exv10w2






Exhibit 10.2




Summary of Compensation Arrangements with Non-Employee Directors,

including the Non-Executive Chairman

(As of February 8, 2011)



The following summarizes, as of February 8, 2011, the current cash compensation and benefits
received by the Company’s non-employee directors, including Mr. Fernandez, the Company’s
Non-Executive Chairman of the Board of Directors (the “Chairman”). The following is a summary of
existing oral, at will, arrangements, and does not provide any additional rights.




Retainer Fees



The Company pays each non-employee director a base retainer of $100,000 per year (the “Base
Retainer”). Non-employee directors who serve as committee and Board Chairpersons receive annual
additional amounts as follows (the “Chairmen’s Retainers”):




	 	 	 	 	 	 	 	 	 

	 	•	 	 	Audit Committee Chair:
	 	$	25,000	 
	 	•	 	 	Compensation Committee Chair:
	 	$	20,000	 
	 	•	 	 	Corporate Governance and Nominating Committee Chair:
	 	$	20,000	 
	 	•	 	 	Finance Committee Chair:
	 	$	20,000	 
	 	•	 	 	Sustainability Committee Chair:
	 	$	15,000	 
	 	•	 	 	Independent Chairman of the Board:
	 	$	325,000	 





In exchange for the increased annual retainer amounts described above, payment of meeting fees has
been discontinued.




Directors Deferred Compensation Plan



Non-employee directors may defer all or a portion of their annual retainer, including the
Chairmen’s Retainers, under the Directors Deferred Compensation Plan. With respect to amounts
deferred, non-employee directors may choose from a variety of investment options, including Moody’s
Average Corporate Bond Yield plus 1% for amounts deferred or matched prior to July 2, 2008 and
Moody’s Average Corporate Bond Yield without the additional 1% for amounts deferred or matched on
or after July 2, 2008. Such deferred amounts will be credited with investment gains or losses until
the non-employee director’s retirement from the Board or until the occurrence of certain other
events.




Non-Employee Directors Stock Plan



The 2009 Non-Employee Directors Stock Plan authorizes grants of stock options, restricted stock,
restricted stock units and elected shares in lieu of all or a portion of the Base Retainer and the
Chairmen’s Retainers.



Restricted Stock. Under the Plan, the Board is authorized to issue restricted stock and
restricted stock units to non-employee directors on terms set forth in the Plan.



Elected Shares. The Plan permits each non-employee director to elect to receive all or a
portion of his or her annual retainer (including the Base Retainer and the Chairmen’s Retainers) in
Common Stock. The Company will provide a matching grant with respect to up to 50% of the Base
Retainer which a non-employee director elects to receive in Common Stock (the “Match Eligible
Shares”). The matching grant shall be equal to 50% of the Match Eligible Shares that a non-employee
director receives. With respect to the remaining portion of the Base Retainer and the Chairmen’s
Retainers, a non-employee director may elect to receive Common Stock, but it is not eligible for
the matching grant described in this paragraph.



The Board does not currently grant annual stock option or restricted stock unit awards under this
Plan.







 









 








Non-Employee Directors Deferred Stock Plan



A non-employee director may elect to defer receipt of all or any portion of any shares of common
stock issued under the Non-Employee Directors Stock Plan, whether such shares are to be issued as a
grant of restricted stock, elected shares or matching grants, or upon the vesting of a restricted
stock unit grant. Generally, the receipt of stock may be deferred until the earliest to occur of
the death of the non-employee director, the date on which the non-employee director ceases to be a
director of Sysco, or a change of control of Sysco.




Reimbursement for Expenses



All non-employee directors are entitled to receive reimbursements of expenses for all services as a
director, including committee participation or special assignments. This includes reimbursement for
non-commercial air travel in connection with Sysco business, subject to specified maximums,
provided that amounts related to the purchase price of an aircraft or fractional interest in an
aircraft are not reimbursable and any portion of the reimbursement that relates to insurance,
maintenance and other non-incremental costs is limited to a maximum annual amount.



The Directors Deferred Compensation Plan, the 2009 Non-Employee Directors Stock Plan and the
Non-Employee Directors Deferred Stock Plan, have been filed as exhibits to the Company’s Exchange
Act filings. Additional information regarding these plans is included in the Company’s 2009 Proxy
Statement.





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