SYY » Topics » Shares Subject to the 2007 Stock Incentive Plan

This excerpt taken from the SYY DEF 14A filed Sep 26, 2007.
Shares Subject to the 2007 Stock Incentive Plan
 
Subject to the adjustments described below, the maximum number of shares of SYSCO common stock that may be delivered pursuant to the 2007 Stock Incentive Plan during its term shall be 30 million. The following additional maximums are imposed under the 2007 Stock Incentive Plan: (i) the maximum number of shares of common stock that may be issued pursuant to stock options and SARs is 25 million; (ii) the maximum number of shares of common stock that may be issued pursuant to awards other than stock options and SARs is 5 million, adjusted as follows: up to 11,250,000 shares may be issued in connection with awards other than options and SARs, provided that for every share in excess of 5 million awarded with respect to such other awards, the aggregate number of shares available under the 2007 Stock Incentive Plan shall be reduced by four shares; (iii) the maximum number of shares that may be covered by all stock options and/or SARs granted to any individual during any fiscal year is 750,000; (iv) the maximum number of shares that may be covered by all awards other than stock options and SARs granted to any individual during any fiscal year is 250,000; and (v) the company’s three-year rolling average annual usage of shares under the Plan will not exceed 1-1/2% of total shares outstanding, measured as of the first day of each fiscal year in which grants are being made; for fiscal 2008 and fiscal 2009, this calculation shall be made by reference to the company’s usage of shares under the 2004 Stock Option Plan for fiscal 2006 and fiscal 2007, which was 0.77% and 1.05%, respectively. If the 2007 Stock Incentive Plan is approved, we may not issue any new awards under the 2004 Stock Option Plan.
 
If any shares of common stock subject to an award are forfeited or cancelled, or if an award terminates or expires without a distribution of shares to the grantee, the shares of common stock with respect to such award shall, to the extent of any such forfeiture or cancellation, again be available for awards under the Plan; provided, however, that with respect to SARs that are settled in common stock, the aggregate number of shares of common stock subject to the SAR grant shall be counted against the shares available for issuance under the Plan as one share for every share subject thereto, regardless of the number of shares used to settle the SAR upon exercise. To the extent that shares of common stock subject to awards other than Options and SARs, and the issuance of which reduced the aggregate number of shares authorized for issuance under the Plan by four shares, are forfeited or cancelled, or if such an award terminates or expires without a distribution of shares to the grantee, the number of shares of common stock remaining for award grants hereunder shall be increased by four for each such share.


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If the company undergoes a recapitalization, reclassification, stock split, stock dividend, combination, subdivision or another similar transaction affecting the common stock, or if the company makes an extraordinary dividend or distribution (including, without limitation, to implement a spinoff), then, subject to any required action by stockholders, the number and kind of shares available under the 2007 Stock Incentive Plan, and the various award grant limitations contained in the 2007 Stock Incentive Plan, will be automatically adjusted accordingly. In addition, subject to any required stockholder action, the number and kind of shares covered by outstanding awards and the price per share of outstanding awards, shall be automatically proportionately adjusted to reflect such an event.
 
If the company merges or consolidates with another corporation, or is liquidated or disposes of all or substantially all of its assets, then the Committee may deal with outstanding Options under the 2007 Stock Incentive Plan in any of the following ways: First, it may provide for each holder of an Option or other award to receive, upon exercise of such Option or award, the same securities or other property that the company’s stockholders receive in the transaction. Second, it may provide for each holder of an Option or other award to receive, upon exercise of such Option or award, stock of the surviving corporation in the transaction, having a value equal to the consideration received by the company’s stockholders in the transaction. Third, it may cause Options or other awards to vest (if they have not otherwise vested under the change-in-control provisions of the 2007 Stock Incentive Plan). Fourth, it may cancel Options or SARs, provided that in the case of in-the-money Options or SARs, the cancellation shall be contingent upon a payment to the participants having a value equal to the difference between the value of the underlying shares (based on the transaction consideration) and the exercise or base price.
 
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