<PAGE> 1
EXHIBIT 10(a)
SECOND AMENDMENT TO
THE FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIS SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO
CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this "Amendment").
WHEREAS, Sysco Corporation has adopted that certain Fifth Amended and
Restated Sysco Corporation Supplemental Executive Retirement Plan (the "Plan")
pursuant to a plan document executed July 7, 1997, as amended by that certain
First Amendment thereto dated as of June 29, 1997; and
WHEREAS, the Board of Directors of Sysco has determined to amend the
Plan to (i) guarantee the initial monthly benefit payable to a retiring
participant for a ten (10) year period, regardless of the death of the
Participant, the Participant's spouse, or the death of both the Participant and
the Participant's spouse; (ii) allow a Participant to receive full retirement
benefits under the Plan at or after age sixty-two (62) if the participant has
both (A) at least twenty-five (25) years of "Credited Service" under the Plan
with the Company (excluding any Credited Service before the later of the
Participant's first date of hire by the Company or the date of acquisition by
the Company of the company for which the Participant then worked) and (B) at
least fifteen (15) years of participation under the Sysco Corporation Management
Incentive Plan; and (iii) provide for the voluntary acceleration of benefits
upon a Change of Control of Sysco, all as hereinafter provided.
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. Section 1.2 of the Plan is hereby amended by adding the following at
the end thereof:
"Notwithstanding the foregoing, for purposes of calculating
the Change of Control Payout Benefit the Change of Control Rate as
defined in Section 6.10(b)(i) shall be the assumed interest rate, and
the mortality assumptions shall be the mortality assumptions used for
purposes of calculating lump sum payments made under the Sysco
Retirement Plan (or the successor qualified defined benefit plan)."
<PAGE> 2
2. Section 1.21 of the Plan is hereby amended in its entirety to read
as follows:
"1.21 Total Payments. "Total Payments" means all payments or benefits
received or to be received by a Participant within the meaning of
Section 280G of the Code in connection with a Change of Control of
Sysco under the terms of this Agreement or the Sysco Corporation
Executive Deferred Compensation Plan, and in connection with a Change
of Control of Sysco under the terms of any stock option plan or any
other plan, arrangement or agreement with the Company, its successors,
any person whose actions result in a Change of Control or any person
affiliated with the Company or who as a result of the completion of
transactions causing a Change of Control become affiliated with the
Company within the meaning of Section 1504 of the Code, taken
collectively."
3. Article III of the Plan is hereby amended by adding the following
after the end of the first sentence:
"If a Change of Control occurs, each Participant will
immediately vest 100% in his Accrued Benefit, effective as of the date
of the Change of Control, without regard to the required 10 years or
more of Credited Service to begin vesting or the vesting schedule.
Moreover, each Participant who was a Participant or a frozen
Participant on the date of a Change of Control shall be 100% vested in
any Accrued Benefit which is accrued after the date of the Change of
Control without regard to the Participant's Credited Service or the
vesting schedule."
4. Article III of the Plan is hereby amended by adding to the end
thereof the following:
"In addition, any Participant (i) who is at least sixty-two
(62) upon termination of employment with the Company, (ii) who has
completed at least twenty-five (25) years of Credited Service
(excluding any Credited Service before the later of the Participant's
first date of hire by the Company or the acquisition by the Company of
the company for which the Participant then worked), and (iii) who has
been a participant in the Sysco Corporation Management Incentive Plan
for at least fifteen (15) years, shall be 100% vested in his Accrued
Benefit."
<PAGE> 3
5. Subsections (a) and (b) of Section 4.1 are hereby amended in their
entirety to read as follows:
"(a) the monthly benefit for the life of the Participant with
ten (10) years certain which can be provided on an Actuarially
Equivalent Basis with the vested benefit of the Participant in the
Sysco Corporation Employees' 401(k) Plan and any other qualified
defined contribution plan in the United States and/or registered
deferred profit sharing plan in Canada sponsored and funded by the
Company or any other company for which a Participant may have worked in
the past or will work in the future,
(b) the monthly benefit for the life of the Participant with
ten (10) years certain which can be provided on an Actuarially
Equivalent Basis with the vested accrued benefit of the Participant
from the Sysco Retirement Plan and any other qualified defined benefit
plan in the United States and/or registered pension plan in Canada
sponsored and funded by the Company or any other company for which a
Participant may have worked in the past or will work in the future,
and"
6. Section 4.2(c) of the Plan is hereby amended in its entirety to read
as follows:
"(c) For a Participant who is not married at benefit
commencement, the form of benefit payment will be a life only monthly
annuity with a period of ten (10) years guaranteed, in an amount
calculated in accordance with Section 4.1. For a Participant who is
married at benefit commencement, (i) the form of benefit payment will
be a joint and two-thirds survivor monthly annuity with a ten (10) year
certain guarantee, in an amount that is the Actuarial Equivalent of the
amount calculated in accordance with Section 4.1 whereby a reduced
monthly amount is payable for the joint lives of the Participant and
his spouse, and a monthly annuity will continue for the life of the
survivor in an amount that equals two-thirds of the monthly amount
provided during their joint lives. Notwithstanding the above, during
the first ten (10) years there will be no reduction regardless of the
death of either or both the Participant and his Spouse.
7. Section 4.4 of the Plan is hereby amended in its entirety to read as
follows:
"4.4 Beneficiary for the Ten Year Certain Payment. If
a Participant who receives a life annuity, with ten (10) years certain,
dies prior to completing the ten (10) years certain period, the
Beneficiary named by him, under Article V, for any death benefit that
may be payable under that Article, will receive the remaining payments
to be made under that annuity form after the Participant's death. If
both a Participant and
<PAGE> 4
the Participant's spouse, who receive the joint and two-thirds survivor
annuity, with ten (10) years certain, die prior to completing the ten
(10) years certain period, the Beneficiary named under Article V will
receive the remaining payments to be made under that annuity form after
the Participant's and the Participant's spouse's death. Even though a
Participant with a frozen Accrued Benefit cannot receive a death
benefit under Article V, a Beneficiary designation completed in
accordance with Section 5.6, before or after a Participant's
participation is frozen, will be effective for the purpose of awarding
the remaining payments under the ten (10) years certain period."
8. Subsections (a) and (b) of Section 5.3 of the Plan are hereby
amended in their entirety to read as follows:
"(a) If the Participant is married at the time of death, the
Participant's designated Beneficiary will be entitled to receive a
monthly annuity equal to the annuity such Beneficiary would have
received (including the initial ten (10) year certain guarantee) if the
Participant had begun receiving a retirement benefit under Article IV
as of the date of the Participant's death (as if the Participant could
have begun receiving the Participant's benefit as of that date) and
then died immediately thereafter. In calculating the Participant's
hypothetical retirement benefit for this purpose the Participant's
vested percentage as of the Participant's date of termination will be
used and the Participant's benefit will be reduced for early
commencement by five-ninths of 1% for each full calendar month by which
the first payment precedes the month in which the Participant would
have attained age sixty-five (65); or
(b) If the Participant is single at the time of death, the
Participant's designated Beneficiary will be entitled to receive a lump
sum payment which is the Actuarial Equivalent of the ten (10) year
certain guarantee payment that the Beneficiary would have received if
the Participant had begun receiving a retirement benefit under Article
IV as of the Participant's date of death (as if the Participant could
have begun receiving the Participant's benefit as of that date) and
then died immediately thereafter. In calculating the Participant's
hypothetical retirement benefit for this purpose the Participant's
vested percentage as of the Participant's date of termination will be
used and the Participant's benefit will be reduced for early
commencement by five ninths of 1% for each full calendar month by which
the lump sum payment precedes the month in which the Participant would
have attained age sixty-five (65)."
<PAGE> 5
9. Section 5.4 of the Plan is hereby amended in its entirety to read as
follows:
"5.4 Death after Commencement of Retirement Benefits. Upon the
death of a Participant after benefit commencement there is no death
benefit other than the benefits due under the form of payment
applicable to the Participant."
10. Section 5.5(c) of the Plan is hereby amended in its entirety to
read as follows:
"(c) If a frozen Participant dies after commencement of
benefits there shall be no death benefit other than the benefits due
under the form of payment applicable to such frozen Participant."
11. Section 5.5 is hereby amended by adding at the end thereof new
Subsection (d) to read as follows:
"(d) If a frozen Participant dies while actively employed
either (x) after age sixty-five (65) or (y) after having met the early
retirement criteria of Section 4.2(b), the following death benefits
shall apply:
(i) If the Participant is married at the time of
death, the Participant's designated Beneficiary will be entitled to
receive a monthly annuity equal to the annuity the Beneficiary would
have received (including the initial ten (10) year certain guarantee)
had the Participant retired on the Participant's date of death, begun
receiving a retirement benefit under Article IV, and then died
immediately thereafter; or
(ii) If the Participant is single at the time of
death, the Participant's designated Beneficiary will be entitled to
receive the ten (10) year certain guarantee payments that such
Beneficiary would have received had the Participant retired on the
Participant's date of death, begun receiving a retirement benefit under
Article IV, and then died immediately thereafter."
12. Section 5.6 of the Plan is hereby amended in its entirety to read
as follows:
"5.6 Beneficiary Designation.
(a) Upon entering the Plan, each Participant shall
file with the Committee a designation of one or more Beneficiaries to
whom the death benefit provided by this Article V will be payable in
the event of the Participant's death. The designation will be effective
upon receipt by the Committee of a properly executed form which the
Committee has approved for that purpose, and shall remain in force
until revoked or changed by the
<PAGE> 6
Participant. The Participant may from time to time revoke or change any
designation of Beneficiary by filing another approved Beneficiary
designation form with the Committee. In the case of a married
Participant, any Beneficiary designation which designates any person or
entity other than the Participant's spouse must be consented to by the
spouse in writing in a form acceptable to the Committee in order to be
effective.
(b) Upon the commencement of benefits under Article
IV, the Participant shall designate one or more Beneficiaries to
receive the remaining period certain payments, which designation shall
be made and modified in accordance with the procedures set forth in
Section 5.6(a). If the Participant does not designate one or more
Beneficiaries to receive the remaining period certain payments upon the
commencement of benefits, the Beneficiaries designated by the
Participant upon entering the Plan shall be the Participant's
Beneficiaries for purposes of the remaining period certain payments. A
spouse of a Participant may not change the Beneficiaries designated by
the Participant, including the Beneficiaries to whom the remaining
period certain payments may be paid; provided, however, that a spouse
of a Participant who is receiving the survivor annuity provided under
Section 4.2(c) may change the Beneficiaries designated by the
Participant if all such Beneficiaries have predeceased the Participant
or otherwise cease to exist.
(c) If there is no valid designation of Beneficiary
on file with the Committee at the time of the Participant's death or if
all of the Beneficiaries designated in the last Beneficiary designation
have predeceased the Participant or otherwise cease to exist, the
Beneficiary will be the Participant's spouse, if the spouse survives
the Participant, or otherwise the Participant's estate. A Beneficiary
must survive the Participant by 60 days in order to be considered to be
living on the date of the Participant's death. If any Beneficiary
survives the Participant but dies or otherwise ceases to exist before
receiving all payments due under Article IV or this Article V, the
balance of the payments, which would have been paid to that Beneficiary
will, unless the Participant's designation provides otherwise, be
distributed to the deceased individual Beneficiary's estate or to the
Participant's estate in the case of a Beneficiary which is not an
individual.
13. Section 6.8 of the Plan is hereby amended by adding the following
after the end of the first sentence thereof:
"The reduction in benefits payable under this Plan shall be determined
by reducing the percentage in which the Participant is vested in his
Accrued Benefit."
<PAGE> 7
14. Article VI of the Plan is hereby amended by adding at the end
thereof new Section 6.10 to read as follows:
"6.10 Acceleration of Payments Upon a Change of Control. If
there is a Change of Control of Sysco, then the provisions of this
Section 6.10 shall apply notwithstanding anything to the contrary in
the Plan:
(a) Any Participant, frozen Participant, former Participant
receiving benefits under Article IV, or former Participant with a
vested Accrued Benefit at the time of the Change of Control, or, if the
Participant or former Participant is then deceased, the Participant's
or former Participant's Beneficiary, shall be entitled to make an
election (a "Change of Control Payout Election") to receive a lump sum
payment of such person's accrued vested (taking into account vesting
pursuant to the second sentence of Article III) benefits under the Plan
as more fully described in Subsections (b) and (c) below. A Change of
Control Payout Election shall be made by written notice to the
Committee by the electing person at any time after the Change of
Control. The payment (the "Change of Control Payout Benefit") shall be
made by the latter of ninety (90) days from the date of receipt of the
Change of Control Payout Election or as soon as administratively
feasible.
(b) The Change of Control Payout Benefit shall be determined
as follows:
(i) If a Participant or a frozen Participant makes a
Change of Control Payout Election, then the Change of Control Payout
Benefit for such Participant or frozen Participant shall be equal to
ninety percent (90%) of the sum of (A) the single sum value of the
Participant's or frozen Participant's vested Accrued Benefit as of the
date of the Change of Control Payout Election assuming commencement of
the accrued vested benefit as of the "Assumed Payment Date" and (B) for
a Participant who on such Assumed Payment Date would be eligible for
the temporary social security supplement under Section 4.3 of the Plan
if the Participant retired from Sysco on that date, the single sum
value of the benefit that would be paid to the Participant under such
Section 4.3 of the Plan. The interest rate for purposes of the
calculations required to made under this Section 6.10(b)(i) shall be
one hundred twenty percent (120%) of the applicable federal rate
determined under Section 1274(d) of Code as of the date of the Change
of Control (the "Change of Control Rate") and the mortality table shall
be the table used for purposes of calculating lump sum payments under
the Sysco Retirement Plan or the successor qualified defined benefit
plan (the "Change of Control Mortality Assumption").
<PAGE> 8
(ii) If either (A) a Beneficiary, or (B) a former
Participant is entitled to or is receiving current payments under the
Plan other than pursuant to this Section 6.10 of the Plan, then the
Change of Control Payout Benefit for such Beneficiary or Participant
shall be equal to ninety percent (90%) of the single sum value of the
remaining benefit available to such Beneficiary or former Participant
determined by the actuarial firm employed by Sysco with any discounting
using the Change of Control Rate and the Change of Control Mortality
Assumption.
(iii) The "Assumed Payment Date" shall be the
earliest date on which the Participant could have terminated employment
with the Company and commenced receipt of an immediate benefit under
the Plan assuming for this purpose that the Participant continued in
the employ of the Company indefinitely following the Change of Control.
(c) For purposes of determining the Change of Control Payout
Benefit under Section 6.10(b)(ii), the Accrued Benefit of a Participant
or frozen Participant shall be calculated in accordance with Section
4.1 subject to the following modifications:
(i) The amount determined under Section 4.1(a) shall
be based on (A) the Participant's or frozen Participant's vested
benefit, as of the date of the Change of Control Payout Election, in
the plans identified therein, (B) increased by interest on such vested
benefit through the Assumed Payment Date. The interest used for
purposes of making this calculation shall be the Change of Control
Rate.
(ii) The amount determined under Section 4.1(b) shall
be adjusted to reflect any reduction in benefits that would occur under
the plans identified therein as a result of receiving benefits on the
Assumed Payment Date.
(iii) The amount determined under Section 4.1(c)
shall be calculated based on the laws in effect on the date of the
Change of Control Payout Election assuming that payment of the Primary
Social Security Benefit will be made at the latter of (A) the Assumed
Payment Date or (B) the earliest date benefits will be payable to the
Participant or frozen Participant under the federal Social Security
System or the Canadian Pension Plan, and further assuming that the
Participant or frozen Participant will have no additional compensation
following the date of the Change of Control Payout Election.
(d) Unless a Change of Control Payout Election is made under
this Section 6.10, all benefits accrued under the Plan shall be paid in
accordance with Articles IV and V following a Change of Control."
<PAGE> 9
15. Article VI of the Plan is hereby amended by adding at the end of
Section 6.10 thereof new Section 6.11 to read as follows
"6.11 Participation in the Plan Following a Change of Control
Payout Election. Notwithstanding anything herein to the contrary, a
Participant who makes a Change of Control Payout Election shall remain
a Participant in the Plan and shall continue to accrue benefits under
the Plan for as long as the Participant continues to satisfy the
participation requirements of Article II of the Plan. Any benefits
accrued following the Change of Control Payout Election shall be paid
in accordance with Articles IV and V of the Plan, and any benefits
distributed to a Participant or the Beneficiary of a Participant who
has received a Change of Control Payout Benefit shall be reduced by the
value of the Change of Control Payout Benefit."
16. For purposes of administering the Plan from and after the date
hereof, Section 4.2(c) of the Plan, as amended by this Second Amendment, shall
be deemed to apply to any former Participant, former Participant's spouse or
former Participant's Beneficiary who is receiving benefits or entitled to
receive benefits under Article IV as of the date hereof such that the initial
benefits payable to such former Participant, former Participant's spouse or
former Participant's Beneficiary shall be guaranteed for a period of ten (10)
years. Notwithstanding the foregoing, however, the monthly benefits payable to
such former Participant, former Participant's spouse or former Participant's
Beneficiary shall not be re-calculated to take into account the ten (10) year
certain guarantee.
Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Second Amendment.
IN WITNESS WHEREOF, the Company has caused this Second Amendment to be
executed as of this 28th day of September, 2000, effective as of May 10, 2000.
SYSCO CORPORATION
By: /s/ Diane Day Sanders
-------------------------------
Title: Vice President and Treasurer
----------------------------
[Corporate Seal]
ATTEST:
By: Kent Berke
----------------------
Title: Assistant Secretary
-------------------
