EXHIBIT 10(xx)
SYSCO CORPORATION
2000 STOCK INCENTIVE PLAN
2002 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 $30.57 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 11, 2012 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 September 12, 2002.
SYSCO CORPORATION
Charles H. Cotros
Chairman & Chief Executive Officer
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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 provisions
of this document, certain of which are applicable during the period beginning
June 28, 2003, and ending June 30, 2007 (the "Vesting Period").
2. One-fifth of the total number of shares covered by your option will vest
each year for five years, commencing on June 28, 2003, the last day of the
fiscal year of Sysco Corporation (the "Corporation") in which these options were
granted, and on the last day of each fiscal year of the Corporation thereafter
until fully vested. This option will expire on the tenth anniversary of the date
of grant.
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 June 28, 2003. The Plan provides that the committee of the
Board of Directors of 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 the date of
the expiration of the option or upon 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 ten years after the date of
grant, whichever date occurs first.
5. 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.
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