Exhibit 10.32

SARA LEE CORPORATION

RETENTION & RECOGNITION PROGRAM

FOR INDIVIDUALS AT “C” LEVEL AND BELOW

Assumptions:

• The critical dimensions are the length of time the person is needed and the criticality of the individual

• All awards are paid as a lump sum cash bonus

• Participants may face the possibility of job loss at end of assignment/project

• Retention bonus is in addition to standard severance but is not covered compensation for employee benefits purposes

Est. Retention Time (months)	% of Salary Paid as Retention Bonus
	Employee Criticality
	3	2	1
12 +	30%	40%	50%
10 - 12	25%	35%	40%
7 - 9	15%	25%	30%
3 - 6	10%	15%	20%

DEFINITIONS OF EMPLOYEE CRITICALITY

#1

• Individual is extremely critical to the project

• Skills are extremely scarce both within Sara Lee and the external marketplace

• Skills are unique to Sara Lee and of a proprietary nature

• Loss of the person seriously jeopardizes the successful completion of the project

• Staffing alternatives are extremely limited, even from external temporary sources

#2

• Individual is critical to the completion of the project

• Skills are scarce both within Sara Lee and the marketplace but there are back-up staffing sources

• Loss of this person would delay the project completion and result in higher costs as a result of alternative staffing and lost productivity

#3

• Individual is important to the project’s completion but may be a member of a team that could back-fill in event of loss

• Skills are in short supply but alternatives would be available but at a higher cost and lower productivity level

• Loss of person would be disruptive to the process and would complicate but not jeopardize the completion of the project