0000950134-09-009359 Sample Contracts

TRANSITION AND RETIREMENT AGREEMENT
Transition and Retirement Agreement • May 5th, 2009 • Sysco Corp • Wholesale-groceries & related products

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.

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Form of Grant Agreement Letter to Corporate Participants1 Under the SYSCO Corporation 2004 Mid-Term Incentive Plan
Grant Agreement • May 5th, 2009 • Sysco Corp • Wholesale-groceries & related products

In recognition of your long-term commitment to SYSCO and its customers and of your expected future contributions to our corporate financial objectives, you have been granted [______] “performance units” under the SYSCO Corporation 2004 Mid-Term Incentive Plan (the “Plan”). The value assigned to each of your performance units is $35.00.

SYSCO CORPORATION 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 5th, 2009 • Sysco Corp • Wholesale-groceries & related products

Under the terms and conditions of the Sysco Corporation 2007 Stock Incentive Plan (the “Plan”), a copy of which is incorporated into this Agreement by reference, Sysco Corporation (the “Corporation” or “Sysco”) grants to Kenneth F. Spitler (the “Grantee”) 75,822 restricted shares of the Corporation’s Common Stock, $1.00 par value (the “Stock Award”).

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