andAgreement and Plan of Merger • August 21st, 2001 • Lee Sara Corp • Food and kindred products • Delaware
Tier I Executive Severance Agreement for _______________________ The Earthgrains CompanySeverance Agreement • November 13th, 2001 • Lee Sara Corp • Food and kindred products
Exhibit 1.1 SARA LEE CORPORATION (a Maryland corporation) UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT)Lee Sara Corp • March 5th, 2002 • Food and kindred products • New York
Exhibit 10.2 CONSULTING AGREEMENT Sara Lee Corporation (the "Company") and Donald J. Franceschini (the "Consultant") enter into this Consulting Agreement (the "Agreement") which was executed on the 17th day of November, 1997, and is effective as of...Consulting Agreement • February 10th, 1998 • Lee Sara Corp • Food and kindred products • Illinois
------------------------------------------------------------------------------- - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION...Lee Sara Corp • December 20th, 1996 • Food and kindred products
RECITALSStockholders' Agreement • March 12th, 1998 • Lee Sara Corp • Food and kindred products • Illinois
Principal Principal Amount of Amount of Floating Fixed Rate Notes Rate Notes -------------- --------------- J.P. Morgan Securities Inc......... $103,750,000 $ 450,000,000 Salomon Smith Barney Inc........... 103,750,000 360,000,000 Banc One Capital...Underwriting Agreement • September 24th, 2001 • Lee Sara Corp • Food and kindred products • New York
EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 3rd, 1995 • Lee Sara Corp • Sausages & other prepared meat products • Delaware
Exhibit 1.2 U.S. $___________ SARA LEE CORPORATION MEDIUM-TERM NOTES, SERIES __ DISTRIBUTION AGREEMENTLee Sara Corp • March 5th, 2002 • Food and kindred products • New York
and As Warrant Agent WARRANT AGREEMENTWarrant Agreement • February 4th, 2000 • Lee Sara Corp • Food and kindred products • New York
REGISTERED PRINCIPAL AMOUNT: $ _______________ No. FXR-__ CUSIP No. _____________ SARA LEE CORPORATION MEDIUM-TERM NOTE, SERIES __ (Fixed Rate)Lee Sara Corp • February 4th, 2000 • Food and kindred products
1 EXHIBIT 10.23 The following is a fair and accurate English translation of the Employment Contract between Sara Lee/DE N.V. and Frank L. Meysman, dated November 9, 1994, which is originally in the Dutch language.Lee Sara Corp • September 29th, 1995 • Sausages & other prepared meat products
andRights Agreement • May 19th, 1998 • Lee Sara Corp • Food and kindred products • Maryland
and As Warrant Agent WARRANT AGREEMENTWarrant Agreement • February 4th, 2000 • Lee Sara Corp • Food and kindred products • New York
INTERIM CREDIT AGREEMENT dated as of May 29, 2012 among DEMB INTERNATIONAL B.V. The Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents MERRILL LYNCH,...Credit Agreement • June 1st, 2012 • Sara Lee Corp • Food and kindred products • New York
INTERIM CREDIT AGREEMENT (this “Agreement”) dated as of May 29, 2012 among DEMB INTERNATIONAL B.V., a besloten vennootschap met beperkte aansprakelijkheid with corporate seat in Joure (Skarsterlân), The Netherlands (the “Borrower”); the LENDERS from time to time party hereto; BANK OF AMERICA, N.A., as administrative agent; and GOLDMAN SACHS BANK USA and JPMORGAN CHASE BANK, N.A., as co-syndication agents.
Exhibit (b)(2) 364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • August 8th, 2001 • Lee Sara Corp • Food and kindred products • New York
AGREEMENTAgreement • September 29th, 1995 • Lee Sara Corp • Sausages & other prepared meat products
1 EXHIBIT 10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of October 11, 1994, by and between Sara Lee Corporation, a Maryland corporation ("SLC"), and Steven B. Sandler, Arthur B....Registration Rights Agreement • October 3rd, 1995 • Lee Sara Corp • Sausages & other prepared meat products • Delaware
SARA LEE CORPORATION RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT FY 11-13 LTRSUNotice and Agreement • November 10th, 2010 • Sara Lee Corp • Food and kindred products • Illinois
This Restricted Stock Unit (RSU) Grant Notice and Agreement, made this August 26, 2010 (“Award Date”), by Sara Lee Corporation, a Maryland corporation ( the “Company”) to you is evidence of an award made under the Sara Lee Corporation 1998 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this “Grant Notice and Agreement” by reference. A copy of the Plan and the FY11-13 LTRSU Program Description (“Program Description”) have been provided to you and are also available from the Sara Lee Corporate Compensation Department.
Exhibit 10.1 RETIREMENT AGREEMENT Sara Lee Corporation (the "Company") and Donald J. Franceschini (the "Executive") enter into this Retirement Agreement (the "Agreement") which was received by the Executive on the 13th day of November, 1997, signed by...Retirement Agreement • February 10th, 1998 • Lee Sara Corp • Food and kindred products • Illinois
Exhibit 10.1 CONSULTING AND RETIREMENT AGREEMENT ----------------------------------- Sara Lee Corporation (the "Company") and Paul J. Lustig ("Executive") enter into this Consulting and Retirement Agreement (this "Agreement") on the 30th day of...Consulting and Retirement Agreement • May 10th, 2002 • Lee Sara Corp • Food and kindred products • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2008 • Sara Lee Corp • Food and kindred products
AGREEMENT AND PLAN OF MERGER among THE HILLSHIRE BRANDS COMPANY, HELIX MERGER SUB CORPORATION, HELIX MERGER SUB LLC, and PINNACLE FOODS INC. Dated as of May 12, 2014Agreement and Plan of Merger • May 12th, 2014 • Hillshire Brands Co • Food and kindred products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among THE HILLSHIRE BRANDS COMPANY, a Maryland corporation (“Parent”), PINNACLE FOODS INC., a Delaware corporation (the “Company”), HELIX MERGER SUB CORPORATION, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Corp”), and HELIX MERGER SUB LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger LLC” and, together with Merger Corp, the “Merger Subs”). Parent, Merger Corp, Merger LLC and the Company are referred to individually as a “Party” and collectively as the “Parties.”
Board Agreement The undersigned: and Whereas:Board Agreement • February 7th, 2012 • Sara Lee Corp • Food and kindred products
• The Executive was elected an executive officer of Sara Lee Corporation, to serve as Executive Vice President of Sara Lee and as Chief Executive Officer of the International Beverage business segment of the Company with the intention to become the Chief Executive Officer of CoffeeCo after the Spin-Off has been executed, which terms are both defined hereafter;
TAX SHARING AGREEMENTTax Sharing Agreement • June 18th, 2012 • Sara Lee Corp • Food and kindred products
THIS TAX SHARING AGREEMENT, dated as June 15, 2012, by and among Sara Lee Corporation (“Sara Lee”), a Maryland corporation, by and on behalf of itself and each Affiliate of Sara Lee (as determined after the Separation), MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands, (“DutchCo”) and currently an indirect, wholly owned subsidiary of Sara Lee, and DE US, Inc., a Delaware corporation and currently a direct, wholly owned subsidiary of Sara Lee (“CoffeeCo”), by and on behalf of itself and each Affiliate of CoffeeCo (as determined after the Separation). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Separation Agreement.
SARA LEE CORPORATION EXECUTIVE MANAGEMENT LONG-TERM INCENTIVE PROGRAM (FY11-13 EMLTIP) Grant Notice and AgreementNotice and Agreement • November 10th, 2010 • Sara Lee Corp • Food and kindred products • Illinois
This Performance-Based Restricted Stock Unit (PSU) Grant Notice and Agreement, made this August 26, 2010 (“Award Date”), by Sara Lee Corporation, a Maryland corporation (“Company”) to you is evidence of an award made under the Sara Lee Corporation 2002 Long-Term Incentive Stock Plan (“Plan”) which is incorporated into this “Grant Notice and Agreement” by reference. A copy of the Plan and the FY11-13 EMLTIP Program Description (“Program Description”) have been or will be provided to you and are also available from the Sara Lee Corporate Compensation Department.
VOTING AGREEMENTVoting Agreement • May 12th, 2014 • Hillshire Brands Co • Food and kindred products • Delaware
This VOTING AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Pinnacle Foods Inc., a Delaware corporation (the “Company”). Parent and each of the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among TYSON FOODS, INC., HMB HOLDINGS, INC., and THE HILLSHIRE BRANDS COMPANY Dated as of July 1, 2014Agreement and Plan of Merger • July 2nd, 2014 • Hillshire Brands Co • Food and kindred products • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2014 (this “Agreement”), is made and entered into by and among Tyson Foods, Inc., a Delaware corporation (“Parent”), The Hillshire Brands Company, a Maryland corporation (the “Company”), and HMB Holdings, Inc., a Maryland corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
GUARANTYGuaranty • June 1st, 2012 • Sara Lee Corp • Food and kindred products • New York
THIS GUARANTY (this “Guaranty”) is made as of May 29, 2012, by and among each of the undersigned (the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.
Exhibit (b)(3) 364-DAY BRIDGE COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENTCredit Facility Agreement • August 8th, 2001 • Lee Sara Corp • Food and kindred products • New York
TERMINATION AGREEMENTTermination Agreement • August 26th, 2009 • Sara Lee Corp • Food and kindred products
Sara Lee Corporation (the “Corporation”) and Margaret M. Foran (“Executive”) enter into this Termination Agreement (the “Agreement”), which was received by Executive on or before the 8th day of June, 2009, signed by Executive on or before the 8th day of June, 2009, and is effective immediately upon its execution by Executive (the “Effective Date”).
THE HILLSHIRE BRANDS COMPANY FORM OF RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTNotice and Agreement • October 31st, 2013 • Hillshire Brands Co • Food and kindred products • Illinois
This Restricted Stock Unit (RSU) Grant Notice and Agreement (this “Agreement”), made as of August 30, 2013 (the “Award Date”), by and between The Hillshire Brands Company, a Maryland corporation (the “Company”), and you is evidence of an award made pursuant to The Hillshire Brands Company 2012 Long-Term Incentive Stock Plan (the “Plan”), which is incorporated into this Agreement by reference. A copy of the Plan has been provided to you and is also available from the Company’s Compensation Department. Capitalized terms used but not defined herein have the meanings specified in the Plan.
FORM OF AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTNotice and Agreement • October 31st, 2013 • Hillshire Brands Co • Food and kindred products
WHEREAS, pursuant to the terms of each Performance-Based Restricted Stock Unit Grant Notice and Agreement between The Hillshire Brands Company (the “Company”) and each Participant outstanding as of June 26, 2013 under the Company’s 2002 Long-Term Incentive Stock Plan or 2012 Long-Term Incentive Stock Plan (each, an “Agreement”), the Compensation and Employee Benefits Committee of the Board of Directors of the Company (the “Committee”) has reserved the right to amend the terms of such Agreement; provided that an amendment that impairs the rights of the holder of such award is subject to the holder’s consent; and
SHARE PURCHASE AGREEMENT by and among BBU, INC., GRUPO BIMBO, S.A.B. DE C.V., and SARA LEE CORPORATION dated as of November 9, 2010Share Purchase Agreement • February 8th, 2011 • Sara Lee Corp • Food and kindred products • New York
This Share Purchase Agreement is entered into as of November 9, 2010 by and among BBU, INC., a corporation incorporated under the laws of the State of Delaware (“Purchaser”), GRUPO BIMBO, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (“Grupo Bimbo”), and SARA LEE CORPORATION, a corporation organized under the laws of the State of Maryland (“Seller”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article I.
Covenants and Agreements . . . . . . . . . . . . . . . . . . . . . 27 Section 5.1 Conduct of Business by the Company . . . 27 Section 5.2 Shareholders Meeting; Registration Statement and Proxy Statement/Prospectus . . . . . . . . . 30 Section 5.3...Agreement and Plan • June 8th, 1999 • Lee Sara Corp • Food and kindred products • New York
