FISCAL YEAR
SUPPLEMENTAL PERFORMANCE-BASED BONUS AGREEMENT
This Fiscal Year
Supplemental Performance-Based Bonus Agreement (the “
Agreement ”) was adopted by the Committee
pursuant to the Sysco Corporation 2004 Supplemental
Performance-Based Plan (the “ Plan ”),
and agreed to by the Company and CEO effective
. This Agreement is for the Fiscal Year ending
(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, growth, 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, jointly with the
Corporate Governance and Nominating Committee of the Board, 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 ___% 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.
(b)
MIP Bonus . Notwithstanding anything herein or otherwise to
the contrary, 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 the CEO. By
way of example, the MIP Bonus will not include any
“Additional Shares” or “Additional Cash
Bonus” (as such terms are defined in the MIP) the CEO may be
entitled to receive pursuant to Sections 6(A) and 6(B) of the
MIP as a result of electing to receive a portion of his MIP Bonus
in Company stock. For avoidance of doubt, the MIP Bonus will 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.
3.
Performance Bonus . If earned in accordance with
Section 2(a)(i) above, the Performance Bonus will be paid in
cash as soon administratively feasible following the
Company’s determination of CEO’s MIP Bonus amount;
provided however, that the Performance Bonus must be paid
before the later of (i) the date that is 2
1 / 2
months from the end of CEO’s
first taxable year in which the Performance Bonus is no longer
subject to a substantial risk of forfeiture or (ii) the date
that is 2 1
/ 2 months
from the end of Company’s first taxable year in which the
amount is no
