PATTERSON DENTAL COMPANY
2002 STOCK OPTION PLAN
The purpose of the Patterson Dental Company 2002 Stock Option Plan (the "Plan") is to promote the interests of
Patterson Dental Company, a Minnesota corporation (the "Company"), by providing employees of the Company
and certain independent contractors with an opportunity to acquire a proprietary interest in the Company and
thereby develop a stronger incentive to contribute to the Company's continued success and growth. In addition,
the granting of stock options will assist the Company in attracting and retaining key personnel of outstanding
Wherever used in the Plan, the following terms have the meanings set forth below:
2.1 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder.
2.2 "Committee" means a committee of the Board of Directors of the Company designated by such Board to
administer the Plan and composed of not less than two directors. Beginning on the date the Company first
registers the Stock under
Section 12 of the Securities Exchange Act of 1934, each member of the Committee must be a "disinterested
person" within the meaning of Rule 16b-3.
2.3 "Incentive Stock Option" or "ISO" means a stock option which is intended to qualify as an incentive stock
option as defined in Section 422 of the Code.
2.4 "Non-Statutory Stock Option" or "NSO" means a stock option that is not intended to, or does not, qualify as
an incentive stock option as defined in
Section 422 of the Code.
2.5 "Option" means, where required by the context of the Plan, an ISO or NSO granted pursuant to the Plan.
2.6 "Optionee" means a Participant in the Plan who has been granted one or more Options under the Plan.
2.7 "Participant" means an individual described in Section 5 of this Plan who may be granted Options under the
2.8 "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange Commission under the