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EXHIBIT 10(r)
FIRST AMENDMENT TO
SYSCO CORPORATION
1995 MANAGEMENT INCENTIVE PLAN
WHEREAS, by unanimous written consent of the Board of Directors of Sysco
Corporation (the "Company"), the Company approved an amendment to the Sysco
Corporation 1995 Management Incentive Plan (the "Plan") as more particularly set
forth below;
NOW, THEREFORE, the Plan is hereby amended as follows:
I. Defined Terms. Initially capitalized terms used in this Amendment
which are not otherwise defined by this Amendment are used with the same meaning
ascribed to such terms in the Plan.
II. Amendment.
1. Section 1 of the Plan is amended by deleting the first
sentence of such Section 1 in its entirety and substituting the following in
lieu thereof:
"The purpose of the Plan is to reward (i) certain key management
personnel for outstanding performance in the management of the
divisions or Subsidiaries (as hereinafter defined) of the Company
and (ii) certain corporate personnel for managing the operations
of the Company as a whole and/or managing the operations of
certain Subsidiaries (as hereinafter defined). For purposes of
the Plan, the term "Subsidiary" means (a) any corporation which
is a member of a "controlled group of corporations" which
includes the Company, as defined in Code Section 414(b), (b) any
trade or business under "common control" with the Company, as
defined in Code Section 414(c), (c) any organization which is a
member of an "affiliated service group" which includes the
Company, as defined in Code Section 414(m), (d) any other entity
required to be aggregated with the Company pursuant to Code
Section 414(o), and (e) any other organization or employment
location designated as a "Subsidiary" by resolution of the Board
of Directors."
2. Section 4 of the Plan is amended by deleting the first
sentence of such Section 4 and substituting the following in lieu thereof:
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"The bonus which a Participant can earn is based (i) on the
performance of the Company as a whole and (ii) (A) (as to
Subsidiary Participants and possibly Designated Participants)
either the performance of the Subsidiary which employs such
Participant or the performance of the Subsidiary designated by
the Plan Compensation Committee as the Subsidiary by reference to
which the bonus is to be determined and (B) (as to Corporate and
possibly Designated Participants) the performance of a select
group of Subsidiaries, subject to the discretion of the Plan
Compensation Committee to formulate a different bonus structure
as to any Participant, other than Senior Executive Participants."
3. Paragraph (A) of Section 4 is amended by deleting the first
paragraph of such Paragraph (A) of Section 4 and substituting the following in
lieu thereof:
"With respect to each Subsidiary Participant and each Senior
Executive Participant who would be a Subsidiary Participant but
for the application of the Executive Compensation Provisions, a
portion of the bonus may depend upon the return on capital and/or
increase in pretax earnings of the Subsidiary employing such
Participant or the Subsidiary designated by the Plan Compensation
Committee as the Subsidiary by reference to which the bonus is to
be determined; a portion of the bonus may depend upon the return
on stockholder's equity and increase in earnings per share of the
Company as a whole; and a portion of the bonus may depend upon
any one or more of the following performance factors: (i) sales
of the Company and/or one or more Subsidiaries, (ii) pretax
earnings of the Company, (iii) net earnings of the Company and/or
one or more Subsidiaries, (iv) control of operating and/or
nonoperating expenses of the Company and/or one or more
Subsidiaries, (v) margins of the Company and/or one or more
Subsidiaries, (vi) market price of the Company's securities, and
(vii) other objectively measurable factors directly tied to the
performance of the Company and/or one or more Subsidiaries. The
relative weights of the factors considered and the percentages of
the total bonus comprised by the portion of the bonus determined
with respect to the Subsidiary employing the Participant or the
Subsidiary designated by the Plan Compensation Committee as the
Subsidiary by reference to which the bonus is to be
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determined and the portion of the bonus determined with respect
to the Company shall be determined by the Plan Compensation
Committee in its sole discretion. Notwithstanding the foregoing,
the Plan Compensation Committee may alter the bonus formula with
respect to any such Participant by changing the performance
targets as determined in the sole discretion of the Committee."
III. Effectiveness. This Amendment shall be effective as of June 29, 1997.
IV. Ratification. Except as herein above amended and modified, the Plan
shall remain in full force and effect without further modification or amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
effective as of June 29, 1997 in accordance with Section 9 of the Plan and the
authority provided by the Board of Directors.
SYSCO CORPORATION
By: /s/ MICHAEL C. NICHOLS
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Name: Michael C. Nichols
Title: Vice President
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