exv10w45






Exhibit 10.45




SUMMARY OF COMPENSATION ARRANGEMENTS

WITH NAMED EXECUTIVE OFFICERS

(As of August 1, 2008)



The following summarizes the current cash compensation and benefits received by the Company’s Chief
Executive Officer and the other officers who will be named in the Summary Compensation Table in the
proxy statement for the Company’s upcoming Annual Meeting of Stockholders, as well as the Company’s
Chief Financial Officer (collectively, the “Named Executive Officers”). This document is intended
to be a summary of existing oral, at will arrangements, and in no way is intended to provide any
additional rights to any of the Named Executive Officers.



The executive officers of the Company serve at the discretion of the Board of Directors. The
Compensation and Stock Option Committee of the Board (the “Committee”) reviews and determines the
salaries that are paid to the Company’s executive officers, including the Named Executive Officers.
The current salaries of the Named Executive Officers are as follows:




	 	 	 	 	 
	Richard J. Schnieders
	 	$	1,116,250	 
	Chairman of the Board and Chief Executive Officer
	 	 	 	 
	 
	 	 	 	 
	Kenneth F. Spitler
	 	$	693,500	 
	President and Chief Operating Officer
	 	 	 	 
	 
	 	 	 	 
	William J. DeLaney III
	 	$	560,500	 
	Executive Vice President and Chief Financial Officer
	 	 	 	 
	 
	 	 	 	 
	Larry G. Pulliam
	 	$	532,000	 
	Executive Vice President, Global Sourcing and Supply Chain
	 	 	 	 
	 
	 	 	 	 
	Kenneth J. Carrig
	 	$	508,250	 
	Executive Vice President and Chief Administrative Officer
	 	 	 	 





The Named Executive Officers are also eligible to participate in the Company’s executive and
regular benefit plans and programs, as described below. All executive benefit plans and agreements
are filed as exhibits to the Company’s Exchange Act filings. Information regarding these plans and
agreements, as well as compensation paid or earned during fiscal 2008, will be included in the
Company’s 2008 Proxy Statement.




Management Incentive Plan



The Named Executive Officers are eligible to receive an annual incentive bonus under the SYSCO
Corporation Management Incentive Plan (the “MIP”). For fiscal 2008, participants will receive an
automatic 28% stock match of their MIP bonus, if any; such stock match has been discontinued for
fiscal 2009 and later years.




Supplemental Performance-Based Bonus Plan and Agreements



For fiscal 2008, the Named Executive Officers are eligible to participate in a Supplemental
Performance-Based Bonus Plan which may result in up to a 25% upward or downward adjustment to the
amount of any annual incentive bonus earned under the MIP. For fiscal 2009, Mr. Schnieders and Mr.
Spitler are each party to a supplemental bonus agreement which may result in up to a 25% upward or
downward adjustment to the amount of any annual incentive bonus earned under the MIP.




Deferred Compensation Election



MIP participants, including the Named Executive Officers, may defer up to 40% of their annual
incentive bonus (without considering any election to receive a portion of the bonus in stock) under
the Executive Deferred Compensation Plan (“EDCP”). They may also elect to defer all or a portion of
their salary under the EDCP. For deferrals of up to 20% of the annual incentive bonus, the EDCP
provides for SYSCO to credit the participant’s deferred compensation account in an amount equal to
15% of the amount deferred.




Stock Options and Restricted Stock



The Named Executive Officers are eligible to receive options under SYSCO’s stock option plans,
including the 2007 Stock


 









 






 Incentive Plan, in such amounts and with such terms and conditions as
determined by the Committee at the time
of grant. The 2007 Stock Incentive Plan also allows for the issuance of restricted stock grants,
and the Committee expects to replace the 28% stock match under the MIP with annual discretionary
restricted stock grants beginning in fiscal 2010.




Cash Performance Unit Plan



The Named Executive Officers are eligible to participate in the SYSCO Corporation 2004 Cash
Performance Unit Plan (formerly the 2004 Long-Term Cash Incentive Plan and the 2004 Mid-Term
Incentive Plan).




Supplemental Executive Retirement Plan



MIP participants, including the Named Executive Officers, are also eligible to participate in a
Supplemental Executive Retirement Plan (the “SERP”).




Severance Agreements



Mr. Schnieders and Mr. Spitler have Severance Agreements with the Company.




Other Benefits



The Named Executive Officers also participate in SYSCO’s regular employee benefit programs, which
include a defined benefit retirement plan, a 401(k) plan with Company match, group medical and
dental coverage, group life insurance and other group benefit plans. They are also provided with
additional life insurance benefits, as well as long-term disability coverage.