[Form of Supplemental Bonus
Agreement (SVPs, EVPs & SVPOs]
FISCAL YEAR 2007
SUPPLEMENTAL BONUS AGREEMENT
This FISCAL
YEAR 2007 SUPPLEMENTAL BONUS AGREEMENT (this “
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 Executive 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 . Executive and the
Company hereby agree to the goals and objectives set forth on
Exhibit “A” attached hereto for the Fiscal Year
(the “ Performance Goals ”). Executive
acknowledges and agrees that for purposes of this Agreement
Executive’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 Executive’s performance for such Fiscal Year
against the Performance Goals for the Fiscal Year. Executive will
be evaluated, together with certain other designated Participants
under the Plan, as a group (the “ Management
Team ”), based on the Committee’s judgment of
the Management Team’s alignment with (i) the
Company’s Fiscal Year goals; and (ii) the strategy
initiatives of the Company. In addition, Executive will be
evaluated individually based on the Executive’s contribution
to maximizing the Management Team’s collective
performance.
3.
Calculation of Bonus . Based upon the evaluation of the
Management Team and Executive with respect to achievement of the
Performance Goals, Executive’s compensation for the Fiscal
Year will be adjusted, in the Committee’s sole discretion, as
follows:
(i)
Performance Exceeds Expectations . If Executive’s
performance for the Fiscal Year “exceeds expectations,”
Executive will be entitled to receive a cash bonus under the Plan
of up to 25% (as determined by the Plan Committee in its sole and
absolute discretion) of Executive’s MIP Bonus with respect to
that Fiscal Year (a “ Performance Bonus
”).
(ii)
Performance Meets Expectations . If Executive’s
performance for the Fiscal Year “meets expectations,”
Executive shall not be entitled to receive a cash bonus under the
Plan as set forth in Section 3(a)(i) above, nor shall
Executive’s MIP Bonus be subject to reduction as set forth in
Section 3(a)(iii) below.
(iii)
Performance Below Expectations . If Executive’s
performance for the Fiscal Year is “below
expectations,” Executive’s MIP Bonus for such Fiscal
Year will be reduced by up to 25% of such MIP Bonus (as determined
by the Committee in its sole discretion) (the “
Forfeited Amount ”). The amount of Additional
Shares and Additional Cash Bonus awarded to the Executive under the
MIP shall be determined after reducing the MIP Bonus by the
Forfeited Amount.
[For the
agreements with Messrs. Stubblefield, Accardi and
Spitler: Notwithstanding
anything to the contrary contained herein, Executive shall not be
entitled to a Performance Bonus under this Agreement unless
Executive is otherwise eligible to receive a MIP Bonus for the
Fiscal Year.][ For the agreements with all other EVPs, SVPs and
SVPOs: Notwithstanding anything to the contrary contained
herein, Executive shall not be entitled to a Performance Bonus
under this Agreement unless the Company achieves an Increase in
Earnings per Share (as such terms are defined in the MIP) of at
least ___% and a Return on Stockholders Equity of at least ___% for
the Fiscal Year (as such terms are defined in the MIP).]
(b)
MIP Bonus . The term “MIP Bonus” means the bonus
earned by Executive under the MIP for the Fiscal Year, without
regard to any additional amounts the Executive may be entitled to
receive under the MIP as a result of elections made by Executive.
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 Sysco Corporation Executive
Deferred Compensation Plan (“EDCP”).
(c)
Committee Discretion . All determinations required pursuant
to this Section 3 shall be made by the Committee in its sole
and absolute discretion.
4.
Performance Bonus . If earned in accordance with
Section 3(a)(i) above, the Performance Bonus will be paid in
cash as soon administratively feasible following the
Company’s determination of Executive’s MIP Bonus
amount; provided however, that the Performance
Bon
