exv10w7






Exhibit 10.7




SYSCO CORPORATION

2007 STOCK INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




     Sysco Corporation (the “Company” or “Sysco”) hereby grants to ___[name]___ (the
“Grantee”) _[##]_ Restricted Stock Units representing the right to receive on a
one-for-one basis, shares of Stock of the Company, pursuant to and subject to the provisions of the
Sysco Corporation 2007 Stock Incentive Plan, as amended from time to time (the “Plan”), and
to the Terms and Conditions of Award (the “Terms and Conditions”) set forth on Exhibit
A to this Restricted Stock Unit Award Agreement (this “Agreement”) both of which are
incorporated herein by this reference. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Plan.



     The Restricted Stock Units subject to this Agreement shall vest (and become non-forfeitable)
according to the following schedule, subject to any acceleration provisions contained in the Plan
or otherwise set forth in this Agreement (each date on which Restricted Stock Units vest pursuant
to the following schedule, a “Vesting Date”):



	 	 	 
	Restricted Stock Units	 	Vesting Date
	                    

	 	                    , 20___ [first anniversary of date of grant]
	                    

	 	                    , 20___ [second anniversary of date of grant]
	                    

	 	                    , 20___ [third anniversary of date of grant]





By accepting this Award, Grantee accepts and agrees to be bound by all of the terms and conditions
of the Plan, this Agreement, including the Terms and Conditions, attached hereto as Exhibit
A, all of which are made a part of this document. Grantee further acknowledges receipt of the
Plan and the Plan Prospectus dated                     , 20___, which contains important information,
including a discussion of the federal income tax consequences of a grant of Restricted Stock Units,
and Sysco’s 20___ Annual Report to Shareholders. In the event of any conflict between the terms of
this Agreement and the Plan, the Plan will control.




Grant Date:                     , 20___.



	 	 	 	 	 
	 

	 	SYSCO CORPORATION
	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 





TERMS AND CONDITIONS OF AWARD




     Please carefully review all provisions of the Plan. In addition to the conditions set forth
in the Plan, your Award is subject to the following terms and conditions:



     1. Grant. The Company hereby grants to the Grantee an Award of Restricted Stock Units
effective as of the Grant Date, subject to all of the terms and conditions in this Agreement and
the Plan, which is incorporated herein by this reference. In the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and
conditions of the Plan will prevail.



     2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to
receive one (1) share of Stock on the date it vests (or at such later time as indicated in this
Agreement). Unless and until the Restricted Stock Units will have vested in the manner set forth
in Section 3 of this Agreement, Grantee will have no right to payment of shares of Stock with
respect to any such Restricted Stock Units. Prior to actual payment of any shares of Stock with
respect to any vested Restricted Stock Units, or Dividend Equivalents (as defined herein), if any,
such Restricted Stock Units and Dividend Equivalents, if any, will represent an unfunded, unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company.



     3. Vesting. Subject to Section 4, the Restricted Stock Units awarded pursuant to this
Agreement will vest in the Grantee according to the vesting schedule set forth on the first page of
this Agreement, subject to the Grantee’s continued service with the Company or one of its
Subsidiaries or Affiliated Companies through each applicable Vesting Date. Notwithstanding the
foregoing, provided that the Grantee has been in continuous service with the Company or one of its
Subsidiaries or Affiliated Companies since the Grant Date through the date of termination of his or
her employment, (a) all Restricted Stock Units subject to this Award shall remain in effect and
continue to vest according to the vesting schedule set forth on the first page of this Agreement,
irrespective of the continuous service limitations set forth in the first sentence of this Section
3, upon the occurrence of (i) the Grantee’s termination of employment by reason of retirement in
good standing with the Company or (ii) the Grantee’s Disability, and (b) all Restricted Stock Units
subject to this Award shall immediately vest, irrespective of the continuous service limitations
set forth in the first sentence of this Section 3, upon the occurrence of (i) a Change in Control
of the Company or (ii) the Grantee’s termination of employment by reason of death. For purposes of
this Agreement, “Disability” means that the Grantee has been determined by the Social Security
Administration to be totally disabled.



     4. Forfeiture of Unvested Awards upon Termination of Employment other than Upon Death,
Disability or Retirement in Good Standing. If the Grantee’s employment with the Company or one
of its Subsidiaries or Affiliated Companies is voluntarily or involuntarily terminated for any
reason other than death, Disability or retirement in good standing from Sysco prior to an
applicable Vesting Date, then any unvested Restricted Stock Units granted pursuant to this Award
Agreement, will be



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forfeited and cancelled at no cost to the Company as of the date of Grantee’s termination of
employment for a reason other than death, Disability or retirement in good standing from Sysco, and
the Grantee shall have no further rights hereunder with respect to such unvested Restricted Stock
Units.



     5. Time of Payment.



          (a) Payment after Vesting. Except as otherwise provided in this Section 5 and subject
to Section 7, any Restricted Stock Units that vest in accordance with Section 3 shall be paid to
the Grantee (or in the event of the Grantee’s death, to Grantee’s estate), in whole shares of Stock
within thirty (30) days after the date on which such Restricted Stock Units vest or as soon as
administratively practicable thereafter, but in no event later than the date that is two and
one-half months following the later of (i) the end of the Company’s taxable year; or (ii) the end of the Grantee’s taxable year that
includes the vesting date. Notwithstanding anything in the Plan or this Agreement to the contrary,
payment to the Grantee of Stock upon the vesting of a Restricted Stock Unit shall be delayed, to
the extent required by Section 409A of the Code.




          (b) Accelerated Vesting Upon a Change of Control of Sysco. If the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award
is accelerated upon a Change of Control of Sysco, and such Change of Control is not a “change in
the ownership or effective control” or “change in the ownership of a substantial portion of the
assets” of Sysco within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, then
such accelerated Restricted Stock Units shall not be paid until the applicable Vesting Date of such
Restricted Stock Units, as set forth on the first page of this Agreement, or if earlier, the date
of the Grantee’s death, Disability or “separation from service” within the meaning of Section 409A
of the Code from Sysco (a “Separation from Service”); provided however, that if the payment
pursuant to this Section 5(b) is to be made upon Grantee’s Separation from Service and as of the
date of Grantee’s Separation from Service Grantee is a “specified employee” within the meaning of
Section 409A of the Code then payment of the shares of Stock with respect to the Restricted Stock
Units subject to this Section 5(b) shall not be made until the date that is six (6) months and one
day following the date of the Participant’s Separation from Service if earlier payment would result
in the imposition of the additional tax under Section 409A of the Code.




     6. Dividend Equivalents. In the event that Sysco sets a record date for the payment
of a dividend on its Stock from the date of this Agreement until the Award is fully vested, Grantee
shall be entitled to receive with respect to the Restricted Stock Units, dividend equivalent
amounts equal to the regular cash dividend payable to holders of the Company’s Stock (to the extent
regular quarterly cash dividends are paid) as if the Grantee were an actual shareholder with
respect to the number of shares of Stock equal to Grantee’s outstanding Restricted Stock Units
(whether vested or unvested) (the “Dividend Equivalents”). Grantee’s right to Dividend
Equivalents shall cease upon forfeiture or payment of the Restricted Stock Units pursuant to
Section 4 or 5, as applicable. The aggregate amount of such Dividend Equivalents shall be held by
the



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Company, without interest thereon, shall vest and be paid to the Grantee at the same time as
the Restricted Stock Units to which such Dividend Equivalents relate vest and are paid in
accordance with Sections 3 and 5. Dividend Equivalents paid on vested (but unpaid) Restricted
Stock Units shall be paid at the same time as dividends paid to the holders of Company Stock.



     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no
certificate representing shares of Stock will be issued to the Grantee (or amounts paid with
respect to Dividend Equivalents, if any), unless and until satisfactory arrangements (as determined
by the Committee) will have been made by the Grantee with respect to the payment of Federal, state,
local or foreign income, employment and other taxes which the Committee determines must be withheld
(“Tax Related Items”) with respect to the shares of Stock so issuable (or amounts to be
paid with respect to Dividend Equivalents, if any). The Committee hereby allows Grantee, pursuant
to such procedures as the Committee may specify from time to time, to satisfy such Tax Related
Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash;
(b) electing to have the Company (or any Subsidiary or Affiliated Company) withhold otherwise
deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items
required to be withheld; or (c) electing to have the Company (or any Subsidiary or Affiliated
Company) withhold any amount of Tax Related Items from any wages or other cash compensation payable
to Grantee by the Company (including, if applicable, any amounts paid with respect to Dividend
Equivalents). If the obligation for Tax Related Items is satisfied by withholding a number of
shares of Stock as described above, Grantee will be deemed to have been issued the full number of
shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the
shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a
result of any aspect of the Restricted Stock Units. If the Grantee fails to make satisfactory
arrangements for the payment of the Tax Related Items at the time any applicable Restricted Stock
Units (and corresponding Dividend Equivalents, if any) are scheduled to vest, the Grantee will
permanently forfeit such Restricted Stock Units (and Dividend Equivalents, if any) and no shares of
Stock will be issued to Grantee pursuant to them.



     8. Restrictions on Transfer and Pledge. No right or interest of Grantee in the
Restricted Stock Units or in any Dividend Equivalents may be pledged, encumbered, or hypothecated
or be made subject to any lien, obligation or liability of Grantee to any other party other than as
provided in Section 7. Neither the Restricted Stock Units nor any accumulated Dividend
Equivalents may be sold, assigned, transferred or otherwise disposed of by Grantee other than by
will or the laws of descent and distribution.



     9. Limitation of Rights. The Restricted Stock Units do not confer upon Grantee or
Grantee’s beneficiary, executors or administrators any rights of a stockholder of the Company
unless and until shares of Stock are in fact issued to such person in connection with the
Restricted Stock Units. This Award is not a promise that additional Awards will be made to the
Grantee in the future.



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     10. Not an Employment Agreement. By accepting this Award, Grantee acknowledges and
agrees that nothing in this Agreement (a) shall be deemed an offer of employment to Grantee; (b)
shall interfere with or limit in any way the right of the Company, any Subsidiary or Affiliated
Company to terminate Grantee’s employment at any time, or (c) shall confer upon Grantee any right
to continue in employment of the Company, any Subsidiary or Affiliated Company.



     11. Notices. All notices delivered pursuant to this Agreement shall be in writing and
shall be (a) delivered by hand, (b) mailed by United States certified mail, return receipt
requested, postage prepaid, or (c) sent by an internationally recognized courier which maintains
evidence of delivery and receipt. All notices or other communications shall be directed to the
following addresses (or to such other addresses as such parties may designate by notice to the
other parties):



	 	 	 	 	 
	 

	 	To Sysco:
	 	Sysco Corporation
	 

	 	 	 	1390 Enclave Parkway
	 

	 	 	 	Houston, TX 77077-2099
	 

	 	 	 	Attention: Michael C. Nichols
	 
	 	 	 	 
	 

	 	To Grantee:
	 	The address on file for employee in Sysco’s records






     12. Miscellaneous.



          (a) No Waiver. Failure by Grantee or Sysco at any time or times to require performance
by the other of any provisions in the Agreement will not affect the right to enforce those
provisions. Any waiver by Grantee or Sysco of any conditions or of any breach of any term or
provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall
apply only to that instance and will not be deemed to waive conditions or breaches in the future.




          (b) Severability. If any court of competent jurisdiction holds that any term or
provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will
continue in full force and effect, and this Agreement shall be deemed to be amended automatically
to exclude the offending provision.




          (c) Governing Law. This Agreement shall be subject to and governed by the laws of the
State of Texas.




          (d) Amendments or Modifications. No change or modification of this Agreement shall be
valid unless it is in writing and signed by the party against which enforcement is sought, except
where specifically provided to the contrary herein.




          (e) Successors and Assigns. This Agreement shall be binding upon, and inure to the
benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the
parties hereto.




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          (f) Headings. The headings of each section of this Agreement are for convenience only.




          (g) Section 409A. This Agreement and the Restricted Stock Units, including Dividend
Equivalents, if any, granted hereunder are intended to comply with, or otherwise be exempt from
Section 409A of the Code. This Agreement and the Restricted Stock Units, including Dividend
Equivalents, if any, shall be administered, interpreted and construed in a manner consistent with
such Code section. Should any provision of this Agreement or the Restricted Stock Units, including
Dividend Equivalents, if any, be found not to comply with, or otherwise be exempt from, the
provisions of Section 409A of the Code, it shall be modified and given effect, in the sole
discretion of the Committee and without requiring your consent (notwithstanding the provisions of
Section 12(d)), in such manner as the Committee determines to be necessary or appropriate to comply
with, or effectuate an exemption from, Section 409A of the Code. Each amount payable under this
Agreement as a payment upon vesting of a Restricted Stock Unit, including Dividend Equivalents, if
any, is designated as a separate identified payment for purposes of Section 409A of the Code.




          (h) Entire Agreement. This Agreement, together with the Plan, contains the entire
agreement of the parties hereto, and no representation, inducement, promise, or agreement or other
similar understanding between the parties not embodied herein shall be of any force or effect, and
no party will be liable or bound in any manner for any warranty, representation, or covenant except
as specifically set forth herein or in the Plan.





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