EX-10.6 6 exhibit106-michaelfost.htm EX-10.6
EXHIBIT 10.6
[SYSCO LETTERHEAD]
Revised
PERSONAL AND CONFIDENTIAL
October 21, 2019
M i chael P. Foster
Dear M i chael:
I am delighted to offer you the important Sysco leadership role of Execut i ve V i ce Pres i dent, Ch i ef Informat i on and Technology Officer, report i ng to me, w i th a proposed start date of December 2, 2019. The follow i ng i s a summary of your compensation package:
•Your annual base salary w i ll be $650,000. Your next compensat i on rev i ew date i s e x pected to be September 2020.
•For FY2020, you w i ll be el i gible for a bonus with actual payment based on your base salary, the Company's financ i al performance and strateg i c bonus objectives, wh i ch wi ll be defined as appropriate for your role. Your target annual bonus w i ll be 100% of your base pay. Your incentive award calculat i on for FY2020 w i ll be p r o r ated based on your actual base earn i ngs earned dur i ng the fiscal year. El i gib i l i ty for the bonus is cont i ngent upon your cont i nued employment w i th Sys c o through the end of the fiscal year.
•A recommendat i on wi ll be made to the Compensat i on and Leadersh i p Development Comm i ttee i n November 2019 to grant you a long-term incent i ve awa r d fo r FY 2 020 represent i ng 300% of your annual base salary. Th i s grant w i ll be c ont i ngent upon your employment start date of December 2, 2019. Th i s award wi ll be i n the form of 40% stock options and 60% perfo r mance share un i ts (PSUs). Such long-term incentive awards w il l vest over a per i od of 3 years, as dete r m i ned by the Compensat i on and Leadership De v elopment Committee of the Board of D i rectors.
•You w i ll rece iv e a one-t i me, i nit i al sign-on bonus of $360,000, payable with in 30 days o f the commencement of your employment with Sysco, less appl i cable w i thhold i ng for ta x es (the "In i tial Sign-On Bonus”). In the event you voluntar i ly res i gn or are term i nated for cause (as determ i ned by Sysco i n

M i c h a e l P. Foster
P a g e 2
its sole discretion) within one year after receipt of the Initial Sign-On Bonus, you agree to repay 100% of the net (after tax) amount of the Initial Sign-On Bonus within thirty (30) days of your termination date.
•You will be eligible for an additional sign-on bonus (the "Additional Sign-on Bonus") equal to the amount of any monies owed to a your current employer (as of the date hereof) as a direct result of your acceptance of this employment offer. The amount of the Additional Sign-On Bonus shall be determined by wr i tten documentation acceptable to Sysco that establishes the amount owed and will be payable within thirty (30) days of receipt by Sysco of such documentation. The Additional Sign-On Bonus shall not exceed $840,000. In the event you voluntarily resign or are terminated for cause (as determined by Sysco in its sole discretion) w i thin one year after receipt of the Additional Sign-On Bonus payment, you agree to repay 100% of the net (after tax) amount of the Additional Sign-On Bonus within thirty (30) days of your termination date. In the event you voluntarily resign or are terminated for cause (as determined by Sysco in its sole discretion) within two years after receipt of the Additional Sign-On Bonus payment, you agree to repay 50% of the net (after tax) amount of the Addit i onal Sign-On Bonus within thirty (30) days of your termination date.
•You will receive a special one-time, sign-on equity grant valued at $3,000,000, which will be made in November 2019. This award will be granted 75% in the form of Restricted Stock Units (RSUs) and 25% stock options. The RSUs will vest 50% after one year and 50% after two years. You will be required to hold the vested shares, net of shares withheld for taxes, for one additional year. The stock options will vest 1/3 per year over three years.
•You will be eligible for full benefits with medical, dental, vision, life/ AD&D insurance effective the first day of the month coincident with or next following 60 days of employment.
•You will be eligible to participate in the Sysco Corporation Employees 401(k) Plan effective on your hire date.
•In addition to Sysco's standard employee benefits, you will also be eligible to participate in the following significant executive benefit programs:
•A Management Savings Plan, which is a non-qualified deferred compensation program that allows you to defer salary and bonus on a pre-tax basis above amounts limited under the company's 401(k) plan;
•A Disability Income Plan that will provide you with benefits in case of personal disability; and
•Additional group life and accidental death and dismemberment insurance coverage.
•You will become eligible for relocation benefits in accordance with the terms and conditions of Sysco's current domestic Executive Vice President relocation policy, a copy of which is attached hereto.

M i chael P. Foster
Page 3
As an E x ecut i ve V i ce Pres i dent of Sysco Corporat i on, you w i ll be required to comply w i th the Stock Ownership Requ i rements as set forth in Sysco's Corporate Governance Guidelines. Five years from your date of hire, you w i ll be requ i red to own Sysco stock valued at four (4) times your salary. During that five-yea r per i od, you will be subject to retent i on requirements until your hold i ngs meet o r e x ceed the ownersh i p requirements.
You will be required to complete Form 1-9 (Employment El i g i bility Ver i fication). You w i ll need to provide the required form s of i dent i ficat i on w i thin 3 business days of your hi r e. Please review the attached list of acceptable documents and bring e i ther a singl e List A document or both List B and a Li s t C document to your meeting w i th Human Resources and Payroll.
Th i s offer i s contingent upon approval by the Board of D i rectors of your appointment as an executive officer of Sysco Corporation and successful complet i on of the pr e- employment drug and background check process. Please be adv i sed that this lette r is not intended to create or i mply any contract or contractual rights between you and Sysco Corporation. Any employee may terminate h i s/he r employment at any time, with or without reason, and the company reta i ns the same right.
Michael, we are excited to have you jo i n the Sysco team and look forward to your contribut i ons to our future success.
If you have any quest i ons, please contact Paul Moskow i tz or me.
Sincerely,
/s/ Tom Bené
Tom Bené
Cha i rman, Pres i dent and Ch i ef Execut i ve Officer
Agreed and Accepted: Confirmed Start Date:

/s/ Michael P. Foster |  | 02.12.19

Michael P. Foster
cc: Paul T. Moskow i tz, Execut i ve V i ce P re s i dent, Human Resources
Eve McFadden, V i ce Pres i dent, Lega l, Gene r al Counsel and Corporate Secretary
Er i n C. Pack w ood, V i ce Preside nt, Total Re w ards & Engagement
Sebast i an Skalan y, Sr. D i rect o r, Compensat i on