EXHIBIT 10(uu)
SYSCO CORPORATION
1991 STOCK OPTION PLAN
2000 STOCK OPTION AGREEMENT
CORPORATE
Under the terms and conditions of the Sysco Corporation 1991 Stock
Option 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 $41.9375 per share,
subject to adjustment as provided in the Plan (the "Option").
This Option shall be for a term of ten years commencing on the date of
grant set forth below and ending on September 6, 2010, 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.
The Optionee in accepting this Option accepts and agrees to be bound by
all the terms and conditions of the Plan and the Terms and Conditions of Stock
Option which pertain to stock options granted under the Plan and acknowledges
receipt of the Corporation's initial disclosure document dated September 4,
1992, as supplemented by the Supplemental Disclosure dated September 7, 2000.
Granted as of September 7, 2000.
SYSCO CORPORATION
By
------------------------------------------
Charles H. Cotros, Chief Executive Officer
ACCEPTED:
- ----------------------------------------
Optionee
- ----------------------------------------
Date
(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)
PAGE 1 OF 2
TERMS AND CONDITIONS OF STOCK OPTION
CORPORATE
1. Please carefully review all the provisions of the Sysco Corporation 1991
Stock Option Plan (the "Plan"). In addition to the conditions set out in the
Plan, the exercise of your option is contingent upon satisfying the provisions
of this document, certain of which are applicable during the period beginning
September 7, 2000, and ending September 7, 2005 (the "Vesting Period").
2. Fiscal year 2000 is the base year for determining if vesting
requirements have been met. For your information, the Corporation's fiscal year
ends on the Saturday closest to June 30. One-third of the total number of shares
covered by your option will vest at such time or times as the Chief Financial
Officer of Sysco Corporation (the "Corporation") has certified in writing after
the conclusion of any of the five fiscal years of the Corporation ending during
the Vesting Period (i.e., fiscal year ending June 30, 2001, through fiscal year
ending July 3, 2005), that the earnings per share of the Corporation increased
at least 20% in the fiscal year just ended over the Corporation's earnings per
share for the prior fiscal year. If the earnings per share of the Corporation
should increase less than 20% in any fiscal year over the prior fiscal year, the
option will vest at such time or times as the Chief Financial Officer of the
Corporation has certified in writing after the conclusion of any fiscal year
ending within the five-year Vesting Period that the earnings per share of the
Corporation for the fiscal years ending after fiscal year 2000 have grown at the
minimum rate of 15% compounded annually over the base year, with one-third of
the total number of shares covered by your option vesting for each fiscal year
ending after fiscal year 2000 included in the calculation of the 15% compounded
minimum growth rate.
3. If neither of the vesting requirements set out in the paragraph
immediately above are met, your option may still vest, in part or in whole, when
the Chief Financial Officer of the Corporation has certified in writing that the
following criteria have been attained:
(a) For ANY fiscal year within the five-year Vesting Period in which
the Corporation's annual return on shareholders' equity equals or
exceeds 17.5% and the increase in earnings per share of the
Corporation over the prior fiscal year equals or exceeds 15%,
one-third of the option will vest.
(b) If the Corporation's AVERAGE annual return on shareholders'
equity for the five-year period ending July 3, 2005, equals or
exceeds 17.5% and the increase in earnings per share of the
Corporation over such five-year period equals or exceeds 10%
compounded annually, your option will fully vest.
4. If none of the vesting requirements set out above are met within the
Vesting Period as to any portion of an option, such option (or portion thereof)
will nonetheless vest and become exercisable ("Supplemental Vesting") six months
prior to the expiration thereof (the "Supplemental Vesting Date") provided that
you continue in the active employment of the Corporation or one of its
affiliates on the Supplemental Vesting Date. Supplemental Vesting shall not
apply if you have retired or become disabled (within the meaning of the
Corporation's Retirement Plan) or you are otherwise not actively employed by a
SYSCO company.
5. 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 September 7, 2001. The committee of the Corporation's Board
of Directors which administers the Plan (the "Committee") retains the right to
modify any vesting requirements set forth in these Terms and Conditions of Stock
Option for option holders who are (a) transferred from one operating subsidiary
or division of the Corporation ("Operating Company") to another (b) from the
corporate office to an Operating Company or (c) from any Operating Company to
the corporate office. The Plan provides that the Committee may waive any vesting
requirements set forth herein and may impose additional conditions to vesting of
this option after the date of this option.
6. 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 the date of
the expiration of the option or upon severance of your employment
relationship with the Corporation 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 will be determined
by the Committee at the time of the event. However, if before the
expiration of your option, you retire in good standing from the
employ of the Corporation for reasons of age 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 except that Supplemental Vesting will not occur after
your retirement or disability. 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 while you are an employee, or while
you are retired for age or disability as described in (a) above,
your option may be exercised by your estate, or by the person to
whom such right devolves from you by reason of your death, to the
extent your right to exercise such option has vested at the time
of your death, at any time within one year after the date of your
death or ten years after the date of grant, whichever date occurs
first.
7. At the time or times when you wish to exercise your option, 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.
PAGE 2 OF 2