EXHIBIT 10(b)
SYSCO CORPORATION
NON-EMPLOYEE DIRECTORS STOCK PLAN
200__ STOCK OPTION AGREEMENT
Under the terms and conditions of the Sysco Corporation Amended and
Restated Non-Employee Directors Stock Plan, (the "Plan"), a copy of which is
incorporated herein by reference, Sysco Corporation (the "Corporation") grants
to [FirstName] [LastName] (the "Optionee") the option to purchase ______ 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 herein
by reference.
Under the terms of the Plan, this Option is not an incentive stock option,
therefore, it will not be governed by Section 422 of the Internal Revenue Code
of 1986, as amended.
This Option is subject to all the terms and conditions set forth in the
Plan and Terms and Conditions of Stock Option, and is accompanied by the
Corporation's Prospectus dated November 9, 2001.
Granted as of _________________.
SYSCO CORPORATION
________________________________
Name: _________________________
Title: _________________________
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TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTION
NON-EMPLOYEE DIRECTORS
__________________, 20___
1. In addition to the conditions set out in the Sysco Corporation Amended
and Restated Non-Employee Directors Stock Plan (the "Plan"), the exercise of
your option is contingent upon satisfying the provisions of this stock option
grant.
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 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 _________________.
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) Unless otherwise determined by the Board, your option will terminate
on the earlier of (i) the date of the expiration of the option or (ii)
termination of your service as a non-employee director. However,
unless otherwise determined by the Board, if (i) you serve out your
term but do not stand for re-election at the end thereof or (ii) you
retire from service on the Board (for reasons other than death) prior
to the expiration of your term and on or after the date you attain age
71, your option will remain in effect, continue to vest and be
exercisable in accordance with its terms as if you had remained a
director of the Corporation.
(b) In the event of your death while you are a non-employee director, all
unvested options will vest immediately and your options 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; provided, however, that no option may be
exercised after the expiration of seven years from the date of grant.
5. At the time or times when you wish to exercise your option, in whole or
in part, please refer to the provisions of the Plan dealing with methods and
formalities of exercising your option. If there is any variance or contradiction
between the provisions of the Plan and these Terms and Conditions of Stock
Option, the provisions of the Plan will prevail. 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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