her] own purposes or
disclose to any third party hereto any Confidential Information without the
prior written consent of the Senior Vice President--Corporate Development of
the Company (the "Designated Company Officer"), unless and to the extent that
it becomes generally known to and available for use within the foodservice
industry or by the public other than as a result of the Consultant's acts or
omissions to act. The Consultant agrees to deliver to the Company at the end
of the Consulting and Noncompetition Period, or at any other time the Company
may request, all memoranda, notes, plans, records and other documentation (and
copies thereof) relating to the business of the Company and its affiliates
(including LMS and the Partnership which the Consultant may then possess or
have under [his/her] control.
4. Inventions and Patents. The Consultant agrees that all inventions,
innovations or improvements in LMS's and the partnership's method of conducting
their businesses (including new contributions, improvements, ideas and
discoveries, whether patentable or not) conceived or made by [him/her] during
the
___________________
(5) Insert each Consultant's share of the $2 million payable to all
Consultants on the payment date in question.
- 3 -
<PAGE> 4
Consulting and Noncompetition Period belong to the Company. The Consultant will
promptly disclose such inventions, innovations or improvements to the Designated
Company Officer and perform all actions reasonably requested by the Designated
Company Officer to establish and confirm such ownership.
5. Noncompetition.
(a) In further consideration of the Consulting and Noncompetition
Payments to be paid to the Consultant hereunder, the Consultant agrees that
during the Consulting and Noncompetition Period, [he/she] will not, directly or
indirectly, either for [himself/herself] or for any other Person, permit
[his/her] name to be used by or participate in any business or enterprise
competitive with any foodservice distribution business which is engaged in, or
proposed to be engaged in, by the Company or any of its affiliates (including
LMS and the Partnership) as of October 1, 1994; provided that during the
Consulting and Noncompetition Period the Consultant may continue to participate
in the seafood trading, brokerage and distribution business of Ocean to Ocean
as such business exists on October 1, 1994 to the same extent as the Consultant
participates in such business on October 1, 1994. For purposes of this
Agreement, the term "participate" means having any direct or indirect interest
in any enterprise, whether as an officer, director, employee, partner, member,
sole proprietor, agent, representative, manager, consultant, franchisor,
franchisee, owner or otherwise representing an enterprise; provided that the
term "participate" shall not include ownership of less than five percent of any
class of equity security of a publicly-held corporation whose stock is traded
on a national securities exchange or in the over-the-counter market. The
Consultant agrees that this covenant is reasonable with respect to its
duration, geographical area and scope. "Person" means any individual,
partnership, corporation, association, limited liability company, joint stock
company, trust, joint venture, unincorporated organization or government
entity.
(b) During the Consulting and Noncompetition Period, the Consultant
shall not (i) induce or attempt to induce any employee of any foodservice
distribution business (other than Ocean to Ocean) of the Company or any of its
affiliates (including the Partnership and LMS) to leave their employ or in any
way interfere with the relationship between any foodservice distribution
business (other than Ocean to Ocean) of the Company or any of its affiliates
(including LMS and the Partnership) and any of their employees or (ii) induce
or attempt to induce any supplier, licensee, licensor, franchisee, or other
business relation of any foodservice distribution business (other than Ocean to
Ocean) of the Company or any of its affiliates (including LMS and the
Partnership) to cease doing business with them or in any way interfere with the
relationship between any foodservice distribution business (other than Ocean to
Ocean) of the Company or any of its affiliates (including LMS and the
Partnership) and any customer or business relation.
- 4 -
<PAGE> 5
(c) The parties hereto agree that the Company would suffer irreparable
harm from a breach by the Consultant of any of the covenants or agreements
contained herein. In the event of an alleged or threatened breach by the
Consultant of any of the provisions of this Section 5, the Company or its
successors or assigns may, in addition to all other rights and remedies
existing in its favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce or
prevent any violations of the provisions hereof (including the extension of the
Consulting and Noncompetition Period by a period equal to the length of the
violation of this Section 5). The Consultant agrees that these restrictions
are reasonable.
(d) If, at the time of enforcement of any of the provisions of Section
5, a court holds that the restrictions stated therein are unreasonable under
the circumstances then existing, the parties hereto agree that the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area.
(e) The Consultant agrees that the covenants made in Section 5(a)
shall be construed as an agreement independent of any other provision of this
Agreement and shall survive any order of a court of competent jurisdiction
terminating any other provision of this Agreement.
6. Tax Returns. The Consultant agrees that [he/she] will treat all
payments received by the Consultant hereunder as ordinary income and will file
all tax returns and reports required to be filed by [him/her] on the basis
that the Consultant is an independent contractor, rather than an employee, as
defined in Treasury Regulation Section 31.3121(d)-1(c)(2). Further, the
Consultant agrees that [he/she] will indemnify the Company for the amount of
any employment taxes paid by the Company as a result of the Consultant not
paying employment taxes that the Consultant is obligated to pay in [his/her]
capacity as an independent contractor with respect to the Consulting Payments.
7. Registration of Stock. The Company will take all commercially
reasonable efforts to cause the issuance of the shares of Common Stock to the
Consultant hereunder to be registered on Form S-8 of the Securities Act of
1933.
8. Listing of Stock. The Company has taken (or will take) all
commercially reasonable efforts to cause the shares of Common Stock issued to
the Consultant hereunder to be listed for trading on the New York Stock
Exchange on or prior to the date hereof. Furthermore, the Company will provide
the Consultant with a copy of the relevant New York Stock Exchange listing
application.
9. Benefits Payable upon Disability or Death. Upon the Consultant's
death or disability, the Company shall continued to be
- 5 -
<PAGE> 6
obligated to pay to the Consultant or, in the event of his death, to his
designated beneficiaries, estate or legal representative, the compensation
payable to the Consultant pursuant to the terms of Section 2 above on the terms
provided therein, all without regard to the Consultant's non-performance of
[his/her] obligations hereunder following [his/her] death or disability.
10. Termination. This Agreement may be terminated at any time by
written agreement of the parties hereto.
11. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Company and its affiliates, successors and assigns
and shall be binding upon and inure to the benefit of the Consultant and
[his/her] heirs and legal representatives and assigns; provided that in no
event shall the Consultant's obligations to perform future services for the
Company be delegated or transferred by the Consultant without the prior written
consent of the Company (which consent may be withheld in its sole discretion).
12. Modification or Waiver. No amendment, modification or waiver of
this Agreement shall be binding or effective for any purpose unless it is made
in writing signed by the party hereto against who enforcement of such
amendment, modification or waiver is sought. No course of dealing between the
parties hereto to this Agreement shall be deemed to affect or to modify, amend
or discharge any provision or term of this Agreement. No delay on the part of
the Company or the Consultant in the exercise of any of their respective rights
or remedies shall operate as a waiver thereof, and no single or partial
exercise by the Company or the Consultant of any such right or remedy shall
preclude other or further exercises thereof. A waiver of right or remedy on any
one occasion shall not be construed as a bar to or waiver of any such right or
remedy on any other occasion.
13. Governing Law; Forum. This Agreement will be governed by and
construed in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the laws of any jurisdiction other than the State of Delaware to be applied. In
furtherance of the foregoing, the internal law of the State of Delaware will
control the interpretation and construction of this Agreement, even if under
such jurisdiction's choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply. Any proceeding relating
to this Agreement shall be brought in a state court of Delaware (a "Court").
Each party hereto hereby (i) consents to personal jurisdiction in any such
action brought in any such Delaware court, (ii) consents to service of process
by notice given in accordance with Section 17 hereof and (iii) waives any
objection to venue in any such Delaware court or to any claim that any such
Delaware court is an inconvenient forum.
- 6 -
<PAGE> 7
14. Severability. Whenever possible each provision and term of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision or term of this Agreement shall be
held to be prohibited by or invalid under such applicable law, then such
provision or term shall be ineffective only to the extent of such prohibition
or invalidity, without invalidating or affecting in any manner whatsoever the
remainder of such provision or term or the remaining provisions or terms of
this Agreement; provided that the parties hereto will negotiate in good faith
with respect to an alternative provision that will effectuate the intent of the
invalidated covenant, agreement or provision; and provided further that if a
Court shall find that the covenant contained in Section 5(a) hereof is not
reasonable, such Court shall have the power to reduce the duration and/or
geographic area and/or scope of such covenant, and the covenant shall be
enforceable in this reduced form.
15. No Strict Construction. The language used in this Agreement will
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
party hereto.
16. Consultant's Representations. The Consultant represents and
warrants to the Company that [his/her] execution and delivery of this Agreement
does not conflict with, or result in the breach of or violation of, any other
agreement, order, judgment or decree to which [he/she] is bound.
17. Notice. All demands, notices, communications and reports provided
for in this Agreement will be in writing and will be either personally
delivered or sent by reputable overnight courier service (delivery charges
prepaid) to any party hereto at the address specified below, or at such
address, to the attention of such other Person, and with such other copy, as
the recipient party has specified by prior written notice to the sending party
pursuant to the provisions of this Section 17.
[If to Steven B. Sandler or Arthur B. Sandler:
[Steven B. Sandler or
Arthur B Sandler]
448 Viking Drive
Suite ___
Virginia Beach, Virginia 23452
with a copy, which will not constitute notice to the Sandlers, to:
Friedman & Kaplan
875 Third Avenue
New York, New York 10022
Attn: Gary D. Friedman, Esq.
Telefax: (212) 355-6401
- 7 -
<PAGE> 8
If to Sheri C. Sandler:
Sheri C. Sandler
151 Central Park West
Apt. 6N
New York, New York 10023
with a copy, which will not constitute notice to Sheri C. Sandler, to:
Herbert J. Goodfriend, Esq.
Phillips, Nizer, Benjamin, Krim & Ballon
31 West 52nd Street
New York, New York 10019-6167
Telefax: (212) 262-5152]
If to the Company:
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602
Attn:
with a copy, which will not constitute notice to the Company, to:
Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Attn: Keith S. Crow, Esq.
Sanford E. Perl, Esq.
Any such demand, notice, communication or report will be deemed to have been
given pursuant to this Agreement when delivered personally or on the business
day after deposit with a reputable overnight courier service, as the case may
be.
18. Captions. The captions used in this Agreement are for convenience
of reference only and do not constitute a part of this Agreement and will not
be deemed to limit, characterize or in any way affect any provision of this
Agreement, and all provisions of this Agreement will be enforced and construed
as if no caption had been used in this Agreement.
19. Counterparts. This Agreement may be executed in counterparts, any
one of which need not contain the signatures of more than one party hereto, but
all such counterparts taken together will constitute one and the same
instrument.
* * * * *
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<PAGE> 9
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
SARA LEE CORPORATION
By: ___________________
Its: ___________________
________________________
[the Consultant](6)
_______________
(6) [Steven Sandler / Arthur Sandler / Sheri Sandler / Samuel Sandler /
Reba Sandler]
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