exv10w2






Exhibit 10.2




FIRST AMENDED AND RESTATED




SYSCO CORPORATION




2008 CASH PERFORMANCE UNIT PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I Purpose of the Plan
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE III Participation
	 	 	5	 
	3.1 Designation of Participants
	 	 	5	 
	3.2 Awards
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV Determination of Performance Goals
	 	 	6	 
	4.1 Performance Period Determinations
	 	 	6	 
	4.2 Performance Goals
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V Payment
	 	 	7	 
	5.1 Determination of Performance
	 	 	7	 
	5.2 Determination of Payment Amount
	 	 	7	 
	5.3 Payment of Payment Amount
	 	 	7	 
	5.4 Overall Limitation Applicable to Covered Employees
	 	 	7	 
	5.5 Clawback of Payment Amount
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI Termination of Employment
	 	 	7	 
	6.1 In General
	 	 	7	 
	6.2 Retirement
	 	 	8	 
	6.3 Death
	 	 	8	 
	6.4 Disability
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VII Change of Control
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VIII Administration
	 	 	9	 
	8.1 In General
	 	 	9	 
	8.2 Limitation of Liability
	 	 	10	 
	8.3 Compliance with Section 409A
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IX Term; Withdrawal or Amendment
	 	 	10	 
	9.1 Effective Date and Term
	 	 	10	 
	9.2 Withdrawal or Amendment
	 	 	10	 
	 
	 	 	 	 
	ARTICLE X Miscellaneous
	 	 	10	 
	10.1 Beneficiaries
	 	 	10	 
	10.2 Awards Non-Transferable
	 	 	11	 
	10.3 Withholding for Taxes
	 	 	11	 
	10.4 Plan Funding
	 	 	11	 
	10.5 No Contract of Employment
	 	 	11	 
	10.6 No Right to Participate
	 	 	11	 
	10.7 Facilitation of Payments
	 	 	11	 
	10.8 Addresses; Missing Recipients
	 	 	11	 
	10.9 Governing Law
	 	 	12	 
	10.10 Successors
	 	 	12	 
	10.11 Third Parties
	 	 	12	 
	10.12 Headings
	 	 	12	 






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FIRST AMENDED AND RESTATED

SYSCO CORPORATION

2008 CASH PERFORMANCE UNIT PLAN




     WHEREAS, Sysco Corporation (the “Company”), with the approval of the shareholders, adopted
that certain Sysco Corporation 2008 Cash Performance Unit Plan, effective as of September 4, 2009
(the “Current Plan”);



     WHEREAS, pursuant to Section 9.2 of the Current Plan, the Board of Directors or the Committee
may amend the Current Plan by an instrument in writing;



     WHEREAS, the Committee has determined that it is in the best interests of the Company and its
stockholders to amend and restate the Current Plan, effective as of September 24, 2009, by (i)
providing for a reduction in the number of Units (as defined herein) under an Award (as defined
herein) if a Participant retires prior to the end of an applicable Performance Period; (ii)
modifying the method for determining the number of Units forfeited upon the death of a Participant
during a Performance Period and the timing of such payment; (iii) reducing the Payment Amount to a
Participant following a Change of Control of the Company; and (iv) adding the Company’s clawback
policy.



     NOW, THEREFORE, the Company hereby adopts the First Amended and Restated Sysco Corporation
2008 Cash Performance Unit Plan, effective as of September 24, 2009, as follows:



 









 





FIRST AMENDED AND RESTATED

SYSCO CORPORATION

2008 CASH PERFORMANCE UNIT PLAN




ARTICLE I




Purpose of the Plan




     The purpose of the Plan is to increase stockholder value and to advance the interests of the
Company and its Subsidiaries by providing financial incentives designed to attract, retain and
motivate key employees of the Company.



ARTICLE II




Definitions




     When used in the Plan, the following terms shall have the following meanings:



     “Award” shall mean the determination by the Committee that a Participant should receive a
given number of Performance Units, as evidenced by a document of notification given to a
Participant at the time of such determination.



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



     “Change of Control” means the occurrence of one or more events described in paragraphs (i)
through (iii), below.



          (i) Change in Ownership of the Company. A change in the ownership of the Company shall occur
on the date that any one person, or more than one person acting as a group (within the meaning of
paragraph (iv)), acquires ownership of Company stock that, together with Company stock held by such
person or group, constitutes more than 50% of the total fair market value or total voting power of
the stock of the Company.




               (A) If any one person or more than one person acting as a group (within the meaning of
paragraph (iv)) is considered to own more than 50% of the total fair market value or total voting
power of the stock of the Company, the acquisition of additional Company stock by such person or
persons shall not be considered to cause a change in the ownership of the Company or to cause a
change in the effective control of the Company (within the meaning of paragraph (ii) below).



               (B) An increase in the percentage of Company stock owned by any one person, or persons acting
as a group (within the meaning of paragraph (iv)), as a result of a transaction in which the
Company acquires its stock in exchange for property, shall be treated as an acquisition of stock
for purposes of this paragraph (i).



               (C) The provisions of this paragraph (i) shall apply only to the transfer or issuance of
Company stock if such Company stock remains outstanding after such transfer or issuance.



          (ii) Change in Effective Control of the Company.




               (A) A
change in the effective control of the Company shall occur on the date that either of (1) or (2) below occurs:



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                    (1) Any one person, or more than one person acting as a group (within the meaning of paragraph
(iv)), acquires (or has acquired during the twelve (12) month period ending on the date of the most
recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or
more of the total voting power of the stock of the Company; or



                    (2) A majority of members of the Board is replaced during any twelve (12) month period by
directors whose appointment or election is not endorsed by a majority of the Board prior to the
date of the appointment or election.



               (B) A change in effective control of the Company also may occur with respect to any
transaction in which either of the Company or the other corporation involved in a transaction
experiences a Change of Control event described in paragraphs (i) or (iii).



               (C) If any one person, or more than one person acting as a group (within the meaning of
paragraph (iv)), is considered to effectively control the Company (within the meaning of this
paragraph (ii)), the acquisition of additional control of the Company by the same person or persons
shall not be considered to cause a change in the effective control of the Company (or to cause a
change in the ownership of the Company within the meaning of paragraph (i)).



          (iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the
ownership of a substantial portion of the Company’s assets shall occur on the date that any one
person, or more than one person acting as a group (within the meaning of paragraph (iv)), acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a total gross fair market
value (within the meaning of paragraph (iii)(B)) equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately prior to such acquisition or
acquisitions.




               (A) A transfer of the Company’s assets shall not be treated as a change in the ownership of
such assets if the assets are transferred to one or more of the following:



                    (1) A shareholder of the Company (immediately before the asset transfer) in exchange for or
with respect to the Company stock;



                    (2) An entity, 50% or more of the total value or voting power of which is owned, directly or
indirectly, by the Company;



                    (3) A person, or more than one person acting as a group (within the meaning of paragraph (iv))
that owns, directly or indirectly, 50% or more of the total value or voting power of all of the
outstanding stock of the Company; or



                    (4) An entity, at least 50% of the total value or voting power of which is owned, directly or
indirectly, by a person described in paragraph (iii)(A)(3).



               For purposes of this paragraph (iii)(A), and except as otherwise provided, a person’s status
is determined immediately after the transfer of assets.



               (B) For purposes of this paragraph (iii), gross fair market value means the value of all
Company assets, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.



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          (iv) For purposes of this definition, persons shall be considered to be acting as a group if
they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition
of assets, or similar business transaction with the Company. If a person, including an entity
shareholder, owns stock in the Company and another entity with which the Company enters into a
merger, consolidation, purchase, or acquisition of stock, or similar business transaction, such
shareholder shall be considered to be acting as a group with other Company shareholders only to the
extent of the ownership in the Company prior to the transaction giving rise to the change and not
with respect to the ownership interest in the other corporation. Persons shall not be considered
to be acting as a group solely because they purchase or own stock of the same corporation at the
same time, or as a result of the same public offering.




          (v) Identification of Relevant Corporations. To constitute a Change of Control hereunder, the
Change of Control must relate to (A) the corporation for which the Participant is performing
services at the time of the Change of Control, (B) the corporation that is liable for the payment
of the awards under this Plan (or all corporations liable for the payment if more than one
corporation is liable), or (C) a corporation that is a majority shareholder of a corporation
identified in (A) or (B), or any corporation in a chain of corporations in which each corporation
is a majority shareholder of another corporation in the chain, ending with the corporation
identified in (A) or (B). For purposes of this paragraph (v), a majority shareholder is a
shareholder owning more than 50% of the total fair market value and total voting power of such
corporation.




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



     “Committee” means the Compensation Committee of the Board of Directors, or such other
committee as the Board of Directors may designate to have primary responsibility for the
administration of the Plan.



     “Company” means Sysco Corporation, a Delaware corporation.



     “Covered Employee” means a “covered employee” within the meaning of Section 162(m)(3) of the
Code.



     “Disability” means a physical or mental condition that meets the eligibility requirements for
the receipt of disability income under the terms of the disability income plan sponsored by the
Company pursuant to which the Participant is eligible for benefits.



     “Effective Date” is defined in Section 9.1.



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



     “Fiscal Year” means, as determined in the sole discretion of the Committee, a period used for
purposes of measuring performance for purposes of this Plan which is based as closely as possible
on the fiscal year of the Company.



     “Participant” means an employee of the Company or any of its Subsidiaries who is designated as
a Participant by the Committee.



     “Payment Amount” means the total amount to be paid to a Participant with respect to the
Performance Units awarded to such Participant for a particular Performance Period.



     “Payment Date” means a date determined by the Committee for purposes of (i) making payment



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of amounts earned under this Plan and, (ii) in the event a Participant elects to defer receipt of
amounts earned under this Plan pursuant to the terms of a deferred compensation plan sponsored by
the Company, the date such amounts are credited under the applicable deferred compensation plan.
This date shall be no later than the last day of the fourth month following completion of the
respective Performance Period.



     “Performance Goals” means the performance goals established by the Committee for each
Performance Period pursuant to the Plan against which performance will be measured.



     “Performance Period” means a period of no less than three Fiscal Years, as determined by the
Committee, during which the Performance Goals shall be measured for purposes of determining the
Payment Amount.



     “Performance Unit” means a unit of participation which shall constitute the basis from which a
Participant’s Payment Amount shall be determined with regard to the Performance Goals established
by the Committee.



     “Plan” means this Sysco Corporation 2008 Cash Performance Unit Plan, as it may be amended
from time to time.



     “Retirement” means any termination of employment with the Company or a Subsidiary as a result
of retirement in good standing under established rules of the Company then in effect.



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



     “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
the Code.



     “Subsidiary” means (i) any entity in which the Company, directly or indirectly, owns more than
50% of the vote or value of the equity interests issued by such entity, and (ii) any other entity
designated by the Committee as a “Subsidiary” for purposes of this Plan.



     “Target Level of Performance” means the targeted performance level of the Company or a
Subsidiary, as established by the Committee, for a Performance Period with respect to each
Performance Goal.



     “Unit Value” means the per unit amount that is used for purposes of determining the Payment
Amount to be made to Participants in respect of Performance Units awarded under the Plan.



ARTICLE III




Participation




     3.1 Designation of Participants. The Committee shall determine and designate from
time to time those employees of the Company and its Subsidiaries who are to be granted Performance
Units (and who thereby become Participants) and the number of Performance Units to be granted to
each Participant.



     3.2 Awards. Performance Units shall be granted by the Committee by a written
notification to Participants evidencing the Award in such form as the Committee
shall approve, which notification shall comply with and be subject to the terms and conditions of
this Plan. Further Performance Units may be granted by the Committee from time to time to
Participants, so long as this Plan shall continue in full force and effect.



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ARTICLE IV




Determination of Performance Goals




     4.1 Performance Period Determinations.



          (a) In General. Within the first 90 days of each Performance Period, the Committee,
in its sole discretion, shall (a) establish for that Performance Period (i) the beginning and
ending dates, and the Fiscal Years, for the Performance Period, (ii) the Payment Date for the
Performance Period, (iii) the Performance Goals for each Participant, (iv) the method for
evaluating performance for the Performance Period, and (v) the Unit Value and the method for
determining the Payment Amount for each Participant, and (b) designate the maximum number of
Performance Units that may be granted to a Participant for such Performance Period.




          (b) Adjustments for Long Fiscal Years. This Section 4.1(b) shall apply whenever a
Performance Period contains one or more Fiscal Years of 53 weeks (each, a “Long Fiscal Year”). In
making any determination as to whether the Performance Goals have been satisfied or as to the
amount of the Payment Amount with respect to a Performance Period, the relevant Performance Goals
for a Long Fiscal Year shall be deemed to be a number equal to the numerical measure of each such
Performance Goal based on the performance of the Company and/or its Subsidiaries for such Long
Fiscal Year minus an amount equal to the product of (i) 1/14th; and (ii) the numerical
measure of each such Performance Goal based on the performance of the Company and/or its
Subsidiaries for the last fiscal quarter of such Long Fiscal Year. Notwithstanding the foregoing,
the Committee may exercise its discretion in determining the extent of the adjustment, if any, to
the calculation of any Performance Goal for a Long Fiscal Year appropriate to more accurately
compare performance during a Long Fiscal Year to that during a 52-week fiscal year; provided that,
the Committee may not exercise such discretion after the first ninety (90) days of the Performance
Period with respect to Covered Employees unless such exercise of discretion results in a reduction
of the Payment Amount to the Covered Employees.




     4.2 Performance Goals. The Performance Goals established by the Committee for a
Performance Period may include any one or more of several criteria, such as, but not limited to,
return on capital employed, return on assets, sales growth, market share, margin growth, return on
equity, total shareholder return, increase in net after-tax earnings per share, increase in
operating pre-tax earnings, operating profit or improvements in operating profit, improvements in
certain asset or financial measures (including working capital and the ratio of sales to net
working capital), reductions in certain costs (including reductions in inventories or accounts
receivable or reductions in operating expenses), net earnings, pre-tax earnings or variations of
income criteria in varying time periods, economic value added, or general comparisons with other
peer companies or industry groups or classifications with regard to one or more of these criteria.
The Performance Goals may be based on the performance of the Company generally, the performance of
a particular Subsidiary, division or business unit, or the performance of a group of Subsidiaries,
divisions or business units. The relative weights of the criteria that comprise the Performance
Goals shall be determined by the Committee in its sole discretion. In establishing the Performance
Goals for a Performance Period, the Committee may establish different Performance Goals for
individual Participants or groups of Participants.



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ARTICLE V




Payment




       5.1 Determination of Performance. After the end of each Performance Period, the
performance of the Company and its Subsidiaries will be determined by the Company and approved by
the Committee for each Performance Goal. The Committee shall certify in writing to each
Participant the degree of achievement of each Performance Goal based upon the actual performance
results for the Performance Period.



     5.2 Determination of Payment Amount. After the end of each Performance Period, the
Payment Amount for each Participant for such Performance Period shall be calculated by the Company
and certified by the Committee based upon the level of performance achieved by the Company and its
Subsidiaries for each Performance Goal applicable to such Participant for the Performance Period,
as determined in accordance with Section 5.1.



     5.3 Payment of Payment Amount. The Payment Amount payable to Participants under this
Plan shall be paid solely in cash and shall be paid on or before the Payment Date; provided,
however, that subject to the requirements of the applicable deferred compensation plan and such
other rules and requirements as the Committee may from time to time prescribe, the Committee may
allow a Participant to defer receipt of all or a portion of the Payment Amount if permitted under
the terms of the deferred compensation plan sponsored by the Company in which the Participant is
eligible to participate.



     5.4 Overall Limitation Applicable to Covered Employees. Notwithstanding any other
provision in this Plan to the contrary, in no event shall any Covered Employee be entitled to a
payment in respect of any Performance Period in excess of one percent (1%) of the Company’s
earnings before income taxes as publicly disclosed in the “Consolidated Results of Operations”
section of the Company’s annual report to the Securities and Exchange Commission on Form 10-K for
the Fiscal Year ended immediately before the Payment Date applicable to such Performance Period.



     5.5 Clawback of Payment Amount. In accordance with the Company’s incentive payment
clawback policy, in the event of a restatement of financial results (other than a restatement due
to a change in accounting policy) within thirty-six (36) months after a Payment Date under the
Plan, if the Committee determines in its sole and absolute discretion, that a Payment Amount paid
to a Participant under the Plan would have been lower had it been calculated based on such restated
results (the “Adjusted Payment Amount”), then the Committee shall, subject to applicable
governing law, have the right to recoup from such Participant, in such form and at such time as the
Committee determines in its sole and absolute discretion, the difference between the amount
previously paid to such Participant pursuant to the Plan (without regard to amounts deferred by
such Participant under the Company’s executive benefit plans, if applicable) and the Adjusted
Payment Amount.



ARTICLE VI




Termination of Employment




     If a Participant’s employment is terminated before the end of the Performance Period, the
treatment of the Performance Units awarded with respect to such Performance Period will be as
follows:



     6.1 In General. If, before the end of the Performance Period, the Participant’s
employment terminates for any reason other than for the reasons described in Sections 6.2 through
6.4, the Participant’s Performance Units shall be canceled, and the Participant shall receive no
payment under this



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Plan in respect of such Performance Units. If a Participant’s employment
terminates after the end of the Performance Period but before the Payment Date, the Participant (or
the Participant’s designated beneficiary in the case of death) shall be paid the Payment Amount
with respect to such Performance Period as determined under Article V hereof on the Payment Date.



     6.2 Retirement.



          (a) Reduction of Award. Subject to compliance with the conditions outlined in Section
6.2(b) below, if, during the Performance Period, a Participant’s employment terminates by reason of
Retirement, the number of Performance Units awarded to the Participant will be reduced to an amount
equal to the product of (i) the number of Performance Units initially awarded to the Participant
pursuant to the applicable Award, and (ii) a fraction, the numerator of which is the number of
Fiscal Years in the Performance Period where at any time during such Fiscal Year the Participant
was an active employee of the Company or a Subsidiary and the denominator of which is the number of
Fiscal Years in the Performance Period.




          (b) Payment. If a Participant terminates by reason of Retirement, the Payment Amount
for such Performance Period shall be paid on the Payment Date for such Performance Period;
provided, however, that if such Participant is a Specified Employee, the Payment Amount shall not
be paid to the Participant until the later of six months following the date of Retirement or the
Payment Date with respect to the applicable Performance Period, but only to the extent that making
such payment would result in a violation of Section 409A. The Participant’s Payment Amount with
respect to such Performance Period shall be determined using (i) the number of Units determined
under Section 6.2(a) for such Performance Period; and (ii) the actual performance of the Company
and/or its Subsidiaries for the entire Performance Period; provided, however, the Company reserves
the right to cancel the Performance Units of a Participant, if prior to the end of the applicable
Performance Period, the Participant: (i) performs any services, whether as an employee, officer,
director, agent, independent contractor, partner or otherwise, for a competitor of the Company or
any of its affiliates without the consent of the Company, or (ii) takes any other action,
including, but not limited to, interfering with the relationship between the Company or any of its
affiliates and any of its employees, clients or agents, which is intended to damage or does damage
to the business or reputation of the Company.




     6.3 Death.



          (a) Reduction of Award. If a Participant dies during the Performance Period, the
number of Performance Units awarded to the Participant will be reduced to an amount equal to the
product of (i) the number of Performance Units initially awarded to the Participant pursuant to the
applicable Award, and (ii) a fraction, the numerator of which is the number of Fiscal Years in the
Performance Period where at any time during such Fiscal Year the Participant was an active employee
of the Company or a Subsidiary and the denominator of which is the number of Fiscal Years in the
Performance Period.




          (b) Payment. If a Participant dies during the Performance Period, the Payment Amount
for such Performance Period shall be paid to the Participant’s designated beneficiary on the
Payment Date for such Performance Period. The Participant’s Payment Amount with respect to such
Performance Period shall be determined (i) using the number of Units determined under Section
6.3(a) for such Performance Period; and (ii) the actual performance of the Company and/or its
Subsidiaries for the entire Performance Period.




     6.4 Disability. If, before the end of the Performance Period, a Participant’s
employment is terminated as a result of Disability, the Payment Amount for such Performance Period
shall be paid on the



8









 







Payment Date for such Performance Period, and the Participant’s Payment Amount
with respect to such Performance Period shall be determined by taking into account the actual
performance of the Company and/or its Subsidiaries for the entire Performance Period.



ARTICLE VII




Change of Control




     If a Change of Control has occurred during a Performance Period, the Participant’s Performance
Units awarded with respect to such Performance Period shall be considered vested, and the Payment
Amount shall be paid to the Participant within ninety (90) days after the date of the Change of
Control. For purposes of this Article VII, the amount payable to each Participant following a
Change of Control shall be the Payment Amount assuming the Target Level of Performance is achieved
for each Performance Goal during the applicable Performance Period.



ARTICLE VIII




Administration




     8.1 In General. The Plan shall be administered under the supervision and direction of
the Committee or its designees, as applicable. In administering the Plan, the Committee will
determine the Participants and the number of Performance Units to be granted to individual
Participants, establish appropriate Fiscal Years, Performance Periods and Performance Goals as
bases for payments under the Plan, establish the methods and procedures for measuring performance,
and determine the Payment Date and methods and procedures for payment of Awards under the Plan.
Further, the Committee may, from time to time, change or waive requirements of the Plan, or
outstanding Performance Units, to conform with the law, to meet special circumstances not
anticipated or covered in the Plan, or to carry on successful operation of the Plan, and in
connection therewith, the Committee or its designee shall have the full power and authority to:



          (a) Prescribe, amend and rescind rules and regulations relating to the Plan, or outstanding
Performance Units, establish procedures deemed appropriate for the Plan’s administration, and make
any and all other determinations not herein specifically authorized which may be necessary or
advisable for its effective administration;




          (b) Make any amendments to or modifications of the Plan which may be required or necessary to
make the Plan set forth herein comply with the provisions of any laws, federal or state, or any
regulations issued thereunder, and to cause the Company at its expense to take any action related
to the Plan which may be required under such laws or regulations; and




          (c) Contest on behalf of Participants or the Company, at the expense of the Company, any
ruling or decision on any issue related to the Plan, and conduct any such contest and any resulting
litigation to a final determination, ruling or decision.




     Notwithstanding anything herein to the contrary, the Committee may, unless otherwise
prohibited from doing so by the Board of Directors or such committee’s charter, delegate any Plan
related function it may deem necessary or appropriate to employees of the Company or its
Subsidiaries or to third parties.



     Nothing herein shall be deemed to authorize, and the Committee will have no discretion, to
alter or amend the Performance Goals or the specific Performance Goals of Awards under the Plan
with respect to “named executives” (as that term is defined in Section 402(a)(3) of Regulation S-K)
and



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Covered Employees after they have been approved by the Committee unless such exercise of
discretion results in a reduction in the Payment Amount with respect to such Participants.



     8.2 Limitation of Liability. No member of the Committee shall be liable for any act,
omission, or determination taken or made in good faith with respect to the Plan or any Awards made
hereunder, and the members of the Committee shall be entitled to indemnification, defense and
reimbursement by the Company in respect of any claim, loss, damage, or expenses (including
attorneys’ fees and expenses) arising therefrom to the full extent permitted by law and as provided
for in the bylaws of the Company or under any directors’ and officers’ liability or similar
insurance coverage or any indemnification agreement that may be in effect from time to time. The
Company reserves the right to select counsel to defend any litigation covered by this Section 8.2.



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



ARTICLE IX




Term; Withdrawal or Amendment




     9.1 Effective Date and Term. The Plan has been adopted by the Board of Directors
effective for Awards issued on or after September 24, 2009 (the “Effective Date”); provided,
however, that no payments shall be made under this Plan to Covered Employees unless this Plan has
been approved by the Company’s stockholders. The term of the Plan shall continue until November 30,
2014, unless sooner terminated by the Board; provided, however, that such termination must comply
with the requirements of Section 409A. No new Awards may be made after the termination of the
Plan, but any awards granted prior to November 30, 2014 that have not yet been paid will continue
to remain outstanding and will be payable in accordance with and to the extent provided in the Plan
and the applicable grant agreements or programs.



     9.2 Withdrawal or Amendment. The Company’s Board of Directors or the Committee may at
any time withdraw or amend the Plan. Notwithstanding the foregoing, no amendment or withdrawal
following a Change of Control may in any way decrease or eliminate a payment due pursuant to
Article VII.



     9.3 Prior Plan. As of its Effective Date, this Plan shall supersede the Current Plan.
No further awards will be granted under the Current Plan following such date, but any awards
granted under the Current Plan prior to the Effective Date of this Plan that have not yet been paid
as of that date will continue to remain outstanding and will be payable in accordance with and to
the extent provided in the Current Plan and the applicable grant agreements or programs.



ARTICLE X




Miscellaneous




     10.1 Beneficiaries. Each Participant may designate a beneficiary or beneficiaries to
receive, in the event of such Participant’s death, any payments remaining to be made to the
Participant under the Plan. Each Participant shall have the right to revoke any such designation
and to redesignate a beneficiary or beneficiaries by written notice to the Company to such effect.
If any Participant dies without naming a beneficiary or if all of the beneficiaries named by a
Participant predecease the Participant, then any amounts remaining to be paid under the Plan shall
be paid to the Participant’s estate.



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     10.2 Awards Non-Transferable. Any rights of a Participant under this Plan, and in or
to an Award, shall be personal in nature and may not be assigned or transferred (other than a
transfer by will or the laws of descent and distribution). Any attempted assignment or transfer of
the Award shall be null and void and without effect.



     10.3 Withholding for Taxes. The Company or its Subsidiaries shall have the right to
deduct from all payments under the Plan any federal, state, or local taxes required by law to be
withheld with respect to such payments.



     10.4 Plan Funding. The Plan shall at all times be unfunded and no provision shall at
any time be made with respect to segregating any assets of the Company or its Subsidiaries for
payment of any benefits under the Plan. The right of a Participant to receive payment under the
Plan shall be an unsecured claim against the general assets of the Company or its Subsidiaries, and
neither the Participant nor any other person shall have any rights in or against any specific
assets of the Company or its Subsidiaries. The Company and its Subsidiaries may establish a reserve
of assets to provide funds for payments under the Plan.



     10.5 No Contract of Employment. The existence of this Plan, as in effect at any time
or from time to time, or any grant of Performance Units under the Plan shall not be deemed to
constitute a contract of employment between the Company, or its Subsidiaries, and any employee or
Participant, nor shall it constitute a right to remain in the employ of the Company or its
Subsidiaries.







     10.6 No Right to Participate. Except as provided in Articles III and IV, no
Participant or other employee shall at any time have a right to be selected for participation in
the Plan, despite having previously participated in an incentive or bonus plan of the Company or
its Subsidiaries.



     10.7 Facilitation of Payments. Notwithstanding anything else in this Plan to the
contrary, in the event that a payment is due to an employee, or former employee (or a beneficiary
thereof), under this Plan and the recipient is a minor, mentally incompetent, or otherwise
incapacitated, such payment shall be made to the recipient’s legal representative, or guardian. If
there is no such legal representative, or guardian, the Committee, in its sole discretion, may
direct that payment be made to any person the Committee, in its sole discretion, believes, by
reason of a family relationship, or otherwise, will apply. Upon such payment, for the benefit of
the recipient, the Company and each of its Subsidiaries shall be fully discharged of all
obligations therefor.



     10.8 Addresses; Missing Recipients. A recipient of any payment under this Plan who is
not a current employee of the Company, or its Subsidiaries, shall have the obligation to inform the
Company of his or her current address, or other location to which payments are to be sent. Neither
the Company nor its Subsidiaries shall have any liability to such recipient, or any other person,
for any failure of such recipient, or person, to receive any payment if it sends such payment to
the address provided by such recipient by first class mail, postage
paid, or other comparable delivery method. Notwithstanding anything else in this Plan to the
contrary, if a recipient of any payment cannot be located within 120 days following the date on
which such payment is due after reasonable efforts by the Company or its Subsidiaries, such
payments and all future payments owing to such recipient shall be forfeited without notice to such
recipient. If, within two years (or such longer period as the Committee, in its sole discretion,
may determine), after the date as of which payment was forfeited (or, if later, is first due), the
recipient, by written notice to the Company, requests that such payment and all future payments
owing to such recipient be reinstated and provides satisfactory proof of their identity, such
payments shall be promptly reinstated. To the extent the due date of any reinstated payment
occurred prior to such reinstatement, such payment shall be made to the recipient (without any
interest from its original due date) within 90 days after such reinstatement.



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     10.9 Governing Law. The laws of the State of Delaware (excluding its principles
relating to conflicts of laws) shall govern the Plan.



     10.10 Successors. All obligations of the Company and its Subsidiaries under the Plan
shall be binding upon and inure to the benefit of any successor to the Company or such Subsidiary,
whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise.



     10.11 Third Parties. Nothing expressed or implied in this Plan is intended or may be
construed to give any person other than eligible Participants any rights or remedies under this
Plan.



     10.12 Headings. Section and other headings contained in this Plan are for reference
purposes only, and are not intended to describe, interpret, define, or limit the scope, extent or
intent of the provisions of the Plan.



     IN WITNESS WHEREOF, the Company has executed this document as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	SYSCO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael C. Nichols	 	 
	 

	 	Name:
	 	 

Michael C. Nichols
	 	 
	 

	 	Title:
	 	Sr. Vice President, General Counsel and Secretary	 	 







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