FISCAL YEAR 2007
SUPPLEMENTAL BONUS AGREEMENT
This Fiscal Year
2007 Supplemental Bonus Agreement (the “
Agreement ”) was adopted by the Committee
pursuant to the Sysco Corporation 2006 Supplemental Performance
Based Bonus Plan (the “ Plan ”), and
agreed to by the Company and CEO effective
, 2006. This Agreement is for the Fiscal Year ending June 30,
2007 (the “ Fiscal Year ”). Capitalized
terms used but not otherwise defined herein shall have the meanings
given them in the Plan.
1.
Establishment of Performance Goals . CEO and the Company
hereby agree to the goals and objectives set forth on Exhibit
“A” attached to this Agreement for each of the
following performance areas: long-term strategy, financial
performance, corporate governance, and human capital (the “
Performance Goals ”). CEO acknowledges and
agrees that for purposes of this Agreement CEO’s performance
will be measured using the Performance Goals.
2.
Evaluation of Performance . (a) Within 90 days
after the end of the Fiscal Year, the Committee, shall complete an
evaluation of CEO’s performance for such Fiscal Year,
including an evaluation against the Performance Goals. Based upon
this evaluation, CEO’s compensation for the Fiscal Year will
be adjusted, in the Committee’s sole discretion, as
follows:
(i)
Performance Exceeds Expectations . If CEO’s
performance for the Fiscal Year “exceeds expectations,”
CEO will be entitled to receive a Performance Bonus equal to the
Adjustment Factor times the CEO’s MIP Bonus for such Fiscal
Year. For purposes of this Section 2(a)(i) and
Section 2(a)(iii) below, the “ Adjustment
Factor ” shall be a percentage of up to 25% selected
by the Committee representing the Committee’s determination
of CEO’s performance in light of the Performance
Goals.
(ii)
Performance Meets Expectations . If CEO’s performance
for the Fiscal Year “meets expectations,” CEO shall not
be entitled to receive a Performance Bonus as set forth in Section
2(a)(i) above, nor shall CEO’s MIP Bonus be subject to
reduction as set forth in Section 2(a)(iii) below.
(iii)
Performance Below Expectations . If CEO’s performance
for the Fiscal Year is “below expectations,”
CEO’s MIP Bonus for such Fiscal Year shall be reduced by an
amount equal to the Adjustment Factor times the CEO’s MIP
Bonus for the Fiscal Year (the “ Forfeited
Amount ”). The amount of Additional Shares and
Additional Cash Bonus awarded to the CEO under the MIP shall be
determined after reducing the MIP Bonus by the Forfeited
Amount.
Notwithstanding
anything to the contrary contained herein, CEO shall not be
entitled to a Performance Bonus under this Agreement unless CEO is
otherwise eligible to receive a MIP Bonus for the Fiscal
Year.
(b)
MIP Bonus . The term “MIP Bonus” means the bonus
earned by CEO under the MIP for the Fiscal Year, without regard to
any additional amounts the CEO may be entitled to receive under the
MIP as a result of elections made by CEO. For the avoidance of
doubt, the MIP Bonus shall not include any Company matching
contributions resulting from the deferral of all or a portion of
the MIP Bonus under the EDCP.
(c)
Committee Discretion . All determinations required pursuant
to this Section 2 shall be made by the Committee in its sole
and absolute discretion.
