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The NEOs could have earned a fiscal 2014 MIP annual incentive award equal to the sum of the following:

We refer to this calculation as the “Business Performance Factor.” The calculation of the adjusted results with respect to each of the performance metrics excluded from each measure the following items, the financial returns from which we expected to be beyond fiscal 2014: measures provided pursuant to executive retirement plan restructuring, multiemployer pension withdrawals, severance charges, merger and integration costs associated with our pending USF merger, change in estimate for self-insurance costs, charges from a liability for a settlement, facility closure charges, amortization of US Foods financing costs and an acquisition-related charge specific to fiscal 2013. The Committee had the discretion to include certain of these excluded items, except where such inclusion would have caused a named executive officer’s MIP bonus to become non-deductible for federal income tax purposes pursuant to Section 162(m) of the Internal Revenue Code; however, the Committee did not use such discretion.

These three performance measures were independent of each other, and one portion of the incentive award could be earned even if the threshold level of one or both of the other measures was not achieved. If the threshold requirements for one or more of the bonus measures were not met, those portions of the incentive award would not be paid.

Each NEO’s fiscal 2014 annual incentive award was subject to a maximum amount that was equal to 120% of the award the NEO would have received based solely on the initial Business Performance Factor. Each NEO’s fiscal 2014 annual incentive award was initially calculated as equal to the maximum amount. The actual Business Performance Factor used to determine each NEO’s award, however, was subject to further review by the Compensation Committee, whereby the Committee considered pre-established, individual SBOs to adjust any annual incentive award based on factors determined by the Committee, including but not limited to, performance against financial strategic goals and the NEO’s personal performance, which resulted in an adjustment to the awards initially calculated based on the Business Performance Factor as described below.

The Committee reviewed each NEO’s performance with respect to the non-financial performance goals described in “Compensation Discussion and Analysis—What We Paid and Why—Annual Incentive Award–Analysis—Fiscal 2014.”

The Committee had the discretion to adjust Mr. DeLaney’s and the other NEO’s award payouts based on their performance with respect to these pre- established individual SBOs. If the NEO’s performance with respect to the SBO performance goals had met the target levels established by the Committee, the NEO’s 2014 Award for FY14 Performance would have equaled 100% of the bonus determined by using the initial, unadjusted Business Performance Factor. If the NEO’s performance with respect to the goals had exceeded the target levels established by the Committee, the NEO’s 2014 Award for FY14 Performance would have equaled between 100% and 120% of the bonus determined by using the initial, unadjusted Business Performance Factor. If the NEO’s performance was below the target levels of performance established by the Committee, the NEO’s 2014 Award for FY14 Performance would have equaled between 60% and 100% of the bonus determined by using the initial, unadjusted Business Performance Factor.

For the reasons discussed in “Compensation Discussion and Analysis—What We Paid and Why—Annual Incentive Award – Analysis—Fiscal 2014”, the Committee adjusted the awards initially funded based on the Business Performance Factor and awarded: (i) Messrs. DeLaney, Kreidler and Bené a 2014 MIP annual incentive award equal to 107% of the bonus that would have been paid using the initial, unadjusted Business Performance Factor, or 36.6% of target, (ii) Mr. Green a 2014 MIP annual incentive award equal to 105% of the bonus that would have been paid using the initial, unadjusted Business Performance Factor, or 36.3% of target, and (iii) Mr. Shurts a 2014 MIP annual incentive award equal to 115% of the bonus that would have been paid using the initial, unadjusted Business Performance Factor, or 37.7% of target.

In approving the agreements for fiscal 2014, the Committee targeted each named executive officer’s MIP annual incentive award at the following percentages of base salary: 150% for Mr. DeLaney, 125% for Mr. Green and 100% for Messrs. Kreidler, Bené and Shurts. In no event could any NEO’s fiscal 2014 MIP annual incentive award have exceeded the maximum bonus amount set as part of the bonus pool amount discussed in “—Limit on Fiscal 2014 Maximum Annual Incentive Award Payouts” below. The fiscal 2014 awards are also subject to clawback provisions that provide that, subject to applicable law, all or a portion of the award paid pursuant to the 2014 awards may be recovered by Sysco if there is a restatement of our financial results, other than a restatement due to a change in accounting policy, within 36 months of the payment of the award and the restatement would result in the payment of a reduced award if the award was recalculated using the restated financial results. The Committee has the sole discretion to determine the form and timing of the repayment.

SYSCO CORPORATION - 2014 Proxy Statement 60

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• between 25% and 75% of target (50% of the total possible MIP annual incentive award) determined based on the adjusted diluted earnings per share for fiscal 2014;

• between 15% and 45% of target (30% of the total possible MIP annual incentive award) determined based on the percentage increases in adjusted sales and gross profit dollars growth for fiscal 2014 as compared to fiscal 2013; and

• between 10% and 30% of target (20% of the total possible MIP annual incentive award) determined based on the return on invested capital for fiscal 2014. Return on invested capital is computed by dividing the company’s adjusted net after-tax earnings for fiscal 2013 by the company’s adjusted total invested capital for that year. Adjusted total invested capital is computed as the sum of:

– Adjusted stockholder’s equity, computed as the average of adjusted stockholders’ equity at the beginning of the year and at the end of each fiscal quarter during the year; and

– Adjusted long-term debt, computed as the average of the adjusted long-term debt at the beginning of the year and at the end of each fiscal quarter during the year.

The fiscal year 2014 program provided for minimum bonus payouts upon adjusted diluted earnings per share of at least $1.87, increases in adjusted fully diluted earnings per share of at least 3% and in gross profit dollars growth of at least 2% and an adjusted return on invested capital of at least 12.0%. Because Sysco did not meet the minimum levels of adjusted diluted earnings per share, we did not pay a bonus with respect to that performance measure. Based on Sysco’s achieving approximately a 4.7% increase in adjusted sales growth, 2.3% increase in gross profit dollars growth and 12.4% adjusted return on invested capital, the NEOs earned a fiscal 2014 MIP annual incentive award of approximately 35.6% of target prior to adjustment related to the SBOs.

The various levels of performance to reach threshold, target and maximum payouts are described in the table below.

Limit on Fiscal 2014 maximum annual incentive award payouts. In August 2013, the Committee further refined the MIP annual incentive awards for the NEOs, by establishing a bonus pool for fiscal year 2014 for certain “covered employees” of Sysco, as defined in Section 162(m) of the Internal Revenue Code (the “Code”) to help ensure compliance with the deductibility requirements of Section 162(m) of the Code, as well as for Mr. Kreidler. The bonus pool was set to be equal to two percent (2%) of Sysco’s net earnings for fiscal year 2014 and in no event can the sum of the individual percentages of the bonus pool granted to the participants in the pool exceed one hundred percent (100%). The maximum award for each participant, expressed as a percentage of the bonus pool for the program year, is set forth below and in no event can it exceed the individual award maximum set forth in the plan document:

The bonus pool serves only to provide a ceiling on the maximum bonus amount that any NEO may receive, and the actual bonus paid to each NEO will be determined pursuant to the fiscal 2014 incentive award opportunity described above.

SYSCO CORPORATION - 2014 Proxy Statement 61 Calculating the Business Performance Factor

Performance Metric (1)

Potential

Payout Weighting x

2014

Performance = Payout (% of target) Adjusted Fully Diluted Earnings Per Share 0% - 150% 50 % 0 % 0 % Adjusted Sales Growth/Gross Profit Dollar

Growth 0% - 150% 30 % 75 % 22.5 %

Adjusted ROIC (2) 0% - 150% 20 % 65.4 % 13.1 %

TOTAL 0% - 150% 100 % 35.6 %

(1) The calculation of the adjusted results with respect to each of the performance metrics excluded from each measure the following items, the financial returns from which we expected to be beyond fiscal 2014: measures provided pursuant to executive retirement plan restructuring, multiemployer pension withdrawals, severance charges, merger and integration costs associated with our pending USF merger, change in estimate for self-insurance costs, charges from a liability for a settlement, facility closure charges, amortization of US Foods financing costs and an acquisition related charge specific to fiscal 2013. The Committee had the discretion to include certain of these excluded items, except where such inclusion would have caused a named executive officer’s MIP bonus to become non- deductible for federal income tax purposes pursuant to Section 162(m) of the Internal Revenue Code; however, the Committee did not use such discretion. (2) ROIC is computed by dividing the company’s adjusted net after-tax earnings for fiscal 2014 by the company’s adjusted total invested capital for that year. Adjusted

total invested capital is computed as the sum of (i) adjusted stockholder’s equity, computed as the average of adjusted stockholders’ equity at the beginning of the year and at the end of each fiscal quarter during the year; and (ii) adjusted long-term debt, computed as the average of the adjusted long-term debt at the beginning of the year and at the end of each fiscal quarter during the year.

Fiscal 2014 Summary of Payments

NEO Ending Base Salary Target Annual Incentive (% of Base Salary) Sysco Business Performance Factor Award Funding on Business Performance Factor Funded Award Not Subject to SBO (60%) Individual SBO Performance Factor (1) Amount of Award Funding on SBO (40%) Total Earned Award for FY14 Performance DeLaney $ 1,198,000 150 % 35.6 % $ 639,999 $ 383,999 107.0 % $ 273,920 $ 657,919 Kreidler $ 715,000 100 % 35.6 % $ 254,540 $ 152,724 107.0 % $ 108,943 $ 261,667 Green $ 715,000 125 % 35.6 % $ 318,175 $ 190,905 105.0 % $ 133,634 $ 324,539 Bené $ 625,000 100 % 35.6 % $ 222,500 $ 133,500 107.0 % $ 95,230 $ 228,730 Shurts $ 587,000 100 % 35.6 % $ 208,972 $ 125,383 115.0 % $ 96,127 $ 221,510

(1) The Committee had the discretion to adjust each NEO’s Annual Incentive Award pursuant to individual SBOs, as described above

MIP Annual Incentive Award Targets - Fiscal 2014

Adjusted Sales Growth Gross Profit Dollar Growth Adjusted Fully Diluted Earnings Per Share Adjusted Return on Invested Capital Threshold 3.0 % 2.0 % $ 1.87 12.0 % Target 4.5 % 3.0 % $ 1.92 13.3 % Maximum 5.5 % 4.0 % $ 2.04 14.6 % Participant’s Title

Percent of Bonus Pool Allocated to Participant CEO 40 % CFO 15 % NEO 3 15 % NEO 4 15 % NEO 5 15 %