exv10w2






Exhibit 10.2




SYSCO CORPORATION

2007 STOCK INCENTIVE PLAN




FIRST AMENDMENT TO

RESTRICTED STOCK AWARD AGREEMENT



     THIS FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT (this “Amendment”) is entered
into as of the ___day of February, 2010 by and between Sysco Corporation, a Delaware corporation
(the “Corporation”) and Kenneth F. Spitler (“Grantee”).



WITNESSETH




     WHEREAS, the Corporation and Grantee entered into that certain Restricted Stock Award
Agreement dated as of January 17, 2009 (the “Restricted Stock Award Agreement”) which is
subject to those certain Terms and Conditions of Stock Award, attached thereto (the “Terms and
Conditions”);



     WHEREAS, pursuant to the terms of the Restricted Stock Award Agreement, Grantee was granted
75,822 restricted shares of the Corporation’s Common Stock (the “Stock Award”), one-third
of which vest on each of the first three anniversaries of the date of grant;



     WHEREAS, the Terms and Conditions provides that any shares of stock that are unvested as of
the date of Grantee’s termination of employment shall automatically be forfeited and cancelled as
of such date; and



     WHEREAS, the Corporation and Grantee have entered into a Transition and Early Retirement
Agreement dated [                    ] (the “Retirement Agreement”) whereby Grantee agrees, among
other things, to remain a non-executive Grantee of the Corporation through June 28, 2010.



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in
the Retirement Agreement the Corporation and Grantee hereby agree as follows:



     1. The Terms and Conditions shall be amended by adding the following to the end of the
provision entitled “Effect of Termination of Employment:”




“Notwithstanding anything to the contrary contained herein, 12,637 shares
of the Stock Award that are unvested as of the date of Grantee’s
termination of employment shall remain outstanding and shall vest 100% on
January 17, 2011 (the “Vesting Date”), provided that Grantee
complies with the terms and conditions of the Retirement Agreement,
including but not limited to the non-competition and other restrictive
covenants set forth in Sections 12



 









 







through 16 of the Retirement Agreement through the Vesting Date. If the
shares do not vest on the Vesting Date due to a failure to comply with
such terms and conditions, the shares shall be automatically forfeited and
cancelled.



     2. All other terms and conditions of the Restricted Stock Award Agreement and Terms and
Conditions shall remain in full force and effect as therein contained.



[Signatures on Following Page]








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     IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by a duly
authorized officer of the Corporation and Grantee has executed this agreement as of the day and
year first written above.



	 	 	 	 	 

	SYSCO CORPORATION

	 	GRANTEE	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	Michael C. Nichols

	 	Kenneth F. Spitler	 	 
	Sr. Vice President, General Counsel
	 	 	 	 
	and Corporate Secretary
	 	 	 	 
	Date:         
                     
           

	 	Date:               
                          	 	 







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