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EXHIBIT 10(g)
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AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Amended and Restated September 4, 1997
This Non-Employee Directors Stock Option Plan (the "Plan") is
established to attract, retain and compensate for service as members of the
Board of Directors highly qualified individuals who are not current employees
of Sysco Corporation (the "Corporation") and to enable them to increase their
ownership in the Corporation's common stock. This Plan will be beneficial to
the Corporation and its stockholders since it will allow these directors to
have a greater personal financial stake in the Corporation through the
ownership of Corporation common stock, in addition to underscoring their common
interest with stockholders in increasing the value of the Corporation over the
longer term.
1. ELIGIBILITY. All members of the Corporation's Board of Directors
who are not current employees of the Corporation or any of its subsidiaries
("Non-Employee Directors") are eligible to participate in this Plan.
2. OPTIONS. No stock options granted pursuant to this Plan
("Options") may be "Incentive Stock Options" under Section 422 of the Internal
Revenue Code of 1986, as amended.
3. SHARES AVAILABLE.
(a) Number of Shares Available: There are hereby reserved for
issuance under this Plan 200,000 shares of the Corporation's Common Stock,
$1.00 par value per share ("Common Stock"), which may be authorized but
unissued shares, treasury shares, or shares purchased on the open market.
(b) Recapitalization Adjustment: In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Corporation, adjustments in the number and
kind of shares authorized by this Plan, in the number and kind of shares to be
issued under Section 4 below, in the number and kind of shares covered by
outstanding Options under this Plan, and in the option price thereof, shall be
made if, and in the same manner as, such adjustments are made to options issued
under the Corporation's plan pursuant to which Incentive Stock Options may be
granted which is then in effect.
4. ANNUAL GRANT OF STOCK OPTIONS. If the Corporation achieves for
any fiscal year an increase in after-tax earnings per share of 10% or more over
after-tax earnings per share for the prior fiscal year, determined consistently
with determinations made in connection with the measurement of the
Corporation's performance under incentive compensation plans for management of
the Corporation, or in the event such increase is not achieved, if the Board of
Directors shall waive this requirement, each individual elected, re-elected or
continuing as a Non-Employee Director shall automatically receive an Option for
2,000 shares of Common Stock on the first business day (the "Award Date") after
the Corporation's Annual Meeting of Stockholders which follows the close of
such fiscal year. Notwithstanding the foregoing, if, on the Award Date, the
General Counsel of the Corporation determines, in his/her sole discretion, that
the Corporation is in possession of material, undisclosed information about the
Corporation, then the annual grant of Options to Non-Employee Directors shall
be suspended until the second day after public dissemination of such
information, and the price, exercisability dates and option period shall then
be determined by reference to such later date. If Common Stock is not traded
on the New York Stock Exchange ("NYSE") on any date a grant would otherwise be
awarded, then the grant shall be made the next day thereafter on which Common
Stock is so traded. The foregoing notwithstanding, the first Option grant
pursuant to this Plan shall be made effective as of December 12, 1994. All
Option grants pursuant to this Plan shall be evidenced by a written instrument
consistent with the provisions hereof.
5. OPTION PRICE. The price of the Option shall be the last closing
price of the Corporation Common Stock on the NYSE prior to the grant of the
Option.
6. OPTION PERIOD. An Option granted under the Plan shall become
exercisable and shall expire in accordance with the vesting and other
conditions contained on Exhibit A hereto, or in accordance with such other
vesting requirements as the Board of Directors shall substitute at or after the
date of grant with respect to any
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individual or group of individuals; provided, however, that no Option may be
exercised later than ten years after the date of grant thereof.
7. PAYMENT. The Option exercise price shall be paid in cash in U.S.
dollars at the time the Option is exercised or in shares of Corporation Common
Stock having an aggregate value equal to the Option exercise price (determined
as of the first business day prior to the date of exercise, pursuant to the
formula set forth in paragraph 5 above) or by a combination of cash and Common
Stock.
8. CESSATION OF SERVICE. Upon cessation of service as a Non-
Employee Director (for reasons other than death), all Options, whether or not
exercisable at the date of cessation of service, shall be forfeited by the
grantee; provided, however, that, subject to Paragraph 3 of Exhibit A, if a
grantee leaves the Board of Directors in "good standing" (for reasons other
than death), such grantee's Options shall remain in effect, vest, become
exercisable and expire as if the grantee had remained a Non-Employee Director
of the Corporation. Whether or not a Non-Employee Director has left the Board
in "good standing" shall be determined by the Corporation's Board of Directors,
in its sole discretion; provided, however, that any Non-Employee Director who
serves out his/her term but does not stand for re-election at the end thereof
shall be deemed to have left the Board of Directors in "good standing."
9. DEATH. Upon the death of a Non-Employee Director, only those
Options which were exercisable on the date of death shall be exercisable by
his/her legal representatives or heirs. Such Options must be exercised within
one year from date of death or they shall be automatically forfeited (but in no
event may the Options be exercised beyond the last date on which they could
have been exercised had the Non-Employee Director not died).
10. ADMINISTRATION AND AMENDMENT OF THE PLAN. This Plan shall be
administered by the Board of Directors of the Corporation. This Plan may be
terminated or amended by the Board of Directors as it deems advisable.
However, amendments to this Plan shall not be made more frequently than every
six months unless necessary to comply with the Internal Revenue Code of 1986,
as amended, or with the Employee Retirement Income Security Act of 1974, as
amended, or any successors thereto, or the regulations promulgated thereunder.
No amendment may revoke or alter in a manner unfavorable to the grantees any
Options then outstanding, nor may the Board amend this Plan without stockholder
approval where the absence of such approval would cause the Plan to fail to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Act"), or any other requirement of applicable law or regulation. An
Option may not be granted under this Plan after that date which is ten years
from the date of stockholder approval of this Plan, but Options granted prior
to that date shall continue to become exercisable and may be exercised
according to their terms.
11. NONTRANSFERABILITY. No Option granted under this Plan is
transferable other than by will or the laws of descent and distribution.
During the grantee's lifetime, an Option may be exercised only by the grantee
or the grantee's guardian or legal representative.
12. COMPLIANCE WITH SEC REGULATIONS. It is the Corporation's intent
that this Plan comply in all respects with Rule 16b-3 under the Act and any
regulations promulgated thereunder. If any provision of this Plan is at any
time found not to be in compliance with the Rule, the provision shall be deemed
null and void. All grants and exercises of Options under this Plan shall be
executed in accordance with the requirements of Section 16 of the Act, as
amended, and any regulations promulgated thereunder.
13. MISCELLANEOUS. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted an Option under this Plan.
Neither this Plan nor any actions hereunder shall be construed as giving any
director any right to be retained in the service of the Corporation.
14. EFFECTIVE DATE. This Plan shall be effective on December 1,
1994, subject to stockholder approval hereof being obtained at the
Corporation's 1995 Annual Meeting of Stockholders; provided, however, that all
Option grants made hereunder prior to this Plan having been approved by the
Corporation's stockholders are hereby expressly made contingent upon obtaining
such approval.
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EXHIBIT A TO SYSCO CORPORATION
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
In addition to the conditions set out in the Plan, the exercise of an
Option is contingent upon satisfying the below requirements:
1. The fiscal year immediately prior to the fiscal year in which the
Option is granted is the "Base Year" for determining if vesting requirements
have been met. One-third of the total number of shares covered by an Option
shall vest at the conclusion of each of the next three fiscal years of the
Corporation following the Base Year, provided that the earnings per share of
the Corporation increased at least 20% in such fiscal year over the
Corporation's earnings per share for the prior fiscal year. If earnings per
share of the Corporation should increase less than 20% in any one fiscal year
over the prior fiscal year, the Option can be vested at the conclusion of any
fiscal year ending within the five-year period following the date of grant of
the Option (the "Vesting Period") in which earnings per share of the
Corporation for the fiscal years after the Base Year have grown at a minimum
rate of 15%, compounded annually, with one-third of the total number of shares
covered by the Option to vest for each fiscal year after the Base Year included
in the calculation of the 15% compounded minimum growth rate.
2. If neither of the vesting requirements set out in the paragraph
immediately above are met, an Option may still vest, in part or in whole,
subject to the following criteria:
(a) For any fiscal year within the Vesting Period in which the
Corporation's annual return on shareholders' equity (computed in a
manner consistent with the computation of the Corporation's annual
return on shareholders' equity under the Corporation's incentive
compensation plans for management of the Corporation) 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 (computed in a manner consistent with the
computation of the Corporation's annual return on shareholders' equity
under the Corporation's incentive compensation plans for management of
the Corporation) for the five fiscal years ending within the Vesting
Period equals or exceeds 17.5% and the increase in earnings per share of
the Corporation over such five fiscal years equals or exceeds 10%,
compounded annually, the Option will fully vest.
3. 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 six months prior to the
expiration thereof (the "Supplemental Vesting Date") provided that the grantee
of the Option (the "Grantee") continues to serve on the Corporation's Board of
Directors as a Non-Employee Director on the Supplemental Vesting Date.
Notwithstanding anything in Section 8 of the Plan to the contrary, if any
Option (or portion thereof) has not vested by the end of the Vesting Period,
said Option (or portion thereof) shall be automatically forfeited when the
Grantee ceases to serve as a Non-Employee Director (for reasons other than
death) if such cessation occurs prior to the Supplemental Vesting Date.
4. Subject to the limitations set forth in the Plan, the vested
portion of an Option may be exercised at any time following the conclusion of
the fiscal year in which it vests, provided that at the time of exercise all of
the conditions set forth in the Plan have been met. No portion of any Option
may be exercised prior to one calendar year following the date of grant
thereof.
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