EXHIBIT 10.2


         


        AMENDMENT NUMBER ONE


        TO THE


        HENRY SCHEIN, INC.


        1994 STOCK INCENTIVE PLAN


         


        WHEREAS, Henry Schein, Inc. (the “Company”) maintains the Henry Schein, Inc. 1994 Stock Incentive Plan, amended and restated effective as of March 27, 2007 (the “Plan”);


        WHEREAS, pursuant to Section 13 of the Plan, the Company has reserved the right to amend the Plan;


        WHEREAS, the Company desires to amend the Plan to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder; and


        WHEREAS, pursuant to Section 13 of the Plan, approval by the Company's stockholders is not required with respect to these amendments.


        NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2005 as follows:


        
            	
                        1.

                    	
                        Section 7(a)(i) of the Plan is amended in its entirety to read as follows:

                    


        


        

        “(i) In the event of the Participant’s death, such Options shall remain exercisable (by the Participant’s estate or by the person given authority to exercise such Options by the Participant’s will or by operation of law) for a period of one (1) year from the date of the Participant’s death, provided that the Committee, in its discretion, may at any time extend such time period for up to three (3) years from the date of the Participant’s
        death, but in no event beyond the expiration of the stated term of such Options.”


        
            	
                        2.

                    	
                        Section 7(a)(ii) of the Plan is amended in its entirety to read as follows:

                    


        


        

        “(ii) In the event the Participant retires at or after age 65 (or, with the consent of the Committee or under an early retirement policy of the Company, before age 65), or if the Participant’s employment or Consultancy terminates due to Disability, such Options shall remain


         


         


        
            

        


         


        exercisable for one (1) year from the date of the Participant’s Termination of Employment or Termination of Consultancy, provided that the Committee, in its discretion, may at any time extend such time period for up to three (3) years from the date of the Participant’s Termination of Employment or Termination of Consultancy, but in no event beyond the expiration of the
        stated term of such Options.”


        
            	
                        3.

                    	
                        Section 7(c) of the Plan is amended in its entirety to read as follows:

                    


        


        

        “(c) Other Termination.  In the event of Termination of Employment or Termination of Consultancy for any reason other than as provided in Section 7(a) or in 7(b), all outstanding Options not exercised by the Participant prior to such Termination of Employment or Termination of Consultancy shall remain exercisable (to the extent exercisable by such Participant immediately before such termination) for a period of
        three (3) months after such termination, provided that the Committee in its discretion may extend such time period to up to one (1) year from the date of the Participant’s Termination of Employment or Termination of Consultancy, but in no event beyond the expiration of the stated term of such Options, and provided further that unless otherwise determined by the Committee at grant, no Options that were not exercisable during the period of employment shall thereafter become
        exercisable.”


        
            	
                        4.

                    	
                        Section 8(a) of the Plan is amended in its entirety to read as follows:

                    


        


        

        “(a) Tandem Stock Appreciation Rights.  Stock Appreciation Rights may be granted to any Participant in conjunction with all or part of any Option (a “Reference Stock Option”) granted under this Plan (“Tandem Stock Appreciation Rights”), provided that such rights may be granted only at the time of the grant of such Reference Stock Option.”


        
            	
                        5.

                    	
                        Section 16(i) of the Plan is amended in its entirety to read as follows:

                    


        


        

        “(i) Section 409A of the Code.  To the extent applicable, the Plan is intended to comply with, or be exempt from, the applicable requirements of Code Section 409A and shall be limited, construed and interpreted in accordance with such intent. In the event that any arrangement provided for under the Plan constitutes a nonqualified deferred compensation
        arrangement under Code Section 409A, it is intended that such arrangement be designed in a manner that complies with Code Section 409A. Any amounts deferred hereunder that are subject to Code Section 409A and payable to a ‘specified employee’ (within the meaning of such term under Code Section 409A and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under
        Code Section 409A), except in the event of death, shall be delayed in accordance with the requirements of Code Section 409A until the day immediately following the six month anniversary of such employee’s “separation of service” within the meaning of Code Section 409A (and the


         


        
            


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        guidance issued thereunder). A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the payment of any amounts or benefits, which are subject to Code Section 409A, upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A
        (and the guidance issued thereunder) and, for purposes of any such provision of the Plan, references to a “resignation,” “termination,” “termination of employment,” “retirement” or like terms shall mean separation from service. Notwithstanding the foregoing, the Company does not guarantee, and nothing in the Plan is intended to provide a guarantee of, any particular tax treatment with respect to payments or benefits under the Plan, and the
        Company shall not be responsible for compliance with, or exemption from, Code Section 409A and the guidance issued thereunder.”


        IN WITNESS WHEREOF, this amendment has been executed December 12, 2008.


         


        
            	 	 	
                        HENRY SCHEIN, INC.

                    
	 	 	 
	 	 	 
	 	
                        By:

                    	
                        /s/ Michael S. Ettinger

                    
	 	 	
                        Title: Senior Vice President

                    


        


         


         


        
            


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