Severance Agreement
Amendment to Severance
 
 
 

EX-10.1 2 h66650exv10w1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

TRANSITION AND RETIREMENT AGREEMENT

     This TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) is entered into by and between Sysco Corporation, a Delaware corporation (the “Company”), and RICHARD J. SCHNIEDERS, a resident of the state of Texas (“Executive”), as of the Effective Date of the Agreement, as defined below.

WITNESSETH:

     WHEREAS, Executive and Company are parties to that certain First Amended and Restated Executive Severance Agreement dated November 24, 2008 (the “Severance Agreement”), a copy of which is attached hereto;

     WHEREAS, Executive and Company, are parties to that certain Sysco Corporation Fiscal Year 2009 Management Incentive Plan Bonus Agreement, effective as of June 27, 2008 (the “MIP Bonus Agreement”) pursuant to which Executive is entitled to a bonus if the Company meets certain pre-established performance criteria (the “MIP Bonus”);

     WHEREAS, Executive has indicated his intention to retire from his position as Chief Executive Officer of the Company effective as of the close of business on March 31, 2009, and from his employment with the Company effective as of the close of business on June 27, 2009 (the “Retirement Date”); and

     WHEREAS, the parties hereby wish to memorialize their agreement with respect to Executive’s retirement and to clarify his duties through the Retirement Date.

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Executive’s Duties; Compensation and Retirement from the Company.

          (a) Executive shall continue to serve in the positions of Chairman of the Board and Chief Executive Officer of the Company through March 31, 2009 at Executive’s base salary in effect as of the Effective Date of this Agreement.

          (b) During the period from April 1, 2009 through the Retirement Date (the “Transition Period”), Executive shall continue to serve in the positions of Chairman of the Board and an employee of the Company. In his position as an employee of the Company, Executive shall perform such tasks as may be requested by the Company’s Chief Executive Officer and the Company’s Board of Directors (the “Board”). During the Transition Period, Executive shall receive a monthly base salary of NINETY-THREE THOUSAND DOLLARS and 00/100 cents ($93,000.00) and shall continue to be eligible for all other benefits as are in effect as of the Effective Date of this Agreement, including without limitation, eligibility for a MIP Bonus under Executive’s MIP Bonus Agreement, as modified by Section 3 of this Agreement. Notwithstanding the foregoing, the Board shall have the right to terminate Executive’s

 


 

employment at any time prior to the Retirement Date for any reason, in its sole discretion. In addition, at any time during the Transition Period or at any time thereafter, Executive agrees to resign from his position as Chairman of the Board of the Company and as a Director of the Company within ten (10) days of receipt of the Board’s written request that he do so. If Executive’s employment is terminated prior to the end of the Transition Period for any reason, Executive shall continue to receive the monthly base salary set forth in this Section 1(b) through the Retirement Date.

          (c) Executive shall be entitled to (i) an office and secretarial and other assistance at the Company’s headquarters in Houston, Texas through the end of the Transition Period; (ii) reimbursement of all reasonable expenses incurred by the Executive through the end of the Transition Period in connection with Executive’s duties under this Agreement in accordance with the general policies, practices and procedures of the Company; and (iii) use of the Company plane for one round trip between Santa Fe, New Mexico and Houston, Texas, per month from the date hereof until the end of the Transition Period.

          (d) Unless otherwise terminated earlier by the Board, Executive shall be deemed to have resigned as an employee of the Company as of the close of business on the Retirement Date without any further action required by Executive or the Company. Executive’s resignation pursuant to this Section 1(d) or termination of employment by the Company pursuant to Section 1(b) shall be deemed to be a retirement in good standing for all purposes, including, without limitation, for the purpose of determining Executive’s rights under the Company’s benefit plans.

     2. Termination of the Severance Agreement; Waiver of Good Reason Termination.

          (a) Company and Executive hereby agree that the Severance Agreement (including all rights and obligations contained therein) is hereby terminated effective as of the close of business on March 31, 2009 (the “Severance Termination Date”).

          (b) Executive hereby acknowledges and agrees that Executive’s execution of this Agreement constitutes Executive’s written consent to the actions of the Company as contemplated by this Agreement for purposes of Section 1(d) of the Severance Agreement and Executive hereby waives any right to terminate his employment for Good Reason (as defined in the Severance Agreement) under Section 5 of the Severance Agreement prior to the Severance Termination Date with respect to the actions of the Company contemplated by this Agreement.

     3. Fiscal Year 2009 Management Incentive Plan Bonus.

          (a) Company shall pay Executive an MIP Bonus for fiscal year 2009, to the extent the criteria for payment of a fiscal 2009 MIP Bonus are satisfied and subject to the terms and conditions of the MIP Bonus Agreement, equal to seventy-five percent (75%) of the MIP Bonus payable to Executive if Executive’s MIP Bonus were calculated using Executive’s base salary in effect on March 31, 2009. Executive shall be entitled to a payment pursuant to this Section 3(a) regardless of whether or not Executive is employed by the Company on the Retirement Date. The cash bonus payable to Executive pursuant to this Section 3(a) shall be reduced by all applicable withholdings and deductions, including amounts, if any, deferred by

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Executive under the Company’s Executive Deferred Compensation Plan (“EDCP”), and shall be paid at such time as Executive’s MIP Bonus would otherwise be payable under the terms of the Management Incentive Plan (the “MIP”) and the MIP Bonus Agreement. Executive’s 2009 MIP Bonus, as adjusted pursuant to this Section 3(a), if any, shall be used for purposes of calculating (i) the amount deferred by Executive, if any, and any company match under the EDCP; and (ii) Executive’s accrued benefit under the Company’s Supplemental Executive Retirement Plan (“SERP”), if applicable.

          (b) Executive hereby waives any and all rights that Executive may have to a MIP Bonus under the MIP Bonus Agreement in excess of the cash bonus payable to Executive pursuant to Section 3(a) of this Agreement (without taking into account amounts deferred, if any, by Executive under the EDCP) and the Company hereby waives any right to deny Executive the MIP Bonus for fiscal year 2009 as set forth in Section 3(a) above, either by amending the performance criteria or by terminating the MIP Bonus Agreement pursuant to its authority under Section 11 of the MIP Bonus Agreement unless such amendment or termination of the MIP Bonus Agreement is in connection with an amendment or termination of the fiscal 2009 Management Incentive Program or other such arrangements applicable to all MIP participants.

     4. Certain Other Activities of Executive.

          (a) Service on Boards of Directors of Suppliers and Customers. The Company understands that Executive has indicated a desire to serve on the boards of directors of suppliers and customers of the Company or any of its subsidiaries following his retirement from the Company and from his service as Chairman of the Board and as a Director of the Company. The Company hereby agrees that Executive’s service on such boards of directors will not be considered a violation of any of Executive’s restrictive covenant obligations contained in the EDCP, the SERP, any stock option grant agreements, and any other applicable benefit plan of the Company; provided that, (A) Executive obtains the prior written consent of the Presiding Director or Chairman of the Board of the Company (other than Executive), whose consent shall not be unreasonably withheld; and (B) Executive agrees that he will not (i) use his contacts at the Company or any of its subsidiaries to, or otherwise attempt to influence any business transactions between any such entity and the Company or any of its subsidiaries, or (ii) disclose any trade secrets or confidential information of the Company or any of its subsidiaries to any such entity.

          (b) International Consulting Services.

               (i) The Company further understands that Executive has indicated his desire to provide consulting services to companies or other business entities in countries other than the United States or Canada following his retirement from the Company and from his service as the Chairman of the Board and a Director of the Company. The Company hereby agrees that Executive’s provision of such consulting or other similar services to such companies or other business entities will not be considered a violation of any of Executive’s restrictive covenant obligations contained in the EDCP, the SERP, any stock option grant agreements, and any other applicable benefit plan of the Company; provided that Executive obtains the prior written consent of the Presiding Director or Chairman of the Board of the Company (other than

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Executive), whose consent shall not be unreasonably withheld. Executive shall provide written notice to the Company at least thirty (30) days prior to the date Executive expects to commence providing any such services, which such notice shall include the name of the company or other business entity for which Executive will provide such services, the country or countries in which such company or other business entity distributes or otherwise sells its products, and the date upon which Executive expects to commence providing such services.

               (ii) In the event the Company or any of its subsidiaries commences the distribution of products either (A) through the acquisition or formation of one or more subsidiaries, joint ventures or other business operations; or (B) by entering into an arrangement to distribute or otherwise sell the Company’s or any of its subsidiaries’ products, whether in the form of a franchising arrangement, licensing arrangement, sub-distribution arrangement, or other similar arrangement, in which Executive is then providing consulting or other similar services, the Company shall provide written notice to Executive of the Company’s or any of its subsidiaries’ commencement of distribution or sale of product into such country or countries, and Executive shall have six (6) months from the date of receipt of such notice to cease such consulting or similar services in the country or countries set forth in such notice. In the event Executive fails to cease providing consulting or other similar services before the end of such six (6) month period, Executive’s benefits under the SERP, the EDCP, any stock option grant agreements or other benefit plans may be subject to forfeiture pursuant to the terms of such plans.

     5. Acknowledgment of OWBPA Rights.

     Executive acknowledges that he has thoroughly discussed all aspects of this Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is voluntarily entering into this Agreement. Executive shall have twenty-one (21) days to review and consider this Agreement before executing it, but may waive this twenty-one (21) day period at his own voluntary election. Executive acknowledges and understands that he shall have seven (7) days after signing this Agreement during which he may revoke this Agreement by providing written notice to Company within seven (7) days following its execution. Any notice of revocation of this Agreement shall not be effective unless given in writing and received by Company within the seven-day revocation period via personal delivery, overnight courier, or certified U.S. mail, return receipt requested, to Sysco Corporation, 1390 Enclave Parkway, Houston, TX 77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN.

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     6. Severability.

     If any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, such provision shall be deemed modified to most closely resemble the original intent of the parties, without invalidating the remainder of this Agreement; and such shall not affect any other independent provision of this Agreement and each other independent provision of this Agreement shall be enforced to the full extent permitted by law.

     7. Resolution of Disputes.

          (a) If a legally cognizable dispute arises out of or relates to any aspect of this Agreement or the breach, termination, or validity thereof, the parties agree to resolve the dispute by binding arbitration before the American Arbitration Association (“AAA”). Disputes subject to binding arbitration include, without limitation, (1) all tort and contract claims; (2) claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended, and the Employee Retirement Income Security Act of 1974; and (3) claims against the Company’s subsidiaries, affiliated and successor companies, and claims against the Company that include claims against the Company’s agents and employees, whether in their capacity as such or otherwise.

          (b) Arbitration proceedings shall be held in Houston, Texas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the Employment Dispute Resolution Rules of the AAA in effect on the date of this Agreement, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

          (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law, and without regard to conflict or choice of law principles. The arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement; an award of punitive, exemplary, statutory, or compensatory damages; the issuance of an injunction or other provisional relief; the a declaration of the forfeiture of amounts due or claimed to be due; or the imposition of sanctions for abuse or frustration of the arbitration process.

          (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party shall be subject to reimbursement from the other party as part of any award of the arbitrator.

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          (e) By initialing below, Executive and the Company acknowledge that each has read the provisions of this Section 7 and agree to arbitration as provided herein. (A duly authorized officer of the Company shall provide his or her initials on behalf of the Company.)

           /s/ RJS Executive’s Initials                 /s/ MCN Company Officer’s Initials

     8. Tax Matters and Section 409A Compliance.

          (a) The Company shall withhold all applicable taxes from amounts paid to you hereunder and shall pay such withheld taxes over to the proper taxing authorities.

          (b) This Agreement is intended to comply with, or otherwise be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and Treasury guidance promulgated thereunder (“Section 409A”).

          (c) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A.

     9. Notice.

          For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

 

If to the Executive:

 

At the last known address shown in the Company’s personnel records.

 

 

If to the Company:

 

Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077-2099
Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

     10. General Provisions.

          (a) This Agreement and the covenants, representations, warranties and releases contained herein shall inure to the benefit of and be binding upon Executive and Company and each of their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and representatives.

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          (b) Each party acknowledges that no one has made any representation whatsoever not contained herein concerning the subject matter hereof in order to induce the execution of this Agreement.

          (c) Except in the event that Company publicly files this Agreement or otherwise publicly discloses its terms and conditions, Executive agrees that the terms and conditions of this Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain confidential and not be disseminated to any person or entity not a party to this Agreement except to family members, legal counsel, an accountant for purposes of securing tax advice, the Internal Revenue Service, or state taxing agencies.

          (d) The “Effective Date” of this Agreement shall be the eighth (8th) day after the execution of the Agreement by Executive.

          (e) This Agreement does not constitute an admission of any liability.

          (f) Neither this Agreement nor any provision hereof may be modified or waived in any way except by an agreement in writing signed by each of the parties hereto consenting to such modification or waiver.

          (g) This Agreement shall in all respects be interpreted, enforced and governed under the internal laws (and not the conflicts of laws and rules) of Delaware.

          (h) Each of the parties represents and warrants that he or it is legally viable and competent to enter into this Agreement, is relying on independent judgment and the advice of legal counsel and has not been influenced, pressured, or coerced to any extent whatsoever in making this Agreement by any representations or statements made by any party, and/or any person or persons representing any party, and that the individuals executing this Agreement on his or its behalf are authorized to do so.

          (i) This Agreement expressly supersedes all other prior agreements or other arrangements by and between Company and Executive with respect to the compensation and benefits payable by Company to Executive, including all of Company’s payment obligations for compensation set forth in any employment agreement between the parties, whether or not in writing, and that such prior agreements or arrangements with respect to compensation and benefits payable by Company to Executive shall upon the Effective Date be null and void and of no force and effect whatsoever. Notwithstanding the foregoing, (A) except as expressly modified herein, the terms and conditions of the Severance Agreement shall remain in full force and effect as to Executive through the Severance Termination Date, and thereafter shall become null and void and of no force or effect whatsoever, and (B) the terms and conditions of all benefit plans and programs maintained by the Company, including without limitation the MIP Bonus Agreement, shall remain in full force and effect as to Executive except as expressly modified by this Agreement.

[Signatures on Following Page]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth below.

EXECUTED THIS 19th DAY OF JANUARY, 2009.

 

 

 

 

 

EXECUTIVE:

 

/s/ Richard J. Schnieders  

 

  

  

Print Name: Richard J. Schnieders 

 

EXECUTED THIS 19th DAY OF JANUARY, 2009.

COMPANY: Sysco Corporation

 

 

 

 

 

By:  

/s/ Michael C. Nichols  

 

 

 

Michael C. Nichols 

 

 

 

Sr. Vice President, General Counsel and Corporate Secretary 

 

 

 

8

 
 
 
 
 
SEVERANCE AGREEMENT - RICHARD J. SCHNIEDERS
 
                                                                  EXHIBIT 10(ii)
 
                          EXECUTIVE SEVERANCE AGREEMENT
 
      THIS AGREEMENT is entered into as of the 6th day of July, 2004 by and
between Sysco Corporation, a Delaware corporation (the "Company"), and Richard
J. Schnieders ("Executive").
 
                                   WITNESSETH
 
      WHEREAS, the Company considers the establishment and maintenance of a
sound and vital management team to be essential to protecting and enhancing the
best interests of the Company and its stockholders; and
 
      WHEREAS, the Company recognizes that, as is the case with many publicly
held corporations, the possibility of the termination of an executive's
employment without cause may lead to the distraction of management personnel or
inhibit proper strategic planning to the detriment of the Company and its
stockholders; and
 
      WHEREAS, Executive currently serves as a senior officer of the Company;
and
 
      WHEREAS, the Board (as defined in Section 1) has determined that it is in
the best interests of the Company and its stockholders to secure Executive's
continued services and to ensure Executive's undivided dedication to his duties
without being influenced by the Executive's uncertainty as to the Executive's
employment; and
 
      WHEREAS, the Board has authorized the Company to enter into this
Agreement.
 
      NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:
 
      1. Definitions: As used in this Agreement, the following terms shall have
the respective meanings set forth below:
 
            (a) "Board" means the Board of Directors of the Company.
 
            (b) "Cause" means as determined by the Board in good faith: (1) a
material breach by Executive of the duties and responsibilities of Executive or
any written policies or directives of the Company (other than as a result of
incapacity due to physical or mental illness) which is (i) willful or involves
gross negligence, and (ii) not remedied within fifteen (15) days after receipt
of written notice from the Company which specifically identifies the manner in
which such breach has occurred; (2) Executive commits any felony or any
misdemeanor involving willful misconduct (other than minor violations such as
traffic violations) that causes damage to the property, business or reputation
of the Company, as determined in good faith by the Board; (3) Executive engages
in a fraudulent or dishonest act, as determined in good faith by the Board; (4)
Executive engages in habitual insobriety or the use of illegal drugs or
substances; or (5) Executive breaches his fiduciary duties to the Company, as
determined in good faith
 
<PAGE>
 
by the Board. The Company must notify Executive of any event constituting Cause
within ninety (90) days following the Company's knowledge of its existence or
such event shall not constitute Cause under this Agreement.
 
            (c) "Date of Termination" means the effective date on which
Executive's employment by the Company is terminated as specified in a prior
written notice from the Company to Executive or from Executive to the Company,
as the case may be, pursuant to Section 11(b) hereof.
 
            (d) "Good Reason" means (i) the Company's demotion of the Executive
to a lesser position than the position in which he is serving prior to such
demotion provided however, Good Reason shall not occur if Executive ceases to be
Chairman of the Board but remains the Chief Executive Officer; (ii) the
assignment to Executive of duties materially inconsistent with his position or
material reduction of the Executive's duties, responsibilities or authority, in
either case without the Executive's prior written consent; (iii) any reduction
in Executive's base salary without the Executive's prior consent unless other
executives who are parties to agreements similar to this one also suffer a
comparable reduction in their base salaries; or (iv) unless agreed to by
Executive, the relocation of Executive's principal place of business outside of
the metropolitan area of Houston, Texas, in each case not remedied by the
Company within fifteen (15) days after receipt by the Company of written
notification from Executive as provided in Section 11(b) which specifically
identifies the Good Reason. The Executive must notify Company of any event that
constitutes Good Reason within ninety (90) days following the Executive's
knowledge of its existence or such event shall not constitute Good Reason under
this Agreement.
 
            (e) "Permanent Disability" means the failure of the Executive to
perform the Executive's duties with the Company on a full-time basis as a result
of an incapacity due to mental or physical illness and such incapacity results
in Executive being eligible for and entitled to receive disability payments
under the Disability Income Plan sponsored by the Company.
 
      2. Payments Upon Termination of Employment by Death, Permanent Disability,
for Cause or Executive's Resignation without Good Reason.
 
            (a) The Executive's employment shall terminate automatically upon
the Executive's death during the period of his employment or resignation without
Good Reason.
 
            (b) If Executive resigns as an employee without Good Reason prior to
reaching age 60, notwithstanding anything contained in the Sysco Corporation
Supplemental Executive Retirement Plan (the "SERP") to the contrary, Executive
shall forfeit all benefits under the SERP. Termination of employment by reason
of death or Permanent Disability shall not be deemed a "resignation."
 
            (c) If the Company determines in good faith that a Permanent
Disability of the Executive has occurred while Executive is employed, it may
give the
 
                                       2
<PAGE>
 
Executive written notice in accordance with Section 11(b) of its intention to
terminate the Executive's employment. In such event, the Executive's employment
with the Company shall terminate effective on the day specified in such notice
to the Executive.
 
            (d) In the event the Executive dies, becomes Permanently Disabled
during the period of his employment, resigns without Good Reason or the Company
terminates Executive's employment for Cause by giving written notice as provided
in Section 11(b), the Company shall have no obligation to make any severance
payments or provide any severance benefits to Executive pursuant to this
Agreement. Executive shall be paid his base salary through the date of death or
the effective date of the resignation without Good Reason or the Date of
Termination and the amounts that would be owed under Section 3(a)(2) hereof.
 
      3. Payments Upon Termination of Employment by Company Without Cause.
 
            (a) If the Company terminates the employment of Executive without
Cause, Executive shall be paid his base salary through the date of Termination,
and if Executive executes a release substantially in the form attached hereto as
Exhibit A:
 
                  (1) The Company shall pay to Executive (or Executive's
beneficiary or estate), subject to Section 3(b) hereof, commencing thirty (30)
days following the later of (A) the Date of Termination and (B) the date the
Company receives the release as above described executed by Executive for which
any revocation period in such release has lapsed, as compensation for services
rendered to the Company, a monthly payment for 24 months equal to the sum of:
 
                        (i) Executive's monthly base salary (before any elective
deferrals under any Company plans) in effect on the Date of Termination, plus;
 
                        (ii) An amount equal to one twelfth (1/12) of the
average annual bonus paid to Executive under the Sysco Corporation 2000
Management Incentive Plan, or such Plan's predecessor, successor or replacement
plan, (before any elective deferrals under any Company plans) for the preceding
five (5) fiscal years ended prior to the Date of Termination; and
 
                        (iii) An amount equal to the monthly cost to Executive
for continued coverage under the Company's group health benefit insurance plans
under Section 4980B of the Internal Revenue Code of 1986 (COBRA), regardless of
whether Executive elects to be covered by COBRA.
 
                  (2) Within thirty (30) days of the receipt of the signed
release required under Section 3(a), Company shall pay to Executive any unpaid
bonuses earned in a fiscal year ended prior to the Date of Termination, accrued
but unused vacation time and any unreimbursed business expenses owed under the
Company's expense reimbursement policies; and
 
                  (3) Upon the latter to occur of both (i) 30 days after the
receipt of the signed release required under Section 3(a) and (ii) 90 days
following the end of the
 
                                       3
<PAGE>
 
fiscal year during which the Date of Termination occurs, the Company shall pay
to Executive a fraction of the bonus the Executive would have earned for such
fiscal year (excluding any deferred or matching amounts to which he would have
been entitled) under the Sysco Corporation 2000 Management Incentive Plan, or
such Plan's successor or replacement plan, had Executive not been terminated, as
determined by the Company, in its sole discretion the numerator of such fraction
being the number of days in the fiscal year prior to the Date of Termination and
the denominator being 365.
 
                  (4) If the Date of Termination occurs before Executive has
reached the age of 60, then for purposes of the SERP, notwithstanding
Executive's actual age, he shall be deemed to be 60 years of age as of the Date
of Termination and entitled to the benefits under the SERP as if he were 60
years of age at the Date of Termination; and
 
                  (5) If, at the Date of Termination (i) the Sysco Corporation
Executive Deferred Compensation Plan (the "Deferred Comp Plan") has been amended
to permit the accelerated vesting of unvested benefits prior to age 60, (ii) the
Executive has been designated as an executive entitled to such accelerated
vesting and (iii) the Executive has not reached the age of 60, he shall be
entitled to receive 100% of the unvested benefits (in addition to all vested
benefits) under the Deferred Comp Plan and he shall be entitled to receive the
payment of such benefits in a single payment not more than 60 days after the
receipt of the signed release required under Section 3(a).
 
            (b) Notwithstanding the provisions of Section 3(a), if at any time
within the two years following the Date of Termination, Executive, without prior
written consent of the Company, directly or indirectly owns, operates, manages,
controls or participates in the ownership, management, operation or control of
or is employed by, or is paid as a consultant or other independent contractor
to, a business which competes with the Company (or any subsidiary of the
Company) in a trade area served by the Company (or a subsidiary of the Company)
as of the date of this Agreement, and the Executive continues to be so engaged
60 days after written notice has been given to him to cease such activity, he
shall forfeit all amounts thereafter due the Executive under Section 3(a)
hereof.
 
            (c) Any amounts paid pursuant to Section 3(a) herein shall be in
lieu of any other amount of severance relating to salary or bonus continuation
to be received by Executive upon termination of employment of Executive under
any severance plan or policy of the Company. For purposes of this Agreement,
benefits under the SERP and the Deferred Comp Plan shall not be considered
severance, salary or bonus continuation payments.
 
      4. Requirement of an Additional Payment in Certain Circumstances.
 
            (a) In the event all or any portion of a payment or acceleration
right pursuant to this Agreement, or any other agreement, plan, instrument or
obligation to which Executive is a party or of which Executive is a beneficiary
(an "Other Company Obligation") is treated as an "excess parachute payment" (as
defined in Section 280G(b)(1) of the Code) which is subject to the excise tax
(the "Excise Tax") imposed by Section 4999 of the Code, the Company shall make
the Additional Payments (defined
 
                                       4
<PAGE>
 
below) either directly to Executive in cash or, with respect to Excise Taxes or
other taxes subject to withholding, by payment of such taxes to the appropriate
taxing authority on Executive's behalf, notwithstanding any contrary provision
in this Agreement or any Other Company Obligation.
 
            (b) The term "Additional Payment" means a payment in an amount equal
to the sum of (1) the Excise Taxes payable by Executive on any payment or
acceleration right pursuant to this Agreement or any Other Company Obligation
which is treated as an excess parachute payment, plus (2) the additional Excise
Taxes, federal and state income taxes and employment taxes to the extent such
taxes are imposed in respect of the Additional Payment, such that Executive
shall be in the same after-tax position and shall have received the same
benefits that he would have received if the Excise Taxes had not been imposed.
For purposes of calculating the income taxes attributable to the Additional
Payment, Executive shall be deemed for all purposes to pay federal income taxes
at the highest marginal rate of federal income taxation for individuals in the
calendar year in which the Additional Payment is to be made, and, if applicable,
at the highest marginal state income tax rate to which Executive is subject with
respect to the Additional Payment, net of the maximum reduction in federal
income taxes that could be obtained from deduction of such state taxes. An
example of the calculation of an Additional Payment is set forth below. Assume
that the Excise Tax rate is 20%, the highest marginal federal income tax rate is
40%, Executive is subject to federal employment taxes at a rate of 2.9% and
Executive is not subject to state income taxes. Further assume that Executive
has received an excess parachute payment in the amount of $200,000, on which
$40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required
Additional Payment is thus computed to be $107,817, i.e., the Additional Payment
of $107,817, less additional Excise Taxes on the Additional Payment of $21,563
(i.e., 20% x $107,817), income taxes of $43,127 (i.e., 40% x $107,817),
employment taxes of $3,127 (i.e., 2.9% x $107,817) yields $40,000, the amount of
the Excise Taxes payable in respect of the original excess parachute payment.
 
            (c) Executive agrees to reasonably cooperate with the Company to
minimize the amount of parachute payments or excess parachute payments,
including, without limitation, assisting the Company in establishing that some
or all of the payments received by Executive are not "contingent on a change,"
as described in Section 280G(b)(2)(A)(i) of the Code and the regulations
thereunder, or that some or all of such payments are reasonable compensation for
personal services actually rendered by Executive before the date of such change
or to be rendered by Executive on or after the date of such change if such
arguments are reasonably available. In the event that the Company is able to
establish that the amount of an excess parachute payment is less than originally
anticipated by Executive, or if Executive becomes entitled to receive a tax
refund with respect to Excise Taxes or Additional Payments, Executive shall
refund to the Company any excess Additional Payment to the extent not required
to pay Excise Taxes, income or employment taxes (including those incurred in
respect of receipt of any Additional Payment). Notwithstanding the foregoing,
except as otherwise required by Section 4(g) hereof, Executive shall not be
required to take any action which his attorney or tax advisor advises him in
writing that exposes him to any penalties imposed by the Code. Executive may
require the Company to deliver to Executive an indemnification
 
                                       5
<PAGE>
 
agreement in form and substance reasonably satisfactory to Executive as a
condition to taking any action required by this subsection (c).
 
            (d) The Company shall make the Additional Payments required to be
made under this Section 4 not less than thirty (30) days before the Excise Tax
with respect to any excess parachute payment to which Section 4(a) is applicable
is due. Any Additional Payment required to be paid by the Company under this
Section 4 which is not paid within 30 days of receipt by the Company of
Executive's written demand therefor shall thereafter be deemed delinquent, and
the Company shall pay to Executive immediately upon demand interest at a
variable rate equal to the prime rate, as reported in the Wall Street Journal
"Money Rates" from time to time (the "Prime Rate") from the date such Additional
Payment becomes delinquent to the date of payment of such delinquent sum with
interest.
 
            (e) In the event that there is any change to the Code which results
in the recodification of Section 280G or Section 4999 of the Code, or in the
event that either such sections of the Code is amended, replaced or supplemented
by other provisions of the Code having a similar effect ("Successor
Provisions"), then this Agreement shall be applied and enforced with respect to
such new Code provisions in a manner consistent with the intent of the parties
as expressed herein, which is to assure that Executive is in the same after-tax
position and has received the same benefits that he would have been in and
received if any taxes imposed by Section 4999 (or any Successor Provisions) had
not been imposed on any payments due him pursuant to this Agreement and any
Other Company Obligation.
 
            (f) All determinations required to be made under this Section 4
including, without limitation, whether an Additional Payment is required, and
the amount of such Additional Payment and the assumptions to be utilized in
arriving at such determinations, unless otherwise expressly set forth in this
Agreement, shall be made within 45 days from the Date of Termination of
Executive's employment with the Company by the independent tax consultant(s)
selected by the Company and reasonably acceptable to Executive ("Tax
Consultant"). The Tax Consultant must be a qualified tax attorney or certified
public accountant. All fees and expenses of the Tax Consultant shall be paid in
full by the Company.
 
            (g) The Company and Executive shall report the federal and state tax
consequences of any payment or acceleration right subject to Section 4(a) above
in good faith and in a manner reasonably consistent with determinations made by
the Tax Consultant. Executive shall not take a position inconsistent with such
determinations by Tax Consultant in any proceeding related to the determination
of any tax unless otherwise agreed to in writing by the Company. If Executive's
tax advisor reasonably believes that a position with respect to any payment or
acceleration right subject to Section 4(a) could expose Executive to penalties
under the Code, Executive shall not be required to report such payment or
acceleration right consistent with such position unless the Company causes the
Tax Consultant to provide Executive with a "more likely than not" opinion
reasonably satisfactory to Executive's tax advisor. Upon receipt of such tax
opinion, Executive shall report the federal and state income tax consequences of
the payment or
 
                                       6
<PAGE>
 
acceleration right subject to the opinion in a manner consistent with the
opinion, and shall take no position inconsistent with the opinion in any
proceeding related to the determination of any tax unless otherwise agreed to in
writing by the Company.
 
            (h) The Company shall indemnify and hold harmless the Executive, on
an after-tax basis, from any costs, expenses, penalties, fines, interest or
other liabilities ("Losses") incurred by Executive with respect to the exercise
by the Company of any of its rights under this Section 4, including, without
limitation, any Losses related to the Company's decision to contest a claim of
any imputed income, or otherwise with respect to Executive's liability for any
Excise Tax, or any losses related to any erroneous determination made by the Tax
Consultant pursuant of subsection (f) of this Section 4. The Company shall pay
all fees and expenses incurred under this Section 4, and shall promptly
reimburse Executive for the reasonable expenses incurred by Executive in
connection with any actions taken by the Company or required to be taken by
Executive hereunder. Any payments owing to Executive and not made within 30 days
of delivery to the Company of evidence of Executive's entitlement thereto shall
be paid to Executive together with interest at the Prime Rate.
 
      5. Payments Upon Termination of Employment by Executive for Good Reason.
 
            (a) The Executive's employment may be terminated by Executive for
Good Reason by providing written notice as required by Section 11(b) setting
forth a Date of Termination not less than fifteen (15) days or more than sixty
(60) days from receipt of such notice, provided the Company has not remedied the
event creating the Good Reason within fifteen (15) days of receipt of such
notice.
 
            (b) Termination of employment by the Executive for Good Reason shall
be deemed, for purposes of this Agreement, as a termination of employment by the
Company without Cause and Executive shall be entitled to the benefits and
subject to the obligations of Sections 3 and 4 hereof.
 
            (c) The Executive's mental or physical incapacity following the
occurrence of an event described in the definition of Good Reason shall not
affect Executive's ability to terminate employment for Good Reason.
 
            6. Waiver of "Cut Back" Provisions in SERP and Deferred Comp Plan.
This Agreement has been approved by the Compensation Committee of the Board of
Directors of the Company and, subject to the amendment of the SERP and Deferred
Comp Plan to allow for the waiver of the provisions of Section 6.8 of the SERP
and Section 6.10 of the Deferred Comp Plan, is intended to constitute an
agreement which is exempt from the provisions of Section 6.8 of the SERP and
Section 6.10 of the Deferred Comp Plan.
 
      7. Withholding Taxes. The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes that, by applicable
federal, state, local or other law, the Company is required to withhold
therefrom.
 
                                       7
<PAGE>
 
      8. Term of Agreement. This Agreement shall be effective on the date hereof
and shall continue in effect until the employment of the Executive terminates,
provided that the obligations under Section 3 shall survive without such
limitation.
 
      9. Employment with the Company. Executive agrees that he is an
employee-at-will and that nothing in this Agreement shall create any express or
implied right of continued employment by the Company. Executive's employment may
be terminated at any time by the Company with or without Cause.
 
      10. Successors; Binding Agreement.
 
            (a) This Agreement shall be binding on the Company, its successors
and assigns.
 
            (b) This Agreement shall inure to the benefit of and be enforceable
by Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive shall die
while any amounts remain to be payable to Executive hereunder had Executive
continued to live, all such amounts shall be paid in accordance with the terms
of this Agreement to such person or persons appointed in writing by Executive to
receive such amounts or, if no person is so appointed, to Executive's estate.
 
      11. Notice.
 
            (a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered or five (5) days after deposit in
the United States mail, certified and return receipt requested, postage prepaid,
addressed as follows:
 
            If to the Executive: At the last known address shown in the
Company's personnel records.
 
            If to the Company:   SYSCO Corporation
                                 1390 Enclave Parkway
                                 Houston, TX  77077-2099
                                 Attention:  General Counsel
 
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
 
            (b) A written notice terminating Executive's employment shall set
forth the Date of Termination and shall (1) indicate the specific termination
provision in this Agreement relied upon, (2) set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provision so indicated and (3) specify the
termination date (which date shall be not less than fifteen (15) nor more than
sixty (60) days after the giving of such notice). The failure by the
 
                                       8
<PAGE>
 
Company or Executive to set forth in such notice any fact or circumstance which
contributes to a showing of Cause, Good Reason, or Permanent Disability shall
not waive any right of the Company or Executive from asserting such fact or
circumstances in enforcing the Company's or Executive's rights hereunder.
 
      12. Post Termination Employment. Executive shall not be obligated to seek
or accept other employment or take other action to mitigate of the amounts
payable to Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not Executive obtains other employment.
 
      13. Reimbursement of Legal and Advisory Expenses. The Company will
reimburse Executive for the legal and advisory fees incurred by Executive in
connection with the negotiation and execution of this Agreement.
 
      14. Resolution of Disputes.
 
            (a) If a legally cognizable dispute arises out of or relates to this
Agreement or the breach, termination, or validity thereof, and if said dispute
cannot be settled through direct discussions, the parties agree to resolve the
dispute by binding arbitration before the American Arbitration Association
("AAA"). Arbitration proceedings shall be held in Houston, Texas, or at such
other place as may be selected by the mutual agreement of the parties. The
arbitration shall proceed in accordance with the Employment Dispute Resolution
Rules of the AAA in effect on the date of this Agreement, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.
 
            (b) Disputes subject to binding arbitration pursuant to this section
include all tort and contract claims, as well as claims brought under all
applicable federal, state or local statutes, laws, regulations or ordinances,
including but not limited to, Title VII of the Civil Rights Act of 1964, as
amended, the Family and Medical Leave Act; the Americans with Disabilities Act;
the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of
1938, as amended; the Age Discrimination in Employment Act, as amended; the
Equal Pay Act; the Civil Rights Act of 1866, as amended; and the Employee
Retirement Income Security Act of 1974. Disputes subject to binding arbitration
pursuant to this section also include claims against the Company's parent and
subsidiaries, and affiliated and successor companies, and claims against the
Company that include claims against the Company's agents and employees, in their
capacity as such and otherwise.
 
            (c) The arbitration award shall be in writing and shall specify the
factual and legal bases for the award. In rendering the award, the arbitrator
shall determine the respective rights and obligations of the parties according
to the laws of the State of Delaware or, if applicable, federal law. The
arbitrator shall have the authority to award any remedy or relief that a federal
or state court within the State of Delaware could order or grant, including
without limitation, specific performance of any obligation created under this
Agreement; an award of punitive, exemplary, statutory, or compensatory damages;
the issuance of an injunction or other provisional relief; or the imposition of
sanctions for abuse or frustration of the arbitration process.
 
                                       9
<PAGE>
 
            (d) Each party shall pay for its own fees and expenses of
arbitration including the expense of its own counsel, experts, witnesses and
preparation and presentation of evidence, except that the cost of the arbitrator
and any filing fee exceeding the applicable filing fee in federal court shall be
paid by the Company; provided, however, that all reasonable costs and fees
necessarily incurred by any party are subject to reimbursement from the other
party as part of any award of the arbitrator.
 
            (e) By initialing below, Executive and the Company acknowledge that
each has read the provisions of this Section 14 and agree to arbitration as
provided herein. (A duly authorized officer of the Company shall provide his or
her initials on behalf of the Company.)
 
SYSCO CORPORATION                                   EXECUTIVE
 
BY:      /s/ RGM                                             /s/ RJS
   ---------------------                            ---------------------------
 
      15. Cooperation and Non-Disparagement.
 
            (a) If Executive's employment is terminated with or without Cause,
Executive agrees to cooperate to the extent and in the manner requested by the
Company at the Company's expense, in the prosecution or defense of any actual,
threatened or potential claims, litigation or other proceeding involving the
Company including meeting with the Company and its counsel at their request for
interviews. The Company, its management and its counsel shall cooperate fully
with Executive as to the level of interference with Executive's other business
and personal commitments so as to minimize the level of inconvenience to
Executive. To the extent reasonably possible, Executive's services shall be
rendered by personal consultation at Executive's residence or office, wherever
maintained, or by correspondence through the mails, telephone, facsimile or
electronic mail, including weekends and evenings, as may be most convenient to
Executive. Executive shall not be obligated to (i) occupy any office of the
Company or any of its subsidiaries, or (ii) render any services whatsoever to
the Company or any of its subsidiaries other than those specified in this
Section 15. The Company shall reimburse Executive for all documented
out-of-pocket expenses reasonably incurred by Executive in complying with
Executive's obligations hereunder, in accordance with the Company's normal
expense reimbursement policies for senior executives.
 
            (b) If Executive's employment is terminated with or without Cause,
Executive and the Company agree that neither shall make any disparaging comments
or accusations detrimental to the reputation, business, or business
relationships of the other except in connection with legal proceedings. In the
event that Executive becomes legally compelled to disclose information that may
be disparaging to the Company, or detrimental to the business or business
relationships of the Company, he shall provide the Company with prompt notice so
that it may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement. In the event that such
protective order remedy is not obtained, or that the party about whom the
disclosure is to be made waives compliance with the provisions of this
Agreement, Executive will furnish
 
                                       10
<PAGE>
 
only such information that he is advised by written opinion of counsel (such
counsel's opinion to be obtained at the expense of the party seeking the
protective order) is legally required and will exercise his best efforts to
obtain a protective order or other reliable assurance that confidential
treatment will be accorded any confidential information. This Section 15 shall
not apply to disparaging comments or accusations made in testimony or pleadings
in connection with any claims asserted by Executive in a court of law. If
Executive shall violate this Section 15(b) he shall forfeit all amounts
thereafter due under Sections 3(a) and (b) hereof.
 
      16. Governing Law. The interpretation, construction and performance of
this Agreement shall be governed by and construed and enforced in accordance
with the internal laws of the state of Delaware without regard to the principle
of conflicts of laws.
 
      17. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
 
      18. Severability. Provided the other provisions of this Agreement do not
frustrate the purpose and intent of the law, in the event that any portion of
this Agreement shall be determined to be invalid or unenforceable to any extent,
the same shall to that extent be deemed severable from this Agreement and the
invalidity or unenforceability thereof shall not affect the validity and
enforceability of the remaining portion of this Agreement.
 
      19. Miscellaneous. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and signed by
Executive and by a duly authorized officer of the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Failure by Executive
or the Company to insist upon strict compliance with any provision of this
Agreement or to assert any right Executive or the Company may have hereunder,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement. Except as otherwise specifically provided
herein, the rights of, and benefits payable to, Executive, Executive's estate or
Executive's beneficiaries pursuant to this Agreement are in addition to any
rights of, or benefits payable to, Executive, Executive's estate or Executive's
beneficiaries under any other employee benefit plan or compensation program of
the Company, except as herein specifically provided.
 
                                       11
<PAGE>
 
      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer of the Company and Executive has executed this
Agreement as of the day and year first above written.
 
SYSCO CORPORATION                           EXECUTIVE
 
By: /s/ Richard G. Merrill                  /s/ Richard J. Schnieders
   ----------------------------------       ------------------------------------
        Richard G. Merrill                  Richard J. Schnieders
 
Title:  Chairman, Compensation & Stock      Chairman and Chief Executive Officer
        Option Committee of SYSCO           SYSCO Corporation
        Corporation's Board of Directors
 
Attested to on this 6th day of July, 2004.
 
/s/ Michael C. Nichols
---------------------------
Corporate Secretary
 
                                       12
 

 

 
 
FORM OF AMENDMENT TO SEVERANCE AGREEMENT
                                                                  EXHIBIT 10(kk)
 
                FIRST AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENT
 
 
         THIS AGREEMENT is entered into as of the 3rd day of September, 2004
by and between Sysco Corporation, a Delaware corporation (the "Company"), and
____________________ ("Executive").
 
                                   WITNESSETH
 
         WHEREAS, the Company and the Executive entered into an Executive
Severance Agreement dated as of _________, 2004 (the "Severance Agreement"); and
 
         WHEREAS, the parties desire to amend the Severance Agreement as
hereinafter provided.
 
         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and Executive hereby
agree as follows:
 
         1. Section 8 of the Severance Agreement is hereby deleted in its
entirety and a new Section 8 is substituted in lieu thereof, as follows:
 
                  8. Term of Agreement. This Agreement shall be effective on the
                  date hereof and shall continue in effect, notwithstanding any
                  termination of the Executive's Employment, until all
                  obligations of the parties hereunder are satisfied.
 
         2. All other terms and conditions of Severance Agreement shall remain
in full force and effect as therein contained.
 
         IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Executive Severance Agreement to be executed by a duly authorized officer of the
Company and Executive has executed this agreement as of the day and year first
above written.
 
SYSCO CORPORATION                           EXECUTIVE
 
BY:
    -------------------------------         -------------------------------
          Richard G. Merrill
                                            -------------------------------
 
Title: Chairman, Compensation
       & Stock Option Committee of
       SYSCO Corporation's Board
       of Directors
 
Attested as of September 3, 2004
 
 
-------------------------------
Michael C. Nichols, Secretary