exv10w4






Exhibit 10.4




TENTH AMENDED AND RESTATED




SYSCO CORPORATION



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



Effective August 27, 2010









 









 











TABLE
OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	ARTICLE I
	 	DEFINITIONS	 	 	2	 
	 
	ARTICLE II
	 	ELIGIBILITY & CONTINUED PARTICIPATION	 	 	9	 
	2.1
	 	Initial Eligibility	 	 	9	 
	2.2
	 	Frozen Participation	 	 	9	 
	2.3
	 	Benefits upon Re-Employment	 	 	9	 
	2.4
	 	Participation in this Plan and Other Plans	 	 	9	 
	2.5
	 	No Transfers from this Plan to Other Plans	 	 	10	 
	 
	ARTICLE III
	 	VESTING	 	 	10	 
	3.1
	 	Vesting	 	 	10	 
	3.2
	 	Vesting upon a Change of Control	 	 	11	 
	3.3
	 	Compensation Committee Discretion	 	 	11	 
	 
	ARTICLE IV
	 	VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT	 	 	12	 
	4.1
	 	Definitions	 	 	12	 
	4.2
	 	Minimum Vested Accrued Benefit as of June 28, 2008	 	 	16	 
	4.3
	 	Vested Accrued Benefit after June 28, 2008	 	 	16	 
	4.4
	 	Retirement Benefit	 	 	17	 
	4.5
	 	Benefit Commencement Date	 	 	17	 
	4.6
	 	Form of Payment	 	 	17	 
	4.7
	 	Temporary Supplement	 	 	18	 
	4.8
	 	Administrative Delay	 	 	18	 
	4.9
	 	Delay of Payments under Section 409A of the Code	 	 	18	 
	 
	ARTICLE V
	 	FROZEN PARTICIPATION	 	 	20	 
	5.1
	 	In General	 	 	20	 
	5.2
	 	Participation Frozen on or after June 28, 2008	 	 	20	 
	5.3
	 	Frozen Participation Deemed Active Participation	 	 	20	 
	5.4
	 	Participation Frozen before June 28, 2008	 	 	20	 
	 
	ARTICLE VI
	 	DEATH BENEFIT	 	 	21	 
	6.1
	 	Definitions	 	 	21	 
	6.2
	 	Death of Active Participant prior to Age 55	 	 	21	 
	6.3
	 	Death of Active Participant after Age 55	 	 	22	 
	6.4
	 	Death after a Change of Control that Occurs while an Active Participant	 	 	23	 
	6.5
	 	Death of Frozen Participant	 	 	23	 
	6.6
	 	Death of Vested Separated Participant	 	 	24	 
	6.7
	 	Death of Retired Participant before or after Commencement of Benefits	 	 	24	 
	6.8
	 	Administrative Delay	 	 	25	 






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TABLE
OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	6.9
	 	Beneficiary Designation for Ten (10) Year Certain Period	 	 	25	 
	 
	ARTICLE VII
	 	PROVISIONS RELATING TO ALL BENEFITS	 	 	27	 
	7.1
	 	Effect of this Article	 	 	27	 
	7.2
	 	Termination of Employment	 	 	27	 
	7.3
	 	Forfeiture for Cause	 	 	27	 
	7.4
	 	Forfeiture for Competition	 	 	28	 
	7.5
	 	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments	 	 	29	 
	7.6
	 	Claims Procedure	 	 	30	 
	 
	ARTICLE VIII
	 	ADMINISTRATION	 	 	32	 
	8.1
	 	Administrative Committee Appointment	 	 	32	 
	8.2
	 	Administrative Committee Organization and Voting	 	 	32	 
	8.3
	 	Powers of the Administrative Committee	 	 	32	 
	8.4
	 	Committee Discretion	 	 	33	 
	8.5
	 	Reimbursement of Expenses	 	 	33	 
	8.6
	 	Indemnification	 	 	33	 
	 
	ARTICLE IX
	 	ADOPTION BY SUBSIDIARIES	 	 	34	 
	9.1
	 	Procedure for and Status after Adoption	 	 	34	 
	9.2
	 	Termination of Participation by Adopting Subsidiary	 	 	34	 
	 
	ARTICLE X
	 	AMENDMENT AND/OR TERMINATION	 	 	35	 
	10.1
	 	Amendment or Termination of the Plan	 	 	35	 
	10.2
	 	No Retroactive Effect on Awarded Benefits	 	 	35	 
	10.3
	 	Effect of Termination	 	 	35	 
	 
	ARTICLE XI
	 	FUNDING	 	 	37	 
	11.1
	 	Payments under This Plan are the Obligation of the Company	 	 	37	 
	11.2
	 	Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust	 	 	37	 
	11.3
	 	Reversion of Excess Assets	 	 	37	 
	11.4
	 	Participants Must Rely Only on General Credit of the Company	 	 	38	 
	11.5
	 	Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited	 	 	38	 
	 
	ARTICLE XII
	 	MISCELLANEOUS	 	 	39	 
	12.1
	 	Responsibility for Distributions and Withholding of Taxes	 	 	39	 
	12.2
	 	Limitation of Rights	 	 	39	 
	12.3
	 	Benefits Dependent upon Compliance with Certain Covenants	 	 	39	 
	12.4
	 	Distributions to Incompetents or Minors	 	 	39	 
	12.5
	 	Nonalienation of Benefits	 	 	39	 






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TABLE
OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	12.6
	 	Reliance upon Information	 	 	40	 
	12.7
	 	Amendment Applicable to Active Participants Only Unless it Provides Otherwise	 	 	40	 
	12.8
	 	Severability	 	 	40	 
	12.9
	 	Notice	 	 	40	 
	12.10
	 	Gender and Number	 	 	40	 
	12.11
	 	Governing Law	 	 	40	 
	12.12
	 	Effective Date	 	 	40	 
	12.13
	 	Compliance with Section 409A	 	 	41	 








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TENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




          WHEREAS, Sysco Corporation (“Sysco”) established the Sysco Corporation Supplemental
Executive Retirement Plan (the “SERP”), originally effective July 3, 1988, to provide
certain highly compensated management personnel a supplement to their retirement pay so as to
retain their loyalty and to offer them a further incentive to maintain and increase their standard
of performance;




          WHEREAS, Sysco’s Board of Directors (the “Board of Directors”) amended and restated
the SERP pursuant to that certain Ninth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan (the “Current Plan”), effective generally as of June 27, 2009,
which among other things adopted the First Amended and Restated MIP Retirement Program effective as
of June 27, 2009 (the “Current Program”) which is attached as Appendix I to the Current
Plan;




          WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the
Compensation Committee of the Board of Directors (the “Compensation Committee”) or their
designees may amend the Current Plan (including the Current Program) by an instrument in writing;
and




          WHEREAS, the Board of Directors has determined that it is in the best interests of Sysco and
its stockholders to amend and restate the Current Plan and Current Program to (i) incorporate such
changes as are necessary to address certain changes in the roles and responsibilities of the Board
of Directors, the Compensation Committee and the Administrative Committee (as defined herein) with
respect to, among other things, establishing, monitoring, supervising, maintaining, amending and
terminating the employer welfare and benefit plans that are sponsored by Sysco; and (ii) to make
certain other changes to ease the administration of the Plan (including the Program).




          NOW, THEREFORE, Sysco hereby adopts this Tenth Amended and Restated Sysco Corporation
Supplemental Executive Retirement Plan (including the Second Amended and Restated Sysco Corporation
MIP Retirement Program, attached as Appendix I hereto), effective as of August 27, 2010, as
follows:






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ARTICLE I




DEFINITIONS



     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k)
Plan, a defined contribution plan qualified under Section 401(a) of the Code, any U.S.
tax-qualified defined contribution plan successor thereto and any other such plan sponsored by
Sysco or a Subsidiary.



     1.2 Active Participant. “Active Participant” means a Participant in the employ of the
Company who is not a Frozen Participant.



     1.3 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be
determined on the basis of the mortality and interest rate assumptions used in computing annuity
benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such
determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm
chosen by the Administrative Committee. Such actuarial firm shall select such actuarial
assumptions as would be appropriate for the Pension Plan if the Pension Plan remained in existence
with its last participant census. “Actuarially Equivalent” means equality in value of the
aggregate amounts expected to be received under different forms of payment based on the mortality
and interest rate assumptions specified for purposes of Actuarial Equivalence.



     1.4 Administrative Committee. “Administrative Committee” means the committee
administering this Plan (including the Program).



     1.5 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially
owns, directly or indirectly, at least 50% of the total voting power of the interests of such
entity and at least 50% of the total value of the interests of such entity.



     1.6 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a
ten (10) year certain period. Except as provided in Section 4.6, a Participant’s Vested Accrued
Benefit and Retirement Benefit are expressed in the form of an Annuity.



     1.7 Beneficiary. “Beneficiary” means a person or entity designated by the Participant
under the terms of this Plan to receive any amounts distributed under the Plan upon the death of
the Participant.



     1.8 Benefit Commencement Date. “Benefit Commencement Date” means the first date the
Participant’s benefits are payable under Section 4.5, without regard to any delay under either
Section 4.8 or 4.9.



     1.9 Benefit Limit. “Benefit Limit” shall have the meaning set forth in Section 4.1(l).



     1.10 Benefit Service. “Benefit Service” shall have the meaning set forth in Section 4.1(d).



     1.11 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.



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     1.12 Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” shall
have the meaning set forth in Section 4.1(j).



     1.13 Change of Control. “Change of Control” means the occurrence of one or more of
the following events:



          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Act (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the
then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or
(ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote
generally in the election of directors (the “Outstanding Sysco Voting Securities”);
provided, however, that the following acquisitions shall not constitute a Change of Control: (1)
any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4)
any acquisition by any corporation; pursuant to a transaction that complies with Sections (c)(i),
(c)(ii) and (c)(iii), below;




          (b) Individuals who, as of July 1, 2010, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director subsequent to July 1, 2010 whose
election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;




          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition
of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of
another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each
case unless, following such Business Combination, (i) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the
Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such transaction,
owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting
Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation
resulting from such Business Combination) beneficially





3









 







owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of
common stock of the corporation resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination, and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement or of the action of
the Board of Directors providing for such Business Combination; or




          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.




     1.14 Change of Control Period. “Change of Control Period” shall have the meaning set
forth in Section 7.3(d).



     1.15 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to
time.



     1.16 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating
Subsidiary.



     1.17 Compensation Committee. “Compensation Committee” means the Compensation
Committee of the Board of Directors of Sysco.



     1.18 Current Plan. “Current Plan” shall have the meaning set forth in the Recitals.



     1.19 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the
meaning set forth in Section 6.2(a)(ii).



     1.20 Defined Benefit Offset. “Defined Benefit Offset” shall have the meaning set
forth in Section 4.1(g).



     1.21 Defined Contribution Offset. “Defined Contribution Offset” shall have the
meaning set forth in Section 4.1(h).



     1.22 Determination Date. “Determination Date” means the date as of which a
Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a
Participant’s Retirement Benefit under Article IV shall be the date of the Participant’s Retirement
or Vested Separation.



     1.23 Early Payment Criteria. “Early Payment Criteria” shall have the meaning set
forth in Section 4.5(b).



     1.24 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan,
as it may be amended from time to time, and any successor plan thereto.



     1.25 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in
Section 4.1(a).



4









 





     1.26 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



     1.27 Executive Officer. “Executive Officer” means each of Sysco’s Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents,
Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of
the Securities Act.



     1.28 For Cause Event. “For Cause Event” shall have the meaning set forth in Section
7.3.



     1.29 Frozen Participant. “Frozen Participant” shall have the meaning set forth in
Section 2.2.



     1.30 High-Five Average Compensation as of June 28, 2008. “High-Five Average
Compensation as of June 28, 2008” shall have the meaning set forth in Section 4.1(c).



     1.31 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and
two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial
Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and
his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to
two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above,
during the ten (10) year certain period, there shall be no reduction in the amount of such payment
regardless of the death of either or both the Participant and his spouse.



     1.32 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the
meaning set forth in Section 10.2.



     1.33 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the
Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive
Plan, the Sysco Corporation 2005 Management Incentive Plan and the Sysco Corporation 2009
Management Incentive Plan, as each may be amended, and any successor plans.



     1.34 MIP Participation. “MIP Participation” refers to an individual’s periods of
participation in the MIP. Non-continuous periods of MIP Participation (e.g., as a result of a
termination and subsequent reemployment) shall be added together. A Participant’s years of MIP
Participation shall mean the number of full years of such eligible periods of participation
determined on an elapsed time basis.



     1.35 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary
that has not adopted this Plan pursuant to Article IX.



     1.36 Officer Ranking. “Officer Ranking” shall have the meaning set forth in Section
2.1(b).



     1.37 Offset Amount. “Offset Amount” shall have the meaning set forth in Section
4.1(f).



     1.38 Participant. “Participant” means an employee of a Company who is eligible for
and is participating in this Plan, and any other current or former employee of Sysco and its
Subsidiaries who is entitled to a



5









 




benefit under this Plan. Unless otherwise specified herein, references to a Participant or
Participants shall include both Active Participants and Frozen Participants.




     1.39 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a
defined benefit plan qualified under Section 401(a) of the Code, as amended from time to time and
any U.S. tax-qualified defined benefit pension plan successor thereto.



     1.40 Plan. “Plan” means the Ninth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified
herein, references to “the Plan” or “this Plan” herein shall refer to the Supplemental Executive
Retirement Plan only and not the Program.



     1.41 Plan Year. “Plan Year” means the period that coincides with the fiscal year of
Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday
closest to June 30th of each calendar year.



     1.42 Program. “Program” means the Second Amended and Restated Sysco Corporation MIP
Retirement Program the non-qualified deferred compensation plan that is set forth in Appendix I to
this Plan, and which covers individuals who first become MIP participants after June 28, 2008, but
who do not satisfy the eligibility requirements for participation in this Plan, as set forth in
Section 2.1. The Compensation Committee in its sole discretion may exclude any MIP participant from
participation in the Program.



     1.43 Protected Benefit and Protected Participant. A “Protected Benefit”, as
determined under Sections 4.2(b) and 4.3(b), is a benefit which is only applicable to a Protected
Participant. A “Protected Participant” is an individual who, as of July 3, 2005, was an Active
Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at
least ten (10) years of MIP Participation.



     1.44 Retired Participant. “Retired Participant” shall have the meaning set forth in
Section 6.1(c).



     1.45 Retirement. “Retirement” means the Participant’s Separation from Service from
Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from
Service, the Participant is at least age fifty-five (55) and has a Vested Accrued Benefit.



     1.46 Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant
at the time and in the amount set forth in Article IV as a result of a Participant’s Retirement or
Vested Separation.



     1.47 Section 409A. “Section 409A” means Section 409A of the Code and any other
guidance promulgated thereunder.



     1.48 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as
amended from time to time.



6









 





     1.49 Separation from Service. “Separation from Service” means a “separation from
service” within the meaning of Section 409A. A Participant shall have experienced a “separation
from service” for purposes of Section 409A as a result of a termination of employment if the level
of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level
equal to twenty-five percent (25%) or less of the average level of service performed by the
Participant for the immediately preceding thirty-six (36) month period, taking into account any
periods of performance excluded under Section 409A.



     1.50 Service Factor. “Service Factor” shall have the meaning set forth in Section
4.1(e).



     1.51 Social Security Offset. “Social Security Offset” shall have the meaning set
forth in Section 4.1(i).



     1.52 Specified Employee. “Specified Employee” means a “specified employee” as defined
in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a
“key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the
Code) of the Company. A Participant shall be treated as a key employee if he meets the
requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury
Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the
twelve (12) month period ending on an Identification Date (as defined below). If a Participant is
a key employee as of an Identification Date, he shall be treated as a Specified Employee for the
twelve (12) month period beginning on the first day of the fourth month following such
Identification Date. For purposes of any Specified Employee determination hereunder, the
“Identification Date” shall mean December 31. The Compensation Committee may in its discretion
amend the Plan to change the Identification Date, provided that any change to the Plan’s
Identification Date shall not take effect for at least twelve (12) months after the date of the
Plan amendment authorizing such change.



     1.53 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a
“controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code,
(b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the
Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco,
as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco
pursuant to Section 414(o) of the Code, and (e) any other organization or employment location
designated as a “Subsidiary” by resolution of the Board of Directors.



     1.54 Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan (including the
Program).



     1.55 Supplemental Plan(s). “Supplemental Plan(s)” means any non-qualified deferred
compensation arrangement sponsored by Sysco or any Subsidiary (or any company for which the
Participant worked that was acquired by Sysco or a Subsidiary) and approved by the Compensation
Committee or the Administrative Committee, other than the Program, that is an offset under the
Plan’s benefit formula. All such plans shall be listed on Exhibit A, attached hereto.



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     1.56 Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” shall
have the meaning set forth in Section 4.1(b).



     1.57 Total Payments. “Total Payments” means all payments or benefits received or to
be received by a Participant in connection with a “change of control” (within the meaning of
Section 280G of the Code) of Sysco under the terms of this Plan, the Program, any Supplemental
Plan(s) or the EDCP, and in connection with a change of control of Sysco under the terms of any
stock option plan or any other plan, arrangement or agreement with the Company, its successors, any
person whose actions result in a change of control or any person affiliated with the Company or who
as a result of the completion of transactions causing a change of control become affiliated with
the Company within the meaning of Section 1504 of the Code, taken collectively.



     1.58 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set
forth in Article IV.



     1.59 Vested Percentage. “Vested Percentage” shall have the meaning set forth in
Article III.



     1.60 Vested Separated Participant. “Vested Separated Participant” shall have the
meaning set forth in Section 6.1(a).



     1.61 Vested Separation. “Vested Separation” means the Participant’s Separation from
Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the
Separation from Service the Participant has a Vested Accrued Benefit.



     1.62 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries
for which the Participant or Frozen Participant is awarded “credited service” under the Pension
Plan for vesting purposes or would have been awarded credited service under the Pension Plan for
vesting purposes if the Participant were covered under the Pension Plan; provided however, any
service before the later of the first date of hire by the Company or the date of acquisition by
Sysco or a Subsidiary for which the Participant then worked shall not be included in calculating
the Participant’s Vesting Service.



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ARTICLE II




ELIGIBILITY & CONTINUED PARTICIPATION



     2.1 Initial Eligibility. Unless otherwise determined by the Compensation Committee in
its sole discretion, eligibility to participate in the Plan shall be determined as follows:



          (a) A Company employee who was a Participant in the Plan on or before June 28, 2008 is
eligible.




          (b) A Company employee who first becomes a MIP participant after June 28, 2008 and holds an
“Officer Ranking” (as described below) shall be eligible to participate in the Plan, but only if
the Compensation Committee affirmatively selects such individual as eligible for the Plan. A person
has an Officer Ranking if he holds one of the following positions: (i) with respect to Sysco,
Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Executive
Vice President or Senior Vice President (including Senior Vice Presidents of Operations) or an
officer of equivalent or higher rank who is selected by the Board of Directors; or (ii) the Chief
Executive Officer of one or more Subsidiaries.




     2.2 Frozen Participation. An Active Participant shall have his participation frozen
(a “Frozen Participant”) as of the earliest of the date he (a) ceases to be a MIP
participant, (b) with respect to a Participant who is eligible to participate by reason of Section
2.1(b), unless otherwise determined by the Compensation Committee, such Participant ceases to hold
an Officer Ranking, or (c) transfers from the Company to a Non-Participating Subsidiary. Article V
sets forth special rules that apply to Frozen Participants.



     2.3 Benefits upon Re-Employment. If a Retired or Vested Separated Participant is
subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall
remain that of a Retired or Vested Separated Participant for all purposes under this Plan and
distributions to such Participant shall commence as provided under Section 4.5 without regard to
his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving
distributions from this Plan as of his re-employment date, such payments shall continue unchanged
during his period of re-employment. The re-employed Participant’s status shall remain that of a
Retired or Vested Separated Participant for all purposes under this Plan and, except as otherwise
determined by the Compensation Committee, such Participant shall accrue no additional benefits
following re-employment.



     2.4 Participation in this Plan and Other Plans. An employee, who is participating in
either or any of the Program and/or the Supplemental Plan(s) at the time such employee first
becomes a Participant in this Plan, shall, unless otherwise determined by the Compensation
Committee in its sole discretion, continue to accrue benefits under the Program and/or such
Supplemental Plan(s), as applicable, subject to the terms and conditions of each.



9









 





     2.5 No Transfers from this Plan to Other Plans. An employee participating in this
Plan or, who has participated in this Plan and who is not nor has not participated in either or any
of the Program and/or the Supplemental Plan(s) shall not, unless otherwise determined by the
Administrative Committee in its sole discretion, be eligible to participate in the Program and/or
such Supplemental Plan(s), as applicable.



ARTICLE III




VESTING



     3.1 Vesting. A Participant’s Vested Percentage for purposes of calculating such
Participant’s Vested Accrued Benefit under Article IV shall be determined in accordance with this
Article III. For purposes of determining the Participant’s Vested Percentage, the Participant’s
age, Vesting Service and MIP Participation are determined as of a Determination Date. The Vested
Percentage shall be the greatest of the percentages determined under Sections 3.1(a), (b) and (c),
except the schedule under Section 3.1(b) shall not apply for purposes of determining a
Protected Participant’s Vested Percentage in his Protected Benefit.



          (a) If the Participant has at least ten (10) years of Vesting Service, his Vested Percentage
under this Section 3.1(a) shall be determined as follows:




	 	 	 	 	 
	Participant with at least	 	 
	ten (10) years of Vesting	 	Vested
	Service whose age is	 	Percentage
	 
	 	 	 	 
	Less than 60
	 	 	0	%
	60 but less than 61
	 	 	50	%
	61 but less than 62
	 	 	60	%
	62 but less than 63
	 	 	70	%
	63 but less than 64
	 	 	80	%
	64 but less than 65
	 	 	90	%
	65 or more
	 	 	100	%






          (b) If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15)
years of MIP Participation, his Vested Percentage under this Section 3.1(b) (“Rule of 80”)
shall be determined as follows:




	 	 	 	 	 
	Sum of Participant’s full	 	 
	years of age plus full	 	Vested
	years of MIP Participation	 	Percentage
	 
	 	 	 	 
	Less than 70
	 	 	0	%
	70
	 	 	50	%
	71
	 	 	55	%
	72
	 	 	60	%
	73
	 	 	65	%
	74
	 	 	70	%
	75
	 	 	75	%






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	Sum of Participant’s full	 	 
	years of age plus full	 	Vested
	years of MIP Participation	 	Percentage
	76
	 	 	80	%
	77
	 	 	85	%
	78
	 	 	90	%
	79
	 	 	95	%
	80 or more
	 	 	100	%






          (c) If the Participant is (i) at least age sixty-two (62), (ii) has completed at least
twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of MIP
Participation, he shall have a Vested Percentage of 100%.




     3.2 Vesting upon a Change of Control. Notwithstanding Section 3.1 above and subject
to Section 7.5, a Participant’s Vested Percentage shall be 100% upon a Change of Control.



     3.3 Compensation Committee Discretion. Notwithstanding anything in this Article III
to the contrary, the Compensation Committee, in its sole discretion, may increase a Participant’s
Vested Percentage under Section 3.1 to any percentage not to exceed 100%.




11











 





ARTICLE IV




VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT



     4.1 Definitions. The following definitions are used in this Article IV:



          (a) Eligible Earnings. “Eligible Earnings” means, for a given Plan Year, the sum of
the Participant’s (i) salary, including salary deferred under the EDCP, and (ii) to the extent
described in the table below: (A) all or a portion of the bonus payable to the Participant under
the MIP, any amounts payable to the Participant as a substitute for or in lieu of such MIP bonus
for a Fiscal Year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus
pursuant to a severance agreement or other arrangement providing for post-termination benefits,
unless otherwise determined by the Administrative Committee) (“MIP Bonus”) and (B) the
bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan
(“Supplemental Performance Bonus”), even if the amounts described above were earned before
the individual became a Participant.




	 	 	 	 	 	 	 
	 	 	Treatment of Bonuses for Purposes of Eligible Earnings
	Plan Year	 	MIP Bonus (including any MIP Bonus deferred under the EDCP)	 	Supplemental
	(PY)	 	Benefits other than Protected Benefits	 	Protected Benefits	 	Performance Bonus
	2009 PY and PYs
thereafter

	 	Included, except for MIP Additional
Bonuses, but capped at 150% of base
salary rate as of the last day of the
Plan Year
	 	Included, except for MIP
Additional Bonuses, but
capped at 150% of base salary
rate as of the last day of
the Plan Year
	 	Excluded
	 
	 	 	 	 	 	 
	2008 PY

	 	Included, except for MIP Additional
Shares and MIP Additional Bonuses
	 	Included, except for MIP

Additional Bonuses
	 	Excluded
	 
	 	 	 	 	 	 
	2007 PY

	 	Included, except for MIP Additional

Shares
	 	Included in full
	 	Included, except
for calculation of
Protected Benefit
	 
	 	 	 	 	 	 
	2006 PY

	 	Included, except for MIP Additional
Shares and MIP Additional Cash
Bonuses
	 	Included in full
	 	Excluded
	 
	 	 	 	 	 	 
	2005 PY and prior
PYs

	 	Included in full
	 	Included in full
	 	Excluded







			
	NOTE:	 	The terms “MIP Additional Bonus”, “MIP Additional Shares” and “MIP Additional Cash Bonus”
shall have the meanings given to them in the MIP.






			
		 	No bonus other than those specified in the above table is included in Eligible Earnings.




Eligible Earnings shall not include a Participant’s compensation from a company before the
date such company was acquired by Sysco or a Subsidiary.




12









 







Solely for purposes of determining the salary component of Eligible Earnings used in the
determination of
Ten-Year Final Average Compensation defined in (b) below, “salary” shall mean the annual rate of
the Participant’s base salary as of his last day of employment during the applicable Plan Year.




          (b) Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” means
the monthly average of the Participant’s Eligible Earnings for the ten (10) Plan Years (excluding
those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately
before or coincident with the Calculation Date (as defined below). If the Participant does not
have ten (10) Plan Years of Eligible Earnings, the Participant’s Ten-Year Final Average
Compensation shall be based on the monthly average of Eligible Earnings for the available Plan
Years ending immediately before or coincident with the Calculation Date. The Plan Year in which
the Participant was originally hired shall be disregarded if he was hired after the first business
day of such Plan Year. Similarly, the Plan Year in which the Calculation Date occurs shall be
disregarded if the Calculation Date occurs before the last business day of such Plan Year. For
purposes of determining a Participant’s Ten Year Final Average Compensation, “Calculation
Date” means the date on which the earlier of the following events occurs:




               (i) the Participant becomes a Frozen Participant,



               (ii) a Change of Control occurs, unless the employee remains an employee of the Company and a
Participant for the Plan Year in which the Change of Control occurs and the next succeeding three
(3) Plan Years; or



               (iii) the earliest to occur of an Active Participant’s death, Retirement or Vested Separation.



          (c) High-Five Average Compensation as of June 28, 2008. “High-Five Average
Compensation as of June 28, 2008” means the monthly average of the Participant’s Eligible Earnings
for the five (5) full Plan Years (which need not be successive) that yield the highest monthly
average of Eligible Earnings out of the ten (10) full Plan Years ending June 28, 2008. If the
Participant does not have five (5) full Plan Years of Eligible Earnings, the Participant’s
High-Five Average Compensation as of June 28, 2008 shall be based on the monthly average of
Eligible Earnings for the available full Plan Years ending June 28, 2008.




          (d) Benefit Service. “Benefit Service” means service with Sysco and its Subsidiaries
for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes
or would have been awarded “credited service” under the Pension Plan for vesting purposes if the
Participant was covered under the Pension Plan; provided, however, the Compensation Committee may,
in its sole discretion, award a Participant
additional Benefit Service. Except as provided in Section 5.5, a Frozen Participant’s service
after the date his participation was frozen under Section 2.2 shall not count as Benefit Service.




          (e) Service Factor. “Service Factor” means a fraction equal to the Participant’s full
years of Benefit Service as of any given Determination Date (not to exceed twenty (20) years)
divided by twenty (20).




13









 








          (f) Offset Amount. “Offset Amount” means, as of any given Determination Date, the sum
of a Participant’s Defined Benefit Offset, Defined Contribution Offset, Social Security Offset and
the Canada/Quebec Pension Plan Offset.




          (g) Defined Benefit Offset. “Defined Benefit Offset” refers to the offset of the
Participant’s vested accrued benefit under the (x) Program, and any Supplemental Plan(s), as
applicable; and (y) the Pension Plan, and each other U.S. tax-qualified defined benefit plan, or
Canadian registered pension plan sponsored by Sysco or a Subsidiary (or any company for which the
Participant worked that was acquired by Sysco or a Subsidiary), each as of the Determination Date
and determined as follows:




               (i) Such a vested accrued benefit shall only reflect the benefit derived from employer
contributions.



               (ii) Each such vested accrued benefit will be adjusted in accordance with provisions of the
applicable plan to reflect an assumed benefit commencement date of the later of (A) the Benefit
Commencement Date or (B) the date a retirement benefit is first payable to the Participant under
the applicable plan without regard to the actual election made by the Participant under such plan.
The resulting amount shall be converted to an Actuarially Equivalent Annuity as of the assumed
benefit commencement date.



               (iii) Such benefits shall include prior distributions (subject to the limitation in item (i)
and including but not limited to an in-service withdrawal or a qualified domestic relations order
distribution), increased with interest. If the prior distribution was a lump-sum payment, interest
will be credited from the date of the lump-sum payment. If the prior distribution consists or
consisted of periodic payments, the Actuarially Equivalent single-sum value of the stream of
payments will be determined as of the date of the first periodic payment and increased with
interest from such date. Interest on the lump-sum payment or single-sum value of periodic payments
will be credited to the assumed benefit commencement date described in (ii) above using the
interest rate used for determining Actuarial Equivalence. The resulting amount will be converted
to an Actuarial Equivalent Annuity as described in (ii) above.



          (h) Defined Contribution Offset. “Defined Contribution Offset” refers to the offset
of an Annuity that could be provided by the Participant’s vested account balance under the (x)
401(k) Plan, and each other U.S. tax-qualified defined contribution plan or each Canadian
tax-registered capital accumulation plan, sponsored by Sysco or a Subsidiary (or any company for
which the Participant worked that was acquired by Sysco or a Subsidiary); and (y) applicable
Supplemental Plan(s), if any, determined as follows:




               (i) Such account balance shall only reflect the vested balance derived from employer
contributions, excluding the balance attributable to 401(k) Plan salary deferrals.



               (ii) Such account balance shall be determined as of the last day of the month preceding the
month of the Determination Date. However, if the Participant has not met the Early Payment
Criteria



14









 




as of the Determination Date, this balance will be increased with interest to the Benefit
Commencement Date, using the interest rate used for determining Actuarial Equivalence. The balance
or, if applicable, balance increased with interest, shall be converted to an Actuarially Equivalent
Annuity as of the Benefit Commencement Date.




               (iii) Such balances shall include prior distributions (subject to the limitation in item (i)
and including but not limited to an in-service withdrawal or a qualified domestic relations order
distribution), increased with interest. Interest will be credited from the date of the lump-sum
payment to the Benefit Commencement Date, using the interest rate used for determining Actuarial
Equivalence. The resulting balance shall be converted to an Actuarially Equivalent Annuity as of
the Benefit Commencement Date.



          (i) Social Security Offset. “Social Security Offset” means, as of any given
Determination Date, the Participant’s monthly old-age benefit under the Federal Social Security Act
or any similar federal act in effect as of the Determination Date and payable as of the later of
age sixty-two (62) or the Benefit Commencement Date (the “Social Security Benefit”), and
without regard to whether such Social Security Benefit is actually delayed, superseded, or
forfeited because of failure to apply or for any other reason. The amount of the Social Security
Benefit shall be determined based upon the pay and employment data that may be furnished by the
Company and/or the Participant concerned and it shall be assumed that the Participant has no
compensation after the Determination Date. Any pay for periods prior to the earliest data
furnished shall be estimated by applying a salary scale discount, and the discount applied for this
purpose shall be the actual change in average wages from year to year as determined by the Social
Security Administration.




          (j) Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” means, as
of any given Determination Date, the Participant’s monthly retirement benefit payable under the
Canada Pension Plan or Quebec Pension Plan, as applicable, as in effect on the Determination Date
and payable as of the later of age sixty (60) or the Benefit Commencement Date (the
“Canada/Quebec Pension Benefit”), and without regard to whether such Canada/Quebec Pension
Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other
reason. The amount of the Canada/Quebec Pension Benefit shall be determined based upon the pay and
employment data that may be furnished by the Company and/or the Participant concerned and it shall
be assumed that the Participant has no compensation after the Determination Date. Any pay for
periods prior to the earliest data furnished shall be estimated by applying a salary scale
discount, and the discount applied for this purpose shall be the actual change in average wages
from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan,
as applicable.




          (k) Participant who has paid into both the US Federal Social Security and either the
Canada Pension Plan or the Quebec Pension Plan. If a Participant has paid into both the US
Federal Social Security and
either the Canada Pension Plan or the Quebec Pension Plan, while an employee of Sysco or its
Subsidiaries, the monthly Social Security Offset will be assumed to be zero and the monthly
Canada/Quebec Pension Plan Offset will be determined to be a theoretical amount calculated under
the Canada Pension Plan or Quebec Pension Plan, as applicable, as if the Participant had always
been covered under and contributing to the Canada Pension Plan or





15









 







Quebec Pension Plan. For
purposes of determining the monthly Canada/Quebec Pension Plan Offset, the amount of the benefit
shall be determined based upon the pay and employment data that may be furnished by the Company
and/or the Participant while a Canadian Participant. Any pay for periods prior to the earliest
data furnished shall be estimated by applying a salary scale discount, and the discount applied for
this purpose shall be the actual change in average wages from year to year as determined for
purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable. Any pay for periods
prior to the Determination Date and after the latest data furnished shall be estimated by applying
a salary scale factor, and the factor applied for this purpose shall be the actual change in
average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec
Pension Plan, as applicable. It shall be assumed that the Participant has no compensation after
the Determination Date. For purposes of the Temporary Supplement of Section 4.7, the Participant
will be treated as a Canadian Participant, regardless of the Participant’s status at Retirement or
Vested Separation.




          (l) Benefit Limit. “Benefit Limit” means the limit in effect for the Plan Year in
which the distribution event occurs and equals USD $178,537 per month for distribution events
occurring in the Plan Year ending June 28, 2008. For distribution events that occur in a Plan Year
ending after June 28, 2008, such monthly amount shall be adjusted in accordance with the percentage
increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), as
measured from (1) June of the second Plan Year preceding the Plan Year during which such
distribution event occurred to (2) June of the Plan Year immediately preceding the Plan Year during
which such distribution event occurred.




     4.2 Minimum Vested Accrued Benefit as of June 28, 2008. An Active Participant as of
June 28, 2008 shall have a Minimum Vested Accrued Benefit as of June 28, 2008, equal to:



          (a) In General. The Participant’s { High-Five Average Compensation as of June 28,
2008 × 50% × Service Factor × Vested Percentage } less Offset Amount; provided, however, the
resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.




          (b) For a Protected Participant. The greater of (i) the amount determined under
Section 4.2(a) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected
Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } ×
Service Factor × Vested Percentage.



The Determination Date for the elements in the benefit formulas under this Section 4.2 shall be
June 28, 2008 with the exception of the Vested Percentage and Benefit Limit, both of which shall be
determined as of the date of the distribution event.




     4.3 Vested Accrued Benefit after June 28, 2008. An Active Participant’s Vested
Accrued Benefit as of a Determination Date after June 28, 2008 shall equal the greater of the
Participant’s benefit, if any, under Section 4.2 above, or



16









 





          (a) In General. The Participant’s { Ten-Year Final Average Compensation × 50% ×
Service Factor × Vested Percentage } less Offset Amount; provided however, the resulting amount
shall not exceed the Participant’s Vested Percentage × Benefit Limit.




          (b) For a Protected Participant. The greater of (i) the amount determined under
Section 4.3(a) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year
Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage.



The Determination Date for the elements in the benefit formulas under Sections 4.3(a) and (b) above
shall be the date of the distribution event.




     4.4 Retirement Benefit. A Participant’s Retirement Benefit shall equal the
Participant’s Vested Accrued Benefit determined under Section 4.3, where the Determination Date for
calculating such Vested Accrued Benefit is the Participant’s date of Retirement or Vested
Separation.



     4.5 Benefit Commencement Date.



          (a) Normal Payment Criteria. Unless a Participant satisfies the Early Payment
Criteria under Section 4.5(b), payment of the Participant’s Retirement Benefit under Section 4.4
shall begin on the first day of the month coincident with or next following his sixty-fifth (65th)
birthday or his actual Retirement or Vested Separation date, whichever is later, if he survives to
the applicable date.




          (b) Early Payment Criteria. If a Participant Separates from Service before age
sixty-five (65) and satisfies the Early Payment Criteria set forth below as of his Retirement or
Vested Separation date, payment of the Participant’s Retirement Benefit under Section 4.4 shall
begin on the first day of the month coincident with or next following the Participant’s Retirement
date, if he survives to the applicable date. The “Early Payment Criteria” are as follows:




               (i) Criteria for Early Payment of a Protected Benefit: As of his Retirement or Vested
Separation, the Participant is at least age sixty (60), has at least 10 years of MIP Participation
and has at least twenty (20) years of Vesting Service.



               (ii) Criteria for Early Payment of a Benefit other than a Protected Benefit: As of
his Retirement or Vested Separation, the Participant has either (1) satisfied the criteria in
Section 4.5(b)(i) above or (2) is at least age fifty-five (55) and has at least fifteen (15) years
of MIP Participation.



     4.6 Form of Payment.



          (a) Participants in the Plan as of June 28, 2008. If, as of June 28, 2008, the
Participant is
(i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii)
married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is
Actuarially Equivalent to the Annuity.





17









 








          (b) Participants Who First Become Eligible to Participate in the Plan after June 28,
2008. If, as of the date a Participant first becomes eligible to participate in this Plan the
Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or
(ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which
is Actuarially Equivalent to the Annuity.




          (c) Administrative Committee Discretion. Notwithstanding anything to the contrary in
this Section 4.6, at any time after a Participant’s Separation from Service but prior to the date
any annuity payment is made to the Participant under this Plan, the Administrative Committee may
change the form of payment of a Participant’s Retirement Benefit between an Annuity and Joint and
Survivor Annuity based upon the marital status of such Participant as of the date of such change,
and such change shall become immediately effective, provided that such change shall become
effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life
annuities” within the meaning of Section 409A.




     4.7 Temporary Supplement. A U.S. Participant who retires before age sixty-two (62)
and meets the criteria of Section 4.5(b)(i) or 4.5(b)(ii) above, shall, in addition to his
Retirement Benefit under Section 4.4, receive a Temporary Supplement equal to such Participant’s
monthly Social Security Offset. A Canadian Participant who retires before age sixty (60) and meets
the criteria of Section 4.5(b)(i) or 4.5(b)(ii) above, shall in addition to his Retirement Benefit
under Section 4.4, be paid a Temporary Supplement equal to such Participant’s monthly Canada/Quebec
Pension Plan Offset. The Determination Date of the monthly Social Security Offset or Canada/Quebec
Pension Plan Offset, as applicable, shall be the Participant’s date of Retirement. The Temporary
Supplement will be paid to an eligible Participant through and including the earlier of (a) the
month in which the Participant dies or (b) the month in which the U.S. Participant attains age
sixty-two (62) or the Canadian Participant attains age sixty (60).



     4.8 Administrative Delay. Except as required under Section 4.9, payment of the
Participant’s Retirement Benefit and, if applicable, Temporary Supplement shall begin on the
Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as
administratively practicable thereafter but in no event later than the last day of the taxable year
in which the Benefit Commencement Date occurs, or if later within seventy-five (75) days of the
Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of
any delayed payments, without interest, shall be paid to the Participant on such delayed
commencement date.



     4.9 Delay of Payments under Section 409A of the Code. Notwithstanding any provision
of Sections 4.5 and 4.7 to the contrary, if the distribution of a Retirement Benefit under Section
4.5 (and, if applicable, a Temporary Supplement under Section 4.7) to a Participant who is a
Specified Employee result from such Participant’s Retirement or Vested Separation,
such distributions shall not commence earlier than the date that is six (6) months after the
date of such Participant’s Retirement or Vested Separation if such earlier commencement would
result in the imposition of tax under Section 409A. If distributions to a Participant are so
delayed, such distributions shall commence at the later of (a) the first day of the month
coincident with or next following the date that is six (6)



18









 




months after the Participant’s
Retirement or Vested Separation date; or (b) the Participant’s Benefit Commencement Date. If a
Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any
such delayed payments, together with interest on such delayed payments (calculated using the
interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such
delayed commencement date.




19









 








ARTICLE V




FROZEN PARTICIPATION



     5.1 In General. This Article V provides special rules that apply to a Participant who
is a Frozen Participant. To the extent that this Article V or other provisions of the Plan do not
otherwise specify, such Participant shall be treated as any other Participant to the extent
necessary to implement this Article V.



     5.2 Participation Frozen on or after June 28, 2008. For ease of reference, special
rules applicable to a participant who becomes a Frozen Participant, as described in
Section 2.2, on or after June 28, 2008 are restated below:



          (a) Vesting Service and Age Credit. During the period of time during which his
participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age
credit for vesting purposes under Article III and satisfaction of the Early Payment Criteria under
Section 4.5(b).




          (b) Benefit Service. A Frozen Participant’s service after the date his participation
is frozen shall not count as Benefit Service.




          (c) Ten-Year Final Average Compensation. A Frozen Participant’s Ten-Year Final
Average Compensation shall be determined as of the date his participation is frozen and frozen as
of such date.




          (d) MIP Participation. Frozen Participation shall not count as MIP Participation,
except during periods in which such Frozen Participant is a MIP participant.




          (e) Offset Amount. No special rule applies to a Frozen Participant’s Offset Amount.
The Participant’s Offset Amount is determined as though his participation had never been frozen.




     5.3 Frozen Participation Deemed Active Participation. Notwithstanding anything to the
contrary contained in Section 5.2, a Frozen Participant shall be treated as if his participation
had never been frozen if (a) he remains a Company employee after his participation is frozen and
subsequently becomes eligible to participate in the Plan or (b) his participation is frozen after a
Change of Control and he dies or is terminated from the employ of the Company by the then
management within four (4) years after that Change of Control.



     5.4 Participation Frozen before June 28, 2008. The provisions of Sections 5.2 and 5.3
shall also apply to a Participant whose participation was frozen before June 28, 2008, except such
Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect
under the Plan as of the date his participation was frozen.



20









 





ARTICLE VI




DEATH BENEFIT



     6.1 Definitions. The following definitions are used in this Article VI:



          (a) Vested Separated Participant. “Vested Separated Participant” means a Participant
entitled to a deferred Vested Accrued Benefit commencing under the payment criteria under Section
4.5(a) and whose Benefit Commencement Date has not occurred.




          (b) Retired Participant. “Retired Participant” means a Participant (1) whose Benefit
Commencement Date has occurred but who has not yet received his first benefit payment or (2) who is
receiving benefit payments.




     6.2 Death of Active Participant prior to Age 55. If an Active Participant dies prior
to attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled
to receive a death benefit as described below:



          (a) Amount of Death Benefit. The amount of each installment of the annual death
benefit shall equal 25% of the Participant’s Three-Year Final Average Compensation, determined as
follows:




               (i) “Three-Year Final Average Compensation” means the annual average of the
Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan
Years in which the Participant does not have any Eligible Earnings) ending immediately before or
coincident with the Participant’s date of death. Unless otherwise provided herein, the Plan Year
in which the Participant was originally hired shall be disregarded if he was hired after the first
business day of such Plan Year. Similarly, the Plan Year in which death occurs shall be
disregarded if death occurs before the last business day of such Plan Year. If the Participant
does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year
Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings
for the available Plan Years ending immediately before or coincident with the Participant’s date of
death. If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year
Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan
Year in which he was originally hired.



               (ii) “Death Benefit Eligible Earnings” shall have the same meaning as “Eligible
Earnings” (as defined in Section 4.1(a)); provided, however, the salary component of Eligible
Earnings shall mean the annual rate of the Participant’s base salary as of his last day of
employment during the applicable Plan Year, and the cap on the MIP Bonus shall not apply.



          (b) Duration of Death Benefit. The above death benefit will be payable annually to
the Beneficiary for a period of ten (10) years certain, with the first installment commencing on
the first day of the month




21









 







coincident with or next following the Participant’s death, and with each of the nine (9)
remaining installments payable on the annual anniversaries of the date of such first payment.




          (c) Participation under this Plan and the Program. In the event that an Active
Participant also participates in the Program at the time of his death, the Participant shall be
entitled to a death benefit from this Plan, and not the Program.




          (d) Participation under this Plan and a Supplemental Plan. In the event that an
Active Participant is participating or has participated in one or more of the Supplemental Plan(s),
the death benefit payable to such Participant from this Plan shall be reduced as set forth on
Exhibit B, attached hereto.




     6.3 Death of Active Participant after Age 55. If an Active Participant dies
after attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be
entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on
the first day of the month coincident with or next following the Participant’s death. Such monthly
annuity shall be Actuarially Equivalent to the single sum value of the death benefit determined as
follows:



          (a) Combined Value of Death Benefit under this Plan and the Program.




               (i) If such Participant, as of his date of death, is at least age sixty-five (65) or satisfies
the Early Payment Criteria under Section 4.5(b), the single-sum value of the death benefit payable
under this Plan and the Program shall equal the greater of the Actuarially Equivalent single-sum
value of (A) the death benefit that would be payable under Section 6.2 if the age condition did not
apply or (B) the sum of (x) the Retirement Benefit that would have been payable to the Participant
as an Annuity under Article IV assuming the Participant retired on his date of death and (y) in the
case of an Active Participant who also participates in the Program, the Retirement Benefit (as
defined in the Program) that would have been payable to the Participant as an Annuity pursuant to
Section 4.4 of the Program assuming the Participant had retired on his date of death (taking into
account any applicable reductions set forth under Section 4.4 of the Program).



               (ii) If such Participant does not satisfy the conditions in 6.3(a)(i) above, the combined
single-sum value of the death benefit payable under this Plan and the Program shall equal the
greater of the Actuarially Equivalent single-sum value of (A) the death benefit that would be
payable under Section 6.2 if the age condition did not apply or (B) the sum of (x) the hypothetical
immediate Annuity equal to (i) the deferred Annuity that would have been payable to the Participant
under Article IV as of the applicable Benefit Commencement Date under Section 4.5(a) assuming the
Participant had retired on his date of death, reduced by (ii) five-ninths (5/9ths) of one percent
(1%) for each full calendar month by which the first payment of the death benefit precedes such
Benefit Commencement Date and (y) in the case of an Active Participant who also participates in the
Program, the Retirement Benefit (as defined in the Program) that would have been payable to the
Participant as an Annuity pursuant to Section 4.4 of the Program assuming the Participant had
retired on his date of death (taking into account any applicable reductions set forth in Section
4.4 of the Program).



22









 





          (b) Allocation of Death Benefit between this Plan and the Program. If an Active
Participant also participates in the Program at the time of his death and the resulting death
benefit is determined pursuant to either Section 6.3(a)(i)(A) or 6.3(a)(ii)(A) above, the value of
such death benefit shall be paid under this Plan and no additional benefit shall be paid under the
Program. Otherwise, the value of the death benefit determined pursuant to either Section
6.3(a)(i)(B)(x) or 6.3(a)(ii)(B)(x), as applicable, shall be paid under this Plan and the value of
the death benefit determined pursuant to either Section 6.3(a)(i)(B)(y) or 6.3(a)(ii)(B)(y), as
applicable, shall be paid under the Program.




          (c) Participation under this Plan and a Supplemental Plan. In the event an Active
Participant is participating or has participated in one or more Supplemental Plan(s), the death
benefit payable to such Participant from this Plan shall be reduced as set forth on Exhibit
B, attached hereto.




     6.4 Death after a Change of Control that Occurs while an Active Participant. If a
Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an
Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years of
such Change of Control, a death benefit shall be payable to such Participant’s Beneficiary. The
death benefit shall be determined under either Section 6.2 or 6.3, as applicable, based on such
Active or Vested Separated Participant’s age as of his date of death and modified as follows:



          (a) Three-Year Final Average Compensation under Section 6.2 shall be determined as of the
Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested
Separation.




          (b) The Determination Date of the Article IV Retirement Benefit under Section 6.3 shall be the
Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested
Separation.




          (c) Satisfaction of the Early Payment Criteria shall be determined as of the Active
Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested
Separation.




     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the
employ of Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s
spouse or other Beneficiary shall not be entitled to a death benefit under this Plan. If a Frozen
Participant dies while in the employ of Sysco or a Subsidiary on or after attaining age fifty-five
(55) and such Frozen Participant has a Vested Accrued Benefit, such Frozen Participant’s spouse or
other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year
certain period commencing on the first day of the month coincident with or next following the
Frozen Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum
value of the survivor’s benefit that would have been payable to the Participant’s spouse or other
Beneficiary if the Participant had begun receiving a hypothetical Retirement Benefit on his date of
death, determined as follows:



23









 





          (a) If the Participant satisfied the Early Payment Criteria on his date of death, the amount
of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of
his date of death, adjusted, as applicable, to take into account the form of such Participant’s
Retirement Benefit under Section 4.6.




          (b) If the Participant did not meet the requirements of Section 6.5(a), the amount of such
hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date
of death, reduced, for the period by which the first payment of the death benefit precedes the date
the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each
full calendar month by which the first payment of the death benefit precedes the month in which the
Participant would have attained age sixty-five (65), adjusted, as applicable, to take into account
the form of such Participant’s Retirement Benefit under Section 4.6.




          (c) For purposes of determining the amount of the survivor’s benefit under this Section 6.5,
if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Survivor
Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall
be substituted for the Participant’s “spouse” for purposes of the conversion to a Joint and
Survivor Annuity.




     6.6 Death of Vested Separated Participant. Upon the death of a Vested
Separated Participant who was not a Frozen Participant as of his date of Retirement or Vested
Separation, such Participant’s Beneficiary shall be entitled to a monthly annuity payable for life
with a ten (10) year certain period commencing on the first day of the month coincident with or
next following the Participant’s death. Subject to Section 6.4, such monthly annuity shall be
Actuarially Equivalent to the single-sum value of the survivor’s benefit that would have been
payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a
hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement
benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested
Separation date, reduced, for the period by which the first payment of the death benefit precedes
the first day of the month on or after date the Participant would have attained age sixty-five
(65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months
and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted as
applicable, to take into account the form of such Participant’s Retirement Benefit under Section
4.6. For purposes of determining the amount of the survivor’s benefit under this Section 6.6, if a
Participant’s Retirement Benefit would have been paid in the form of a Joint and Annuity, and the
Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted
for the Participant’s “spouse” for purposes of the conversion to the Joint and Survivor Annuity.



     6.7 Death of Retired Participant before or after Commencement of Benefits.
If a Retired Participant (a) dies before benefit payments begin and was not a Frozen
Participant at Retirement or (b) dies after benefit payments begin, any death benefit that may be
payable is a function of the form of payment applicable to such Retired Participant (Joint and
Survivor Annuity or Annuity as provided under Section 4.6), as described below:



          (a) Joint and Survivor Annuity.




24









 








               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the
Participant or his spouse (but not both) dies before the first benefit payment or during the ten
(10) year certain period following the Benefit Commencement Date, the benefit amount payable during
their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period
and then two-thirds (2/3) of that amount shall be paid to the survivor for life.



               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If
both the Participant and his spouse die before the first benefit payment or during the ten (10)
year certain period following the Benefit Commencement Date, the benefit amount payable during
their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10)
year certain period.



               (iii) Cessation of Benefits. No further benefits are payable after the later of (a)
the deaths of the Participant and his spouse or (b) the end of the ten (10) year certain period.



               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the
Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor
Annuity, even if the Participant is married to a different individual at the time of the
Participant’s death.



          (b) Annuity.




               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies
before the first benefit payment or during the ten (10) year certain period following the Benefit
Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the
balance of the ten (10) year certain period.



               (ii) Cessation of Benefits. No further benefits are payable after the later of (a)
the death of the Participant or (b) the end of the ten (10) year certain period.



     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in
this Article VI or the first day of the month as soon as administratively practicable thereafter
but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any
such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary
on such delayed commencement date.



     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary
designation shall be effective upon receipt by the Administrative Committee of a properly executed
form which the Administrative Committee has approved for that purpose, and shall remain in force
until revoked or changed by the Participant. The Participant may, from time to time, revoke or
change any designation of Beneficiary by filing another approved Beneficiary designation form with
the Administrative Committee.



          (a) Upon entering the Plan, each Participant shall file with the Administrative Committee a
designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3,
6.4, 6.5 and 6.6




25









 







shall be payable. Any Beneficiary designation by a married Participant who
designates any person or entity other than the Participant’s spouse shall be ineffective unless the
Participant’s spouse has indicated consent by completing and signing the applicable spousal consent
section of the approved beneficiary designation form.




          (b) Upon Retirement and prior to commencement of benefits under Article IV, the Participant
shall designate one or more Beneficiaries to receive the remaining period certain payments, which
designation shall be made and modified in accordance with the procedures set forth in this Section
6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining
period certain payments, the Beneficiaries designated by the Participant upon entering the Plan
shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A
spouse of a Participant may not change the Beneficiaries designated by the Participant, including
the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the
preceding sentences of this section 6.9 (b), in the case of a Joint and Survivor Annuity, a
Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse
both die during the ten (10) year certain period and (b) if the Participant dies during the ten
(10) year certain period and the Beneficiaries designated by the Participant have predeceased the
Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the
survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive
any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.




          (c) If there is no valid Beneficiary designation on file with the Administrative Committee at
the time of the Participant’s death, or if all of the Beneficiaries designated in the last
Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise
ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the
Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be
deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the
date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the
case of an entity, otherwise ceases to exist, before receiving all payments due under this Article
VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the
Participant’s designation provides otherwise, be distributed to the deceased individual
Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse
survives the Participant, or otherwise to the Participant’s estate.




          (d) To the extent applicable, if a Participant does not have a Beneficiary designation under
this Plan, but does have a Beneficiary designation under the Program, the Beneficiary designation
under the Program shall apply to this Plan, unless the Participant makes a new Beneficiary
designation under this Plan pursuant to the terms and conditions described above.





26











 





ARTICLE VII




PROVISIONS RELATING TO ALL BENEFITS



     7.1 Effect of this Article. The provisions of this Article shall control over all
other provisions of the Plan (including the Program).



     7.2 Termination of Employment. A Participant’s termination of employment for any
reason prior to the Participant’s vesting under Article III shall cause the Participant and all his
Beneficiaries to forfeit all interests in and under this Plan, other than any benefit payable to
such Participant’s Beneficiaries under Article VI.



     7.3 Forfeiture for Cause.



          (a) Forfeiture on Account of Discharge. If the Administrative Committee finds, after
full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former
Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii)
embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his
employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade
secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a
“For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his
Beneficiaries shall be forfeited.




          (b) Forfeiture after Commencement of Benefits. If the Administrative Committee finds,
after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former
Participant, that a former Participant who has begun receiving benefits under this Plan engaged in
a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was
not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s
and/or Beneficiaries remaining benefit payments under the Plan (including the Program) shall be
forfeited.




          (c) Administrative Committee Discretion. The decision of the Administrative Committee
as to the existence of a For Cause Event shall be final. No decision of the Administrative
Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary
in any manner.




          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures
created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant
who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next
three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the
“Change of Control Period”) or (ii) during the Change of Control Period is determined by
the Administrative Committee to have engaged in a For Cause Event, unless an arbitrator selected to
review the Administrative Committee’s findings agrees with the Administrative Committee’s
determination to apply the forfeiture. The arbitration shall be governed by the provisions of
Section 7.6(e) below.







27









 








     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to
be made to a Participant, the Administrative Committee finds, after full consideration of the facts
presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged
in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the
Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously
vested under any portion of this Plan; provided, however, that this Section 7.4 shall not apply to
any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change
of Control Period. A forfeiture shall occur if, at any time after his termination of employment
from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or
his Beneficiaries under this Plan, and without written consent of Sysco’s Chief Executive Officer
or General Counsel, the Participant:



          (a) either directly or indirectly owns, operates, manages, controls, or participates in the
ownership, management, operation, or control of, or is employed by, or is paid as a consultant or
other independent contractor by, a business which competes with any aspect of the business of Sysco
or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s
business is defined as of the date of Participant’s termination of employment) in a trade area
served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented
Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten
(10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;




          (b) either directly or indirectly owns, operates, manages, controls, or participates in the
ownership, management, operation, or control of, or is employed by, or is paid as a consultant or
other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was
formerly employed and with whom the Participant dealt, either directly or indirectly through the
supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and
the Participant continues to be so engaged ten (10) days after written notice has been given to him
by or on behalf of Sysco or the Subsidiary;




          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly markets, solicits or sells to any actual or prospective customer
of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt,
either directly or indirectly through the supervision of others, on behalf of Sysco or the
Subsidiary by which he was formerly employed;




          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a
Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly
or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he
was formerly employed;




          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a
consulting relationship with any employee of Sysco or any Subsidiary;







28









 








          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed,
within ten (10) days of any request issued to the Participant, any and all trade secrets or
confidential information or any portion thereof and all materials relating thereto in his
possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse
engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any
means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any
portion thereof or any materials relating thereto; or




          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or
business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the
Participant fails to retract such comments or accusations within sixty (60) days after written
notice demanding such retraction has been provided to him by or on behalf of Sysco or the
Subsidiary.




     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute
Payments. If any payment or benefit received or to be received by a Participant in connection
with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations
thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole
or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result
in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the
benefits payable under the Program, and/or any Supplemental Plan(s), as applicable, shall first be
reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the
Code (and/or not subject to the excise tax under Section 4999 of the Code) or the benefits payable
under the Program, or any Supplemental Plan(s), as applicable, are reduced to zero. If a
Participant is entitled to a benefit under more than one (1) of the plans referred to in the
previous sentence, then the reduction shall be applied first to the plan (or plans) in which the
Participant is not then actively participating as of the date of the change of control in the order
determined by the Administrative Committee in its sole discretion. If any further reduction is
necessary, the benefits payable under this Plan shall be reduced as provided herein, and then, if
necessary, the benefits payable under the EDCP shall be reduced under the terms of that plan. The
reduction in benefits payable under this Plan, if any, shall be determined by reducing the Vested
Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction,
if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in
writing prior to the date of the payment of benefits under this Plan shall be taken into account,
(b) no portion of the Total Payments which tax counsel, selected by Sysco’s independent auditors
and reasonably acceptable to the Participant (“Tax Counsel”), determines not to constitute
a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into
account (including, without limitation, amounts not treated as a “parachute payment” as a result of
the application of Section 280G(b)(4)(A)), (c) no portion of the Total Payments which Tax Counsel,
determines to be reasonable compensation for services rendered within the meaning of Section
280G(b)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided
by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by Sysco’s independent auditors in
accordance with Sections 280G(d)(3) and
(4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the
Compensation Committee, may,



29









 




within its sole discretion and pursuant to an agreement approved by
the Compensation Committee, waive application of this Section 7.5, when it determines that specific
situations warrant such action.




     7.6 Claims Procedure. Any person who believes that he or she is being denied a
benefit to which he or she is entitled under the Plan (including the Program) (referred to
hereinafter as a “Claimant”) must file a written request for such benefit with the
Administrative Committee; provided, however, that any claim involving entitlement to, the amount of
or the method or timing of payment of a benefit affected by a Change of Control shall be governed
by mandatory arbitration under Section 7.6(e). Such written request must set forth the Claimant’s
claim and must be addressed to the Administrative Committee at the Company’s principal office.



          (a) Initial Claims Decision. The Administrative Committee shall generally provide
written notice to the Claimant of its decision within ninety (90) days (or forty-five (45) days for
a disability-based claim) after the claim is filed with the Administrative Committee; provided,
however, that the Administrative Committee may have up to an additional ninety (90) days (or up to
two (2) thirty (30) day periods for a disability-based claim), to decide the claim, if the
Administrative Committee determines that special circumstances require an extension of time to
decide the claim, and the Administrative Committee advises the Claimant in writing of the need for
an extension (including an explanation of the special circumstances requiring the extension) and
the date on which it expects to decide the claim.




          (b) Appeals. A Claimant may appeal the Administrative Committee’s decision by
submitting a written request for review to the Administrative Committee within sixty (60) days (or
180 days for a disability-based claim) after the earlier of receiving the denial notice or after
expiration of the initial review period. Such written request must be addressed to the
Administrative Committee at the Company’s principal office. In connection with such request, the
Claimant (and his or her authorized representative, if any) may review any pertinent documents upon
which the denial was based and may submit issues and comments in writing for consideration by the
Administrative Committee. If the Claimant’s request for review is not received within the earlier
of sixty (60) days (or 180 days for a disability-based claim) after receipt of the denial or after
expiration of the initial review period, the denial shall be final, and the Claimant shall be
barred and estopped from challenging the Administrative Committee’s determination.




          (c) Decision Following Appeal. The Administrative Committee shall generally make its
decision on the Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a
disability-based claim) following its receipt of the Claimant’s request for appeal; provided,
however, that the Administrative Committee may have up to an additional sixty (60) days (or
forty-five (45) days for a disability-based claim) to decide the claim, if the Administrative
Committee determines that special circumstances require an extension of time to decide the claim
and the Administrative Committee advises the Claimant in writing of the need for an extension
(including an explanation of the special circumstances requiring the extension) and the date on
which it expects to decide the claim. The Administrative Committee shall notify the Claimant of its
decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse.





30









 








          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Administrative
Committee shall be binding and conclusive upon all persons, and completion of the claims procedures
described in this Section 7.6 shall be a precondition to commencement of mandatory and binding
arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the
Administrative Committee may, in its sole discretion, waive the procedures described in Sections
7.6(a) through 7.6(c) as a precondition to mandatory and binding arbitration set forth in Section
7.6(e) below.




          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to this
Plan (including the Program), including, without limitation, any benefit allegedly due under this
Plan (including the Program) or that is the subject of any forfeiture decision under this Plan
(including the Program), shall be submitted to mandatory and binding arbitration before the
American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan
Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the
AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting
the Company and the Participant to strike one name each from a panel of three names obtained from
the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is
remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any,
that is needed to resolve the dispute after hearing the positions of each party regarding the need
for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve
any dispute without regard for any conflict of law principles, as each Participant acknowledges
that the Company is organized under the laws of the State of Delaware. The decision of the
arbitrator shall be final and binding on both parties.




     7.7 Compensation Committee Decisions. Notwithstanding anything in the Plan (including
the Program) to the contrary, any determination made or to be made with respect to the benefits or
rights of an Executive Officer under the Plan (including the Program) shall not be made by the
Administrative Committee but shall instead be made by the Compensation Committee, and each
provision of the Plan (including the Program) otherwise governing such a determination shall be
interpreted and construed to substitute the Compensation Committee for the Administrative Committee
in such provision.



31









 





ARTICLE VIII




ADMINISTRATION



     8.1 Administrative Committee Appointment. The Administrative Committee shall be
appointed by the Compensation Committee. Each Administrative Committee member shall serve until
his or her resignation or removal. The Compensation Committee shall have the sole discretion to
remove any one or more Administrative Committee members and appoint one or more replacement or
additional Administrative Committee members from time to time.



     8.2 Administrative Committee Organization and Voting. The organizational structure
and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of
the Administrative Committee.



     8.3 Powers of the Administrative Committee. Except as otherwise provided in Section
7.7, the Administrative Committee shall have the exclusive responsibility for the general
administration of this Plan (including the Program) according to the terms and provisions of this
Plan (including the Program) and shall have all powers necessary to accomplish those purposes,
including but not by way of limitation the right, power and authority:



          (a) to make rules and regulations for the administration of this Plan (including the Program);




          (b) to construe all terms, provisions, conditions and limitations of this Plan (including the
Program);




          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear
in this Plan (including the Program) in the manner and to the extent it deems expedient to carry
this Plan (including the Program) into effect for the greatest benefit of all parties at interest;




          (d) subject to Section 7.3(c), to resolve all controversies relating to the administration of
this Plan (including the Program), including but not limited to:




               (i) differences of opinion arising between the Company and a Participant in accordance with
Sections 7.6(a) through 7.6(c), except when the difference of opinion relates to the entitlement
to, the amount of or the method or timing of payment of a benefit affected by a Change of Control,
in which event, such difference of opinion shall be decided by mandatory and binding arbitration
under Section 7.6(e); and



               (ii) any question it deems advisable to determine in order to promote the uniform
administration of this Plan (including the Program) for the benefit of all parties at interest; and



32









 





          (e) to delegate by written notice any plan administration duties of the Administrative
Committee to such individual members of the Administrative Committee, individual employees of the
Company, or groups of employees of the Company, as the Administrative Committee determines to be
necessary or advisable to properly administer the Plan (including the Program).




     8.4 Committee Discretion. Except as otherwise provided in Section 7.7 of this Plan
(including the Program) and unless otherwise reserved to the Compensation Committee herein, the
Administrative Committee has the sole power and authority to administer this Plan (including the
Program), and any decision made by, or action taken by, the Administrative Committee (or, as
applicable, the Compensation Committee) in good faith shall be final and binding on all parties,
subject to the provisions of Sections 7.6(a) through 7.6(c). Notwithstanding the foregoing,
Administrative Committee (or, as applicable, Compensation Committee) decisions or actions during a
Change of Control Period are subject to mandatory and binding arbitration pursuant to Section
7.6(e).



     8.5 Reimbursement of Expenses. The Administrative Committee shall serve without
compensation for their services but shall be reimbursed by Sysco for all expenses properly and
actually incurred in the performance of their duties under this Plan (including the Program).



     8.6 Indemnification. To the extent permitted by law, members of the Board of
Directors, members of the Compensation Committee, members of the Administrative Committee,
employees of the Company, and all agents and representatives of the Company shall be indemnified by
the Company, and saved harmless against any claims resulting from any action or conduct relating to
the administration of the Plan (including the Program), except claims arising from gross
negligence, willful neglect or willful misconduct.



33









 





ARTICLE IX




ADOPTION BY SUBSIDIARIES



     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of
the Administrative Committee, adopt this Plan by appropriate action of its board of directors. The
terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its
Participants in the same manner as is expressly provided for Sysco and its Participants except that
the powers of the Board of Directors, the Compensation Committee and the Administrative Committee
under this Plan (including the Program) shall be exercised by the Board of Directors of Sysco,
Compensation Committee of the Board of Directors of Sysco or the Administrative Committee of Sysco,
as applicable. Sysco and each Subsidiary adopting this Plan shall bear the cost of providing Plan
benefits for its own Participants. Sysco shall initially pay the costs of the Plan each Plan Year.
However, each adopting Subsidiary shall then be billed back for the actuarially determined costs
pertaining to it in accordance with the appropriate Financial Accounting Standards Board
pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to
its Participants shall be the sole obligation of the Company that is employing the Participant and
shall not bind any other Company.



     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this
Plan may, by appropriate action of its board of directors, terminate its participation in this
Plan. The Administrative Committee may, in its discretion, also terminate a Subsidiary’s
participation in this Plan at any time. The termination of the participation in this Plan by a
Subsidiary shall not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to benefits previously accrued by the Participant under this Plan without his
consent.



34









 





ARTICLE X




AMENDMENT AND/OR TERMINATION



     10.1 Amendment or Termination of the Plan. Except as otherwise provided in this
Section 10.1, the Compensation Committee may amend or terminate this Plan (including the Program)
at any time by an instrument in writing without the consent of any adopting Company.
Notwithstanding the foregoing, in no event shall this Plan (including the Program) be terminated
during the two (2) year period following a Change of Control.



     10.2 No Retroactive Effect on Awarded Benefits.



          (a) General Rule. Absent a Participant’s prior consent, no amendment shall affect the
rights of such Participant to his Vested Accrued Benefit as of the date of such amendment
(“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any
provision relating to a Change of Control after a Change of Control has occurred.




          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a
Participant’s Minimum Vested Accrued Benefit as of the date of an amendment:




               (i) The Determination Date for the elements in the benefit formulas under Section 4.3 shall be
the effective date of the amendment with the exception of the Vested Percentage and Benefit Limit,
both of which shall be determined as of the date of the distribution event.



               (ii) On and after the effective date of such amendment, for purposes of vesting under Article
III and the Early Payment Criteria under Section 4.5(b), a Participant shall continue to be awarded
(1) Vesting Service and age credit until such Participant’s termination of employment with Sysco
and its Subsidiaries and (2) years of MIP Participation until such Participant is no longer a MIP
participant.



          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this
Section 10.2, the Compensation Committee retains the right at any time (1) to change in any manner
or to discontinue the death benefit provided in Article VI, except for a period of four (4) years
after a Change of Control for those persons who at that time were covered by the death benefit, and
(2) to change in any manner the benefit under Article IV, provided such benefit is not less than
the minimum benefit under Section 10.2(b).




     10.3 Effect of Termination. Upon termination of the Plan, the following provisions
shall apply:



          (a) With respect to benefits that become payable as a result of a distribution event on or
after the effective date of the Plan’s termination, a Participant’s: (i) Ten-Year Final Average
Compensation shall be determined
as of the earlier of the Calculation Date as specified in Section 4.1(b) or the date of the
Plan’s termination, (ii) Benefit Service shall cease as of the earlier of the date specified in
Section 4.1(d) or the date of the Plan’s termination and (iii) Three-Year Final Average
Compensation under Article VI shall be determined as of the earlier of the date specified under
Section 6.2(a)(i) or the date of the Plan’s termination.




35









 








          (b) The Compensation Committee may, in its sole discretion, authorize distributions to
Participants as a result of the Plan’s termination, provided that:




               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated
with this Plan (which may include the Program) under Section 1.409A-1(c) of the Treasury
Regulations (or any corresponding provision of succeeding law) if the Participant participated in
such arrangements are terminated;



               (ii) No distributions other than distributions that would be payable under the terms of this
Plan if the termination had not occurred are made within twelve (12) months of the termination of
this Plan;



               (iii) All distributions of benefits to be provided hereunder are paid within twenty-four (24)
months of the termination of this Plan; and



               (iv) The Company does not adopt a new deferred compensation arrangement at any time within
three (3) years following the date of the termination of the Plan that would be aggregated with
this Plan under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of
succeeding law) if the Participant participated in this Plan and the new arrangement.



          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b), on and after the effective
date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to
the Plan’s termination, (ii) all retirement benefits accrued prior to the date of termination shall
be payable only under the conditions, at the time, and in the form then provided in this Plan,
(iii) no Participant shall be entitled to Plan benefits solely as a result of the Plan’s
termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions
of Sections 7.3 and 7.4, and the restrictions set forth in Section 7.5 shall continue in effect.




36









 








ARTICLE XI




FUNDING



     11.1 Payments Under This Plan are the Obligation of the Company. The Company last
employing a Participant shall pay the benefits due the Participants under this Plan (including the
Program); however, should it fail to do so when a benefit is due, then, except as provided in
Section 11.5 the benefit shall be paid by the trustee of that certain trust agreement by and
between the Company and JPMorgan Chase Bank, with respect to the funding of this Plan (including
the Program). In any event, if the trust fails to pay for any reason, the Company still remains
liable for the payment of all benefits provided by this Plan (including the Program).



     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust.
It is specifically recognized by both the Company and the Participants that the Company may, but is
not required to, purchase life insurance so as to accumulate assets to fund the obligations of the
Company under this Plan (including the Program), and that the Company may, but is not required to
contribute any policy or policies it may purchase and any amount it finds desirable to a trust
established to accumulate assets sufficient to fund the obligations of all of the Companies under
this Plan (including the Program). However, under all circumstances, the Participants shall have
no rights to any of those policies; and, likewise, under all circumstances, the rights of the
Participants to the assets held in the trust shall be no greater than the rights expressed in this
Plan (including the Program) and the trust agreement. Nothing contained in the trust agreement
which creates the funding trust shall constitute a guarantee by any Company that assets of the
Company transferred to the trust shall be sufficient to pay any benefits under this Plan (including
the Program) or would place the Participant in a secured position ahead of general creditors should
the Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s
obligations under this Plan (including the Program) must specifically set out these principles so
it is clear in that trust agreement that the Participants in this Plan (including the Program) are
only unsecured general creditors of the Company in relation to their benefits under this Plan
(including the Program).



     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary,
who last performed the annual actuarial valuation of the Pension Plan, to determine the present
value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether
it is or not), as of the end of this Plan (including the Program) Year coincident with or last
preceding the request, of all Participants and Beneficiaries of deceased Participants for which all
Companies are or will be obligated to make payments under this Plan (including the Program). If
the fair market value of the assets held in the trust, as determined by the Trustee as of that same
date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under
this Plan (including the Program) by 25%, any Company may direct the trustee to return to such
Company its proportionate part of the assets which are in excess of 125% of the Vested Accrued
Benefits under this Plan (including the Program). Each Company’s share of the excess assets shall
be the
Participants’ present value of the Vested Accrued Benefit earned while in the employ of that
Company as compared to the total of the present value of the Vested Accrued Benefits earned by all
Participants under this Plan (including the Program) times the excess assets. For this purpose, the



37









 




present value of the Vested Accrued Benefits under this Plan (including the Program) shall be
calculated using the data for the preceding Plan Year brought forward using the assumptions used to
determine the actuarially determined costs according to the appropriate Financial Accounting
Standards Board pronouncements. If there has been a Change of Control, to determine excess assets,
all contributions made prior to the Change of Control shall be subtracted from the fair market
value of the assets held in the trust as of the determination date but before the determination is
made.




     11.4 Participants Must Rely Only on General Credit of the Company. The Company and
the Participants recognize that this Plan (including the Program) is only a general corporate
commitment, and that each Participant is merely an unsecured general creditor of the Company with
respect to any of the Company’s obligations under this Plan (including the Program), even if the
Company, pursuant to Section 11.1, establishes a rabbi trust to fund all or a part of its
obligations under this Plan (including the Program).



     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is
Prohibited. No Company employing a Participant whose income is subject to the Canadian tax
laws shall be permitted to fund its obligation to that person through any rabbi trust, fund,
sinking fund, or other financial vehicle even though under applicable law the assets held to fund
the obligation are still subject to the general creditors of the Company.



38









 





ARTICLE XII




MISCELLANEOUS



     12.1 Responsibility for Distributions and Withholding of Taxes. The Administrative
Committee shall furnish information, to the Company last employing the Participant, concerning the
amount and form of distribution to any Participant entitled to a distribution so that the Company
may make or cause the Rabbi Trust to make the distribution required. The Administrative Committee
shall also calculate the deductions from the amount of the benefit paid under this Plan (including
the Program) for any taxes required to be withheld by federal, state, local, or foreign government
and shall cause them to be withheld.



     12.2 Limitation of Rights. Nothing in this Plan (including the Program) shall be
construed:



          (a) to give a Participant any right with respect to any benefit except in accordance with the
terms of this Plan (including the Program);




          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s
employment;




          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a
Subsidiary shall employ a Participant in any particular position or for any particular
remuneration; or




          (d) to give a Participant or any other person claiming through him any interest or right under
this Plan (including the Program) other than that of any unsecured general creditor of the Company.




     12.3 Benefits Dependent upon Compliance with Certain Covenants. The benefits
provided to a Participant under this Plan by the Company are dependent upon the Participant’s full
compliance with the covenants set forth in Section 7.4.



     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent
or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative
Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the
minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor
or incompetent in any manner the Administrative Committee determines in its sole discretion.



     12.5 Nonalienation of Benefits. No right or benefit provided under this Plan
(including the Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge,
encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided
in this Plan (including the Program). If any Participant or any Beneficiary becomes bankrupt or
attempts
to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under
this Plan (including the Program), that right or benefit shall, in the discretion of the
Administrative Committee, be forfeited. In that event, the Administrative Committee may have the
Company hold or apply the right or benefit or any part of it to the benefit of the Participant or
Beneficiary, his or her spouse,



39









 




children or other dependents or any of them in any manner and in
any proportion the Administrative Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.




     12.6 Reliance upon Information. The Administrative Committee shall not be liable for
any decision or action taken in good faith in connection with the administration of this Plan
(including the Program). Without limiting the generality of the foregoing, any decision or action
taken by the Administrative Committee when it relies upon information supplied it by any officer of
the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent
accountants or other advisors in connection with the administration of this Plan (including the
Program) shall be deemed to have been taken in good faith.



     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise.
No benefit which has accrued to any Participant who has died, retired, become disabled or separated
or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or
subject to any adjustment provided in that amendment unless the amendment specifically provides
that it shall apply to those persons and it does not have the effect of reducing those persons
Vested Accrued Benefit as then fixed without their consent.



     12.8 Severability. If any term, provision, covenant or condition of this Plan
(including the Program) is held to be invalid, void or otherwise unenforceable, the rest of this
Plan (including the Program) shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated.



     12.9 Notice. Any notice or filing required or permitted to be given to the
Administrative Committee or a Participant shall be sufficient if in writing and hand delivered or
sent by U.S. mail to the principal office of the Company or to the residential mailing address of
the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery
is by mail, as of the date shown on the postmark.



     12.10 Gender and Number. If the context requires it, words of one gender when used in
this Plan (including the Program) shall include the other genders, and words used in the singular
or plural shall include the other.



     12.11 Governing Law. This Plan (including the Program) shall be construed,
administered and governed in all respects by the laws of the State of Delaware. Consistent with
Section 7.6(e), the Participant and the Company agree that subject to the provisions of Sections
7.6(a) through 7.6(c), the sole and exclusive jurisdiction for any dispute under this Plan
(including the Program)
shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby
waive any jurisdictional or venue-related defense to conducting arbitration at this location.



     12.12 Effective Date. The Supplemental Executive Retirement Plan was originally
effective as of July 3, 1988. This Tenth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan is effective as of August 27, 2010.



40









 





     12.13 Compliance with Section 409A. This Plan (including the Program) is intended to
comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall
be interpreted, to the extent possible, in a manner that complies with Section 409A.



41









 





     IN WITNESS WHEREOF, Sysco has executed this document on this September 17, 2010.



	 	 	 	 	 
	 	SYSCO CORPORATION

 	 
	 	By:  	/s/ Michael C. Nichols
 	 
	 	 	Name:  	Michael C. Nichols 	 
	 	 	Title:  	Sr. Vice President, General Counsel and

Corporate Secretary 	 
	 








42









 








EXHIBIT A

TO THE NINTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




SUPPLEMENTAL PLANS


Non-qualified defined benefit plans, other than the Program, subject to offset under Section
4.1(g)




None



Non-qualified defined contribution plans subject to offset under Section 4.1(h)




Sysco Corporation Canadian Executive Capital Accumulation Plan






43









 








EXHIBIT B

TO THE NINTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




DEATH BENEFIT ADJUSTMENTS


1. Non-Qualified Defined Contribution Plans Listed on Exhibit A. The following adjustments
shall be made to the death benefits payable under this Plan, in the event the Participant is
participating in one or more non-qualified defined contribution plans listed on Exhibit A
of the Plan:





     (a) Adjustment to Death Benefit Payable under Section 6.2. The death benefit payable
to a Participant’s Beneficiary pursuant to Section 6.2 shall be reduced in recognition of the death
benefit payable from the applicable non-qualified defined contribution plan(s). The amount of the
reduction shall equal the annual benefit payable for ten (10) years certain that could be provided
on an Actuarially Equivalent basis by the account balance payable as a death benefit under the
applicable non-qualified defined contribution plan(s).



     (b) Adjustment to Death Benefit Payable under Section 6.3. If the applicable death
benefit under Section 6.3 is based on the value determined under Section 6.3(a)(i)(A) or
6.3(a)(ii)(A), the death benefit payable to a Participant’s Beneficiary under this Plan shall be
reduced in recognition of the death benefit payable from the applicable non-qualified defined
contribution plan(s). The amount of the reduction shall equal the monthly benefit payable for ten
years certain and life thereafter that could be provided on an Actuarially Equivalent basis by the
account balance payable as a death benefit under the applicable non-qualified defined contribution
plan(s).




44











 





APPENDIX I







 









 








SECOND AMENDED AND RESTATED




SYSCO CORPORATION



MIP RETIREMENT PROGRAM



Effective August 27, 2010





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 
	ARTICLE I	 	DEFINITIONS
	 	 	2	 
	 
	ARTICLE II	 	ELIGIBILITY & CONTINUED PARTICIPATION
	 	 	9	 
	 	2.1	 	 	Initial Eligibility
	 	 	9	 
	 	2.2	 	 	Frozen Participation
	 	 	9	 
	 	2.3	 	 	Continued Participation Following Transfer to the Plan
	 	 	9	 
	 	2.4	 	 	Benefits upon Re-Employment
	 	 	9	 
	 
	ARTICLE III	 	VESTING
	 	 	10	 
	 	3.1	 	 	Vesting
	 	 	10	 
	 	3.2	 	 	Compensation Committee Discretion
	 	 	10	 
	 
	ARTICLE IV	 	ACCRUED BENEFIT & RETIREMENT BENEFIT
	 	 	11	 
	 	4.1	 	 	Definitions
	 	 	11	 
	 	4.2	 	 	Accrued Benefit
	 	 	13	 
	 	4.3	 	 	Vested Accrued Benefit
	 	 	13	 
	 	4.4	 	 	Retirement Benefit
	 	 	13	 
	 	4.5	 	 	Form of Payment
	 	 	13	 
	 	4.6	 	 	Administrative Delay
	 	 	13	 
	 	4.7	 	 	Delay of Payments under Section 409A of the Code
	 	 	13	 
	 
	ARTICLE V	 	FROZEN PARTICIPATION
	 	 	15	 
	 	5.1	 	 	In General
	 	 	15	 
	 	5.2	 	 	Frozen Participation
	 	 	15	 
	 	5.3	 	 	Frozen Participation Deemed Active Participation
	 	 	15	 
	 
	ARTICLE VI	 	DEATH BENEFIT
	 	 	16	 
	 	6.1	 	 	Definitions
	 	 	16	 
	 	6.2	 	 	Death of Active Participant Prior to Age 55
	 	 	16	 
	 	6.3	 	 	Death of Active Participant after Age 55
	 	 	17	 
	 	6.4	 	 	Death after a Change of Control that Occurs while an Active Participant
	 	 	18	 
	 	6.5	 	 	Death of Frozen Participant
	 	 	18	 
	 	6.6	 	 	Death of Vested Terminated Participant
	 	 	18	 
	 	6.7	 	 	Death of Retired Participant before or after Commencement of Benefits
	 	 	19	 
	 	6.8	 	 	Administrative Delay
	 	 	20	 
	 	6.9	 	 	Beneficiary Designation for Ten (10) Year Certain Period
	 	 	20	 
	 
	ARTICLE VII	 	PROVISIONS RELATING TO ALL BENEFITS
	 	 	22	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Effect of this Article
	 	 	22	 
	 	7.2	 	 	Termination of Employment
	 	 	22	 
	 	7.3	 	 	Forfeiture for Cause
	 	 	22	 
	 	7.4	 	 	Forfeiture for Competition
	 	 	23	 
	 	7.5	 	 	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments
	 	 	24	 
	 	7.6	 	 	Claims Procedure
	 	 	25	 
	 	7.7	 	 	Compensation Committee Decisions
	 	 	26	 
	 
	ARTICLE VIII	 	ADMINISTRATION
	 	 	27	 
	 	8.1	 	 	Administrative Committee Appointment
	 	 	27	 
	 	8.2	 	 	Administrative Committee Organization and Voting
	 	 	27	 
	 	8.3	 	 	Powers of the Administrative Committee
	 	 	27	 
	 	8.4	 	 	Administrative Committee Discretion
	 	 	28	 
	 	8.5	 	 	Reimbursement of Expenses
	 	 	28	 
	 	8.6	 	 	Indemnification
	 	 	28	 
	 
	ARTICLE IX	 	ADOPTION BY SUBSIDIARIES
	 	 	29	 
	 	9.1	 	 	Procedure for and Status after Adoption
	 	 	29	 
	 	9.2	 	 	Termination of Participation by Adopting Subsidiary
	 	 	29	 
	 
	ARTICLE X	 	AMENDMENT AND/OR TERMINATION
	 	 	30	 
	 	10.1	 	 	Amendment or Termination of this Program
	 	 	30	 
	 	10.2	 	 	No Retroactive Effect on Awarded Benefits
	 	 	30	 
	 	10.3	 	 	Effect of Termination
	 	 	30	 
	 
	ARTICLE XI	 	FUNDING
	 	 	32	 
	 	11.1	 	 	Payments Under This Plan are the Obligation of the Company
	 	 	32	 
	 	11.2	 	 	Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust
	 	 	32	 
	 	11.3	 	 	Reversion of Excess Assets
	 	 	32	 
	 	11.4	 	 	Participants Must Rely Only on General Credit of the Company
	 	 	33	 
	 	11.5	 	 	Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited
	 	 	33	 
	 
	ARTICLE XII	 	MISCELLANEOUS
	 	 	34	 
	 	12.1	 	 	Responsibility for Distributions and Withholding of Taxes
	 	 	34	 
	 	12.2	 	 	Limitation of Rights
	 	 	34	 
	 	12.3	 	 	Benefits Dependent Upon Compliance with Certain Covenants
	 	 	34	 
	 	12.4	 	 	Distributions to Incompetents or Minors
	 	 	34	 
	 	12.5	 	 	Nonalienation of Benefits
	 	 	34	 
	 	12.6	 	 	Reliance upon Information
	 	 	35	 
	 	12.7	 	 	Amendment Applicable to Active Participants Only Unless it Provides Otherwise
	 	 	35	 
	 	12.8	 	 	Severability
	 	 	35	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	 	 	 	 
	 	 	 	 
	 	12.9	 	 	Notice
	 	 	35	 
	 	12.10	 	 	Gender and Number
	 	 	35	 
	 	12.11	 	 	Governing Law
	 	 	35	 
	 	12.12	 	 	Effective Date
	 	 	35	 
	 	12.13	 	 	Compliance with Section 409A
	 	 	36	 







iii











 





SECOND AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM




     WHEREAS, Sysco Corporation (“Sysco”) sponsors and maintains the Supplemental Executive
Retirement Plan (the “SERP”) to provide certain highly compensated management personnel a
supplement to their retirement pay so as to retain their loyalty and to offer a further incentive
to them to maintain and increase their standard of performance;



     WHEREAS, effective as of June 27, 2009, Sysco’s Board of Directors (the “Board of
Directors”) amended and restated the SERP to, among other things, adopt the First Amended and
Restated Sysco Corporation MIP Retirement Program (the “Current Program”), which is
attached as Appendix I to the Ninth Amended and Restated Sysco Corporation Supplemental Executive
Retirement Plan (the “Current Plan”);



     WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the
Compensation Committee of the Board of Directors (the “Compensation Committee”) or their
designees may amend the Current Plan (including the Current Program) by an instrument in writing;



     WHEREAS, the Board of Directors has determined that it is in the best interests of Sysco and
its stockholders to amend and restate the Current Program to incorporate such changes as are
necessary to (i) address certain changes in the roles and responsibilities of the Board of
Directors, the Compensation Committee and the Administrative Committee (as defined herein) with
respect to, among other things, establishing, monitoring, supervising, maintaining, amending and
terminating the employer welfare and benefit plans that are sponsored by Sysco; and (ii) make
certain changes to ease administration of the Program.



          NOW, THEREFORE, Sysco hereby adopts this Second Amended and Restated Sysco Corporation MIP
Retirement Program, effective as of August 27, 2010, as follows:







1









 








ARTICLE I




DEFINITIONS



     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a
defined contribution plan qualified under Section 401(a) of the Code, any U.S. tax-qualified
defined contribution plan successor thereto and any other such plan sponsored by Sysco or a
Subsidiary.



     1.2 Accrued Benefit. “Accrued Benefit” shall have the meaning set forth in Section 4.2
of this Program.



     1.3 Active Participant. “Active Participant” means a Participant in the employ of the
Company who is not a Frozen Participant.



     1.4 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be
determined on the basis of the mortality and interest rate assumptions used in computing annuity
benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such
determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm
chosen by the Administrative Committee. Such actuarial firm shall select such actuarial
assumptions as would be appropriate for the Pension Plan if the Pension Plan had remained in
existence with its last participant census. “Actuarially Equivalent” means equality in value of
the aggregate amounts expected to be received under different forms of payment based on the
mortality and interest rate assumptions specified for purposes of Actuarial Equivalence.



     1.5 Administrative Committee. “Administrative Committee” means the committee
administering the Plan (including this Program).



     1.6 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially
owns, directly or indirectly, at least 50% of the total voting power of the interests of such
entity and at least 50% of the total value of the interests of such entity.



     1.7 Annual Compensation Limit. “Annual Compensation Limit” shall have the meaning set
forth in Section 4.1(a) of this Program.



     1.8 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a
ten (10) year certain period. Except as provided in Section 4.5 of this Program, a Participant’s
Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity.



     1.9 Beneficiary. “Beneficiary” means a person or entity designated by the Participant
under the terms of this Program to receive any amounts distributed under this Program upon the
death of the Participant.



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     1.10 Benefit Commencement Date. “Benefit Commencement Date” means the first date the
Participant’s benefits are payable under Section 4.1(d) of this Program, without regard to any
delay under either Section 4.6 or Section 4.7 of this Program.



     1.11 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.



     1.12 Change of Control. “Change of Control” means the occurrence of one or more of
the following events:



          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Act) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the
then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or
(ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote
generally in the election of directors (the “Outstanding Sysco Voting Securities”);
provided, however, that the following acquisitions shall not constitute a Change of Control: (1)
any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4)
any acquisition by any corporation pursuant to a transaction that complies with Sections (c)(i),
(c)(ii) and (c)(iii), below;




          (b) Individuals who, as of July 1, 2010, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director subsequent to July 1, 2010 whose
election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;




          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition
of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of
another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each
case unless, following such Business Combination, (i) all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the
Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such transaction,
owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to such
Business






3









 







Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities,
as the case may be, (ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then-outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the Business Combination,
and (iii) at least a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board of Directors providing for such Business
Combination; or




          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.




     1.13 Change of Control Period. “Change of Control Period” shall have the meaning set
forth in Section 7.3(d) of this Program.



     1.14 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to
time.



     1.15 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating
Subsidiary.



     1.16 Compensation. “Compensation” shall have the meaning set forth in Section 4.1(b)
of this Program.



     1.17 Compensation Committee. “Compensation Committee” means the Compensation
Committee of the Board of Directors.



     1.18 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have
the meaning set forth in Section 6.1(a) of this Program.



     1.19 Deferred Retirement Benefit. “Deferred Retirement Benefit” shall have the
meaning set forth in Section 4.1(c) of this Program.



     1.20 Determination Date. “Determination Date” means the date as of which a
Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a
Participant’s Retirement Benefit under Article IV of this Program shall be the date of the
Participant’s Retirement or Vested Separation from Sysco and its Subsidiaries.



     1.21 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan,
as it may be amended from time to time, and any successor plan thereto.



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     1.22 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in
Section 4.1(c) of this Program.



     1.23 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



     1.24 Executive Officer. “Executive Officer” means each of Sysco’s Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice Presidents,
Senior Vice Presidents or any other officers designated as “officers” for purposes of Section 16 of
the Securities Act.



     1.25 For Cause Event. “For Cause Event” shall have the meaning set forth in Section
7.3(a) of this Program.



     1.26 Frozen Participant. “Frozen Participant” shall have the meaning set forth in
Section 2.2 of this Program.



     1.27 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and
two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial
Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and
his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to
two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above,
during the ten (10) year certain period, there shall be no reduction in the amount of such payment
regardless of the death of either or both the Participant and his spouse.



     1.28 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the
Sysco Corporation 2005 Management Incentive Plan, as amended and restated, and the Sysco
Corporation 2009 Management Incentive Plan, as each may be amended from time to time, and any
successor plans thereto.



     1.29 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the
meaning set forth in Section 10.2(a) of this Program.



     1.30 MIP Bonus. “MIP Bonus” means all or a portion of the bonus payable to the
Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), or any
amounts payable to the Participant as a substitute for or in lieu of such Participant’s MIP bonus
for a fiscal year (but excluding any amounts paid as a substitute for or in lieu of such MIP bonus
pursuant to a severance agreement or other arrangement providing for post-termination benefits,
unless otherwise determined by the Compensation Committee).



     1.31 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary
that has not adopted this Program pursuant to Article IX of this Program.



     1.32 Normal Retirement Date. “Normal Retirement Date” shall have the meaning set
forth in Section 4.1(e) of this Program.



5









 





     1.33 Participant. “Participant” means an employee of a Company who is eligible for
and is participating in this Program and any other current or former employee of Sysco and its
Subsidiaries who is entitled to a benefit under this Program. Unless otherwise specified herein,
references to a Participant or Participants shall include both Active Participants and Frozen
Participants.



     1.34 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a
defined benefit plan qualified under Section 401(a) of the Code, and any U.S. tax-qualified defined
benefit pension plan successor thereto.



     1.35 Plan. “Plan” means the Ninth Amended and Restated Sysco Corporation Supplemental
Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified
herein, references herein to the Plan shall refer to the Supplemental Executive Retirement Plan
only and not this Program.



     1.36 Plan Year. “Plan Year” means the period that coincides with the fiscal year of
Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday
closest to June 30th of each calendar year.



     1.37 Program. “Program” means this Second Amended and Restated Sysco Corporation MIP
Retirement Program, which constitutes Appendix I to the Tenth Amended and Restated Sysco
Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.



     1.38 Retired Participant. “Retired Participant” shall have the meaning set forth in
Section 6.1(b) of this Program.



     1.39 Retirement. “Retirement” shall have the meaning set forth in Section 4.1(f) of
this Program.



     1.40 Retirement Benefit. “Retirement Benefit” shall have the meaning set forth in
Section 4.1(g) of this Program.



     1.41 Section 125 Cafeteria Plan. “Section 125 Cafeteria Plan” means the Sysco
Corporation Pretax Premium and Reimbursement Account Plan, a “cafeteria plan” qualified under
Section 125 of the Code, any successor plan thereto and any other such plan maintained by Sysco or
a Subsidiary.



     1.42 Section 409A. “Section 409A” means Section 409A of the Code and any guidance
promulgated thereunder.



     1.43 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as
amended from time to time.



     1.44 Separation from Service. “Separation from Service” means a “separation from
service” within the meaning of Section 409A. A Participant shall have experienced a “separation
from service” as a result of a



6









 




termination of employment if the level of bona fide services performed by the Participant for
Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the
average level of services performed by the Participant during the immediately preceding thirty-six
(36) month period, taking into account any periods of performance excluded by Section 409A.




     1.45 Specified Employee. “Specified Employee” means a “specified employee” as defined
in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a
“key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the
Code) of the Company. A Participant shall be treated as a key employee if he meets the
requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the
Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during
the twelve (12) month period ending on an Identification Date (as defined below). If a Participant
is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the
twelve (12) month period beginning on the first day of the fourth month following such
Identification Date. For purposes of any “Specified Employee” determination hereunder, the
“Identification Date” shall mean December 31. The Compensation Committee may in its discretion
amend the Plan to change the Identification Date, provided that any change to the Plan’s
Identification Date shall not take effect for at least twelve (12) months after the date of the
Plan amendment authorizing such change.



     1.46 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a
“controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code,
(b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the
Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco,
as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco
pursuant to Section 414(o) of the Code, and (e) any other organization or employment location
designated as a “Subsidiary” by resolution of the Board of Directors.



     1.47 Supplemental Plan(s). “Supplemental Plan(s)” means those non-qualified deferred
compensation arrangements sponsored by Sysco or any Subsidiary (or any company for which the
Participant worked that was acquired by Sysco or a Subsidiary) other than the Plan and approved by
the Compensation Committee or the Administrative Committee. All such plans shall be listed on
Exhibit A, attached hereto.



     1.48 Sysco. “Sysco” means Sysco Corporation, the sponsor of the Plan (including this
Program).



     1.49 Three-Year Final Average Compensation. “Three-Year Final Average Compensation”
shall have the meaning set forth in Section 6.1(c) of this Program.



     1.50 Total Payments. “Total Payments” means all payments or benefits received or to
be received by a Participant in connection with a “change of control” (within the meaning of
Section 280G of the Code) of Sysco under the terms of this Program, the Plan, and Supplemental
Plan(s) or the EDCP, and in connection with a change of control of Sysco under the terms of any
stock option plan or any other plan, arrangement or agreement with the



7









 




Company, its successors, any person whose actions result in a change of control or any person
affiliated with the Company or who as a result of the completion of transactions causing a change
of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken
collectively.




     1.51 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set
forth in Section 4.3 of this Program.



     1.52 Vested Percentage. “Vested Percentage” shall mean the Participant’s vested
percentage determined in accordance with Article III of this Program.



     1.53 Vested Separated Participant. “Vested Separated Participant” shall have the
meaning set forth in Section 6.1(d) of this Program.



     1.54 Vested Separation. “Vested Separation” shall have the meaning set forth in
Section 4.1(h) of this Program.



     1.55 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries
(including pre-acquisition service) for which a Participant is awarded “credited service” under the
Pension Plan for vesting purposes or would have been awarded credited service under the Pension
Plan for vesting purposes if the Participant were covered under the Pension Plan.



8









 





ARTICLE II




ELIGIBILITY & CONTINUED PARTICIPATION



     2.1 Initial Eligibility. Those individuals who first become MIP participants after
June 28, 2008, and who are not otherwise eligible to participate in the Plan, shall be eligible to
participate in this Program; provided however, that an otherwise eligible MIP participant shall not
participate in this Program if (a) the Subsidiary employing such Participant is a Non-Participating
Subsidiary; and/or (b) either the Compensation Committee, Sysco’s Chief Executive Officer or
Sysco’s Chief Operating Officer, in its/his sole discretion, otherwise excludes such MIP
participant from participating in this Program. If an otherwise eligible MIP participant was
excluded from participation in this Program by reason of clause (b), above, and subsequently
becomes a Participant in this Program by action of either the Compensation Committee, Sysco’s Chief
Executive Officer or Sysco’s Chief Operating Officer, the period over which such Participant shall
accrue benefits and the Participant’s Compensation (as defined in Section 4.1(a)) under this
Program for such period, shall be determined in the sole discretion of either the Compensation
Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer.



     2.2 Frozen Participation. An Active Participant shall have his participation frozen
(a “Frozen Participant”) as of the earliest of the date (i) he ceases to be a MIP
participant, (ii) he transfers from the Company to a Non-Participating Subsidiary; or (iii) unless
otherwise determined by the Administrative Committee, his income from Sysco or a Subsidiary becomes
subject to foreign tax laws. Article V of this Program sets forth special rules that apply to
Frozen Participants.



     2.3 Continued Participation Following Transfer to the Plan. If an Active Participant
subsequently becomes a participant in the Plan, such Participant shall continue to accrue benefits
subject to the terms of this Program.



     2.4 Benefits upon Re-Employment. If a Retired or Vested Separated Participant is
subsequently re-employed by Sysco or an Affiliate, the re-employed Participant’s status shall
remain that of a Retired or Vested Separated Participant for all purposes under this Program and
distributions to such Participant shall commence as provided under Section 4.4 without regard to
his re-employment or, in the case of a Retired or Vested Separated Participant who is receiving
distributions from this Program as of his re-employment date, such payments shall continue
unchanged during his period of re-employment. The re-employed Participant’s status shall remain
that of a Retired or Vested Separated Participant for all purposes under this Program and, except
as otherwise determined by the Compensation Committee, such Participant shall accrue no additional
benefits following re-employment.



9









 





ARTICLE III




VESTING



     3.1 Vesting. A Participant, while employed by Sysco or a Subsidiary, shall become
100% vested in his Accrued Benefit on the earliest to occur of:



          (a) the first date that the Participant is at least age fifty-five (55) and has at least ten
(10) years of Vesting Service;




          (b) the date that the Participant reaches age sixty-five (65); or




          (c) subject to Section 7.5 of this Program, upon a Change of Control.




     3.2 Compensation Committee Discretion. Notwithstanding Section 3.1 above, the
Compensation Committee, in its sole discretion, may grant a Participant vesting in his Accrued
Benefit at any percentage not to exceed 100%.



10









 





ARTICLE IV




ACCRUED BENEFIT & RETIREMENT BENEFIT



     4.1 Definitions. The following definitions are used in this Article IV:



          (a) Annual Compensation Limit. “Annual Compensation Limit” means the annual
compensation limit under Section 401(a)(17) of the Code and as described under Sections 1.06(d) and
(e) of the Pension Plan.




          (b) Compensation. “Compensation” means the following:





          (i) For a calendar year prior to the calendar year in which a Participant first becomes a MIP
participant, the Participant’s “eligible earnings,” as such term is defined in the Pension Plan
without regard to the Annual Compensation Limit.




          (ii) For a calendar year during which the Participant is, at any time, a MIP participant, the
sum of the Participant’s:




                    (A) base salary actually paid to the Participant during such calendar year, and including any
base salary deferred under any of the following: (x) the 401(k) Plan, (y) the Section 125 Cafeteria
Plan, and (z) the EDCP; and




                    (B) the MIP Bonus earned by the Participant with respect to the fiscal year of Sysco ending in
any such calendar year, without regard to whether or not such MIP Bonus was deferred under the
EDCP; provided, however, the amount of the MIP Bonus included as Compensation for any calendar year
shall not exceed 150% of the Participant’s rate of base salary in effect on the last day of the
fiscal year for which such MIP Bonus is payable.




          (iii) Notwithstanding the foregoing, Compensation shall be disregarded, as applicable,
for periods:




               (A) prior to July 2, 1989;




               (B) prior to the Participant’s first date of hire by Sysco or its Subsidiaries or, if later,
the date of acquisition by Sysco of a Subsidiary for which the Participant then worked;



11









 






               (C) during which a Participant is a Frozen Participant, except as provided in Section 5.3;




               (D) for which Vesting Service is forfeited under the Pension Plan following a period of
severance; and




               (E) in the case of an otherwise eligible MIP participant who was previously excluded from
participation in this Program by reason of Section 2.1(b) of this Program, during such periods as
either the Compensation Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating
Officer shall determine in its/his sole discretion.




               (F) unless otherwise determined by the Administrative Committee, during which a Participant’s
income from Sysco or a Subsidiary was subject to foreign tax laws. Notwithstanding the foregoing,
a Participant’s Compensation shall be excluded for periods during which his income from Sysco or a
Subsidiary was subject to Canadian tax laws.



          (c) Eligible Earnings. “Eligible Earnings” means the aggregate of the excess of a
Participant’s Compensation for each calendar year during the period such Participant is accruing
benefits under this Program over the Annual Compensation Limit with respect to each such calendar
year; provided, however, such Annual Compensation Limit shall be ignored for periods during which
the Participant did not accrue benefits under the Pension Plan and provided, further, the Annual
Compensation Limit shall be prorated for any short plan year under the Pension Plan.




          (d) Benefit Commencement Date. “Benefit Commencement Date” means the first day of the
month coinciding with or next following the date determined as follows: (i) if the Participant has
at least ten (10) years of Vesting Service as of the Participant’s actual Retirement or Vested
Separation date, the later of age fifty-five (55) or the Participant’s actual Retirement or Vested
Separation date; or (ii) the later of age sixty-five (65) or the Participant’s actual Retirement or
Vested Separation date. If a Participant’s Benefit Commencement Date is other than the first day
of the month coinciding with or next following the Participant’s actual Retirement or Vested
Separation date such Participant’s Retirement Benefit shall be referred to herein as a
“Deferred Retirement Benefit.”




          (e) Normal Retirement Date. “Normal Retirement Date” means the first day of the month
coincident with or next following the Participant’s sixty-fifth (65th) birthday or actual
Retirement date, whichever is later.




          (f) Retirement. “Retirement” means the Participant’s Separation from Service from
Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from
Service, the Participant is (i) at least age fifty-five (55) and has at least ten (10) years of
Vesting Service; or (ii) at least age sixty-five (65).







12









 








          (g) Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant,
at the time(s) and in the amount determined under this Article IV, as a result of a Participant’s
Retirement or Vested Separation.




          (h) Vested Separation. “Vested Separation” means the Participant’s Separation from
Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the
Participant’s Separation from Service the Participant has a Vested Accrued Benefit.




     4.2 Accrued Benefit. “Accrued Benefit” means, as of any Determination Date, a monthly
benefit payable as of the Participant’s Normal Retirement Date equal to (a) one and one-half
percent (1.5%) times the Participant’s Eligible Earnings, divided by (b) twelve (12).



     4.3 Vested Accrued Benefit. “Vested Accrued Benefit” means, as of any Determination
Date, the Participant’s Vested Percentage multiplied by his Accrued Benefit.



     4.4 Retirement Benefit. A Participant shall be entitled to his Vested Accrued Benefit
commencing on his Benefit Commencement Date; provided, however, the Vested Accrued Benefit will be
reduced by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths
of one percent (1%) for each of the next sixty (60) calendar months by which the Benefit
Commencement Date precedes the Participant’s Normal Retirement Date.



     4.5 Form of Payment. If, at the time a Participant first becomes eligible to
participate in this Program, the Participant is: (i) not married, the Retirement Benefit will be
paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of
a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity. Notwithstanding the
foregoing, at any time after a Participant’s Separation from Service but prior to the time any
annuity payment has been made to the Participant under this Program, the Administrative Committee
may change the form of payment of a Participant’s Retirement Benefit between an Annuity and a Joint
and Survivor Annuity based upon the marital status of such Participant as the date of such change,
and such change shall become immediately effective; provided that such change shall become
effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life
annuities” within the meaning of Section 409A.



     4.6 Administrative Delay. Except as required under Section 4.7, payment of the
Participant’s Retirement Benefit shall begin on the Benefit Commencement Date set forth in Section
4.5 or the first day of the month as soon as administratively practicable thereafter but in no
event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or
if later within two and one-half (21/2) months of the Benefit Commencement Date, unless an exception
under Section 409A applies.
The aggregate amount of any delayed payments, without interest, shall be paid to the
Participant on such delayed commencement date.



     4.7 Delay of Payments under Section 409A of the Code. Notwithstanding the above, the
distribution of a Retirement Benefit under Section 4.4 above to a Participant who is a Specified
Employee shall not commence



13









 




earlier than the date that is six (6) months after the date of such
Participant’s Retirement or Vested Separation if such earlier commencement would result in the
imposition of the excise tax under Section 409A. If distributions to a Participant are so delayed,
such distributions shall commence at the later of (a) the first day of the month coincident with or
next following the date that is six (6) months after the Participant’s Retirement or Vested
Separation; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions
are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments,
together with interest on such delayed payments (calculated using the interest rate used for
determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement
date.




14









 








ARTICLE V




FROZEN PARTICIPATION



     5.1 In General. This Article V provides special rules that apply to a Participant who
is a Frozen Participant. To the extent that this Article V or other provisions of this Program do
not otherwise specify, such Participant shall be treated as any other Participant to the extent
necessary to implement this Article V.



     5.2 Frozen Participation.



          (a) Vesting Service and Age Credit. During the period of time during which his
participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age
credit.




          (b) Eligible Earnings. Except as provided in Section 5.3 below, a Participant’s
Compensation during the period that such Participant is a Frozen Participant shall not be included
in the calculation of such Participant’s Eligible Earnings.




     5.3 Frozen Participation Deemed Active Participation. Except as otherwise provided in
this Section 5.3, for all purposes of this Program, a Frozen Participant shall be treated as if his
participation had never been frozen if: (a) he remains an employee of Sysco or its Subsidiaries
after his participation is frozen and subsequently becomes an Active Participant in this Program,
or (b) his participation is frozen after a Change of Control and he dies or is terminated from the
employ of Sysco or its Subsidiaries by the then management within four (4) years after that Change
of Control. Notwithstanding the foregoing, unless otherwise determined by the Administrative
Committee in its sole discretion, this Section 5.3 shall not apply to a Frozen Participant whose
participation was frozen by reason of his income from Sysco or a Subsidiary becoming subject to
foreign tax laws.



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ARTICLE VI




DEATH BENEFIT



     6.1 Definitions. The following definitions are used in this Article VI:



          (a) Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” for a Plan Year
shall mean the sum of (i) the annual rate of the Participant’s base salary as of his last day of
employment during the applicable Plan Year, and (ii) the cash bonus earned by the Participant under
the MIP, other than MIP Additional Bonuses (as defined in the MIP), with respect to such Plan Year,
without regard to whether or not such MIP bonus was deferred under the EDCP.




          (b) Retired Participant. “Retired Participant” means a Participant (i) whose Benefit
Commencement Date has occurred but who has not yet received his first benefit payment hereunder or
(ii) who is receiving benefit payments hereunder.




          (c) Three-Year Final Average Compensation. “Three-Year Final Average Compensation”
means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3)
Plan Years (excluding those Plan Years in which the Participant does not have any Death Benefit
Eligible Earnings) ending immediately before or coincident with the Participant’s date of death.
Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall
be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan
Year in which death occurs shall be disregarded if death occurs before the last business day of
such Plan Year. If the Participant does not have three (3) Plan Years of Death Benefit Eligible
Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual
average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before
or coincident with the Participant’s date of death. If all Plan Years have been excluded (i.e.
there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the
Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.




          (d) Vested Separated Participant. “Vested Separated Participant” means a Participant
who is entitled to a Deferred Retirement Benefit and whose Benefit Commencement Date has not
occurred.




     6.2 Death of Active Participant Prior to Age 55. Except as otherwise provided in this
Section 6.2, if an Active Participant dies prior to attaining age fifty-five (55), such
Participant’s spouse or other Beneficiary shall be entitled to receive an annual death benefit for
a period of ten (10) years with the first installment commencing on the first day of the month
coincident with or next following the Participant’s death. Each of the remaining nine (9)
installments shall be payable on the annual anniversary of the date of such first payment. The
amount of each installment of the annual death benefit shall equal twenty-five percent (25%) of the
Participant’s Three-Year Final Average Compensation. Notwithstanding the
foregoing, if an Active Participant also participates in one or more of the Plan and/or
Supplemental Plan(s), the Participant’s death benefit shall be adjusted as follows



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          (a) Participation in this Program and the Plan. If an Active Participant also
participates in the Plan at the time of his death, such Participant shall be entitled to the death
benefit provided under the Plan and not this Program.





          (b) Participation in this Program and a Supplemental Plan. If an Active Participant
also participates or participated in one or more of the Supplemental Plan(s), the death benefit
payable from this Program shall be reduced as provided on Exhibit B.



     6.3 Death of Active Participant after Age 55. If an Active Participant dies after
attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to
a monthly annuity payable for life with a ten (10) year certain period commencing on the first day
of the month coincident with or next following the Participant’s death. Such monthly annuity
shall be Actuarially Equivalent to the combined single-sum value of the death benefit under this
Program and the Plan, determined as follows:



          (a) Combined Value of Death Benefit under the Plan and this Program. The
combined single-sum value of the death benefit payable under this Program and the Plan
shall equal the greater of the Actuarially Equivalent single-sum value of:





               (i) the death benefit that would be payable under Section 6.2 of this Program if the age
condition did not apply, or




               (ii) the sum of (A) the Retirement Benefit that would have been payable under Section 4.4 of
this Program assuming the Participant had retired on his date of death (with applicable reductions
as provided under Section 4.4 of this Program even if the Participant was not eligible for
immediate commencement of a Retirement Benefit), and (B) in the case of an Active Participant who
also participates in the Plan, the retirement benefit under Section 6.3(a)(i)(B)(x) of the Plan or
the hypothetical immediate annuity under Section 6.3(a)(ii)(B)(x) of the Plan, as applicable.



          (b) Allocation of Death Benefit between Plan and this Program. If the Active
Participant also participates in the Plan at the time of his death and the resulting death benefit
equals the amount determined under Section 6.3(a)(i) above, the value of the death benefit under
Section 6.3(a)(i)(A) of the Plan shall be paid under the Plan and no additional death benefit shall
be paid under this Program. Otherwise, the value of the death benefit determined under Section
6.3(a)(ii)(A) of this Program shall be paid under this Program and the value of the death benefit
determined under Section 6.3(a)(ii)(B) of this Program shall be paid under the Plan.





          (c) Participation in this Program and a Supplemental Plan. If an Active Participant
also participates or participated in one or more of the Supplemental Plan(s), the death benefit
payable from this Program shall be reduced as provided on Exhibit B.



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     6.4 Death after a Change of Control that Occurs while an Active Participant. If a
Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an
Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years
following such Change of Control, a death benefit shall be payable to such Participant’s spouse or
other Beneficiary. The death benefit shall be determined under Section 6.2 or 6.3 of this Program,
as applicable, based on such Active or Vested Separated Participant’s age as of his date of death
and modified as follows:



          (a) Three-Year Final Average Compensation for purposes of Section 6.1(c) of this Program shall
be determined as of the Active Participant’s date of death or Vested Separated Participant’s
Retirement or Vested Separation date.




          (b) The Determination Date of the Participant’s Retirement Benefit under Article IV of this
Program for purposes of Section 6.3 of this Program shall be the Active Participant’s date of death
or Vested Separated Participant’s Retirement or Vested Separation date.




     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the employ of
Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s Beneficiary
shall not be entitled to a death benefit under this Program. If a Frozen Participant dies while in
the employ of Sysco or a Subsidiary on or after attaining age fifty-five (55) and such Frozen
Participant has a Vested Accrued Benefit, the Frozen Participant’s spouse or other Beneficiary
shall be entitled to a monthly annuity payable for life with a ten (10) year certain period
commencing on the first day of the month coincident with or next following the Frozen Participant’s
death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the
survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if
the Participant had begun receiving a hypothetical retirement benefit on his date of death. The
amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit
as of his date of death, reduced, for the period by which the first payment of the death benefit
precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the
first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60)
calendar months, adjusted, as applicable, to take into account the form of payment of such
Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the
amount of the survivor’s benefit under this Section 6.5, if a Participant’s Retirement Benefit was
to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a
Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s
“spouse” for purposes of conversion to a Joint and Survivor Annuity.



     6.6 Death of Vested Separated Participant. Upon the death of a Vested Separated
Participant who was not a Frozen Participant as of his Retirement date or Vested Separation date,
such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for
life with a ten (10) year certain period commencing on the first day of the month coincident with
or next following the Participant’s death. Subject to Section 6.4, such



18









 




monthly annuity shall be
Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been
payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a
hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement
benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested
Separation date, reduced, for the period by which the first payment of the death benefit precedes
the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty
(60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months
and actuarially thereafter (using the assumptions for Actuarial Equivalence) , adjusted, as
applicable, to take into account the form of payment of such Participant’s Retirement Benefit under
Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under
this Section 6.6, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and
Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his
Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a
Joint and Survivor Annuity.




     6.7 Death of Retired Participant before or after Commencement of Benefits. If a
Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at the
time of Retirement or (b) dies after benefit payments begin, any death benefit that may be payable
hereunder is a function of the form of payment applicable to such Retired Participant (“Joint
and Survivor Annuity” or “Annuity” as provided under Section 4.5 of this Program), as
described below:



          (a) Joint and Survivor Annuity.





               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the
Participant or his spouse (but not both) dies before the first benefit payment or during the ten
(10) year certain period following the Benefit Commencement Date, the benefit amount payable during
their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period
and then two-thirds (2/3rds) of that amount shall be paid to the survivor for life.




               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If
both the Participant and his spouse die before the first benefit payment or during the ten (10)
year certain period following the Benefit Commencement Date, the benefit amount payable during
their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10)
year certain period.




               (iii) Cessation of Benefits. No further benefits are payable after the later of (A)
the deaths of the Participant and his spouse or (B) the end of the ten (10) year certain period.




               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the
Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor
Annuity, even if the Participant is married to a different individual at the time of the
Participant’s death.



          (b) Annuity.




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               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies
before the first benefit payment or during the ten (10) year certain period following the Benefit
Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the
balance of the ten (10) year certain period.




               (ii) Cessation of Benefits. No further benefits are payable after the later of (a)
the death of the Participant or (b) the end of the ten (10) year certain period.



     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in
this Article VI or the first day of the month as soon as administratively practicable thereafter
but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any
such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary
on such delayed commencement date.



     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary
designation shall be effective upon receipt by the Administrative Committee of a properly executed
form which the Administrative Committee has approved for that purpose, and shall remain in force
until revoked or changed by the Participant. The Participant may, prior to the commencement of
benefits under the Plan, from time to time, revoke or change any designation of Beneficiary by
filing another approved Beneficiary designation form with the Administrative Committee.



          (a) Upon entering the Plan, each Participant shall file with the Administrative Committee a
designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3,
6.4, 6.5 and 6.6 of this Program shall be payable. Any Beneficiary designation by a married
Participant who designates any person or entity other than the Participant’s spouse shall be
ineffective unless the Participant’s spouse has indicated consent by completing and signing the
applicable spousal consent section of the approved Beneficiary designation form.




          (b) Upon Retirement or Vested Separation and prior to commencement of benefits under Article
IV of this Program, the Participant shall designate one or more Beneficiaries to receive the
remaining period certain payments, which designation shall be made and modified in accordance with
the procedures set forth in this Section 6.9. If the Participant does not designate one or more
Beneficiaries to receive the remaining period certain
payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the
Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a
Participant may not change the Beneficiaries designated by the Participant, including the
Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the
preceding sentences of this Section 6.9(b), in the case of a Joint and Survivor Annuity, a
Beneficiary designation shall have no effect unless (i) the Participant and the Participant’s
spouse both die during the ten (10) year certain period and (ii) if the Participant dies during the
ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased
the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving
the survivor benefit under the Joint and Survivor Annuity




20









 







may designate the Beneficiaries to
receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain
period.




          (c) If there is no valid Beneficiary designation on file with the Administrative Committee at
the time of the Participant’s death, or if all of the Beneficiaries designated in the last
Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise
ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the
Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be
deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the
date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the
case of an entity, otherwise ceases to exist, before receiving all payments due under this Article
VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the
Participant’s Beneficiary designation provides otherwise, be distributed to the deceased individual
Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse
survives the Participant, or otherwise to the Participant’s estate.





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ARTICLE VII




PROVISIONS RELATING TO ALL BENEFITS



     7.1 Effect of this Article. The provisions of this Article shall control over all
other provisions of the Plan (including this Program).



     7.2 Termination of Employment. A Participant’s termination of employment for any
reason prior to the Participant’s vesting under Article III of this Program shall cause the
Participant and all his Beneficiaries to forfeit all interests in and under this Program, other
than any death benefit payable to such Participant’s Beneficiaries under Article VI of this
Program.



     7.3 Forfeiture for Cause.



          (a) Forfeiture on Account of Discharge. If the Administrative Committee finds, after
full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former
Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii)
embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his
employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade
secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a
“For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his
Beneficiaries shall be forfeited.




          (b) Forfeiture after Commencement of Benefits. If the Administrative Committee finds,
after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former
Participant, that a former Participant who has begun receiving benefits under the Plan (including
this Program) engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even
though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event),
the former Participant’s and/or Beneficiaries’ remaining benefit payments under the Plan (including
this Program) shall be forfeited.




          (c) Administrative Committee Discretion. The decision of the Administrative Committee
as to the existence of a For Cause Event shall be final. No decision of the Administrative
Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary
in any manner.




          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures
created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant
who: (i) is discharged during the Plan (including this Program) Year in which a Change of Control
occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a
Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of
Control Period is determined by the Administrative Committee to have engaged in a For Cause Event,
unless an arbitrator selected to review the Administrative Committee’s findings agrees with the





22









 







Administrative Committee’s determination to apply the forfeiture. The arbitration shall be
governed by the provisions of Section 7.6(e) of this Program.




     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to
be made to a Participant, the Administrative Committee finds, after full consideration of the facts
presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged
in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the
Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously
vested under any portion of the Plan (including this Program); provided, however, that this Section
7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary
occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his
termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under the Plan (including this Program), and without
written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:



          (a) either directly or indirectly owns, operates, manages, controls, or participates in the
ownership, management, operation, or control of, or is employed by, or is paid as a consultant or
other independent contractor by, a business which competes with any aspect of the business of Sysco
or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s
business is defined as of the date of Participant’s termination of employment) in a trade area
served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented
Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten
(10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;




          (b) either directly or indirectly owns, operates, manages, controls, or participates in the
ownership, management, operation, or control of, or is employed by, or is paid as a consultant or
other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was
formerly employed and with whom the Participant dealt, either directly or indirectly through the
supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and
the Participant continues to be so engaged ten (10) days after written notice has been given to him
by or on behalf of Sysco or the Subsidiary;




          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly markets, solicits or sells to any actual or prospective customer
of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt,
either directly or indirectly through the supervision of others, on behalf of Sysco or the
Subsidiary by which he was formerly employed;




          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a
Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly
or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he
was formerly employed;




23









 








          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly
employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a
consulting relationship with any employee of Sysco or any Subsidiary;




          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed,
within ten (10) days of any request issued to the Participant, any and all trade secrets or
confidential information or any portion thereof and all materials relating thereto in his
possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse
engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any
means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any
portion thereof or any materials relating thereto; or




          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or
business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the
Participant fails to retract such comments or accusations within sixty (60) days after written
notice demanding such retraction has been provided to him by or on behalf of Sysco or the
Subsidiary.




     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute
Payments. If any payment or benefit received or to be received by a Participant in connection
with a “change of control” (as defined in Section 280G of the Code and the Treasury Regulations
thereunder) of Sysco would either (i) result in such payment not being deductible, whether in whole
or in part, by Sysco or any Subsidiary, as a result of Section 280G of the Code, and/or (ii) result
in the Participant being subject to the excise tax imposed under Section 4999 of the Code, then the
benefits payable under this Program, and/or any Supplemental Plan(s), as applicable, shall first be
reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the
Code (and/or not subject to the excise tax imposed under Section 4999 of the Code) or the benefits
payable under this Program, or any Supplemental Plan(s), as applicable, have been reduced to zero.
If a Participant is entitled to a benefit under more than one (1) of the plans referred to in the
previous sentence, then the reduction shall be applied first to the plan (or plans) in which the
Participant is not then actively participating as of the date of the change of control in the order
determined by the Administrative Committee in its sole discretion. If any further reduction is
necessary, the benefits payable under the Plan shall be reduced under the terms of the Plan, and
then, if necessary, the benefits payable under the EDCP shall be reduced under the terms of that
plan. The reduction in benefits payable under this Program, if any, shall be determined by reducing
the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the
reduction, if any, under this Program: (a) no portion of the Total Payments which the Participant
has waived in writing prior to the date of the payment of benefits under this Plan shall be taken
into account, (b) no portion of the Total Payments which tax counsel, selected by Sysco’s
independent auditors and reasonably acceptable to the Participant (“Tax Counsel”),
determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the
Code shall be taken into account (including, without limitation, amounts not treated as a
“parachute payment” as a result of the application of Section 280G(b)(4)(A)), (c) no portion of the
Total Payments which Tax Counsel, determines to be reasonable compensation for services rendered
within the



24









 




meaning of Section 280G(b)(4)(B) of the Code will be treated as an “excess parachute
payment” in the manner provided by Section 280G(b)(4)(B), and (d) the value of any non-cash benefit
or any deferred payment or benefit included in the Total Payments shall be determined by Sysco’s
independent auditors in
accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or
otherwise to the contrary, the Compensation Committee, may, within its sole discretion and pursuant
to an agreement approved by the Compensation Committee, waive application of this Section 7.5, when
it determines that specific situations warrant such action.




     7.6 Claims Procedure. Any person who believes that he or she is being denied a
benefit to which he or she is entitled under the Plan (including this Program) (referred to
hereinafter as a “Claimant”) must file a written request for such benefit with the
Administrative Committee; provided, however, that any claim involving entitlement to, the amount of
or the method or timing of payment of a benefit affected by a Change of Control shall be governed
by mandatory arbitration under Section 7.6(e) of this Program. Such written request must set forth
the Claimant’s claim and must be addressed to the Administrative Committee at the Company’s
principal office.



          (a) Initial Claims Decision. The Administrative Committee shall generally provide
written notice to the Claimant of its decision within ninety (90) days after the claim is filed
with the Administrative Committee; provided, however, that the Administrative Committee may have up
to an additional ninety (90) days to decide the claim, if the Administrative Committee determines
that special circumstances require an extension of time to decide the claim, and the Administrative
Committee advises the Claimant in writing of the need for an extension (including an explanation of
the special circumstances requiring the extension) and the date on which it expects to decide the
claim.




          (b) Appeals. A Claimant may appeal the Administrative Committee’s decision by
submitting a written request for review to the Administrative Committee within sixty (60) days
after the earlier of receiving the denial notice or after expiration of the initial review period.
Such written request must be addressed to the Administrative Committee at the Company’s principal
office. In connection with such request, the Claimant (and his or her authorized representative,
if any) may review any pertinent documents upon which the denial was based and may submit issues
and comments in writing for consideration by the Administrative Committee. If the Claimant’s
request for review is not received within the earlier of sixty (60) days after receipt of the
denial or after expiration of the initial review period, the denial shall be final, and the
Claimant shall be barred and estopped from challenging the Administrative Committee’s
determination.




          (c) Decision Following Appeal. The Administrative Committee shall generally make its
decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the
Claimant’s request for appeal; provided, however, that the Administrative Committee may have up to
an additional sixty (60) days to decide the claim, if the Administrative Committee determines that
special circumstances require an extension of time to decide the claim and the Administrative
Committee advises the Claimant in writing of the need for an extension (including an explanation of
the special circumstances requiring the extension) and the date on which it





25









 







expects to decide the
claim. The Administrative Committee shall notify the Claimant of its decision on the Claimant’s
appeal in writing, regardless of whether the decision is adverse.




          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Administrative
Committee shall be binding and conclusive upon all persons, and completion of the claims procedures
described in this Section 7.6 shall be a precondition to commencement of mandatory and binding
arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the
Administrative Committee may, in its sole discretion, waive the procedures described in Sections
7.6(a) through 7.6(c) of this Program as a precondition to mandatory and binding arbitration set
forth in Section 7.6(e) below.




          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to the
Plan (including this Program), including, without limitation, any benefit allegedly due under the
Plan (including this Program) or that is the subject of any forfeiture decision under the Plan
(including this Program), shall be submitted to mandatory and binding arbitration before the
American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan
Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the
AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting
the Company and the Participant to strike one name each from a panel of three names obtained from
the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is
remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any,
that is needed to resolve the dispute after hearing the positions of each party regarding the need
for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve
any dispute without regard for any conflict of law principles, as each Participant acknowledges
that the Company is organized under the laws of the State of Delaware. The decision of the
arbitrator shall be final and binding on both parties.




     7.7 Compensation Committee Decisions. Notwithstanding anything in the Plan (including
this Program) to the contrary, any determination made with respect to the benefits or rights of an
Executive Officer under this Program shall not be made by the Administrative Committee (or, as
applicable, the Chief Executive Officer or Chief Operating Officer of Sysco) but shall instead be
made by the Compensation Committee, and each provision of the Program otherwise governing such a
determination shall be interpreted and construed to substitute the Compensation Committee for the
Administrative Committee (or, as applicable, the Chief Executive Officer or Chief Operating Officer
of Sysco) in such provision.



26









 





ARTICLE VIII




ADMINISTRATION



     8.1 Administrative Committee Appointment. The Administrative Committee shall be
appointed by the Compensation Committee. Each Administrative Committee member shall serve until
his or her resignation or removal. The Compensation Committee shall have the sole discretion to
remove any one or more Administrative Committee members and appoint one or more replacement or
additional Administrative Committee members from time to time.



     8.2 Administrative Committee Organization and Voting. The organizational structure
and voting responsibilities of the Administrative Committee shall be as set forth in the bylaws of
the Administrative Committee.



     8.3 Powers of the Administrative Committee. Except as otherwise provided in Section
7.7 of this Program and unless such power is otherwise reserved by the Compensation Committee
herein, the Administrative Committee shall have the exclusive responsibility for the general
administration of the Plan (including this Program) according to the terms and provisions of the
Plan (including this Program) and shall have all powers necessary to accomplish those purposes,
including but not by way of limitation the right, power and authority:



          (a) to make rules and regulations for the administration of the Plan (including this Program);




          (b) to construe all terms, provisions, conditions and limitations of the Plan (including this
Program);




          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear
in the Plan (including this Program) in the manner and to the extent it deems expedient to carry
the Plan (including this Program) into effect for the greatest benefit of all parties at interest;




          (d) subject to Section 7.3(c), to resolve all controversies relating to the administration of
the Plan (including this Program), including but not limited to:




               differences of opinion arising between the Company and a Participant in accordance with
Sections 7.6(a) through 7.6(c) of this Program, except when the difference of opinion relates to
the entitlement to, the amount of or the method or timing of payment of a benefit affected by a
Change of Control, in which event, such difference of opinion shall be decided by mandatory and
binding arbitration under Section 7.6(e) of this Program; and



               any question it deems advisable to determine in order to promote the uniform administration of
the Plan (including this Program) for the benefit of all parties at interest; and



27









 





          (e) to delegate by written notice any plan administration duties of the Administrative
Committee to such individual members of the Administrative Committee, individual employees of the
Company, or groups of employees of the Company, as the Administrative Committee determines to be
necessary or advisable to properly administer the Plan (including this Program).




     8.4 Delegation of Authority by Compensation Committee. The Compensation
Committee hereby expressly delegates to the Chief Executive Officer and/or the Chief Operating
Officer of Sysco the Compensation Committee’s discretionary authority with respect to the
following: (i) excluding an otherwise eligible MIP participant from participating in this Program
pursuant to Section 2.1 of this Program; and (ii) subsequently including an otherwise eligible MIP
participant described in clause (i), above, including determining the period (if any) over which
such previously excluded MIP participant will be eligible to accrue benefits under this Program
pursuant to Section 4.1(a)(iii)(E) of this Program; provided however, that the Chief Executive
Officer’s and Chief Operating Officer’s discretionary authority under this Program shall not apply
to the extent such decision is with respect to an Executive Officer.



     8.5 Committee Discretion. Subject to Section 7.7 of this Program and unless otherwise
reserved to the Compensation Committee herein, the Administrative Committee has the sole power and
authority to administer the Plan (including this Program), and any decision made by, or action
taken by, the Administrative Committee (or, as applicable, the Compensation Committee) in good
faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a)
through 7.6(c) of this Program. Notwithstanding the foregoing, Administrative Committee (or, as
applicable, Compensation Committee) decisions or actions made or taken during a Change of Control
Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e) of this Program.



     8.6 Reimbursement of Expenses. The Administrative Committee shall serve without
compensation for their services but shall be reimbursed by Sysco for all expenses properly and
actually incurred in the performance of their duties under the Plan (including this Program).



     8.7 Indemnification. To the extent permitted by law, members of the Board of
Directors, members of the Compensation Committee, members of the Administrative Committee,
employees of the Company, and all agents and representatives of the Company shall be indemnified by
the Company, and saved harmless against any claims resulting from any action or conduct relating to
the administration of the Plan (including this Program), except claims arising from gross
negligence, willful neglect or willful misconduct.



28









 





ARTICLE IX




ADOPTION BY SUBSIDIARIES



     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of
the Administrative Committee, adopt this Program by appropriate action of its board of directors.
The terms of this Program shall apply separately to each Subsidiary adopting this Program and its
Participants in the same manner as is expressly provided for Sysco and its Participants except that
the powers of the Board of Directors, the Compensation Committee and the Administrative Committee
under this Program shall be exercised by the Board of Directors, the Compensation Committee, or the
Administrative Committee, as applicable. Sysco and each Subsidiary adopting this Program shall bear
the cost of providing Program benefits for its own Participants. Sysco shall initially pay the
costs of the Program each Plan Year. However, each adopting Subsidiary shall then be billed back
for the actuarially determined costs pertaining to it in accordance with the appropriate Financial
Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each
Subsidiary with respect to its Participants shall be the sole obligation of the Company that is
employing the Participant and shall not bind any other Company.



     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this
Program may, by appropriate action of its board of directors, terminate its participation in this
Program. The Administrative Committee may, in its sole discretion, also terminate a Subsidiary’s
participation in this Program at any time. The termination of the participation in this Program by
a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to benefits previously accrued by the Participant under this Program without
his consent.



29









 





ARTICLE X




AMENDMENT AND/OR TERMINATION



     10.1 Amendment or Termination of this Program. Except as otherwise provided in this
Section 10.1, the Compensation Committee may amend or terminate this Program at any time by an
instrument in writing without the consent of any adopting Company. Notwithstanding the foregoing,
in no event shall this Program be terminated during the two (2) year period following a Change of
Control.



     10.2 No Retroactive Effect on Awarded Benefits.



          (a) General Rule. Absent a Participant’s prior consent, no amendment to this Program
shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such
amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights
under any provision relating to a Change of Control after a Change of Control has occurred.




          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a
Participant’s Minimum Vested Accrued Benefit as of the date of an amendment to this Program:




               (i) The Determination Date of the Vested Accrued Benefit under Section 4.3 of this Program
shall be the effective date of the amendment with the exception of the Vested Percentage, which
shall be determined as of the date of the distribution event.



               (ii) On and after the effective date of such amendment, for purposes of vesting under Article
III of this Program and the Benefit Commencement Date under Section 4.1(c) of this Program, a
Participant shall continue to be awarded years of Vesting Service and age credit until such
Participant’s termination of employment with Sysco and its Subsidiaries.



          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this
Section 10.2, the Compensation Committee retains the right at any time to (i) change in any manner
or to discontinue the death benefit provided in Article VI of this Program, except during the four
(4) year period following a Change of Control for those persons who at that time were covered by
the death benefit, and (ii) to change in any manner the benefit under Article IV of this Program,
provided such benefit is not less than the Minimum Vested Accrued Benefit as of the date of any
such amendment.




     10.3 Effect of Termination. Upon termination of this Program, the following
provisions shall apply:



          (a) With respect to benefits that become payable as a result of a distribution event on or
after the effective date of this Program’s termination, a Participant’s: (i) Compensation after the
earlier of the date specified in Section 4.1(d) of this Program or the date of this Program’s
termination shall not be included in determining the Participant’s Eligible Earnings; and (ii)
Three-Year Final Average Compensation under Article VI




30









 







of this Program shall be determined as of
the earlier of the date specified under Section 6.1(c) of this Program or the date of this
Program’s termination.




          (b) The Compensation Committee may, in its sole discretion, authorize distributions to
Participants as a result of this Program’s termination, provided all of the following conditions
are satisfied:




               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated
with the this Program (which may include the Program) under Section 1.409A-1(c) of the Treasury
Regulations (or any corresponding provision of succeeding law) if the Participant participated in
such arrangements are terminated;



               (ii) No distributions other than distributions that would be payable under the terms of this
Program if the termination had not occurred are made within twelve (12) months of the termination
of this Program;



               All distributions of all benefits to be provided hereunder are paid within twenty-four (24)
months of the termination of this Program; and



               The Company does not adopt a new deferred compensation arrangement at any time within three
(3) years following the date of the termination of this Program that would be aggregated with this
Program under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of
succeeding law) if the Participant participated in this Program and the new arrangement.



          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b) above, on and after the
effective date of this Program’s termination, (i) this Program shall continue to be administered as
it was prior to this Program’s termination, (ii) all retirement benefits accrued prior to the date
of termination shall be payable only under the conditions, at the time, and in the form then
provided in this Program, (iii) no Participant shall be entitled to Program benefits solely as a
result of this Program’s termination in accordance with the provisions of this Article X, and (iv)
the forfeiture provisions of Sections 7.3 and 7.4 of this Program, and the restrictions set forth
in Section 7.5 of this Program shall continue in effect.




31









 








ARTICLE XI




FUNDING



     11.1 Payments Under The Plan (including this Program) are the Obligation of the
Company. The Company last employing a Participant shall pay the benefits due the Participants
under the Plan (including this Program); however, should it fail to do so when a benefit is due,
then, except as provided in Section 11.5, the benefit shall be paid by the trustee of that certain
trust agreement by and between the Company and JPMorgan Chase Bank, with respect to the funding of
the Plan (including this Program). In any event, if the trust fails to pay for any reason, the
Company still remains liable for the payment of all benefits provided by the Plan (including this
Program).



     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust.
It is specifically recognized by both the Company and the Participants that the Company may, but is
not required to, purchase life insurance so as to accumulate assets to fund the obligations of the
Company under the Plan (including this Program), and that the Company may, but is not required to
contribute any policy or policies it may purchase and any amount it finds desirable to a trust
established to accumulate assets sufficient to fund the obligations of all of the Companies under
the Plan (including this Program). However, under all circumstances, the Participants shall have
no rights to any of those policies; and, likewise, under all circumstances, the rights of the
Participants to the assets held in the trust shall be no greater than the rights expressed in the
Plan (including this Program) and the trust agreement. Nothing contained in the trust agreement
which creates the funding trust shall constitute a guarantee by any Company that assets of the
Company transferred to the trust shall be sufficient to pay any benefits under the Plan (including
this Program) or would place the Participant in a secured position ahead of general creditors
should the Company become insolvent or bankrupt. Any trust agreement prepared to fund the
Company’s obligations under the Plan (including this Program) must specifically set out these
principles so it is clear in that trust agreement that the Participants in the Plan (including this
Program) are only unsecured general creditors of the Company in relation to their benefits under
the Plan (including this Program).



     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary,
who last performed the annual actuarial valuation of the Pension Plan, to determine the present
value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether
it is or not), as of the end of the Plan Year coincident with or last preceding the request, of all
Participants and Beneficiaries of deceased Participants for which all Companies are or will be
obligated to make payments under the Plan (including this Program). If the fair market value of
the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total
of the Vested Accrued Benefits of all Participants and Beneficiaries under the Plan (including this
Program) by 25%, any Company may direct the trustee to return to such Company its proportionate
part of the assets which are in excess of 125% of the Vested Accrued Benefits under the Plan
(including this Program). Each Company’s share of the excess assets shall be the Participants’
present
value of the Vested Accrued Benefit under the Plan (including this Program) earned while in
the employ of that Company as compared to the total of the present value of the Vested Accrued
Benefits earned by all Participants under the Plan (including this Program) times the excess
assets. For this purpose,



32









 




the present value of the Vested Accrued Benefit under the Plan
(including this Program) shall be calculated using the data for the preceding Plan Year brought
forward using the assumptions used to determine the actuarially determined costs according to the
appropriate Financial Accounting Standards Board pronouncements. If there has been a Change of
Control, to determine excess assets, all contributions made prior to the Change of Control shall be
subtracted from the fair market value of the assets held in the trust as of the determination date
but before the determination is made.




     11.4 Participants Must Rely Only on General Credit of the Company. The Company and
the Participants recognize that the Plan (including this Program) is only a general corporate
commitment, and that each Participant is merely an unsecured general creditor of the Company with
respect to any of the Company’s obligations under the Plan (including this Program), even if the
Company establishes a rabbi trust to fund all or a part of its obligations under the Plan
(including this Program).



     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is
Prohibited. No Company employing a Participant whose income is subject to the Canadian tax
laws shall be permitted to fund its obligation to that person through any rabbi trust, fund,
sinking fund, or other financial vehicle even though under applicable law the assets held to fund
the obligation are still subject to the general creditors of the Company.



33









 





ARTICLE XII




MISCELLANEOUS



     12.1 Responsibility for Distributions and Withholding of Taxes. The Administrative
Committee shall furnish information, to the Company last employing the Participant, concerning the
amount and form of distribution to any Participant entitled to a distribution so that the Company
may make or cause the Rabbi Trust to make the distribution required. The Administrative Committee
shall also calculate the deductions from the amount of the benefit paid under the Plan (including
this Program) for any taxes required to be withheld by federal, state, local, or foreign government
and shall cause them to be withheld.



     12.2 Limitation of Rights. Nothing in the Plan (including this Program) shall be
construed:



          (a) to give a Participant any right with respect to any benefit except in accordance with the
terms of the Plan (including this Program);




          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s
employment;




          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a
Subsidiary shall employ a Participant in any particular position or for any particular
remuneration; or




          (d) to give a Participant or any other person claiming through him any interest or right under
the Plan (including this Program) other than that of any unsecured general creditor of the Company.




     12.3 Benefits Dependent Upon Compliance with Certain Covenants. The benefits
provided to a Participant under this Program by the Company are dependent upon the Participant’s
full compliance with the covenants set forth in Section 7.4 of this Program.



     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent
or should a Participant designate a Beneficiary who is a minor or incompetent, the Administrative
Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the
minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor
or incompetent in any manner the Administrative Committee determines in its sole discretion.



     12.5 Nonalienation of Benefits. No right or benefit provided under the Plan
(including this Program) is subject to transfer, anticipation, alienation, sale, assignment,
pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as
provided in the Plan (including this Program). If any Participant or any Beneficiary becomes
bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or
benefit under the Plan (including this Program), that right or benefit shall, in the discretion of
the Administrative Committee, be forfeited. In that event, the Administrative Committee may have
the Company hold



34









 




or apply the right or benefit or any part of it to the benefit of the Participant
or Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in
any proportion the Administrative Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.




     12.6 Reliance upon Information. The Administrative Committee shall not be liable for
any decision or action taken in good faith in connection with the administration of the Plan
(including this Program). Without limiting the generality of the foregoing, any decision or action
taken by the Administrative Committee when it relies upon information supplied it by any officer of
the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent
accountants or other advisors in connection with the administration of the Plan (including this
Program) shall be deemed to have been taken in good faith.



     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise.
No benefit which has accrued to any Participant who has died, retired, become disabled or separated
or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or
subject to any adjustment provided in that amendment unless the amendment specifically provides
that it shall apply to those persons and it does not have the effect of reducing those persons’
Vested Accrued Benefits as then fixed without their consent.



     12.8 Severability. If any term, provision, covenant or condition of the Plan
(including this Program) is held to be invalid, void or otherwise unenforceable, the rest of the
Plan (including this Program) shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.



     12.9 Notice. Any notice or filing required or permitted to be given to the
Administrative Committee or a Participant shall be sufficient if in writing and hand delivered or
sent by U.S. mail to the principal office of the Company or to the residential mailing address of
the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery
is by mail, as of the date shown on the postmark.



     12.10 Gender and Number. If the context requires it, words of one gender when used in
the Plan (including this Program) shall include the other genders, and words used in the singular
or plural shall include the other.



     12.11 Governing Law. The Plan (including this Program) shall be construed,
administered and governed in all respects by the laws of the State of Delaware.
Consistent with Section 7.6(e) of this Program, the Participant and the Company agree that
subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program, the sole and exclusive
jurisdiction for any dispute under this Program shall lie with the AAA’s regional office for the
State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to
conducting arbitration at this location.



     12.12 Effective Date. This Program is effective as of August 27, 2010.



35









 





     12.13 Compliance with Section 409A. The Plan (including this Program) is intended to
comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall
be interpreted, to the extent possible, in a manner that complies with Section 409A of the Code.



36









 





     IN WITNESS WHEREOF, Sysco has executed this document on this September 17, 2010.



	 	 	 	 	 
	 	SYSCO CORPORATION

 	 
	 	By:  	/s/ Michael C. Nichols
 	 
	 	 	Name:  	Michael C. Nichols 	 
	 	 	Title:  	Sr. Vice President, General Counsel
and Secretary 	 



37









 






	 	 	 	 	 



EXHIBIT A

TO THE

FIRST AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM




SUPPLEMENTAL PLANS



Non-qualified defined benefit plans




None




Non-qualified defined contribution plans 



Sysco Corporation Canadian Executive Capital Accumulation Plan




38









 








EXHIBIT B

TO THE

FIRST AMENDED AND RESTATED

SYSCO CORPORATION

MIP RETIREMENT PROGRAM




DEATH BENEFIT ADJUSTMENTS


1. Non-Qualified Defined Contribution Plans Listed on Exhibit A. The following adjustments
shall be made to the death benefits payable under this Program, in the event the Participant is
participating in one or more non-qualified defined contribution plans listed on Exhibit A
of this Program:





     (a) Adjustment to Death Benefit Payable from this Program under Section 6.2. The
death benefit payable to a Participant’s Beneficiary pursuant to Section 6.2 shall be reduced in
recognition of the death benefit payable from the applicable non-qualified defined contribution
plan(s). The amount of the reduction shall equal the annual benefit payable for ten (10) years
certain that could be provided on an Actuarially Equivalent basis by the account balance payable as
a death benefit under the applicable non-qualified defined contribution plan(s).



     (b) Adjustment to Death Benefit Payable from this Program under Section 6.3. If the
applicable death benefit under Section 6.3 is based on the value determined under Section
6.3(a)(i), the death benefit payable to a Participant’s Beneficiary under this Program shall be
reduced in recognition of the death benefit payable from the applicable non-qualified defined
contribution plan(s). The amount of the reduction shall equal the monthly benefit payable for ten
(10) years certain and life thereafter that could be provided on an Actuarially Equivalent basis by
the account balance payable as a death benefit under the applicable non-qualified defined
contribution plan(s).