AMENDMENT TO THE PSS WORLD MEDICAL, INC.
2006 INCENTIVE PLAN
THIS AMENDMENT (this “Amendment”) to the PSS World Medical, Inc. 2006 Incentive Plan (the “Plan”) was approved
and adopted by the Compensation Committee of the Board of Directors of PSS World Medical, Inc. on December 11, 2008.
1. Section 11.3 of the Plan is hereby amended by deleting the word “Retirement.”
2. The first sentence of Section 14.6 and the first sentence of Section 14.7 are hereby amended by deleting the words “(or,
if later, the first date that such payment may be made without causing a violation of Section 409A of the Code)” and replacing
them with the words “(unless a later date is required by Section 17.4 hereof).”
3. The Plan is hereby amended by deleting Section 17.4 in its entirety and replacing it with the following:
“17.4 SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE .
(a) It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the
application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be
construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any
Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or
advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other
taxpayer as a result of the Plan or any Award.
(b) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or
benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise
be payable or distributable, or a different form of payment (e.g., lump sum or installment) would be effected, under the Plan or
any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’