FIRST AMENDMENT TO
THE FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
THIS FIRST
AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN (this “ Amendment
”).
WHEREAS, Sysco
Corporation (“ Sysco ”) has adopted that certain
Fifth Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan (the “ Plan ”) pursuant to a
plan document effective generally as of July 2, 2008;
and
WHEREAS, pursuant
to Section 9.1 of the Plan, the Board of Directors of Sysco
may amend the Plan at any time by an instrument in writing;
and
WHEREAS, the Board
of Directors of Sysco has determined to amend the Plan to
(i) consistent with the transition relief provided under
Treasury Notice 2007-86, provide Participants with a one-time
opportunity during calendar year 2008 to elect to receive a
distribution of all or a portion of their vested balances under the
Plan during calendar year 2009; (ii) clarify the definition of
when a “separation from service” occurs under the Plan;
and (iii) clarify the procedure for processing In-Service
Distributions under the Plan.
NOW, THEREFORE,
the Plan is hereby amended as follows, effective as of July 2,
2008:
(Capitalized terms
used but not otherwise defined herein shall have the meaning given
them in the Plan.)
1. Article I
of the Plan is hereby amended by deleting the definition of
“Separation from Service” and replacing it with the
following:
“
Separation from Service . “Separation from
Service” means a “separation from service” within
the meaning of Section 409A. For Separations from Service
occurring on or after January 1, 2009, a Participant shall be
presumed to have experienced a “separation from
service” as a result of a termination of employment if the
level of bona fide services performed by the Participant for Sysco
or a Subsidiary decreases to a level equal to twenty-five percent
(25%) or less of the average level of services performed by the
Participant during the immediately preceding thirty-six
(36) month period, taking into account any periods of
performance excluded by the Treasury Regulations.”
2. Article IV
of the Plan is hereby amended by deleting Section 4.7(a) in
its entirety and replacing it with the following:
“(a)
Crediting of Interest or Deemed Investment Earnings or Losses
Prior to Commencement of Distributions . The
Participant’s Account shall continue to be credited or
debited with Investment earnings or losses until
(i)&n
