exv10w1






Exhibit 10.1









September 1, 2009




R. Chris Kreidler




Dear Chris:



It is my pleasure to offer you employment with Sysco Corporation as Executive Vice President and
Chief Financial Officer. I am confident that you will help lead our company with integrity and
will help our company grow and prosper as required to sustain our distinct position as the industry
leader. Outlined below you will find the revised details of our offer following our discussion
this past weekend:





	 	•	 	Your annual base salary will be $500,000 or $20,833.33 semi-monthly.
	 
	 	•	 	Effective on your hire date, you will become a participant in the Sysco Management
Incentive Plan (MIP).
	 
	 	•	 	You will be eligible for a bonus as an MIP Participant for FY 2010, which will be
prorated at 80% based on your anticipated start date. Your bonus will be based on your
annual base salary and the Company’s financial performance for FY 2010. It will be paid
out shortly after July 3, 2010 (end of Corporation’s fiscal year). Eligibility for the
bonus is contingent upon your continued employment with Sysco through the end of the fiscal
year.
	 
	 	•	 	In November 2009, in conjunction with the regular Long Term Incentive grants to MIP
participants, the Compensation Committee of the Board will grant you long term incentive
awards representing 240% of your annual base salary as follows:






	 	o	 	50% Stock Options – 5-year annual vesting
	 
	 	o	 	25% Cash Performance Units (CPU’s) – based on 3-year performance
	 
	 	o	 	25% Restricted Stock Units (RSU’s) – 3-year annual vesting






	 	•	 	As a special, onetime sign-on incentive, at the next scheduled Compensation Committee
Meeting of the Board, the Committee will grant you 5,000 RSU’s with 3-year annual vesting
and 75,000 stock options with 5-year annual vesting. Standard MIP participant forms will
be used which include a non-compete provision.
	 
	 	•	 	As an MIP participant, you will also be eligible to participate in the following
significant executive benefit programs:






	 	o	 	A Supplemental Executive Retirement Plan that should provide additional
retirement income above the benefits of a non-MIP employee.
	 
	 	o	 	A Disability Income Plan that will provide you with benefits in case of
personal disability.
	 
	 	o	 	Additional group life and accidental death and dismemberment benefits
that will be in effect for you as a member of the Plan.





 









 






	 	•	 	In FY 2011, you will also be eligible for an Executive Deferred Compensation Plan that
will allow you to defer a portion of your MIP bonus. This plan is intended to assist you
in accumulating additional wealth and diversified investments.
	 
	 	•	 	You will be eligible for full benefits with medical, dental and vision insurance
effective the first day of the month following two full months of employment with Sysco.
	 
	 	•	 	Sysco will reimburse you for certain expenses incurred in moving. These reimbursements
will include the cost of moving household goods and vehicles, real estate fees incurred in
selling your current residence, closing costs associated with the purchase of a new
residence including the cost of credit reports, mortgage and deed taxes, recording fees and
title search, title insurance, surveys (if required) and reasonable attorney’s fees.
	 
	 	•	 	During your transition, we will reimburse you for up to twelve months’ rent in Houston.
We hope that you will be able to sell your home as soon as possible. When you sell your
home, we will reimburse you for 50% of your loss on such sale, but in no event will Sysco
reimburse more than $250,000 on such loss. Loss is defined as the gross proceeds on the
sale of the house (including all reimbursed fees) subtracted from purchase price and
improvements attached to the property ($1,425,000). Reimbursement made directly to you on
which you must pay federal tax will be increased by 35%. Please note that as a result of
your position, Sysco is not allowed to provide you loans or guarantee loans.




This offer is contingent upon final Board approval and successful completion of the pre-employment
drug and background check process. Please be advised that this letter is not intended to create or
imply any contract or contractual rights between you and Sysco Corporation. Any employee may
terminate his/her employment at any time, with or without reason, and the company retains the same
right.



Chris, we are pleased to extend this offer to become a part of the Sysco family. We anticipate
your start date to be on or about October 5, 2009. Please confirm your acceptance of this offer by
signing in the designated space provided below.




Welcome to Sysco!




Sincerely,




/s/ WILLIAM J. DELANEY




William J. DeLaney

Chief Executive Officer




	 	 	 
	 

	 	Agreed and Accepted:
	 
	 	 
	 

	 	/s/ R. CHRIS KREIDLER
	 

	 	 
 R.
Chris Kreidler     Start Date: October 5, 2009






			
	c:	 	John M. Cassaday, Chair of Compensation Committee

Manual A. Fernandez, Board Chairman

Michael C. Nichols, General Counsel

Kenneth F. Spitler, Vice Chairman

Mark Wisnoski, Vice President of HR





 









 





	 	 	 
	Title:

	 	Executive Vice President and Chief Financial Officer
	Direct Reports:

	 	Controller, Treasurer, Investor Relations
	Start Date:

	 	October 5, 2009






	 	 	 	 	 	    	 	 	 
	 	 	Projected
	 	 	Annual Compensation	 	FY 2010 Compensation
	Base Pay
	 	$	500,000	 	 	As paid
	MIP Bonus (no guarantee)
	 	$1,000,000 (target 200%)	 	80% prorated
	Target Annual Cash Compensation
	 	$	1,500,000	 	 	 	 	 
	 
	Long Term Incentive Plans	 	 	 	 	 	 	 	 
	- 50% Stock Options
	 	 	 	 	 	 	 	 
	- 25% Cash Performance Units

	 	300% of base (target)	 	80% prorated
	- 25% Restricted Stock Units
	 	 	 	 	 	 	 	 






Eligible for Supplemental Early Retirement Plan (SERP)




Sign-On Consideration




	 	 	 	 	 	 	 	 	 
	Incentive	 	 	 	Vesting	 	Estimated Value
	 
	 	 	 	 	 	$	125,000	 
	5,000 Restricted Stock Units
	 	3 years	 	(assumes $25 stock price)
	 
	 	 	 	 	 	$	375,000	 
	75,000 Stock Options
	 	5 years	 	(assumes $5 B.S. value)







Typical moving, relocation, temporary housing, closing costs, etc.