<PAGE> 1
As filed with the Securities and Exchange Commission on February 7, 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)
------------------------
SARA LEE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
SARA LEE CORPORATION EMPLOYEE STOCK RECOGNITION PLAN
(FULL TITLE OF THE PLANS)
------------------------
GORDON H. NEWMAN
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)................ 10,150,000 $26.125 $265,168,750 $91,438
====================================================================================================
</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 $26.125 per share, as reported on the
New York Stock Exchange Composite Transactions Tape on January 31, 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 Gordon H. Newman, Esq., Senior Vice
President, Secretary and General Counsel of the Corporation. As of December 31,
1994, Mr. Newman owned 376,979 shares of Common Stock and had the right to
acquire 177,408 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 Gordon H. Newman, Esq., Senior Vice President, Secretary and
General Counsel.
(23a) Consent of Arthur Andersen LLP.
(23b) Consent of Gordon H. Newman, Esq.--contained in the opinion appearing as
Exhibit (5).
(24) Powers of Attorney.
(99a) Sara Lee Corporation Employee Stock Purchase Plan, as amended and restated.
(99b) Sara Lee Corporation Employee Stock Recognition Plan.
</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.
II-3
<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 7th day of February, 1995.
SARA LEE CORPORATION
By: /s/ GORDON H. NEWMAN
------------------------------------
Gordon H. Newman
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 7th day of February, 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
* Senior Vice President and
- ---------------------------------- Chief Financial Officer
Judith A. Sprieser
* 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
II-4
<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 Gordon H. Newman 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/ GORDON H. NEWMAN
------------------------------------
Gordon H. Newman
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 Gordon H. Newman, Esq., Senior Vice President, Secretary and
General Counsel.
(23a) Consent of Arthur Andersen LLP.
(23b) Consent of Gordon H. Newman, Esq.--contained in the opinion appearing as
Exhibit (5).
(24) Powers of Attorney.
(99a) Sara Lee Corporation Employee Stock Purchase Plan, as amended and restated.
(99b) Sara Lee Corporation Employee Stock Recognition Plan.
</TABLE>
<PAGE> 1
EXHIBIT (5)
[SARA LEE CORPORATION LETTERHEAD]
February 7, 1995
The Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
REGISTRATION OF 10,150,000
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 10,150,000 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 the terms of the Corporation's Employee Stock Purchase
Plan, as amended and restated, and the Corporation's Employee Stock Recognition
Plan (the "Plans"), and 2,537,500 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 amendment and restatement of the
Employee Stock Purchase Plan and the adoption of the Employee Stock Recognition
Plan, and participated in the preparation and filing of the Registration
Statement on Form S-8 with respect to the said 10,150,000 Shares and 2,537,500
Preferred Stock Purchase Rights, and have made such further 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. 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, The Pacific Stock Exchange, Inc., Amsterdam
Stock Exchange, The Bourse, The Stock Exchange (London),
Effektenborsenverein Zurich, Borsenkammer des Kanton Basel-Stadt and
Association de la Bourse de Geneve, respectively, and when the Corporation
receives the consideration for the Shares sold and issued to the
participants in the Plans pursuant to their terms and conditions, as
described in the said Registration Statement on Form S-8, an amount in cash
of 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 to participants in the Plans will have been legally issued
fully paid 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,
/s/ GORDON H. NEWMAN
- --------------------------------------
Gordon H. Newman
Senior Vice President
and General Counsel
<PAGE> 1
[ARTHUR ANDERSEN LLP LETTERHEAD]
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 report 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
February 3, 1995
<PAGE> 1
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ JOHN H. BRYAN
--------------------------------------
John H. Bryan
Dated: 1/23/95
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ MICHAEL E. MURPHY
--------------------------------------
Michael E. Murphy
Dated: 1/21/95
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ DONALD J. FRANCESCHINI
--------------------------------------
Donald J. Franceschini
Dated: 1/20/95
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ C. STEVEN MCMILLAN
--------------------------------------
C. Steven McMillan
Dated: Jan. 23, 1995
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ JUDITH A. SPRIESER
--------------------------------------
Judith A. Sprieser
Dated: 2/1/95
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ WAYNE R. SZYPULSKI
--------------------------------------
Wayne R. Szypulski
Dated: 2/1/95
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ PAUL A. ALLAIRE
--------------------------------------
Paul A. Allaire
Dated: 1/26/95
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ FRANS H. J. J. ANDRIESSEN
--------------------------------------
Frans H. J. J. Andriessen
Dated: 25. 01. 95
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ DUANE L. BURNHAM
--------------------------------------
Duane L. Burnham
Dated: 1/26/95
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ CHARLES W. COKER
--------------------------------------
Charles W. Coker
Dated: Jan. 23 '95
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ WILLIE D. DAVIS
--------------------------------------
Willie D. Davis
Dated: 1/26/95
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ ALLEN F. JACOBSON
--------------------------------------
Allen F. Jacobson
Dated: 1/25/95
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ VERNON E. JORDAN, JR.
--------------------------------------
Vernon E. Jordan, Jr.
Dated: 1-25-95
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ JAMES L. KETELSEN
--------------------------------------
James L. Ketelsen
Dated: 1/26/95
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ HANS B. VAN LIEMT
--------------------------------------
Hans B. van Liemt
Dated: Jan. 26, 1995
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ NEWTON N. MINOW
--------------------------------------
Newton N. Minow
Dated: 1/20/95
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 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: Jan. 25, 1995
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ ROZANNE L. RIDGWAY
--------------------------------------
Rozanne L. Ridgway
Dated: 1-26-95
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Gordon H. Newman 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 Sara Lee Corporation Employee Stock Purchase Plan and the Sara
Lee Corporation Employee Stock Recognition Plan, 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 substitute, may
lawfully do or cause to be done by virtue hereof.
/s/ RICHARD L. THOMAS
--------------------------------------
Richard L. Thomas
Dated: Jan. 25, 1995
<PAGE> 1
EXHIBIT (99a)
SARA LEE CORPORATION
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
EFFECTIVE AUGUST 25, 1994
This Employee Stock Purchase Plan (herein called "Plan") provides eligible
employees at Sara Lee Corporation, a Maryland corporation, and its divisions
(herein called "Corporation"), or its participating subsidiaries a continual
opportunity to purchase common stock of the Corporation through payroll
deductions.
1. DEFINITIONS.
(a) Participating Subsidiaries -- "Participating Subsidiaries" are
corporations, 50% or more of each class of the outstanding voting stock or
voting power of which is beneficially owned, directly or indirectly, by the
Corporation, which the Committee (as defined in Section 13 below) has, in its
discretion, selected for inclusion in the Plan.
(b) Basic Compensation -- The "Basic Compensation" of each participating
employee for each payroll period is the regular compensation or commissions
earned during such payroll period, before any deductions or withholding, but
excluding overtime, bonuses, amounts paid as reimbursement of expenses
(including those paid as part of commissions) and other additional compensation.
(c) Offering -- An "Offering" is a three month period beginning on the
first Monday of each February, May, August, and November, respectively, and
ending on the first Monday of the next succeeding three month period. If no such
stock is sold on either first Monday, then the Offering shall commence or end,
as the case may be, on the next succeeding day on which there is a sale.
(d) Grant Date -- The "Grant Date" is the first Monday of each Offering on
which sales of the Corporation's stock are reported on the New York Stock
Exchange Composite Transactions Tape ("Composite Tape"), or if no such stock is
sold on such first Monday, then on the next succeeding day on which there is a
sale.
(e) Exercise Date -- The "Exercise Date," with respect to any Offering, is
the date upon which shares are purchased by a participating employee pursuant to
the provisions of Section 8 below and will be the same date as the Grant Date of
the next succeeding Offering.
(f) Exercise Price -- The "Exercise Price" shall be the lesser of 85% of
the fair market value of a share of common stock of the Corporation on the Grant
Date or 85% of the fair market value of such share on the Exercise Date, but in
no event less than the par value of such shares. The fair market value per share
on any Grant Date or Exercise Date, as the case may be, shall be the average
between the highest and lowest quoted selling price per share of the
Corporation's common stock on the Composite Tape on each such date.
2. STOCK SUBJECT TO THE PLAN. The Corporation shall make available
60,000,000 shares of its Common Stock for purchase under the Plan from
authorized but unissued shares or from shares reacquired from time to time.
3. ELIGIBLE EMPLOYEES. All employees of the Corporation or any of its
Participating Subsidiaries shall be eligible to participate in the Plan, except
employees (i) whose customary employment is 20 hours or less per week or not
more than five months in any calendar year, or (ii) who, immediately after any
Grant Date, own 5% or more of the total combined voting power or value of all
classes of stock of the Corporation or any Participating Subsidiary.
4. PARTICIPATION IN THE PLAN. An eligible employee may participate in the
Plan at any time by completing and filing with the appropriate payroll office a
Payroll Deduction Authorization Form which authorizes payroll deductions from
the employee's Basic Compensation. Such deductions shall commence with the pay
period beginning after such form is filed with and recorded in the appropriate
payroll office and shall continue until the employee terminates participation in
the Plan or the Plan is terminated.
<PAGE> 2
5. PAYROLL DEDUCTIONS, NUMBER OF SHARES PURCHASABLE AND EMPLOYEE
ACCOUNTS. Payroll deductions shall be made from the Basic Compensation paid to
each participating employee for each payroll period in such amounts as the
participating employee shall authorize in his or her Payroll Deduction
Authorization Form which amount shall not be less than $5 per week. No
participating employee may be granted an option hereunder which would permit the
employee's rights to purchase stock under the Plan and any other stock purchase
plan of the Corporation or its Participating Subsidiaries to accrue at a rate
which exceeds $25,000 of fair market value of such stock (determined at the time
the option is granted) for each calendar year in which any such option granted
to such employee is outstanding at any time. The Corporation shall maintain a
payroll deduction account for each participating employee (herein called "plan
account") to which shall be credited all such payroll deductions and from which
shall be deducted amounts charged for the purchase of shares hereunder and
withdrawals, as hereinafter provided.
6. CHANGES IN PAYROLL DEDUCTIONS. Subject to the minimum and maximum
deductions set forth above, a participating employee may change the amount of
his or her payroll deduction no more than twice in each calendar year by filing
a new Payroll Deduction Authorization Form with the appropriate payroll office.
The change shall not become effective earlier than the first payroll period in
the next succeeding Offering after the form is received and recorded by the
appropriate payroll office.
7. TERMINATION OF PARTICIPATION IN PLAN AND REFUND OF CREDIT BALANCE IN
PLAN ACCOUNT. A participating employee, at any time and for any reason, may
voluntarily terminate participation in the Plan by written notification of
withdrawal delivered to the appropriate payroll office. An employee's
participation in the Plan shall be voluntarily terminated upon termination of
employment by the Corporation or its Participating Subsidiaries for any reason,
or upon the employee no longer being eligible for participation. In the event of
a participating employee's voluntary or involuntary termination of participation
in the Plan, no payroll deduction shall be taken from any Basic Compensation due
thereafter; and at the election of such employee or employee's estate, as the
case may be, the balance in the employee's plan account shall be either paid to
the employee or the employee's estate, or shall be retained until the next
Exercise Date at which time it shall be applied to the purchase of stock under
the Plan pursuant to Section 8 below. An employee whose participation in the
Plan has terminated may not rejoin the Plan until the next two succeeding
Offerings following the date of such termination have expired. Except as above
provided, a participating employee may not withdraw any credit balance in the
employee's plan account, in whole or in part.
8. GRANT AND EXERCISE OF OPTIONS. (a) The Corporation shall make four
Offerings during each calendar year to eligible employees to purchase stock
under the Plan. Each participating employee shall be offered an opportunity to
purchase stock on the Grant Date applicable to each Offering for the number of
shares (rounded downward to the nearest whole share) of the Corporation's common
stock determined by dividing the Exercise Price into the aggregate amount of the
payroll deductions withheld from the employee's Basic Compensation during an
Offering, plus any balance in the employee's plan account after the immediately
prior Exercise Date and, in the case of employees whose participation commenced
during the immediately prior Offering, payroll deductions accumulated prior to
the current Grant Date. Purchases shall be made automatically on the Exercise
Date. On such date, the participating employee's plan account shall be charged
for the amount of the purchase, and a new opportunity to purchase shares, as
described above, for the next succeeding Offering shall automatically be
extended.
(b) No fractional shares shall be purchased, and any balance remaining in
the employee's plan account after the shares have been purchased on the Exercise
Date shall be carried forward to the next succeeding Offering. As soon as
practicable after the Exercise Date, either (i) a stock certificate shall be
delivered to the participating employee representing the shares purchased on the
Exercise Date, or (ii) a statement shall be delivered to the participating
employee which shall include the number of shares purchased on the Exercise Date
and the aggregate number of shares purchased on behalf of such employee under
the Plan. Stock certificates for shares purchased under the Plan shall be issued
in the name of the participating employee, or if so specified in the employee's
Payroll Deduction Authorization Form, in the employee's name and the name of
another person of legal age as joint tenants with right of survivorship.
<PAGE> 3
9. RIGHTS AS A STOCKHOLDER. None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to shares purchased
under the Plan unless and until a statement and/or certificates representing
such shares shall have been issued to the participating employee.
10. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by
a participating employee other than by will or the laws of descent, and are
exercisable during the employee's lifetime only by the employee.
11. APPLICATION OF FUNDS. All funds received or held by the Corporation
under the Plan may be used for any corporate purposes.
12. ADJUSTMENTS IN CASE OF CHANGES AFFECTING STOCK. In the event of a
subdivision of outstanding shares of common stock of the Corporation, or the
payment of a stock dividend, the number of shares approved for the Plan, and the
share limitation set forth in Section 5 above, shall be increased
proportionately, and such other adjustment shall be made as may be deemed
equitable by the Board of Directors. In the event of any other change affecting
the Corporation's common stock, such adjustment shall be made as shall be deemed
equitable by the Board of Directors to give proper effect to such event.
13. ADMINISTRATION OF PLAN. The Plan shall be administered by the
Compensation and Employee Benefits Committee of the Board of Directors of the
Corporation ("Committee"), consisting of at least three of its members, none of
whom shall be eligible to participate in the Plan. The Committee shall have
authority to make rules and regulations for the administration of the Plan, and
its interpretations and decisions with regard thereto shall be final and
conclusive.
14. AMENDMENTS TO PLAN. The Board of Directors of the Corporation, at any
time, or from time to time, may amend, suspend, or terminate the Plan, provided,
however, that except to conform the Plan to the requirements of the Internal
Revenue Code, no amendment shall be made (i) increasing or decreasing the number
of shares authorized for the Plan (other than as provided in Section 12), (ii)
changing the formula for determining the Exercise Price per share, (iii)
withdrawing the administration of the Plan from the Committee or permitting any
rights under the Plan to be granted to any employee who holds an option under
any non-qualified stock option plan of the Corporation or who is a member of the
Committee administering the Plan, or (iv) further limiting the employees of the
Corporation or its Participating Subsidiaries who may participate in the Plan.
15. EFFECTIVE DATE, SUSPENSION AND TERMINATION OF PLAN. The Plan shall
become effective when (i) the Plan has been adopted by the Board of Directors
and approved by the stockholders of the Corporation by a majority vote of those
present and entitled to vote at any annual or special meeting at which a quorum
is present, (ii) a registration statement under the Securities Act of 1933, as
amended, has become effective with respect to the shares to be purchased under
the Plan and (iii) the Committee has specified the date of the first Offering.
The Plan shall terminate upon the termination of the Plan by the Board of
Directors of the Corporation or when no more shares remain to be purchased under
the Plan, whichever occurs first. Upon the termination of the Plan, all
unexercised options theretofore granted pursuant hereto and all authorized
payroll deductions hereunder shall remain in full force and be carried out and
effected, and upon the exercise or termination of such options, as the case may
be, the then remaining credit balances in the respective employee's plan
accounts shall be returned to the employees for whom such plan accounts were
established. The Plan shall be suspended and become inoperative with respect to
shares not theretofore optioned under the Plan (but not with respect to any
uncompleted offerings) during any period in which no registration statement or
amendment thereto under the Securities Act of 1933, as amended, is in effect
with respect to the shares so remaining to be purchased under the Plan.
16. GOVERNMENTAL REGULATIONS. The Corporation's obligation to sell and
deliver its common stock under the Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock.
<PAGE> 1
EXHIBIT (99b)
SARA LEE CORPORATION
EMPLOYEE STOCK RECOGNITION PLAN
ARTICLE I -- PURPOSE OF PROGRAM
The purpose of the Sara Lee Corporation Employee Stock Recognition Plan (the
"Plan") is to promote the use of Sara Lee Corporation common stock as a means to
reward, motivate and retain employees of the Corporation. Stock authorized under
this Plan may be granted to employees under different arrangements that are
established by the domestic or foreign divisions and Subsidiaries of the
Corporation.
ARTICLE II -- DEFINITIONS
Unless the content clearly indicates otherwise, the following terms shall have
the following meanings:
<TABLE>
<S> <C>
2.1 "Award" means shares granted to a Participant under the Plan.
2.2 "Board" means the Board of Directors of Sara Lee Corporation.
2.3 "Committee" means the Compensation and Employee Benefits Committee of the Board.
2.4 "Corporation" means Sara Lee Corporation.
2.5 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
2.6 "Minimum Award" means 10 shares of Sara Lee Corporation common stock.
2.7 "Participant" means an employee of the Corporation or Subsidiary and to whom an Award
has been granted. No officer, as that term is defined under the Exchange Act, may be a
Participant.
2.8 "Plan" means the Sara Lee Corporation Employee Stock Recognition Plan, as may be
amended and restated from time to time.
2.9 "Shares" mean shares of Sara Lee Corporation Common Stock, par value $1.33 and 1/3 per
share:
2.10 "Subsidiary" means any domestic or foreign corporation or entity of which the
Corporation owns directly or indirectly, at least 20% of the total combined voting
power of such corporation or other entity.
</TABLE>
ARTICLE III -- ADMINISTRATION OF THE PLAN
<TABLE>
<S> <C>
3.1 The Plan will be administered by the Compensation and Employee Benefits Committee of
the Board ("Committee"). The Committee may delegate the ministerial duties necessary
for the efficient administration of the Plan to the Corporation's Senior Vice
President of Human Resources.
3.2 The Committee shall have the full power and authority to:
(i) designate Participants;
(ii) determine the number of Shares to be awarded to a Participant
and establish any minimum or maximum number of Shares that may
be granted to a Participant;
(iii) interpret the Plan and adopt such rules and regulations it shall
deem necessary and advisable to implement and administer the
Plan;
(iv) designate persons other than members of the Committee to carry
out its responsibilities, subject to such limitations,
restrictions and conditions as it may prescribe.
3.3 No member of the Committee or the Board or any person acting as their delegate shall
be personally liable for any action or determination made in good faith with respect
to the Plan or any Award or to any settlement of any dispute between a Participant and
the Corporation. Any decision made or action taken by the Committee or the Board with
respect to an Award or the administration or interpretation of the Plan shall be
conclusive and binding upon all parties.
</TABLE>
<PAGE> 2
ARTICLE IV -- AWARDS UNDER THE PLAN
Awards made to a Participant under the Plan will be in the form of "Shares" of
the common stock of Sara Lee Corporation. The minimum number of Shares that may
be granted to a Participant is ten (10) Shares. This is the minimum number
deemed appropriate to justify the expense associated with establishing a
stockholder's account of record. No maximum number of Shares is specified.
Shares awarded under the Plan may be subject to restrictions from sale or
transfer if this is deemed appropriate by the Participant's employer.
ARTICLE V -- ELIGIBILITY
The Participants in the Plan shall be employees of the Corporation and its
Subsidiaries. Any officer, as that term is defined under the Exchange Act, shall
not be a Participant. An employee of a non-U.S. (foreign) Subsidiary of the
Corporation may be an eligible Participant in the Plan if it has been determined
by the Committee or its delegate, that such participation is both practical and
legally permissible in that employee's country of employment.
ARTICLE VI -- SHARES SUBJECT TO PLAN
The aggregate number of Shares which may be issued under the Plan shall not
exceed 150,000.
ARTICLE VII -- NO RIGHT TO CONTINUED EMPLOYMENT
Neither the establishment of the Plan nor the granting of an Award shall confer
upon any Participant any right to continue in the employ of the Corporation or
any of its Subsidiaries or interfere in any way with the right of the
Corporation or any of its Subsidiaries to terminate such employment at any time.
Although the value of the Shares on the award date are considered taxable income
(under the U.S. Tax Code), no Award shall be deemed to be salary or compensation
for the purpose of computing benefits under any employee benefit, pension or
retirement plans of the Corporation or any of its Subsidiaries, unless the
Committee shall determine otherwise.
ARTICLE VIII -- AMENDMENT AND TERMINATION
The Committee may, in its sole discretion, amend the Plan from time to time or
terminate the Plan at any time. However, no action authorized by this Article
shall reduce the amount of any existing Award or adversely change the terms and
conditions thereof without the Participant's consent.
ARTICLE IX -- EFFECTIVE DATE
The Plan shall become effective on January 26, 1995 subject to the approval of
the Board.
