exv10w8






Exhibit 10.8


EXECUTION COPY




FIFTH AMENDED AND RESTATED




SYSCO CORPORATION




EXECUTIVE DEFERRED COMPENSATION PLAN




Effective July 2, 2008





 









 








FIFTH AMENDED AND RESTATED

SYSCO CORPORATION

EXECUTIVE DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I — DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II — ELIGIBILITY AND FROZEN PARTICIPANTS
	 	 	11	 
	2.1 Eligibility
	 	 	11	 
	2.2 Frozen Participants
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III — PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS
	 	 	12	 
	3.1 Bonus Deferral Election
	 	 	12	 
	3.2 Company Match
	 	 	12	 
	3.3 Salary Deferral Election
	 	 	13	 
	3.4 Discretionary Company Contributions
	 	 	14	 
	3.5 Cancellation of Salary Deferral Election upon the Occurrence of an Unforeseeable Emergency
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV — ACCOUNT
	 	 	15	 
	4.1 Establishing a Participant’s Account
	 	 	15	 
	4.2 Credit of the Participant’s Bonus Deferral and the Company’s Match
	 	 	15	 
	4.3 Credit of the Participant’s Salary Deferrals
	 	 	15	 
	4.4 Deemed Investment of Deferrals
	 	 	15	 
	4.5 Crediting of Earnings on Deferrals Invested in the Default Investment
	 	 	16	 
	4.6 Crediting of Interest on Company Match
	 	 	17	 
	4.7 Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of Distribution
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V — VESTING
	 	 	19	 
	5.1 Deferrals
	 	 	19	 
	5.2 Company Match
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI — DISTRIBUTIONS
	 	 	20	 
	6.1 Death
	 	 	20	 
	6.2 Disability
	 	 	20	 
	6.3 Retirement
	 	 	20	 
	6.4 Distributions Upon Termination
	 	 	21	 
	6.5 In-Service Distributions
	 	 	21	 
	6.6 Distribution Elections for Deferrals
	 	 	21	 
	6.7 Forfeiture For Cause
	 	 	24	 
	6.8 Forfeiture for Competition
	 	 	26	 
	6.9 Hardship Withdrawals
	 	 	27	 
	6.10 Payments Upon Income Inclusion Under Section 409A
	 	 	28	 
	6.11 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments
	 	 	28	 
	6.12 Responsibility for Distributions and Withholding of Taxes
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VII — ADMINISTRATION
	 	 	30	 
	7.1 Committee Appointment
	 	 	30	 
	7.2 Committee Organization and Voting
	 	 	30	 
	7.3 Powers of the Committee
	 	 	30	 
	7.4 Committee Discretion
	 	 	31	 
	7.5 Reimbursement of Expenses
	 	 	31	 






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	 	 	Page	 
	7.6 Indemnification
	 	 	31	 
	7.7 Claims Procedure
	 	 	31	 
	 
	 	 	 	 
	ARTICLE VIII — ADOPTION BY SUBSIDIARIES
	 	 	34	 
	8.1 Procedure for and Status After Adoption
	 	 	34	 
	8.2 Termination of Participation By Adopting Subsidiary
	 	 	34	 
	 
	 	 	 	 
	ARTICLE IX — AMENDMENT AND/OR TERMINATION
	 	 	35	 
	9.1 Amendment or Termination of the Plan
	 	 	35	 
	9.2 No Retroactive Effect on Awarded Benefits
	 	 	35	 
	9.3 Effect of Termination
	 	 	35	 
	 
	 	 	 	 
	ARTICLE X — FUNDING
	 	 	37	 
	10.1 Payments Under This Agreement are the Obligation of the Company
	 	 	37	 
	10.2 Agreement May be Funded Through Rabbi Trust
	 	 	37	 
	10.3 Reversion of Excess Assets
	 	 	37	 
	10.4 Participants Must Rely Only on General Credit of the Company
	 	 	38	 
	 
	 	 	 	 
	ARTICLE XI — MISCELLANEOUS
	 	 	39	 
	11.1 Limitation of Rights
	 	 	39	 
	11.2 Distributions to Incompetents or Minors
	 	 	39	 
	11.3 Non-alienation of Benefits
	 	 	39	 
	11.4 Reliance Upon Information
	 	 	40	 
	11.5 Severability
	 	 	40	 
	11.6 Notice
	 	 	40	 
	11.7 Gender and Number
	 	 	40	 
	11.8 Governing Law
	 	 	40	 
	11.9 Effective Date
	 	 	40	 
	11.10 Compliance with Section 409A of the Code
	 	 	40	 







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FIFTH AMENDED AND RESTATED




SYSCO CORPORATION




EXECUTIVE DEFERRED COMPENSATION PLAN




     WHEREAS, Sysco Corporation sponsors and maintains the Fourth Amended and Restated Sysco
Corporation Executive Deferred Compensation Plan, effective as of January 1, 2005 (the “Current
Plan”);



     WHEREAS, Section 9.1 of the Current Plan authorizes the Board of Directors of Sysco
Corporation to amend the Current Plan;



     WHEREAS, the Board of Directors of Sysco Corporation has determined that it is in the best
interests of Sysco Corporation and its current and former executives to amend and restate the
Current Plan to: (i) reduce the investment return of the Default Investment and the interest rate
applicable to installment payouts for certain amounts; (ii) remove the Variable Investment Option
(as defined in the Current Plan) for distributions upon Retirement (as defined in the Current
Plan); (iii) revise Section 9.2 to allow Sysco Corporation to change the crediting rate on Company
Matches credited to a Participant’s Account after the effective date of this amendment; (iv) remove
bonuses payable under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan from the
definition of MIP Bonus; (v) revise the definition of Retirement; (vi) revise Section 6.7 to allow
for a forfeiture for cause following a Participant’s termination of employment; (vii) revise
Section 6.8 to clarify when a participant is competing with Sysco Corporation and to allow for a
forfeiture for disclosing trade secrets or confidential information to a competitor; and (viii)
revise Sections 6.7 and 6.8 to clarify the calculation of amounts subject to forfeiture.



     NOW, THEREFORE, Sysco Corporation hereby adopts the Fifth Amended and Restated Sysco
Corporation Executive Deferred Compensation Plan, effective July 2, 2008 (the “Plan”), as
follows:



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ARTICLE I




DEFINITIONS




     Account. “Account” means a Participant’s Account in the Deferred Compensation Ledger
maintained by the Committee which reflects the entire interest of the Participant in the Plan, as
adjusted herein for deemed Investment earnings and losses and credited interest. A Participant’s
Account shall be comprised of, if applicable, such Participant’s Termination/Retirement Account and
In-Service Account(s).



     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.



     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.



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


     Bonus Deferral. “Bonus Deferral” shall have the meaning set forth in Section 3.1.



     Bonus Deferral Election. “Bonus Deferral Election” shall have the meaning set forth in
Section 3.1.



     Business Day. “Business Day” means during regular business hours of any day on which
the New York Stock Exchange is open for trading.



     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 subparagraphs
(c)(i), (c)(ii) and (c)(iii) of this definition;




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          (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
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




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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.




     Change of Control Period. “Change of Control Period” shall have the meaning set forth
in Section 6.7(d).



     Claimant. “Claimant” shall have the meaning set forth in Section 7.7.



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



     Company. “Company” means SYSCO and any Subsidiary that has adopted the Plan with the
approval of the Committee, pursuant to Section 8.1.



     Company Match. “Company Match” shall have the meaning set forth in Section 3.2.



     Committee. “Committee” means the persons who are from time to time serving as members
of the committee administering this Plan.



     Current Plan. “Current Plan” shall have the meaning set forth in the Recitals.



     Default Distribution Option. “Default Distribution Option” shall have the meaning set
forth in Section 6.6(c)(iv).



     Default Investment. “Default Investment” means a hypothetical investment with a per
annum investment return equal to Moody’s determined as of October 31st of the calendar
year prior to the calendar year for which such rate shall be effective, or such other Investment
designated by the Committee as the “Default Investment” on Exhibit “A” attached hereto. The
investment return of the Default Investment shall be re-determined annually as of November
1st of the calendar year prior to the calendar year for which such rate shall be
effective. The investment return, once established, shall be effective as of January 1st
of the calendar year following the calendar year in which such investment return is calculated and
shall remain in effect for the entire calendar year.



     Deferrals. “Deferrals” shall mean Bonus Deferrals and Salary Deferrals.



     Deferral Election. “Deferral Election” shall mean a Bonus Deferral Election, a Salary
Deferral Election or both.



     Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger
maintained by the Committee for each Participant which reflects the amount of the Participant’s
Deferrals, Company Match, credits



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and debits for deemed Investment earnings and losses and interest
credited pursuant to Article IV, and cash distributed to the Participant or the Participant’s
Beneficiaries pursuant to Article VI.



     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 SYSCO and its
Subsidiaries; or (iii) has been determined by the Social Security Administration to be totally
disabled.



     Eligibility Date. “Eligibility Date” means the date as of which an employee of a
Company is first eligible to participate in the Plan. An employee shall be notified of the
employee’s Eligibility Date by the Committee or its designee.



     Fair Market Value. “Fair Market Value” means, with respect to any Investment, the
closing price on the date of reference, or if there were no sales on such date, then the closing
price on the nearest preceding day on which there were such sales, and in the case of an unlisted
security, the mean between the bid and asked prices on the date of reference, or if no such prices
are available for such date, then the mean between the bid and asked prices on the nearest
preceding day for which such prices are available. With respect to any Investment which reports
“net asset values” or similar measures of the value of an ownership interest in the Investment,
Fair Market Value shall mean such closing net asset value on the date of reference, or if no net
asset value was reported on such date, then the net asset value on the nearest preceding day on
which such net asset value was reported. For any Investment not described in the preceding
sentences, Fair Market Value shall mean the value of the Investment as determined by the Committee
in its reasonable judgment on a consistent basis, based upon such available and relevant
information as the Committee determines to be appropriate.



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



     In-Service Account. “In-Service Account” means a separate recordkeeping account under
a Participant’s Account in the Deferred Compensation Ledger that is created when a Participant
elects a new In-Service Distribution Date with respect to amounts deferred hereunder.



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     In-Service Distribution. “In-Service Distribution” means a payment to the Participant
following the occurrence of an In-Service Distribution Date of the amount represented by the
balance in the In-Service Account with respect to such In-Service Distribution Date.



     In-Service Distribution Date. “In-Service Distribution Date” means the date selected
by the Participant following which the Participant’s applicable In-Service Account shall be paid.



     In-Service Distribution Election. “In-Service Distribution Election” shall have the
meaning set forth in Section 6.6(a)(ii).



     Installment Distribution Option. “Installment Distribution Option” shall have the
meaning set forth in Section 6.6(c)(i).



     Investment. “Investment” means the options set forth in Exhibit “A” attached
hereto, including interest credited at the investment return of the Default Investment, as the same
may be amended from time to time by the Committee in its sole and absolute discretion.



     Lump Sum Distribution Option. “Lump Sum Distribution Option” shall have the meaning
set forth in Section 6.6(c)(ii).



     Management Incentive Plan. “Management Incentive Plan” means the Sysco Corporation
2005 Management Incentive Plan, as it may be amended from time to time, any successor plan, and, at
the discretion of the Committee, any other management incentive plan of SYSCO.



     MIP Bonus. “MIP Bonus” means a bonus awarded or to be awarded to the Participant
under the Management Incentive Plan.



     MIP Participation. “MIP Participation” means full years of participation in the
Management Incentive Plan determined on an elapsed time basis. MIP Participation shall include the
time a Frozen Participant was not eligible to participate in the Management Incentive Plan if, the
Frozen Participant (i) was previously eligible to participate in the Management Incentive Plan,
(ii) remains employed by SYSCO or a Subsidiary while such Frozen Participant was ineligible to
participate in the Management Incentive Plan; and (iii) later becomes eligible to again participate
in the Management Incentive Plan.



     Moody’s. “Moody’s” means, as of any specified date, the monthly average of the
Moody’s Average Corporate Bond Yield (determined by dividing the sum of the Corporate Bond Yield
Averages for each month, as published in Moody’s Bond Survey, by the number of months in the
applicable calculation period) for either the



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(i) six month period ending on the specified date or (ii) the twelve month period ending on
the specified date whichever produces the higher rate.




     Participant. “Participant” means an employee of a Company who becomes eligible for or
is participating in the Plan, and any other current or former employee of SYSCO or a Subsidiary who
has an Account in the Deferred Compensation Ledger.



     Performance Based Compensation. “Performance Based Compensation” means compensation
that is based on services performed over a period of at least twelve (12) months to the extent it
is contingent on satisfaction of pre-established performance criteria and not readily ascertainable
at the time of the Participant’s deferral election, as determined by the Committee in accordance
with Section 409A.



     Plan. “Plan” means the Fifth Amended and Restated Sysco Corporation Executive
Deferred Compensation Plan, as set forth in this document and amended from time to time.



     Plan Year. “Plan Year” means a one-year 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.



     Retirement. “Retirement” means any Separation from Service by a Participant from SYSCO
and its Subsidiaries for any reason other than death or Disability on or after the earlier of (A)
the date the Participant attains age sixty (60), (B) the date that the Participant has attained age
fifty-five (55) and has at least fifteen (15) years of MIP Participation; or (C) with respect to a
Participant’s Separation from Service from SYSCO and its Subsidiaries for any reason other than
death or Disability occurring on or after January 1, 2009, the date that the Participant has
attained age fifty-five (55) and has at least ten (10) years of SYSCO Service.



     Salary Compensation. “Salary Compensation” means any base salary plus any receipts of
commission compensation which is otherwise payable to a Participant in cash by the Company in any
calendar year. Specifically, “Salary Compensation” shall include contributions made by the Company
on behalf of a Participant under any salary reduction or similar arrangement to a cafeteria plan
described in Section 125 of the Code, elective contributions pursuant to an arrangement qualified
under Section 401(k) of the Code, amounts contributed as Salary Deferrals under this Plan, and any
additional amounts determined in the sole discretion of the Committee. “Salary Compensation” shall
exclude moving expenses, any gross up of moving expenses to account for increased income taxes,
Company contributions under any qualified retirement plan, Company accruals to a Participant’s
account under the Sysco Corporation Supplemental



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Executive Retirement Plan, any amounts payable to
the Participant under the Sysco Corporation Mid-Term Incentive Cash Plan, a Participant’s MIP
Bonus, any amounts relating to the grant of a stock option, the exercise
of a stock option, or the sale or deemed sale of any shares thereby acquired, any compensation
paid in the form of shares of SYSCO stock, bonus paid as an inducement to enter the employment of
the Company, any severance payments or other compensation which is paid to a Participant as a
result of the Participant’s termination of employment with the Company, and any additional amounts
determined in the sole discretion of the Committee.



     Salary Deferral. “Salary Deferral” shall have the meaning set forth in Section 3.3.



     Salary Deferral Election. “Salary Deferral Election” shall have the meaning set forth
in Section 3.3.



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



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



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



     Specified Employee. “Specified Employee” means a “specified employee” as defined in
Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “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 the Participant 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. If a Participant is a key employee as
of an Identification Date, the Participant 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 the last day of the calendar year. 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.



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     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 or by the
Committee for purposes of this Plan.



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



     SYSCO Service. “SYSCO Service” means service with SYSCO or a Subsidiary for which the
Participant is awarded “credited service” under the Pension Plan for vesting purposes or would be
awarded “credited service” under the Pension Plan for vesting purposes if the Participant was
covered under the Pension Plan. For purposes of this definition, “Pension Plan” means the 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.



     Termination. “Termination” means Separation from Service from SYSCO and its
Subsidiaries, voluntarily or involuntarily, for any reason other than Retirement, death or
Disability.



     Termination/Retirement Account. “Termination/Retirement Account” means that portion
of a Participant’s Account in the Deferred Compensation Ledger that has not been allocated to
In-Service Accounts.



     Treasury Regulations. “Treasury Regulations” means the Federal Income Tax
Regulations, and to the extent applicable any Temporary or Proposed Regulations, promulgated under
the Code, as such regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).



     Total Payments. “Total Payments” means all payments or benefits received or to be
received by a Participant in connection with a Change of Control of SYSCO and the termination of
his employment under the terms of this Plan, the Sysco Corporation Supplemental Executive
Retirement 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.



     Unforeseeable Emergency. “Unforeseeable Emergency” shall have the meaning set forth
in Section 6.9.



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ARTICLE II




ELIGIBILITY AND FROZEN PARTICIPANTS




     2.1 Eligibility. All participants in the Management Incentive Plan, exclusive of any
participant whose compensation income from the Company is subject to taxation under the Canadian
income tax laws, shall be eligible to participate in this Plan. However, the Committee retains the
right to establish such additional eligibility requirements for participation in this Plan as it
may determine is appropriate or necessary from time to time and has the right to determine, in its
sole discretion, that any one or more persons who meet the eligibility requirements shall not be
eligible to participate for one or more Plan Years beginning after the date they are notified of
this decision by the Committee.



     2.2 Frozen Participants. An active Participant shall have his participation frozen (a
“Frozen Participant”) as of the earliest of the date (a) he ceases to be a Participant in
the Management Incentive Plan, (ii) his compensation income from the Company is subject to taxation
under the Canadian income tax laws, (iii) he transfers from the Company to a non-participating
Subsidiary, or (iv) the Committee exercises its discretion under the last sentence of Section 2.1.
A Frozen Participant’s Deferral Elections for the Plan Year (for Bonus Deferrals) or the calendar
year (for Salary Deferrals) shall remain in effect until the end of the Plan Year or calendar year,
as applicable, in which such Participant becomes a Frozen Participant. A Frozen Participant shall
not be eligible to make Deferral Elections until such time as he again becomes eligible to
participate in the Plan, at which time any subsequent Deferral Elections shall be subject to the
rules of Sections 3.1 or 3.3, as applicable.



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ARTICLE III




PARTICIPANT DEFERRALS AND COMPANY CONTRIBUTIONS




     3.1 Bonus Deferral Election. A Participant may elect, what, if any, percentage of his
MIP Bonus earned during a given Plan Year is to be deferred under this Plan (a “Bonus Deferral
Election”), and such percentage shall be designated by the Participant pursuant to such form as
approved by the Committee for this purpose (any such amount so deferred, a “Bonus
Deferral”). To be eligible to make a Bonus Deferral Election for a given Plan Year, a
Participant’s Eligibility Date must occur or have occurred on or before the first day of the Plan
Year to which such Bonus Deferral Election relates. To make a Bonus Deferral Election, a
Participant must complete, execute and file with the Committee a Bonus Deferral Election form
within the applicable deadlines set forth below. A Bonus Deferral Election shall apply only with
respect to the Plan Year specified in the Bonus Deferral Election form, and except as provided in
Section 3.5 hereof, shall be irrevocable after the applicable deadline for making a Bonus Deferral
Election for such Plan Year. To be effective, a Participant’s Bonus Deferral Election form must be
received by the Committee within the period established by the Committee for a given Plan Year,
provided that such period ends no later than the following times: (i) if the MIP Bonus qualifies as
Performance Based Compensation (as applied on a Participant-by-Participant basis), the date that is
six (6) months before the end of the Plan Year with respect to which such MIP Bonus is payable; or
(ii) if the MIP Bonus does not qualify as Performance Based Compensation, the last day of the Plan
Year immediately preceding the Plan Year with respect to which such MIP Bonus is payable. Prior to
the period the Committee establishes for each Participant to make his Bonus Deferral Election, the
Committee shall notify all eligible Participants of the maximum and minimum percentages of the MIP
Bonus earned during a given Plan Year that may be deferred. If the Committee does not receive a
Participant’s Bonus Deferral Election form within the period established for such purpose by the
Committee for such Plan Year, the Participant shall be deemed to have elected not to make a Bonus
Deferral Election for that Plan Year.



     3.2 Company Match. The Company shall award to each Participant who elects to defer a
portion of his MIP Bonus under this Plan an amount equal to fifteen percent (15%) of that portion
of the amount of the MIP Bonus deferred which is not in excess of twenty percent (20%) of his MIP
Bonus, for a maximum potential match by the Company of three percent (3%) of the Participant’s MIP
Bonus (any
such amount so awarded, a “Company



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Match”). Notwithstanding anything herein or
otherwise to the contrary, in no event shall the calculation of the Company Match take into account
amounts deferred pursuant to Section 3.3.



     3.3 Salary Deferral Election. A Participant may elect to defer under this Plan all
or a portion of the Salary Compensation otherwise payable to the Participant by the Company (a
“Salary Deferral Election”), which amount shall be designated by the Participant pursuant
to such form as approved by the Committee for this purpose (any such amount so deferred, a
“Salary Deferral”). To make a Salary Deferral Election, a Participant must complete,
execute and file with the Committee a Salary Deferral Election form within the applicable deadlines
set forth below. A Salary Deferral Election shall apply only with respect to the calendar year or
portion thereof, specified in the Salary Deferral Election form, and, except as provided in Section
3.5 hereof, shall be irrevocable after the applicable deadline for making a Salary Deferral
Election for such calendar year.



          (a) In General. To be effective, a Salary Deferral Election form must be received by
the Committee, within the period established by the Committee for a given calendar year; provided
that such period ends on or before December 31 of the year prior to the calendar year for which the
Salary Deferral Election is to be effective. If the Committee fails to receive a Salary Deferral
Election form from a Participant during the period established by the Committee for such calendar
year, the Participant shall be deemed to have elected not to make a Salary Deferral Election for
that calendar year.




          (b) Election for First Year as Participant. Notwithstanding the provisions of Section
3.3(a), in the calendar year in which a Participant first becomes eligible to participate in the
Plan, the Participant may make a Salary Deferral Election with respect to all or a portion of such
Participant’s Salary Compensation beginning with the payroll period next following the receipt of
the Participant’s Salary Deferral Election form; provided that such Salary Deferral Election form
is received by the Committee on or before the 30th day following the Participant’s
Eligibility Date. If the Committee does not receive such Participant’s Salary Deferral Election on
or before the 30th day following the Participant’s Eligibility Date, the Participant
shall be deemed to have elected not to make a Salary Deferral Election for such calendar year.
Salary Deferral Elections by such a Participant for succeeding calendar years shall otherwise be
made in accordance with the provisions of Section 3.3(a).




          (c) Additional Rules and Procedures. The Committee shall have the discretion to adopt
such additional rules and procedures applicable to Salary
Deferral Elections that the Committee
determines are necessary.
By way of amplification and not limitation, the Committee shall have the authority to limit
the amount of Salary




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Compensation deferred by a Participant under this Plan for any calendar year,
require a Participant to pay or provide for payment of cash to the Company, and/or take such other
actions determined to be necessary where, as a result of a Participant’s Salary Deferral Election,
the compensation payable to a Participant currently is less than such Participant’s tax withholding
and other obligations.




     3.4 Discretionary Company Contributions. Notwithstanding anything to the contrary
contained herein, if authorized by the Board of Directors or a committee thereof, the Company, may,
pursuant to a written agreement approved by the Board of Directors or a committee thereof, cause
the Company to make additional contributions to a Participant’s Account. Any discretionary Company
contributions made pursuant to this Section 3.4 shall be credited to a Participant’s
Termination/Retirement Account and shall be paid at the earliest to occur of a Participant’s death,
Disability, Retirement or Termination. Unless otherwise expressly provided in such written
agreement, such discretionary contributions by the Company shall vest in accordance with the
provisions of Section 5.2 of the Plan.



     3.5 Cancellation of Deferral Elections upon the Occurrence of an Unforeseeable
Emergency. Notwithstanding anything to the contrary contained herein, if a Participant
requests a hardship withdrawal pursuant to Section 6.9, and the Committee determines that such
Participant has suffered an Unforeseeable Emergency, the Participant may elect to cancel such
Participant’s Deferral Elections in effect for such calendar year. Such election shall be made in
writing by the Participant in such form as the Committee determines from time to time. In addition,
if a Participant receives a hardship distribution under a 401(k) plan sponsored by the Company, all
Deferral Elections in effect for the calendar year or Plan Year, as the case may be, in which such
hardship distribution is made shall be cancelled, and such Participant may not make additional
Deferral Elections for at least six (6) months following the receipt of such hardship distribution.
Any subsequent Deferral Election shall be subject to the rules of Sections 3.1 or 3.3, as
applicable.



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ARTICLE IV




ACCOUNT




     4.1 Establishing a Participant’s Account. The Committee shall establish an Account
for each Participant in a Deferred Compensation Ledger which shall be maintained by the Company.
Each Account shall reflect the entire interest of the Participant in the Plan.



     4.2 Credit of the Participant’s Bonus Deferral and the Company’s Match. Upon
completion of the Plan Year, the Committee shall determine, as soon as administratively
practicable, the amount of a Participant’s MIP Bonus that has been deferred for that Plan Year and
the amount of the Company Match that has been awarded to the Participant pursuant to Section 3.2
and shall credit those amounts to the Participant’s Account in the Deferred Compensation Ledger as
of the July 1st coincident with or closest to the end of the Plan Year for which the MIP
Bonus was awarded.



     4.3 Credit of the Participant’s Salary Deferrals. The Participant’s Account in the
Deferred Compensation Ledger shall be credited with Salary Deferrals, on the same day of each month
on which cash compensation would otherwise have been paid to a Participant, with a dollar amount
equal to the total amount by which the Participant’s cash compensation for such month was reduced
in accordance with the Participant’s Salary Deferral Election.



     4.4 Deemed Investment of Deferrals. The credit balance of the Deferrals in the
Participant’s Account shall be deemed invested and reinvested from time to time in such Investments
as shall be designated by the Participant in accordance with the following:



          (a) Upon commencement of participation in the Plan, each Participant shall make a designation
of the Investments in which the Deferrals in such Participant’s Account will be deemed invested.
The Investments designated by a Participant shall be deemed to have been purchased on the date on
which the Deferrals are credited to the Participant’s Account, or if such day is not a Business
Day, on the first Business Day following such date. If a Participant has not made a designation of
Investments in which such Participant’s Deferrals will be deemed invested, the credit balance of
the Deferrals in the Participant’s Account shall be deemed to be invested in the Default
Investment.




          (b) At such times and under such procedures as the Committee shall designate, each Participant
shall have the right to (i) change the existing Investments in which the Deferrals in such
Participant’s Account are




-15-









 







deemed invested by treating a portion of such Investments as having been
sold and the new Investments purchased (i.e., an investment transfer), and (ii) change the
Investments which are deemed purchased with future Deferrals credited to the Participant’s Account.




          (c) In the case of any deemed purchase of an Investment, the Participant’s Account shall be
decreased by a dollar amount equal to the number of units of such Investment treated as purchased
multiplied by the per unit net asset value of such Investment as of such date or, if such date is
not a Business Day, on the first Business Day following such date, and shall be increased by the
number of units of such Investment treated as purchased. In the case of any deemed sale of an
Investment, the Participant’s Account shall be decreased by the number of units of such Investment
treated as sold, and shall be increased by a dollar amount equal to the number of units of such
Investment treated as sold multiplied by the net asset value of such Investment as of such date or,
if such date is not a Business Day, on the first Business Day following such date.




          (d) In no event shall the Company be under any obligation, as a result of any designation of
Investments made by Participants, to acquire any Investment assets, it being intended that the
designation of any Investment shall only affect the determination of the amounts ultimately paid to
a Participant.




          (e) In determining the amounts of all debits and credits to the Participant’s Account, the
Committee shall exercise its reasonable best judgment, and all such determinations (in the absence
of bad faith) shall be binding upon all Participants and their Beneficiaries. If an error is
discovered in the Participant’s Account, the Committee, in its sole and absolute discretion, shall
cause appropriate, equitable adjustments to be made as soon as administratively practicable
following the discovery of such error or omission.




     4.5 Crediting of Earnings on Deferrals Invested in the Default Investment. Earnings
will be credited on the portion of the Participant’s Account attributable to Deferrals invested (or
deemed invested) by a Participant in the Default Investment in accordance with this Section 4.5.
For the portion of the Participant’s Account attributable to Deferrals invested (or deemed
invested) in the Default Investment as of the close of business on July 1, 2008 (including a
Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus), earnings credited to a
Participant’s
Account on or after July 2, 2008 with respect to such amounts will be credited at a
per annum investment return equal to the sum of
(a) the investment return of the Default Investment, plus (b) one percent (1%). For Deferrals
credited to a Participant’s Account on or after July 2, 2008 and invested in the Default
Investment, and investment transfers into the Default Investment on or after July 2, 2008, earnings
credited to a Participant’s



-16-









 







Account on or after July 2, 2008 with respect to such amounts will be
credited at a per annum investment return equal to the investment return of the Default Investment.



     4.6 Crediting of Interest on Company Match. Interest will be credited on the portion
of the Participant’s Account attributable to Company Matches in accordance with this Section 4.6.
For Company Matches credited to a Participant’s Account prior to July 2, 2008 (including the
Company Match attributable to a Participant’s Bonus Deferral for the fiscal year 2008 MIP Bonus),
interest credited to a Participant’s Account on or after July 2, 2008 with respect to such amounts
will be credited at a per annum interest rate equal to the sum of (a) the investment return of the
Default Investment, plus (b) one percent (1%). For Company Matches credited to a Participant’s
Account on or after July 2, 2008, interest credited to a Participant’s Account on or after July 2,
2008 with respect to such amounts will be credited at a per annum interest rate equal to the
investment return of the Default Investment. Interest on each Company Match shall be compounded
annually, but credited on a daily basis.



     4.7 Procedure to Credit or Debit Interest, Earnings or Losses Upon an Event of
Distribution.



          (a) Crediting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of
Distributions. The Participant’s Account shall continue to be credited or debited with
Investment earnings or losses until the later to occur of (x) the date of the event giving
rise to the distribution; or (y) the last day of the month preceding the month in which
distributions will commence (the “Conversion Date”), at which time the deemed Investments
of the portion of the Participant’s Account attributable to Deferrals, other than amounts invested
in the Default Investment, shall be treated as sold and credited with a dollar value in accordance
with Section 4.4(c) and invested in the Default Investment. For the period beginning on the
Conversion Date and ending on the day immediately before the date on which distributions commence,
the portion of the Participant’s Account attributable to Deferrals shall be credited with earnings
as provided in Section 4.5. For purposes of this Section 4.7(a), for the period prior to the
commencement of distributions, the portion of the Participant’s Account attributable to Company
Matches shall be credited with interest as provided in Section 4.6. As of the close of business on
the date
immediately prior to the date distributions are to commence, interest and Investment earnings
shall no longer be credited to a Participant’s Account pursuant to this Section 4.7(a) and interest
shall be credited to the Participant’s Account as provided in Section 4.7(b).




          (b) Crediting of Interest After Commencement of Installment Distributions. If any
portion of a Participant’s Account is to be paid pursuant to the
Installment Distribution Option,
interest shall be credited to the




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declining balance of the portion of the Participant’s Account
subject to this Section 4.7(b), beginning on the day on which distributions commence and continuing
until the day immediately before the final installment distribution is paid. The interest crediting
rate for purposes of this Section 4.7(b) shall be determined as follows: (i) for events occurring
prior to July 2, 2008 that give rise to a distribution, the per annum interest rate equal to the
sum of
(x) Moody’s as of the last day of the month that is two (2) months prior to the month during
which distributions are to commence; plus (y) one percent (1%); and (ii) for events occurring on or
after July 2, 2008 that give rise to a distribution, the per annum interest rate equal to Moody’s
as of the last day of the month that is two (2) months prior to the month during which
distributions are to commence.




          (c) Variable Investment Option. For Participants whose Retirement occurred prior to
July 2, 2008, and who elected the Variable Investment Option (as defined in the Current Plan), the
determination of the amount of each installment distribution and the crediting of Investment
earnings and losses during the period in which the Participant is receiving distributions shall be
governed by the terms of the Current Plan, except that for purposes of determining the amount of
Investment earnings and losses credited to such Participant’s Account the terms of the Plan shall
govern.




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ARTICLE V




VESTING




     5.1 Deferrals. The amount credited to a Participant’s Account attributable to
Deferrals, adjusted for deemed Investment earnings and losses pursuant to Sections 4.4 and 4.5,
shall be 100% vested at all times, except that deemed Investment earnings attributable to Deferrals
shall be subject to forfeiture under Sections 6.7 and 6.8.



     5.2 Company Match.



          (a) Each Company Match, together with interest accumulated on those matches pursuant to
Section 4.6, shall vest in accordance with the following schedule provided such Participant is at
least fifty-five (55) years of age and has fifteen (15) years of MIP Participation:




	 	 	 	 	 	 	 	 	 	 
	Participant’s Combined Full Years of Age	 		 	 	 	 	 
	and Full Years of MIP Participation	 		Vested 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	%	 	 	 	 






          (b) Notwithstanding the foregoing, each Company Match together with interest accumulated on
those matches pursuant to Section 4.6, shall automatically vest on the earlier to occur of (a) the
tenth (10th) anniversary of the date as of which the Company Match was credited to the
Participant’s Account, (b) the Participant attaining age 60, (c) the Participant’s death, (d) the
Participant’s Disability, or (e) a Change of Control.




          (c) Notwithstanding anything to the contrary contained herein, the Compensation and Stock
Option Committee of the Board of Directors may, within its sole discretion, accelerate vesting
under this Section 5.2 when it determines that specific situations warrant such action.




          (d) Vested Company Matches together with interest accumulated on those matches pursuant to
Section 4.6 shall be subject to forfeiture under Sections 6.7 and 6.8, and any applicable reduction
caused by the restriction set forth in Section 6.11.




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ARTICLE VI




DISTRIBUTIONS




     6.1 Death. Upon the death of a Participant, the Participant’s Beneficiary or
Beneficiaries shall be paid the balance of the Participant’s Account in the Deferred Compensation
Ledger pursuant to the distribution option selected by the Participant under Section 6.6(c).



          Each Participant, upon making his initial deferral election, shall file with the Committee a
designation of one or more Beneficiaries to whom distributions otherwise due the Participant shall
be made in the event of the Participant’s death prior to the complete distribution of the amount
credited to his Account in the Deferred Compensation Ledger. The designation shall be effective
upon receipt by the Committee of a properly executed form approved by the Committee for that
purpose. The Participant may from time to time revoke or change any designation of Beneficiary by
filing another approved Beneficiary designation form with the Committee. If there is no valid
designation of Beneficiary 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 amounts due the Beneficiary from the Participant’s Account, the balance of the amount
which would have been paid to that Beneficiary shall, unless the Participant’s designation provides
otherwise, be distributed to the individual deceased 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. Any Beneficiary designation which designates any person or entity other than
the Participant’s spouse must be consented to in writing by the Participant’s spouse in a form
acceptable to the Committee in order to be effective.




     6.2 Disability. Upon the Disability of a Participant, the Participant shall be paid
the balance of the Participant’s Account in the Deferred Compensation Ledger pursuant to the
distribution option selected by the Participant under Section 6.6(c).



     6.3 Retirement. Upon the Retirement of a Participant, the Participant shall be paid
the vested portion of such Participant’s Account in the Deferred Compensation Ledger pursuant to
the Distribution option selected by



-20-









 







the Participant under Section 6.6(c). Any amounts not vested at
the time of such Participant’s Retirement shall be forfeited.



     6.4 Distributions Upon Termination. Upon a Participant’s Termination, the Participant
shall be paid the vested portion of such Participant’s Account in the Deferred Compensation Ledger
pursuant to the Lump Sum Distribution Option. Any amounts not vested at the time of such
Participant’s Termination shall be forfeited.



     6.5 In-Service Distributions. Each In-Service Distribution shall be paid in a lump
sum at the time provided in the In-Service Distribution Election made with respect thereto, or as
soon as administratively practicable after the occurrence of the In-Service Distribution Date.
Notwithstanding a Participant’s election to receive an In-Service Distribution of some or all of
the Participant’s Account, if the Participant’s Retirement, Disability, death or Termination, as
applicable, occurs prior to any In-Service Distribution Date(s), the Participant’s remaining
In-Service Account balance(s) (after making any In-Service Distributions with respect to In-Service
Distribution Date(s) occurring prior to such Participant’s Retirement, death, Disability or
Termination but not otherwise paid) shall be distributed pursuant to the Plan’s provisions
regarding distributions upon Retirement, Disability, death or Termination, as applicable.



     6.6 Distribution Elections for Deferrals. Each Participant shall have the right to
elect, to revoke, or to change any prior election of the timing of payment or the form of
distribution at the time and under the rules established by the Committee, which rules shall
include and shall be limited by the provisions of this Section 6.6.



          (a) Initial Distribution Elections.




               (i) Death/Disability/Retirement Distribution Elections. A Participant may elect
different forms of distribution, as specified in Section 6.6(c), with respect to the distribution
events described in Sections 6.1 (upon death), 6.2 (upon Disability) and 6.3 (upon Retirement). The
initial election of form of distribution with respect to a particular distribution event, if
received by the Committee in proper form prior to or concurrent with the time a Participant first
makes an affirmative Deferral Election under this Plan, shall be effective upon receipt, and shall
become irrevocable at the time a Participant first makes an affirmative Deferral Election
under this Plan. All elections of form of distribution, with respect to such distribution
events, made after the time a Participant first makes an affirmative Deferral Election under this
Plan must comply with the rules of Section 6.6(b).



               (ii) In-Service Distribution Elections. In connection with each Salary Deferral
Election and/or Bonus Deferral Election made for a given calendar year and/or Plan Year, a
Participant may elect to



-21-









 







receive such Deferrals in a lump sum distribution at an In-Service
Distribution Date that is at least three (3) years after the end of the calendar year in which such
Salary Compensation or MIP Bonus would otherwise have been paid (an “In-Service Distribution
Election”); provided, however, that a Participant’s designation of an In-Service Distribution
Date with respect to a Bonus Deferral shall not apply to any Company Match associated with such
Bonus Deferral. For the avoidance of doubt, a vested Company Match shall only be payable in
connection with a distribution event described in Section 6.1 (upon death), 6.2 (upon Disability),
6.3 (upon Retirement), or 6.4 (upon Termination). Except as otherwise required by the Committee, an
In-Service Distribution Election may be made separately with respect to each calendar year’s or
Plan Year’s Salary Deferrals and/or Bonus Deferrals, and In-Service Accounts shall be established
accordingly. Any portion of a Deferral that is not credited to an In-Service Account shall be
credited to the Participant’s Termination/Retirement Account, which credited amounts shall remain
credited to the Participant’s Termination/Retirement Account until such amounts have been
distributed to the Participant or the Participant’s Beneficiary and may not be later credited or
reallocated to an In-Service Account.



          (b) Subsequent Elections. Any election, revocation, or
change of election of form of distribution with respect to distributions upon
death, Disability and Retirement that a Participant makes after he first makes
an affirmative Deferral Election under this Plan; or change of election of time
of payment with respect to In-Service Distributions (such elections,
revocations and changes are referred to collectively herein as “Subsequent
Elections”) shall be effective only if the requirements of this Section
6.6(b) are met. Subsequent Elections may be submitted to the Committee from
time to time in the form determined by the Committee and shall be effective on
the date that is twelve (12) months after the date on which such Subsequent
Election is received by the Committee. If an event giving rise to a
distribution occurs during the one-year period after a Subsequent Election is
made, or if such Subsequent Election does not meet the
requirements of this Section 6.6(b), distributions under this Plan
shall be made pursuant to the Participant’s last effective election,
revocation, or change with respect to the event giving rise to the
distribution. With respect to payments upon Retirement or upon the
occurrence of an In-Service Distribution Date, (i) the Subsequent
Election must be received by the Committee in proper form at least
one year prior to such Participant’s Retirement or the occurrence of
an In-Service Distribution Date; and (ii) the first payment pursuant
to such Subsequent Election may not be made within the five-year
period commencing on the date such payment would have been made or
commenced under the last effective election, revocation, or change
made by the





-22-











 




Participant. Notwithstanding the foregoing provisions of this Section 6.6(b), at such time as the
Committee shall determine, but no later than December 31, 2008, a Participant may make a Subsequent
Election to change the form of distribution of a Participant’s Account (for distributions upon
Retirement, death or Disability) and such election shall be immediately effective, provided that, a
Subsequent Election made during calendar year 2008 may not: (A) apply to any amount that would
otherwise be payable during calendar year 2008, (B) cause an amount that is otherwise payable after
calendar year 2008 to be paid in calendar year 2008; and (C) such Subsequent Election shall not
apply to any distribution otherwise payable within the six (6) month period following the date of
such Subsequent Election.




          (c) Distribution Options. The distribution options that may be selected by
Participants pursuant to this Section 6.6 are as follows:




               (i) Installment Distribution Option. If a Participant selects the “Installment
Distribution Option”, with respect to all or a portion of a Participant’s Account, except as
otherwise provided in this Section 6.6(c)(i), the Participant or the Participant’s Beneficiaries
shall be paid the portion of the Participant’s Account in the Deferred Compensation Ledger to which
this section applies in equal quarterly or annual (as selected by the Participant) installments of
principal and interest for a period of up to 20 years (as selected by the Participant).
Notwithstanding the foregoing, if the Participant forfeits all or a portion of his Account pursuant
to Section 6.7 (forfeiture for cause) or Section 6.8 (forfeiture for competition), the amount of
each installment of principal and interest shall be recalculated as of the date of any such
forfeiture taking into account the remaining amount due to the Participant and the remaining period
over which such Participant was to receive installments payments pursuant to this Section
6.6(c)(i). Amounts distributed pursuant to the Installment Distribution Option shall be treated as
a single payment for purposes of the subsequent deferral election rules of Section 409A.



               (ii) Lump Sum Distribution Option. If the Participant selects the “Lump Sum
Distribution Option”, with respect to all or a portion of the Participant’s Account, the
Participant or the Participant’s Beneficiaries shall be paid the portion of the Participant’s
Account in the Deferred Compensation Ledger to which this Section 6.6(c)(ii) applies, in a lump
sum.



               (iii) Combination Lump Sum and Installment Distribution Option. Participants may also
elect to have their Accounts distributed in part pursuant to the Lump Sum Distribution Option, and
the balance distributed pursuant to the Installment Distribution Option, by making the appropriate
designation on the form



-23-









 




which the Committee has approved for this purpose. If a Participant elects to have his Account
distributed pursuant to this Section 6.6(c)(iii), the lump sum payment shall be made at the time
provided under Section 6.6(d) and the installment payments shall commence upon the next applicable
payment date (i.e., either quarterly or annually).




               (iv) Default Distribution Option. If a Participant does not have an effective
election as to the form of distribution on file with the Committee at the time distributions to
such Participant are to commence, the Participant shall be conclusively deemed to have elected to
receive the vested balance of such Participant’s Account pursuant to the Installment Distribution
Option annually over a period of fifteen (15) years (the “Default Distribution Option”).



          (d) Commencement of Distributions. Distributions pursuant to this Section 6.6 shall
commence as soon as administratively feasible after the event giving rise to the distribution, but
not later than 90 days after the event giving rise to the distribution; provided, however, that in
the case of the death of the Participant, distributions shall not commence within the thirty (30)
day period following the Participant’s death; provided further, that, in the case of a Participant
who has made a Subsequent Election with respect to distributions upon Retirement or the occurrence
of an In-Service Distribution Date, distributions upon Retirement or the occurrence of an
In-Service Distribution Date shall not commence earlier than the time prescribed by Section 6.6(b);
provided further, that distributions to a Specified Employee that result from such Participant’s
Retirement or Termination shall not commence earlier than the date that is six (6) months after
such Specified Employee’s Retirement or Termination from the Company if such earlier commencement
would result in the imposition of tax under Section 409A. If distributions to a Participant are
delayed because of the six-month distribution delay described in the immediately preceding
sentence, such distributions shall commence as soon as administratively feasible following the end
of such six-month period, but not later than thirty (30) days after the end of such six-month
period.




     6.7 Forfeiture For Cause.



          (a) Forfeiture on Account of Discharge. If the Committee finds, after full
consideration of the facts presented on behalf of both SYSCO (or as applicable, a Subsidiary) and a
Participant, that the Participant was discharged by SYSCO (or as applicable, 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 as applicable, a Subsidiary) which damaged SYSCO and/or any
of its Subsidiaries, or (vi) disclosing trade secrets of SYSCO and/or any of its Subsidiaries ((i)
through (vi) individually and collectively referred to as “Forfeiture Event”), the entire




-24-









 







amount credited to the Participant’s Account in the Deferred Compensation Ledger as of the
date of discharge, exclusive of the lesser of (a) the credit balance of the Participant’s Account
attributable to Deferrals of the Participant, without any adjustments for deemed Investment
earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, or (b) the credit balance of the
Participant’s Account attributable to Deferrals, taking into account the adjustments for deemed
Investment earnings and losses pursuant to Sections 4.4, 4.5 and 4.7, shall be forfeited even
though it may have been previously vested under Article V.




          (b) Forfeiture after Commencement of Distributions. If the Committee finds, after full
consideration of the facts presented on behalf of both SYSCO (or as applicable, a Subsidiary) and
the Participant, that a Participant who has begun receiving distributions under this Plan (other
than In-Service Distributions) engaged in a Forfeiture Event during his employment with SYSCO (or
as applicable, a Subsidiary) (even though the Participant was not discharged from SYSCO or a
Subsidiary for such a Forfeiture Event), the Participant and/or Participant’s Beneficiaries shall
forfeit the entire amount credited to the Participant’s Account in the Deferred Compensation Ledger
exclusive of the lesser of (i) the credit balance of the Participant’s Account attributable to
Deferrals of the Participant, without any adjustments for deemed Investment earnings and losses
pursuant to Sections 4.4, 4.5 and 4.7, or (ii) the credit balance of the Participant’s Account
attributable to Deferrals, taking into account the adjustments for deemed Investment earnings and
losses pursuant to Sections 4.4, 4.5 and 4.7, even though it may have been previously vested under
Article V. For purposes of determining the portion of the Participant’s Account attributable to
Deferrals, any distributions made to a Participant before the date of determination shall be
applied first to reduce the credit balance of the Participant’s Account attributable to Deferrals
(exclusive of any associated Investment earnings).




          (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 a Subsidiary in any manner.




          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeiture
created by Sections 6.7(a) and 6.7(b), respectively, shall not apply to a 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



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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.




     6.8 Forfeiture for Competition.



          (a) Participant hereby recognizes that the Company would not be providing the valuable
benefits conferred by this Plan but for Participant’s willingness to provide certain
post-employment covenants designed to protect SYSCO and its Subsidiaries’ valuable confidential
information, trade secrets and goodwill, including, without limitation, its valuable customer and
supplier relationships. By accepting the benefits provided by this Plan, Participant acknowledges
that Participant is engaging in an arms-length transaction of parties with equal bargaining power,
recognizing that Participant may refuse to accept the benefits provided by this Plan and
accordingly refuse to provide the covenants contained in this Section 6.8 without any impact on
Participant’s continued employment with SYSCO (or, as applicable, any Subsidiary).




          (b) Participant shall forfeit all amounts otherwise due under this Plan, exclusive of the
lesser of (i) the credit balance of the Participant’s Account attributable to Deferrals of the
Participant, without any adjustments for deemed Investment earnings and losses pursuant to Sections
4.4, 4.5 and 4.7, or (ii) the credit balance of the Participant’s Account attributable to
Deferrals, taking into account the adjustments for deemed Investment earnings and losses pursuant
to Sections 4.4, 4.5 and 4.7, if the Committee finds, after full consideration of the facts, that
Participant, at any time within five (5) years from Participant’s last day of employment and
without written consent of SYSCO’s CEO or General Counsel, directly or indirectly engages in any of
the following acts: (1) provides services (regardless of whether as a director, officer, employee,
consultant or independent contractor) that are substantially the same as provided to SYSCO (or as
applicable, any Subsidiary) of any business that competes with the business of SYSCO (or, if
applicable, any Subsidiary if Participant worked for a Subsidiary as of Participant’s last day of
employment) in any county where SYSCO (or as applicable, any Subsidiary) that employed Participant
sold product as of the date of this Plan, provided that Participant also worked in or had
responsibility over such county or counties at any time during the last twenty-four (24) months of
Participant’s employment with SYSCO (or, as applicable, any Subsidiary); (2) solicits, entices or
recruits for any business that competes with the



-26-









 






business of SYSCO (or, if applicable, any Subsidiary if Participant worked for a Subsidiary as
of Participant’s last day of employment) any actual or prospective customer of SYSCO (or as
applicable, any Subsidiary) with whom Participant had contact at any time during Participant’s
employment; (3) solicits, entices or recruits any employee of SYSCO or any Subsidiary to leave such
employment to join a competing business; or (4) discloses any trade secret or item of confidential
information of SYSCO and/or any Subsidiary to a competing business. For purposes of determining the
portion of the Participant’s Account attributable to Deferrals, any distributions made to a
Participant before the date of determination shall be applied first to reduce the credit balance of
the Participant’s Account attributable to Deferrals (exclusive of any associated Investment
earnings).




          (c) Notwithstanding the foregoing, the forfeiture created by this Section 6.8 shall not apply
to any Participant whose termination of employment from SYSCO or a Subsidiary occurs during the
Change of Control Period.




     6.9 Hardship Withdrawals. Any Participant may request a hardship withdrawal to
satisfy an “Unforeseeable Emergency.” No hardship withdrawal can exceed the lesser of (i) the
amount of Deferrals credited to the Participant’s Account, or (ii) the amount reasonably necessary
to satisfy the Unforeseeable Emergency. Whether an Unforeseeable Emergency exists and the amount
reasonably needed to satisfy such need shall be determined by the Committee based upon the evidence
presented by the Participant and the rules established in this Section 6.9. If a hardship
withdrawal under this Section 6.9 is approved by the Committee, it shall be paid within ten (10)
days of the Committee’s determination. For purposes of this Plan, an “Unforeseeable Emergency”
means either: (i) a severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant’s spouse or of a dependent (as defined in Section
152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or
(iii) other similar extraordinary and unforeseeable circumstance arising as a result of events
beyond the control of the Participant, provided that in each case the circumstances qualify as an
“unforeseeable emergency” for purposes of Section 409A. The circumstances that constitute a
hardship shall depend upon the facts of each case, but, in any case, amounts distributed with
respect to an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such need
plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such need is or may be relieved: (a) through reimbursement
or compensation by insurance or otherwise (other than compensation that would otherwise be
available to the Participant from either a tax-qualified plan or another non-qualified



-27-









 




deferred compensation plan (irrespective of whether such non-qualified deferred
compensation plan is subject to Section 409A of the Code)), (b) by liquidation of the Participant’s
assets, to the extent the liquidation of such assets will not itself cause severe financial
hardship, or (c) additional compensation that may be available to such Participant by reason of a
cancellation of deferrals under Section 3.5 of this Plan. Foreseeable needs for funds, such as the
need to send a Participant’s child to college or the desire to purchase a home, shall not be
considered to be an Unforeseeable Emergency.




     6.10 Payments Upon Income Inclusion Under Section 409A. It is intended that the
provisions of this Plan shall comply fully with the requirements of Section 409A. In the event that
it is determined that some or all of the provisions of this Plan do not comply with the
requirements of Section 409A and a Participant is required to include in income amounts otherwise
deferred under this Plan as a result of non-compliance with Section 409A, the Participant shall be
entitled, upon request, to receive a distribution from such Participant’s Account not to exceed the
lesser of (i) the vested portion of the Participant’s Account, or (ii) the amount required to be
included in income as a result of the failure of the Plan to comply with the requirements of
Section 409A. Amounts distributable pursuant to this Section 6.10 shall be distributed as soon as
administratively feasible but no later than ninety (90) days after the date of the determination
that such provisions of the Plan do not comply with the requirements of Section 409A.



     6.11 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 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 affiliated
company, as a result of Section 280G of the Code and a reduction under the Sysco Corporation
Supplemental Executive Retirement Plan is not sufficient to cause all benefits paid under this Plan
to be deductible, the benefits payable under this Plan shall 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 an amount equal to the credit balance of the Participant’s
Account attributable to Deferrals, as adjusted for deemed Investment earnings and losses pursuant
to Sections 4.4 and 4.5. 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 will be taken into account, (b) no portion of the Total Payments which tax counsel, selected by SYSCO’s independent auditors and acceptable to the Participant and
reasonably acceptable to



-28-









 




SYSCO (“Tax Counsel”), determines not to constitute a “parachute
payment” within the meaning of Section 280G(b)(2) of the Code will be taken into account
(including, without limitation, amounts not treated as a “parachute payment” as a result of the
application of Section 280G(d)(4)(A)), (c) no portion of the Total Payments which Tax Counsel,
determines to be reasonable compensation for services rendered within the meaning of Section
280G(d)(4)(B) of the Code will be treated as an “excess parachute payment” in the manner provided
by Section 280G(d)(4)(B), and (d) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments will be determined by SYSCO’s independent auditors in
accordance with Sections 280G(b)(3) and (4) of the Code. Notwithstanding anything herein or
otherwise to the contrary, the Compensation Committee of the Board of Directors, may, within its
sole discretion and pursuant to an agreement approved by the Compensation Committee, waive
application of this Section 6.11, when it determines that specific situations warrant such action.




     6.12 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. It shall also calculate the deductions from the
amount of the benefit paid under the Plan for any taxes required to be withheld by federal, state
or local government and will cause them to be withheld.



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ARTICLE VII


ADMINISTRATION




     7.1 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 to appoint one or more replacement or additional Committee members from time
to time.



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



     7.3 Powers of the Committee. The Committee shall have the exclusive responsibility
for the general administration of the Plan according to the terms and provisions of the 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 the Plan;




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




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




          (d) to designate the persons eligible to become Participants and to establish the
maximum and minimum amounts that may be elected to be deferred;




          (e) to determine all controversies relating to the administration of the Plan,
including but not limited to:




               (i) differences of opinion arising between the Company and a Participant in accordance
with Section 7.7, 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 judicial action; and



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



          (f) 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




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of the Company, as the Committee determines to be necessary or advisable to
properly administer the Plan; and




          (g) to designate the investment options treated as Investments for purposes of
this Plan.




     7.4 Committee Discretion. The Committee, in exercising any power or authority granted
under this Plan, or in making any determination under this Plan shall perform or refrain from
performing those acts pursuant to such authority using its sole discretion and judgment. By way of
amplification and without limiting the foregoing, the Company specifically intends that the
Committee have the greatest possible discretion to construe the terms of the Plan and to determine
all questions concerning eligibility, participation and benefits. Any decision made by the
Committee or any refraining to act or any act taken by the Committee in good faith shall be final
and binding on all parties. The Committee’s decision shall never be subject to de novo review.
Notwithstanding the foregoing, the Committee’s decisions, refraining to act or acting is to be
subject to judicial review for those incidents occurring during the Plan Year in which a Change of
Control occurs and during the next three succeeding Plan Years.



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



     7.6 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.



     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 of or timing of
payment of a benefit affected by a Change of Control shall be governed by Section 7.3(e)(i). Such
written request must set forth the Claimant’s claim and must be addressed to the Committee at
SYSCO’s principal office.



          (a) Initial Claims Decision. The Committee shall generally provide written notice to
the Claimant of its decision within ninety (90) days




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(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.




          (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 one hundred eighty (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 SYSCO’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 one hundred eighty
(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 mandatory precondition to commencement of any arbitration proceeding
in connection with the Plan by a person claiming rights under the Plan or by another person
claiming rights through such a person. The Committee may, in its sole discretion, waive the
procedures described in this Section 7.7 as a mandatory precondition to such an action.






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          (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 SYSCO 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 SYSCO is organized under the laws of the State of Delaware. The decision of the
arbitrator shall be final and binding on both parties.






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ARTICLE VIII




ADOPTION BY SUBSIDIARIES




     8.1 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 the 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. 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.



     8.2 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 any Subsidiary shall not,
however, affect the rights of any Participant who is working or has worked for the Subsidiary as to
amounts previously standing to his credit in his Account in the Deferred Compensation Ledger,
including, without limitation, all of the Participant’s rights pursuant to Sections 4.4, 4.5 and
4.6 with respect to amounts deferred by him and matched by the Company and credited to his Account,
prior to the distribution of those funds to the Participant, without his consent.



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ARTICLE IX




AMENDMENT AND/OR TERMINATION




     9.1 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 Subsidiary; provided, however, that authority to terminate this Plan or to make any
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.



     9.2 No Retroactive Effect on Awarded Benefits. Absent a Participant’s prior consent,
no amendment shall:



          (a) affect the amounts then standing to his credit in his Account in the Deferred Compensation
Ledger;




          (b) change the rate of or method of calculating interest to accrue in the future on Company
Matches credited to a Participant’s Account prior to July 2, 2008;




          (c) change a Participant’s rights under any provision relating to a Change of Control after a
Change of Control has occurred.




However, the Board of Directors shall retain the right at any time to (i) change in any manner the
method of calculating Investment earnings and losses effective from and after the date of the
amendment on the Participant’s Deferrals, and (ii) change the rate of or method of calculating
interest, effective from and after the date of the amendment, to accrue on Company Matches credited
to a Participant’s Account on or after July 2, 2008, if in both cases the amendment has been
announced to the Participants.




     9.3 Effect of Termination. Upon termination of the Plan, the following provisions of
this Section 9.3 shall apply:



          (a) No additional amounts shall be credited to any Participant’s Account in the Deferred
Compensation Ledger, to the extent such amounts relate to salaries or bonuses earned on or after
the effective date of the Plan’s termination.




-35-









 








          (b) The Board of Directors or its designee may, in its sole discretion, authorize
distributions of the vested balance of the Participants’ Accounts in the Deferred Compensation
Ledger 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 amounts deferred under the Plan and any other vested amounts 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 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 Sections 9.3(a) and (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 until all Participant Account balances have been distributed pursuant to the
terms of the Plan; (ii) a Participant shall continue to be entitled to a distribution of his
Account only if he meets the distribution requirements set forth in Article 6 hereof; (iii) the
forfeiture provisions of Sections 6.7 and 6.8, and the restrictions set out in Section 6.11 shall
continue to apply; and (iv) no Participant shall be entitled to a distribution of the Participant’s
Account solely as a result of the Plan’s termination in accordance with the terms of this Article
IX.




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ARTICLE X




FUNDING




     10.1 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.



     10.2 Plan Obligations May be Funded Through 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 governing the trust.
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.



     10.3 Reversion of Excess Assets. Any Company may, at any time, request the record
keeper for the Plan to determine the present Account balance, assuming the Account balance to be
fully vested and taking into account credits and debits arising from deemed Investment earnings and
losses credited interest pursuant to Article IV, as of the month end coincident with or next
preceding the request, of all Participants and Beneficiaries of deceased Participants for which the
Company is 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 Account balances of
all Participants and Beneficiaries by 25%, any Company may direct the trustee to return to



-37-









 




each
Company its proportionate part of the assets which are in excess of 125% of the Account balances.
Each Company’s share, of the excess assets will be the Participants’ Accounts earned while in the
employ of that Company as compared to the total of the Account balances earned by all Participants
under the Plan times the excess assets. If there has been a Change of Control, for the purpose of
determining if there are excess funds, all contributions made prior to the Change of Control will
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.




     10.4 Participants Must Rely Only on General Credit of the Company. It is also
specifically recognized by both the Company and the Participants that this Plan is only a general
corporate commitment and that each Participant must rely upon the general credit of the Company for
the fulfillment of its obligations under this Plan. Under all circumstances the rights of
Participants to any asset held by the Company will be no greater than the rights expressed in this
Plan. Nothing contained in this Plan will constitute a guarantee by the Company that the assets of
the Company shall be sufficient to pay any benefits under this Plan or would place the Participant
in a secured position ahead of general creditors of the Company. Though the Company may establish
or become a signatory to a Rabbi Trust, as indicated in Section 10.2, to accumulate assets to
fulfill its obligations, the Plan and any such trust will not create any lien, claim, encumbrance,
right, title or other interest of any kind whatsoever in any Participant in any asset held by the
Company, contributed to any such trust or otherwise designated to be used for payment of any of its
obligations created in this Plan. No policy or other specific asset of the Company has been or
will be set aside, or will in any way be transferred to the trust or will be pledged in any way for
the performance of the Company’s obligations under this Plan which would remove the policy or asset
from being subject to the general creditors of the Company.



-38-









 





ARTICLE XI




MISCELLANEOUS




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



          (a) to give any employee of any Company any right to be designated a Participant in the Plan;




          (b) to give a Participant any right with respect to the compensation deferred, the Company
Match, the deemed Investment earnings and losses, or the interest credited in the Deferred
Compensation Ledger except in accordance with the terms of this Plan;




          (c) to limit in any way the right of the Company to terminate a Participant’s employment with
the Company at any time;




          (d) to evidence any agreement or understanding, expressed or implied, that the Company shall
employ a Participant in any particular position or for any particular remuneration; or




          (e) 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.




     11.2 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.



     11.3 Non-alienation of Benefits. No right or benefit provided in this Plan shall be
transferable by the Participant except, upon his death, to a named Beneficiary as provided in this
Plan. No right or benefit under this Plan shall be subject to anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same will be void. No right or benefit under this Plan shall in
any manner be liable for or subject to any debts, contracts, liabilities or torts of the person
entitled to such benefits. 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, cease. 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



-39-









 




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.




     11.4 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 Company, the Company’s legal counsel, 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.



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



     11.6 Notice. Any notice or filing required or permitted to be given to the Committee
or a Participant shall be sufficient if submitted 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.



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



     11.8 Governing Law and Exclusive Jurisdiction. 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, Participant and the Company agree that 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.



     11.9 Effective Date. This Plan will be operative and effective on July 2, 2008.



     11.10 Compliance with Section 409A of the Code. The Plan (i) is intended to comply
with, (ii) shall be interpreted and its provisions shall be
applied in a manner that is consistent with, and (iii) shall have any ambiguities therein
interpreted, to the extent possible, in a manner that complies with Section 409A. 



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          IN WITNESS WHEREOF, the Company has executed this document as of July 2, 2008.



	 	 	 	 	 	 	 
	 	 	SYSCO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:

Title:
	 	/s/ Michael C. Nichols
 

Michael C. Nichols

Sr. Vice President, General Counsel and Secretary
	 	 






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EXHIBIT “A”




INVESTMENT OPTIONS




[Attached]




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FIFTH AMENDED AND RESTATED 

SYSCO CORPORATION 

EXECUTIVE DEFERRED COMPENSATION PLAN




INVESTMENT OPTIONS




     The following are the “Investments” that are available under the Fifth Amended and Restated
SYSCO Corporation Executive Deferred Compensation Plan:



	 	 	 
	Option	 	Manager
	Equity Income Trust

	 	T. Rowe Price Associates, Inc.
	500 Index B Trust

	 	MFC Global Investment Management
	Mid-Value Trust

	 	T. Rowe Price Associates, Inc.
	Overseas Equity Trust

	 	Capital Guardian Trust Company
	Small Cap Value Trust

	 	Wellington Management Company LLC
	Brandes International Equity Fund

	 	Brandes Investment Partners, LP
	Frontier Capital Appreciation

	 	Frontier Capital Management Company, LLC
	Bond Index B Trust

	 	Declaration Management & Research LLC






          Default Investment




          Moody’s Average Corporate Bond Yield calculated as described in the definition of Default
Investment.





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