2007 Bonus Award for Ceo, Cfo, Evp And SVP

Exhibit 10.44 [Form Agreement for CEO, CFO, EVPs and SVPs] FISCAL YEAR 2007
2005 MANAGEMENT INCENTIVE PLAN
BONUS AGREEMENT This SYSCO CORPORATION FISCAL YEAR 2007 MANAGEMENT INCENTIVE PLAN BONUS AGREEMENT (this " Agreement" ) was adopted by the Plan Committee pursuant to the Sysco Corporation 2005 Management Incentive Plan (the " Plan" ) (a copy of which is attached as Exhibit 1 ) and agreed to by the Company and (" Executive" ) effective , 2006. This Agreement is effective for the fiscal year ending June 30, 2007 (the " Plan Year" ). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Plan. 1. Calculation of Bonus . Subject to the further adjustments, limitations and additions provided for in the Plan and this Agreement, Executive' s bonus under the Plan for the Plan Year shall be based on a combination of the performance of (a) the Company as a whole (a " Company Performance Bonus" ); and (b) one or more Operating Companies as designated by the Plan Committee (an " OpCo Performance Bonus" ). Notwithstanding the foregoing, Executive will be entitled to a bonus under this Agreement only if the Company achieves an Increase in Earnings Per Share of at least ___% and a Return on Stockholder' s Equity of at least ___%. (a) Calculation of Company Performance Bonus . Subject to the further adjustments and additions provided for in the Plan and this Agreement, Executive' s Company Performance Bonus for the 2007 fiscal year shall be equal to the product of: (i) Executive' s MIP Salary; and (B) 70% of the Table B Percentage. (b) Calculation of OpCo Performance Bonus . Subject to the further adjustments and additions provided for in the Plan and this Agreement Executive' s OpCo Performance Bonus will be calculated by determining the number of Operating Companies of the Company that have attained a Return on Capital of at least ___% (the " ROC Target" ). If at least 20 Operating Companies have attained or exceeded the ROC Target, and all Operating Companies which have attained or exceeded the ROC Target employ at least 50% or more of the aggregate of the Total Capital of all Operating Companies, then Executive will be entitled to receive an OpCo Performance Bonus equal to the product of: (i) the sum of (A) 9% for the first 20 Operating Companies which attain or exceed the ROC Target; and (B) 1 1 / 2 % of for each additional Operating Company which attains or exceeds the ROC Target; and (ii) Executive' s MIP Salary. By way of example, if 23 Operating Companies (which, in the aggregate, employ 51% of the Total Capital of all Operating Companies) attain or exceed the ROC Target, Executive will receive an OpCo Performance Bonus equal to the product of (i) Executive' s MIP Salary and (ii) 13.5 % (the sum of 9% for the first 20 Operating Companies attaining or exceeding the ROC Target, and 4.5% for the performance of the additional three Operating Companies in excess of 20 attaining or exceeding the ROC Target). (c) General Rules Regarding Bonus Calculation . (i) Consistent Accounting . In determining whether or not Executive is entitled to a bonus under this Agreement, the Company' s accounting practice and generally accepted accounting principles shall be applied on a basis consistent with prior periods, and such determination shall be based on the calculations made by the Company, approved by the Plan Compensation Committee and binding on Executive. Notwithstanding the foregoing, if there is any material change in GAAP during a Plan Year that results in a material change in accounting for the revenues or expenses of the Company the calculations of the Table B Percentage for the Plan Year (the " GAAP Change Year" ) shall be made as if such change in GAAP had not occurred during the GAAP Change Year. In determining the Table B Percentage for Executive in the year following the GAAP Change Year, the calculation shall be made after taking into account such change in GAAP. (ii) No Limit on Bonus . Except as otherwise provided in this Section 1(c)(ii), there is no limit to the bonus that can be earned under the Plan or this Agreement. Although Tables A and B have only been calculated to 370% and 172%, respectively, the " grids" shall be deemed to continue to


increase in the same ratios as set forth. However, notwithstanding the foregoing and any other provision in this Agreement to the contrary, Executive' s bonus amount for the Plan Year including, if applicable, the value of any Additional Shares and Additional Cash Bonus) cannot exceed 1% of the Company' s earnings before income taxes as publicly disclosed in the " Consolidated Results of Operations" section of the Company' s annual report to the Securities and Exchange Commission on Form 10-K for the Plan Year. (iii) Tax Law Changes . If the Internal Revenue Code is amended during the fiscal year and, as a result of such amendment(s), the effective tax rate applicable to the earnings of the Company (as described in the " Summary of Accounting Policies" section of the Company' s annual report to the Securities and Exchange Commission on Form 10-K) changes during the year, the ...