**P E R F O R M AN C E – B A S E D**

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

 

*Non-transferable*

 

**GRANT TO**

 

**_________________**

(“Grantee”)

 

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

 

**[_______________]**

 

Restricted Stock Units (the “Units”)

 

representing the right to earn, on a one-for-one basis, shares of the            Company’s common stock, par value $0.01 per share (“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 Units,            Grantee shall be deemed to have agreed to the terms and conditions set forth in this            Agreement and the Plan.

 

The            target number of Shares subject to this award is ____________ (the “Target            Award”). Depending on the Company’s level of attainment of specified            targets for earnings per share for the fiscal year period ending ________, 201_,            Grantee may earn up to 250% of the Target Award, in accordance with the matrices            attached hereto asExhibit            A.

 

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. Defined            Terms. Capitalized terms used herein and not otherwise            defined shall have the meanings assigned to such terms in the Plan. In addition, for            purposes of this Certificate, “Earnings Per Share” means earnings per            diluted shares as determined by the Company in accordance with generally accepted            accounting principles and reported on the year-end financial statements of the            Company.

             

2. Vesting of            Units. The Units have been credited to a bookkeeping account            on behalf of Grantee. The Units will be earned, vest and become non-forfeitable in            whole, in part, or not at all, as provided onExhibit            Aattached hereto, on the earliest to occur of the following            (in any such case, the “Vesting Date”):

|   | (a) | ________, 201_, or |
|--------|-----|--------------------|

|   | (b) | the termination of Grantee’s employment from the                            Company or any Affiliate due to death or Disability, or |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | the occurrence of a Change in Control , or |
|--------|-----|--------------------------------------------|

|   | (d) | 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 (a                            “Grantee Employment Agreement”). |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

If Grantee’s employment terminates prior to the Vesting Date for            any reason other than Grantee’s death or Disability or unless otherwise specified            in Grantee’s Employment Agreement, if any, Grantee shall forfeit all right, title            and interest in and to the Units as of the date of such termination and the Units will            be reconveyed to the Company without further consideration or any act or action by            Grantee. In addition, any Units that fail to vest in accordance with the terms of this            Certificate will be forfeited and reconveyed to the Company without further            consideration or any act or action by Grantee.

             

3. Conversion to            Shares. The Units that vest will be converted to actual            Shares (one Share per vested Unit) as soon as practicable after _______, 201_,            following the Committee’s certification of the Company’s achievement of the            earnings per share goals for the fiscal year ending _______, 201_, as set forth            onExhibit A(the “Conversion            Date”). Notwithstanding the foregoing, upon the occurrence of a Change in Control            that meets the definition of a “change in control event” under 409A of the            Code and applicable regulations thereunder, the conversion of the Units to Shares will            occur as of the effective date of such Change in Control Shares will be registered on            the books of the Company in Grantee’s name as of the Conversion Date and            delivered to Grantee as soon as practical thereafter, in certificated or uncertificated            form.

             

4. Dividend            Equivalents. No dividend equivalent rights shall attach to            the SARs granted hereby.

             

5. Restrictions on Transfer and            Pledge. No right or interest of Grantee in the Units or in            any Dividend Equivalents may be pledged, encumbered, or hypothecated or be made subject            to any lien, obligation, or liability of Grantee to any other party other than the            Company or an Affiliate. Neither the Units nor any accumulated Dividend Equivalents may            be sold, assigned, transferred or otherwise disposed of by Grantee other than by will            or the laws of descent and distribution.

             

6. Limitation of            Rights. The Units do not confer to Grantee or Grantee’s            Beneficiary, executors or administrators any rights of a stockholder of the Company            unless and until Shares are in fact issued to such person in connection with the Units.            Nothing in this Certificate shall interfere with or limit in any way the right of the            Company or any Affiliate to terminate Grantee’s employment at any time, nor            confer upon Grantee any right to continue in employment of the Company or any            Affiliate.

             

7. Payment of            Taxes. The Company or any Affiliate employing Grantee has the            authority and the right to deduct or withhold, or require Grantee to remit to the            employer, an amount sufficient to satisfy federal, state, and local taxes (including            Grantee’s FICA obligation) required by law to be withheld with respect to any            taxable event arising as a result of the vesting or settlement of the Units or Dividend            Equivalents. The withholding requirement may be satisfied, in whole or in part, at the            election of the Company’s corporate secretary (the “Secretary”), by            withholding from the settlement of the Units Shares having a fair market value on the            date of withholding equal to the minimum amount (and not any greater amount) required            to be withheld for tax purposes, all in accordance with such procedures as the            Secretary establishes. The obligations of the Company under this Certificate will be            conditional on such payment or arrangements, and the Company, and, where applicable,            its Affiliates will, to the extent permitted by law, have the right to deduct any such            taxes from any payment of any kind otherwise due to Grantee.

             

8. Restrictions on Issuance of            Shares. If at any time the Committee shall determine in its            discretion, that registration, listing or qualification of the Shares underlying the            Units upon any securities exchange or similar self-regulatory organization or under any            foreign, federal, or local law or practice, or the consent or approval of any            governmental regulatory body, is necessary or desirable as a condition to the            settlement of the Units, the Units will not be converted to Shares in whole or in part            unless and until such registration, listing, qualification, consent or approval shall            have been effected or obtained free of any conditions not acceptable to the            Committee.

             

9. Plan            Controls. The terms contained in the Plan shall be and are            hereby incorporated into and made a part of this Certificate and this Certificate shall            be governed by and construed in accordance with the Plan. Without limiting the            foregoing, the terms and conditions of the Units, including the number of shares and            the class or series of capital stock which may be delivered upon settlement of the            Units, are subject to adjustment as provided in Article 10 of the Plan. In the event of            any actual or alleged conflict between the provisions of the Plan and the provisions of            this Certificate, the provisions of the Plan shall be controlling and determinative.            Any conflict between this Certificate and the terms of a written employment agreement            with Grantee that has been approved, ratified or confirmed by the Board of Directors of            the Company or the Committee shall be decided in favor of the provisions of such            employment agreement.

             

10.  Notice. Notices and communications            hereunder 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.

             

**EXHIBIT A**

 

Except as set forth below in the case of an early vesting event, the            Units will be earned and will become fully vested, in whole or in part, on _______,            201_, based on the Company’s attainment of earnings per share targets for the            fiscal year ending ______, 201_, as follows:

 

 

| **Fiscal Year 201_**

**Earnings Per Share ($)** | **Percent of Target Award Earned and                            Vested*** |
|--------------------------------------------------|---------------------------------------------------------------------------|
|                                             | 0%                                                                        |
|                                             | 50%                                                                       |
|                                             | 75%                                                                       |
|                                             | 100%                                                                      |
|                                             | 150%                                                                      |
|                                             | 200%                                                                      |
|                                             | 250%                                                                      |

* Payouts between performance levels will be determined based on            straight line interpolation.

 

**Early Vesting Events**

Notwithstanding the foregoing, if prior to _____, 201_, Grantee’s            employment is terminated by reason of his or her death or Disability, or if there            occurs an earlier vesting event as specified in Grantee’s Employment Agreement,            if any, then the Units will become fully vested and nonforfeitable as of the date of            such event, but conversion of the Units to Shares will not occur until the normal            Conversion Date, and will be based on actual performance through the Performance            Period.

 

In            addition, if prior to _____, 201_, a Change in Control of the Company occurs, then the            Units will become fully vested and nonforfeitable, and the conversion of the Units to            Shares will occur as of the effective date of such event, based on an assumed            attainment of the earnings per share goal at “target” level.