exv10w3






Exhibit 10.3




SIXTH AMENDED AND RESTATED




SYSCO CORPORATION



EXECUTIVE DEFERRED COMPENSATION PLAN



Effective August 27, 2010






 









 








SIXTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I — DEFINITIONS	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE II — ELIGIBILITY AND FROZEN PARTICIPANTS	 	 	13	 
	2.1
	 	Eligibility	 	 	13	 
	2.2
	 	Frozen Participants	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE III — PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS	 	 	14	 
	3.1
	 	Bonus Deferral Election	 	 	14	 
	3.2
	 	Company Match	 	 	14	 
	3.3
	 	Salary Deferral Election	 	 	15	 
	3.4
	 	Discretionary Company Contributions	 	 	16	 
	3.5
	 	Cancellation of Salary Deferral Election upon the Occurrence of an Unforeseeable Emergency	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV — ACCOUNT	 	 	18	 
	4.1
	 	Establishing a Participant’s Account	 	 	18	 
	4.2
	 	Credit of the Participant’s Bonus Deferral and the Company’s Match	 	 	18	 
	4.3
	 	Credit of the Participant’s Salary Deferrals	 	 	18	 
	4.4
	 	Deemed Investment of Deferrals	 	 	18	 
	4.5
	 	Crediting of Earnings on Deferrals Invested in the Default Investment	 	 	19	 
	4.6
	 	Crediting of Interest on Company Match	 	 	20	 
	4.7
	 	Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE V — VESTING	 	 	22	 
	5.1
	 	Deferrals	 	 	22	 
	5.2
	 	Company Match	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE VI — DISTRIBUTIONS	 	 	23	 
	6.1
	 	Death	 	 	23	 
	6.2
	 	Disability	 	 	24	 
	6.3
	 	Retirement	 	 	24	 
	6.4
	 	Distributions Upon Termination	 	 	24	 
	6.5
	 	In-Service Distributions	 	 	24	 
	6.6
	 	Distribution Elections for Deferrals	 	 	24	 
	6.7
	 	Forfeiture For Cause	 	 	28	 
	6.8
	 	Forfeiture for Competition	 	 	29	 
	6.9
	 	Hardship Withdrawals	 	 	31	 
	6.10
	 	Payments Upon Income Inclusion Under Section 409A	 	 	32	 
	6.11
	 	Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments	 	 	32	 
	6.12
	 	Responsibility for Distributions and Withholding of Taxes	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE VII — ADMINISTRATION	 	 	34	 
	7.1
	 	Administrative Committee Appointment	 	 	34	 
	7.2
	 	Administrative Committee Organization and Voting	 	 	34	 
	7.3
	 	Powers of the Administrative Committee	 	 	34	 
	7.4
	 	Committee Discretion	 	 	35	 
	7.5
	 	Reimbursement of Expenses	 	 	35	 






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	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	7.6
	 	Indemnification	 	 	35	 
	7.7
	 	Claims Procedure	 	 	36	 
	7.8
	 	Compensation Committee Decisions	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE VIII — ADOPTION BY SUBSIDIARIES	 	 	39	 
	8.1
	 	Procedure for and Status After Adoption	 	 	39	 
	8.2
	 	Termination of Participation By Adopting Subsidiary	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE IX — AMENDMENT AND/OR TERMINATION	 	 	40	 
	9.1
	 	Amendment or Termination of the Plan	 	 	40	 
	9.2
	 	No Retroactive Effect on Awarded Benefits	 	 	40	 
	9.3
	 	Effect of Termination	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE X — FUNDING	 	 	42	 
	10.1
	 	Payments Under This Agreement are the Obligation of the Company	 	 	42	 
	10.2
	 	Agreement May be Funded Through Rabbi Trust	 	 	42	 
	10.3
	 	Reversion of Excess Assets	 	 	42	 
	10.4
	 	Participants Must Rely Only on General Credit of the Company	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE XI — MISCELLANEOUS	 	 	44	 
	11.1
	 	Limitation of Rights	 	 	44	 
	11.2
	 	Distributions to Incompetents or Minors	 	 	44	 
	11.3
	 	Non-alienation of Benefits	 	 	44	 
	11.4
	 	Reliance Upon Information	 	 	45	 
	11.5
	 	Severability	 	 	45	 
	11.6
	 	Notice	 	 	45	 
	11.7
	 	Gender and Number	 	 	45	 
	11.8
	 	Governing Law	 	 	45	 
	11.9
	 	Effective Date	 	 	45	 
	11.10
	 	Compliance with Section 409A of the Code	 	 	45	 







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SIXTH AMENDED AND RESTATED




SYSCO CORPORATION



EXECUTIVE DEFERRED COMPENSATION PLAN



     WHEREAS, Sysco Corporation (“Sysco”) sponsors and maintains the Fifth Amended and
Restated Sysco Corporation Executive Deferred Compensation Plan, effective as of July 2, 2008 (as
amended on November 11, 2008 and September 24, 2009, the “Current Plan”);



     WHEREAS, Section 9.1 of the Current Plan authorizes the Board of Directors of Sysco (the
“Board of Directors”) or its designees to amend the Current Plan;



     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 to incorporate such changes as are necessary
to address certain changes in the roles and responsibilities of the Board of Directors, the
Compensation Committee (as defined herein) 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.



     NOW, THEREFORE, Sysco hereby adopts the Sixth Amended and Restated Sysco Corporation Executive
Deferred Compensation Plan, effective August 27, 2010 (the “Plan”), as follows:



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ARTICLE I




DEFINITIONS



     Account. “Account” means a Participant’s Account in the Deferred Compensation Ledger
maintained by the Administrative Committee which reflects the entire interest of the Participant in
the Plan, as adjusted herein for deemed Investment earnings and losses and credited interest. A
Participant’s Account shall be comprised of, if applicable, such Participant’s
Termination/Retirement Account and In-Service Account(s).



     Administrative Committee. “Administrative Committee” means the persons who are from
time to time serving as members of the committee administering this Plan.



     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.



     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.



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



     Bonus Deferral. “Bonus Deferral” shall have the meaning set forth in Section 3.1.



     Bonus Deferral Election. “Bonus Deferral Election” shall have the meaning set forth in
Section 3.1.



     Business Day. “Business Day” means during regular business hours of any day on which
the New York Stock Exchange is open for trading.



     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





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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 subparagraphs (c)(i), (c)(ii) and
(c)(iii) of this definition;




          (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





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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.




     Change of Control Period. “Change of Control Period” shall have the meaning set forth
in Section 6.7(d).



     Claimant. “Claimant” shall have the meaning set forth in Section 7.7.



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



     Company. “Company” means Sysco and any Subsidiary that has adopted the Plan with the
approval of the Administrative Committee, pursuant to Section 8.1.



     Company Match. “Company Match” shall have the meaning set forth in Section 3.2.



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



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



     Default Distribution Option. “Default Distribution Option” shall have the meaning set
forth in Section 6.6(c)(iv).



     Default Investment. “Default Investment” means a hypothetical investment with a per
annum investment return equal to Moody’s determined as of October 31st of the calendar
year prior to the calendar year for which such rate shall be effective, or such other Investment
designated by the Administrative Committee as the “Default Investment” on Exhibit “A”
attached hereto. The investment return of the Default Investment shall be re-determined annually as
of November 1st of the calendar year prior to the calendar year for which such rate
shall be effective. The investment return, once established, shall be



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effective as of January 1st of the calendar year following the calendar year in
which such investment return is calculated and shall remain in effect for the entire calendar year.




     Deferrals. “Deferrals” shall mean Bonus Deferrals and Salary Deferrals.



     Deferral Election. “Deferral Election” shall mean a Bonus Deferral Election, a Salary
Deferral Election or both.



     Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger
maintained by the Administrative Committee for each Participant which reflects the amount of the
Participant’s Deferrals, Company Match, credits and debits for deemed Investment earnings and
losses and interest credited pursuant to Article IV, and cash distributed to the Participant or the
Participant’s Beneficiaries pursuant to Article VI.



     Disability. “Disability” means that a Participant has been determined by the Social
Security Administration to be totally disabled.



     Eligibility Date. “Eligibility Date” means the date as of which an employee of a
Company is first eligible to participate in the Plan. An employee shall be notified of the
employee’s Eligibility Date by the Administrative Committee or its designee.



     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.



     Fair Market Value. “Fair Market Value” means, with respect to any Investment, the
closing price on the date of reference, or if there were no sales on such date, then the closing
price on the nearest preceding day on which there were such sales, and in the case of an unlisted
security, the mean between the bid and asked prices on the date of reference, or if no such prices
are available for such date, then the mean between the bid and asked prices on the nearest
preceding day for which such prices are available. With respect to any Investment which reports
“net asset values” or similar measures of the value of an ownership interest in the Investment,
Fair Market Value shall mean such closing net asset value on the date of reference, or if no net
asset value was reported on such date, then the net asset value on the nearest preceding day on
which such net asset value was reported. For any Investment not described in the preceding
sentences, Fair Market Value shall mean the value of the Investment as determined by the
Administrative Committee in its reasonable judgment on a



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consistent basis, based upon such available and relevant information as the Administrative
Committee determines to be appropriate.




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



     In-Service Account. “In-Service Account” means a separate recordkeeping account under
a Participant’s Account in the Deferred Compensation Ledger that is created when a Participant
elects a new In-Service Distribution Date with respect to amounts deferred hereunder.



     In-Service Distribution. “In-Service Distribution” means a payment to the Participant
following the occurrence of an In-Service Distribution Date of the amount represented by the
balance in the In-Service Account with respect to such In-Service Distribution Date.



     In-Service Distribution Date. “In-Service Distribution Date” means January 31st of
the calendar year selected by the Participant during which the Participant’s applicable In-Service
Account shall be paid.



     In-Service Distribution Election. “In-Service Distribution Election” shall have the
meaning set forth in Section 6.6(a)(ii).



     Installment Distribution Option. “Installment Distribution Option” shall have the
meaning set forth in Section 6.6(c)(i).



     Investment. “Investment” means the options set forth in Exhibit “A” attached
hereto, including interest credited at the investment return of the Default Investment, as the same
may be amended from time to time by the Administrative Committee in its sole and absolute
discretion.



     Lump Sum Distribution Option. “Lump Sum Distribution Option” shall have the meaning
set forth in Section 6.6(c)(ii).



     Management Incentive Plan. “Management Incentive Plan” means the Sysco Corporation
2009 Management Incentive Plan, as it may be amended from time to time, any successor plan, and, at
the discretion of the Compensation Committee, any other management incentive plan of Sysco.



     MIP Bonus. “MIP Bonus” means a bonus awarded or to be awarded to the Participant
under the Management Incentive Plan, or any bonus awarded or to be awarded to a Participant as a
substitute for or in lieu of such Participant’s MIP Bonus for a Plan Year (including 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-



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retirement benefits), or such other annual incentive bonus determined by the Compensation
Committee in its sole discretion.




     MIP Participation. “MIP Participation” means full years of participation in the
Management Incentive Plan determined on an elapsed time basis. MIP Participation shall include the
time a Frozen Participant was not eligible to participate in the Management Incentive Plan if, the
Frozen Participant (i) was previously eligible to participate in the Management Incentive Plan,
(ii) remains employed by Sysco or a Subsidiary while such Frozen Participant was ineligible to
participate in the Management Incentive Plan; and (iii) later becomes eligible to again participate
in the Management Incentive Plan.



     Moody’s. “Moody’s” means, as of any specified date, the monthly average of the
Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield
Averages for each month, as published in Moody’s Bond Survey, by the number of months in the
applicable calculation period) for either the (i) six month period ending on the specified date or
(ii) the twelve month period ending on the specified date whichever produces the higher rate.



     Participant. “Participant” means an employee of a Company who becomes eligible for or
is participating in the Plan, and any other current or former employee of Sysco or a Subsidiary who
has an Account in the Deferred Compensation Ledger.



     Performance Based Compensation. “Performance Based Compensation” means compensation
that is based on services performed over a period of at least twelve (12) months to the extent it
is contingent on satisfaction of pre-established performance criteria and not readily ascertainable
at the time of the Participant’s deferral election, as determined by the Compensation Committee in
accordance with Section 409A.



     Plan. “Plan” means the Fifth Amended and Restated Sysco Corporation Executive
Deferred Compensation Plan, as set forth in this document and amended from time to time.



     Plan Year. “Plan Year” means a one-year 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.



     Retirement. “Retirement” means any Separation from Service by a Participant from Sysco
and its Subsidiaries for any reason other than death or Disability on or after the earlier of (A)
the date the Participant



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attains age sixty (60), (B) the date that the Participant has attained age fifty-five (55) and
has at least fifteen (15) years of MIP Participation; or (C) with respect to a Participant’s
Separation from Service from Sysco and its Subsidiaries for any reason other than death or
Disability occurring on or after January 1, 2009, the date that the Participant has attained age
fifty-five (55) and has at least ten (10) years of Sysco Service.




     Salary Compensation. “Salary Compensation” means any base salary plus any receipts of
commission compensation which is otherwise payable to a Participant in cash by the Company in any
calendar year. Specifically, “Salary Compensation” shall include contributions made by the Company
on behalf of a Participant under any salary reduction or similar arrangement to a cafeteria plan
described in Section 125 of the Code, elective contributions pursuant to an arrangement qualified
under Section 401(k) of the Code, amounts contributed as Salary Deferrals under this Plan, and any
additional amounts determined in the sole discretion of the Administrative Committee. “Salary
Compensation” shall exclude moving expenses, any gross up of moving expenses to account for
increased income taxes, Company contributions under any qualified retirement plan, Company accruals
to a Participant’s account under the Sysco Corporation Supplemental Executive Retirement Plan, any
amounts payable to the Participant under the Sysco Corporation Mid-Term Incentive Cash Plan, a
Participant’s MIP Bonus, any amounts relating to the grant of a stock option, the exercise of a
stock option, or the sale or deemed sale of any shares thereby acquired, any compensation paid in
the form of shares of Sysco stock, bonus paid as an inducement to enter the employment of the
Company, any severance payments or other compensation which is paid to a Participant as a result of
the Participant’s termination of employment with the Company, and any additional amounts determined
in the sole discretion of the Administrative Committee.



     Salary Deferral. “Salary Deferral” shall have the meaning set forth in Section 3.3.



     Salary Deferral Election. “Salary Deferral Election” shall have the meaning set forth
in Section 3.3.



     Section 409A. “Section 409A” means Section 409A of the Code. References herein to
“Section 409A” shall also include any regulatory and other interpretive guidance promulgated by the
Treasury Department, including the Treasury Regulations, or the Internal Revenue Service under
Section 409A of the Code.



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



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     Separation from Service. “Separation from Service” means a “separation from service”
within the meaning of Section 409A. For Separations from Service occurring on or after January 1,
2009, a Participant shall be presumed to have experienced a “separation from service” 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 services performed by the Participant during the immediately preceding thirty-six
(36) month period, taking into account any periods of performance excluded by the Treasury
Regulations.



     Specified Employee. “Specified Employee” means a “specified employee” as defined in
Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “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 the Participant 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. If a Participant is a key employee as
of an Identification Date, the Participant 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 the last day of the calendar year. The Administrative 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.



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



     Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan.



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     Sysco Service. “Sysco Service” means service with Sysco or a Subsidiary for which the
Participant is awarded “credited service” under the Pension Plan for vesting purposes or would be
awarded “credited service” under the Pension Plan for vesting purposes if the Participant was
covered under the Pension Plan. For purposes of this definition, “Pension Plan” means the Sysco
Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and
any U.S. qualified defined benefit pension plan successor thereto.



     Termination. “Termination” means Separation from Service from Sysco and its
Subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, death or
Disability.



     Termination/Retirement Account. “Termination/Retirement Account” means that portion
of a Participant’s Account in the Deferred Compensation Ledger that has not been allocated to
In-Service Accounts.



     Treasury Regulations. “Treasury Regulations” means the Federal Income Tax
Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under
the Code, as such regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).



     Total Payments. “Total Payments” means all payments or benefits received or to be
received by a Participant in connection with a Change of Control of Sysco and the termination of
his employment under the terms of this Plan, the Sysco Corporation Supplemental Executive
Retirement Plan, 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.



     Unforeseeable Emergency. “Unforeseeable Emergency” shall have the meaning set forth
in Section 6.9.



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ARTICLE II




ELIGIBILITY AND FROZEN PARTICIPANTS



     2.1 Eligibility. All participants in the Management Incentive Plan, exclusive of any
participant whose compensation income from the Company is subject to taxation under the Canadian
income tax laws, shall be eligible to participate in this Plan. However, the Compensation
Committee retains the right to establish such additional eligibility requirements for participation
in this Plan as it may determine is appropriate or necessary from time to time and has the right to
determine, in its sole discretion, that any one or more persons who meet the eligibility
requirements shall not be eligible to participate for one or more Plan Years beginning after the
date they are notified of this decision by the Administrative Committee.



     2.2 Frozen Participants An active Participant shall have his participation frozen (a
“Frozen Participant”) as of the earliest of the date (a) he ceases to be a Participant in
the Management Incentive Plan, (ii) his compensation income from the Company is subject to taxation
under the Canadian income tax laws, (iii) he transfers from the Company to a non-participating
Subsidiary, or (iv) the Compensation Committee exercises its discretion under the last sentence of
Section 2.1. A Frozen Participant’s Deferral Elections for the Plan Year (for Bonus Deferrals) or
the calendar year (for Salary Deferrals) shall remain in effect until the end of the Plan Year or
calendar year, as applicable, in which such Participant becomes a Frozen Participant. A Frozen
Participant shall not be eligible to make Deferral Elections until such time as he again becomes
eligible to participate in the Plan, at which time any subsequent Deferral Elections shall be
subject to the rules of Sections 3.1 or 3.3, as applicable.



     2.3 Benefits Upon Re-employment. If a Participant, who as a result of a Separation
from Service or Disability is receiving or is eligible to receive a distribution of his Account
pursuant to Section 6.2, 6.3, or 6.4, is subsequently re-employed by Sysco or an Affiliate,
distributions shall commence as provided in Section 6.2, 6.3, or 6.4 without regard to his
re-employment, or in the case of a Participant receiving installment payments pursuant to Section
6.2 or 6.3 as of his re-employment date, such payments shall continue unchanged. A separate
Account shall be established by the Administrative Committee to account for any Deferrals or
Company Matches credited on behalf of the Participant, if any, following such Participant’s
re-employment.



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ARTICLE III




PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS



     3.1 Bonus Deferral Election. A Participant may elect, what, if any, percentage of his
MIP Bonus earned during a given Plan Year is to be deferred under this Plan (a “Bonus Deferral
Election”), and such percentage shall be designated by the Participant pursuant to such form as
approved by the Administrative Committee for this purpose (any such amount so deferred, a
“Bonus Deferral”). To be eligible to make a Bonus Deferral Election for a given Plan Year,
a Participant’s Eligibility Date must occur or have occurred on or before the first day of the Plan
Year to which such Bonus Deferral Election relates. To make a Bonus Deferral Election, a
Participant must complete, execute and file with the Administrative Committee a Bonus Deferral
Election form within the applicable deadlines set forth below. A Bonus Deferral Election shall
apply only with respect to the Plan Year specified in the Bonus Deferral Election form, and except
as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a
Bonus Deferral Election for such Plan Year. To be effective, a Participant’s Bonus Deferral
Election form must be received by the Administrative Committee within the period established by the
Administrative Committee for a given Plan Year, provided that such period ends no later than the
following times: (i) if the MIP Bonus qualifies as Performance Based Compensation (as applied on a
Participant-by-Participant basis), the date that is six (6) months before the end of the Plan Year
with respect to which such MIP Bonus is payable; or (ii) if the MIP Bonus does not qualify as
Performance Based Compensation, the last day of the Plan Year immediately preceding the Plan Year
with respect to which such MIP Bonus is payable. Prior to the period the Administrative Committee
establishes for each Participant to make his Bonus Deferral Election, the Administrative Committee
shall notify all eligible Participants of the maximum and minimum percentages of the MIP Bonus
earned during a given Plan Year that may be deferred. If the Administrative Committee does not
receive a Participant’s Bonus Deferral Election form within the period established for such purpose
by the Administrative Committee for such Plan Year, the Participant shall be deemed to have elected
not to make a Bonus Deferral Election for that Plan Year.



     3.2 Company Match. The Company shall award to each Participant who elects to defer a
portion of his MIP Bonus under this Plan an amount equal to fifteen percent (15%) of that portion
of the



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amount of the MIP Bonus deferred which is not in excess of twenty percent (20%) of his MIP
Bonus, for a maximum potential match by the Company of three percent (3%) of the Participant’s MIP
Bonus (any such amount so awarded, a “Company Match”). Notwithstanding anything herein or
otherwise to the contrary, in no event shall the calculation of the Company Match take into account
amounts deferred pursuant to Section 3.3.



     3.3 Salary Deferral Election. A Participant may elect to defer under this Plan all
or a portion of the Salary Compensation otherwise payable to the Participant by the Company (a
“Salary Deferral Election”), which amount shall be designated by the Participant pursuant
to such form as approved by the Administrative Committee for this purpose (any such amount so
deferred, a “Salary Deferral”). To make a Salary Deferral Election, a Participant must
complete, execute and file with the Administrative Committee a Salary Deferral Election form within
the applicable deadlines set forth below. A Salary Deferral Election shall apply only with respect
to the calendar year or portion thereof, specified in the Salary Deferral Election form, and,
except as provided in Section 3.5 hereof, shall be irrevocable after the applicable deadline for
making a Salary Deferral Election for such calendar year.



          (a) In General. To be effective, a Salary Deferral Election form must be received by
the Administrative Committee, within the period established by the Administrative Committee for a
given calendar year; provided that such period ends on or before December 31 of the year prior to
the calendar year for which the Salary Deferral Election is to be effective. If the Administrative
Committee fails to receive a Salary Deferral Election form from a Participant during the period
established by the Administrative Committee for such calendar year, the Participant shall be deemed
to have elected not to make a Salary Deferral Election for that calendar year.




          (b) Election for First Year as Participant. Notwithstanding the provisions of Section
3.3(a), in the calendar year in which a Participant first becomes eligible to participate in the
Plan, the Participant may make a Salary Deferral Election with respect to all or a portion of such
Participant’s Salary Compensation beginning with the payroll period next following the receipt of
the Participant’s Salary Deferral Election form; provided that such Salary Deferral Election form
is received by the
Administrative Committee on or before the 30th day following the Participant’s
Eligibility Date. If the Administrative Committee does not receive such Participant’s Salary
Deferral Election on or before the





-15-









 







30th day following the Participant’s Eligibility Date, the Participant shall be deemed
to have elected not to make a Salary Deferral Election for such calendar year. Salary Deferral
Elections by such a Participant for succeeding calendar years shall otherwise be made in accordance
with the provisions of Section 3.3(a).




          (c) Additional Rules and Procedures. The Administrative Committee shall have the
discretion to adopt such additional rules and procedures applicable to Salary Deferral Elections
that the Administrative Committee determines are necessary. By way of amplification and not
limitation, the Administrative Committee may require a Participant to pay or provide for payment of
cash to the Company, and/or take such other actions determined to be necessary where, as a result
of a Participant’s Salary Deferral Election, the compensation payable to a Participant currently is
less than such Participant’s tax withholding and other obligations. Notwithstanding the foregoing,
only the Compensation Committee shall have the authority to limit the amount of Salary Compensation
deferred by a Participant under this Plan for any calendar year.




     3.4 Discretionary Company Contributions. Notwithstanding anything to the contrary
contained herein, if authorized by the Compensation Committee, the Company, may, pursuant to a
written agreement approved by the Compensation Committee, cause the Company to make additional
contributions to a Participant’s Account. Any discretionary Company contributions made pursuant to
this Section 3.4 shall be credited to a Participant’s Termination/Retirement Account and shall be
paid at the earliest to occur of a Participant’s death, Disability, Retirement or Termination.
Unless otherwise expressly provided in such written agreement, such discretionary contributions by
the Company shall vest in accordance with the provisions of Section 5.2 of the Plan.



     3.5 Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable
Emergency. Notwithstanding anything to the contrary contained herein, if a Participant
requests a hardship withdrawal pursuant to Section 6.9, and the Administrative Committee determines
that such Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel
such Participant’s Deferral Elections in effect for such calendar year. Such election shall be made
in writing by the Participant in such form as the Administrative Committee determines from time to
time. In
addition, if a Participant receives a hardship distribution under a 401(k) plan sponsored by
the Company, all Deferral Elections in effect for the calendar year or Plan Year, as the case may
be, in which such hardship distribution is made shall be cancelled, and



-16-









 







such Participant may not
make additional Deferral Elections for at least six (6) months following the receipt of such
hardship distribution. Any subsequent Deferral Election shall be subject to the rules of Sections
3.1 or 3.3, as applicable.




-17-












 





ARTICLE IV




ACCOUNT



     4.1 Establishing a Participant’s Account. The Administrative Committee shall
establish an Account for each Participant in a Deferred Compensation Ledger which shall be
maintained by the Company. Each Account shall reflect the entire interest of the Participant in
the Plan.



     4.2 Credit of the Participant’s Bonus Deferral and the Company’s Match. Upon
completion of the Plan Year, the Administrative Committee shall determine, as soon as
administratively practicable, the amount of a Participant’s MIP Bonus that has been deferred for
that Plan Year and the amount of the Company Match that has been awarded to the Participant
pursuant to Section 3.2 and shall credit those amounts to the Participant’s Account in the Deferred
Compensation Ledger as of the July 1st coincident with or closest to the end of the Plan
Year for which the MIP Bonus was awarded.



     4.3 Credit of the Participant’s Salary Deferrals. The Participant’s Account in the
Deferred Compensation Ledger shall be credited with Salary Deferrals, on the same day of each month
on which cash compensation would otherwise have been paid to a Participant, with a dollar amount
equal to the total amount by which the Participant’s cash compensation for such month was reduced
in accordance with the Participant’s Salary Deferral Election.



     4.4 Deemed Investment of Deferrals. The credit balance of the Deferrals in the
Participant’s Account shall be deemed invested and reinvested from time to time in such Investments
as shall be designated by the Participant in accordance with the following:



          (a) Upon commencement of participation in the Plan, each Participant shall make a designation
of the Investments in which the Deferrals in such Participant’s Account will be deemed invested.
The Investments designated by a Participant shall be deemed to have been purchased on the date on
which the Deferrals are credited to the Participant’s Account, or if such day is not a Business
Day, on the first Business Day following such date. If a Participant has not made a designation of
Investments in which such
Participant’s Deferrals will be deemed invested, the credit balance of the Deferrals in the
Participant’s Account shall be deemed to be invested in the Default Investment.




-18-









 








          (b) At such times and under such procedures as the Administrative Committee shall designate,
each Participant shall have the right to (i) change the existing Investments in which the Deferrals
in such Participant’s Account are deemed invested by treating a portion of such Investments as
having been sold and the new Investments purchased (i.e., an investment transfer), and (ii) change
the Investments which are deemed purchased with future Deferrals credited to the Participant’s
Account.




          (c) In the case of any deemed purchase of an Investment, the Participant’s Account shall be
decreased by a dollar amount equal to the number of units of such Investment treated as purchased
multiplied by the per unit net asset value of such Investment as of such date or, if such date is
not a Business Day, on the first Business Day following such date, and shall be increased by the
number of units of such Investment treated as purchased. In the case of any deemed sale of an
Investment, the Participant’s Account shall be decreased by the number of units of such Investment
treated as sold, and shall be increased by a dollar amount equal to the number of units of such
Investment treated as sold multiplied by the net asset value of such Investment as of such date or,
if such date is not a Business Day, on the first Business Day following such date.




          (d) In no event shall the Company be under any obligation, as a result of any designation of
Investments made by Participants, to acquire any Investment assets, it being intended that the
designation of any Investment shall only affect the determination of the amounts ultimately paid to
a Participant.




          (e) In determining the amounts of all debits and credits to the Participant’s Account, the
Administrative Committee shall exercise its reasonable best judgment, and all such determinations
(in the absence of bad faith) shall be binding upon all Participants and their Beneficiaries. If
an error is discovered in the Participant’s Account, the Administrative Committee, in its sole and
absolute discretion, shall cause appropriate, equitable adjustments to be made as soon as
administratively practicable following the discovery of such error or omission.




     4.5 Crediting of Earnings on Deferrals Invested in the Default Investment. Earnings
will be credited on the portion of the Participant’s Account attributable to Deferrals invested (or
deemed
invested) by a Participant in the Default Investment in accordance with this Section 4.5. For
the portion of the Participant’s Account attributable to Deferrals invested (or deemed invested) in
the Default Investment as of the close of business on July 1, 2008 (including a Participant’s Bonus
Deferral for the fiscal year 2008 MIP Bonus), earnings credited to a Participant’s Account on or
after July 2, 2008 with respect to such



-19-









 




amounts will be credited at a per annum investment return
equal to the sum of (a) the investment return of the Default Investment, plus (b) one percent (1%).
For Deferrals credited to a Participant’s Account on or after July 2, 2008 and invested in the
Default Investment, and investment transfers into the Default Investment on or after July 2, 2008,
earnings credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts
will be credited at a per annum investment return equal to the investment return of the Default
Investment.




     4.6 Crediting of Interest on Company Match. Interest will be credited on the portion
of the Participant’s Account attributable to Company Matches in accordance with this Section 4.6.
For Company Matches credited to a Participant’s Account prior to July 2, 2008 (including the
Company Match attributable to a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus),
interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts
will be credited at a per annum interest rate equal to the sum of (a) the investment return of the
Default Investment, plus (b) one percent (1%). For Company Matches credited to a Participant’s
Account on or after July 2, 2008, interest credited to a Participant’s Account on or after July 2,
2008 with respect to such amounts will be credited at a per annum interest rate equal to the
investment return of the Default Investment. Interest on each Company Match shall be compounded
annually, but credited on a daily basis.



     4.7 Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of
Distribution.



          (a) Crediting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of
Distributions. The Participant’s Account shall continue to be credited or debited with
Investment earnings or losses until (i) with respect to distribution events other than In-Service
Distributions, the later to occur of (x) the date of the event giving rise to the
distribution; or (y) the last day of the month
preceding the month in which distributions will commence; and (ii) with respect to an
In-Service Distribution, the date that is three (3) weeks prior to the In-Service Distribution Date
with respect to such In-Service Distribution (the “Conversion Date”), at which time the
deemed Investments of the portion of the Participant’s Account attributable to Deferrals, other
than amounts invested in the Default Investment, shall be treated as sold and credited with a
dollar value in accordance with Section 4.4(c) and invested in the Default Investment. For the
period beginning on the Conversion Date and ending on the day immediately before the date on which
distributions commence, the portion of the Participant’s Account




-20-









 







attributable to Deferrals shall be
credited with earnings as provided in Section 4.5. For purposes of this Section 4.7(a), for the
period prior to the commencement of distributions, the portion of the Participant’s Account
attributable to Company Matches shall be credited with interest as provided in Section 4.6. As of
the close of business on the date immediately prior to the date distributions are to commence,
interest and Investment earnings shall no longer be credited to a Participant’s Account pursuant to
this Section 4.7(a) and interest shall be credited to the Participant’s Account as provided in
Section 4.7(b).




          (b) Crediting of Interest After Commencement of Installment Distributions. If any
portion of a Participant’s Account is to be paid pursuant to the Installment Distribution Option,
interest shall be credited to the declining balance of the portion of the Participant’s Account
subject to this Section 4.7(b), beginning on the day on which distributions commence and continuing
until the day immediately before the final installment distribution is paid. The interest crediting
rate for purposes of this Section 4.7(b) shall be determined as follows: (i) for events occurring
prior to July 2, 2008 that give rise to a distribution, the per annum interest rate equal to the
sum of (x) Moody’s as of the last day of the month that is two (2) months prior to the month during
which distributions are to commence; plus (y) one percent (1%); and (ii) for events occurring on or
after July 2, 2008 that give rise to a distribution, the per annum interest rate equal to Moody’s
as of the last day of the month that is two (2) months prior to the month during which
distributions are to commence.




          (c) Variable Investment Option. For Participants whose Retirement occurred prior to
July 2, 2008, and who elected the Variable Investment Option (as defined in the Current Plan), the
determination of the amount of each installment distribution and the crediting of Investment
earnings and losses during the period in which the Participant is receiving distributions shall be
governed by the terms of
the Current Plan, except that for purposes of determining the amount of Investment earnings
and losses credited to such Participant’s Account the terms of the Plan shall govern.





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ARTICLE V




VESTING



     5.1 Deferrals. The amount credited to a Participant’s Account attributable to
Deferrals, adjusted for deemed Investment earnings and losses pursuant to Sections 4.4 and 4.5,
shall be 100% vested at all times, except that deemed Investment earnings attributable to Deferrals
shall be subject to forfeiture under Sections 6.7 and 6.8.



     5.2 Company Match.



          (a) Each Company Match, together with interest accumulated on those matches pursuant to
Section 4.6, shall vest in accordance with the following schedule provided such Participant is at
least fifty-five (55) years of age and has fifteen (15) years of MIP Participation:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Participant’s Combined Full Years of Age	 	 
	Percentage	 	and Full Years of MIP Participation	 	Vested
	 	 	 	 	Less than 70
	 	 	0	%
	 	 	 	 	70
	 	 	50	%
	 	 	 	 	71
	 	 	55	%
	 	 	 	 	72
	 	 	60	%
	 	 	 	 	73
	 	 	65	%
	 	 	 	 	74
	 	 	70	%
	 	 	 	 	75
	 	 	75	%
	 	 	 	 	76
	 	 	80	%
	 	 	 	 	77
	 	 	85	%
	 	 	 	 	78
	 	 	90	%
	 	 	 	 	79
	 	 	95	%
	 	 	 	 	80 or more
	 	 	100	%






          (b) Notwithstanding the foregoing, each Company Match together with interest accumulated on
those matches pursuant to Section 4.6, shall automatically vest on the earlier to occur of (a) the
tenth (10th) anniversary of the date as of which the Company Match was credited to the
Participant’s Account, (b) the Participant attaining age 60, (c) the Participant’s death, (d) the
Participant’s Disability, or (e) a Change of Control.




          (c) Notwithstanding anything to the contrary contained herein, the Compensation Committee may,
within its sole discretion, accelerate vesting under this Section 5.2 when it determines that
specific situations warrant such action.




-22-









 








          (d) Vested Company Matches together with interest accumulated on those matches pursuant to
Section 4.6 shall be subject to forfeiture under Sections 6.7 and 6.8, and any applicable reduction
caused by the restriction set forth in Section 6.11.




ARTICLE VI




DISTRIBUTIONS



     6.1 Death. Upon the death of a Participant, the Participant’s Beneficiary or
Beneficiaries shall be paid the balance of the Participant’s Account in the Deferred Compensation
Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).



          Each Participant, upon making his initial deferral election, shall file with the
Administrative Committee a designation of one or more Beneficiaries to whom distributions otherwise
due the Participant shall be made in the event of the Participant’s death prior to the complete
distribution of the amount credited to his Account in the Deferred Compensation Ledger. The
designation shall be effective upon receipt by the Administrative Committee of a properly executed
form approved by the Administrative Committee for that purpose. 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. If there is no valid designation of Beneficiary
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 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 amounts due the Beneficiary from the Participant’s Account, the balance of the amount which
would have been paid to that Beneficiary shall, unless the Participant’s designation provides
otherwise, be distributed to the individual deceased 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. Any Beneficiary designation which designates any




-23-









 







person or entity other than the Participant’s spouse must be consented to in writing by the
Participant’s spouse in a form acceptable to the Administrative Committee in order to be effective.




     6.2 Disability. Upon the Disability of a Participant, the Participant shall be paid
the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the
distribution option selected by the Participant under Section 6.6(c).



     6.3 Retirement. Upon the Retirement of a Participant, the Participant shall be paid
the vested portion of such Participant’s Account in the Deferred Compensation Ledger pursuant to
the Distribution option selected by the Participant under Section 6.6(c). Any amounts not vested at
the time of such Participant’s Retirement shall be forfeited.



     6.4 Distributions Upon Termination. Upon a Participant’s Termination, the Participant
shall be paid the vested portion of such Participant’s Account in the Deferred Compensation Ledger
pursuant to the Lump Sum Distribution Option. Any amounts not vested at the time of such
Participant’s Termination shall be forfeited.



     6.5 In-Service Distributions. Each In-Service Distribution shall be paid in a lump
sum on the In-Service Distribution Date, or as soon as administratively practicable thereafter.
Notwithstanding a Participant’s election to receive an In-Service Distribution of some or all of
the Participant’s Account, if the Participant’s Retirement, Disability, death or Termination, as
applicable, occurs prior to any In-Service Distribution Date(s), the Participant’s remaining
In-Service Account balance(s) (after making any In-Service Distributions with respect to In-Service
Distribution Date(s) occurring prior to such Participant’s Retirement, death, Disability or
Termination but not otherwise paid) shall be distributed pursuant to the Plan’s provisions
regarding distributions upon Retirement, Disability, death or Termination, as applicable.



     6.6 Distribution Elections for Deferrals. Each Participant shall have the right to
elect, to revoke, or to change any prior election of the timing of payment or the form of
distribution at the time and under the rules established by the Administrative Committee, which
rules shall include and shall be limited by the provisions of this Section 6.6.



          (a) Initial Distribution Elections.




               (i) 
Death/Disability/Retirement Distribution Elections. A Participant may elect
different forms of distribution, as specified in Section 6.6(c), with respect to the distribution
events



-24-









 




described in Sections 6.1 (upon death), 6.2 (upon Disability) and 6.3 (upon Retirement). The
initial election of form of distribution with respect to a particular distribution event, if
received by the Administrative Committee in proper form prior to or concurrent with the time a
Participant first makes an affirmative Deferral Election under this Plan, shall be effective upon
receipt, and shall become irrevocable at the time a Participant first makes an affirmative Deferral
Election under this Plan. All elections of form of distribution, with respect to such distribution
events, made after the time a Participant first makes an affirmative Deferral Election under this
Plan must comply with the rules of Section 6.6(b).




               (ii) In-Service Distribution Elections. In connection with each Salary Deferral
Election and/or Bonus Deferral Election made for a given calendar year and/or Plan Year, a
Participant may elect to receive such Deferrals in a lump sum distribution at an In-Service
Distribution Date that is at least three (3) years after the end of the calendar year in which such
Salary Compensation or MIP Bonus would otherwise have been paid (an “In-Service Distribution
Election”); provided, however, that a Participant’s designation of an In-Service Distribution
Date with respect to a Bonus Deferral shall not apply to any Company Match associated with such
Bonus Deferral. For the avoidance of doubt, a vested Company Match shall only be payable in
connection with a distribution event described in Section 6.1 (upon death), 6.2 (upon Disability),
6.3 (upon Retirement), or 6.4 (upon Termination). Except as otherwise required by the
Administrative Committee, an In-Service Distribution Election may be made separately with respect
to each calendar year’s or Plan Year’s Salary Deferrals and/or Bonus Deferrals, and In-Service
Accounts shall be established accordingly. Any portion of a Deferral that is not credited to an
In-Service Account shall be credited to the Participant’s Termination/Retirement Account, which
credited amounts shall remain credited to the Participant’s Termination/Retirement Account until
such amounts have been distributed to the Participant or the Participant’s Beneficiary and may not
be later credited or reallocated to an In-Service Account.



          (b) Subsequent Elections. Any election, revocation, or change of election of form of
distribution with respect to distributions upon death, Disability and Retirement that a Participant
makes after he first makes an affirmative Deferral Election under this Plan; or change of election
of time of
payment with respect to In-Service Distributions (such elections, revocations and changes are
referred to collectively herein as “Subsequent Elections”) shall be effective only if the
requirements of this Section




-25-









 







6.6(b) are met. Subsequent Elections may be submitted to the
Administrative Committee from time to time in the form determined by the Administrative Committee
and shall be effective on the date that is twelve (12) months after the date on which such
Subsequent Election is received by the Administrative Committee. If an event giving rise to a
distribution occurs during the one-year period after a Subsequent Election is made, or if such
Subsequent Election does not meet the requirements of this Section 6.6(b), distributions under this
Plan shall be made pursuant to the Participant’s last effective election, revocation, or change
with respect to the event giving rise to the distribution. With respect to payments upon Retirement
or upon the occurrence of an In-Service Distribution Date, (i) the Subsequent Election must be
received by the Administrative Committee in proper form at least one year prior to such
Participant’s Retirement or the occurrence of an In-Service Distribution Date; and (ii) the first
payment pursuant to such Subsequent Election may not be made within the five-year period commencing
on the date such payment would have been made or commenced under the last effective election,
revocation, or change made by the Participant.




          (c) Distribution Options. The distribution options that may be selected by
Participants pursuant to this Section 6.6 are as follows:




               (i) Installment Distribution Option. If a Participant selects the “Installment
Distribution Option”, with respect to all or a portion of a Participant’s Account, except as
otherwise provided in this Section 6.6(c)(i), the Participant or the Participant’s Beneficiaries
shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which
this section applies in equal quarterly or annual (as selected by the Participant) installments of
principal and interest for a period of up to 20 years (as selected by the Participant).
Notwithstanding the foregoing, if the Participant forfeits all or a portion of his Account pursuant
to Section 6.7 (forfeiture for cause) or Section 6.8 (forfeiture for competition), the amount of
each installment of principal and interest shall be recalculated as of the date of any such
forfeiture taking into account the remaining amount due to the Participant and the remaining period
over which such Participant was to receive installment payments pursuant to this Section 6.6(c)(i).
Amounts distributed pursuant to the Installment Distribution Option shall be treated as a single
payment for purposes of the subsequent deferral election rules of Section 409A.



-26-









 





               (ii) Lump Sum Distribution Option. If the Participant selects the “Lump Sum
Distribution Option”, with respect to all or a portion of the Participant’s Account, the
Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s
Account in the Deferred Compensation Ledger to which this Section 6.6(c)(ii) applies, in a lump
sum.



               (iii) Combination Lump Sum and Installment Distribution Option. Participants may also
elect to have their Accounts distributed in part pursuant to the Lump Sum Distribution Option, and
the balance distributed pursuant to the Installment Distribution Option, by making the appropriate
designation on the form which the Administrative Committee has approved for this purpose. If a
Participant elects to have his Account distributed pursuant to this Section 6.6(c)(iii), the lump
sum payment shall be made at the time provided under Section 6.6(d) and the installment payments
shall commence upon the next applicable payment date (i.e., either quarterly or annually).



               (iv) Default Distribution Option. If a Participant does not have an effective
election as to the form of distribution on file with the Administrative Committee at the time
distributions to such Participant are to commence, the Participant shall be conclusively deemed to
have elected to receive the vested balance of such Participant’s Account pursuant to the
Installment Distribution Option annually over a period of fifteen (15) years (the “Default
Distribution Option”).



          (d) Commencement of Distributions. Distributions pursuant to this Section 6.6 shall
commence as soon as administratively feasible after the event giving rise to the distribution, but
not later than 90 days after the event giving rise to the distribution; provided, however, that in
the case of the death of the Participant, distributions shall not commence within the thirty (30)
day period following the Participant’s death; provided further, that, in the case of a Participant
who has made a Subsequent Election with respect to distributions upon Retirement or the occurrence
of an In-Service Distribution Date, distributions upon Retirement or the occurrence of an
In-Service Distribution Date shall not commence earlier than the time prescribed by Section 6.6(b);
provided further, that distributions to a Specified Employee that result from such Participant’s
Retirement or Termination shall not commence earlier than the date that is six (6) months after
such Specified Employee’s Retirement or Termination from the Company if such earlier commencement
would result in the imposition of tax under Section 409A. If distributions to a Participant are
delayed because of the six-month distribution delay described in the





-27-









 







immediately preceding
sentence, such distributions shall commence as soon as administratively feasible following the
end of such six-month period, but not later than thirty (30) days after the end of such six-month
period.




     6.7 Forfeiture For Cause.



          (a) Forfeiture on Account of Discharge. If the Administrative Committee finds, after
full consideration of the facts presented on behalf of both Sysco (or as applicable, a Subsidiary)
and a Participant, that the Participant was discharged by Sysco (or as applicable, 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 as applicable, a Subsidiary) which damaged Sysco
and/or any of its Subsidiaries, or (vi) disclosing trade secrets of Sysco and/or any of its
Subsidiaries ((i) through (vi) individually and collectively referred to as “Forfeiture
Event”), the entire amount credited to the Participant’s Account in the Deferred Compensation
Ledger as of the date of discharge, exclusive of the lesser of (a) the credit balance of the
Participant’s Account attributable to Deferrals of the Participant, without any adjustments for
deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, or (b) the credit
balance of the Participant’s Account attributable to Deferrals, taking into account the adjustments
for deemed Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, shall be forfeited
even though it may have been previously vested under Article V.




          (b) Forfeiture after Commencement of Distributions. If the Administrative Committee
finds, after full consideration of the facts presented on behalf of both Sysco (or as applicable, a
Subsidiary) and the Participant, that a Participant who has begun receiving distributions under
this Plan (other than In-Service Distributions) engaged in a Forfeiture Event during his employment
with Sysco (or as applicable, a Subsidiary) (even though the Participant was not discharged from
Sysco or a Subsidiary for such a Forfeiture Event), the Participant and/or Participant’s
Beneficiaries shall forfeit the entire amount credited to the Participant’s Account in the Deferred
Compensation Ledger exclusive of the lesser of (i) the credit balance of the Participant’s Account
attributable to Deferrals of the Participant, without any adjustments for deemed Investment
earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, or (ii) the credit balance of the
Participant’s Account attributable to Deferrals, taking into account the adjustments for






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deemed
Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, even though it may have been
previously vested under Article V. For purposes of determining the portion of the
Participant’s Account attributable to Deferrals, any distributions made to a Participant before the
date of determination shall be applied first to reduce the credit balance of the Participant’s
Account attributable to Deferrals (exclusive of any associated Investment earnings).




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




          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeiture
created by Sections 6.7(a) and 6.7(b), respectively, shall not apply to a 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 Forfeiture 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 7.7(e) below.




     6.8 Forfeiture for Competition.



          (a) Participant hereby recognizes that the Company would not be providing the valuable
benefits conferred by this Plan but for Participant’s willingness to provide certain
post-employment covenants designed to protect Sysco and its Subsidiaries’ valuable confidential
information, trade secrets and goodwill, including, without limitation, its valuable customer and
supplier relationships. By accepting the benefits provided by this Plan, Participant acknowledges
that Participant is engaging in an arms-length transaction of parties with equal bargaining power,
recognizing that Participant may refuse to accept the benefits provided by this Plan and
accordingly refuse to provide the covenants contained in this





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Section 6.8 without any impact on
Participant’s continued employment with Sysco (or, as applicable, any Subsidiary).




          (b) Participant shall forfeit all amounts otherwise due under this Plan, exclusive of the
lesser of (i) the credit balance of the Participant’s Account attributable to Deferrals of the
Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections
4.4, 4.5 and 4.7, or (ii) the credit balance of the Participant’s Account attributable to
Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant
to Sections 4.4, 4.5 and 4.7, if the Administrative Committee finds, after full consideration of
the facts, that Participant, at any time within five (5) years from Participant’s last day of
employment and without written consent of Sysco’s CEO or General Counsel, directly or indirectly
engages in any of the following acts: (1) provides services (regardless of whether as a director,
officer, employee, consultant or independent contractor) that are substantially the same as
provided to Sysco (or as applicable, any Subsidiary) of any business that competes with the
business of Sysco (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as of
Participant’s last day of employment) in any county where Sysco (or as applicable, any Subsidiary)
that employed Participant sold product as of the date of this Plan, provided that Participant also
worked in or had responsibility over such county or counties at any time during the last
twenty-four (24) months of Participant’s employment with Sysco (or, as applicable, any Subsidiary);
(2) solicits, entices or recruits for any business that competes with the business of Sysco (or, if
applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of
employment) any actual or prospective customer of Sysco (or as applicable, any Subsidiary) with
whom Participant had contact at any time during Participant’s employment; (3) solicits, entices or
recruits any employee of Sysco or any Subsidiary to leave such employment to join a competing
business; or (4) discloses any trade secret or item of confidential information of Sysco and/or any
Subsidiary to a competing business. For purposes of determining the portion of the Participant’s
Account attributable to Deferrals, any distributions made to a Participant before the date of
determination shall be applied first to reduce the credit balance of the Participant’s Account
attributable to Deferrals (exclusive of any associated Investment earnings).




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          (c) Notwithstanding the foregoing, the forfeiture created by this Section 6.8 shall not apply
to any Participant whose termination of employment from Sysco or a Subsidiary occurs during the
Change of Control Period.




     6.9 Hardship Withdrawals. Any Participant may request a hardship withdrawal to
satisfy an “Unforeseeable Emergency.” No hardship withdrawal can exceed the lesser of (i) the
amount of Deferrals credited to the Participant’s Account, or (ii) the amount reasonably necessary
to satisfy the Unforeseeable Emergency. Whether an Unforeseeable Emergency exists and the amount
reasonably needed to satisfy such need shall be determined by the Administrative Committee based
upon the evidence presented by the Participant and the rules established in this Section 6.9. If a
hardship withdrawal under this Section 6.9 is approved by the Administrative Committee, it shall be
paid within ten (10) days of the Administrative Committee’s determination. For purposes of this
Plan, an “Unforeseeable Emergency” means either: (i) a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse or of a
dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the
Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseeable
circumstance arising as a result of events beyond the control of the Participant, provided that in
each case the circumstances qualify as an “unforeseeable emergency” for purposes of Section 409A.
The circumstances that constitute a hardship shall depend upon the facts of each case, but, in any
case, amounts distributed with respect to an Unforeseeable Emergency shall not exceed the amount
necessary to satisfy such need plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such need is or may be
relieved: (a) through reimbursement or compensation by insurance or otherwise (other than
compensation that would otherwise be available to the Participant from either a tax-qualified plan
or another non-qualified deferred compensation plan (irrespective of whether such non-qualified
deferred compensation plan is subject to Section 409A of the Code)), (b) by liquidation of the
Participant’s assets, to the extent the liquidation of such assets will not itself cause severe
financial hardship, or (c) additional compensation that may be available to such Participant by
reason of a cancellation of deferrals under Section 3.5 of this Plan. Foreseeable needs for funds,
such as the need to send a Participant’s child to college or the desire to purchase a home, shall
not be considered to be an Unforeseeable Emergency.



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     6.10 Payments Upon Income Inclusion Under Section 409A. It is intended that the
provisions of this Plan shall comply fully with the requirements of Section 409A. In the event that
it is determined that some or all of the
provisions of this Plan do not comply with the requirements of Section 409A and a Participant
is required to include in income amounts otherwise deferred under this Plan as a result of
non-compliance with Section 409A, the Participant shall be entitled, upon request, to receive a
distribution from such Participant’s Account not to exceed the lesser of (i) the vested portion of
the Participant’s Account, or (ii) the amount required to be included in income as a result of the
failure of the Plan to comply with the requirements of Section 409A. Amounts distributable pursuant
to this Section 6.10 shall be distributed as soon as administratively feasible but no later than
ninety (90) days after the date of the determination that such provisions of the Plan do not comply
with the requirements of Section 409A.



     6.11 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, and a
reduction under the Sysco Corporation Supplemental Executive Retirement Plan (including the
Program) or any other non-qualified defined benefit or defined contribution plan sponsored by Sysco
or any Subsidiary (or any company for which the Participant worked that was acquired by Sysco or
any Subsidiary) and approved by the Administrative Committee, as applicable, is not sufficient to
cause all benefits paid under this Plan to be deductible (and/or not subject to the excise tax
under Section 4999 of the Code), then the benefits payable under this Plan shall be reduced until
no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the
benefits payable under this Plan have been reduced to an amount equal to the credit balance of the
Participant’s Account attributable to Deferrals, as adjusted for deemed Investment earnings and
losses pursuant to Sections 4.4 and 4.5. In determining this limitation: (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 will be taken into account, (b) no portion of the Total Payments which tax
counsel, selected by Sysco’s independent auditors and acceptable to the Participant and reasonably
acceptable to Sysco (“Tax



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Counsel”), determines not to constitute a “parachute payment”
within the meaning of Section 280G(b)(2) of
the Code will be taken into account (including, without limitation, amounts not treated as a
“parachute payment” as a result of the application of Section 280G(d)(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(d)(4)(B) of the Code will be treated as an “excess parachute
payment” in the manner provided by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit
or any deferred payment or benefit included in the Total Payments will be determined by Sysco’s
independent auditors in accordance with Sections 280G(b)(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 6.11, when it determines that specific situations warrant such action.




     6.12 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. It shall also calculate the
deductions from the amount of the benefit paid under the Plan for any taxes required to be withheld
by federal, state or local government and will cause them to be withheld.




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ARTICLE VII




ADMINISTRATION



     7.1 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 or its designee shall have the sole
discretion to remove any one or more Administrative Committee members and to appoint one or more
replacement or additional Administrative Committee members from time to time.



     7.2 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.



     7.3 Powers of the Administrative Committee. Except as provided under Section 7.8 or
unless otherwise reserved to the Compensation Committee, the Administrative Committee shall have
the exclusive responsibility for the general administration of the Plan according to the terms and
provisions of the Plan 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;




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




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




          (d) to designate the persons eligible to become Participants and to establish the
maximum and minimum amounts that may be elected to be deferred;




          (e) to determine all controversies relating to the administration of the Plan,
including but not limited to:




               (i) differences of opinion arising between the Company and a Participant in accordance
with Section 7.7, 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
judicial action; and



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



          (f) 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; and




          (g) to designate the investment options treated as Investments for purposes of this
Plan.




     7.4 Committee Discretion. The Administrative Committee (or, as applicable, the
Compensation Committee), in exercising any power or authority granted under this Plan, or in making
any determination under this Plan shall perform or refrain from performing those acts pursuant to
such authority using its sole discretion and judgment. By way of amplification and without
limiting the foregoing, the Company specifically intends that the Administrative Committee (or, as
applicable, the Compensation Committee) have the greatest possible discretion to construe the terms
of the Plan and to determine all questions concerning eligibility, participation and benefits. Any
decision made by the Administrative Committee (or, as applicable, the Compensation Committee) or
any refraining to act or any act taken by the Administrative Committee (or, as applicable, the
Compensation Committee) in good faith shall be final and binding on all parties. The
Administrative Committee’s (or, as applicable, the Compensation Committee’s) decisions shall never
be subject to de novo review. Notwithstanding the foregoing, the Administrative Committee’s (or,
as applicable, the Compensation Committee’s) decisions, refraining to act or acting is to be
subject to judicial review for those incidents occurring during the Plan Year in which a Change of
Control occurs and during the next three (3) succeeding Plan Years.



     7.5 Reimbursement of Expenses. The Administrative Committee shall serve without
compensation for its services but shall be reimbursed by Sysco for all expenses properly and
actually incurred in the performance of its duties under the Plan.



     7.6 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



-35-









 







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, except claims arising from gross negligence, willful neglect or
willful misconduct.



     7.7 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 (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 of or
timing of payment of a benefit affected by a Change of Control shall be governed by Section
7.3(e)(i). Such written request must set forth the Claimant’s claim and must be addressed to the
Administrative Committee at Sysco’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
one hundred eighty (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 Sysco’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 one
hundred eighty (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.




-36-









 








          (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.




          (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 7.7 shall be a mandatory precondition to commencement of any arbitration
proceeding in connection with the Plan by a person claiming rights under the Plan or by another
person claiming rights through such a person. The Administrative Committee may, in its sole
discretion, waive the procedures described in this Section 7.7 as a mandatory precondition to such
an action.




          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to this
Plan, including, without limitation, any benefit allegedly due under this Plan or that is the
subject of any forfeiture decision under this Plan, 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 Sysco 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 Participant



-37-









 






acknowledges that Sysco is organized under the laws of the State of
Delaware. The decision of the arbitrator shall be final and binding on both parties.




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



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ARTICLE VIII




ADOPTION BY SUBSIDIARIES



     8.1 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 the Plan shall be exercised by the Board of Directors of Sysco, the 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. 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.



     8.2 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 any
Subsidiary shall not, however, affect the rights of any Participant who is working or has worked
for the Subsidiary as to amounts previously standing to his credit in his Account in the Deferred
Compensation Ledger, including, without limitation, all of the Participant’s rights pursuant to
Sections 4.4, 4.5 and 4.6 with respect to amounts deferred by him and matched by the Company and
credited to his Account, prior to the distribution of those funds to the Participant, without his
consent.



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ARTICLE IX




AMENDMENT AND/OR TERMINATION



     9.1 Amendment or Termination of the Plan. Except as otherwise provided in this
Section 9.1, the Compensation Committee may amend or terminate this Plan at any time by an
instrument in writing without the consent of any adopting Subsidiary. Notwithstanding the
foregoing, in no event shall the Plan be terminated during the two (2) year period following a
Change of Control.



     9.2 No Retroactive Effect on Awarded Benefits. Absent a Participant’s prior consent,
no amendment shall:



          (a) affect the amounts then standing to his credit in his Account in the Deferred Compensation
Ledger;




          (b) change the rate of or method of calculating interest to accrue in the future on Company
Matches credited to a Participant’s Account prior to July 2, 2008;




          (c) change a Participant’s rights under any provision relating to a Change of Control after a
Change of Control has occurred.



However, the Compensation Committee shall retain the right at any time to (i) change in any manner
the method of calculating Investment earnings and losses effective from and after the date of the
amendment on the Participant’s Deferrals, and (ii) change the rate of or method of calculating
interest, effective from and after the date of the amendment, to accrue on Company Matches credited
to a Participant’s Account on or after July 2, 2008, if in both cases the amendment has been
announced to the Participants.




     9.3 Effect of Termination. Upon termination of the Plan, the following provisions of
this Section 9.3 shall apply:



          (a) No additional amounts shall be credited to any Participant’s Account in the Deferred
Compensation Ledger, to the extent such amounts relate to salaries or bonuses earned on or after
the effective date of the Plan’s termination.




          (b) The Compensation Committe may, in its sole discretion, authorize distributions of the
vested balance of the Participants’ Accounts in the Deferred Compensation Ledger to Participants as
a result of the Plan’s termination; provided that:




-40-









 








               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated
with this Plan under Section 1.409A-1(c) of the Treasury Regulations, if the Participant
participated in such arrangements are terminated;



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



               (iii) All distributions of amounts deferred under the Plan and any other vested amounts are
paid within twenty-four (24) months of the termination of the Plan; and



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



          (c) Except as otherwise provided in Sections 9.3(a) and (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 until all Participant Account balances have been distributed pursuant to the
terms of the Plan; (ii) a Participant shall continue to be entitled to a distribution of his
Account only if he meets the distribution requirements set forth in Article 6 hereof; (iii) the
forfeiture provisions of Sections 6.7 and 6.8, and the restrictions set out in Section 6.11 shall
continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’s
Account solely as a result of the Plan’s termination in accordance with the terms of this Article
IX.





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ARTICLE X




FUNDING



     10.1 Payments Under This Plan are the Obligation of the Company. The Company shall
pay the benefits due the Participants under this Plan; however should it fail to do so when a
benefit is due, 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. 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.



     10.2 Plan Obligations May be Funded Through 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, 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. 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 and the trust agreement governing the trust.
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 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 must specifically set out these principles so it is
clear in that trust agreement that the Participants in this Plan are only unsecured general
creditors of the Company in relation to their benefits under this Plan.



     10.3 Reversion of Excess Assets. Any Company may, at any time, request the record
keeper for the Plan to determine the present Account balance, assuming the Account balance to be
fully vested and taking into account credits and debits arising from deemed Investment earnings and
losses credited interest pursuant to Article IV, as of the month end coincident with or next
preceding the request, of all Participants and Beneficiaries of deceased Participants
for which the Company is or will be obligated to make payments under this Plan. If the fair
market value of the assets held in the trust, as determined by the Trustee as of



-42-









 







that same date,
exceeds the total of the Account balances of all Participants and Beneficiaries by 25%, any Company
may direct the trustee to return to each Company its proportionate part of the assets which are in
excess of 125% of the Account balances. Each Company’s share, of the excess assets will be the
Participants’ Accounts earned while in the employ of that Company as compared to the total of the
Account balances earned by all Participants under the Plan times the excess assets. If there has
been a Change of Control, for the purpose of determining if there are excess funds, all
contributions made prior to the Change of Control will 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.



     10.4 Participants Must Rely Only on General Credit of the Company. It is also
specifically recognized by both the Company and the Participants that this Plan is only a general
corporate commitment and that each Participant must rely upon the general credit of the Company for
the fulfillment of its obligations under this Plan. Under all circumstances the rights of
Participants to any asset held by the Company will be no greater than the rights expressed in this
Plan. Nothing contained in this Plan will constitute a guarantee by the Company that the assets of
the Company shall be sufficient to pay any benefits under this Plan or would place the Participant
in a secured position ahead of general creditors of the Company. Though the Company may establish
or become a signatory to a Rabbi Trust, as indicated in Section 10.2, to accumulate assets to
fulfill its obligations, the Plan and any such trust will not create any lien, claim, encumbrance,
right, title or other interest of any kind whatsoever in any Participant in any asset held by the
Company, contributed to any such trust or otherwise designated to be used for payment of any of its
obligations created in this Plan. No policy or other specific asset of the Company has been or
will be set aside, or will in any way be transferred to the trust or will be pledged in any way for
the performance of the Company’s obligations under this Plan which would remove the policy or asset
from being subject to the general creditors of the Company.



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ARTICLE XI




MISCELLANEOUS



     11.1 Limitation of Rights. Nothing in this Plan shall be construed:



          (a) to give any employee of any Company any right to be designated a Participant in the Plan;




          (b) to give a Participant any right with respect to the compensation deferred, the Company
Match, the deemed Investment earnings and losses, or the interest credited in the Deferred
Compensation Ledger except in accordance with the terms of this Plan;




          (c) to limit in any way the right of the Company to terminate a Participant’s employment with
the Company at any time;




          (d) to evidence any agreement or understanding, expressed or implied, that the Company shall
employ a Participant in any particular position or for any particular remuneration; or




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




     11.2 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.



     11.3 Non-alienation of Benefits. No right or benefit provided in this Plan shall be
transferable by the Participant except, upon his death, to a named Beneficiary as provided in this
Plan. No right or benefit under this Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same will be void. No right or benefit under this Plan shall in
any manner be liable for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. 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, that right or
benefit shall, in the discretion of the Administrative Committee, cease. In that event, the
Administrative Committee may have the Company hold or apply the right or benefit or



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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.



     11.4 Reliance Upon Information. No member of either the Administrative Committee or
the Compensation Committee shall be liable for any decision or action taken in good faith in
connection with the administration of this Plan. Without limiting the generality of the foregoing,
any decision or action taken by the Administrative Committee or the Compensation Committee when it
relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the
Company’s independent accountants or other advisors in connection with the administration of this
Plan shall be deemed to have been taken in good faith.



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



     11.6 Notice. Any notice or filing required or permitted to be given to the
Administrative Committee or a Participant shall be sufficient if submitted 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.



     11.7 Gender and Number. If the context requires it, words of one gender when used in
this Plan will include the other genders, and words used in the singular or plural will include the
other.



     11.8 Governing Law and Exclusive Jurisdiction. The Plan shall be construed,
administered and governed in all respects by the laws of the State of Delaware. Consistent with
Section 7.7(e) of this Plan, Participant and the Company agree that the sole and exclusive
jurisdiction for any dispute under this Plan 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.



     11.9 Effective Date. This Plan will be operative and effective on August 27, 2010.



     11.10 Compliance with Section 409A of the Code. The Plan (i) is intended to comply
with, (ii) shall be interpreted and its provisions shall be applied in a manner that is consistent
with, and (iii) shall



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have any ambiguities therein interpreted, to the extent possible, in a manner
that complies with Section 409A.



     IN WITNESS WHEREOF, the Company 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 	 



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EXHIBIT “A”




SIXTH AMENDED AND RESTATED 

SYSCO CORPORATION 

EXECUTIVE DEFERRED COMPENSATION PLAN



INVESTMENT OPTIONS




     The following are the “Investments” that are available under the Sixth Amended and Restated
Sysco Corporation Executive Deferred Compensation Plan:



	 	 	 
	Option	 	Sub-Advisor/Manager
	Equity Income Trust

	 	T. Rowe Price Associates, Inc.
	500 Index B Trust

	 	MFC Global Investment Management USA Ltd.
	Mid-Value Trust

	 	T. Rowe Price Associates, Inc.
	JHT International Value

	 	Templeton Global Advisors Limited
	Small Cap Value Trust

	 	Wellington Management Company LLC
	Brandes International Equity Fund

	 	Brandes Investment Partners, LP
	Frontier Capital Appreciation

	 	Frontier Capital Management, LLC
	Bond Index B Trust

	 	Declaration Management & Research LLC






     Default Investment



     Moody’s Average Corporate Bond Yield calculated as described in the definition of Default
Investment.




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