CONSULTING AND RESTRICTIVE COVENANTS AGREEMENT
THIS CONSULTING AND RESTRICTIVE COVENANTS AGREEMENT (this "Agreement") is made and
entered into this13th day of June, 2002 by and between PSS World Medical, Inc. (the "Company"), and
Douglas J. Harper ("Harper"), to be effective as of July 26, 2002 (the "Effective Date").
Harper currently serves as the President of the Physician Sales & Service division of the Company, pursuant to
an Employment Agreement, dated as of April 1, 1998 between the Company and Harper, as amended (the
"Employment Agreement"). Prior to Effective Date, Harper will resign from his positions as an officer or
employee of the Company and will thereafter provide consulting services to the Company upon the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Resignations. Harper hereby tenders his resignation as the President of the Physician Sales & Service division
of the Company and from any other position he may hold as an employee or officer of the Company, which
resignation will be effective as of twelve o'clock noon E.S.T. on the Effective Date. As provided further in this
Agreement, Harper will provide consulting services to the Company after the Effective Date.
2. Release of Claims. At the Effective Date, Harper shall execute and deliver to the Company a Release of
Claims in substantially the form attached hereto as Exhibit A.
3. Severance Benefits. In accordance with Section 8(e) of the Employment Agreement, the Company shall
provide to Harper the following severance benefits:
(a) Accrued Payments. At the Effective Date, the Company shall make payments to Harper related to his
employment with the Company in the amount of his accrued but unpaid salary and any accrued but unpaid