EXHIBIT 10(ww)
SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN
2001 STOCK OPTION AGREEMENT
MIP PARTICIPANT
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 ("Sysco") grants to ________________________
(the "Employee") the option to purchase 15,000 shares of Sysco Common Stock,
$1.00 par value, at the price of $27.79 per share, subject to adjustment as
provided in the Plan (the "Option").
This Option shall be for a term of ten years commencing on this date
and ending September 10, 2011, and shall be subject to the attached Terms and
Conditions of Stock Option, which is 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 Employee 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 Plan dated November 3, 2000 and Sysco's initial disclosure
document dated March 7, 2001.
In addition, as consideration for the issuance of this Option, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, Employee agrees to be bound by the following:
CONFIDENTIALITY AND NONCOMPETITION
1. DEFINITIONS
(a) For the purposes of this Agreement, the following definitions shall
apply:
(i) "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.
(ii) "Confidential Information" means 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, to the extent not a "trade
secret,": information regarding customers, employees, contractors, and
the industry not 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.
(iii) "Company" shall mean Sysco and all of its subsidiaries.
(iv) "Company Business" shall mean the distribution of 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) and services to restaurants, healthcare and educational
facilities, lodging establishments or other similar customers of such
products.
(v) "Competing Business" shall mean any person, concern or
entity which is engaged in or conducts a business substantially the
same as the Company Business or any segment thereof.
(vi) "Territory," with respect to employees who are employed
by a Sysco subsidiary or operating division ("operating company"),
shall mean the geographic area in which any Sysco operating company
that has employed Employee at any time during the twenty-four month
period ending on the date of the termination of Employee's employment
with Sysco or an operating company has customers and/or transacts
business, and with respect to corporate employees (including those
employed directly by Sysco, Sysco Resources, Inc., or Sysco Personnel,
Inc.), shall mean all geographical areas in which any Sysco operating
Company has offices or transacts business. The parties hereto agree
that the Company serves customers throughout the Territory and
Employee's duties and responsibilities hereunder extend throughout the
Territory.
2. CONFIDENTIAL INFORMATION
Employee covenants and agrees that he or she will not at any time,
other than in the performance of his or her duties for the Company, both during
and after his or her employment by the Company, communicate or disclose to any
person or entity, or use for his or her 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
twenty-four (24) months after the termination, for any reason, of Employee's
employment with the Company. The disclosure of Trade Secrets by the Employee is
prohibited for the life of the Employee, or until the Trade Secret information
becomes publicly available through no fault of the Employee.
3. AGREEMENT NOT TO SOLICIT CUSTOMERS AND SUPPLIERS
Employee acknowledges that he or she provides unique services to the
Company which both parties acknowledge has resulted in and expect will continue
to result in the creation of goodwill for the Company
among its customers and suppliers. Employee's duties may include participating
in developing relationships with particular customers or suppliers on the
Company's behalf. Employee further acknowledges that Trade Secrets and
Confidential Information are the foundation of the Company's business and that
such Trade Secrets and Confidential Information change and evolve on a continual
basis.
Because the Company has agreed to expose Employee to various customers
and suppliers and/or disclose various Trade Secrets and Confidential Information
to Employee, in order to protect the Company's goodwill in its customers, as
well as its Trade Secrets and Confidential Information, Employee covenants and
agrees that during his or her employment by the Company and for a period of one
year following the termination of such employment for any reason, he or she will
not, without the prior written consent of the Company, either directly or
indirectly, on his or her own behalf or in the service or on behalf of others,
solicit, or attempt to divert or appropriate to a Competing Business, any
supplier or customer of any operating company that Employee had responsibility
for supervising at any time during the twenty-four months immediately preceding
termination of his or her employment, or if Employee is a corporate employee,
any supplier or customer with whom Employee dealt at any time during the
twenty-four month immediately preceding termination of his or her employment.
4. AGREEMENT NOT TO COMPETE
Employee recognizes that developing customers on behalf of the Company
takes substantial time, money and personal contact. Employee further
acknowledges that Trade Secrets, Confidential Information and the Company's
relationships with its customers and suppliers are the foundation of the
Company's business. Accordingly, in order to protect the Company's customer and
supplier relationships and the Company's Trade Secrets and Confidential
Information, Employee covenants and agrees that during employment by the Company
and for a period of one year after termination of such employment for any
reason, Employee will not, without prior written consent of the Company,
directly or indirectly, within the Territory, on behalf of himself or any
Competing Business, engage in any business in which Employee provides services
which are the same or substantially similar to Employee's duties during the last
twelve months of his or her employment with the Company.
5. AGREEMENT NOT TO SOLICIT EMPLOYEES
During his or her employment by the Company and for a period of one
year following termination of such employment for any reason, Employee will not
either directly or indirectly, solicit, divert or recruit any employee of the
Company to leave such employment to work for a Competing Business.
6. AGREEMENT NOT TO DISPARAGE
Following termination of his or her employment with the Company,
Employee agrees that he or she will neither say, write nor communicate in any
manner to any person or entity anything derogatory or negative about the
Company, and its officers, directors, employees, affiliates, and representatives
or any products or services of the Company, regardless of the truth or falsity
of the information, for a period of five years following such termination.
7. COMPANY PROPERTY
The physical embodiment of Employee's work, as well as all writings,
records, notes, files, memoranda, reports, price lists, devices, client lists,
plans, documents, equipment, apparatus, physical manifestations of programs and
like items, and all copies thereof, relating to the Company Business,
Confidential Information or Trade Secrets, which shall be prepared by Employee
or which shall be disclosed to or which shall come into the possession of
Employee, shall be and remain the sole and exclusive property
of the Company. Employee covenants and agrees that Employee will promptly
deliver to the Company the originals and all copies of any of the foregoing that
are in Employee's possession, custody or control, and any other property
belonging to the Company. In addition, Employee covenants and agrees to return
all Company property to the Company immediately upon termination of employment
without demand.
8. REMEDIES
Employee acknowledges and agrees that by virtue of the duties and
responsibilities attendant to his or her employment by the Company and the
special knowledge of the Company's affairs, business, clients and operations
that he or she has and will have as a consequence of such employment,
irreparable loss and damage will be suffered by the Company if Employee should
breach or violate any of the covenants and agreements contained in Sections 1-7
hereof. Employee further acknowledges and agrees that each of such covenants is
reasonably necessary to protect and preserve the Company Business and the assets
of the Company. Employee therefore agrees and consents that, in addition to any
other remedies available to the Company, the Company shall be entitled to an
injunction to prevent a breach or contemplated breach by Employee of any of the
covenants or agreements contained in such paragraphs.
9. NO EMPLOYMENT AGREEMENT
Employee acknowledges and agrees that nothing contained herein shall be
deemed an offer of employment to Employee, a contract of employment or a promise
of continued employment by or with the Company.
10. SEVERABILITY. If any one or more of the provisions of this
Agreement shall be held invalid, illegal or unenforceable in any respect, such
provision shall be deemed modified to most closely resemble the original intent
of the parties, without invalidating the remainder of this Agreement; and such
shall not affect any other provision of this Agreement and each other provision
of this Agreement shall be enforced to the full extent permitted by law.
11. ATTORNEYS FEES
Employee agrees and acknowledges that if the Company successfully
enforces any right under this Agreement through legal process of any kind, then
the Company shall be entitled to recover from Employee its costs of such
enforcement, including reasonable attorneys fees.
12. SURVIVAL
Notwithstanding the expiration or termination of this Agreement by any
party for any reason whatsoever, the rights and obligations set forth in
paragraphs 1- 11 above, will remain in full force and effect until they have
been fully exercised and discharged.
Granted as of September 11, 2001.
SYSCO CORPORATION
By:
---------------------------
Charles M. Cotros
ACCEPTED:
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Employee
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Date
(PLEASE RETURN A SIGNED COPY TO CONNIE S. BROOKS AND
RETAIN A COPY FOR YOUR FILES.)
TERMS AND CONDITIONS OF STOCK OPTION
MIP PARTICIPANT
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 this Option is contingent upon satisfying the
provisions of this document.
2. This Option shall vest as follows:
20% on July 2, 2005
20% on July 1, 2006
20% on June 30, 2007
20% on June 28, 2008
20% on June 27, 2009
Notwithstanding the foregoing, any unvested portion of this Option
shall automatically vest on the date you attain age sixty, provided that you are
employed by the Company on that date.
3. The vested portion of this Option may be exercised at any time on or
after the date which 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. The
Plan provides that the Compensation and Stock Option Committee may waive any
vesting requirements set forth herein.
4. Please note that this 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. This Option is in all respects limited and conditioned as
provided in the Plan, including, but not limited to, the following:
(a) Except as set forth below, this Option, whether or
not vested, will terminate on the date of the
severance of your employment relationship with the
Company or any subsidiary thereof for any reason, for
or without cause. Whether an authorized leave of
absence, or an absence for military or government
service, constitutes the severance of your employment
relationship with the Company will be determined by
the Sysco Compensation and Stock Option Committee at
the time of the event. Notwithstanding the foregoing,
however, if before the expiration of this Option you
retire in good standing from the employ of the
Company for reasons of age or disability under the
established rules of the Company then in effect, the
vested portion of this Option will remain in effect
and be exercisable in accordance with its terms as if
you remained an employee of the Company.
(b) As set forth in the Plan, in the event of your death
while this Option is outstanding, this 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 this 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.
Thereafter, all portions of this Option will
terminate.
5. At the time or times when you wish to exercise this Option, in whole
or in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising this Option or follow the procedures provided to you
by the Company from time to time. If there is any variance or contradiction
between the provisions of the Plan and the terms and conditions above, the
provisions of the Plan will prevail.