exv10w3






Exhibit 10.3




TRANSITION AND RETIREMENT AGREEMENT




     THIS TRANSITION AND RETIREMENT AGREEMENT (the “Agreement”) is entered into by and
between Sysco Corporation, a Delaware corporation (the “Company”) and Stephen F. Smith, a
resident of the State of Texas (“Executive”), as of the Effective Date of the Agreement, as
defined below.



W I T N E S S E T H:




     WHEREAS, Executive has indicated his intention to retire from his employment with the Company
effective as of the close of business on July 3, 2010 (the “Retirement Date”); and



     WHEREAS, the parties hereby wish to memorialize their agreement with respect to Executive’s
retirement and to clarify his duties through the Retirement Date.



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and
for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Executive’s Duties; Compensation and Retirement from the Company.



          (a) During the period commencing on the Effective Date of this Agreement through the
Retirement Date (the “Transition Period”), Executive shall continue to serve in his current
position and shall continue to owe a duty of loyalty to the Company. In furtherance of these
duties, Executive will continue to have access to the Company’s Confidential Information and Trade
Secrets, as deemed appropriate by the Company, including, without limitation, access to email and
the financial reports prepared by the Company.




          (b) During the Transition Period, Executive shall receive a monthly base salary of
$41,166.67 and shall continue to be eligible for all other benefits as are in effect as
of the Effective Date of this Agreement, subject to the terms and conditions of each such benefit
plan or program as is then in effect.




          (c) Subject to Section 1(d), Executive shall be deemed to have resigned as an employee of
the Company as of the close of business on the Retirement Date without any further action required
by Executive or the Company and such resignation shall be deemed to be a retirement in good
standing for all purposes, including, without limitation, for the purpose of determining
Executive’s rights under the Company’s benefit plans.




          (d) Notwithstanding anything herein to the contrary, Executive may be terminated by the
Company for “Cause” at any time before the close of business on the Retirement Date. For the
purpose of this Agreement, “Cause” as determined by the Board in good faith, means: (1) a
material breach by Executive of the duties and responsibilities of Executive or any written
policies or directives of the Company (other than as a result of incapacity due to physical or
mental illness) which is (i) willful or involves gross negligence, and (ii) not remedied within
fifteen (15) days after receipt of written notice from the Company which






 









 







specifically identifies the manner in which such breach has occurred; (2) Executive commits any
felony or any misdemeanor involving willful misconduct (other than minor violations such as traffic
violations) that causes damage to the property, business or reputation of the Company, as
determined in good faith by the Board; (3) Executive engages in a fraudulent or dishonest act, as
determined in good faith by the Board; (4) Executive engages in habitual insobriety or the use of
illegal drugs or substances; or (5) Executive breaches his fiduciary duties to the Company, as
determined in good faith by the Board. The Company must notify Executive of any event constituting
Cause within ninety (90) days following the Company’s knowledge of its existence or such event
shall not constitute Cause under this Agreement. Any “cause” event shall be determined in the good
faith discretion of the Compensation Committee of the Board of Directors of the Company and shall
be described in writing to Executive in reasonable detail. In the event that Executive is
terminated for Cause prior to the Retirement Date (or if it is determined by the Compensation
Committee of the Board of Directors of the Company after the Retirement Date that Executive engaged
in behavior that constitutes Cause on or prior to the Retirement Date), Executive shall not be
entitled to receive the enhanced consideration provided in Section 1 of Exhibit A to this
Agreement and notwithstanding anything to the contrary contained herein, shall be treated as
terminated for “cause” under the terms of the Company’s benefit plans.




          (e) Executive will have a continuing duty of loyalty to Company throughout the Transition
Period. It is agreed that the foregoing obligation includes, without limitation, an obligation for
Executive to avoid interference with existing business relationships between Company and its
customers and/or employees and to avoid conflicts of interest that would be created by assisting
any person or entity with competition against the Company during the Transition Period. It is
further agreed that as part of Executive’s duties to Company during the Transition Period and his
duty of loyalty, Executive will: (i) confer with and notify Company of competitive opportunities
that would reasonably be excepted to be of interest to the Company; (ii) assist in the transition
of Executive’s responsibilities to a new employee or employees of the Company as designated by the
Company, and (iii) encourage existing customers, employees, and business associates that Executive
may have contact with to continue to do business with the Company. .




     2. Allocation of Specific Consideration.



     In express exchange for Executive’s continued receipt of Confidential Information and Trade
Secrets (as defined herein) in connection with the services Executive will be required to perform
hereunder and in exchange for the consideration provided in Section 1 of Exhibit A to this
Agreement, Executive is providing the specific covenants and agreements contained in Sections 10
through 14 of this Agreement. These covenants and agreements are in addition to, and are not in
lieu of, any similar covenants and agreements provided by Executive as a result of his
participation in any benefit plan or program maintained by the Company, including, without
limitation, the SERP, EDCP and any Stock Incentive Plan of the Company, under which executive has
outstanding stock options or other equity awards (each a, “Stock Incentive Plan”).



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     3. Acknowledgment of OWBPA Rights.



     Executive hereby acknowledges that he knowingly and voluntarily enters into this Agreement
with the purpose of waiving and releasing any claims he may have under the Age Discrimination in
Employment Act of 1967 (“ADEA”) and any and all state age discrimination laws (“SADL”). Executive
further acknowledges and agrees that:




	 	a.	 	this Agreement is written in a manner in which he fully understands;
	 
	 	b.	 	he specifically waives any rights or claims arising under the ADEA and SADL;
	 
	 	c.	 	this Agreement does not waive rights or claims under the ADEA and/or SADL that may arise
after the date this Agreement is executed;
	 
	 	d.	 	the rights and claims waived in this Agreement are in exchange for consideration over and
above anything to which Executive is already entitled;
	 
	 	e.	 	Executive has been advised in writing to consult with an attorney prior to executing this
Agreement;
	 
	 	f.	 	EXECUTIVE has been given twenty-one (21) days in which to consider this
Agreement.
	 
	 	g.	 	EXECUTIVE has been given seven (7 )days after her execution of this Agreement
to revoke this Agreement by providing written notice to Company within seven (7) days
following its execution. Any notice of revocation of this Agreement shall not be
effective unless given in writing and received by Company within the seven (7) day
revocation period via personal delivery, overnight courier, or certified U.S. mail,
return receipt requested, to Sysco Corporation, 1390 Enclave Parkway, Houston, TX
77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND
ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES THIS
AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE
ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN.





     4. Release of Claims by Executive.



          In exchange for the good and valuable consideration provided herein, the receipt and
sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs,
devisees, legatees, executors, administrators, personal and legal representatives, assigns and
successors in interest (collectively, the “Derivative Claimants” and each a “Derivative
Claimant”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER
DISCHARGES, to the fullest extent permitted by law, the Company and each of the Company’s
directors, officers, employees, representatives, stockholders, predecessors, successors, assigns,
agents, attorneys, divisions, subsidiaries and






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affiliates (and any and all agents, directors, officers, employees, members, stockholders,
representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions,
subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of
them (collectively, the “Releasees” and each a “Releasee”), or any of them, from
any and all charges, complaints, claims, damages, actions, causes of action, suits, rights,
demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees and costs
incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or
claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or
claimed to have, owned, or held from the beginning of time to the date that Executive signs this
Agreement, including, but not limited to, those claims arising out of or relating to (i) any
agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note,
franchise, certificate, option, warrant, right or other instrument, document, obligation or
arrangement, whether written or oral, or any other relationship, involving Executive and/or any
Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith
and fair dealing, misrepresentation, interference with contractual or business relations, personal
injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of
emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful
demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination
(including disparate treatment and disparate impact), hostile work environment, sexual harassment,
retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said
claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits
Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the
Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or
under the common law or in equity, and (iii) any other matter (each of which is referred to herein
as a “Claim”); provided, however, that nothing in this Agreement shall operate to release
any claims that cannot be released under applicable law. Notwithstanding the foregoing, nothing
contained herein shall operate to release any obligations of Company, its successors or assigns:
(i) that relates to amounts or benefits set forth on Exhibit A, (ii) any amounts or
benefits payable under any benefit plan that are otherwise payable without regard to this Agreement
(subject to the terms and conditions of such plans), or (iii) to defend and indemnify Executive to
the maximum extent that directors and officers of corporations are required to be indemnified under
Delaware law and the Company’s Certificate of Incorporation and Bylaws for all costs of litigation
and any judgment or settlement amount paid for acts, errors or omissions for periods of time
during which Executive served as an officer or director of the Company.




     5. Release of Unknown Claims by Executive.



     Executive recognizes that he may have some claim, demand, or cause of action against the
Releasees relating to any Claim of which he is totally unaware and unsuspecting and which is given
up by the execution of this Agreement. It is Executive’s intention in executing this Agreement,
having received the advice of legal counsel, that this Agreement will deprive him of any such Claim
and prevent Executive or any Derivative Claimant from asserting the same. The provisions of any
local, state, federal, or foreign law, statute, or judicial decision providing in substance that
this Agreement shall not extend to such unknown or unsuspecting claims, demands, or damages, are
hereby expressly waived.



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     6. No Assignment.



     Executive represents and warrants that he has not assigned or transferred, or purported to
assign or transfer, to any person, entity, or individual whatsoever, any of the Claims released
herein. Executive agrees to indemnify and hold harmless the Releasees against any losses,
settlements, judgments, defense costs or other amounts incurred in response to any Claim, based on,
arising out of, or due to any such assignment or transfer. With respect to any Claim that is
subject to indemnification, the Releasees retain the right to control the defense of any Claim and
to resolve any such Claim upon securing Executive’s written consent to the proposed resolution,
which consent shall not unreasonably be withheld.



     7. Covenant Not to Sue.



     A “covenant not to sue” is a legal term which means Executive promises not to file a lawsuit
in court. It is different from the release of claims contained above. Besides waiving and
releasing the claims covered by Section 4, Executive further agrees never to sue any of the
Releasees in any forum for any reason covered by Section 4. Notwithstanding this Covenant Not To
Sue, Employee may bring a claim against the Company to enforce this Agreement or to challenge its
validity under the ADEA and/or SADL. If Executive sues a Releasee in violation of this Agreement,
he shall be liable to that Releasee for its reasonable attorneys’ fees and other litigation costs
incurred in defending against that suit. In furtherance of the foregoing, Executive further agrees
on behalf of himself and the Derivative Claimants to hold each Releasee harmless with respect to
any such suit or prosecution in contravention of this Section 7.



     8. No Assistance.



     Executive understands that if this Agreement were not signed, he would have the right
voluntarily to assist other individuals or entities in bringing Claims against the Releasees.
Executive hereby waives that right and hereby agrees that he will not voluntarily provide any such
assistance absent compulsion of law. Notwithstanding the foregoing, Executive understands that
nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the
waiver of an ADEA claim or SADL claim; however, such a challenge will not affect the validity of
the release of any other claims covered by this agreement. Executive understands that nothing in
this Agreement is intended to interfere with or deter Executive’s right to file a charge, complaint
or charge with the Equal Employment Opportunity Commission or any state agency or commission or to
participate in any investigation or proceeding conducted by those agencies. This Agreement does,
however, waive and release any right of Executive to recover damages with respect to any claim
released herein under the civil rights statutes. Executive understands that nothing in this
Agreement would require Executive to tender back the money received under this Agreement if
Executive seeks to challenge the validity of the ADEA or SADL waiver; nor does Executive agree to
ratify any ADEA or SADL waiver that fails to comply with the Older Workers’ Benefit Protection Act
by retaining the money received under the Agreement. Further, nothing in this Agreement is
intended to require the payment of damages, attorneys’ fees or costs to Company should Executive
challenge the waiver of an ADEA or SADL claim or file an ADEA or SADL suit except as authorized by
federal or state law.



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     9. Restrictive Covenants.



     In express exchange for Executive’s continued receipt of Confidential Information and Trade
Secrets in connection with the services that Executive will be required to perform hereunder, as
generally described in Section 1(a) above, and in exchange for the consideration provided in
Section 1 of Exhibit A to this Agreement, and following the negotiation of parties with
equal bargaining power, Executive is providing each of the covenants and agreements contained in
Sections 10 through 14 of this Agreement. Executive represents and warrants that the limited
covenants contained in Sections 10 through 14 below: (i) are fair and reasonable in that they are
required for the protection of the legitimate business interests of the Company, including, without
limitation, its customer relationships, supplier relationships, Trade Secrets and Confidential
Information, all of which Executive has had particular access to in his positions with the Company
(including, e.g., all of the Company’s pricing strategies, marketing strategies, growth and other
developmental strategies), and will continue to have access to, and particular knowledge of, in
connection with his duties contemplated in Section 1(a) above; (ii) are not greater than are
necessary for the protection of the Company in light of the substantial harm that the Company will
suffer should Executive breach any of the provisions of said covenants or agreements; (iii) form
material consideration for this Agreement; and (iv) notwithstanding that Executive is retiring as
of the Retirement Date, do not prohibit Executive from engaging in his business, trade or
profession, or from becoming gainfully employed in such a way as to provide a standard of living
for himself, the members of his family, and those dependent upon him, to which he and they have
become accustomed and may expect. With respect to these covenants and agreements, the following
definitions shall apply:



          (a) “Trade Secrets” shall mean information not generally known about the Company Business
which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy
or confidentiality and from which the Company derives economic value from the fact that the
information is not generally known to other persons who can obtain economic value from its
disclosure or use. Trade Secrets include, but are not limited to, technical or non-technical data,
compilations, programs and methods, techniques, processes, financial data, lists of actual
customers and potential customers, customer route books or lists containing the names, addresses,
buying habits and business locations of past, present and prospective customers, sales reports,
price lists, product formulae, methods and procedures relating to services.




          (b) “Confidential Information” means, to the extent not a “Trade Secret,” other business
information of the Company not generally known to the public and which the Company desires and
makes reasonable efforts to keep confidential, including, without limitation, information regarding
the following: the Company’s ERP Transformation Project, customers, suppliers, employees,
contractors, and the industry not generally known to the public; strategies, methods, books,
records, and documents; technical information concerning products, equipment, services, and
processes; procurement procedures and pricing techniques; the names of and other information
concerning customers, and business affiliates (such as contact name, service provided, pricing for
that customer, amount of services used, credit and financial data, and/or other information
relating to the Company’s relationship with that customer); pricing strategies and price curves;
positions; plans and strategies for expansion or acquisitions; budgets; customer,






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supplier and broker lists; research; financial and sales data; trading methodologies and terms;
evaluations, opinions, and interpretations of information and data; marketing and merchandising
techniques and strategies; prospective customers’ and suppliers’ names and marks; grids and maps;
electronic databases; models; specifications; computer programs; internal business records;
contracts benefiting or obligating the Company; bids or proposals submitted to any third party;
technologies and methods; training methods and training processes; organizational structure;
salaries of personnel; payment amounts or rates paid to consultants or other service providers; and
other such confidential or proprietary information.




          (c) “Company”, for the purpose of Sections 10 through 15 of this Agreement, shall mean Sysco
and all of its current operating company subsidiaries and divisions.




          (d) “Company Business” shall mean (i) the manufacturing, distribution and/or sale of the food
or related nonfood products (including, without limitation, paper products, such as disposable
napkins, plates and cups, tableware, such as china and silverware, restaurant and kitchen equipment
and supplies, medical and surgical supplies, cleaning supplies, and personal care guest amenities,
housekeeping supplies, room accessories and hotel and motel textiles) distributed by the Company
and/or its operating companies as of Executive’s execution of this Agreement to restaurants,
healthcare and educational facilities, lodging establishments or other similar customers or (ii)
any business to which the Company has committed substantial resources, in terms of research, time,
or financing, for the three years prior to the conclusion of the Transition Period. The parties
hereto agree that, by virtue of his position with the Company, Executive is fully familiar with the
full range of products that are manufactured, distributed and/or sold as part of, and the new
business ventures contemplated as part of, the Company Business.




          (e) “Competing Business” shall mean any person, concern or entity which is engaged in or
conducts a business that is substantially the same as the Company Business or any segment thereof
and that is in competition with the Company Business.




          (f) “Territory” shall mean any location wherein the Company either services or has serviced
customers or otherwise has engaged in efforts to market any aspect of the Company Business at any
time during the twenty-four (24) months preceding the Effective Date of this Agreement.





	10.	 	Agreement to Protect Confidential Information and Trade Secrets.





          (a) Executive covenants and agrees that he will not at any time, other than in the performance
of his duties for the Company, both during and after his employment by the Company, communicate or
disclose to any person or entity, or use for his benefit or for the benefit of any other person or
entity, directly or indirectly, any of the Company’s Trade Secrets and/or Confidential Information.
For the purposes of this Agreement, the prohibition against the disclosure of Confidential
Information only shall end five (5) years after the earlier of the Retirement Date or the
separation, for any reason, of Executive’s employment hereunder with the Company. The disclosure
of Trade Secrets by the Executive is prohibited for the life of the Executive, or until the Trade
Secret information becomes publicly available through no fault of the Executive.







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          (b) Executive moreover acknowledges and confirms that he has no right, claim or interest to
any property, invention, trade secret, information or other asset used in the business of the
Company and that all such property, inventions, trade secrets, information and other assets used in
the business of the Company are owned by the Company or its affiliates or licensed to the Company
or its affiliates by third parties not affiliated with Executive.




     11. Agreement to Protect Suppliers.



     Executive recognizes that developing suppliers on behalf of the Company takes substantial
time, money and personal contact. Executive further acknowledges that Trade Secrets, Confidential
Information and the Company’s relationships with its suppliers are foundations of the Company’s
business. Executive accordingly covenants and agrees that during his employment by the Company
hereunder and for a period of three (3) years after the earlier of the Retirement Date or the
separation, for any reason, of Executive’s employment hereunder with the Company, he will not,
without the prior written consent of the Company, either directly or indirectly, on his own behalf
or in the service of or on behalf of others, solicit, or attempt to divert or appropriate to a
Competing Business any supplier with whom Executive dealt on behalf of the Company, either directly
or indirectly through the supervision of others, at any time during the last twenty-four (24)
months of Executive’s employment with the Company.



     12. Agreement Not to Compete.



          (a) In Connection with Company Customers. Executive recognizes that developing
customers on behalf of the Company takes substantial time, money and personal contact. Executive
further acknowledges that Trade Secrets, Confidential Information and the Company’s relationships
with its customers are foundations of the Company’s business. Executive accordingly covenants and
agrees that, during the term of Executive’s employment with the Company and for a period of three
(3) years after the earlier of the Retirement Date or the separation, for any reason, of
Executive’s employment hereunder with the Company, Executive shall not, on behalf of a Competing
Business (including, without limitation, the entities listed on Exhibit C hereto other than the
Company), either directly or indirectly (whether through affiliates, subsidiaries or otherwise),
market, solicit or sell, or attempt to market, solicit or sell, any product or service within the
scope of the Company Business to any actual or potential customer of the Company with whom the
Company has either sold product to, marketed product to (other than in connection with a mass
advertisement of product), or otherwise had a relationship with at any time during the twenty-four
(24) months preceding the Effective Date of this Agreement.




          (b) On Behalf of any Competing Business. Executive furthermore covenants and agrees
that, during the term of Executive’s employment with the Company and for a period of three (3)
years after the earlier of the Retirement Date or the separation, for any reason, of Executive’s
employment hereunder with the Company, Executive shall not, within the Territory and on behalf of a
Competing Business either directly or indirectly (whether through affiliates, subsidiaries or
otherwise), perform any duties that are the same or substantially similar to those that he
performed at any time during the last twenty-four (24) months of Executive’s employment with the
Company.






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     13. Agreement to Protect Employees.



     Executive covenants and agrees that during the term of his employment with the Company and for
a period of three (3) years after the earlier of the Retirement Date or the separation, for any
reason, of Executive’s employment with the Company, Executive shall not, without the prior written
consent of the Company, either directly or indirectly, solicit, divert, or recruit any employee of
the Company to leave such employment to work for a Competing Business, or hire any employee of the
Company or any former employee of the Company with less than a one year break in his or her
separation of service from the Company to work for a Competing Business (whether as an employee,
independent contractor or otherwise).



     14. Agreement Not to Disparage.



     Executive and the Company agree that neither shall make any disparaging comments or
accusations detrimental to the reputation, business, or business relationships of the other except
as compelled by law. In the event that Executive becomes legally compelled to disclose information
that may be disparaging to the Company, or detrimental to the business or business relationships of
the Company, he shall provide the Company with prompt notice so that the Company may seek a
protective order or other appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that Company becomes legally compelled to disclose information that may be
disparaging to Executive, or detrimental to the business or business relationships of the
Executive, Company shall provide Executive with prompt notice so that the Executive may seek a
protective order or other appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order remedy is not obtained, or that the party about
whom the disclosure is to be made waives compliance with the provisions of this Agreement, such
party will furnish only such information that such party is advised by written opinion of counsel
of the party’s selection (with reasonable fees and expenses of such counsel’s opinion to be paid by
the Company) is legally required and will exercise his best efforts to obtain a protective order or
other reliable assurance that confidential treatment will be accorded to any Trade Secret or item
of Confidential Information. This Section shall not apply to disparaging comments or accusations
made in testimony or pleadings in connection with any claims asserted by Executive or by the
Company in a court of law. Notwithstanding the foregoing, the parties agree that nothing in
this Agreement shall apply to or restrict in any way the communication of information by the
Company or the Executive to the extent required by any state or federal law enforcement agency.
For purposes of this Section 14 only, “Company” be limited to officers and directors of the
Company.



     15. Remedies.



     Executive acknowledges and agrees that by virtue of the duties and responsibilities attendant
to his employment by the Company and the special knowledge of the Company’s affairs, business,
clients and operations that he has been and will be provided as a consequence of such employment,
irreparable loss and damage will be suffered by the Company if Executive should breach or violate
any of the covenants and agreements contained in Sections 10-14 hereof. Executive further
acknowledges and agrees that each of such covenants is reasonably necessary to protect and



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preserve the Company Business and the assets of the Company. In the event of breach or threatened
breach by Executive of any provision of Sections 10-14 (including it subparts) hereof, Company
shall be entitled to (i) injunctive relief by temporary restraining order, temporary injunction,
and/or permanent injunction, (ii) recovery of all attorney’s fees and costs incurred by Company in
obtaining such relief, and (iii) any other legal and equitable relief to which it may be entitled,
including any and all monetary damages which Company may incur as a result of said breach or
threatened breach. Executive moreover agrees that he shall not be entitled to receive any
payments payable hereunder after the date of such breach in accordance with Section 1 of
Exhibit A to this Agreement and shall be obligated to repay all such payments previously
made in accordance with Section 1 of Exhibit A to this Agreement, in the event that he
breaches any of the covenants set forth in Sections 10-14 hereof.




     16. Severability.



     If any provision contained in this Agreement is determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein shall remain in full
force and effect as if the provision that was determined to be void, illegal, or unenforceable had
not been contained herein. If the restrictions provided for in this Agreement are deemed
unenforceable as written, the parties expressly authorize the court to revise, delete, or add to
the restrictions contained in this Agreement to the extent necessary to enforce the intent of the
parties and to provide Company’s goodwill, Confidential Information, and other business interests
with effective protection.



     17. Resolution of Disputes.



          (a) With the sole exception of a claim brought by the Company seeking temporary, preliminary
or permanent injunctive relief against Executive for any breach or threatened breach of any of the
covenants set forth in Sections 10-14 of this Agreement as outlined in Section 15, if any form of
legally cognizable dispute arises out of or relates to any aspect of this Agreement or the breach,
termination, or validity thereof, the parties agree to resolve the dispute by binding arbitration
before the American Arbitration Association (“AAA”). Disputes subject to binding
arbitration include, without limitation, (1) all tort and contract claims; (2) claims brought under
all applicable federal, state or local statutes, laws, regulations or ordinances, including but not
limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave
Act, as amended; the Americans with Disabilities Act, as amended; the Rehabilitation Act of 1973,
as amended; and the Age Discrimination in Employment Act, as amended; (3) claims against the
Company’s subsidiaries, affiliated and successor companies, and claims against the Company that
include claims against the Company’s agents and employees, whether in their capacity as such or
otherwise.




          (b) Arbitration proceedings shall be held in the State of Delaware, or at such other place as
may be selected by the mutual agreement of the parties. The arbitration shall proceed in
accordance with the Employment Dispute Resolution Rules of the AAA in effect on the date of this
Agreement, and judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.







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          (c) The arbitration award shall be reasoned, in writing, and shall specify the factual and
legal bases for the award. In rendering the award, the arbitrator shall determine the respective
rights and obligations of the parties according to the laws of the State of Delaware or, if
applicable, federal law, and without regard to conflict or choice of law principles. The
arbitrator shall have the authority to award any remedy or relief that a federal or state court
within the State of Delaware could order or grant, including without limitation, specific
performance of any obligation created under this Agreement; an award of punitive, exemplary,
statutory, or compensatory damages; a declaration of the forfeiture of amounts due or claimed to be
due; or the imposition of sanctions for abuse or frustration of the arbitration process.




          (d) Each party shall pay for its own fees and expenses of arbitration including the expense of
its own counsel, experts, witnesses and preparation and presentation of evidence, except that the
cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court
shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily
incurred by any prevailing party shall be subject to reimbursement from the other party as part of
any award of the arbitrator. The arbitration tribunal also shall have the ability to apportion
reasonable costs and fees in the event that neither party prevails in full.




          (e) By initialing below, Executive and the Company acknowledge that each has read the
provisions of this Section 17 and agree to arbitration as provided herein. (A duly authorized
officer of the Company shall provide his or her initials on behalf of the Company.)




	 	 	 	 	 

	 

	 	 	 	Executive’s Initials
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Company Officer’s Initials
	 

	 	 	 	 





     18. General Provisions.



          (a) This Agreement and the covenants, representations, warranties and releases contained
herein shall inure to the benefit of and be binding upon Executive and the Company and each of
their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and
representatives.




          (b) Each party acknowledges that no one has made any representation whatsoever not contained
herein concerning the subject matter hereof in order to induce the execution of this Agreement.




          (c) Except in the event that the Company publicly files this Agreement or otherwise publicly
discloses its terms and conditions, Executive agrees that the terms and conditions of this
Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain
confidential and not be disseminated to any person or entity not a party to this Agreement except
to family members, legal counsel, an accountant for purposes of securing tax advice, the Internal
Revenue Service, or state taxing agencies.




          (d) The “Effective Date” of this Agreement shall be the eighth (8th) day after the
execution of the Agreement by Executive.







-11-









 








          (e) This Agreement does not constitute an admission of any liability.




          (f) Neither this Agreement nor any provision hereof may be modified or waived in any way
except by an agreement in writing signed by each of the parties hereto consenting to such
modification or waiver.




          (g) This Agreement shall in all respects be interpreted, enforced and governed under the
internal laws (and not the conflicts of laws and rules) of Delaware.




          (h) Each of the parties represents and warrants that he or it is legally viable and competent
to enter into this Agreement, is relying on independent judgment and the advice of legal counsel
and has not been influenced, pressured, or coerced to any extent whatsoever in making this
Agreement by any representations or statements made by any party, and/or any person or persons
representing any party, and that the individuals executing this Agreement on his or its behalf are
authorized to do so.




          (i) This Agreement, including all exhibits hereto, expressly supersedes all other prior
agreements or other arrangements by and between the Company and Executive with respect to the
compensation and benefits payable by the Company to Executive, including all of the Company’s
payment obligations for compensation set forth in any employment agreement between the parties,
whether or not in writing, and that such prior agreements or arrangements with respect to
compensation and benefits payable by the Company to Executive shall upon the Effective Date be null
and void and of no force and effect whatsoever. Notwithstanding the foregoing, the terms and
conditions of all benefit plans and programs maintained by the Company and any agreement providing
for post-employment obligations of Executive shall remain in full force and effect as to Executive
except as expressly modified by this Agreement.




[Signatures on Following Page]









-12-









 








     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth
below.


EXECUTIVE ATTESTS THAT HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.



NOTICE — THIS AGREEMENT CONTAINS A WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.
EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.



EXECUTED THIS ___DAY OF           
          , 2010.



EXECUTIVE:             
                                               



Print Name:             
                           



Sworn to and subscribed before me this ___day of      
               , 2010.




               
                          
                   

Notary Public



EXECUTED THIS ___DAY OF           
          , 2010.




	 	 	 	 
	Company: Sysco Corporation

 	 
	By:  	 	 
	Its: 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A

TO

TRANSITION AND RETIREMENT AGREEMENT





     Subject the specific terms and conditions of the Agreement, including, without limitation,
those contained in Sections 10-14 of the Agreement and provided that Executive’s employment is not
terminated for “Cause” prior to the Retirement Date (or if it is determined by Compensation
Committee (the “Compensation Committee”) of the Board of Directors after the Retirement
Date that Executive engaged in behavior that constituted “Cause” on or prior to the Retirement
Date), Executive shall be entitled to the following:



     1. Post-Retirement Benefits. In express exchange for the restrictive covenants
provided in Sections 10 through 14 of the Agreement and provided Executive enters into, and does
not effectively rescind, the Separation Agreement and Release of All Claims attached hereto as
Exhibit B (or a substantially similar form thereto) and subject to Section 1(b) of this
Exhibit A, on the date that is sixty (60) days following the Retirement Date (the “Payment
Forfeiture Date”) the Company shall begin to provide to the Executive the payments and benefits
described in this Section 1. Notwithstanding any provision in this Agreement to the contrary,
however, none of the payments or benefits described in this Section 1 shall be made prior to the
Company’s receipt of such executed release and the lapse of any revocation period provided for in
such release, and if Executive does not provide to the Company such executed release on or before
the Payment Forfeiture Date, Executive shall forfeit any and all rights to the following payments.



          (a) The Company shall pay to Executive (or Executive’s beneficiary or estate), subject to
Sections 1(d) and 10-14 of the Agreement and 1(b) of this Exhibit A, commencing on the Payment
Forfeiture Date a lump sum payment in the amount of Two Hundred Fifty Thousand Dollars and 00/100
($250,000.00) less applicable state and federal withholding taxes.




          (b) Notwithstanding the foregoing, no installments payable to Executive pursuant to this
Section 1 shall be paid prior to the date that is six (6) months and one day following the date on
which Executive experiences a “separation from service” from the Company. Any installments delayed
by reason of the immediately preceding sentence, shall be accumulated and paid in a lump-sum on the
date that is six months and one day following Executive’s “separation from service” from the
Company and any subsequent installments being paid in accordance with the dates and terms set forth
in Section 1(a) of this Exhibit A. For purposes of this Agreement, Executive shall have
experienced a “separation from service” as a result of a termination of employment if the level of
bona fide services performed by Executive decreases to a level equal to twenty-five percent (25%)
or less of the average level of services performed by Executive during the immediately preceding
thirty-six (36) month period, taking into account any periods of performance excluded by Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”).




     (c) Amounts payable to Executive pursuant to this Section 1 shall not be eligible for use in
determining Executive’s accrued benefit under the SERP.



 









 





     2. SERP Retirement Benefit.



     Executive’s active participation in the Sysco Corporation Supplemental Executive Retirement
Plan (the “SERP”) will terminate on the Retirement Date. Because Executive is a Specified
Employee (as that term is defined in the SERP) distributions to Executive under the SERP cannot
commence earlier than the date that is six months and one day following Executive’s Separation from
Service (as that term is defined in the SERP). As a result, pursuant to the terms of the SERP,
Executive’s SERP retirement benefit will commence as soon as administratively practicable following
the date that is six (6) months and one day following Executive’s Separation from Service (as that
term is defined in the SERP) from the Company.



     3. EDCP.



     Executive’s active participation in the Sysco Corporation Executive Deferred Compensation Plan
(the “EDCP”) will terminate on the Retirement Date. Because Executive is a Specified
Employee (as that term is defined in the EDCP) distributions to Executive under the EDCP cannot
commence earlier than the date that is six months and one day following Executive’s Separation from
Service (as that term is defined in the SERP). As a result, pursuant to the terms of the EDCP,
Executive’s account in the EDCP will be distributed in accordance with Executive’s retirement
distribution election commencing as soon as administratively practicable following the date that is
six (6) months and one day following Executive’s Separation from Service (as that term is defined
in the EDCP) from the Company.



     4. 401(k) and Pension Plans.



     Executive’s active participation in the Sysco Corporation Employees’ 401(k) Plan (the
“401(k)”) and Sysco Corporation Retirement Plan (the “Pension Plan”) will cease as
of the Retirement Date. Executive will be entitled to his vested 401(k) and Pension Plan benefits
in accordance with the terms of such plans.



     5. Stock Options.



     Each stock option previously granted to Executive and outstanding as of the Retirement Date
will continue to vest and may be exercised only in accordance with the terms of the applicable
Stock Incentive Plan and Executive’s option grants. For purposes of determining Executive’s
eligibility for continued vesting and exercise following Executive’s termination of employment from
the Company under the terms of the Stock Incentive Plans and Executive’s option grants, Executive
will be treated as retiring in good standing under Company policy.



     6. Restricted Stock.



	 	 

	 	(a) MIP Shares. Because Executive is retiring under Company policy, all contractual
restrictions on Executive’s shares of restricted stock issued Executive under the MIP and held by
Executive through his Retirement Date shall lapse as of the Retirement Date.







-15-









 





Accordingly, all contractual restrictions on any shares granted to Executive under the MIP for
fiscal year 2008 shall lapse upon the Retirement Date.




     7. Restricted Stock Units.



     Each Restricted Stock Unit previously granted to Executive and outstanding as of the
Retirement Date will continue to vest and will be payable only in accordance with the terms of the
applicable Stock Incentive Plan and Executive’s Restricted Stock Unit Grant Agreement. For
purposes of determining Executive’s eligibility for continued vesting following Executive’s
termination of employment from the Company under the terms of the Stock Incentive Plans and
Executive’s Restricted Stock Unit Grant Agreement, Executive will be treated as retiring in good
standing under Company policy.



     8. 2004 Cash Performance Unit Plan (the “2004 CPU Plan”) & 2008 Cash Performance Unit
Plan (the “2008 CPU Plan” and together with the 2004 CPU Plan, the “CPU Plan”).



     Executive’s termination shall be treated as a Retirement (as defined in the CPU Plan) for
purposes of the CPU Plan. Subject to the terms and conditions of the 2004 CPU Plan, Executive
shall be entitled to payment for all Performance Units (as defined in the 2004 CPU Plan) granted to
Executive pursuant to the 2004 CPU Plan (grants for fiscal years prior to 2010) after the end of
the relevant performance period based on actual Company performance. Subject to the terms and
conditions of the 2008 CPU Plan, Executive shall be entitled to payment for one-third
(1/3rd) of the Performance Units (as defined in the 2008 CPU Plan) granted to Executive
in November 2009 under the Fiscal Year 2010 Cash Performance Unit Program after the end of the
relevant performance period based on actual Company performance.



     9. Medical, Dental and Vision Coverage.



     As set forth in the Company’s Early Retiree Healthcare Plan, Executive shall be eligible to
elect continued coverage for himself, his spouse and eligible dependents under Federal COBRA and/or
the Early Retiree Healthcare Plan. Subject to the terms of the Company’s Healthcare Plan, as in
effect from time to time, Executive’s disabled dependent shall be eligible for continued coverage
under the Healthcare Plan.



     10. Life Insurance and Disability Coverage.



     Coverage under the Company’s group life plan will continue through the Retirement Date.
Executive may purchase conversion coverage at his election. Coverage under the Company’s
disability plan will cease as of the Retirement Date.



     11. Vacation.



     Any remaining accrued, but unused vacation time available to Executive as of the Retirement
Date shall be paid to Executive.



-16-









 





     12. Miscellaneous Benefits.



     Following his Retirement Date, Executive will be entitled to retain the following
Company-issued property: iphone, IBM laptop, HP printer, docking station, and Amazon Kindle.



     13. Tax and Other Matters.





     The Company shall withhold all applicable taxes from amounts paid to Executive hereunder and
shall pay such withheld taxes over to the proper taxing authorities. If any compensation or
benefits provided for by this Agreement may result in the application of Section 409A of the Code,
the Company will modify this Agreement in the least restrictive manner necessary in order, where
applicable, (i) to exclude such compensation or benefits from the definition of “deferred
compensation” within the meaning of said Section 409A, or (ii) to comply with the provisions of
said Section 409A, other applicable provisions of the Code and/or any rules, regulations or other
regulatory guidance issued under such statutory provisions and to make such modifications, in each
case, without diminution in the economic value of the payments and benefits to be paid or provided
to Executive pursuant to this Agreement. To the extent required in order to comply with Section
409A of the Code, amounts or benefits to be paid or provided to Executive pursuant to this
Agreement will be delayed to the first business day on which such amounts and benefits may be paid
to Executive without resulting in liability for the excise tax, penalties and interest under
Section 409A of the Code.



     14. No Effect on Benefit Plans. Nothing contained in this Agreement or this Exhibit A
shall be construed or interpreted in a manner as to limit the Company’s ability to amend or
terminate its benefit plans in accordance with the terms of such plans.








-17-









 








EXHIBIT B

TO

TRANSITION AND RETIREMENT AGREEMENT




SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS



[ATTACHED]



 









 





SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS




     THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (the “Agreement”) is entered into
by and between Sysco Corporation, a Delaware corporation (the “Company”) and Stephen F.
Smith, a resident of the state of Texas (“Executive’’), as of the Effective Date of the
Agreement, as defined below.



W I T N E S S E T H:




     WHEREAS, in accordance with the Transition and Retirement Agreement (“Transition
Agreement”) executed by the parties, they are entering into this Agreement upon Executive’s
retirement from the Company as of July 3, 2010 (the “Retirement Date”);



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Executive’s Retirement.



     As of the close of business on the Retirement Date, Executive shall be deemed to retire from
the Company, including all positions that he formerly held with the Company.



     2. Acknowledgment of OWBPA Rights.



     Executive hereby acknowledges that he knowingly and voluntarily enters into this Agreement
with the purpose of waiving and releasing any claims he may have under the Age Discrimination in
Employment Act of 1967 (“ADEA”) and any and all state age discrimination laws (“SADL”). Executive
further acknowledges and agrees that:




	 	a.	 	this Agreement is written in a manner in which he fully understands;
	 
	 	b.	 	he specifically waives any rights or claims arising under the ADEA and SADL;
	 
	 	c.	 	this Agreement does not waive rights or claims under the ADEA and/or SADL that may arise
after the date this Agreement is executed;
	 
	 	d.	 	the rights and claims waived in this Agreement are in exchange for consideration over and
above anything to which Executive is already entitled;
	 
	 	e.	 	Executive has been advised in writing to consult with an attorney prior to executing this
Agreement;
	 
	 	f.	 	EXECUTIVE has been given 21 days in which to consider this Agreement.




g. EXECUTIVE has been given 7 days after his execution of this Agreement to revoke this Agreement
by providing written notice to Company within seven (7) days following its






19









 







execution. Any notice of revocation of this Agreement shall not be effective unless given in
writing and received by Company within the seven (7) day revocation period via personal delivery,
overnight courier, or certified U.S. mail, return receipt requested, to Sysco Corporation, 1390
Enclave Parkway, Houston, TX 77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT
BECOME EFFECTIVE AND ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES
THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE ANY OF
THE RIGHTS AND BENEFITS DESCRIBED HEREIN.




     3. Release of Claims by Executive.



     Pursuant to the consideration provided in Exhibit A of the Transition Agreement and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators,
personal and legal representatives, assigns and successors in interest (collectively, the
“Derivative Claimants” and each a “Derivative Claimant”), hereby IRREVOCABLY,
UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent
permitted by law, the Company and each of the Company’s directors, officers, employees,
representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions,
subsidiaries and affiliates (and any and all agents, directors, officers, employees, members,
stockholders, representatives and attorneys of such stockholders, predecessors, successors,
assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in
concert with any of them (collectively, the “Releasees” and each a “Releasee”), or
any of them, from any and all charges, complaints, claims, damages, actions, causes of action,
suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees
and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or
holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or
held, or claimed to have, own, or held from the beginning of time to the date that Executive signs
this Agreement, including, but not limited to, those claims arising out of or relating to (i) any
agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note,
franchise, certificate, option, warrant, right or other instrument, document, obligation or
arrangement, whether written or oral, or any other relationship, involving Executive and/or any
Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith
and fair dealing, misrepresentation, interference with contractual or business relations, personal
injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of
emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful
demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination
(including disparate treatment and disparate impact), hostile work environment, sexual harassment,
retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said
claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, 42 U.S.C. § 1981, the Age Discrimination in Employment Act, the Older Workers’ Benefits
Protection Act, the Vocational Rehabilitation Act, the Americans with Disabilities Act, and/or the
Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or
under the common law or in equity, and (iii) any other matter (each of which is referred to herein
as a “Claim”); provided, however, that nothing in this Agreement shall operate to release
any claims



20









 




that cannot be released under applicable law. Notwithstanding the foregoing, nothing contained
herein shall operate to release any obligations of Company, its successors or assigns: (i) that
relates to amounts or benefits set forth on Exhibit A of the Transition Agreement, or (ii)
to defend and indemnify Executive to the maximum extent that directors and officers of corporations
are required to be indemnified under Delaware law or the Company’s Certificate of Incorporation and
Bylaws for all costs of litigation and any judgment or settlement amount paid for acts, errors or
omissions for periods of time during which Executive served as an officer or director of the
Company.




     4. Release of Unknown Claims by Executive.



     Executive recognizes that he may have some claim, demand, or cause of action against the
Releasees relating to any Claim of which he is totally unaware and unsuspecting and which is given
up by the execution of this Agreement. It is Executive’s intention in executing this Agreement,
having received the advice of legal counsel, that this Agreement will deprive him of any such Claim
and prevent Executive or any Derivative Claimant from asserting the same. The provisions of any
local, state, federal, or foreign law, statute, or judicial decision providing in substance that
this Agreement shall not extend to such unknown or unsuspecting claims, demands, or damages, are
hereby expressly waived.



     5. Cooperation in Litigation



     Executive agrees to cooperate with the Company in the handling or defense of any legal claims
or disputes related to his past association with the Company. Executive will make himself
reasonably available to Company in connection with any pending or threatened claims or charges
against Company, will provide information requested by Company in a truthful and complete manner
without the need for subpoena, and will, upon reasonable notice, attend any legal proceeding at
which his presence is needed by Company without the need for subpoena; provided, however, that both
parties will cooperate in an effort to avoid schedule conflicts and Company will assist Executive
in bringing any conflicting obligations to the attention of the applicable court in an effort to
accommodate same.



     6. No Assignment.



     Executive represents and warrants that he has not assigned or transferred, or purported to
assign or transfer, to any person, entity, or individual whatsoever, any of the Claims released
herein. Executive agrees to indemnify and hold harmless the Releasees against any losses,
settlements, judgments, defense costs or other amounts incurred in response to any Claim, based on,
arising out of, or due to any such assignment or transfer. With respect to any Claim that is
subject to indemnification, the Releasees retain the right to control the defense of any Claim and
to resolve any such Claim upon securing Executive’s written consent to the proposed resolution,
which consent shall not unreasonably be withheld.



21









 





     7. Covenant Not to Sue.



     A “covenant not to sue” is a legal term which means Executive promises not to file a lawsuit
in court. It is different from the release of claims contained above. Besides waiving and
releasing the claims covered by Section 3, Executive further agrees never to sue any of the
Releasees in any forum for any reason covered by Section 3. Notwithstanding this Covenant Not To
Sue, Employee may bring a claim against the Company to enforce this Agreement or to challenge its
validity under the ADEA and/or SADL. If Executive sues a Releasee in violation of this Agreement,
he shall be liable to that Releasee for its reasonable attorneys’ fees and other litigation costs
incurred in defending against that suit except as outlined in Section 8. In furtherance of the
foregoing, Executive further agrees on behalf of himself and the Derivative Claimants to hold each
Releasee harmless with respect to any such suit or prosecution in contravention of this Section 7.
The Company agrees on behalf of itself and its successors and assigns not to sue or prosecute any
matter against Executive with respect to any Company Claim released in Section 3 above that arises
out of events, occurrences or omissions actually known to the Chief Executive Officer and/or the
General Counsel of the Company as of Employee’s execution of this Agreement and agrees to hold
Executive harmless with respect to any such suit or prosecution in contravention of this Section 7.



     8. No Assistance.



     Executive understands that if this Agreement were not signed, he would have the right
voluntarily to assist other individuals or entities in bringing Claims against the Releasees.
Executive hereby waives that right and hereby agrees that he will not voluntarily provide any such
assistance absent compulsion of law. Notwithstanding the foregoing, Executive understands that
nothing in this Agreement is intended to interfere with or deter Executive’s right to challenge the
waiver of an ADEA claim or SADL claim; however, such a challenge will not affect the validity of
the release of any other claims covered by this agreement. Executive understands that nothing in
this Agreement is intended to interfere with or deter Executive’s right to file a charge, complaint
or charge with the Equal Employment Opportunity Commission or any state agency or commission or to
participate in any investigation or proceeding conducted by those agencies. This Agreement does,
however, waive and release any right of Executive to recover damages with respect to any claim
released herein under the civil rights statutes. Executive understands that nothing in this
Agreement would require Executive to tender back the money received under this Agreement if
Executive seeks to challenge the validity of the ADEA or SADL waiver; nor does Executive agree to
ratify any ADEA or SADL waiver that fails to comply with the Older Workers’ Benefit Protection Act
by retaining the money received under the Agreement. Further, nothing in this Agreement is
intended to require the payment of damages, attorneys’ fees or costs to Company should Executive
challenge the waiver of an ADEA or SADL claim or file an ADEA or SADL suit except as authorized by
federal or state law.



     9. Return of Company Property and Proprietary Information.



          (a) Executive further promises, represents and warrants that Executive has returned or will
return to Michael C. Nichols by no later than the Retirement Date: (1) except as otherwise provided
on Exhibit A to the Transition Agreement all property of Company,






22









 







including, but not limited to, any and all files, records, credit cards, keys, identification
cards/badges, computer access codes, computer programs, instruction manuals, equipment (including
computers) and business plans; (2) any other property which Executive prepared or helped to prepare
in connection with Executive’s employment with Company; and (3) all documents, including logs or
diaries, all tangible materials, including audio and video tapes, all intangible materials
(including computer files), and any and all copies or duplicates of any such tangible or intangible
materials, including any duplicates, copies, or transcriptions made of audio or video tapes,
whether in handwriting or typewritten, that are in the possession, custody or control of Executive
or his attorneys, agents, family members, or other representatives, which are alleged to support in
any way any of the claims Executive has released under this Agreement.




          (b) The foregoing representation shall include all Confidential Information and Trade Secrets
of Company, as these terms are defined in the Transition Agreement. With respect to such
Confidential Information and Trade Secrets, Executive warrants and represents that he has returned
all such Proprietary Information to the Company on or before the close of business on the
Retirement Date.




          (c) In the alternative, Executive may certify to Michael C. Nichols by the Retirement Date
that all items subject to return under this Section 9 have been destroyed by Executive.




     10. COBRA. Company will provide Executive with a separate notification about his
rights under COBRA to elect to continue group health insurance benefits for a specified time as
provided under Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”), as
well as certain other rights to continued health plan coverage.



     11. Severability.



     If any provision contained in this Agreement is determined to be void, illegal or
unenforceable, in whole or in part, then the other provisions contained herein shall remain in full
force and effect as if the provision that was determined to be void, illegal, or unenforceable had
not been contained herein. If the restrictions provided for in this Agreement are deemed
unenforceable as written, the parties expressly authorize the court to revise, delete, or add to
the restrictions contained in this Agreement to the extent necessary to enforce the intent of the
parties and to provide Company’s goodwill, Confidential Information, and other business interests
with effective protection.



     12. Resolution of Disputes.



     The dispute resolution provisions of Sections 15 and 17 of the Transition Agreement, which are
incorporated by reference as if set forth fully herein, shall govern any disputes between the
parties hereto.



     13. General Provisions.



          (a) This Agreement and the covenants, representations, warranties and releases contained
herein shall inure to the benefit of and be binding upon Executive and the






23









 







Company and each of their respective successors, heirs, assigns, agents, affiliates, parents,
subsidiaries and representatives.




          (b) Each party acknowledges that no one has made any representation whatsoever not contained
herein concerning the subject matter hereof in order to induce the execution of this Agreement.




          (c) Except in the event that the Company publicly files this Agreement or otherwise publicly
discloses its terms and conditions, Executive agrees that the terms and conditions of this
Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain
confidential and not be disseminated to any person or entity not a party to this Agreement except
to family members, legal counsel, an accountant for purposes of securing tax advice, the Internal
Revenue Service, or state taxing agencies.




          (d) The “Effective Date” of this Agreement shall be the eighth (8th) day after the
execution of the Agreement by Executive.




          (e) This Agreement does not constitute an admission of any liability.




          (f) Neither this Agreement nor any provision hereof may be modified or waived in any way
except by an agreement in writing signed by each of the parties hereto consenting to such
modification or waiver.




          (g) This Agreement shall in all respects be interpreted, enforced and governed under the
internal laws (and not the conflicts of laws and rules) of Delaware.




          (h) Each of the parties represents and warrants that he or it is legally viable and competent
to enter into this Agreement, is relying on independent judgment and the advice of legal counsel
and has not been influenced, pressured, or coerced to any extent whatsoever in making this
Agreement by any representations or statements made by any party, and/or any person or persons
representing any party, and that the individuals executing this Agreement on his or its behalf are
authorized to do so.




          (i) This Agreement and the Transition Agreement expressly supersede the all other prior
agreements or other arrangements by and between the Company and Executive with respect to the
compensation and benefits payable by the Company to Executive, including all of the Company’s
payment obligations for compensation set forth in any employment agreement between the parties,
whether or not in writing, and that such prior agreements or arrangements with respect to
compensation and benefits payable by the Company to Executive shall upon the Effective Date be null
and void and of no force and effect whatsoever. Notwithstanding the foregoing, the terms and
conditions of all benefit plans and programs maintained by the Company shall remain in full force
and effect as to Executive except as expressly modified by this Agreement and/or the Transition
Agreement. For the avoidance of doubt, the covenants contained in any benefit plan or program
maintained by the Company, including, without limitation, the SERP, EDCP and any Stock Incentive
Plan of the Company, under which Executive has outstanding stock options or other equity awards
(each a, “Stock Incentive Plan”)






24









 







remain in full effect. In addition, Executive agrees and acknowledges that the covenants contained
in Sections 10-14 of the Transition Agreement remain in full effect following the execution of this
Agreement.




     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth
below.


EXECUTIVE ATTESTS THAT HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.



NOTICE — THIS AGREEMENT CONTAINS A WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT.
EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.



EXECUTED THIS ___DAY OF            
         , 2010.



EXECUTIVE:               
                          
                   



Print Name:               
                         



Sworn to and subscribed before me this ___day of        
             , 2010.




                 
                                           

Notary Public



EXECUTED THIS ___DAY OF            
         , 2010.




	 	 	 	 
	Company: Sysco Corporation

 	 
	By:  	 	 
	Its: 	 	 
	 	 	 
	 




25