exv10w59






Exhibit 10.59

EXECUTION COPY




SECOND AMENDED AND RESTATED

SYSCO CORPORATION 2005

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN




Effective July 2, 2008




 









 





SECOND AMENDED AND RESTATED

SYSCO CORPORATION 2005

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I
	 	DEFINITIONS	 	2
	 
	 	 	 	 
	ARTICLE II
	 	ELIGIBILITY	 	6
	 
	 	 	 	 
	ARTICLE III
	 	DEFERRAL	 	7
	 
	 	 	 	 
	3.1
	 	Election to Defer	 	7
	 
	3.2
	 	Failure to Elect	 	7
	 
	3.3
	 	Revocation or Change of Election	 	7
	 
	3.4
	 	Timing and Form of Election	 	7
	 
	 	 	 	 
	ARTICLE IV
	 	ACCOUNT	 	8
	 
	4.1
	 	Establishing a Participant’s Account	 	8
	 
	4.2
	 	Credit of the Participant’s Deferral	 	8
	 
	4.3
	 	Deemed Investments	 	8
	 
	4.4
	 	Procedure to Credit/Debit Interest, Earnings, or Losses Upon an Event of Distribution	 	9
	 
	 	 	 	 
	ARTICLE V
	 	VESTING	 	11
	 
	 	 	 	 
	ARTICLE VI
	 	DISTRIBUTIONS	 	12
	 
	6.1
	 	Form and Time of Distribution	 	12
	 
	6.2
	 	Death/Beneficiary Designation	 	13
	 
	6.3
	 	Termination Distributions	 	14
	 
	6.4
	 	Hardship Withdrawals	 	14
	 
	6.5
	 	Payments upon Income Inclusion Under Section 409A	 	14
	 
	6.6
	 	Expenses Incurred in Enforcing the Plan	 	15
	 
	6.7
	 	Responsibility for Distributions and Withholding of Taxes	 	15
	 
	 	 	 	 
	ARTICLE VII
	 	ADMINISTRATION	 	16
	 
	7.1
	 	Committee Appointment	 	16
	 
	7.2
	 	Committee Organization and Voting	 	16
	 
	7.3
	 	Powers of the Committee	 	16
	 
	7.4
	 	Committee Discretion	 	17
	 
	7.5
	 	Reimbursement of Expenses	 	17
	 
	7.6
	 	Indemnification	 	17
	 
	 	 	 	 
	ARTICLE VIII
	 	AMENDMENT AND/OR TERMINATION	 	18
	 
	8.1
	 	Amendment or Termination of the Plan	 	18
	 
	8.2
	 	No Retroactive Effect on Account	 	18
	 
	8.3
	 	Effect of Termination	 	18






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE IX
	 	FUNDING	 	20
	 
	9.1
	 	Payments Under This Plan Are the Obligation of SYSCO	 	20
	 
	9.2
	 	Plan Obligations May Be Funded Through Rabbi Trust	 	20
	 
	9.3
	 	Reversion of Excess Assets	 	20
	 
	9.4
	 	Participants Must Rely Only on General Credit of SYSCO	 	20
	 
	 	 	 	 
	ARTICLE X
	 	MISCELLANEOUS	 	22
	 
	10.1
	 	Limitation of Rights	 	22
	 
	10.2
	 	Distributions to Incompetents or Minors	 	22
	 
	10.3
	 	Nonalienation of Benefits	 	22
	 
	10.4
	 	Reliance Upon Information	 	22
	 
	10.5
	 	Severability	 	23
	 
	10.6
	 	Notice	 	23
	 
	10.7
	 	Gender and Number	 	23
	 
	10.8
	 	Governing Law	 	23
	 
	10.9
	 	Effective Date	 	23
	 
	  10.10
	Compliance with Section 409A	 	23






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SECOND AMENDED AND RESTATED

SYSCO CORPORATION 2005

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN




     WHEREAS, Sysco Corporation sponsors and maintains that certain First Amended and Restated
Sysco Corporation 2005 Board of Directors Deferred Compensation Plan effective as of January 1,
2005 (the “Current Plan”);



     WHEREAS, Section 8.1 of the Current Plan authorizes the Board of Directors of Sysco
Corporation to amend the Current Plan; and



     WHEREAS, the Board of Directors of Sysco Corporation has determined that it is in the best
interests of Sysco Corporation and its non-employee directors 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 on certain amounts; (ii) remove the Variable Investment Option (as defined in
the Current Plan); and (iii) add a right to receive distributions upon the disability of a
Participant.



     NOW, THEREFORE, Sysco Corporation hereby adopts this Second Amended and Restated Sysco
Corporation 2005 Board of Directors 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.
Each Account shall reflect the Participant’s compensation deferred under this Plan, as adjusted
herein for deemed Investment earnings and losses and credited interest.



     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.



     Business Day. “Business Day” means during regular business hours on 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, for purposes of this definition, 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;




          (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




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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 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.




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



     Committee. “Committee” means the persons who are from time to time serving as Chief
Executive Officer, Secretary, and Treasurer of SYSCO. These persons shall constitute the 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 6.1(c).



     Default Investment. “Default Investment” shall mean 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.



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     Deferred Compensation Ledger. “Deferred Compensation Ledger” means the ledger
maintained by the Committee for each Participant which reflects the amount of the Participant’s
compensation deferred under this Plan, the credits and debits for deemed Investment earnings and
losses pursuant to Sections 4.3 and 4.4, interest credited pursuant to Section 4.5, and cash
distributed to the Participant or the Participant’s Beneficiary or Beneficiaries pursuant to
Article VI.



     Disability. “Disability” means that a Participant 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.



     Eligibility Date. “Eligibility Date” means the date as of which a member of the Board
of Directors is first eligible to participate in the Plan. A member of the Board of Directors
shall be notified of his 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.



     Investment. “Investment” means the options set forth in Exhibit “A” attached
hereto, 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 6.1(b)(i).



     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 the Moody’s Bond Survey, by the number of months in the
applicable calculation period) for either the (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.



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     Participant. “Participant” means a member of the Board of Directors of SYSCO who is
not otherwise employed by SYSCO or a Subsidiary, and any former member of the Board of Directors of
SYSCO who is eligible to participate in the Plan or who has an Account in the Deferred Compensation
Ledger.



     Plan. “Plan” means this Second Amended and Restated Sysco Corporation 2005 Board of
Directors Deferred Compensation Plan, as set forth in this document and amended from time to time.



     Plan Year. “Plan Year” means the calendar year.



     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 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.



     Subsequent Elections. “Subsequent Elections” shall have the meaning set forth in
Section 6.1(a).



     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.



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



     Termination. “Termination” means a Participant’s Separation from Service from the
Company voluntarily (by reason of such Participant retirement, or resignation from the Board of
Directors) or involuntarily (by reason of such Participant’s removal from the Board of Directors
for any reason) for any reason other than death or Disability.



     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 the corresponding
provisions of succeeding regulations).



     Trust. “Trust” means any trust created by separate agreement as permitted by Section
9.2 of this Plan.



     Unforeseeable Emergency. “Unforeseeable Emergency” shall have the meaning set forth
in Section 6.5.



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ARTICLE II




ELIGIBILITY




     All members of the Board of Directors who are not otherwise employed by SYSCO or a Subsidiary
shall be eligible to participate in this Plan.



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ARTICLE III




DEFERRAL




     3.1 Election to Defer. Each Participant may elect to defer under this Plan a
percentage of his Director’s fees in any ten percent (10%) increment which is not less than twenty
percent (20%) nor more than one hundred percent (100%) of his Director’s fees. Generally, the
election to defer is effective only if received by the Committee in proper form prior to the
beginning of the Plan Year or Years for which it is to be applicable; once a Plan Year has
commenced, the election to defer shall be irrevocable for that Plan Year. Notwithstanding the
foregoing provisions of this Section 3.1 to the contrary, with respect to the first Plan Year
during which a Participant becomes eligible to participate in the Plan, the Participant’s election
to defer may be made, with respect to Director’s fees for services to be performed subsequent to
the election, within thirty (30) days after the Participant’s Eligibility Date.



     3.2 Failure to Elect. If the Participant fails to provide his election to the
Committee in proper form: (i) with respect to the initial Plan Year of a Participant’s Plan
eligibility, on or before the thirtieth (30th) day following the Participant’s
Eligibility Date, and (ii) with respect to Plan Years after a Participant’s initial year of Plan
eligibility, the beginning of a Plan Year for which no prior election is effective, the Participant
shall be deemed to have elected not to defer any portion of his Director’s fees for that Plan Year.



     3.3 Revocation or Change of Election. Each Participant shall have the right to revoke
or change any prior continuing election to defer a portion or all of his Director’s fees; provided,
however, that any such revocation or change of election shall be effective only on a prospective
basis beginning with Director’s fees earned during the Plan Year next following the Plan Year
during which the Committee receives the revocation or change in proper form. Notwithstanding
anything to the contrary contained herein, if a Participant receives a hardship withdrawal pursuant
to Section 6.5, the Participant may elect to cancel his deferral election in effect for such
calendar year. Such cancellation election shall be made in writing by the Participant in such form
as the Committee determines from time to time, and any subsequent deferral elections shall be
subject to the requirements of the first two sentences of Section 3.1.



     3.4 Timing and Form of Election. The Committee shall have the right to make such
rules and regulations regarding the election, revocation, or change of election to defer as are not
inconsistent with the requirements of Sections 3.1, 3.2, and 3.3 or Section 409A, including
establishing election periods, forms for elections, and all other pertinent matters.



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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 SYSCO. Each
Account shall reflect the entire interest of the Participant in the Plan.



     4.2 Credit of the Participant’s Deferral. The Participant’s Account in the Deferred
Compensation Ledger shall be credited on the same day on which the cash compensation would
otherwise have been paid to the Participant with a dollar amount equal to the total amount by which
the Participant’s cash compensation was reduced in accordance with the Participant’s deferral
election.



     4.3 Deemed Investments. The credit balance of the Participant’s Account in the
Deferred Compensation Ledger 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 his Account will be deemed invested. The Investments designated by a
Participant shall be deemed to have been purchased on the date on which the Participant’s deferrals
are credited to the Participant’s Account, or if such date 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 his Account will be deemed invested, the credit balance of 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 change (i) the existing Investments in which the Participant’s Account is
deemed invested by treating a portion of the existing Investments in the Participant’s Account as
having been sold and the new Investments purchased (i.e., an Investment transfer); and (ii) the
Investments which are deemed to be 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 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 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.




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          (d) In no event shall SYSCO 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 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.




     4.4 Crediting of Earnings on Amounts Invested in the Default Investment. Earnings
will be credited on the portion of the Participant’s Account invested in the Default Investment in
accordance with this Section 4.4. For the portion of the Participant’s Account which is invested
(or deemed invested) in the Default Investment as of the close of business on July 1, 2008,
earnings credited to the Participant’s Account on or after July 2, 2008, with respect to such
amounts shall 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 the
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 investment return of the Default Investment.



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



          (a) Crediting/Debiting 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 in
the Participant’s Account, other than amounts invested in the Default Investment, shall be treated
as sold and credited with a dollar value in accordance with Section 4.3(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, earnings will be credited as provided
in Section 4.4.




          (b) Crediting of Interest After Commencement of Installment Distributions. With
respect to distributions subject to this Section 4.5(b), if any portion of a Participant’s Account
is to be paid pursuant to the Installment Distribution Option, interest shall be credited to the
declining balance of the portion of the Participant’s Account subject to this Section 4.5(b)
beginning on the day on which distributions commence and continuing until the final installment
distribution is paid. The interest crediting rate for purposes of this Section 4.5(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 (A) 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, and (B) one percent (1%); and (ii) for events
occurring on or




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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 Participant’s whose Termination 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 payment and the crediting of Investment
earnings and losses shall be governed by the terms of the Current Plan. Notwithstanding the
foregoing, that for purposes of determining the amount of Investment earnings and losses credited
to the Participant’s Account, the terms of the Plan shall govern.





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ARTICLE V




VESTING




     The amount credited to a Participant’s Account attributable to deferrals of Director’s fees,
adjusted for interest and deemed Investment earnings and losses pursuant to Sections 4.3, 4.4 and
4.5, shall be one hundred percent (100%) vested at all times.



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ARTICLE VI




DISTRIBUTIONS




     6.1 Form and Time of Distribution.



          (a) Election, Revocation, or Change of Election of the Form of Distribution. Each
Participant shall have the right to elect, to revoke, or to change any prior election of the form
of distribution at the time and under the rules established by the Committee, which rules shall
include the provisions of this Article VI. A Participant may elect different forms of
distribution, as specified in Section 6.1(b), with respect to the distribution options described in
Sections 6.2 (upon death), 6.3 (upon Termination), and 6.4 (upon Disability). 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 election
to defer Director’s fees under this Plan, shall become effective upon receipt, and shall become
irrevocable at the time a Participant first makes an election to defer Director’s fees under this
Plan. Any election of form of distribution or revocations or changes of election of form of
distribution with respect to a distribution event that a Participant makes after he first makes an
election to defer Director’s fees under this Plan (such elections, revocations, and changes are
referred to collectively herein as “Subsequent Elections”) shall be effective only if the
Subsequent Election is received by the Committee in proper form at least one (1) year prior to the
occurrence of the event giving rise to the distribution to which such Subsequent Election applies.
During the one-year period after a Subsequent Election is received by the Committee, the
Participant’s last effective election, revocation, or change shall remain in force with respect to
such distribution event. In addition, with respect to distributions resulting from the
Participant’s Termination, the first payment pursuant to such Subsequent Election may not be made
within the five (5) 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 Participant.
Notwithstanding the foregoing provisions of this Section 6.1(a), 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, 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) shall not apply to any distribution that is otherwise
payable within the six-month period following the date of such Subsequent Election.




          (b) Form of Distribution Options Available. The distribution options that may be
selected by Participants are as follows:





          (i) a lump-sum payment (the “Lump-Sum Distribution Option”) to the Participant
or the Participant’s Beneficiaries of the Participant’s Account in the Deferred Compensation
Ledger;




          (ii) equal quarterly or annual (as elected by the Participant) installment payments to
the Participant or the Participant’s Beneficiaries of principal and interest for a period of
up to 20 years (as elected by the Participant) (the “Installment Distribution
Option”);



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          (iii) a combination of the Lump-Sum Distribution Option and the Installment
Distribution Option, whereby a portion of the Participant’s Account in the Deferred
Compensation Ledger is distributed in part pursuant to the Lump-Sum Distribution Option, and
the balance of the Account is distributed pursuant to the Installment Distribution Option.
If a Participant elects to have his Account distributed pursuant to this Section
6.1(c)(iii), the lump sum payment shall be made at the time provided in Section 6.1(f) and
the installment payments shall commence upon the next applicable payment date (i.e.,
quarterly or annually).



          (c) 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 balance of the Participant’s Account pursuant to the Installment Distribution Option
annually over a period of ten (10) years (the “Default Distribution Option”).




          (d) Payment of Amounts less than $30,000. Notwithstanding any other provision of this
Plan, if a Participant’s Account is less than $30,000 on the date installment distributions to such
Participant hereunder would otherwise commence, the distribution shall be made in one lump sum.




          (e) Commencement of Distributions. Distributions pursuant to this Section 6.1 shall
commence as soon as administratively feasible after the occurrence of the event giving rise to the
distribution, but not later than ninety (90) days after the event giving rise to the distribution;
provided, 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, distributions shall not commence earlier
than the time prescribed by Section 6.1(a).




     6.2 Death/Beneficiary Designation. Upon the death of a Participant, the Participant’s
Beneficiary or Beneficiaries shall receive, at the time and in the manner provided in Section 6.1,
the balance then credited to the Participant’s Account in the Deferred Compensation Ledger. Each
Participant, at the time of making his initial deferral election, must 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 his 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 which the Committee has approved 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 entities, 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 thirty (30) days after 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



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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 a Beneficiary which is 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.



     6.3 Termination Distributions . Upon the Participant’s Termination, the Participant
shall receive, at the time and in the manner provided in Section 6.1, the amount credited to the
Participant’s Account in the Deferred Compensation Ledger.



     6.4 Disability Distributions. Upon the Participant’s Disability occurring on or after
January 1, 2009, the Participant shall receive, at the time and in the manner provided in Section
6.1, the amount credited to the Participant’s Account in the Deferred Compensation Ledger.



     6.5 Hardship Withdrawals. Any Participant may request a hardship withdrawal to
satisfy an “Unforeseeable Emergency.” No hardship withdrawal can exceed the lesser of the amount
credited to the Participant’s Account or the amount reasonably needed to satisfy the Unforeseeable
Emergency. Whether an Unforeseeable Emergency exists and the amount reasonably needed to satisfy
such emergency shall be determined by the Committee based upon the evidence presented by the
Participant and the rules established in this Section 6.5. If a hardship withdrawal 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: (a) a severe financial hardship to the
Participant resulting from an illness or accident of the Participant or of a dependent (as defined
in Section 152(a) of the Code) of the Participant, (b) the loss of the Participant’s property due
to casualty, or (c) another similar extraordinary and unforeseeable circumstance arising as a
result of events beyond the control of the Participant. 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
emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such emergency is or may be relieved:
(i) 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 deferred compensation plan (irrespective of whether such non-qualified deferred
compensation plan is subject to Section 409A)), (ii) by liquidation of the Participant’s assets, to
the extent the liquidation of such assets will not itself cause severe financial hardship, or (iii)
by additional compensation that may be available to such Participant by reason of a cancellation of
deferrals under Section 3.3 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.



     6.6 Payments upon Income Inclusion Under Section 409A. It is intended that the
provisions of this Plan shall comply with the requirements of Section 409A; however, if it is
determined that the provisions of this
Plan do not comply with the requirements of Section 409A and a Participant is required to
include in income



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amounts otherwise deferred under this Plan, the Participant shall be entitled,
upon request, to receive a distribution not to exceed the amount required to be included in income
as a result of the failure of the Plan to meet the requirements of Section 409A. Amounts
distributable pursuant to this Section 6.6 shall be distributed as soon as administratively
feasible, but no later than ninety (90) days after the date of the determination that the Plan does
not comply with the requirements of Section 409A.



     6.7 Expenses Incurred in Enforcing the Plan. SYSCO will, in addition to the amounts
otherwise payable to a Participant under the Plan, pay a Participant for all legal fees and
expenses incurred by him in contesting or disputing his removal from the Board of Directors or in
seeking to obtain or enforce any benefit provided by this Plan if the removal occurs in the Plan
Year in which a Change of Control occurs or during the next three (3) succeeding Plan Years
following the Plan Year in which a Change of Control occurs.



     6.8 Responsibility for Distributions and Withholding of Taxes. The Committee shall
furnish information to SYSCO concerning the amount and form of distribution to any Participant
entitled to a distribution so that SYSCO may make or cause the Trust to make the distribution
required. The Committee 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
shall cause them to be withheld.



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ARTICLE VII




ADMINISTRATION




     7.1 Committee Appointment. The Committee shall be comprised of the Chief Executive
Officer, the Secretary, and the Treasurer of SYSCO. 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 Committee shall select from among its
members a chairman to preside at all of its meetings and shall elect a secretary without regard to
whether that person is a member of the Committee. The secretary shall keep all records, documents,
and data pertaining to the Committee’s supervision and administration of the Plan. A majority of
the members of the Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at any meeting shall decide any question brought before
the meeting. In addition, the Committee may decide any question by vote, taken without a meeting,
of a majority of its members. A member of the Committee who is also a Participant shall not vote
or act on any matter relating solely to himself.



     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;




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





          (i) differences of opinion arising between SYSCO and a Participant, 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
shall be decided by judicial action; and



-16-









 






          (ii) any question it deems advisable to determine in order to promote the uniform
administration of the Plan for the benefit 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 SYSCO, or groups of employees of
SYSCO, 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, SYSCO 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 SYSCO, and all agents and representatives of SYSCO
shall be indemnified by SYSCO, 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.



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ARTICLE VIII




AMENDMENT AND/OR TERMINATION




     8.1 Amendment or Termination of the Plan. The Board of Directors may amend or
terminate this Plan at any time by an instrument in writing.



     8.2 No Retroactive Effect on Account. Absent a Participant’s prior consent, no
amendment shall affect the rights of such Participant to the amounts then standing to his credit in
his Account in the Deferred Compensation Ledger, to change the method of calculating Investment
earnings and losses already accrued prior to the date of the amendment, or to 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 change in any
manner the method of calculating Investment earnings and losses effective from and after the date
of the amendment if it has been announced to the Participants.



     8.3 Effect of Termination. Upon termination of the Plan, the following provisions of
this Section 8.3 shall apply:



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




          (b) The Committee or its designee may, in its sole discretion, authorize distributions of the
balance of the Participant’s Account 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) The remaining balances of all Participants’ Accounts after distributions pursuant
to Section 8.3(b)(ii), are distributed within twenty-four (24) months of the termination of
the Plan; and




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



-18-









 





          (c) Except as otherwise provided in Section 8.3(a) and 8.3(b), on and after the effective date
of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the
Plan’s termination, (ii) all amounts credited the Participant’s Account in the Deferred
Compensation Ledger prior to the date of termination shall be payable only under the conditions, at
the time, and in the form then provided in this Plan, and (iii) no Participant shall be entitled to
a distribution of his Account solely as a result of the Plan’s termination in accordance with the
provisions of this Article VIII.





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ARTICLE IX




FUNDING




     9.1 Payments Under This Plan Are the Obligation of SYSCO. SYSCO 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 established pursuant to Section
9.2. In any event, if the Trust fails to pay for any reason, SYSCO shall remain liable for the
payment of all benefits provided by this Plan.



     9.2 Plan Obligations May Be Funded Through Rabbi Trust. It is specifically recognized
by both SYSCO and the Participants that SYSCO may, but is not required to, contribute any amount it
finds desirable to a so-called “Rabbi Trust,” established to accumulate assets to fund the
obligations of SYSCO under this Plan. However, under all circumstances, the rights of the
Participants to the assets held in the Trust shall be no greater than the rights expressed in the
Plan and the trust agreement governing the Trust. Nothing contained in any trust agreement which
creates any funding trust or trusts shall constitute a guarantee by SYSCO that assets of SYSCO
transferred to that trust or those trusts shall be sufficient to pay any benefits under this Plan
or would place the Participant in a secured position ahead of general creditors should SYSCO become
insolvent or bankrupt. Any trust agreement prepared to fund SYSCO’s obligations under the 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 SYSCO in relation to their
benefits under this Plan.



     9.3 Reversion of Excess Assets. SYSCO may at any time request the record keeper for
the Plan to determine the present Account balance, taking into account credits and debits arising
from the deemed Investment earnings and losses in accordance with Sections 4.3 and 4.4 and interest
credited pursuant to Section 4.5, as of the month end coincident with or next following the
request, of all Participants and Beneficiaries of deceased Participants for which SYSCO 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 accrued benefits
of all Participants and Beneficiaries by twenty-five percent (25%), SYSCO may direct the trustee to
return to it all of the excess funds. However, 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 shall be subtracted from the fair market value of the assets held in the Trust as of the
determination date but before the determination is made.



     9.4 Participants Must Rely Only on General Credit of SYSCO. It is also specifically
recognized by both SYSCO and the Participants that this Plan is only a general corporate commitment
and that each Participant must rely upon the general credit of SYSCO for the fulfillment of its
obligations hereunder. Under all circumstances the rights of Participants to any asset held by
SYSCO shall be no greater than the rights expressed in this Plan. Nothing contained in this Plan
shall constitute a guarantee by SYSCO that the assets of SYSCO will be sufficient to pay any
benefits under this Plan or would place the Participant in a secured position ahead of general
creditors of SYSCO. Though SYSCO has established and may fund a Rabbi Trust, as indicated in
Section 9.2, to accumulate



-20-









 







assets to fulfill its obligations, the Plan and any such trust shall not create any lien,
claim, encumbrance, right, title or other interest of any kind whatsoever in any Participant in any
asset held by SYSCO, contributed to any such trust or otherwise designated to be used for payment
of any of its obligations created in this Plan. No specific assets of SYSCO have been or will be
set aside, or will in any way be transferred to any trust or will be pledged in any way for the
performance of SYSCO’s obligations under this Plan which would remove such assets from being
subject to the general creditors of SYSCO.



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ARTICLE X




MISCELLANEOUS




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



          (a) to give any member of the Board of Directors any right to be designated a Participant in
the Plan;




          (b) to give a Participant any right with respect to the fee or compensation deferred, 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 SYSCO to remove a Participant from the Board of Directors
at any time;




          (d) to evidence any agreement or understanding, expressed or implied, that SYSCO shall retain
a Participant as a member of the Board of Directors 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 SYSCO.




     10.2 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.



     10.3 Nonalienation 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 shall 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 SYSCO hold or apply the right or benefit or any part of it to the benefit of the
Participant or Beneficiary, his or her spouse, children or other dependents or any of them in any
manner and in any proportion the Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.



     10.4 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



-22-









 







decision or action taken by the Committee when it relies upon
information supplied to it by any officer of SYSCO, SYSCO’s legal counsel, SYSCO’s independent
accountants, or other advisors in connection with the administration of this Plan shall be deemed
to have been taken in good faith.



     10.5 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.



     10.6 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 SYSCO 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.



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



     10.8 Governing Law. The Plan shall be construed, administered, and governed in all
respects by the laws of the State of Texas.



     10.9 Effective Date. This Plan shall be operative and effective on July 2, 2008.



     10.10 Compliance with Section 409A. 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.



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



	 	 	 	 	 	 	 
	 	 	SYSCO CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael C. Nichols
 

Michael C. Nichols
	 	 
	 

	 	Title:
	 	Sr. Vice President, General Counsel

  and Corporate Secretary	 	 






-23-









 





EXHIBIT “A”




INVESTMENT OPTIONS




[Attached]




-24-









 





 Effective July 2, 2008

SECOND AMENDED AND RESTATED 

2005 SYSCO CORPORATION 

BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN




INVESTMENT OPTIONS




     The following are the “Investments” that are available under the Second Amended and Restated
2005 SYSCO Corporation Board of Directors Deferred Compensation Plan:



	 	 	 
	Options	 	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
	Frontier Capital Appreciation

	 	Frontier Capital Management Company, LLC
	Bond Index B Trust

	 	Declaration Management & Research LLC






Default Investment




     Moody’s Average Corporate Bond Yield, as described in the Plan’s Default Investment
definition.