[Form Agreement for CEO,
COO, and EVPs]
FISCAL YEAR 2010
2005 MANAGEMENT INCENTIVE PLAN
BONUS AGREEMENT
This SYSCO
CORPORATION FISCAL YEAR 2010 MANAGEMENT INCENTIVE PLAN BONUS
AGREEMENT (this “ Agreement ”) was adopted
by the Plan Committee pursuant to the First Amended and Restated
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 June 27,
2009. This Agreement is effective for the fiscal year ending
July 3, 2010 (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 this Agreement shall
be equal to the product of: (i) Executive’s MIP Salary;
and (B) the Table B Percentage. 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
four percent (4%) for the Plan Year and a 3-Year Average Return on
Capital of at least ten percent (10%) for the three fiscal years
ending with the Plan Year.
(b)
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 Increase in Earnings Per Share
for the Company in the year following the GAAP Change Year, the
calculation shall be made after taking into account such change in
GAAP. In determining the 3-Year Average Return on Capital of the
Company in the year following the GAAP Change Year, the calculation
shall be made as if such accounting rules were in effect for the
entire calculation period.
(ii)
Maximum Bonus . Nothing contained in the Plan or this
Agreement shall be construed to allow the payment of a bonus under
this Agreement based on a percentage in excess of the maximum
percentage set forth on Table B , attached hereto.
Notwithstanding any other provision in this Agreement to the
contrary, in no event shall the Executive be entitled to a bonus
amount for the Plan Year in excess of 1% of the Company’s
earnings before income taxes as publicly disclosed in the
“Consolidated Results of Operations” section of the
financial statements contained in 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 Plan Year and, as a result of such amendment(s), the
effective tax rate applicable to the earnings of the Company (as
described in the Income Taxes footnote to the financial statements
contained in the Company’s annual report to the Securities
and Exchange Commission on Form 10-K for the Plan Year) changes
during the year, the calculation of Table B Percentage for such
Plan Year (the “ Rate Change Year ”) shall be
made as if such rate change had not occurred during the Rate Change
Year. In determining the Increase in Earnings Per Share for the
Company in the year following the Rate Change Year, the calculation
shall be made after taking into account such rate change. In
determining the 3-Year Average Return on Capital for the Company in
the year following the Rate Change Year, the calculation shall be
made as if such rate change were in effect for the entire
calculation period.
2.
Extraordinary Events . If, during the Plan Year, the
Company experiences an Extraordinary Event(s) that results in the
Company recognizing a net after-tax gain or net after-tax income
(on a consolidated basis) with respect to such Extraordinary
Event(s) (“ Extraordinary Income ”), 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 bonus payable
to Executive under this Agreement to an amount less than the bonus
Executive would have earned if the Company did not include the
Extraordinary Income in the calculation of Executive’s bonus
for the Plan Year.
3.
Payment . Within ninety (90) days following the end
of the Plan Year, the Company shall determine and the Plan
Committee shall approve the amount of any bonus earned by Executive
under this Agreement. Such bonus shall be payable in the manner, at
the times and in the amounts provided in the Plan.
4.
Clawback of Bonus . In accordance with the
Company’s incentive payment clawback policy, in the event of
a restatement of financial results (other than a restatement due to
a change in accounting policy) within t
