**P E R F O R M AN C E – A C C E L E R A T E D**

**R E S T R I C T E D  S T O C K  A W A R D  A G R E E M            E N T**

 

*Non-transferable*

 

**GRANT TO**

 

**_________________**

(“Grantee”)

 

by            PSS World Medical, Inc. (the “Company”) of

 

**[_______________]**

 

shares of its common stock, $0.01 par value (the            “Shares”)

 

pursuant to and subject to the provisions of the PSS World Medical, Inc.            2006 Incentive Plan (the “Plan”) and to the terms and conditions set forth            on the following page (the “Terms and Conditions”). By accepting the            Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in            this Agreement and the Plan.

 

The restrictions imposed under Section 2 of the Terms and Conditions            will expire on the fifth anniversary of the Grant Date, provided, however, that such            restrictions may lapse earlier based on the Company’s achievement of an earnings            per share target for the fiscal year ending ______, 201_, or upon certain other events            as set forth in Section 3 of the Terms and Conditions.

 

IN WITNESS WHEREOF, PSS World Medical, Inc., acting by and through its            duly authorized officers, has caused this Agreement to be executed as of the Grant            Date.

 

PSS WORLD MEDICAL, INC.

 

By:  _____________________________

 

|   | Its: Authorized Officer |
|--------|-------------------------|

 

 

Grant Date: _______________

 

**TERMS AND CONDITIONS**

1.  Grant of            Shares. The Company hereby grants to the Grantee named on            page 1 hereof (“Grantee”), subject to the restrictions and the other terms            and conditions set forth in the Plan and in this award agreement (this            “Agreement”), the number of shares indicated on page 1 hereof of the            Company’s $0.01 par value common stock (the “Shares”). Capitalized            terms used herein and not otherwise defined shall have the meanings assigned to such            terms in the Plan.

             

2.             Restrictions. The Shares are subject to            each of the following restrictions. “Restricted Shares” mean those Shares            that are subject to the restrictions imposed hereunder which restrictions have not then            expired or terminated. Restricted Shares may not be sold, transferred, exchanged,            assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment            with the Company or any subsidiary terminates for any reason other than as set forth in            paragraph (b) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s            right, title and interest in and to the Restricted Shares as of the date of employment            termination and such Restricted Shares shall revert to the Company immediately            following the event of forfeiture. The restrictions imposed under this Section shall            apply to all shares of the Company’s common stock or other securities issued with            respect to Restricted Shares hereunder in connection with any merger, reorganization,            consolidation, recapitalization, stock dividend or other change in corporate structure            affecting the common stock of the Company.

             

3.  Expiration and Termination of            Restrictions. The restrictions imposed under Section 2 will            expire on the earliest to occur of the following (the period prior to such expiration            being referred to herein as the “Restricted Period”):

(a)        the fifth anniversary of the Grant Date; provided Grantee is then still            employed by the Company or any subsidiary; or

(b)       the third anniversary of the Grant Date; provided that the Company has            achieved an earnings per diluted share target of $[______] for the fiscal year ending            ______, 201_;

|   |   (c) | the termination of Grantee’s employment by reason                            of death or Disability; |
|--------|------------|------------------------------------------------------------------------------------------------------------|

|   |  (d) | the occurrence of a Change in Control; or |
|--------|-----------|-------------------------------------------|

(e)        any earlier date as may be set forth in an employment agreement, change            in control agreement or similar agreement in effect from time to time between the            Company or an Affiliate and Grantee.

             

4.  Delivery of            Shares. The Shares will be registered in the name of Grantee            as of the Grant Date and may be held by the Company during the Restricted Period in            certificated or uncertificated form. If a certificate for Restricted Shares is issued            during the Restricted Period with respect to such Shares, such certificate shall be            registered in the name of Grantee and shall bear a legend in substantially the            following form (in addition to any legend required under applicable state securities            laws): “This certificate and the shares of stock represented hereby are subject            to the terms and conditions (including forfeiture and restrictions against transfer)            contained in a Restricted Stock Agreement between the registered owner of the shares            represented hereby and PSS World Medical, Inc. Release from such terms and conditions            shall be made only in accordance with the provisions of such Agreement, copies of which            are on file in the offices of PSS World Medical, Inc.” Stock certificates for the            Shares, without the first above legend, shall be delivered to Grantee or            Grantee’s designee upon request of Grantee after the expiration of the Restricted            Period, but delivery may be postponed for such period as may be required for the            Company with reasonable diligence to comply if deemed advisable by the Company, with            registration requirements under the 1933 Act, listing requirements under the rules of            any stock exchange, and requirements under any other law or regulation applicable to            the issuance or transfer of the Shares.

             

5.  Voting and Dividend            Rights. Grantee, as beneficial owner of the Shares, shall            have full voting and dividend rights with respect to the Shares during and after the            Restricted Period. If Grantee forfeits any rights he may have under this Agreement,            Grantee shall no longer have any rights as a stockholder with respect to the Restricted            Shares or any interest therein and Grantee shall no longer be entitled to receive            dividends on such stock. In the event that for any reason Grantee shall have received            dividends upon such stock after such forfeiture, Grantee shall repay to the Company any            amount equal to such dividends.

             

6.  Changes in Capital            Structure. The provisions of the Plan shall apply in the case            of a change in the capital structure of the Company.

             

7.  No Right of Continued            Employment. Nothing in this Agreement shall interfere with or            limit in any way the right of the Company or any subsidiary to terminate            Grantee’s employment at any time, nor confer upon Grantee any right to continue            employment.

             

8.  Payment of            Taxes. Upon issuance of the Shares hereunder, Grantee may            make an election under Section 83(b) of the Code to be taxed as of the Grant Date.            Grantee will, no later than the date as of which any amount related to the Shares first            becomes includable in Grantee’s gross income for federal income tax purposes, pay            to the Company any federal, state and local taxes of any kind required by law to be            withheld with respect to such amount. The obligations of the Company under this            Agreement will be conditional on such payment or arrangements, and the Company, and,            where applicable, its subsidiary will, to the extent permitted by law, have the right            to deduct any such taxes from any payment of any kind (including Shares hereunder)            otherwise due to Grantee..

             

9.  Amendment.            The Committee may amend, modify or terminate this Agreement without approval of            Grantee; provided, however, that such amendment, modification or termination shall not,            without Grantee’s consent, reduce or diminish the value of this award determined            as if it had been fully vested on the date of such amendment or termination.

             

10.  Plan            Controls. The terms contained in the Plan are incorporated            into and made a part of this Agreement and this Agreement shall be governed by and            construed in accordance with the Plan. In the event of any actual or alleged conflict            between the provisions of the Plan and the provisions of this Agreement, the provisions            of the Plan shall be controlling and determinative.

             

11.             Severability. If any one or more of the            provisions contained in this Agreement is deemed to be invalid, illegal or            unenforceable, the other provisions of this Agreement will be construed and enforced as            if the invalid, illegal or unenforceable provision had never been included.

             

12.  Notice.            Notices and communications under this Agreement must be in writing and either            personally delivered or sent by registered or certified United States mail, return            receipt requested, postage prepaid. Notices to the Company must be addressed to PSS            World Medical, Inc., 4345 Southpoint Blvd, Suite 250, Jacksonville, FL 32216, Attn:            Secretary, or any other address designated by the Company in a written notice to            Grantee. Notices to Grantee will be directed to the address of Grantee then currently            on file with the Company, or at any other address given by Grantee in a written notice            to the Company.