AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the “Amendment”), effective as of December 31, 2008, by and between PSS World Medical, Inc., a
Florida corporation (the “Company”), and the officer of the Company whose signature appears below (“Executive”), amends
that certain Employment Agreement, dated as of the date indicated below, by and between the Company and Executive, as
heretofore amended (the “Agreement”).
The Compensation Committee of the Board of Directors of the Company and Executive have determined that it is in their
best interests to amend the Agreement to include special provisions intended to ensure compliance with Internal Revenue Code
Section 409A relating to deferred compensation.
In consideration of the mutual covenants contained herein, the Agreement is hereby amended as follows:
“(c) Termination by Executive. Executive’s employment may be terminated by Executive for Good Reason or no
reason. For purposes of this Agreement, “Good Reason” shall mean, without the written consent of Executive:
(i) any action by the Company that results in a material diminution in Executive’s position, authority, duties or
responsibilities as in effect on the Effective Date, excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by
(ii) a material reduction by the Company in Executive’s Base Salary as in effect on the Effective Date or as the
same may be increased from time to time, unless a similar reduction is made in salary of Peer Executives generally; or
(iii) any failure by the Company to comply with and satisfy Section 14(b) of this Agreement.
Notwithstanding anything in this Agreement to the contrary, a termination by Executive shall not constitute termination
for Good Reason unless Executive shall first have delivered to the Company written notice setting forth with specificity the
occurrence deemed to give rise to a