Transition And Early Retirement Agreement

Exhibit 10.46 EXECUTION COPY TRANSITION AND EARLY RETIREMENT AGREEMENT THIS TRANSITION AND EARLY RETIREMENT AGREEMENT (the " Agreemen t" ) is entered into by and between SYSCO Corporation, a Delaware corporation (the " Company" ) and LARRY J. ACCARDI, a resident of the state of Texas (" Executive'' ), as of the Effective Date of the Agreement, as defined below. W I T N E S S E T H : WHEREAS, Executive and Company are parties to that certain Executive Severance Agreement dated August 18, 2004, as amended by that certain First Amendment to Executive Severance Agreement dated September 3, 2004 (as amended, the " Severance Agreement" ), a copy of which is attached hereto; WHEREAS, Executive has indicated his intention to retire from his employment with the Company as of the close of business on December 31, 2007 (the " Retirement Date" ); WHEREAS, the parties hereby wish to memorialize their agreement with respect to Executive' s retirement and to clarify his duties until his retirement; and NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Executive' s Duties and Early Retirement . (a) Subject to Section 1(d) below, Executive shall continue to serve in the positions of Executive Vice President, Contract Sales, and President, Specialty Distribution Companies through June 30, 2007. (b) Subject to Section 1(d) below, during the period from July 1, 2007 through the Retirement Date, Executive shall serve in the position of Executive Vice President, Sales and shall report directly to the Chief Executive Officer of the Company. In this position, Executive shall perform such tasks as may be requested by the Company' s Chief Executive Officer and the Company' s Board of Directors. Executive shall continue to receive his base salary and all other benefits as are in effect as of the date of the execution of this Agreement and shall remain a participant in the Company' s Management Incentive Plan (" MIP" ) through the Retirement Date, specifically including eligibility for bonuses and equity awards payable under the MIP on the same basis as similarly situated executives of the Company. (c) Subject to Section 1(d) below, Executive shall be deemed to have resigned as of the close of business on the Retirement Date without any further action required by Executive or the Company. Executive' s resignation shall be deemed to be a retirement in good standing for all purposes, including, without limitation, for the purpose of determining Executive' s rights under the Company' s benefit plans.


EXECUTION COPY (d) Notwithstanding anything herein to the contrary, Executive may be terminated by the Company for " cause" at any time before the close of business on the Retirement Date. For the purpose of this Agreement, " cause" is defined as any of the following events: (1) a material breach by Executive of Executive' s duties and/or responsibilities to the Company or of any written policies or directives of the Company (other than as a result of incapacity due to physical or mental illness), which breach is (a) willful or involves gross negligence and (b) not remedied within 15 days after receipt of written notice from the Company which specifically identifies the manner in which such breach has occurred; (2) the commission by Executive of any felony or misdemeanor involving willful misconduct (other than minor violations such as traffic violations) that causes damage to the property, business or reputation of the Company; (3) any fraudulent or dishonest act or omission by Executive; (4) Executive' s engaging in habitual insobriety or Executive' s use of illegal drugs or substances; or (5) any breach by Executive of his fiduciary duties and/or duty of loyalty owed to the Company. Any " cause" event shall be determined in the good faith discretion of the Compensation Committee of the Board of Directors of the Company and shall be described in writing to Executive in reasonable detail. In the event that Executive is terminated for " cause" , Executive shall not be entitled to receive the enhanced consideration provided in Sections 1, 2(a) and 3(a) of Exhibit A to this Agreement. 2. Termination of the Severance Agreement . Company and Executive hereby agree that the Severance Agreement (including all rights and obligations contained therein) is hereby terminated as of the Effective Date. 3. Allocation of Specific Consideration . (a) In express exchange for the enhanced consideration provided in Sections 1, 2(a) and 3(a) of Exhibit A to this Agreement, Executive is providing the specific covenants and agreements contained in Sections 11 through 15 of this Agreement. These covenants and agreements are in addition to, and are not in lieu of, any similar covenants and agreements provided by Executive as a result of his participation in any benefit plan or program maintained by the Company, including, without limitation, the Company' s Supplemental Executive Retirement Plan (" SERP" ), Executive Deferred Compensation Plan (" EDCP" ) and any Stock Option Plan of the Company (" Stock Option Plan" ). (b) In exchange for all other consideration set forth in this Agreement, the parties have agreed to the transition of Executive' s duties as set forth in Section 1 above, to cancel all rights and obligations contained in the Severance Agreement, and to provide the releases set forth in Sections 5 and 6 below. 4. Acknowledgment of OWBPA Rights . Executive acknowledges that he has thoroughly discussed all aspects of this Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is voluntarily entering into this Agreement. Executive shall have twenty-one (21) days to review and consider this Agreement before executing it, but may waive this

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EXECUTION COPY twenty-one (21) day period at his own voluntary election. Executive acknowledges and understands that he shall have seven (7) days after signing this Agreement during which he may revoke this Agreement by providing written notice to Company within seven (7) days following its execution. Any notice of revocation of this Agreement shall not be effective unless given in writing and received by Company within the seven-day revocation period via personal delivery, overnight courier, or certified U.S. mail, return receipt requested, to SYSCO Corporation, 1390 Enclave Parkway, Houston, TX 77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN. 5. Release of Claims by Executive; Release of Company Claims by Company . In exchange for the consideration referenced in Section 3(b) above, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the " Derivative Claimants" and each a " Derivative Claimant" ), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company' s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the " Releasees" and each a " Releasee" ), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys' fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or held from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. a7 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the National Labor Relations Act, the Pregnancy Discrimination Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the Older Workers' Benefits Protection Act, the Vocational Rehabilitation Act, the Americans

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EXECUTION COPY with Disabilities Act, the Family and Medical Leave Act and/or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a " Claim" ). Notwithstanding the foregoing, nothing contained herein shall operate to release any obligations of Company, its successors or assigns: (i) that relates to amounts or benefits set forth on Exhibit A , (ii) any amounts or benefits payable under any benefit plan that are otherwise payable without regard to this Agreement (subject to the terms and conditions of such plans), or (iii) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are required to be indemnified under Delaware law and the Company' s Certificate of Incorporation and Bylaws for all costs of litigation and any judgment or settlement amount paid. In consideration of the covenants from Executive to Company as set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Company, its assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Executive, his heirs, devisees, legatees, executors, administrators, personal and legal representatives, or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts and expenses (including attorneys' fees and costs incurred), of any nature whatsoever (a " Company Claim" ), arising prior to the Effective Date out of events, occurrences or omissions actually known by the Chief Executive Officer and/or the General Counsel of the Company on the Effective Date. 6. Release of Unknown Claims by Executive . Executive recognizes that he may have some claim, demand, or cause of action against the Releasees relating to any Claim of which he is totally unaware and unsuspecting and which is given up by the execution of this Agreement. It is Executive' s intention in executing this Agreement, having received the advice of legal counsel, that this Agreement will deprive him of any such Claim and prevent Executive or any Derivative Claimant from asserting the same. The provisions of any local, state, federal, or foreign law, statute, or judicial decision providing in substance that this Agreement shall not extend to such unknown or unsuspecting claims, demands, or damages, are hereby expressly waived. 7. No Assignment . Executive represents and warrants that he has not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the Claims released herein. Executive agrees to indemnify and hold harmless the Releasees against any losses, settlements, judgments, defense costs or other amounts incurred in response to any Claim, based on, arising out of, or due to any such assignment or transfer. With respect to any Claim that is subject to indemnification, the Releasees retain the right to control the defense of any Claim and to resolve any such Claim upon securing Executive' s written consent to the proposed resolution, which consent shall not unreasonably be withheld.

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EXECUTION COPY 8. Hold Harmless . In furtherance of the foregoing, Executive agrees on behalf of himself and the Derivative Claimants not to sue or prosecute any matter against any Releasee with respect to any Claim and agrees to hold each Releasee harmless with respect to any such suit or prosecution in contravention of this Section 8. The Company agrees on behalf of itself and its successors and assigns not to sue or prosecute any matter against Executive with respect to any Company Claim arising prior to the Effective Date out of events, occurrences or omissions actually known to the Chief Executive Officer and/or the General Counsel of the Company on the Effective Date and agrees to hold Executive harmless with respect to any such suit or prosecution in contravention of this Section 8. 9. No Assistance . Executive understands that if this Agreement were not signed, he would have the right voluntarily to assist other individuals or entities in bringing Claims against the Releasees. Executive hereby waives that right and hereby agrees that he will not voluntarily provide any such assistance absent compulsion of law. To the extent that applicable law prohibits Executive from waiving his right to bring and/or participate in the investigation of a Claim, Executive nevertheless agrees that the release provided in Section 5 above encompasses his right to seek or accept any damages or relief in any such proceeding. 10. Restrictive Covenants . In express exchange for the consideration provided in Sections 1, 2(a) and 3(a) of Exhibit A to this Agreement, and following the negotiation of parties with equal bargaining power, Executive is providing each of the covenants and agreements contained in Sections 11 through 15 of this Agreement. With respect to these covenants and agreements, the following definitions shall apply: (a) " Trade Secrets" shall mean information not generally known about the Company Business which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality and from which the Company derives economic value from the fact that the information is not generally known to other persons who can obtain economic value from its disclosure or use. Trade Secrets include, but are not limited to, technical or non-technical data, compilations, programs and methods, techniques, processes, financial data, lists of actual customers and potential customers, customer route books or lists containing the names, addresses, buying habits and business locations of past, present and prospective customers, sales reports, price lists, product formulae, methods and procedures relating to services. (b) " Confidential Information" means, to the extent not a " Trade Secret," other business information of the Company not generally known to the public and which the Company desires and makes reasonable efforts to keep confidential, including without limitation the following: information regarding customers, employees, contractors, and the industry not

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EXECUTION COPY generally known to the public; strategies, methods, books, records, and documents; technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers, and business affiliates (such as contact name, service provided, pricing for that customer, amount of services used, credit and financial data, and/or other information relating to the Company' s relationship with that customer); pricing strategies and price curves; positions; plans and strategies for expansion or acquisitions; budgets; customer, supplier and broker lists; research; financial and sales data; trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques and strategies; prospective customers' and suppliers' names and marks; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company; bids or proposals submitted to any third party; technologies and methods; training methods and training processes; organizational structure; salaries of personnel; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information. (c) " Company" shall mean Sysco and all of its operating company subsidiaries and divisions. (d) " Company Business" shall mean the manufacturing, distribution and/or sale of the food or related nonfood products (including, without limitation, paper products, such as disposable napkins, plates and cups, tableware, such as china and silverware, restaurant and kitchen equipment and supplies, medical and surgical supplies, cleaning supplies, and personal care guest amenities, housekeeping supplies, room accessories and hotel and motel textiles) distributed by the Company and/or its operating companies as of Executive' s execution of this Agreement to restaurants, healthcare and educational facilities, lodging establishments or other similar customers. The parties hereto agree that, by virtue of his duties and responsibilities over Sysco and its operating companies, including the duties set forth in Section 1 above, Executive is fully familiar with the full range of that are manufactured, distributed and/or sold as part of the Company Business. (e) " Competing Business" shall mean any person, concern or entity which is engaged in or conducts a business that is substantially the same as the Company Business or any segment thereof and only that portion of the business that is in competition with the Company Business. (f) " Territory" shall mean: (1) a 100-mile radius around each of the physical locations (determined by mailing address) where the Company has a Specialty Distribution Company as of Executive' s execution of this Agreement; and (2) all counties in which any division or operating company of the Company over which Executive has responsibility in his positions as Executive Vice President, Contract Sales and President, Specialty Distribution Companies has served customers at any time during the twelve (12) month period prior to the date on which Executive signs this Agreement. Executive hereby agrees that, by virtue of his authority in these positions, he has had the opportunity, and will continue to have the opportunity, to enjoy particular advantages in all areas included within the Territory and that he has been responsible for cultivating

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EXECUTION COPY business relationships throughout the Territory that provide unique competitive advantage to the Company. 11. Agreement to Protect Confidential Information and Trade Secrets . (a) Executive covenants and agrees that he will not at any time, other than in the performance of his duties for the Company, both during and after his employment by the Company, communicate or disclose to any person or entity, or use for his benefit or for the benefit of any other person or entity, directly or indirectly, any of the Company' s Trade Secrets and/or Confidential Information. For the purposes of this Agreement, the prohibition against the disclosure of Confidential Information only shall end three (3) years after the termination, for any reason, of Executive' s employment with the Company. The disclosure of Trade Secrets by the Executive is prohibited for the life of the Executive, or until the Trade Secret information becomes publicly available through no fault of the Executive. (b) Executive moreover acknowledges and confirms that he has no right, claim or interest to any property, invention, trade secret, information or other asset used in the business of Company and that all such property, inventions, trade secrets, information and other assets used in the business of Company are owned by Company ...