exv10w2






Exhibit 10.2




[Form Agreement for EVPs]




FISCAL YEAR 2012

MANAGEMENT INCENTIVE PLAN

BONUS AGREEMENT




     This SYSCO CORPORATION FISCAL YEAR 2012 MANAGEMENT INCENTIVE PLAN BONUS AGREEMENT (this
“Agreement”) was adopted by the Committee pursuant to the Sysco Corporation 2009 Management
Incentive Plan (the “Plan”) (a copy of which is attached as Exhibit 1) and agreed
to by the Company and _____________ (“Executive”) effective August ___, 2011. This
Agreement is effective for the fiscal year ending June 30, 2012 (the “Plan Year”).
Capitalized terms used but not otherwise defined herein shall have the meanings given them in the
Plan.



          1. Calculation of Bonus.




          (a) Subject to the further adjustments and limitations provided for in the Plan and this
Agreement, the bonus Executive may earn under this Agreement shall equal the sum of the following:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	(A) Company Earnings Growth Bonus —	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Target 

Amount

	 	X
	 	Company Earnings

Growth Bonus

Percentage
	 	X
	 	 	50	%	 	=
	 	Company Earnings

Growth Bonus
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(B) Company Sales Growth Bonus —	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Target Amount

	 	X
	 	Company Sales

Growth Bonus

Percentage
	 	X
	 	 	30	%	 	=
	 	Company Sales

Growth Bonus
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(C) Company Capital Efficiency Bonus —	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bonus Target Amount

	 	X
	 	Company Capital

Efficiency Bonus

Percentage
	 	X
	 	 	20	%	 	=
	 	Company Capital

Efficiency Bonus





Each of the above components of Executive’s bonus shall be calculated and awarded independently.
Executive will not receive one or more of the components of the bonus set forth in this Section
1(a) if the Company does not achieve the “Threshold” level of performance as set forth in the
applicable Table B attached hereto. For purposes of illustration, if the Company achieves
the threshold Increase in Sales and Return on Invested Capital but does not achieve the threshold
Increase in Earnings Per Share, each as set forth in the applicable Table B attached
hereto, Executive will receive a Company Sales Growth




 









 







Bonus and Company Capital Efficiency Bonus
but will not receive a Company Earnings Growth Bonus for the Plan Year.




          (b) General Rules Regarding Bonus Calculation.




               (i) Consistent Accounting. In determining whether or not Executive is entitled to a
bonus under this Agreement, the Company’s accounting practice and generally accepted accounting
principles (“GAAP”) shall be applied on a basis consistent with prior periods, and such
determination shall be based on the calculations made by the Company, approved by the Committee and
binding on Executive. Notwithstanding the foregoing, if there is any material change in GAAP during
a Plan Year that results in a material change in accounting for the revenues or expenses of the
Company the calculations of the relevant Table B percentage for the Plan Year (the “GAAP Change
Year”) shall be made as if such change in GAAP had not occurred during the GAAP Change Year.
In determining the Increase in Earnings Per Share for the Company in the year following the GAAP
Change Year, the calculation shall be made after taking into account such change in GAAP.



               (ii) Maximum Bonus. Nothing contained in the Plan or this Agreement shall be construed
to allow the payment of a bonus under this Agreement based on a percentage in excess of 225% of
Executive’s MIP salary for the year in which the bonus was earned.



               (iii) Tax Law Changes. If the Internal Revenue Code is amended during the Plan Year
and, as a result of such amendment(s), the effective tax rate applicable to the earnings of the
Company (as described in the Income Taxes footnote to the financial statements contained in the
Company’s annual report to the Securities and Exchange Commission on Form 10-K for the Plan Year)
changes during the year, the calculation of the relevant Table B percentages for such Plan Year
(the “Rate Change Year”) shall be made as if such rate change had not occurred during the
Rate Change Year. In determining the Increase in Earnings Per Share for the Company in the year
following the Rate Change Year, the calculation shall be made after taking into account such rate
change.



          2. Performance Metric Adjustments. Certain items of revenue, expense, gain, losses or
other adjustments may be excluded from the determination of the relevant performance metrics used
to determine Executive’s bonus under this Agreement. Such items will be taken into account in the
determination of Executive’s bonus in accordance with the following:




               (a) Business Transformation Expenses: —  Expenditures relating to the Company’s
Business Transformation Project determined in accordance with GAAP and past Company practice as
disclosed in the Company’s books and records as “Project 212 Costs” (“Business Transformation
Expenses”) shall initially be excluded from the calculation of the performance metrics used to
determine Executive’s bonus under this Agreement provided however, the Committee may include all or
any portion of such Business Transformation Expenses in the determination of Executive’s bonus
hereunder in
its discretion, if the Committee determines that the inclusion of all or any portion
of such Business Transformation Expenses will not impact the Company’s ability to deduct all or any
portion of the bonus payable to Executive under this Agreement under Section 162(m) of the Code.




               (b) Multi-Employer Pension Adjustments: — Adjustments resulting from the Company’s or
an Operating Company’s complete or partial withdrawal from a multi-employer pension plan sponsored
by a third party in which the Company or one of its Operating Companies participates (“Pension
Adjustments”). The amount of any such adjustments shall be determined in accordance with GAAP.
Pension Adjustments shall initially be excluded from the calculation of the performance metrics
used to determine Executive’s bonus under this Agreement; provided however, the Committee may
include all or any portion of such Pension Adjustments in the determination of Executive’s bonus
hereunder in


 









 




 its discretion, if the Committee determines that the inclusion of all or any portion
of such Pension Adjustments will not impact the Company’s ability to deduct all or any portion of
the bonus payable to Executive under this Agreement under Section 162(m) of the Code.



               (c) Acquisitions and Divestitures:  — Operating results, acquisition and divestiture
expenses (including any applicable break up fees), acquisition debt, if any, and any gains or
losses relating to or resulting from (i) an acquisition by the Company of stock (or other equity
interest) or substantially all of the assets of a corporation, partnership, limited liability
company or other entity for a purchase price in excess of $40 million; and (ii) a divestiture of
an Operating Company or operating division of the Company (including a sale of all or substantially
all of the assets thereof) for a sale price in excess of $40 million shall be excluded from the
determination of Executive’s bonus under this Agreement.



               (d) Other Extraordinary Events. Notwithstanding the foregoing, the Committee may, in
its sole discretion, include or exclude from the determination of the relevant performance metrics
the results of certain items not otherwise contemplated by this Section 2 if the Committee
determines that the inclusion or exclusion of such extraordinary items will not impact the
Company’s ability to deduct all or any portion of the bonus payable to Executive under this
Agreement under Section 162(m) of the Code.



          3. Payment. Within ninety (90) days following the end of the Plan Year, the Company
shall determine and the Committee shall approve the amount of any bonus earned by Executive under
this Agreement. Such bonus shall be payable in the manner, at the times and in the amounts
provided in the Plan.




          4. Clawback of Bonus. In accordance with the Company’s incentive payment clawback
policy, in the event of a restatement of financial results (other than a restatement due to a
change in accounting policy) within thirty-six (36) months of the payment of a bonus under this
Agreement, and in connection with such restatement the Committee determines in its sole and
absolute discretion, that the bonus paid to Executive under this Agreement for the Plan Year would
have been lower had it been calculated based on such restated results (the “Adjusted MIP
Bonus”), then the Company shall have the right, subject to applicable governing law, to recoup
from Executive, in such form and at such time as the Committee determines in its sole and absolute
discretion, the excess of the amount of the incentive payment previously paid to Executive pursuant
to this Agreement (without regard to amounts deferred by Executive under the Company’s executive
benefit plans) over the Adjusted MIP Bonus (the “Excess Payment”). Executive hereby agrees
that Executive shall promptly repay to the Company the amount of any Excess Payment received by
Executive pursuant to this Agreement at the time or times and in the form determined by the
Committee.




          5. Confidentiality. Executive hereby acknowledges and agrees that the target
performance levels set forth on Table B, attached hereto, constitute confidential
information of the Company, subject to the prohibition on disclosure of confidential information
under Sysco’s Code of Conduct. Any disclosure of the target performance levels by Executive prior
to the time such target performance levels are disclosed to or known by the public, as determined
by the Committee, will result in the forfeiture by Executive of any bonus otherwise payable to
Executive under this Agreement for the Plan Year.




          6. Definitions.




               (a) For Calculations Regarding Table B:



                    (i) Total Invested Capital: — for any given fiscal year, and with respect to the
Company, the sum of the following:




(AA) Stockholder’s Equity: — the average of the amounts
outstanding for the Company (determined in accordance with



 









 






Section
2(C) hereof) at the end of each fiscal quarter for which the
computation is being made (quarterly average basis).




(BB) Long-Term Debt: — the average of the long-term portion
of the debt of the Company (determined in accordance with Section
2(C) hereof) outstanding at the end of each fiscal quarter for which
the computation is being made (quarterly average basis).



                    (ii) Return on Invested Capital: — the Return on Invested Capital for the Company is
expressed as a percentage and is computed by dividing the Company’s net after-tax earnings, as it
may be adjusted pursuant to Section 2, for the Plan Year by the Company’s Total Invested Capital
for the Plan Year, as it may be adjusted pursuant to Section 2.



                    (iii) Percentage Increase in Earnings Per Share: — the Percentage Increase in Earnings
Per Share is expressed as a percentage and is computed by comparing the Company’s net after-tax
fully diluted earnings per share of the Company, as it may be adjusted pursuant to Section 2, for
the Plan Year over the prior fiscal year’s net after-tax fully diluted earnings per share of the
Company, as it may be adjusted pursuant to Section 2.



                    (iv) Percentage Increase in Sales: — the Percentage Increase in Sales, with respect to
the Company, is expressed as a percentage and is computed by comparing the Company’s sales, as they
may be adjusted pursuant to Section 2, for the Plan year to the Company’s sales for the prior
fiscal year, as they may be adjusted pursuant to Section 2.



                    (v) Company Earnings Growth Bonus Percentage: — the percentage determined from
Table B-Fully Diluted EPS Growth, attached hereto, which coincides with the Company’s
Percentage Increase in Earnings Per Share for the Plan Year.



                    (vi) Company Sales Growth Bonus Percentage: — the percentage determined from Table
B-Sales Growth, attached hereto, which coincides with the Company’s Percentage Increase in
Sales for the Plan Year.



                    (vii) Company Capital Efficiency Bonus Percentage: — the percentage determined from
Table B — Return on Invested Capital, attached hereto, which coincides with the Company’s
Return on Invested Capital for the Plan Year.



               (b) Method of Calculating Quarterly Averages: — In determining the average amount
outstanding of stockholders’ equity, and long-term debt under paragraphs 6(a)(i)(A) and 6(a)(i)(B),
above, such averages shall be determined by dividing five (5) into the sum of the amounts
outstanding of the relevant category at the end of each of the four quarters of the relevant fiscal
year plus the amount outstanding of the relevant category at the beginning of the relevant fiscal
year.



               (c) Bonus Target Amount: — Executive’s Target Bonus Percentage for the Plan Year
multiplied by the Executive’s base salary as of the end of the relevant Plan Year.



               (d) Target Bonus Percentage: — ______%



          7. Term of Agreement. This Agreement shall remain effective for the Plan Year (i.e.,
the fiscal year ending June 30, 2012) and until any amounts due and payable to the Executive
pursuant to this Agreement are paid; provided however, that Section 4 of this Agreement shall
survive the termination of this Agreement until such time the Committee determines whether there is
any Excess Payment due from Executive and the payment of any such Excess Payment pursuant to
Section 6 of this Agreement is paid to the Company.





 









 








          8. No Employment Arrangement Implied. Nothing in this Agreement or the Plan shall
imply any right of employment for Executive, and except as set forth in Section 9 of the Plan with
respect to a Change of Control or as otherwise determined by the Committee, in its discretion, if
Executive is terminated, voluntarily or involuntarily, with or without cause, prior to the end of
the Plan Year, Executive shall not be entitled to any bonus for the Plan Year regardless of whether
or not such bonus had been or would have been earned in whole or in part, but any unpaid bonus
earned with respect to a prior fiscal year shall not be affected.




          9. Plan Provisions Shall Govern. This Agreement is subject to and governed by the
Plan and in the case of any conflict between the terms of this Agreement and the contents of the
Plan, the terms of the Plan will control.




          10. Governing Law. The interpretation, construction and performance of this Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State
of Delaware without regard to the principle of conflict of laws.




          11. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and the same instrument.




          12. Severability. Provided the other provisions of this Agreement do not frustrate the
purpose and intent of the law, in the event that any portion of this Agreement shall be determined
to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable
from this Agreement, and the invalidity or unenforceability thereof shall not affect the validity
and enforceability of the remaining portion of this Agreement.




          13. Amendment and Termination. The Company may amend this Agreement at any time
without the approval of Executive up to and until the day that is ninety (90) days after the
beginning of the Plan Year. The Company may amend this Agreement at any time that is more than
ninety (90) days after the beginning of the Plan Year without the approval of the Executive;
provided however no amendments will be permitted to this Agreement that would directly or
indirectly cause the compensation under this Agreement to fail to qualify as “performance based
compensation” as that term is defined in Section 162(m) of the Code. Notwithstanding anything to
the contrary contained in this Agreement, the Company may terminate this Agreement at any time
during the Plan Year and Executive shall not be entitled to any bonus under this Agreement for the
Plan Year regardless of when during the Plan Year this Agreement is terminated.







 









 








     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized
officer of the Company and Executive has executed this Agreement as of the day and year first
written above.



	 	 	 	 	 	 	 	 	 

	SYSCO CORPORATION	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Russell Libby
	 	 	 	 

[Name of Executive]
	 	 
	 

	 	Vice President, General Counsel	 	 	 	 	 	 
	 

	 	and Corporate Secretary	 	 	 	 	 	 











 









 








EXHIBIT 1



“PLAN”



 









 





CONFIDENTIAL

TABLE B



COMPANY PERFORMANCE BONUS




Attached



THE PERFORMANCE TARGETS SET FORTH ON THIS TABLE B CONSTITUTE “CONFIDENTIAL INFORMATION” AND
ANY DISCLOSURE OF SUCH PERFORMANCE TARGETS BY A PARTICIPANT PRIOR TO THE TIME SUCH PERFORMANCE
TARGETS BECOME PUBLIC INFORMATION WILL RESULT IN SUCH PARTICIPANT FORFEITING HIS OR HER RIGHTS TO A
BONUS UNDER THIS PROGRAM.