[Form Agreement for CEO,
CFO, EVPs and SVPs]
FISCAL YEAR 2007
2005 MANAGEMENT INCENTIVE PLAN
BONUS AGREEMENT
This SYSCO
CORPORATION FISCAL YEAR 2007 MANAGEMENT INCENTIVE PLAN BONUS
AGREEMENT (this “ Agreement ”) was
adopted by the Plan Committee pursuant to the 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
, 2006. This Agreement is effective for the fiscal year ending
June 30, 2007 (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 the Plan for the Plan
Year shall be based on a combination of the performance of
(a) the Company as a whole (a “ Company
Performance Bonus ”); and (b) one or more
Operating Companies as designated by the Plan Committee (an “
OpCo Performance Bonus ”). 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 ___% and a Return on Stockholder’s Equity
of at least ___%.
(a)
Calculation of Company Performance Bonus . Subject to
the further adjustments and additions provided for in the Plan and
this Agreement, Executive’s Company Performance Bonus for the
2007 fiscal year shall be equal to the product of:
(i) Executive’s MIP Salary; and (B) 70% of the
Table B Percentage.
(b)
Calculation of OpCo Performance Bonus . Subject to the
further adjustments and additions provided for in the Plan and this
Agreement Executive’s OpCo Performance Bonus will be
calculated by determining the number of Operating Companies of the
Company that have attained a Return on Capital of at least ___%
(the “ ROC Target ”). If at least 20
Operating Companies have attained or exceeded the ROC Target, and
all Operating Companies which have attained or exceeded the ROC
Target employ at least 50% or more of the aggregate of the Total
Capital of all Operating Companies, then Executive will be entitled
to receive an OpCo Performance Bonus equal to the product of:
(i) the sum of (A) 9% for the first 20 Operating
Companies which attain or exceed the ROC Target; and
(B) 1 1
/ 2 % of for
each additional Operating Company which attains or exceeds the ROC
Target; and (ii) Executive’s MIP Salary. By way of
example, if 23 Operating Companies (which, in the aggregate, employ
51% of the Total Capital of all Operating Companies) attain or
exceed the ROC Target, Executive will receive an OpCo Performance
Bonus equal to the product of (i) Executive’s MIP Salary
and (ii) 13.5 % (the sum of 9% for the first 20 Operating
Companies attaining or exceeding the ROC Target, and 4.5% for the
performance of the additional three Operating Companies in excess
of 20 attaining or exceeding the ROC Target).
(c)
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 Table B Percentage
for Executive in the year following the GAAP Change Year, the
calculation shall be made after taking into account such change in
GAAP.
(ii)
No Limit on Bonus . Except as otherwise provided in this
Section 1(c)(ii), there is no limit to the bonus that can be
earned under the Plan or this Agreement. Although Tables A and B
have only been calculated to 370% and 172%, respectively, the
“grids” shall be deemed to continue to
increase in the
same ratios as set forth. However, notwithstanding the foregoing
and any other provision in this Agreement to the contrary,
Executive’s bonus amount for the Plan Year including, if
applicable, the value of any Additional Shares and Additional Cash
Bonus) cannot exceed 1% of the Company’s earnings before
income taxes as publicly disclosed in the “Consolidated
Results of Operations” section of 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 fiscal year and, as a result of such amendment(s), the
effective tax rate applicable to the earnings of the Company (as
described in the “Summary of Accounting Policies”
section of the Company’s annual report to the Securities and
Exchange Commission on Form 10-K) changes during the year, the
calculation of the net after-tax earnings per share of the Company
for the Plan Year shall be made as if such rate change had not
occurred during the Plan Year.
2.
Extraordinary Events . If, during the Plan Year, the Company
experiences an Extraordinary Event or Events that results in the
Company recognizing a net-after tax gain with respect to such
Extraordinary Event or Events (an “ Extraordinary
Gain ”), 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 Company Per
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