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SYSCO CORPORATION
2006 Supplemental Performance Based Bonus Plan
This SYSCO
CORPORATION 2006 SUPPLEMENTAL PERFORMANCE BASED BONUS PLAN (the
“ Plan ”) was adopted by unanimous action
of the Committee (as hereinafter defined) of Sysco Corporation (the
“ Company ”) on June 9, 2006, and by
the Board of Directors of the Company (the “ Board of
Directors ”) on June 9, 2006. This Plan shall be
effective on June 9, 2006.
1. Statement
of Principle
The purpose of
this Plan is to increase stockholder value and to advance the
interests of the Company and its subsidiaries by aligning a portion
of certain key management personnel’s overall compensation
package to their individual performance, or in certain cases
participation in team performance, by making adjustments to such
key management personnel’s compensation as set forth in the
Plan, in order to provide financial incentives for performance that
“exceeds expectations,” and disincentives for
performance that is “below expectations.” All
references to “Fiscal Year” in the Plan mean the fiscal
year of the Company, unless otherwise specifically
noted.
2. Plan
Compensation Committee
The Compensation
and Stock Option Committee (the “ Committee
”) of the Board of Directors is charged with structuring,
proposing the implementation of, and implementing the terms and
conditions of, the Plan. The Committee shall have the authority to
adopt, alter and repeal such rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable;
to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto)
including without limitation the manner of determining and applying
the financial and accounting concepts discussed in the Plan; to
otherwise supervise the administration of the Plan; and, except as
to the application of the Plan to executive officers, to delegate
such authority provided to it hereunder as it may deem necessary or
appropriate to the Chairman of the Board, Chief Executive Officer,
President, Chief Operating Officer and any Executive Vice
President, and any of them individually. All decisions made by the
Committee pursuant to the provisions of the Plan shall be made in
the Committee’s sole discretion and shall be final and
binding on all persons, including the Company and Participants
(hereinafter defined).
The participants
in the Plan for a fiscal year shall be designated by the Committee
from the persons who are employed by the Company, in the following
capacities (EVP/SVP Participants and Chief Executive Officer are
referred to collectively as “Participants” or
individually as a “ Participant
”):
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EVP/SVP Participants
— Persons who
serve as either an Executive Vice President of the Company or
Senior Vice President of the Company (including Senior Vice
Presidents of Operations) who are also
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