Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - SYSCO CORP | Financial_Report.xls |
EX-15.2 - EX-15.2 - SYSCO CORP | h69464exv15w2.htm |
EX-32.2 - EX-32.2 - SYSCO CORP | h69464exv32w2.htm |
EX-32.1 - EX-32.1 - SYSCO CORP | h69464exv32w1.htm |
EX-10.1 - EX-10.1 - SYSCO CORP | h69464exv10w1.htm |
EX-15.1 - EX-15.1 - SYSCO CORP | h69464exv15w1.htm |
EX-31.2 - EX-31.2 - SYSCO CORP | h69464exv31w2.htm |
EX-31.1 - EX-31.1 - SYSCO CORP | h69464exv31w1.htm |
10-Q - FORM 10-Q - SYSCO CORP | h69464e10vq.htm |
Exhibit 10.2
Summary of Compensation Arrangements with Non-Employee Directors,
including the Non-Executive Chairman
(As of February 1, 2010)
including the Non-Executive Chairman
(As of February 1, 2010)
The following summarizes, as of February 1, 2010, the current cash compensation and benefits
received by the Companys non-employee directors, including Mr. Fernandez, the Companys
Non-Executive Chairman of the Board of Directors (the Chairman). The following is a summary of
existing oral, at will, arrangements, and does not provide any additional rights.
Retainer Fees
The Company pays each non-employee director a base retainer of $100,000 per year (the Base
Retainer). Non-employee directors who serve as committee and Board Chairpersons receive annual
additional amounts as follows (the Chairmens Retainers):
| Audit Committee Chair:
|
$ | 25,000 | |||
| Compensation Committee Chair:
|
$ | 20,000 | |||
| Corporate Governance and
Nominating Committee Chair:
|
$ | 20,000 | |||
| Finance Committee Chair:
|
$ | 20,000 | |||
| Sustainability Committee Chair:
|
$ | 15,000 | |||
| Independent Chairman of the Board:
|
$ | 250,000 |
In exchange for the increased annual retainer amounts described above, payment of meeting fees has
been discontinued.
All non-employee directors are entitled to receive reimbursements of expenses for all services as a
director, including committee participation or special assignments.
Directors Deferred Compensation Plan
Non-employee directors may defer all or a portion of their annual retainer, including the
Chairmens Retainers, under the Directors Deferred Compensation Plan. With respect to amounts
deferred, non-employee directors may choose from a variety of investment options, including Moodys
Average Corporate Bond Yield plus 1% for amounts deferred or matched prior to July 2, 2008 and
Moodys Average Corporate Bond Yield without the additional 1% for amounts deferred or matched on
or after July 2, 2008. Such deferred amounts will be credited with investment gains or losses until
the non-employee directors retirement from the Board or until the occurrence of certain other
events.
Non-Employee Directors Stock Plan
The 2009 Non-Employee Directors Stock Plan provides for grants of stock options, restricted stock,
restricted stock units and elected shares in lieu of all or a portion of the Base Retainer and the
Chairmens Retainers.
Restricted Stock. Under the Plan, the Board is authorized to issue restricted stock and
restricted stock units to non-employee directors on terms set forth in the Plan.
Elected Shares. The Plan permits each non-employee director to elect to receive up all or a
portion of his or her annual retainer (including the Base Retainer and the Chairmens Retainers) in
Common Stock. The Company will provide a matching grant with respect to up to 50% of the Base
Retainer which a non-employee director elects to receive in Common Stock (the Match Eligible
Shares). The matching grant shall be equal to 50% of the Match Eligible Shares that a
non-employee director receives. With respect to the remaining portion of the Base Retainer and the
Chairmens Retainers, a non-employee director may elect to receive Common Stock, but it is not
eligible for the matching grant described in this paragraph.
Non-Employee Directors Deferred Stock Plan
A non-employee director may elect to defer receipt of all or any portion of any shares of common
stock issued under the Non-Employee Directors Stock Plan, whether such shares are to be issued as a
grant of Restricted Stock, elected Shares or matching grants, or upon the vesting of a Restricted
Stock Unit grant. Generally, the receipt of stock may be deferred until the earliest to occur of
the death of the non-employee director, the date on which the non-employee director ceases to be a
director of the Corporation, or a change of control of Sysco.
The Directors Deferred Compensation Plan, the 2009 Non-Employee Directors Stock Plan and the
Non-Employee Directors Deferred Stock Plan, have been filed as exhibits to the Companys Exchange
Act filings. Additional information regarding these plans is included in the Companys 2009 Proxy
Statement.