<PAGE>
 
                                                                   EXHIBIT 10.39

                             MAXXIM MEDICAL, INC.

                1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


     THIS 1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN (this "Plan") is
adopted by the Board of Directors (the "Board of Directors") of MAXXIM MEDICAL,
INC., a Texas corporation (the "Company"), effective this 9th day of April, 1999
(the "Adoption Date").

                             W I T N E S S E T H:

     WHEREAS, the Company believes that allowing certain non-employee directors
of the Company to obtain shares of common stock, $.001 par value ("Common
Stock"), of the Company by granting stock options as hereinafter provided is
beneficial to the initial and continued success of the Company;

     NOW, THEREFORE, the Company agrees to provide for the granting of stock
options to the non-employee directors of the Company, subject to the following
conditions and provisions:

     1.   Purpose. The purpose of this Plan is to secure for the Company and its
          -------                                                               
stockholders the benefits that flow from providing its non-employee directors
with the incentive inherent in common stock ownership. The Company recognizes
that stock option plan may allow the Company to attract and retain qualified and
competent persons for service as members of the Company's Board of Directors
because of the opportunity offered to acquire a proprietary interest in the
business of the Company.

     2.   Amount of Stock. The total number of shares of Common Stock to be
          ---------------                                                  
subject to options granted pursuant to this Plan shall not exceed 80,000 shares.
This total number of shares shall be subject to appropriate and automatic
increase or decrease under Section 11 of this Plan (without the need for further
action on the part of the Board of Directors of the Company), in the event of a
stock dividend, or upon a subdivision, split-up, combination or reclassification
of, the shares purchasable under such options, as contemplated in Section 11.

     3.   Eligibility and Participation. Options may be granted pursuant to this
          -----------------------------                                         
Plan only to non-employee directors of the Company (such non-employee directors
being hereinafter sometimes called "directors"). Directors who are employees of
the Company or a parent or a subsidiary of the Company shall not be eligible to
participate in this Plan. The holder of any option granted pursuant to this Plan
shall not have any of the rights of a shareholder with respect to the shares
covered by the option until one or more certificates for such shares shall be
delivered to him upon the due exercise of the option.

                                     105 -
<PAGE>
 
     4.   Option Agreement. The terms and provisions of each option granted
          ----------------                                                 
under this Plan shall be as set forth in a Non-Employee Director Stock Option
Agreement (hereinafter called an "Option Agreement"), between the Company and
the director receiving such option in form and content substantially similar to
the Option Agreement attached hereto as EXHIBIT A.

     5.   Options Shares.  On the Adoption Date, the Company shall grant to each
          --------------                                                        
director an option to purchase 10,000 shares of Common Stock, subject to the
provisions of Section 16 hereof.  In addition, on the date that any new director
is elected at an annual meeting of the shareholders of the Company during the
term of this Plan, the Company shall grant to each such new director an option
to purchase 10,000 shares of Common Stock.

     6.   Price. The purchase price per share of Common Stock purchasable under
          -----                                                                
options granted pursuant to this Plan on the Adoption Date shall be eighty-five
percent (85%) of the opening price per share of the Common Stock on the New York
Stock Exchange on the Adoption Date.  The purchase price per share of Common
Stock purchasable under options granted pursuant to this Plan after the Adoption
Date shall be eighty-five percent (85%) of the opening price per share of the
Common Stock on the New York Stock Exchange, or such other exchange as the
Common Stock may then be traded, on the day such options are granted.  The full
purchase price of shares purchased shall be paid upon exercise of the option.
The purchase price per share shall be subject to adjustment under Section 11 of
this Plan.

     7.   Exercise Period. All shares of Common Stock purchasable under any
          ---------------                                                  
option granted under this Plan will be purchasable after the first anniversary
of the first annual meeting of the shareholders of the Company held after the
grant of such option, provided that if the option is granted on the date of an
annual shareholders' meeting, such shares will be purchasable after the next
annual shareholders' meeting, and further provided that the director holding
such option must have served as a director of the Company at all times from the
date of grant.

     8.   Option Period. The period of time within which options granted
          -------------                                                 
pursuant to this Plan must be exercised shall be a period of three (3) years
after such option first becomes exercisable. The actual expiration date stated
in an Option Agreement is hereinafter called the "Expiration Date."

     9.   Termination. Each Option Agreement will provide that:
          -----------                                          

          (a)  If the director for any reason whatsoever, other than death or
     permanent and total disability, as defined in (b) below, ceases to be a
     director of the Company, the option may be exercised by the director within
     one (1) year after the date of such termination, but in no event later than
     the Expiration Date.

          (b)  If the director becomes permanently and totally disabled, as
     hereinafter defined, while serving as a director of the Company, the option
     will automatically 

                                     106 -
<PAGE>
 
     become exercisable in full and may be exercised by the director at any time
     before one (1) year after the date of disability or the Expiration Date,
     whichever is earlier.

          "Permanently and totally disabled" means being unable to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     which has lasted or can be expected to last for a continuous period of not
     less than twelve (12) months. In the absence of any specific requirements
     for this determination, the decision of the Board of Directors of the
     Company, as aided by any physicians designated by the Board of Directors
     shall be conclusive, and the Board of Directors shall send written notice
     to the director of the determination that he has become permanently and
     totally disabled.

          (c)  In the event that the director dies while serving as a director
     of the Company, the option will automatically become exercisable in full
     and may be exercised by a legatee or legatees of the director under his
     will, or by his personal representatives or distributees, at any time
     before one (1) year after the date of death or the Expiration Date,
     whichever is earlier.

Nothing in (a), (b) or (c) shall extend the time for exercising any option
granted pursuant to this Plan beyond the Expiration Date.

     10.  Assignability. Each Option Agreement shall provide that the option
          -------------                                                     
granted thereby shall not be transferable or assignable by the director in any
form or fashion, and that the option may be exercised only by the director
during his lifetime, or as otherwise expressly set forth in EXHIBIT A hereto.

     11.  Changes in Capital Structure. Each option granted pursuant to this
          ----------------------------                                      
Plan shall provide that if the option shall, subject to Section 12, be exercised
subsequent to any share dividend, stock split, reverse stock split, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
reorganization, or liquidation occurring after the date of the grant of the
option, as a result of which shares of any class have been issued in respect of
outstanding Common Stock or Common Stock has been changed into the same or a
different number of shares of the same or another class or classes, then the
director or directors so exercising the option shall receive, for the aggregate
price paid upon such exercise, the aggregate number and class of shares that, if
Common Stock (as authorized at the date of the grant of the option) had been
purchased at the date of the grant of the option for the same aggregate price
(on the basis of the price per share set forth in Section 6 hereof) and had not
been disposed of, such director or directors would be holding, at the time of
such exercise, as a result of such purchase and all such share dividends, stock
split, reverse stock split, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares, reorganizations, or
liquidations; provided, however, that no fractional share shall be issued upon
any such exercise, and the aggregate price paid shall be appropriately reduced
on account of any fractional share not issued.

                                     107 -
<PAGE>
 
     12.  Change in Control. Notwithstanding anything in this Plan to the
          -----------------                                              
contrary, in the event of a Change in Control (as defined below), the
unexercised options outstanding under this Plan will automatically become
exercisable in full as of the effective date of such Change in Control.  In the
event of a dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, any
outstanding options hereunder may be terminated by the Company as of the
effective date of such dissolution, liquidation, merger or consolidation by
giving notice to each holder thereof of its intention to do so not less than ten
(10) days preceding such effective date and permitting the exercise until such
effective date, or the Expiration Date if earlier, of all of such outstanding
options.  Notwithstanding the preceding sentence, if the Company is not the
surviving corporation as a result of the Company being reorganized or merged or
consolidated with another corporation while unexercised options are outstanding
under this Plan, the surviving corporation may assume the unexercised options
outstanding under this Plan or substitute new options in the surviving
corporation for the outstanding options; provided, however, that the excess of
the aggregate fair market value of the securities subject to the options
immediately after the substitution or assumption over the aggregate option price
of such shares is not less than the excess of the aggregate fair market value of
the Common Stock subject to the outstanding option immediately before such
substitution or assumption over the aggregate option price of such Common Stock.
The existence of this Plan or of options granted hereunder shall not in any way
prevent any Change in Control transaction, and no holder of options granted
under this Plan shall have the right to prevent any such transaction.

     "Change in Control" of the Company means and shall be deemed to have
occurred if and when (i) any "person" (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934) becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 40% or more of the
combined voting power of the Company's then outstanding securities; (ii)
individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the shareholders of the Company involving a
contest for the election of directors do not constitute a majority of the Board
of Directors following such election; (iii) the shareholders of the Company
approve the dissolution or liquidation of the Company; (iv) the shareholders of
the Company approve an agreement to merge or consolidate, or otherwise
reorganize, with or into one or more entities which are not subsidiaries of the
Company, as a result of which less than 50% of the outstanding voting securities
of the surviving or resulting entity are, or are to be, owned by former
shareholders of the Company (excluding from the term "former shareholders" a
shareholder who is, or as a result of the transaction in question becomes, an
"affiliate", as that term is used in the Securities Exchange Act of 1934 and the
Rules promulgated thereunder, of any party to such merger, consolidation or
reorganization); or (v) the shareholders of the Company approve the sale of
substantially all of the Company's business and/or assets to a person or entity
which is not a subsidiary of the Company.

     13.  Registration Rights. The directors shall have no registration rights
          -------------------                                                 
with respect to the shares of Common Stock issuable upon exercise of the options
granted under this Plan.

                                     108 -
<PAGE>
 
     14.  Sale of Stock after Exercise of Option. Any director exercising any
          --------------------------------------                             
option under the terms of this Plan will be required to agree that, unless the
shares obtained as a result of such exercise have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or may otherwise be
sold pursuant to an available exemption from such registration under the
Securities Act, such director will not dispose of any such shares thereafter
without the prior approval of the Company.

     Unless the Company files a registration statement with respect to the
shares issuable under the Plan, the Company shall require that a legend be
placed on any share certificates issued through the exercise of any option
granted under this Plan with respect to the foregoing restrictions. Such legend
shall be placed either on the front or back of such share certificates and shall
note that the shares are governed by this Plan.

     This Plan shall be kept at the registered office of the Company and shall
be available for inspection by any appropriate party.

     15.  Amendment of the Plan. The Board of Directors may from time to time
          ---------------------                                              
alter, amend, suspend or discontinue this Plan and make rules for its
administration; provided, however, that the Plan may not be amended more than
once every six (6) months, other than to conform to changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

     16.  Shareholder Approval. This Plan will be submitted to the shareholders
          --------------------                                                 
of the Corporation for approval at the 1999 Annual Meeting of Shareholders and
shall be approved by the affirmative vote of a majority of the outstanding
shares of Common Stock of the Company voted at the Meeting, in person or by
proxy, provided that the total vote cast on the proposal to adopt the Plan
(including abstentions) represents more than 50% of the total number of shares
of Common Stock outstanding on the record date set for the Meeting.  In the
event that the Plan is not so approved, the Plan and all options previously
granted thereunder shall automatically terminate.

     17.  Termination Of Plan. Unless terminated earlier, this Plan shall
          -------------------                                            
terminate effective the date of the 2003 Annual Meeting of Shareholders.  Any
option outstanding under this Plan at the time of the termination of this Plan
shall remain in effect until such option shall have been exercised or the
Expiration Date thereof occurs, whichever is earlier.

     18.  Exhibits. EXHIBIT A (attached) is hereby incorporated into this Plan
          --------                                                            
by reference.

                                     109 -
<PAGE>
 
                                  EXHIBIT "A"

                             MAXXIM MEDICAL, INC.

                 NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
                                        

     THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this "Agreement"),
effective as of __________________, _____ (the Effective Date"), by and between
MAXXIM MEDICAL, INC., a Texas corporation (the "Company"), and
__________________, an individual residing in  (the "Optionee");

                             W I T N E S S E T H:

     WHEREAS, the Optionee is a member of the Board of Directors of the Company
but is neither an employee nor an executive officer of the Company on the
effective date hereof; and

     WHEREAS, in consideration of the Optionee's past service to the Company and
to provide the Optionee with additional incentive to remain as a director of the
Company, the Company has agreed to grant the Optionee options to purchase shares
of common stock, $.001 par value ("Common Stock"), of the Company; and

     WHEREAS, by granting the Optionee options to purchase shares of Common
Stock pursuant to the terms of this Agreement, the Company intends to carry out
the purposes set forth in the 1999 Non-Employee Directors' Stock Option Plan of
the Company (the "Plan") adopted by the Board of Directors of the Company (the
"Board of Directors"); and

     WHEREAS, the Company and the Optionee desire to set forth the terms and
conditions of such options to purchase Common Stock;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:

     1.   Grant of Option. The Company hereby grants to the Optionee the option
          ---------------                                                      
(the "Option") to purchase all or any part of an aggregate of Ten Thousand
(10,000) shares of Common Stock (such shares, as increased or decreased in
accordance with Section 8 hereof, being referred to herein as the "Option
Shares") for a purchase price of $_______________ per share (the "Exercise
Price"), upon the additional terms and conditions hereinafter set forth.

     2.   Availability of Option Shares and Term of Option. The Option shall be
          ------------------------------------------------                     
fully exercisable after the first anniversary of the first annual meeting of the
shareholders of the Company held after the grant of such option, provided that
if the option is granted on the date of an annual shareholders' meeting, such
shares will be purchasable after the next annual 
<PAGE>
 
shareholders' meeting (the "Vesting Date"), and provided further that such
vesting is expressly conditioned upon the Optionee having served as a director
of the Company at all times from the date of grant up to the date preceding the
Vesting Date. The Option shall expire and terminate as to any Option Shares not
purchased by the Optionee on or prior to the expiration of three years from the
Vesting Date (the "Expiration Date"), subject to earlier termination as set
forth in Section 13.

     3.   Method of Exercising the Option. Subject to the limitations contained
          -------------------------------                                      
in Section 2, the Option shall be exercised by the Optionee delivering to the
Company, on or prior to the Expiration Date or the date of any earlier
termination pursuant to Section 13 (i) written notice from the Optionee stating
that the Optionee is exercising the Option, and specifying the number of Option
Shares that the Optionee desires to purchase ("Notice"), and (ii) a check
payable to the order of the Company in an amount equal to the then current
Exercise Price multiplied by the number of Option Shares that the Optionee has
indicated he desires to purchase in the Notice (the "Payment"). The Option may
be exercised as to all, or any whole number, of the Option Shares exercisable as
of the date of the Notice. The failure of the Optionee to exercise the Option as
to all of the Option Shares available for exercise as of the date of the Notice
shall not be deemed to be a waiver or forfeiture of the Optionee's right to
later exercise the Option as to any Option Shares not previously purchased. For
purposes of Section 2 hereof, the exercise of the Option to purchase the Option
Shares specified in the Notice shall be deemed to have taken place on the date
that Notice and Payment are actually received by the Company in accordance with
this Section 3.

     4.   Transferability of Option. The Option shall be exercisable (i) during
          -------------------------                                            
the Optionee's lifetime only by the Optionee, or his guardian or legal
representative, or (ii) in the event of his death, by his heirs or legatees in
accordance with his will or the laws of descent and distribution (but only to
the extent the Option would be exercisable by the Optionee under Section 2 or as
set forth in Section 13), and shall not otherwise be transferable or assignable,
in whole or in part.

     5.   Payment of Taxes upon Exercise. The Optionee understands and
          ------------------------------                              
acknowledges that under currently applicable law, the Optionee may be required
to include in his taxable income, at the time of exercise of the Option, the
amount by which the value of the Option Shares purchased (the "Exercise Shares")
exceeds the Exercise Price paid. The Optionee hereby authorizes the Company to
withhold Exercise Shares of a value equivalent to the amount of tax required to
be withheld by the Company out of any taxable income derived by the Optionee
upon exercise of the Option; provided, however, that the Optionee may, in the
alternative, in order to satisfy such withholding requirement, deliver to the
Company cash or other shares of Common Stock owned by the Optionee.

     6.   Investment Representation/Securities Law Requirements. The Optionee
          -----------------------------------------------------              
represents that the Option Shares available for purchase by the Optionee under
this Agreement will be acquired only for investment and not with a view toward
resale or distribution. The Optionee agrees and understands that the Option
Shares may be restricted securities as defined in Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), 
<PAGE>
 
and, in such case, may not be sold, assigned or transferred, unless the sale,
assignment or transfer of such shares is registered under the Securities Act and
applicable blue sky laws, as now in effect or hereafter amended or under
applicable exemptions therefrom. In the case of any sale under such an
exemption, the Company will require an opinion of counsel in form and substance
satisfactory to the Company from counsel acceptable to the Company that such
registrations are not required. The Optionee further understands and agrees
that, unless issued pursuant to an effective registration statement under the
Securities Act, the following legend shall be set forth on each certificate
representing Option Shares:

     "The shares represented by this certificate have not been registered under
     the Securities Act of 1933 or under the blue sky laws of any state, and may
     not be sold, assigned or transferred except upon such registration or upon
     receipt by the Company of an opinion of counsel in form and substance
     satisfactory to the Company from counsel acceptable to the Company that
     such registrations are not required for such sale, assignment or transfer."

     7.   No Rights as Shareholder. The Optionee shall not have any rights as a
          ------------------------                                             
shareholder with respect to any of the Option Shares until the date of issuance
by the Company of a stock certificate to the Optionee for such shares. Except as
otherwise provided in Section 11 hereof, the Optionee shall not be entitled to
any dividends, cash or otherwise, or any adjustment of the Exercise Price of any
of the Option Shares for such dividends, if the record date therefor is prior to
the date of issuance of such stock certificate. Upon valid exercise of the
Option by the Optionee, the Company agrees to cause a valid stock certificate
for the number of Option Shares then purchased to be issued and delivered to the
Optionee within seven (7) business days.

     8.   Corporate Proceedings of the Company. Notwithstanding anything in this
          ------------------------------------                                  
Agreement to the contrary, in the event of a Change in Control (as defined in
the Plan), the Option will automatically become exercisable in full as of the
effective date of such Change in Control. In the event of a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation, the Option may be terminated by the Company as of
the effective date of such dissolution, liquidation, merger or consolidation by
giving notice to Optionee of its intention to do so not less than ten (10) days
preceding such effective date and permitting the exercise until such effective
date, or the Expiration Date if earlier, of the Option.  Notwithstanding the
preceding sentence, if the Company is not the surviving corporation as a result
of the Company being reorganized or merged or consolidated with another
corporation while the Option is outstanding, the surviving corporation may
assume the Option or substitute a new option in the surviving corporation for
the Option; provided, however, that the excess of the aggregate fair market
value of the securities subject to the options immediately after the
substitution or assumption over the aggregate option price of such shares is not
less than the excess of the aggregate fair market value of the Option Shares
immediately before such substitution or assumption over the Exercise Price of
Option Shares.  The existence of the Option shall not in any way prevent any
Change of Control transaction, and Optionee shall have no right to prevent any
such transaction.
<PAGE>
 
     If the Option shall be exercised subsequent to any share dividend, stock
split, reverse stock split, split-up, recapitalization, merger, consolidation,
combination or exchange of shares, reorganization, or liquidation occurring
after the Effective Date, as a result of which shares of any class have been
issued in respect of outstanding Common Stock or Common Stock has been changed
into the same or a different number of shares of the same or another class or
classes without payment of consideration therefor, then the Optionee shall
receive, for the Exercise Price paid upon such exercise, the aggregate number
and class of shares that, if the Option Shares had been purchased at the
Effective Date and had not been disposed of, the Optionee would be holding, at
the time of such exercise, as a result of such purchase and all such share
dividends, stock split, reverse stock split, split-ups, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, reorganizations,
or liquidations; provided, however, that no fractional share shall be issued
upon any such exercise, and the Exercise Price shall be appropriately reduced on
account of any fractional share not issued.

     The issuance by the Company of shares of stock of any class of securities
convertible into shares of stock of any class, including Common Stock, or the
issuance by the Company of Common Stock, for cash, property or services
rendered, either upon direct sale or upon the exercise of rights, options or
warrants to subscribe therefor, or the conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of shares of Common Stock then subject to the Option.

     9.   Notices. All notices, demands and other communications required or
          -------                                                           
permitted hereunder shall be deemed to have been properly given or delivered
when delivered personally or sent by certified or registered mail, return
receipt requested with all postage fully prepaid, addressed to the respective
parties hereto as follows:

     If to the Company:       Maxxim Medical, Inc.
                              10300 49/th/ Street North
                              Clearwater, FL  33762
                              Attn:  President

     If to Optionee:          ________________________
                              ________________________
                              ________________________  

Any party hereto may change the above designated address by notice to the other
party hereto of such new address given in accordance with this Section 9.

     10.  Joinder of Spouse. The Optionee's spouse is fully aware of,
          -----------------                                          
understands and fully consents and agrees to the provisions of this Agreement
and its binding effect upon any interest, community or otherwise, she may have
in any of the Option Shares or this 
<PAGE>
 
Agreement, and she hereby evidences such awareness, understanding, consent and
agreement by execution of this Agreement.

     11.  Fractional Shares. Notwithstanding any other provision of this
          -----------------                                             
Agreement, the Company shall not be required to issue any fractional shares, and
to the extent that the terms hereof would otherwise require such issuance of
fractional shares, the number of shares actually issued shall be rounded down to
the nearest whole share.

     12.  Transferability; Binding Effect. The Option shall be exercisable only
          -------------------------------                                      
by the persons described in Section 4. Subject to the foregoing, all covenants,
terms, agreements and conditions of this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the Company and the Optionee and their
respective heirs, executors, administrators, successors and assigns.

     13.  Termination.
          ----------- 

          (a)  If the Optionee for any reason whatsoever, other than death or
     permanent and total disability, as defined in (b) below, ceases to be a
     director of the Company, the option may be exercised by the director within
     one (1) year after the date of such termination, but in no event later than
     the Expiration Date.

          (b)  If the Optionee becomes permanently and totally disabled, as
     hereinafter defined, while serving as a director of the Company, the Option
     will automatically become exercisable in full and may be exercised by the
     Optionee at any time before one (1) year after the date of disability or
     the Expiration Date, whichever is earlier.

          "Permanently and totally disabled" means being unable to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     which has lasted or can be expected to last for a continuous period of not
     less than twelve (12) months. In the absence of any specific requirements
     for this determination, the decision of the Company, as aided by any
     physicians designated by the Company, shall be conclusive and the Company
     shall send written notice to the Optionee of the determination that the
     Optionee has become permanently and totally disabled.

          (c)  In the event that the Optionee dies while serving as a director
     of the Company, the option will automatically become exercisable in full
     and may be exercised by a legatee or legatees of the Optionee under the
     Optionee's will, or by the Optionee's personal representatives or
     distributees, at any time before one (1) year after the date of death or
     the Expiration Date, whichever is earlier, and if not so exercised, the
     Option shall thereupon terminate.

     Nothing in (a), (b) or (c) shall extend the time for exercising the Option
granted pursuant to this Agreement beyond the Expiration Date.
<PAGE>
 
     14.  Shareholder Approval. The Option granted pursuant to this Agreement is
          --------------------                                                  
subject to the approval of the Plan by the shareholders of the Corporation at
the 1999 Annual Meeting of Shareholders, as set forth in the Plan.  In the event
that the Plan is not so approved, this Agreement shall automatically terminate
and the Optionee shall have no further rights hereunder.

     15.  Entire Agreement. This Agreement embodies the entire agreement and
          ----------------                                                  
understanding between the Company and the Optionee and their respective heirs,
executors, administrators, successors and assigns.

     16.  Governing Law. This Agreement shall be governed by the laws of the
          -------------                                                     
State of Florida, and the laws of the United States applicable in Florida.

     17.  Captions. The Section headings in this Agreement are for reference
          --------                                                          
purposes only and shall not affect in any way the meaning or interpretation of
the Agreement.

     18.  Counterparts. This Agreement may be executed in multiple original
          ------------                                                     
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above, to be effective as of the Effective Date.

                                        COMPANY:

                                        MAXXIM MEDICAL, INC.,
                                        a Texas corporation


                                        By:___________________________________
                                             Kenneth W. Davidson, President

                                        OPTIONEE:


                                        ______________________________________
                                        Optionee


                                        ______________________________________
                                        Spouse of Optionee