EXHIBIT 10(a)
SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN
200__ STOCK OPTION AGREEMENT
Under the terms and conditions of the Sysco Corporation 2000 Stock
Incentive Plan (the "Plan"), a copy of which is incorporated into this Agreement
by reference, Sysco Corporation (the "Corporation") grants to [FirstName]
[LastName] (the "Optionee") the option to purchase [Amount] shares of the
Corporation's Common Stock, $1.00 par value, at the price of $__________ per
share, subject to adjustment as provided in the Plan (the "Option").
This Option shall be for a term of seven years commencing on the date of
grant set forth below and ending on __________________ and shall be subject to
the Terms and Conditions of Stock Option attached hereto and incorporated in
this Agreement by reference.
When exercised, all or a portion of this Option may be an incentive stock
option, governed by Section 422 of the Internal Revenue Code of 1986, as
amended. This option is granted without Stock Appreciation Rights.
By accepting this Option, you accept and agree to be bound by all the terms
and conditions of the Plan and Terms and Conditions of Stock Option, and you
acknowledge receipt of the Plan dated November 3, 2000 and the Prospectus dated
March 7, 2001.
Granted as of __________________.
SYSCO CORPORATION
________________________________
Name: _________________________
Title: _________________________
Page 1 of 2
TERMS AND CONDITIONS OF STOCK OPTION
1. Please carefully review all the provisions of the Sysco Corporation 2000
Stock Incentive Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the terms and
conditions set forth in this Agreement.
2. One-fifth of the total number of shares covered by your option will vest
each year for five years, as follows. This option will expire at the close of
business on _________________.
o 20% on _________________
o 20% on _________________
o 20% on _________________
o 20% on _________________
o 20% on _________________
3. The vested portion of your option may be exercised at any time after it
vests, provided that at the time of the exercise all of the conditions set forth
in the Plan and in this document have been met. No portion of your option may be
exercised prior to _________________. The Plan provides that the committee of
the Board of Directors of Sysco Corporation (the "Corporation") which
administers the Plan (the "Committee"), or its designees, may waive any vesting
requirements set forth herein and may impose additional conditions to vesting of
this option after the date of this option.
4. Please note that your option is nontransferable and may be exercised in
part or in whole only if the conditions set forth in the Plan and herein have
been fulfilled. Your stock option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:
(a) Your option will normally terminate on the earlier of (i) the date of
the expiration of the option or (ii) the 90th day after severance of
your employment relationship with the Corporation or any operating
subsidiary or division of the Corporation ("Operating Company") for
any reason, for or without cause. Whether an authorized leave of
absence, or an absence for military or government service, constitutes
severance of your employment relationship with the Corporation or
Operating Company will be determined by the Committee at the time of
the event. However, if before the expiration of your option, your
employment relationship with the Corporation or Operating Company
terminates as a result of your retirement in good standing or
disability under the established rules of the Corporation then in
effect, your option will remain in effect, vest and be exercisable in
accordance with its terms as if you remained an employee of the
Corporation or Operating Company. Generally, under current tax law, if
you exercise your option more than three months after retirement for
age or more than one year after retirement for disability, the tax
treatment accorded incentive stock options will not apply.
(b) In the event of your death during the term of your option, all
unvested options will vest immediately and your option may be
exercised by your estate, or by the person to whom such right devolves
from you by reason of your death, at any time within one year after
the date of your death or seven years after the date of grant,
whichever date occurs first.
5. Optionee acknowledges and agrees that nothing contained herein shall be
deemed an offer of employment to Optionee, a contract of employment or a promise
of continued employment by or with the Corporation or any Operating Company.
6. At the time or times when you wish to exercise your options, you are
asked to follow the procedures established by the Corporation for the exercise
of options which will be provided to you from time to time. In order to exercise
your options through attestation, you must use shares that you have held for at
least six months prior to exercise and that have not been used to exercise any
other option during such six-month period.
Page 2 of 2