exv10w34






Exhibit 10.34

FIRST AMENDED AND RESTATED

SYSCO CORPORATION

2005 MANAGEMENT INCENTIVE PLAN




          This FIRST AMENDED AND RESTATED SYSCO CORPORATION 2005 MANAGEMENT INCENTIVE PLAN (the
“Plan”) effective as of May 14, 2008, was recommended by the Compensation Committee (the
“Committee”) of the Board of Directors (the “Board of Directors”) of Sysco
Corporation (the “Company”) on May 14, 2008, and adopted by the Board of Directors of the
Company on May 14, 2008.




          WHEREAS, the Company, with the approval of the shareholders, adopted that certain Sysco
Corporation 2005 Management Incentive Plan, effective as of November 11, 2005, as amended by that
certain First Amendment of the 2005 Management Incentive Plan, dated July 13, 2007, (the
“Current Plan”); and




          WHEREAS, pursuant to Section 11 of the Current Plan, the Board of Directors has the authority,
at any time, to amend the Current Plan; and




          WHEREAS, the Board of Directors has determined that it is desirable and in the best interest
of the Company that certain amendments be made to the Current Plan in order to remove the provision
that requires an additional common stock bonus equal to 28% of the cash bonus earned by a
participant pursuant to the terms of the Current Plan, and all corresponding references to the
additional stock bonus contained within the Current Plan; and




          NOW, THEREFORE, effective as of the first day of the Company’s 2008 fiscal year, the Current
Plan is hereby amended and restated in its entirety, as follows:




1. Statement of Principle




     The purpose of the Plan is to reward (i) certain key management personnel for outstanding
performance in the management of the divisions or Operating Companies (as hereinafter defined) of
the Company and (ii) certain corporate personnel for managing the operations of the Company as a
whole and/or managing the operations of certain Operating Companies (as hereinafter defined). For
purposes of the Plan, the term “Operating Company” means (a) any corporation which is a member of a
“controlled group of corporations” which includes the Company, as defined in Internal Revenue Code
of 1986, as amended (the “Code”) Section 414(b), (b) any trade or business under “common
control” with the Company, as defined in Code Section 414(c), (c) any organization which is a
member of an “affiliated service group” which includes the Company, as defined in Code Section
414(m), (d) any other entity required to be aggregated with the Company pursuant to Code Section
414(o), and (e) any other organization or employment location designated as a “Operating Company”
by resolution of the Board of Directors. All references to periods in the Plan are to fiscal
periods unless otherwise specifically noted.



 









 





2. Plan Compensation Committee




     The Compensation Committee (the “Committee”) of the Board of Directors is charged with
structuring, proposing the implementation of, and implementing the terms and conditions of, the
Plan. The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms
and provisions of the Plan and any award issued under the Plan (and any agreements relating
thereto) including without limitation the manner of determining financial and accounting concepts
discussed in the Plan; to otherwise supervise the administration of the Plan; and, except as to the
application of the Plan to executive officers, to delegate such authority provided to it hereunder
as it may deem necessary or appropriate to the Chairman of the Board, Chief Executive Officer,
President and any Executive Vice President, and any of them individually. All decisions made by
the Committee pursuant to the provisions of the Plan shall be made in the Committee’s sole
discretion and shall be final and binding on all persons, including the Company and Participants
(hereinafter defined).



3. Participants




     The participants in the Plan for a fiscal year shall be designated by the Committee from the
persons who are employed
by any Operating Company or the Company, in the following capacities (Operating Company
Participants, Corporate Participants, Designated Participants and Senior Executive Participants are
referred to collectively as “Participants” or individually as a “Participant”):



          Operating Company Participants — Persons who serve as an officer of an Operating Company.




          Corporate Participants — Persons who serve as an officer of the Company who are also
employees of the Company or an Operating Company.




          Designated Participants — Persons other than Corporate Participants or Operating Company
Participants who are employed by an Operating Company or by the corporate office of the Company who
are designated by the Committee from time to time.




          Senior Executive Participants — Persons who are “covered employees” of the Company within the
meaning of Code Section 162(m) and Treasury Regulation 1.162-27(c)(2) (or any successor statute or
regulation section, or any administrative interpretation thereof) (the “Executive Compensation
Provisions”) during a fiscal year of the Company and who have been designated by the Committee as
Corporate, Operating Company or Designated Participants in the Plan for such fiscal year. If a
Participant is both a Senior Executive Participant and a Corporate, Operating Company or Designated
Participant during a fiscal year as a result of the application of the Executive Compensation
Provisions, he or she shall be considered a Senior Executive Participant, and not a Corporate,
Operating Company or Designated Participant, during such fiscal year, and shall be subject to any
and all restrictions applicable to Senior Executive Participants hereunder during such fiscal year.




 









 








     To the extent possible, the Committee shall designate Participants in the Plan prior to the
commencement of the fiscal year for which such designated Participants will be entitled to a bonus
under the Plan, or as soon as practicable during the fiscal year in which a person first becomes
eligible to be a Participant. Subject to Section 7 below with respect to a Change of Control, once
designated as a Participant, the Committee can remove an employee as a Participant with or without
cause at any time and the Participant shall not be entitled to any bonus under the Plan for the
year in which he or she is removed regardless of when during such year he or she is removed.



4. Method of Operation




     The bonus which a Participant can earn is based (i) on the performance of the Company as a
whole and (ii) (A) (as to Operating Company Participants and possibly Designated Participants and
certain Senior Executive Participants) either the performance of the Operating Company which
employs such Participant or the performance of the Operating Company designated by the Committee as
the Operating Company by reference to which the bonus is to be determined and (B) (as to Corporate
and possibly Designated Participants and certain Senior Executive Participants) the performance of
a select group of Operating Companies ((i) and (ii), collectively or singly,
“Performance”), subject to the discretion of the Committee to formulate a different bonus
structure as to any Participant, other than Senior Executive Participants. Subject to the
provisions of Paragraph (ii) of Section 4(D), the bonus is calculated with respect to an entire
fiscal year and, if earned, shall be paid in accordance with Section 6 hereof.



          (A) Operating Company Participants and Certain Senior Executive Participants.




          With respect to each Operating Company Participant and each Senior Executive Participant who
would be an Operating Company Participant but for the application of the Executive Compensation
Provisions, a portion of the bonus may depend upon the return on capital and/or increase in pretax
earnings of the Operating Company employing such Participant; a portion of the bonus may depend
upon the return on stockholder’s equity and increase in earnings per share of the Company as a
whole; and a portion of the bonus may depend upon any one or more of the following performance
factors: (i) sales of the Company and/or one or more Operating Companies, (ii) pretax earnings of
the Company, (iii) net earnings of the Company and/or one or more Operating Companies, (iv) control
of operating and/or nonoperating expenses of the Company and/or one or more Operating Companies,
(v) margins of the Company and/or one or more Operating Companies, (vi) market price of the
Company’s securities, (vii) market share, (viii) “economic value added,” as determined pursuant to
an objective formula approved by the Committee (“EVA”), and (ix) with respect to
Participants other than Senior Executive Participants, other factors directly tied to the
performance of the Company and/or one or more Operating Companies. The relative weights of the
factors considered and the percentages of the total bonus comprised by the portion of the bonus
determined with respect to the Operating Company employing the Participant or the Operating Company
designated by the Committee as the Operating Company by reference to which the Bonus is to be
determined and the
portion of the bonus determined with respect to the Company shall be determined by the Committee in
its sole




 









 







discretion. Notwithstanding the foregoing, the Committee may alter the bonus formula with
respect to any such Participant by changing the performance targets as determined in the sole
discretion of the Committee; provided, however, the Committee cannot change the performance targets
after the first ninety (90) days of the fiscal year with respect to Senior Executive Participants.




          In addition to the bonus calculated in accordance with the first paragraph of Section 4(A)
above, an Operating Company Participant may also be entitled to an additional bonus
(“Additional Bonus”) if awarded by the Committee in its sole discretion. The Additional
Bonus may be established by the Committee at one or more times during such fiscal year or within
ninety (90) days following the end of such fiscal year based on such criteria as the Committee may
develop in its sole discretion.




          (B) Corporate Participants and Certain Senior Executive Participants.




          With respect to a Corporate Participant or Senior Executive Participant who would be a
Corporate Participant but for the application of the Executive Compensation Provisions and subject
to the further adjustments and additions provided for in the Plan, a portion of the bonus may
depend upon the return on stockholder’s equity and increase in earnings per share of the Company; a
portion of the bonus may depend upon the return on capital of one or more of the Operating
Companies and/or the increase in pretax earnings of one or more of the Operating Companies; and a
portion of the bonus may depend upon any one or more of the following performance factors: (i)
sales of the Company and/or one or more Operating Companies, (ii) pretax earnings of the Company,
(iii) net earnings of the Company and/or one or more Operating Companies, (iv) control of operating
and/or nonoperating expenses of the Company and/or one or more Operating Companies, (v) margins of
the Company and/or one or more Operating Companies, (vi) market price of the Company’s securities,
(vii) market share, (viii) EVA, and (ix) with respect to Participants other than Senior Executive
Participants, other factors directly tied to the performance of the Company and/or one or more
Operating Companies. The relative weights of the factors considered and the percentage of the total
bonus comprised by the portion of the bonus determined with respect to the Operating Companies of
the Company and the portion determined with respect to the Company shall be determined by the
Committee in its sole discretion. Notwithstanding the foregoing, the Committee may alter the bonus
formula with respect to any such Participant by changing the performance targets as determined in
the sole discretion of the Committee; provided, however, the Committee cannot change the
performance targets after the first ninety (90) days of the fiscal year with respect to Senior
Executive Participants.




          (C) Designated Participants.




          The Committee may formulate a bonus structure for each Designated Participant which is based
on performance factors determined by the Committee in its sole discretion. The bonus structure for
any Designated Participant may be similar to or may vary materially from the bonus structure for
Corporate Participants or Operating Company Participants.




 









 








          (D) General Rules Regarding Bonus Calculation.




          (i) Subject to the provisions of Paragraph (ii) of this Section 4(D), in determining whether
or not the results of operations of an Operating Company or Operating Companies or the Company for
a given fiscal year result in a bonus, generally accepted accounting principles shall be applied on
a basis consistent with prior periods, and such determination shall be based on the calculations
made by the Company and binding on each Participant. Except as provided in Section 9 as to Senior
Executive Participants, there is no limit to the bonus that can be obtained. Prior to payment of
the bonus to a Senior Executive Participant, other than a bonus pursuant to Section 7, the
Committee must certify that the performance goals and other material terms of the Plan have been
achieved with respect to such Senior Executive Participant.




          (ii) This paragraph (ii) of Section 4(D) shall apply whenever a fiscal year containing 53
weeks (a “Long Fiscal Year”) is either the fiscal year as to which a bonus may be paid, or
is the prior fiscal year as to which Performance is calculated and compared to Performance in the
current fiscal year. In making any determination as to whether Performance criteria have been
satisfied or as to the amount of any bonus with respect to a fiscal year, every numerical measure
of Performance for a Long Fiscal Year shall be deemed to be a number equal to the numerical measure
of such Performance as calculated in accordance with generally accepted accounting principles (the
“GAAP Measure”) minus (1/14 multiplied by the GAAP Measure calculated with respect to the
last quarter of such fiscal year); provided that, where any Performance
measure for a Long Fiscal Year represents, or is derived from, the product or quotient of two such
GAAP Measures, or is a ratio of two such GAAP Measures (each of which a “Relative
Measure”), and where both components of the Relative Measure are GAAP Measures with respect to
the Long Fiscal Year, the Relative Measure shall not be so adjusted.




     Notwithstanding the foregoing, the Committee may exercise discretion in determining the extent
of adjustment, if any, to the calculation of any measure of Performance 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 fiscal year with respect to Senior Executive Participants.



5. No Employment Arrangements Implied




     Nothing herein shall imply any right of employment for a Participant, and except as set forth
in Section 7 with respect to a Change of Control or as otherwise determined by the Committee, in
its discretion, if a Participant is terminated, voluntarily or involuntarily, with or without
cause, prior to the end of a given fiscal year, such Participant shall not be entitled to any bonus
for such fiscal year regardless of whether or not such bonus had been or would have been earned in
whole or in part, but any unpaid bonus earned with respect to a prior fiscal year shall not be
affected.



6. Payment




     Within ninety (90) days following the end of each fiscal year, the Company shall determine the
amount of any bonus earned by each Participant pursuant to the provisions of Section 4 above. Such
bonus shall be payable in cash. The amount of any bonus that a Participant is



 









 







entitled to receive
for a fiscal year shall be determined as of the last day of such fiscal year. The Company shall pay
any bonus earned under the Plan no later than 90 days after the end of the fiscal year to which it
relates.



7. 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 Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (i) the then-outstanding shares of Common Stock of the Company (the
“Outstanding Company Common Stock”) or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that, for
purposes of this Section 10(A), the following acquisitions shall not constitute a Change of
Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any affiliated company or (4) any acquisition by any corporation pursuant to a transaction that
complies with Sections 10(C)(i), 10(C)(ii) and 10(C)(iii);




          (B) The occurrence of the following: Individuals who, as of September 9, 2005, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to September 9, 2005
whose election, or nomination for election by the Company’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;




          (C) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or any of its subsidiaries, a sale or other
disposition of all or substantially all of the assets of the Company, or the acquisition of assets
or stock of another entity by the Company or any of its subsidiaries (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 Company Common Stock and the Outstanding Company 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 the Company or all or substantially all of the Company’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 Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of the Company 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 providing for such
Business Combination; or




          (D) Approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.




          Notwithstanding anything to the contrary contained herein, and in lieu of any other payments
due hereunder other than pursuant to this Section 7, within ninety (90) days following the date on
which a Change of Control shall have occurred, each person who was a Participant at the time of the
Change of Control shall be paid a cash bonus hereunder, equal to the following (subject to
reduction in the case of certain severance payments, as set forth below): the product of (i) a
fraction equal to the number of days in the fiscal year in which the Change of Control occurs up to
and including the date of the Change of Control divided by 365, and (ii) the bonus that would have
been paid under this Plan, calculated using a Performance measure equal to the product of (a) the
Company’s Performance through and including the end of the most recently completed fiscal quarter
occurring prior to and in the same fiscal year as the Change of Control (the “Measurement
Date”), calculated in accordance with generally accepted accounting principles (the “Change
of Control GAAP Measure”), and (b) a fraction, the numerator of which is 365 and the
denominator of which is the number of days in such fiscal year up to and including the Measurement
Date; provided that, where any Performance measure represents, or is derived from, the product or
quotient of two such Change of Control GAAP Measures, or is a ratio of two such Change of Control
GAAP Measures (each of which a “Relative Change of Control Measure”), and where both
components of the Relative Change of Control Measure are Change of Control GAAP Measures with
respect to such year, the Relative Change of Control Measure shall not be multiplied by the
fraction described in (b) above, but shall be calculated as of the Measurement Date and used
without adjustment.




          In addition to any bonus paid or payable pursuant to the foregoing paragraph, any Participant
who remains in the employ of the Company on the last day of the fiscal year in which a Change of
Control occurs shall be entitled to receive, in cash, to be paid within ninety (90) days after the
end of the fiscal year, an amount equal to the difference between (a) the bonus that would have
been paid to him or her for such fiscal year under the Plan as in effect on the date of the Change
of Control, using the Company’s actual Performance, and (b) the amount paid pursuant to the
foregoing paragraph, but only to the extent that the bonus that would have been paid hereunder is
greater than the amount paid pursuant to the foregoing paragraph.




 









 








          Notwithstanding the foregoing, with respect to the Company’s current Chairman, Chief Executive
Officer, and President, Richard J. Schnieders, and any Participant who is a party to the Company’s
form of severance agreement on file with the Securities and Exchange Commission, or any future
severance agreement with the Company, any bonus paid pursuant to this Section 7 shall be reduced,
but to not less than zero, by the amount of any payment pursuant to such Participant’s severance
agreement that is determined or calculated with respect to payments received or to be received
under this Plan or any predecessor or successor thereof.




8. Amendments and Termination




     The Plan may be amended at any time by the Board of Directors and any such amendment shall be
effective as of commencement of the fiscal year during which the Plan is amended, regardless of the
date of the amendment, unless otherwise stated by the Board of Directors. The Plan may be
terminated at any time by the Board of Directors and termination will be effective as of the
commencement of the fiscal year in which such action to terminate the Plan is taken. The Plan will
terminate, and no further awards may be made hereunder, on November 11, 2010. Any awards granted
prior to November 11, 2010 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 Plan and the
applicable grant agreements or programs. Notwithstanding the foregoing, no amendment or termination
following a Change of Control may in any way decrease or eliminate a payment due pursuant to
Section 7.



9. Overall Limitation upon Payments under Plan to Senior Executive Participants




     Notwithstanding any other provision in the Plan to the contrary, in no event shall any Senior
Executive Participant be entitled to a bonus amount for any fiscal year in excess of $10 million.



10. Prior Plan




     As of its effective date, May 14, 2008, 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 May 14, 2008 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.