EXHIBIT 10(bb)
FIRST AMENDMENT TO
THE SECOND AMENDED AND RESTATED
SYSCO CORPORATION
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED SYSCO
CORPORATION BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (this "Amendment").
WHEREAS, Sysco Corporation has adopted that certain Second Amended and
Restated Sysco Corporation Board of Directors Deferred Compensation Plan (the
"Plan") pursuant to a plan document effective as of April 1, 2002; and
WHEREAS, the Board of Directors of Sysco has determined to amend the
Plan so as to permit accelerated distributions upon participant request, subject
to certain conditions.
NOW, THEREFORE, the Plan is hereby amended as follows:
(Capitalized terms used but not otherwise defined herein shall have the meaning
given them in the Plan.)
1. Article I is hereby amended by deleting Sections 1.6 ("Change of
Control Payout Benefit") and 1.7 ("Change of Control Payout Election") in their
entirety.
2. Section 6.7 of the Plan is hereby amended in its entirety to read as
follows:
"6.7 Accelerated Distribution.
(a) Availability. Subject to the additional conditions
and limitations set forth in Sections 6.7(d) and 6.7(e) and
the forfeiture penalty pursuant to Section 6.7(b),
Participants and Beneficiaries may elect, by written request
to the Committee, to withdraw in a single lump sum payment all
or a portion of the Participant's Account, valued as of the
date the Accelerated Distribution election is received (any
amount elected to be withdrawn pursuant to this Section 6.7(a)
shall hereinafter be referred to as the "Elected Amount"). An
election that does not comply with all of the requirements of
this Section 6.7, including an election to withdraw an amount
that is less than the amount permitted by Section 6.7(e),
shall be void and of no effect. A distribution made pursuant
to this Section 6.7 (an "Accelerated Distribution") shall be
made as soon as administratively feasible after the
Committee's receipt of the Participant's or Beneficiary's
election to receive an Accelerated Distribution, but no later
than ninety (90) days following the Committee's receipt of
such election.
(b) Forfeiture Penalty. In the case of an Accelerated
Distribution, ten percent (10%) of the Elected Amount shall be
permanently forfeited (the "Forfeited Amount"), and such
Forfeited Amount shall be deducted from the Elected Amount
(the amount to be distributed to the Participant after
reducing the Elected Amount by the Forfeited Amount shall
hereinafter be referred to as the "Distributed Amount").
Neither the Participant nor the Participant's Beneficiary
shall have any right or claim to the Forfeited Amount, and the
Company shall have no obligation whatsoever to the
Participant, the Participant's Beneficiary or any other person
with regard to the Forfeited Amount.
(c) Procedure to Credit Interest and/or Deemed
Investment Earnings and Losses.
(i) Non-Pay Status Participants. In the case of a
Participant who has not experienced a distribution event under
Sections 6.2 or 6.3 prior to the date the Accelerated
Distribution election is received, the Distributed Amount
shall (A) be converted into a dollar value in accordance with
Section 4.3(e) as of the date the Accelerated Distribution
election is received, and (B) interest shall be credited to
such Distributed Amount beginning on the day following the
date the Accelerated Distribution election is received and
ending on the last day of the month in which the Accelerated
Distribution is paid. The interest rate shall be the interest
rate determined under Section 4.4(c). The Distributed Amount
and the Forfeited Amount shall be deemed to reduce the
Investments designated by the Participant pro rata in
accordance with the Fair Market Value of such Investments as
of the date the Accelerated Distribution election is received.
The undistributed portion of the Participant's Account that is
not forfeited pursuant to Section 6.7(b) shall continue to be
treated as invested in the Investments designated by the
Participant in accordance with Section 4.3.
(ii) Pay Status Participants and Beneficiaries.
In the case of a Participant or a Beneficiary who is receiving
the Participant's Account in installments, interest shall
continue to be credited in accordance with Section 4.4(b) on
the Distributed Amount until the Accelerated Distribution is
paid. In addition, the undistributed portion of the Account
that is not forfeited pursuant to Section 6.7(b) shall
continue to be credited with interest in accordance with
Section 4.4(b), and shall be distributed to the
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Participant or the Beneficiary in equal installments,
recalculated to take into account the amounts withdrawn and
forfeited from the Participant's Account pursuant to this
Section 6.7, over the remaining installment period.
(d) Suspension from Deferrals. A Participant who
receives an Accelerated Distribution shall be prohibited from
deferring his or her Director's fees under the Plan beginning
on the date the Accelerated Distribution is paid and
continuing for the remainder of such Plan Year and the
immediately following Plan Year (the "Suspension Period"). Any
election previously made by the Participant with respect to
his or her Director's fees under the Plan for the Suspension
Period shall be void and of no effect. This Section 6.7(d)
shall not apply to a Participant who makes an Accelerated
Distribution election during the two-year period following a
Change of Control.
(e) Additional Conditions. Notwithstanding anything in
this Section 6.7 to the contrary, in no event shall (i) the
Elected Amount be less than twenty-five percent (25%) of the
Participant's Account as of the date the Accelerated
Distribution Election is received and (ii) any Participant or
Beneficiary be permitted to receive more than one Accelerated
Distribution in any Plan Year, provided that a Participant or
Beneficiary may receive two Acceleration Distributions in a
single Plan Year if the second Accelerated Distribution
election is made after a Change of Control.
(f) Construction in the Case of Beneficiaries. For
purposes of this Section 6.7, in the case of an Accelerated
Distribution election made by a Beneficiary, all references to
the "Participant's Account" or "Account" shall be deemed to
refer to the portion of the Account to be distributed to such
Beneficiary. For the avoidance of doubt, if there is more than
one Beneficiary that is then receiving the Participant's
Account in installments, an Accelerated Distribution election
made by one Beneficiary shall have no effect on the portion of
the Participant's Account to be distributed to the other
Beneficiaries."
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Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed as of this 12th day of July, 2002.
SYSCO CORPORATION
By: /s/ Diane Day Sanders
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Name: Diane Day Sanders
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Title: Vice President and Treasurer
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ATTEST:
By: /s/ Michael C. Nichols
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Title: Vice President, General
Counsel and Corporate
Secretary
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