exv10w9






Exhibit 10.9




EXECUTION COPY




SEVENTH AMENDED AND RESTATED




SYSCO CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Effective June 28, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION
	 	 	8	 
	 
	 	 	 	 
	2.1 Initial Eligibility
	 	 	8	 
	 
	 	 	 	 
	2.2 Frozen Participation
	 	 	8	 
	 
	 	 	 	 
	2.3 Frozen Participation Deemed Active Participation
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III VESTING
	 	 	9	 
	 
	 	 	 	 
	3.1 Vesting
	 	 	9	 
	 
	 	 	 	 
	3.2 Vesting upon a Change of Control
	 	 	10	 
	 
	 	 	 	 
	3.3 Compensation Committee Discretion
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT
	 	 	11	 
	 
	 	 	 	 
	4.1 Definitions
	 	 	11	 
	 
	 	 	 	 
	4.2 Minimum Vested Accrued Benefit as of June 28, 2008
	 	 	15	 
	 
	 	 	 	 
	4.3 Vested Accrued Benefit after June 28, 2008
	 	 	15	 
	 
	 	 	 	 
	4.4 Retirement Benefit
	 	 	16	 
	 
	 	 	 	 
	4.5 Benefit Commencement Date
	 	 	16	 
	 
	 	 	 	 
	4.6 Form of Payment
	 	 	16	 
	 
	 	 	 	 
	4.7 Temporary Supplement
	 	 	17	 
	 
	 	 	 	 
	4.8 Administrative Delay
	 	 	17	 
	 
	 	 	 	 
	4.9 Delay of Payments under Section 409A of the Code
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V DISABILITY & FROZEN PARTICIPATION
	 	 	18	 
	 
	 	 	 	 
	5.1 In General
	 	 	18	 
	 
	 	 	 	 
	5.2 Disability on or after June 28, 2008
	 	 	18	 
	 
	 	 	 	 
	5.3 Disability before June 28, 2008
	 	 	19	 
	 
	 	 	 	 
	5.4 Participation Frozen on or after June 28, 2008
	 	 	19	 
	 
	 	 	 	 
	5.5 Frozen Participation Deemed Active Participation
	 	 	19	 
	 
	 	 	 	 
	5.6 Participation Frozen before June 28, 2008
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI DEATH BENEFIT
	 	 	20	 
	 
	 	 	 	 
	6.1 Definitions
	 	 	20	 
	 
	 	 	 	 
	6.2 Death of Active Participant prior to Age 55
	 	 	20	 
	 
	 	 	 	 
	6.3 Death of Active Participant after Age 55
	 	 	21	 
	 
	 	 	 	 
	6.4 Death after a Change of Control that Occurs while an Active Participant
	 	 	21	 
	 
	 	 	 	 
	6.5 Death of Vested Terminated Participant or Disabled Participant
	 	 	22	 
	 
	 	 	 	 
	6.6 Death of Frozen Participant
	 	 	23	 
	 
	 	 	 	 
	6.7 Death of Retired Participant before or after Commencement of Benefits
	 	 	23	 
	 
	 	 	 	 
	6.8 Administrative Delay
	 	 	24	 






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(continued)




	 	 	 	 	 
	 	 	Page	 
	6.9 Beneficiary Designation for Ten (10) Year Certain Period
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS
	 	 	26	 
	 
	 	 	 	 
	7.1 Effect of this Article
	 	 	26	 
	 
	 	 	 	 
	7.2 Termination of Employment
	 	 	26	 
	 
	 	 	 	 
	7.3 Forfeiture for Cause
	 	 	26	 
	 
	 	 	 	 
	7.4 Forfeiture for Competition
	 	 	27	 
	 
	 	 	 	 
	7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments
	 	 	28	 
	 
	 	 	 	 
	7.6 Benefits upon Re-Employment
	 	 	29	 
	 
	 	 	 	 
	7.7 Claims Procedure
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION
	 	 	31	 
	 
	 	 	 	 
	8.1 Committee Appointment
	 	 	31	 
	 
	 	 	 	 
	8.2 Committee Organization and Voting
	 	 	31	 
	 
	 	 	 	 
	8.3 Powers of the Committee
	 	 	31	 
	 
	 	 	 	 
	8.4 Committee Discretion
	 	 	31	 
	 
	 	 	 	 
	8.5 Reimbursement of Expenses
	 	 	32	 
	 
	 	 	 	 
	8.6 Indemnification
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IX ADOPTION BY SUBSIDIARIES
	 	 	33	 
	 
	 	 	 	 
	9.1 Procedure for and Status after Adoption
	 	 	33	 
	 
	 	 	 	 
	9.2 Termination of Participation by Adopting Subsidiary
	 	 	33	 
	 
	 	 	 	 
	ARTICLE X AMENDMENT AND/OR TERMINATION
	 	 	34	 
	 
	 	 	 	 
	10.1 Amendment or Termination of the Plan
	 	 	34	 
	 
	 	 	 	 
	10.2 No Retroactive Effect on Awarded Benefits
	 	 	34	 
	 
	 	 	 	 
	10.3 Effect of Termination
	 	 	35	 
	 
	 	 	 	 
	ARTICLE XI FUNDING
	 	 	36	 
	 
	 	 	 	 
	11.1 Payments under This Plan are the Obligation of the Company
	 	 	36	 
	 
	 	 	 	 
	11.2 Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust
	 	 	36	 
	 
	 	 	 	 
	11.3 Reversion of Excess Assets
	 	 	36	 
	 
	 	 	 	 
	11.4 Participants Must Rely Only on General Credit of the Company
	 	 	37	 
	 
	 	 	 	 
	11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited
	 	 	37	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS
	 	 	38	 
	 
	 	 	 	 
	12.1 Responsibility for Distributions and Withholding of Taxes
	 	 	38	 
	 
	 	 	 	 
	12.2 Limitation of Rights
	 	 	38	 
	 
	 	 	 	 
	12.3 Distributions to Incompetents or Minors
	 	 	38	 
	 
	 	 	 	 
	12.4 Nonalienation of Benefits
	 	 	38	 






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(continued)




	 	 	 	 	 
	 	 	Page	 
	12.5 Reliance upon Information
	 	 	38	 
	 
	 	 	 	 
	12.6 Amendment Applicable to Active Participants Only Unless it Provides Otherwise
	 	 	39	 
	 
	 	 	 	 
	12.7 Severability
	 	 	39	 
	 
	 	 	 	 
	12.8 Notice
	 	 	39	 
	 
	 	 	 	 
	12.9 Gender and Number
	 	 	39	 
	 
	 	 	 	 
	12.10 Governing Law
	 	 	39	 
	 
	 	 	 	 
	12.11 Effective Date
	 	 	39	 
	 
	 	 	 	 
	12.12 Compliance with Section 409A
	 	 	39	 






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SEVENTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




          WHEREAS, Sysco Corporation (“SYSCO”) and its Subsidiaries established the Sysco Corporation
Supplemental Executive Retirement Plan (the “Current Plan”), effective July 3, 1988, to provide
certain highly compensated management personnel a supplement to their retirement pay so as to
retain their loyalty and to offer them a further incentive to maintain and increase their standard
of performance;




          WHEREAS, pursuant to Section 9.1 of the Current Plan, SYSCO’s board of directors (the “Board
of Directors”), the Committee or their designees may amend the Current Plan by an instrument in
writing;




          WHEREAS, the Board of Directors has determined that it is in the best interests of SYSCO and
its stockholders to amend and restate the Current Plan effective June 28, 2008, to: (i) change the
group of employees eligible to participate; (ii) change the definition of “Eligible Earnings” and
“Final Average Compensation;” (iii) make the Current Plan compliant with the Final Treasury
Regulations promulgated under Section 409A of the Code; (iv) expand the circumstances that SYSCO or
its Subsidiaries’ have the right to forfeit a Participant’s benefits and (v) make certain other
changes and clarifications to the Current Plan;




          NOW, THEREFORE, SYSCO hereby adopts the Seventh Amended and Restated Sysco Corporation
Supplemental Executive Retirement Plan, effective June 28, 2008 (the “Plan”), as follows:





1









 








ARTICLE I




DEFINITIONS




     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a
defined contribution plan qualified under Section 401(a) of the Code, and any U.S. qualified
defined contribution plan successor thereto.



     1.2 Active Participant. “Active Participant” means a Participant in the employ of the
Company who is not a Frozen Participant.



     1.3 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be
determined on the basis of the mortality and interest rate assumptions used in computing annuity
benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such
determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm
chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be
appropriate for the Pension Plan if the Pension Plan remained in existence with its last
participant census. “Actuarial Equivalent” means equality in value of the aggregate amounts
expected to be received under different forms of payment based on the mortality and interest
assumptions specified for purposes of Actuarial Equivalence.



     1.4 Affiliate. “Affiliate” means any entity with respect to which SYSCO beneficially
owns, directly or indirectly, at least 50% of the total voting power of the interests of
such entity and at least 50% of the total value of the interests of such entity.



     1.5 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a
ten (10) year certain period. A Participant’s Vested Accrued Benefit and Retirement Benefit are
expressed in the form of an Annuity, subject to the provisions of Section 4.6.



     1.6 Beneficiary. “Beneficiary” means a person or entity designated by the Participant
under the terms of this Plan to receive any amounts distributed under the Plan upon the death of
the Participant.



     1.7 Benefit Commencement Date. “Benefit Commencement Date” means the first date the
Participant’s benefits are payable under Section 4.5, without regard to any delay under Section
4.9.



     1.8 Benefit Limit. “Benefit Limit” shall have the meaning set forth in Section 4.1(l).



     1.9 Benefit Service. “Benefit Service” shall have the meaning set forth in Section 4.1(d).



     1.10 Board of Directors. “Board of Directors” means the Board of Directors of SYSCO.



     1.11 Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” shall
have the meaning set forth in Section 4.1(j).



2









 





     1.12 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 Act (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the
then-outstanding shares of SYSCO common stock (the “Outstanding SYSCO Common Stock”) or
(ii) the combined voting power of the then-outstanding voting securities of SYSCO entitled to vote
generally in the election of directors (the “Outstanding SYSCO Voting Securities”);
provided, however, that the following acquisitions shall not constitute a Change of Control:  (1)
any acquisition directly from SYSCO, (2) any acquisition by SYSCO, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by SYSCO or any Affiliate, or (4)
any acquisition by any corporation; pursuant to a transaction that complies with Sections (c)(i),
(c)(ii) and (c)(iii), below;




          (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to July 1, 2008 whose election, or
nomination for election by SYSCO’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 of Directors;




          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving SYSCO or any of its Affiliates, a sale or other disposition
of all or substantially all of the assets of SYSCO, or the acquisition of assets or stock of
another entity by SYSCO or any of its Affiliates (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 SYSCO Common Stock and the Outstanding
SYSCO 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 SYSCO or
all or substantially all of SYSCO’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 SYSCO Common Stock and the Outstanding SYSCO 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 SYSCO 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




3









 







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 of Directors providing
for such Business Combination; or




          (d) Approval by the stockholders of SYSCO of a complete liquidation or dissolution of SYSCO.




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



     1.14 Committee. “Committee” means the committee administering this Plan.



     1.15 Company. “Company” means SYSCO and any Subsidiary that has adopted the Plan with
the approval of the Committee pursuant to Section 9.1.



     1.16 Defined Benefit Offset. “Defined Benefit Offset” shall have the meaning set
forth in Section 4.1(g).



     1.17 Defined Contribution Offset. “Defined Contribution Offset” shall have the
meaning set forth in Section 4.1(h).



     1.18 Determination Date. “Determination Date” means the date as of which a
Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a
Participant’s Retirement benefit under Article IV shall be the date of the Participant’s
termination of employment from SYSCO or its Subsidiaries.



     1.19 Disabled Participant. “Disabled Participant” shall have the meaning set forth in
Section 6.1(b).



     1.20 Disability. “Disability” means that a Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months; (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement benefits for a period not
less than three (3) months under an accident and health plan covering employees of the Company; or
(iii) has been determined by the Social Security Administration to be totally disabled.



     1.21 Early Payment Criteria. “Early Payment Criteria” shall have the meaning set
forth in Section 4.5(b).



     1.22 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in
Section 4.1(a).



     1.23 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended.



     1.24 Frozen Participant. “Frozen Participant” shall have the meaning set forth in
Section 2.2.



4









 





     1.25 High-Five Average Compensation as of June 28, 2008. “High-Five Average
Compensation as of June 28, 2008” shall have the meaning set forth in Section 4.1(c).



     1.26 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and
two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial
Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and
his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to
two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above,
during the ten (10) year certain period, there shall be no reduction in the amount of such payment
regardless of the death of either or both the Participant and his spouse.



     1.27 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the
meaning set forth in Section 4.2.



     1.28 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the
Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive
Plan and the Sysco Corporation 2005 Management Incentive Plan, as each may be amended, and any
successor plans.



     1.29 Officer Ranking. “Officer Ranking” shall have the meaning set forth in Section
2.1(b).



     1.30 Offset Amount. “Offset Amount” shall have the meaning set forth in Section
4.1(f).



     1.31 Participant. “Participant” means an employee of a Company who is eligible for
and is participating in the Plan, and any other current or former employee of SYSCO and its
Subsidiaries who is entitled to a benefit under this Plan. 



     1.32 Pension Plan. “Pension Plan” means this Sysco Corporation Retirement Plan, a
defined benefit plan qualified under Section 401(a) of the Code, and any U.S. qualified defined
benefit pension plan successor thereto.



     1.33 Plan. “Plan” means the Seventh Amended and Restated Sysco Corporation
Supplemental Executive Retirement Plan, as set forth in this document and amended from time to
time.



     1.34 Plan Year. “Plan Year” means the period that coincides with the fiscal year of
SYSCO. SYSCO has a 52/53 week fiscal year beginning on the Sunday next following the Saturday
closest to June 30th of each calendar year.



     1.35 Protected Benefit and Protected Participant. A “Protected Benefit”, as
determined under Sections 4.2(b) and 4.3(b), is a benefit which is only applicable to a Protected
Participant. A “Protected Participant” is an individual who, as of July 3, 2005, was an Active
Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at
least ten (10) years of SERP Participation.



     1.36 Retired Participant. “Retired Participant” shall have the meaning set forth in
Section 6.1(c).



5









 





     1.37 Retirement. “Retirement” means the Participant’s termination of employment from
SYSCO or its Subsidiaries other than for death or Disability, provided that at the time of such
termination, the Participant is at least age fifty-five (55) and has a Vested Percentage of at
least 50%.



     1.38 Restoration Plan. “Restoration Plan” means the defined benefit non-qualified
deferred compensation plan to be adopted by SYSCO sometime after the effective date of this Plan.
The Restoration Plan is intended to cover individuals who first become MIP participants after June
28, 2008 but who do not satisfy the eligibility requirements for participation in the Plan under
Section 2.1.



     1.39 Section 409A. “Section 409A” means Section 409A of the Code and any other
guidance promulgated thereunder.



     1.40 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as
amended from time to time.



     1.41 Separation from Service. “Separation from Service” means “separation from
service” within the meaning of Section 409A.



     1.42 SERP Participation. “SERP Participation” refers to an individual’s periods of
participation in (a) the MIP prior to June 28, 2008 and (b) the Plan on or after June 28, 2008.
Noncontinuous eligible periods of time (e.g., as a result of a termination and subsequent
reemployment) shall be added together. A Participant’s years of SERP Participation shall mean the
number of full years of such eligible periods of participation determined on an elapsed time basis.
Except as provided under Section 2.3, participation while a Frozen Participant does not count as
SERP Participation.



     1.43 Service Factor. “Service Factor” shall have the meaning set forth in Section
4.1(e).



     1.44 Social Security Offset. “Social Security Offset” shall have the meaning set
forth in Section 4.1(i).



     1.45 Specified Employee. “Specified Employee” means a “specified employee” as defined
in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a
“key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of
the Code) of the Company. A Participant shall be treated as a key employee if he meets the
requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury
Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the
twelve (12) month period ending on an Identification Date (as defined below). If a Participant is
a key employee as of an Identification Date, he shall be treated as a Specified Employee for the
twelve (12) month period beginning on the first day of the fourth month following such
Identification Date. For purposes of any “Specified Employee” determination hereunder, the
“Identification Date” shall mean December 31. The Committee may in its discretion amend the Plan
to change the Identification Date, provided that any change to the Plan’s Identification Date shall
not take effect for at least twelve (12) months after the date of the Plan amendment authorizing
such change.



6









 





     1.46 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a
“controlled group of corporations” which includes SYSCO, as defined in Code Section 414(b), (b) any
trade or business under “common control” with SYSCO, as defined in Code Section 414(c), (c) any
organization which is a member of an “affiliated service group” which includes SYSCO, as defined in
Code Section 414(m), (d) any other entity required to be aggregated with SYSCO pursuant to Code
Section 414(o), and (e) any other organization or employment location designated as a “Subsidiary”
by resolution of the Board of Directors.



     1.47 SYSCO. “SYSCO” means Sysco Corporation, the sponsor of this Plan.



     1.48 Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” shall
have the meaning set forth in Section 4.1(b).



     1.49 Total Payments. “Total Payments” means all payments or benefits received or to
be received by a Participant within the meaning of Section 280G of the Code in connection with a
Change of Control of SYSCO under the terms of this Agreement or the Sysco Corporation Executive
Deferred Compensation Plan, and in connection with a Change of Control of SYSCO under the terms of
any stock option plan or any other plan, arrangement or agreement with the Company, its successors,
any person whose actions result in a Change of Control or any person affiliated with the Company or
who as a result of the completion of transactions causing a Change of Control become affiliated
with the Company within the meaning of Section 1504 of the Code, taken collectively.



     1.50 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set
forth in Article IV.



     1.51 Vesting Service. “Vesting Service” means service with SYSCO and its Subsidiaries
for which the Participant or Frozen Participant is awarded “credited service” under the Pension
Plan for vesting purposes or would have been awarded credited service under the Pension Plan for
vesting purposes if the Participant was covered under the Pension Plan; provided however, any
service before the later of the first date of hire by the Company or the date of acquisition by
SYSCO or a Subsidiary for which the Participant then worked shall not be included in calculating
the Participant’s Vesting Service



     1.52 Vested Percentage. “Vested Percentage” shall have the meaning set forth in
Article III.



     1.53 Vested Terminated Participant. “Vested Terminated Participant” shall have the
meaning set forth in Section 6.1(a).



7









 





ARTICLE II




ELIGIBILITY & CONTINUED PARTICIPATION




     2.1 Initial Eligibility. Unless otherwise determined by the Committee in its sole
discretion, eligibility to participate in the Plan shall be determined as follows:



          (a) A Company employee who is a MIP participant on June 28, 2008 is eligible.




          (b) A Company employee who first becomes a MIP participant after June 28, 2008 must also hold
an “Officer Ranking” to be eligible to participate in the Plan. A person has an Officer Ranking if
he holds one of the following positions: (i) with respect to SYSCO, Chief Executive Officer,
President, Chief Operating Officer, Chief Financial Officer, Executive Vice President or Senior
Vice President (including Senior Vice Presidents of Operations), (ii) an officer of equivalent or
higher rank of those described in clause (i) who is selected by the Board of Directors or (iii)
President of a Subsidiary.




     2.2 Frozen Participation. Unless otherwise determined by the Committee in its sole
discretion, an active Participant shall have his participation frozen (a “Frozen Participant”) as
of the earliest of the date he (i) ceases to be a MIP participant, (ii) with respect to an
individual described under Section 2.1(b), ceases to hold an Officer Ranking, or (iii) transfers
from the Company to a non-participating Subsidiary. Article V sets forth special rules that apply
to Frozen Participants.



     2.3 Frozen Participation Deemed Active Participation. For all purposes under this
Plan, a Frozen Participant shall be treated as if his participation had never been frozen if: (a)
he remains an employee of SYSCO or its Subsidiaries after his participation is frozen and
subsequently becomes eligible to participate in the Plan, or (b) his participation is frozen after
a Change of Control and he dies or is terminated from the employ of SYSCO or its Subsidiaries by
the then management within four (4) years after that Change of Control.



8









 





ARTICLE III




VESTING




     3.1 Vesting. A Participant’s Vested Percentage for purposes of calculating such
Participant’s Vested Accrued Benefit under Article IV shall be determined in accordance with this
Article III. For purposes of determining the Participant’s Vested Percentage, the Participant’s
age, Vesting Service and SERP Participation are determined as of the Determination Date. The
Vested Percentage shall be the greatest of the percentages determined under Sections 3.1(a), (b)
and (c), except the schedule under Section 3.1(b) shall not apply for purposes of
determining a Protected Participant’s Vested Percentage in his Protected Benefit.



          (a) If the Participant has at least ten (10) years of Vesting Service, his Vested Percentage
under this Section 3.1(a) shall be determined as follows:




	 	 	 	 	 
	Participant with at least  	 	 
	ten (10) years of Vesting	 	Vested
	Service whose age is	 	Percentage
	Less than 60
	 	 	0	%
	60 but less than 61
	 	 	50	%
	61 but less than 62
	 	 	60	%
	62 but less than 63
	 	 	70	%
	63 but less than 64
	 	 	80	%
	64 but less than 65
	 	 	90	%
	65 or more
	 	 	100	%






          (b) If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15)
years of SERP Participation, his Vested Percentage under this Section 3.1(b) (“Rule of 80”) shall
be determined as follows:




	 	 	 	 	 
	Sum of Participant’s full	 	 
	years of age plus full	 	Vested
	years of SERP Participation	 	Percentage
	Less than 70
	 	 	0	%
	70
	 	 	50	%
	71
	 	 	55	%
	72
	 	 	60	%
	73
	 	 	65	%
	74
	 	 	70	%
	75
	 	 	75	%
	76
	 	 	80	%
	77
	 	 	85	%
	78
	 	 	90	%
	79
	 	 	95	%
	80 or more
	 	 	100	%






9









 





          (c) If the Participant is (i) at least age sixty-two (62), (ii) has completed at least
twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of SERP
Participation, he shall have a Vested Percentage of 100%.




     3.2 Vesting upon a Change of Control. Notwithstanding Section 3.1 above, a
Participant’s Vested Percentage shall be 100% upon a Change of Control.



     3.3 Committee Discretion. Notwithstanding Section 3.1 above, the Committee, in its
sole discretion, may increase a Participant’s Vested Percentage under Section 3.1.



10









 





ARTICLE IV


VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT




     4.1 Definitions. The following definitions are used in this Article IV:



          (a) Eligible Earnings. “Eligible Earnings” means, for a given Plan Year, the sum of
the Participant’s: (i) salary, including salary deferred under the Sysco Corporation Executive
Deferred Compensation Plan (EDCP), and (ii) to the extent described in the table below: (A) all or
a portion of the bonus earned under the MIP (MIP Bonus) and (B) the bonus earned under the Sysco
Corporation 2006 Supplemental Performance Based Bonus Plan (Supplemental Performance Bonus), even
if the amounts described above were earned before the individual became a Participant.




	 	 	 	 	 	 	 
	 	 	Treatment of Bonuses for Purposes of Eligible Earnings
	 	 	 	 	 	 	Supplemental
	Plan Year	 	MIP Bonus (including any MIP Bonus deferred under the EDCP)	 	Performance
	(PY)	 	Benefits other than Protected Benefits	 	Protected Benefits	 	Bonus
	2009 PY and PYs thereafter

	 	Included, except for MIP Additional
Bonuses, but capped at 150% of base
salary rate as of the last day of the
Plan Year
	 	Included, except for MIP
Additional Bonuses, but
capped at 150% of base salary
rate as of the last day of
the Plan Year
	 	Excluded
	 
	 	 	 	 	 	 
	2008 PY

	 	Included, except for MIP Additional
Shares and MIP Additional Bonuses
	 	Included, except for MIP

Additional Bonuses
	 	Excluded
	 
	 	 	 	 	 	 
	2007 PY

	 	Included, except for MIP Additional

Shares
	 	Included in full
	 	Included, except for
calculation of Protected
Benefit
	 
	 	 	 	 	 	 
	2006 PY

	 	Included, except for MIP Additional
Shares and MIP Additional Cash
Bonuses
	 	Included in full
	 	Excluded
	 
	 	 	 	 	 	 
	2005 PY and prior PYs

	 	Included in full
	 	Included in full
	 	Excluded







	 	NOTE:    	 	The terms “MIP Additional Bonus”, “MIP Additional Shares” and “MIP Additional Cash Bonus” shall have the meanings given to them in
the MIP. 

No bonus other than those specified in the above table is included in Eligible Earnings.




Eligible Earnings shall not include a Participant’s compensation from a company before the date
such company was acquired by SYSCO or a Subsidiary



Solely for purposes of determining the salary component of Eligible Earnings used in the
determination of Ten-Year Final Average Compensation defined in (b) below, “salary” shall mean the annual rate of
the Participant’s base salary as of his last day of employment during the applicable Plan Year.




11









 








          (b) Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” means
the monthly average of the Participant’s Eligible Earnings for the ten (10) Plan Years (excluding
those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately
before or coincident with the Determination Date (as defined below). If the Participant does not
have ten (10) Plan Years of Eligible Earnings, the Participant’s Ten-Year Final Average
Compensation shall be based on the monthly average of Eligible Earnings for the available Plan
Years ending immediately before or coincident with the Determination Date. The Plan Year in which
the Participant was originally hired shall be disregarded if he was hired after the first business
day of such Plan Year. Similarly, the Plan Year in which the Determination Date occurs shall be
disregarded if the Determination Date occurs before the last business day of such Plan Year.
“Determination Date” means the date on which the earlier of the following events occurs:




               (i) the Participant becomes a Frozen Participant,



               (ii) a Change of Control occurs, unless the employee remains an employee of the Company and a
Participant for the Plan Year in which the Change of Control occurs and the next succeeding three
(3) Plan Years; or



               (iii) the earliest to occur of the Participant’s death, Disability or Retirement.



          (c) High-Five Average Compensation as of June 28, 2008. “High-Five Average
Compensation as of June 28, 2008” means the monthly average of the Participant’s Eligible Earnings
for the five (5) full Plan Years (which need not be successive) that yield the highest monthly
average of Eligible Earnings out of the ten (10) full Plan Years ending June 28, 2008. If the
Participant does not have five (5) full Plan Years of Eligible Earnings, the Participant’s
High-Five Average Compensation as of June 28, 2008 shall be based on the monthly average of
Eligible Earnings for the available full Plan Years ending June 28, 2008.




          (d) Benefit Service. “Benefit Service” means service with SYSCO and its Subsidiaries
for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes
or would have been awarded “credited service” under the Pension Plan for vesting purposes if the
Participant was covered under the Pension Plan; provided, however, the Compensation Committee of
the Board of Directors may, in its sole discretion, award a Participant additional Benefit Service.
Except as provided in Section 2.3, a Frozen Participant’s service after the date his participation
was frozen under Section 2.2 shall not count as Benefit Service.




          (e) Service Factor. “Service Factor” means a fraction equal to the Participant’s full
years of Benefit Service as of any given Determination Date (not to exceed 20 years) divided by
“20”.




          (f) Offset Amount. “Offset Amount” means, as of any given Determination Date, the sum
of a Participant’s Defined Benefit Offset, Defined Contribution Offset, Social Security Offset and
the Canada/Quebec Pension Plan Offset.




12









 








          (g) Defined Benefit Offset. “Defined Benefit Offset” refers to the offset of the
Participant’s vested accrued benefit under the Restoration Plan, the Pension Plan, and each other
U.S. tax-qualified defined benefit plan or Canadian registered pension plan sponsored by SYSCO or a
Subsidiary (or any company for which the Participant worked that was acquired by SYSCO or a
Subsidiary), each as of the Determination Date and determined as follows:




               (i) Such a vested accrued benefit shall only reflect the benefit derived from employer
contributions.



               (ii) Each such vested accrued benefit will be adjusted in accordance with provisions of the
applicable plan to reflect an assumed benefit commencement date of the later of (a) the Benefit
Commencement Date or (b) the date a retirement benefit is first payable to the Participant under
the applicable plan without regard to the actual election made by the Participant under such plan.
The resulting amount shall be converted to an Actuarially Equivalent Annuity as of the assumed
benefit commencement date.



               (iii) Such benefits shall include prior distributions (subject to the limitation in item (i)
and including but not limited to an in-service withdrawal or a qualified domestic relations order
distribution), increased with interest. If the prior distribution was a lump-sum payment, interest
will be credited from the date of the lump-sum payment. If the prior distribution consists or
consisted of periodic payments, the Actuarially Equivalent single-sum value of the stream of
payments will be determined as of the date of the first periodic payment and increased with
interest from such date. Interest on the lump-sum payment or single-sum value of periodic payments
will be credited to the assumed benefit commencement date described in (ii) above using the
interest rate used for determining Actuarial Equivalence. The resulting amount will be converted
to an Actuarial Equivalent Annuity as described in (ii) above.



          (h) Defined Contribution Offset. “Defined Contribution Offset” refers to the offset
of an Annuity that could be provided by the Participant’s vested account balance under the 401(k)
Plan and each other U.S. tax-qualified defined contribution plan or each Canadian tax-registered
capital accumulation plan sponsored by SYSCO or a Subsidiary (or any company for which the
Participant worked that was acquired by SYSCO or a Subsidiary), determined as follows:




               (i) Such account balance shall only reflect the vested balance derived from employer
contributions, excluding the balance attributable to 401(k) salary deferrals.



               (ii) Such account balance shall be determined as of the last day of the month preceding the
month of the Determination Date. However, if the Participant has not met the Early Payment
Criteria as of the Determination Date, this balance will be increased with interest to the Benefit
Commencement Date, using the interest rate used for determining Actuarial Equivalence. The balance
or, if applicable, balance increased with interest, shall be converted to an Actuarially Equivalent
Annuity as of the Benefit Commencement Date.



13









 





               (iii) Such balances shall include prior distributions (subject to the limitation in item (i)
and including but not limited to an in-service withdrawal or a qualified domestic relations order
distribution), increased with interest. Interest will be credited from the date of the lump-sum
payment to the Benefit Commencement Date, using the interest rate used for determining Actuarial
Equivalence. The resulting balance shall be converted to an Actuarially Equivalent Annuity as of
the Benefit Commencement Date. 



          (i) Social Security Offset. “Social Security Offset” means, as of any given
Determination Date, the Participant’s monthly old-age benefit under the Federal Social Security Act
or any similar federal act in effect as of the Determination Date and payable as of the later of
age sixty-two (62) or the Benefit Commencement Date (the “Social Security Benefit”), and without
regard to whether such Social Security Benefit is actually delayed, superseded, or forfeited
because of failure to apply or for any other reason. The amount of the Social Security Benefit
shall be determined based upon the pay and employment data that may be furnished by the Company
and/or the Participant concerned and it shall be assumed that the Participant has no compensation
after the Determination Date. Any pay for periods prior to the earliest data furnished shall be
estimated by applying a salary scale discount, and the discount applied for this purpose shall be
the actual change in average wages from year to year as determined by the Social Security
Administration.




          (j) Canada/Quebec Pension Plan Offset.  “Canada/Quebec Pension Plan Offset" means, as
of any given Determination Date, the Participant’s monthly retirement benefit payable under the
Canada Pension Plan or Quebec Pension Plan, as applicable, as in effect on the Determination Date
and payable as of the later of age sixty (60) or the Benefit Commencement Date (the “Canada/Quebec
Pension Benefit”), and without regard to whether such Canada/Quebec Pension Benefit is actually
delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount
of the Canada/Quebec Pension Benefit shall be determined based upon the pay and employment data
that may be furnished by the Company and/or the Participant concerned and it shall be assumed that
the Participant has no compensation after the Determination Date. Any pay for periods prior to the
earliest data furnished shall be estimated by applying a salary scale discount, and the discount
applied for this purpose shall be the actual change in average wages from year to year as
determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.




          (k) Participant who has paid into both the US Federal Social Security and either the
Canada Pension Plan or the Quebec Pension Plan. If a Participant has paid into both the US
Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan, while an
employee of SYSCO or its Subsidiaries, the monthly Social Security Offset will be assumed to be
zero and the monthly Canada/Quebec Pension Plan Offset will be determined to be a theoretical
amount calculated under the Canada Pension Plan or Quebec Pension Plan, as applicable, as if the
Participant had always been covered under and contributing to the Canada Pension Plan or
Quebec Pension Plan. For purposes of determining the monthly Canada/Quebec Pension Plan
Offset, the amount of the benefit shall be determined based upon the pay and employment data that
may be furnished by the Company and/or the Participant while a Canadian Participant. Any pay for
periods prior to the earliest data furnished shall be estimated by applying a salary scale
discount, and the discount applied for this purpose shall be the actual change in





14









 







average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan,
as applicable. Any pay for periods prior to the Determination Date and after the latest data
furnished shall be estimated by applying a salary scale factor, and the factor applied for this
purpose shall be the actual change in average wages from year to year as determined for purposes of
the Canada Pension Plan or the Quebec Pension Plan, as applicable. It shall be assumed that the
Participant has no compensation after the Determination Date. For purposes of the Temporary
Supplement of Section 4.7, the Participant will be treated as a Canadian Participant, regardless of
the status at Retirement.




          (l) Benefit Limit. “Benefit Limit” means the limit in effect for the Plan Year in
which the distribution event occurs and equals USD $178,537 per month for distribution events
occurring in the Plan Year ending June 28, 2008. For distribution events that occur in a Plan Year
ending after June 28, 2008, such monthly amount shall be adjusted in accordance with the percentage
increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), as measured from
(1) June of the second Plan Year preceding the Plan Year during which such distribution event
occurred to (2) June of the Plan Year immediately preceding the Plan Year during which such
distribution event occurred.




     4.2 Minimum Vested Accrued Benefit as of June 28, 2008. An Active Participant as of
June 28, 2008 shall have a “Minimum Vested Accrued Benefit” as of June 28, 2008 equal to:



          (a) In General. The Participant’s { High-Five Average Compensation as of June 28,
2008 × 50% × Service Factor × Vested Percentage } less Offset Amount; provided, however, the
resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.




          (b) For a Protected Participant. The greater of (i) the amount determined under
Section 4.2(a) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected
Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } ×
Service Factor × Vested Percentage.




The Determination Date for the elements in the benefit formulas under this Section 4.2 shall be
June 28, 2008 with the exception of the Vested Percentage and Benefit Limit, both of which shall be
determined as of the date of the distribution event.



     4.3 Vested Accrued Benefit after June 28, 2008. An Active Participant’s Vested
Accrued Benefit as of a Determination Date after June 28, 2008 shall equal the greater of the
Participant’s benefit, if any, under Section 4.2 above, or



          (a) In General. The Participant’s { Ten-Year Final Average Compensation × 50% ×
Service Factor × Vested Percentage } less Offset Amount; provided however, the resulting amount
shall not exceed the Participant’s Vested Percentage × Benefit Limit.




15









 








          (b) For a Protected Participant. The greater of (i) the amount determined under
Section 4.3(a) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year
Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage.



The Determination Date for the elements in the benefit formulas under Sections 4.3(a) and (b) above
shall be the date of the distribution event.




     4.4 Retirement Benefit. A Participant’s Retirement benefit shall equal the
Participant’s Vested Accrued Benefit under Section 4.3, where the Determination Date for
calculating such Vested Accrued Benefit is the Participant’s date of Retirement.



     4.5 Benefit Commencement Date.



          (a) Normal Payment Criteria. Unless a Participant satisfies the Early Payment
Criteria under Section 4.5(b), payment of the Participant’s Retirement benefit under Section 4.4
shall begin on the first day of the month coincident with or next following his sixty-fifth (65th)
birthday or actual Retirement date, whichever is later, if he survives to the applicable date.




          (b) Early Payment Criteria. If a Participant retires before age sixty-five (65) and
satisfies the Early Payment Criteria set forth below as of his Retirement date, payment of the
Participant’s Retirement benefit under Section 4.4 shall begin on the first day of the month
coincident with or next following the Participant’s Retirement date, if he survives to the
applicable date. The “Early Payment Criteria” are as follows:




               (i) Criteria for Early Payment of a Protected Benefit: As of his Retirement, the
Participant is at least age sixty (60), has at least 10 years of SERP Participation and has at
least twenty (20) years of Vesting Service.



               (ii) Criteria for Early Payment of a Benefit other than a Protected Benefit: As of
his Retirement, the Participant has either (1) satisfied the criteria in Section 4.5(b)(i) above or
(2) is at least age fifty-five (55) and has at least fifteen (15) years of SERP Participation.



               (iii) Committee Discretion. Notwithstanding the above, the Committee acting in its
sole discretion prior to December 31, 2008, may allow a Participant who terminates employment prior
to December 31, 2008 without meeting the Early Payment Criteria of Sections 4.5(b)(i) or
4.5(b)(ii), to commence receiving his Retirement benefits on the later of: (i) January 1, 2009, or
(ii) the first day of the month coincident with or next following the date that is six (6) months
after the Participant’s termination from employment, if he survives to the applicable date.



     4.6 Form of Payment. If the Participant is not married as of the Benefit Commencement
Date, the Retirement benefit will be paid in the form of an Annuity. If the Participant is married
as of the Benefit



16









 




Commencement Date, the Retirement benefit will be paid in the form of a Joint and
Survivor Annuity which is Actuarially Equivalent to the Annuity.




     4.7 Temporary Supplement. A U.S. Participant who retires before age sixty-two (62)
and meets the criteria of Sections 4.5(b)(i), 4.5(b)(ii) or 4.5(b)(iii) above, shall, in addition
to his Retirement benefit under Section 4.4, receive a Temporary Supplement equal to such
Participant’s monthly Social Security Offset. A Canadian Participant who retires before age sixty
(60) and meets the criteria of Sections 4.5(b)(i), 4.5(b)(ii) or 4.5(b)(iii) above, shall in
addition to his Retirement benefit under Section 4.4, be paid a Temporary Supplement equal to such
Participant’s monthly Canada/Quebec Pension Plan Offset. The Determination Date of the monthly
Social Security Offset or Canada/Quebec Pension Plan Offset, as applicable, shall be the
Participant’s date of Retirement. The Temporary Supplement will be paid to an eligible Participant
through and including the earlier of (a) the month in which the Participant dies or (b) the month
in which the U.S. Participant attains age sixty-two (62) or the Canadian Participant attains age
sixty (60).



     4.8 Administrative Delay. Except as required under Section 4.9, payment of the
Participant’s Retirement benefit and, if applicable, Temporary Supplement shall begin on the
Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as
administratively practicable thereafter. The aggregate amount of any delayed payments, without
interest, shall be paid to the Participant on such delayed commencement date.



     4.9 Delay of Payments under Section 409A of the Code . Notwithstanding any provision
of Section 4.5 and 4.7 to the contrary, if the distribution of a Retirement benefit under Section
4.5 (and, if applicable, a Temporary Supplement under Section 4.7) to a Participant who is a
Specified Employee result from such Participant’s Separation from Service, such distributions shall
not commence earlier than the date that is six (6) months after the date of such Participant’s
Separation from Service if such earlier commencement would result in the imposition of tax under
Section 409A. If distributions to a Participant are so delayed, such distributions shall commence
six months after the Benefit Commencement Date, and the aggregate amount of any such delayed
payments, together with interest on such delayed payments (calculated using the interest rate used
for determining Actuarial Equivalence), shall be paid to the Participant on such delayed
commencement date.



17









 





ARTICLE V




DISABILITY & FROZEN PARTICIPATION




     5.1 In General. This Article V provides special rules that apply to a Participant who
has a termination of employment due to Disability as defined in Section 1.20 and a Frozen
Participant as defined in Section 2.2. To the extent that this Article V or other provisions of
the Plan do not otherwise specify, such Participant shall be treated as any other Participant to
the extent necessary to implement this Article V.



     5.2 Disability on or after June 28, 2008. This Section 5.2 sets forth special rules
applicable to a Participant upon termination of employment due to Disability on or after June 28,
2008 as described below:



          (a) If the Participant is a Frozen Participant as of his date of Disability, the provisions of
this Section 5.2 shall not apply and he shall be treated as any other Frozen Participant whose
employment terminated for reasons other than Disability.




          (b) If the Participant satisfies the Early Payment Criteria under Section 4.5(b) as of his
date of Disability, his date of Disability shall be considered his date of Retirement and his
benefit will be determined under Section 4.4.




          (c) If Sections 5.2(a) and (b) above do not apply and, as of his date of Disability, the
Participant was at least age sixty (60) and had at least ten (10) years of Vesting Service, and his
Disability continues until age sixty-five (65), he shall be entitled to a deferred Vested Accrued
Benefit commencing as provided under Section 4.5(a). Such deferred Vested Accrued Benefit will be
determined as follows:




               (i) His Vested Percentage will be 100% for purposes of Sections 4.2 and 4.3.



               (ii) The Determination Date for all elements of the applicable benefit formula under Section
4.3(a) or 4.3(b) shall be the Participant’s date of Disability; provided, however, the
Determination Date of the Defined Benefit Offset shall be the later of (1) the Participant’s date
of Disability or (2) the date as of which the benefit accruals under the defined benefit plan
cease.



          (d) This Section 5.2(d) sets forth special rules applicable to a Participant described under
Section 5.2(c) who recovers from his Disability prior to age sixty-five (65) as set forth below:




               (i) If such Participant returns to the employ of the Company within sixty (60) days of such
recovery and is eligible to participate in the Plan upon such return as provided under Section 2.1,
the period
of his Disability through his re-employment date shall be counted as Benefit Service, Vesting
Service and SERP Participation.



18









 





               (ii) If such Participant returns to the employ of SYSCO or its Subsidiaries within sixty (60)
days of such recovery and is not eligible to participate in the Plan upon such return, his
participation shall be frozen as of his date of Disability.



               (iii) If such Participant does not return to the employ of SYSCO or its Subsidiaries within
sixty (60) days of such recovery, he shall be deemed to have retired as of his date of Disability.



     5.3 Disability before June 28, 2008. The provisions of Section 5.2 shall also apply
to a Participant whose Disability occurred before June 28, 2008, except such Participant’s deferred
Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of
the date of his Disability.



     5.4 Participation Frozen on or after June 28, 2008. For ease of reference, special
rules applicable to a participant who becomes a Frozen Participant, as described in Section 2.2, on
or after June 28, 2008 are restated below:



          (a) Vesting Service and Age Credit. During the period of time during which his
participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age
credit for vesting purposes under Article III and satisfaction of the Early Payment Criteria under
Section 4.5(b).




          (b) Benefit Service. A Frozen Participant’s service after the date his participation
is frozen shall not count as Benefit Service.




          (c) Ten-Year Final Average Compensation. A Frozen Participant’s Ten-Year Final
Average Compensation shall be determined as of the date his participation is frozen and frozen as
of such date.




          (d) SERP Participation. Frozen Participation shall not count as SERP Participation.




          (e) Offset Amount. No special rule applies to a Frozen Participant’s Offset Amount.
The Participant’s Offset Amount is determined as though his participation had never been frozen.




     5.5 Frozen Participation Deemed Active Participation. Notwithstanding the above
provisions of this Section 5.4, a Frozen Participant shall be treated as if his participation had
never been frozen, as described in Section 2.3, if (a) he remains a Company employee after his
participation is frozen and subsequently becomes eligible to participate in the Plan or (b) his
participation is frozen after a Change of Control and he dies or is terminated from the employ of
the Company by the then management within four (4) years after that Change of Control.



     5.6 Participation Frozen before June 28, 2008. The provisions of Sections 5.4 and 5.5
shall also apply to a Participant whose participation was frozen before June 28, 2008, except such
Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect
under the Plan as of the date his participation was frozen.



19









 





ARTICLE VI




DEATH BENEFIT




     6.1 Definitions. The following definitions are used in this Article VI:



          (a) Vested Terminated Participant. “Vested Terminated Participant” means a
Participant entitled to a deferred Vested Accrued Benefit commencing under the payment criteria
under Section 4.5(a).




          (b) Disabled Participant. “Disabled Participant” means a disabled Participant
described under Section 5.2(c) who is entitled to a deferred Vested Accrued Benefit commencing
under the Normal Payment Criteria under Section 4.5(a) if he remains continuously disabled to such
date.




          (c) Retired Participant. “Retired Participant” means a Participant (1) whose Benefit
Commencement Date has occurred but who has not yet received his first benefit payment or (2) who is
receiving benefit payments.




     6.2 Death of Active Participant prior to Age 55. If an Active Participant dies prior
to attaining age fifty-five (55), such Participant’s Beneficiary shall be entitled to receive a
death benefit as described below:



          (a) Amount of Death Benefit. Such annual death benefit shall equal 25% of the
Participant’s Three-Year Final Average Compensation, determined as follows:




               (i) “Three-Year Final Average Compensation” means the annual average of the
Participant’s Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which
the Participant does not have any Eligible Earnings) ending immediately before or coincident with
the Participant’s date of death. The Plan Year in which the Participant was originally hired shall
be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan
Year in which death occurs shall be disregarded if death occurs before the last business day of
such Plan Year. If the Participant does not have three (3) Plan Years of Eligible Earnings, the
Participant’s Three-Year Final Average Compensation shall be based on the annual average of
Eligible Earnings for the available Plan Years ending immediately before or coincident with the
Participant’s date of death. If all Plan years have been excluded (i.e. there are no “available”
Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Eligible Earnings
in the Plan Year in which he was originally hired.



               (ii) “Eligible Earnings” shall have the meaning given to such term under
Section 4.1(a); provided, however, the salary component of Eligible Earnings shall mean the
annual rate of the Participant’s base salary as of his last day of employment during the applicable
Plan Year.



20









 





          (b) Duration of Death Benefit. The above death benefit will be payable annually to
the Beneficiary for a period of ten (10) years certain, with payments commencing as of the first
day of the month coincident with or next following the Participant’s death.




     6.3 Death of Active Participant after Age 55. If an Active Participant dies after
attaining age fifty-five (55), such Participant’s Beneficiary shall be entitled to receive a death
benefit as described below:



          (a) Value of Death Benefit.




               (i) If such Participant, as of his date of death, is at least age sixty-five (65) or satisfies
the Early Payment Criteria under Section 4.5(b), the single-sum value of the death benefit shall
equal the greater of the Actuarially Equivalent single-sum value of (a) the death benefit that
would be payable under Section 6.2 if the age condition did not apply or (b) the Retirement benefit
that would have been payable to the Participant under Article IV assuming the Participant had
retired on his date of death.



               (ii) If such Participant does not satisfy the conditions in 6.3(a)(i) above, the single-sum
value of the death benefit shall equal the greater of the Actuarially Equivalent single-sum value
of (a) the death benefit that would be payable under Section 6.2 if the age condition did not apply
or (b) the hypothetical immediate Annuity equal to (i) the deferred Annuity that would have been
payable to the Participant under Article IV assuming the Participant had retired on his date of
death, reduced by (ii) five-ninths (5/9ths) of 1% for each full calendar month by which the first
payment of the death benefit precedes the month in which the Participant would have attained age
sixty-five (65).



          (b) Form and Duration of Death Benefit.




               (i) Married Participant. If the Participant is married at the time of his death, the
single-sum value of the death benefit determined in Section 6.3(a) above shall be converted to an
Actuarially Equivalent monthly annuity payable to the Beneficiary for life with a ten (10) year
certain period and commencing as of the first day of the month coincident with or next following
the Participant’s death.



               (ii) Participant is not Married. If the Participant is not married at the time of his
death, the single-sum value of the death benefit determined in Section 6.3(a) above shall be paid
to the Beneficiary in a lump sum as of the first day of the month coincident with or next following
the Participant’s death.



     6.4 Death after a Change of Control that Occurs while an Active Participant . If a
Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an
Active Participant or becomes a Vested Terminated Participant and (c) dies within four (4) years of
such Change of Control, a death benefit shall be payable to such Participant’s Beneficiary. The
death benefit shall be determined under Section 6.2 or 6.3, as applicable, based on such Active or
Vested Terminated Participant’s age as of his date of death and modified as follows:



21









 





          (a) Three-Year Final Average Compensation under Section 6.2 shall be determined as of the
Active Participant’s date of death or Vested Terminated Participant’s date of Retirement.




          (b) The Determination Date of the Article IV Retirement benefit under Section 6.3 shall be the
Active Participant’s date of death or Vested Terminated Participant’s date of Retirement.




          (c) Satisfaction of the Early Payment Criteria shall be determined as of the Active
Participant’s date of death.




     6.5 Death of Vested Terminated Participant or Disabled Participant . Upon the death of
(a) a Vested Terminated Participant who was not a Frozen Participant as of his date of Retirement
or (b) a Disabled Participant, such Participant’s Beneficiary shall be entitled to receive a death
benefit described below, unless the Change of Control provisions of Section 6.4 apply.



          (a) Amount of Death Benefit.




               (i) Married Participant. If such Participant was married as of his date of death, the
Participant’s spouse or other Beneficiary shall be entitled to the monthly survivor’s benefit that
would have been payable to the Participant’s spouse if the Participant had begun receiving a
hypothetical Retirement benefit equal to the Participant’s actual deferred Annuity under Section
4.5(a), reduced by five-ninths (5/9ths) of 1% for each full calendar month by which the first
payment of the death benefit precedes the month in which the participant would have attained age
sixty-five (65) and then converted to a Joint and Survivor Annuity. If the Participant designated
a Beneficiary other than his spouse, the Participant’s “Beneficiary” shall be substituted for the
Participant’s “spouse” for purposes of calculating the Joint and Survivor Annuity.



               (ii) If such Participant was not married as of his date of death, the Beneficiary shall be
entitled to receive a death benefit equal to the Actuarially Equivalent single-sum value of the ten
year certain guarantee that would have been payable to the Participant’s Beneficiary if the
Participant had begun receiving a hypothetical Retirement benefit equal to the Participant’s actual
deferred Annuity under Section 4.5(a), reduced by five-ninths (5/9ths) of 1% for each full calendar
month by which the first payment of the death benefit precedes the month in which the participant
would have attained age sixty-five (65).



          (b) Form and Duration of Death Benefit.




               (i) Married Participant. If the Participant is married at the time of his death, the
Beneficiary will receive a monthly annuity payable to the Beneficiary for life with a ten (10) year
certain period commencing as of the first day of the month coincident with or next following the
Participant’s death. Such monthly amount shall equal (a) the monthly amount of the hypothetical
Retirement benefit determined under Section 6.5(a)(i) above during the ten (10) year certain period
and (b) two-thirds (2/3) of such amount after the end of the ten (10) year certain period and
continuing for the life of the Beneficiary.



22









 





               (ii) Participant is not Married. If the Participant is not married at the time of his
death, the Actuarially Equivalent single-sum value determined under Section 6.5(a)(ii) above shall
be paid to the Beneficiary in a lump sum as of the first day of the month coincident with or next
following the Participant’s death.



     6.6 Death of Frozen Participant. If a Frozen Participant dies (a) while in the employ
of the Company and (b) after age sixty-five (65) or after satisfaction of the Early Payment
Criteria under Section 4.5(b), the Frozen Participant’s Beneficiary shall be entitled to receive a
death benefit as described below. (Absent satisfaction of the criteria in the preceding sentence,
no death benefit is payable as a result of the death of a Frozen Participant before commencement of
Retirement benefits.)



          (a) Amount, Form and Duration of Death Benefit.




               (i) Married Participant. If such Frozen Participant was married as of his date of
death, the Participant’s spouse or other Beneficiary shall be entitled to receive a monthly benefit
equal to the survivor’s benefit that would have been payable to the Participant’s spouse if the
Participant had retired on his date of death and died before receipt of the first benefit payment;
provided, however, the Participant’s “Beneficiary” shall be substituted for the Participant’s
“spouse” for purposes of calculating the Joint and Survivor Annuity if the Participant designated a
Beneficiary other than his spouse.



               (ii) If such Participant was not married as of his date of death, the Beneficiary shall be
entitled to receive a lump sum payment equal to the value of the monthly benefit payable for ten
(10) years certain that would have been payable to the Participant’s Beneficiary if the Participant
had retired on his date of death and died before receipt of the first payment.



     6.7 Death of Retired Participant before or after Commencement of Benefits. If a
Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at
Retirement or (b) dies after benefit payments begin, any death benefit that may be payable is a
function of the form of payment applicable to such Retired Participant (“Joint and Survivor
Annuity” or “Annuity” as provided under Section 4.6), as described below:



          (a) Joint and Survivor Annuity.




               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the
Participant or his spouse (but not both) dies before the first benefit payment or during the ten
(10) year certain period following the Benefit Commencement Date, the benefit amount payable during
their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period
and then two-thirds (2/3) of that amount shall be paid to the survivor for life.



               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If
both the Participant and his spouse die before the first benefit payment or during the ten (10)
year certain period
following the Benefit Commencement Date, the benefit amount payable during their joint lives
shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.



23









 





               (iii) Cessation of Benefits. No further benefits are payable after the later of (a)
the deaths of the Participant and his spouse or (b) the end of the ten (10) year certain period.



               (iv) Spouse. For purposes of this Section 6.7(a), “Spouse” refers to the
Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor
Annuity, even if the Participant is married to a different individual at the time of the
Participant’s death.



          (b) Annuity.




               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies
before the first benefit payment or during the ten (10) year certain period following the Benefit
Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the
balance of the ten (10) year certain period.



               (ii) Cessation of Benefits. No further benefits are payable after the later of (a)
the death of the Participant or (b) the end of the ten (10) year certain period.



     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in
this Article VI or the first day of the month as soon as administratively practicable thereafter
and within ninety (90) days of the Participant’s death. The aggregate amount of any such delayed
payments, without interest on such delayed payments, shall be paid to the Beneficiary on such
delayed commencement date.



     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary
designation shall be effective upon receipt by the Committee of a properly executed form which the
Committee has approved for that purpose, and shall remain in force until revoked or changed by the
Participant. The Participant may, from time to time, revoke or change any designation of
Beneficiary by filing another approved Beneficiary designation form with the Committee.



          (a) Upon entering the Plan, each Participant shall file with the Committee a designation of
one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4, 6.5 and 6.6
shall be payable. Any Beneficiary designation by a married Participant who designates any person
or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse
has indicated consent by completing and signing the applicable spousal consent section of the
approved beneficiary designation form.




          (b) Upon Retirement and prior to commencement of benefits under Article IV, the Participant
shall designate one or more Beneficiaries to receive the remaining period certain payments, which
designation shall be made and modified in accordance with the procedures set forth in this Section
6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period
certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be
the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of
a Participant may not change the Beneficiaries designated by the Participant, including the
Beneficiaries to whom the remaining period certain payments may be




24









 







paid. Notwithstanding the
preceding sentences of this section 6.9 (b), in the case of a Joint and Survivor Annuity, a
Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse
both die during the ten (10) year certain period and (b) if the Participant dies during the ten
(10) year certain period and the Beneficiaries designated by the Participant have predeceased the
Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the
survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive
any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.




          (c) If there is no valid Beneficiary designation on file with the Committee at the time of the
Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation
have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the
Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise
the Participant’s estate. A Beneficiary who is an individual shall be deemed to have predeceased
the Participant if the Beneficiary dies within 30 days of the date of the Participant’s death. If
any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to
exist, before receiving all payments due under this Article VI, the balance of the payments that
would have been paid to that Beneficiary shall, unless the Participant’s designation provides
otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an
entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the
Participant’s estate.




25









 








ARTICLE VII




PROVISIONS RELATING TO ALL BENEFITS




     7.1 Effect of this Article. The provisions of this Article shall control over all
other provisions of this Plan.



     7.2 Termination of Employment. A Participant’s termination of employment for any
reason prior to the Participant’s vesting under Article III shall cause the Participant and all his
Beneficiaries to forfeit all interests in and under this Plan, other than any benefit payable under
Article VI.



     7.3 Forfeiture for Cause.



          (a) Forfeiture on Account of Discharge. If the Committee finds, after full
consideration of the facts presented on behalf of SYSCO or a Subsidiary and a former Participant,
that the Participant was discharged by SYSCO or a Subsidiary for: (i) fraud, (ii) embezzlement,
(iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by
SYSCO or a Subsidiary which damaged SYSCO or a Subsidiary, or (vi) disclosing trade secrets of
SYSCO or a Subsidiary ((i) through (vi) individually and collectively referred to as “Forfeiture
Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be
forfeited.




          (b) Forfeiture after Commencement of Benefits. If the Committee finds, after full
consideration of the facts presented on behalf of SYSCO or a Subsidiary and the former Participant,
that a former Participant who has begun receiving benefits under this Plan engaged in a Forfeiture
Event during his employment with SYSCO or a Subsidiary (even though the Participant was not
discharged from SYSCO or the Subsidiary for such a Forfeiture Event), the former Participant’s
and/or Beneficiaries remaining benefit payments under the Plan shall be forfeited.




          (c) Committee Discretion. The decision of the Committee as to the existence of a
Forfeiture Event shall be final. No decision of the Committee shall affect the finality of the
discharge of the Participant by SYSCO or the Subsidiary in any manner.




          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures
created by Sections 7.3(a) and 7.3(b) shall not apply to a Participant or former Participant who:
(i) is discharged during the Plan Year in which a Change of Control occurs, or during the next
three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the
“Change of Control Period”) or (ii) during the Change of Control Period is determined by the
Committee to have engaged in a Forfeiture Event, unless an arbitrator selected to review
the Committee’s findings agrees with the Committee’s determination to apply the forfeiture.
The arbitration shall be governed by the provisions of Section 7.7(e) below.




26









 








     7.4 Forfeiture for Competition.



          (a) If, at the time a distribution is being made or is to be made to a Participant, the
Committee finds, after full consideration of the facts presented on behalf of SYSCO or a Subsidiary
and the Participant, that the Participant has engaged in any of the conduct set forth in Section
7.4(b) through 7.4(h), the entire benefit remaining to be paid to the Participant and/or his
Beneficiaries shall be forfeited, even though it may have been previously vested under any portion
of this Plan; provided, however, that this Section 7.4(a) shall not apply to any Participant whose
termination of employment from SYSCO or a Subsidiary occurs during the Plan Year in which a Change
of Control occurs or during the next three (3) succeeding Plan Years following the Plan Year in
which a Change of Control occurs.




          (b) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant either directly or indirectly owns,
operates, manages, controls, or participates in the ownership, management, operation, or control
of, or is employed by, or is paid as a consultant or other independent contractor by, a business
which competes with any aspect of the business of SYSCO or a Subsidiary by which he was formerly
employed (as the scope of that company’s business is defined as of the date of Participant’s
termination of employment) in a trade area served by SYSCO or the Subsidiary at the time
distributions are being made or to be made and in which the Participant directly or indirectly
represented SYSCO or the Subsidiary while employed by it; and the Participant continues to be so
engaged ten (10) days after written notice has been given to him by or on behalf of SYSCO or the
Subsidiary.




          (c) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant directly or indirectly owns, operates,
manages, controls, or participates in the ownership, management, operation, or control of, or is
employed by, or is paid as a consultant or other independent contractor by, a customer or supplier
of SYSCO or a Subsidiary by which he was formerly employed and with whom the Participant dealt,
either directly or indirectly through the supervision of others, on behalf of SYSCO or a Subsidiary
by which he was formerly employed; and the Participant continues to be so engaged ten (10) days
after written notice has been given to him by or on behalf of SYSCO or the Subsidiary.




          (d) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant, on behalf of a business which competes
with SYSCO or a Subsidiary by which he was
formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective
customer of SYSCO or a Subsidiary by which he was formerly employed and with whom the Participant
dealt, either directly or




27









 







indirectly through the supervision of others, on behalf of SYSCO or the
Subsidiary by which he was formerly employed.




          (e) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant, on behalf of a business which competes
with SYSCO or a Subsidiary by which he was formerly employed, directly or indirectly markets to,
solicits or buys from any supplier of SYSCO or a Subsidiary by which he was formerly employed and
with whom the Participant dealt, either directly or indirectly through the supervision of others,
on behalf of SYSCO or the Subsidiary by which he was formerly employed.




          (f) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant, on behalf of a business which competes
with SYSCO or a Subsidiary by which he was formerly employed, directly or indirectly solicits,
offers employment to, hires or otherwise enters into a consulting relationship with any employee of
SYSCO or any Subsidiary.




          (g) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant (i) fails to return to SYSCO or the
Subsidiary, within ten (10) days of any request issued to the Participant, any and all trade
secrets or confidential information or any portion thereof and all materials relating thereto in
his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse
engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any
means, or for any purpose, any SYSCO or Subsidiary trade secrets or confidential information or any
portion thereof or any materials relating thereto.




          (h) Consistent with Section 7.4(a), forfeiture shall occur if, at any time after his
termination of employment from SYSCO or a Subsidiary and while any remaining benefit is to be paid
to the Participant and/or his Beneficiaries under this Plan, and without written consent of SYSCO’s
Chief Executive Officer or General Counsel, the Participant makes any disparaging comments or
accusations detrimental to the reputation, business, or business relationships of SYSCO (as
reasonably determined by SYSCO or a Subsidiary), and the Participant fails to retract such comments
or accusations within sixty (60) days after written notice demanding such retraction has been
provided to him by or on behalf of SYSCO or the Subsidiary.




     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute
Payments. In the event that any payment or benefit received or to be received by a Participant
in connection with a “change of control” (as defined in Section 280G of the Code and the
regulations thereunder) of SYSCO or the termination of his employment by the Company would not be
deductible, whether in whole or in part, by the Company or any



28









 




Affiliate, as a result of Section
280G of the Code, the benefits payable under this Plan shall first be reduced until no portion of
the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits
payable under this Plan have been reduced to zero. The reduction in benefits payable under this
Plan shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued
Benefit. If any further reduction is necessary, the benefits payable under the Sysco Corporation
Executive Deferred Compensation Plan shall then be reduced under the terms of that Plan. In
determining this limitation: (a) no portion of the Total Payments which the Participant has waived
in writing prior to the date of the payment of benefits under this Plan shall be taken into
account, (b) no portion of the Total Payments which tax counsel, selected by the Company’s
independent auditors and acceptable to the Participant, determines not to constitute a “parachute
payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account, (c) no
portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and
acceptable to the Participant, determines to be reasonable compensation for services rendered
within the meaning of Section 280G(b)(4) of the Code shall be taken into account, and (d) the value
of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be
determined by the Company’s independent auditors in accordance with Sections 280G(d)(3) and (4) of
the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation and Stock
Option Committee of the Board of Directors, may, within its sole discretion and pursuant to an
agreement approved by the Compensation and Stock Option Committee, waive application of this
Section 7.5, when it determines that specific situations warrant such action.




     7.6 Benefits upon Re-Employment. If a former Participant who is receiving benefit
payments under this Plan is re-employed by the Company, the payment of the benefit shall continue
during his period of re-employment. The re-employed former Participant’s benefit shall not be
changed as a result of his re-employment.



     7.7 Claims Procedure. Any person who believes that he or she is being denied a
benefit to which he or she is entitled under the Plan (referred to hereinafter as a
“Claimant”) must file a written request for such benefit with the Committee; provided,
however, that any claim involving entitlement to, the amount of or the method or timing of payment
of a benefit affected by a Change of Control shall be governed by mandatory arbitration under
Section 7.7(e). Such written request must set forth the Claimant’s claim and must be addressed to
the Committee at the Company’s principal office.



          (a) Initial Claims Decision. The Committee shall generally provide written notice to
the Claimant of its decision within ninety (90) days (or forty-five (45) days for a
Disability-based claim) after the claim is filed with the Committee; provided, however, that the
Committee may have up to an additional ninety (90) days (or up to two (2) thirty (30) day periods
for a Disability-based claim), to decide the claim, if the Committee determines that special
circumstances require an extension of time to decide the claim, and the Committee advises
the Claimant in writing of the need for an extension (including an explanation of the special
circumstances requiring the extension) and the date on which it expects to decide the claim.




29









 








          (b) Appeals. A Claimant may appeal the Committee’s decision by submitting a written
request for review to the Committee within sixty (60) days (or 180 days for a Disability-based
claim) after the earlier of receiving the denial notice or after expiration of the initial review
period. Such written request must be addressed to the Committee at the Company’s principal office.
In connection with such request, the Claimant (and his or her authorized representative, if any)
may review any pertinent documents upon which the denial was based and may submit issues and
comments in writing for consideration by the Committee. If the Claimant’s request for review is
not received within the earlier of sixty (60) days (or 180 days for a Disability-based claim) after
receipt of the denial or after expiration of the initial review period, the denial shall be final,
and the Claimant shall be barred and estopped from challenging the Committee’s determination.




          (c) Decision Following Appeal. The Committee shall generally make its decision on the
Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a Disability-based
claim) following its receipt of the Claimant’s request for appeal; provided, however, that the
Committee may have up to an additional sixty (60) days (or forty-five (45) days for a
Disability-based claim) to decide the claim, if the Committee determines that special circumstances
require an extension of time to decide the claim and the Committee advises the Claimant in writing
of the need for an extension (including an explanation of the special circumstances requiring the
extension) and the date on which it expects to decide the claim. The Committee shall notify the
Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is
adverse.




          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Committee
shall be binding and conclusive upon all persons, and completion of the claims procedures described
in this Section 7.7 shall be a precondition to commencement of mandatory and binding arbitration
set forth in Section 7.7(e) below. Notwithstanding the preceding sentence, the Committee may, in
its sole discretion, waive the procedures described in Sections 7.7(a) through 7.7(c) as a
precondition to mandatory and binding arbitration set forth in Section 7.7(e) below.




          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to this
Plan, including, without limitation, any benefit allegedly due under this Plan or that is the
subject of any forfeiture decision under this Plan, shall be submitted to mandatory and binding
arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee
Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive
jurisdiction of the AAA’s regional office for the State of Delaware. The arbitrator shall be
selected by permitting the Company and the Participant to strike one name each from a panel of
three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The
person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent
of discovery, if any, that is needed to resolve the dispute after hearing the positions of each
party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the
State of Delaware to resolve any dispute without regard for any conflict of law
principles, as Participant acknowledges that the Company is organized under the laws of the
State of Delaware. The decision of the arbitrator shall be final and binding on both parties.




30









 








ARTICLE VIII




ADMINISTRATION




     8.1 Committee Appointment. The Committee shall be appointed by the Board of Directors
or its designee. Each Committee member shall serve until his or her resignation or removal. The
Board of Directors, or its designee, shall have the sole discretion to remove any one or more
Committee members and appoint one or more replacement or additional Committee members from time to
time.



     8.2 Committee Organization and Voting. The organizational structure and voting
responsibilities of the Committee shall be as set forth in the bylaws of the Committee.



     8.3 Powers of the Committee. The Committee shall have the exclusive responsibility
for the general administration of this Plan according to the terms and provisions of this Plan and
shall have all powers necessary to accomplish those purposes, including but not by way of
limitation the right, power and authority:



          (a) to make rules and regulations for the administration of this Plan;




          (b) to construe all terms, provisions, conditions and limitations of this Plan;




          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear
in this Plan in the manner and to the extent it deems expedient to carry this Plan into effect for
the greatest benefit of all parties at interest;




          (d) subject to Section 7.3, to determine all controversies relating to the administration of
this Plan, including but not limited to:




               (i) differences of opinion arising between the Company and a Participant in accordance with
Sections 7.7(a) through 7.7(c), except when the difference of opinion relates to the entitlement
to, the amount of or the method or timing of payment of a benefit affected by a Change of Control,
in which event, such difference of opinion shall be decided by mandatory and binding arbitration
under Section 7.7(e); and



               (ii) any question it deems advisable to determine in order to promote the uniform
administration of this Plan for the benefit of all parties at interest; and



          (e) to delegate by written notice any plan administration duties of the Committee to such
individual members of the Committee, individual employees of the Company, or groups of employees of
the Company, as the Committee determines to be necessary or advisable to properly administer the
Plan.




     8.4 Committee Discretion. The Committee has the sole power and authority to
administer this Plan, and any decision made by, or action taken by, the Committee in good faith
shall be final and binding on all parties,



31









 




subject to the provisions of Sections 7.7(a) through
7.7(c). Notwithstanding the foregoing, Committee decisions or actions during the Plan Year in
which a Change of Control occurs and during the next three (3) succeeding Plan Years are subject to
mandatory and binding arbitration pursuant to Section 7.7(e).




     8.5 Reimbursement of Expenses. The Committee shall serve without compensation for
their services but shall be reimbursed by SYSCO for all expenses properly and actually incurred in
the performance of their duties under this Plan.



     8.6 Indemnification. To the extent permitted by law, members of the Board of
Directors, members of the Committee, employees of the Company, and all agents and representatives
of the Company shall be indemnified by the Company, and saved harmless against any claims resulting
from any action or conduct relating to the administration of the Plan, except claims arising from
gross negligence, willful neglect or willful misconduct.



32









 





ARTICLE IX




ADOPTION BY SUBSIDIARIES




     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of
the Committee, adopt this Plan by appropriate action of its board of directors. The terms of this
Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same
manner as is expressly provided for Sysco and its Participants except that the powers of the Board
of Directors and the Committee under this Plan shall be exercised by the Board of Directors of
SYSCO or the Committee, as applicable. SYSCO and each Subsidiary adopting this Plan shall bear the
cost of providing plan benefits for its own Participants. SYSCO shall initially pay the costs of
the Plan each Plan Year. However, each adopting Subsidiary shall then be billed back for the
actuarially determined costs pertaining to it in accordance with the appropriate Financial
Accounting Standards Board pronouncements. It is intended that the obligation of SYSCO and each
Subsidiary with respect to its Participants shall be the sole obligation of the Company that is
employing the Participant and shall not bind any other Company.



     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this
Plan may, by appropriate action of its board of directors, terminate its participation in this
Plan. The Committee may, in its discretion, also terminate a Subsidiary’s participation in this
Plan at any time. The termination of the participation in this Plan by a Subsidiary shall not,
however, affect the rights of any Participant who is working or has worked for the Subsidiary as to
benefits previously accrued by the Participant under this Plan without his consent.



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ARTICLE X




AMENDMENT AND/OR TERMINATION




     10.1 Amendment or Termination of the Plan. The Board of Directors, the Committee, or
their designees, may amend this Plan at any time by an instrument in writing without the consent of
any adopting Company; provided, however, that authority to terminate this Plan or to make any Plan
amendment that would have a significant financial statement or benefit impact on the Company shall
be reserved to the Board of Directors or its designee. Notwithstanding the foregoing, in no event
shall the Board of Directors have the authority to terminate this Plan during the two (2) years
following a Change of Control.



     10.2 No Retroactive Effect on Awarded Benefits.



          (a) General Rule. Absent a Participant’s prior consent, no amendment shall affect the
rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum
Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to
a Change of Control after a Change of Control has occurred.




          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a
Participant’s Minimum Vested Accrued Benefit as of the date of an amendment:




               (i) The Determination Date for the elements in the benefit formulas under Section 4.3 shall be
the effective date of the amendment with the exception of the Vested Percentage and Benefit Limit,
both of which shall be determined as of the date of the distribution event.



               (ii) On and after the effective date of such amendment, for purposes of vesting under Article
III and the Early Payment Criteria under Section 4.5(b), a Participant shall continue to be awarded
(1) Vesting Service until such Participant’s termination of employment with SYSCO and its
Subsidiaries and (2) years of SERP Participation until such Participant is no longer a SERP
Participant.



          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this
Section 10.2, the Board of Directors retains the right at any time (1) to change in any manner or
to discontinue the death benefit provided in Article VI and/or the additional awarding of Vesting
credit under Section 5.2(c) after termination for Disability, except for a period of four (4) years
after a Change of Control for those persons who at that time were covered by the death benefit and
those persons who at that time were covered by the additional vesting credit for Disability, and
(2) to change in any manner the benefit under Article IV, provided such benefit is not less than
the minimum benefit under Section 10.2(b).




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     10.3 Effect of Termination. Upon termination of the Plan, the following provisions of
this Section 10.3 shall apply:



          (a) With respect to benefits that become payable as a result of a distribution event on or
after the effective date of the Plan’s termination, a Participant’s: (i) Ten-Year Final Average
Compensation shall be determined as of the earlier of the Determination Date specified in Section
4.1(b) or the date of the Plan’s termination, (ii) Benefit Service shall cease as of the earlier of
the date specified in Section 4.1(d) or the date of the Plan’s termination and (iii) Three-Year
Final Average Compensation under Article VI shall be determined as of the earlier of the date
specified under Section 6.2(a)(i) or the date of the Plan’s termination.




          (b) The Board of Directors or its designee may, in its sole discretion, authorize
distributions to Participants as a result of the Plan’s termination, provided that:




               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated
with this Plan under Section 1.409A-1(c) of the Treasury Regulations if the Participant
participated in such arrangements are terminated;



               (ii) No distributions other than distributions that would be payable under the terms of the
Plan if the termination had not occurred are made within twelve (12) months of the termination of
the Plan;



               (iii) All distributions of all benefits to be provided hereunder are paid within twenty-four
(24) months of the termination of the Plan; and



               (iv) The Company does not adopt a new deferred compensation arrangement at any time within
three (3) years following the date of the termination of the Plan that would be aggregated with
this Plan under Section 1.409A-1(c) of the Treasury Regulations if the Participant participated in
this Plan and the new arrangement.



          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b), on and after the effective
date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to
the Plan’s termination, (ii) all retirement benefits accrued prior to the date of termination shall
be payable only under the conditions, at the time, and in the form then provided in this Plan,
(iii) no Participant shall be entitled to Plan benefits solely as a result of the Plan’s
termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions
of Sections 7.3 and 7.4, and the restrictions set forth in Section 7.5 shall continue in effect.




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ARTICLE XI




FUNDING




     11.1 Payments Under This Plan are the Obligation of the Company. The Company shall
pay the benefits due the Participants under this Plan; however, should it fail to do so when a
benefit is due, the benefit shall be paid by the trustee of that certain trust agreement by and
between the Company and JPMorgan Chase Bank, with respect to the funding of the Plan. In any
event, if the trust fails to pay for any reason, the Company still remains liable for the payment
of all benefits provided by this Plan.



     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust.
It is specifically recognized by both the Company and the Participants that the Company may, but is
not required to, purchase life insurance so as to accumulate assets to fund the obligations of the
Company under this Plan, and that the Company may, but is not required to contribute any policy or
policies it may purchase and any amount it finds desirable to a trust established to accumulate
assets sufficient to fund the obligations of all of the Companies under this Plan. However, under
all circumstances, the Participants shall have no rights to any of those policies; and, likewise,
under all circumstances, the rights of the Participants to the assets held in the trust shall be no
greater than the rights expressed in this Plan and the trust agreement. Nothing contained in the
trust agreement which creates the funding trust shall constitute a guarantee by any Company that
assets of the Company transferred to the trust shall be sufficient to pay any benefits under this
Plan or would place the Participant in a secured position ahead of general creditors should the
Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s
obligations under this Plan must specifically set out these principles so it is clear in that trust
agreement that the Participants in this Plan are only unsecured general creditors of the Company in
relation to their benefits under this Plan.



     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary,
who last performed the annual actuarial valuation of the Pension Plan, to determine the present
value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether
it is or not), as of the end of the Plan Year coincident with or last preceding the request, of all
Participants and Beneficiaries of deceased Participants for which all Companies are or will be
obligated to make payments under this Plan. If the fair market value of the assets held in the
trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued
Benefits of all Participants and Beneficiaries by 25%, any Company may direct the trustee to return
to such Company its proportionate part of the assets which are in excess of 125% of the Vested
Accrued Benefits. Each Company’s share of the excess assets shall be the Participants’ present
value of the Vested Accrued Benefit earned while in the employ of that Company as compared to the
total of the present value of the Vested Accrued Benefits earned by all Participants under the Plan
times the excess assets. For this purpose, the present value of the Vested Accrued Benefit shall
be calculated using the data for the preceding
Plan Year brought forward using the assumptions used to determine the actuarially determined
costs according to the appropriate Financial Accounting Standards Board pronouncements. If there
has been a Change of Control, to determine excess assets, all contributions made prior to



36









 




the Change of Control shall be subtracted from the fair market value of the assets held in the trust as
of the determination date but before the determination is made.




     11.4 Participants Must Rely Only on General Credit of the Company. The Company and
the Participants recognize that this Plan is only a general corporate commitment, and that each
Participant is merely an unsecured general creditor of the Company with respect to any of the
Company’s obligations under this Plan, even if the Company, pursuant to Section 11.1, establishes a
rabbi trust to fund all or a part of its obligations under this Plan.



     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is
Prohibited. No Company employing a Participant whose income is subject to the Canadian tax
laws shall be permitted to fund its obligation to that person through any rabbi trust, fund,
sinking fund, or other financial vehicle even though under applicable law the assets held to fund
the obligation are still subject to the general creditors of the Company.



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ARTICLE XII




MISCELLANEOUS




     12.1 Responsibility for Distributions and Withholding of Taxes. The Committee shall
furnish information, to the Company last employing the Participant, concerning the amount and form
of distribution to any Participant entitled to a distribution so that the Company may make or cause
the Rabbi Trust to make the distribution required. The Committee shall also calculate the
deductions from the amount of the benefit paid under this Plan for any taxes required to be
withheld by federal, state, local, or foreign government and shall cause them to be withheld.



     12.2 Limitation of Rights. Nothing in this Plan shall be construed:



          (a) to give a Participant any right with respect to any benefit except in accordance with the
terms of this Plan;




          (b) to limit in any way the right of SYSCO or a Subsidiary to terminate a Participant’s
employment;




          (c) to evidence any agreement or understanding, expressed or implied, that SYSCO or a
Subsidiary shall employ a Participant in any particular position or for any particular
remuneration; or




          (d) to give a Participant or any other person claiming through him any interest or right under
this Plan other than that of any unsecured general creditor of the Company.




     12.3 Distributions to Incompetents or Minors. Should a Participant become incompetent
or should a Participant designate a Beneficiary who is a minor or incompetent, the Committee is
authorized to pay the funds due to the parent of the minor or to the guardian of the minor or
incompetent or directly to the minor or to apply those funds for the benefit of the minor or
incompetent in any manner the Committee determines in its sole discretion.



     12.4 Nonalienation of Benefits. No right or benefit provided under this Plan is
subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by
the Participant, except upon his death to a named Beneficiary as provided in this Plan. If any
Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign,
pledge, encumber or charge any right or benefit under this Plan, that right or benefit shall, in
the discretion of the Committee, be forfeited. In that event, the Committee may have the Company
hold or apply the right or benefit or any part of it to the benefit of the Participant or
Beneficiary, his or her spouse, children or other dependents or any of them in any manner and in
any proportion the Committee believes to be proper in its sole and absolute discretion, but is not
required to do so.



     12.5 Reliance upon Information. The Committee shall not be liable for any decision or
action taken in good faith in connection with the administration of this Plan. Without limiting
the generality of the foregoing, any decision or action taken by the Committee when it relies upon
information supplied it by any officer of the



38









 




Company, the Company’s legal counsel, the Company’s
actuary, the Company’s independent accountants or other advisors in connection with the
administration of this Plan shall be deemed to have been taken in good faith.




     12.6 Amendment Applicable to Active Participants Only Unless it Provides Otherwise.
No benefit which has accrued to any Participant who has died, retired, become disabled or separated
or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or
subject to any adjustment provided in that amendment unless the amendment specifically provides
that it shall apply to those persons and it does not have the effect of reducing those persons
Vested Accrued Benefit as then fixed without their consent.



     12.7 Severability. If any term, provision, covenant or condition of this Plan is held
to be invalid, void or otherwise unenforceable, the rest of this Plan shall remain in full force
and effect and shall in no way be affected, impaired, or invalidated.



     12.8 Notice. Any notice or filing required or permitted to be given to the Committee
or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the
principal office of the Company or to the residential mailing address of the Participant. Notice
shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the
date shown on the postmark.



     12.9 Gender and Number. If the context requires it, words of one gender when used in
this Plan shall include the other genders, and words used in the singular or plural shall include
the other.



     12.10 Governing Law. The Plan shall be construed, administered and governed in all
respects by the laws of the State of Delaware. Consistent with Section 7.7(e) of this Plan, the
Participant and the Company agree that subject to the provisions of Sections 7.7(a) through 7.7(c),
the sole and exclusive jurisdiction for any dispute under this Plan shall lie with the AAA’s
regional office for the State of Delaware, and the parties hereby waive any jurisdictional or
venue-related defense to conducting arbitration at this location.



     12.11 Effective Date. The Plan was originally effective as of July 3, 1988. This
Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan is effective
as of June 28, 2008.



     12.12 Compliance with Section 409A. This Plan is intended to comply with Section 409A
of the Code in both form and operation, and any ambiguities therein shall be interpreted, to the
extent possible, in a manner that complies with Section 409A of the Code.



39









 





          IN WITNESS WHEREOF, the Company has executed this document on this May 14, 2008, effective as
of June 28, 2008.



	 	 	 	 	 
	 	SYSCO CORPORATION

 	 
	 	By:  	/s/ Michael C. Nichols
 	 
	 	Name: 	 	Michael C. Nichols 	 
	 	Title:	  	Sr. Vice President, General
Counsel 
and Corporate Secretary 	 
	 




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