PATTERSON DENTAL COMPANY
CAPITAL ACCUMULATION PLAN
SECTION 1. Purpose of the Plan.
The name of this plan is PATTERSON DENTAL COMPANY CAPITAL ACCUMULATION PLAN (the
"Plan"). The purpose of the Plan is to enable PATTERSON DENTAL COMPANY (the "Company") and its
Subsidiaries to attract, retain and motivate officers and other key employees, to compensate them for their
contributions to the growth and profits of the Company and to encourage ownership of stock in the Company on
the part of such personnel. The Plan provides incentives to participating officers and other key employees which
are linked directly to increases in stockholder value and will therefore inure to the benefit of all stockholders of
SECTION 2. Definitions.
For purposes of the Plan, capitalized terms not otherwise defined herein shall have the meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means termination by the Company or a Subsidiary of a Participant's employment upon (i) the willful
and continued failure by such Participant to substantially perform his duties with the Company or a Subsidiary
(other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to such Participant by the Board, which demand specifically identifies the
manner in which the Board believes that such Participant has not substantially performed his duties, or (ii) the
willful engaging by a Participant in conduct which is demonstrably and materially injurious to the Company or a
Subsidiary, monetarily or otherwise, including a violation of Company policies as set forth in the Company's
Policy and Procedure Manual, as the same may be amended from time to time, or policies adopted from time to
time by the Company for officers and key employees and communicated in writing to Participants. For purposes
of this Subsection, no act, or failure to act, on a Participant's part shall be deemed