exv10w38







Exhibit 10.38




[Form Agreement for CEO, COO, and EVPs]




FISCAL YEAR 2010

2005 MANAGEMENT INCENTIVE PLAN

BONUS AGREEMENT




     This SYSCO CORPORATION FISCAL YEAR 2010 MANAGEMENT INCENTIVE PLAN BONUS AGREEMENT (this
“Agreement”) was adopted by the Plan Committee pursuant to the First Amended and Restated
Sysco Corporation 2005 Management Incentive Plan (the “Plan”) (a copy of which is attached
as Exhibit 1) and agreed to by the Company and _______(“Executive”)
effective June 27, 2009. This Agreement is effective for the fiscal year ending July 3, 2010 (the
“Plan Year”). Capitalized terms used but not otherwise defined herein shall have the
meanings given them in the Plan.



     1. Calculation of Bonus. Subject to the further adjustments, limitations and additions
provided for in the Plan and this Agreement, Executive’s bonus under this Agreement shall be equal
to the product of: (i) Executive’s MIP Salary; and (B) the Table B Percentage. Notwithstanding the
foregoing, Executive will be entitled to a bonus under this Agreement only if the Company achieves
an Increase in Earnings per Share of at least four percent (4%) for the Plan Year and a 3-Year
Average Return on Capital of at least ten percent (10%) for the three fiscal years ending with 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 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 Plan Compensation 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 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. In
determining the 3-Year Average Return on Capital of the Company in the year following the GAAP
Change Year, the calculation shall be made as if such accounting rules were in effect for the
entire calculation period.



               (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 the maximum
percentage set forth on Table B, attached hereto. Notwithstanding any other provision in
this Agreement to the contrary, in no event shall the Executive be entitled to a bonus amount for
the Plan Year in excess of 1% of the Company’s earnings before income taxes as publicly disclosed
in the “Consolidated Results of Operations” section of the financial statements contained in the
Company’s annual report to the Securities and Exchange Commission on Form 10-K for the Plan Year.



               (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 Table B Percentage 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. In
determining the 3-Year Average Return on Capital for the Company in the year following the Rate
Change Year, the calculation shall be made as if such rate change were in effect for the entire
calculation period.



     2. Extraordinary Events. If, during the Plan Year, the Company experiences an
Extraordinary Event(s) that results in the Company recognizing a net after-tax gain or net
after-tax income (on a consolidated basis) with respect to such Extraordinary Event(s)
(“Extraordinary Income”), the Plan



 









 




Committee may reduce the Company Performance Bonus payable to Executive under this Agreement
in its sole and absolute discretion; provided however, that the Plan Committee may not reduce the
bonus payable to Executive under this Agreement to an amount less than the bonus Executive would
have earned if the Company did not include the Extraordinary Income in the calculation of
Executive’s bonus for the Plan Year.




     3. Payment. Within ninety (90) days following the end of the Plan Year, the Company
shall determine and the Plan 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, if the Plan 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 Plan Committee
shall, subject to applicable governing law, recoup from Executive, in such form and at such time as
the Plan Committee determines in its sole and absolute discretion, the difference between the
amount previously paid to Executive pursuant to this Agreement (without regard to amounts deferred
by Executive under the Company’s executive benefit plans) and 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 Plan Committee.



     5. Definitions



          (a) For Calculations Regarding Table B:




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




	 	(A)	 	 Stockholder’s Equity: –
the average of the amounts outstanding for the Company (as
determined under Section 5(c)) at the end of each fiscal quarter
for which the computation is being made (quarterly average
basis).
	 
	 	(B)	 	Long-Term Debt: – the
average of the long-term portion of the debt of the Company (as
determined under Section 5(c)) outstanding at the end of each
fiscal quarter for which the computation is being made
(quarterly average basis).





               (ii) Return on Capital: – the Return on Capital for the Company is expressed as a
percentage and is computed by dividing the Company’s net after-tax earnings for the relevant fiscal
year by the Company’s Total Capital for the relevant fiscal year.



               (iii) 3-Year Average Return on Capital: – the average Return on Capital for the
Company for the three fiscal years ending with the Program Year.



               (iv) Increase in Earnings Per Share: – expressed as a percentage increase of the net
after-tax fully diluted earnings per share of the Company for the year over the prior fiscal year’s
net after-tax fully diluted earnings per share of the Company.



               (v) Table B Percentage: – the percentage determined from Table B attached
hereto which coincides with the 3-Year Average Return on Capital and Increase in Earnings Per Share
for the Company as a whole.



 









 





          (b) Extraordinary Event. The sale or exchange of an operating division or subsidiary
of the Company.




          (c) Method of Calculating Quarterly Averages: — In determining the average amount
outstanding of stockholders’ equity, and long-term debt under paragraphs 5(a)(i)(A) and 5(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.




          (d)  MIP Salary – Executive’s base salary as of the end of the Plan Year.




     6. Term of Agreement. This Agreement shall be effective only for the Plan Year.



     7. 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.



     8. 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.



     9. 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.



     10. 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.



     11. 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.



     12. 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.



[Signatures on Following Page]




 









 








     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: ________________________

	 	______________________________________________________________________
	       Michael C. Nichols

       Sr. Vice President, General Counsel

          and Corporate Secretary

	 	[Name of Executive]






 









 






EXHIBIT 1

“PLAN”





 









 








TABLE B

MANAGEMENT INCENTIVE PLAN




OVERALL COMPANY PERFORMANCE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 
	3-YR	 	 
	AVG	 	 
	RETURN	 	 
	ON	 	PERCENTAGE INCREASE IN EARNINGS PER SHARE
	CAPITAL	 	4-5%	 	5-6%	 	6-7%	 	7-8%	 	8-9%	 	9-10%	 	10-11%	 	11-12%	 	12-13%	 	13-14%	 	14-15%	 	15-16%	 	16-17%	 	17-18%	 	18-19%	 	19-20%	 	20%+
	10%

	 	 	20	 	 	 	40	 	 	 	60	 	 	 	70	 	 	 	80	 	 	 	90	 	 	 	100	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	165	 	 	 	170	 	 	 	175	 	 	 	180	 
	11%

	 	 	30	 	 	 	50	 	 	 	70	 	 	 	80	 	 	 	90	 	 	 	100	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	175	 	 	 	180	 	 	 	185	 	 	 	190	 
	 12%

	 	 	40	 	 	 	60	 	 	 	80	 	 	 	90	 	 	 	100	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	185	 	 	 	190	 	 	 	195	 	 	 	200	 
	13%

	 	 	50	 	 	 	70	 	 	 	90	 	 	 	100	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	195	 	 	 	200	 	 	 	205	 	 	 	210	 
	14%

	 	 	60	 	 	 	80	 	 	 	100	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	205	 	 	 	210	 	 	 	215	 	 	 	220	 
	 15%

	 	 	70	 	 	 	90	 	 	 	110	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	215	 	 	 	220	 	 	 	225	 	 	 	230	 
	 16%

	 	 	80	 	 	 	100	 	 	 	120	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	225	 	 	 	230	 	 	 	235	 	 	 	240	 
	17%

	 	 	90	 	 	 	110	 	 	 	130	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	230	 	 	 	235	 	 	 	240	 	 	 	245	 	 	 	250	 
	 18%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	150	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	230	 	 	 	240	 	 	 	245	 	 	 	250	 	 	 	255	 	 	 	260	 
	 19%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	170	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	230	 	 	 	240	 	 	 	250	 	 	 	255	 	 	 	260	 	 	 	265	 	 	 	270	 
	 20%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	190	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	230	 	 	 	240	 	 	 	250	 	 	 	260	 	 	 	265	 	 	 	270	 	 	 	275	 	 	 	280	 
	 21%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	200	 	 	 	210	 	 	 	220	 	 	 	230	 	 	 	240	 	 	 	250	 	 	 	260	 	 	 	270	 	 	 	275	 	 	 	280	 	 	 	285	 	 	 	290	 
	 22%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	200	 	 	 	220	 	 	 	230	 	 	 	240	 	 	 	250	 	 	 	260	 	 	 	270	 	 	 	280	 	 	 	285	 	 	 	290	 	 	 	295	 	 	 	300	 
	 23%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	200	 	 	 	220	 	 	 	240	 	 	 	250	 	 	 	260	 	 	 	270	 	 	 	280	 	 	 	290	 	 	 	295	 	 	 	300	 	 	 	305	 	 	 	310	 
	 24%

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	200	 	 	 	220	 	 	 	240	 	 	 	260	 	 	 	270	 	 	 	280	 	 	 	290	 	 	 	300	 	 	 	305	 	 	 	310	 	 	 	315	 	 	 	320	 
	  25%+

	 	 	100	 	 	 	120	 	 	 	140	 	 	 	160	 	 	 	180	 	 	 	200	 	 	 	220	 	 	 	240	 	 	 	260	 	 	 	280	 	 	 	290	 	 	 	300	 	 	 	310	 	 	 	315	 	 	 	320	 	 	 	325	 	 	 	330