Exhibit 10.1

# AMENDED AND RESTATEDPSS
WORLD MEDICAL, INC. 1999 BROAD-BASED STOCK
PLAN

# I.   GENERAL

# 1.1   Purpose of the Plan

The
purpose of the Amended and Restated 1999 Broad-Based Stock Plan (the Plan) of
PSS World Medical, Inc. (the Company) is to provide an incentive, in the form
of a proprietary shareholder interest in the Company, to employees and consultants of the
Company and/or its subsidiaries, to increase their interest in the Companys welfare,
and to assist the Company and its subsidiaries in attracting and retaining employees and
consultants upon whose judgment, interest, and special effort the successful conduct of
the Companys operation is largely dependent.

# 1.2   Administration of
the Plan

The
Plan shall be administered by the Compensation Committee or its successor (the
Committee) of the Board of Directors of the Company (the Board).

The
Committee shall have full and final authority in its discretion, subject to the provisions
of the Plan: (a) to determine individuals to whom and the time or times at which options
or stock awards shall be granted and exercised and the number of shares and exercise
price, if any, of the common stock of the Company (Common Stock) covered by
each option or stock award; (b) to determine the terms of the option or stock award
agreements, which need not be identical, including, without limitation, terms covering
vesting, exercise dates, if any, and exercise prices, if any; (c) to decide all questions
of fact arising in the application of the Plan; and (d) to administer and interpret the
Plan in all respects. All determinations made by the Committee shall be final and
conclusive.

The
Committee shall meet once each fiscal year, and at such additional times as it may
determine or as is requested by the chief executive officer of the Company, to designate
the eligible employees or consultants, if any, to be granted awards under the Plan and the
type and amount of such awards and the time when awards will be granted. All awards
granted under the Plan shall be on the terms and subject to the conditions hereinafter
provided.

# 1.3   Eligible Participants

Employees
or consultants of the Company and the Companys subsidiaries shall be eligible to
participate in the Plan (any employee or consultant receiving an award under this Plan
hereinafter referred to as a Participant). The terms subsidiary or
subsidiaries shall mean any corporation now existing or hereafter organized or
acquired (other than the Company) in an unbroken chain of corporations beginning with the
Company, if, at the time of option grant, each of the corporations (including the Company)
other than the last corporation in the unbroken chain owns stock possessing 80% or more of
the total combined voting power of all classes of stock in one of the other corporations
in such chain.

# 1.4   Grants

Grants
under the Plan may be non-qualified stock options (as described in Article II) or stock
awards (as described in Article III).

# 1.5   Other Compensation
Programs

The
adoption of the Plan contemplates the continuation of any existing incentive compensation
plan(s) of the Company and in no way limits or is limited by the operation, administration
or amendment of any such plan(s). The existence and terms of the Plan shall not limit the
authority of the Board in compensating employees or consultants of the Company in such
other forms and amounts as it may determine from time to time.

# 1.6   Limitations on Grants

The
aggregate number of shares of Common Stock, including shares reserved for issuance
pursuant to the exercise of options, which may be granted or issued under the terms of the
Plan, may not exceed 1,700,000 shares, of which not more than 33% may be granted as awards
of restricted stock or unrestricted stock awards, and such shares hereby are reserved for
such purpose. Whenever any outstanding grant or portion thereof expires, is canceled or
forfeited or is otherwise terminated for any reason without having been exercised, the
Common Stock allocable to the expired, forfeited, canceled or otherwise terminated portion
of the grant may again be the subject of further grants hereunder.

Notwithstanding
the foregoing, during the period that any grants remain outstanding under the Plan, the
Committee may make good faith adjustments with respect to the number of shares of Common
Stock attributable to such grants for purposes of calculating the maximum number of shares
of Common Stock available for the granting of future grants under the Plan.

# 1.7   Definitions

The
following definitions shall apply to the Plan:

| | (a)       
               Disability shall have the meaning provided in the Companys
               applicable disability plan or, in the absence of such a definition, when a
               Participant becomes totally disabled (as determined by a physician mutually
               acceptable to the Participant and the Company) before attaining his or her 65th
               birthday and if such total disability continues for more than three months.
               Disability does not include any condition which is intentionally self-inflicted
               or caused by illegal acts of the Participant.
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| | (b)       
               Fair Market Value, on any date, means (i) if the Common Stock is
               listed on a securities exchange or is traded over the Nasdaq National Market,
               the closing price of the shares of Common Stock on such date on such exchange or
               over such system on such date or, in the absence of reported sales on such date,
               the closing price on the immediately preceding date on which sales were
               reported, or (ii) if the Common Stock is not listed on a securities exchange or
               traded over the Nasdaq National Market, the mean between the bid and offered
               prices as quoted by Nasdaq for such date, provided that if it is determined that
               the fair market value is not properly reflected by such Nasdaq quotations, Fair
               Market Value will be determined by such other method as the Committee determines
               in good faith to be reasonable.
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| | (c)       
               Retirement relates only to an employee participant and shall have
               the meaning provided in the Companys applicable retirement plan or, in the
               absence of such a definition, the first day of the month following the month in
               which the Participant attains his or her 65th birthday.
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# II.   STOCK OPTIONS

# 2.1   Types of Options

Options
granted under the Plan shall, at the time of grant, provide that they will not be treated
as an incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the Code).

# 2.2   Terms and Conditions
of Options

Subject
to the following provisions, all options granted under the Plan shall be in such form and
upon such terms and conditions as the Committee, in its discretion, may from time to time
determine, provided such terms and conditions are clearly designated at the time of grant.

# 2.3   Exercise Price

The
exercise price per share shall be at least the Fair Market Value of the Common Stock on
the date such option is granted.

# 2.4   Term of Options

Any
option granted under the Plan may be exercised no later than ten (10) years from the date
of grant or such shorter period of time as designated by the Committee at the time of
grant. Subject to Sections 2.8, 2.9 and 2.11 hereof and the stock option agreement
governing the grant of the options under the Plan, which may contemplate vesting of
exercise rights, options may be exercised in whole or in one or more parts throughout such
term. All rights to exercise an option shall expire at the end of the designated term.

# 2.5   Payment

The
Committee shall determine the methods by which the exercise price of an option may be
paid, the form of payment, including, without limitation, cash, shares of Common Stock, or
other property (including cashless exercise arrangements), and the methods by
which shares of Common Stock shall be delivered or deemed to be delivered to Participants;
provided, however, that if shares of Common Stock are used to pay the exercise price of an
option, such shares must have been held by the Participant for at least six months. The
proceeds from such payment shall be added to the general funds of the Company and shall be
used for general corporate purposes.

# 2.6  Vesting of Options

Options
shall be exercisable in whole or in part after completion of such periods of service or
achievement of such conditions as the Committee shall specify when granting the options;
provided however, that in the absence of a Committee specification to the contrary and
subject to Sections 2.8, 2.9 and 2.11, such option shall become fully exercisable five (5)
years from the date of grant.

# 2.7   Notice of Exercise

When
exercisable pursuant to the terms of the governing stock option agreement, options granted
under the Plan shall be exercised by the Participant (or by other authorized persons in
accordance with Section 4.8) as to all or part of the shares subject to the option by
delivering written notice of exercise to the Company at its principal business office or
such other office as the Company may from time to time direct, (a) specifying the number
of shares to be purchased, (b) indicating the method of payment of the exercise price or
including a check payable to the Company in an amount equal to the full exercise price of
the number of shares being purchased, (c) including a tax election, if applicable, in
accordance with Section 4.7, and (d) containing such further provisions consistent with
the provisions of the Plan, as the Company may from time to time prescribe.

# 2.8   Termination of
Service

Except
as otherwise provided in this Section 2.8, if a Participant ceases being an employee or
consultant of the Company or any subsidiary for any reason, including, without limitation,
Retirement, discharge, layoff or any other voluntary or involuntary termination of a
Participants service (a Termination), the unexercisable portion of the
option granted hereunder shall immediately terminate and be null and void, and the
unexercised portion of any outstanding and exercisable options granted hereunder to such
Participant shall terminate and be null and void for all purposes, after three (3) months
have elapsed from the date of the Termination unless a longer time is specified in the
applicable stock option agreement, or unless such time to exercise is extended by the
Committee, in its sole discretion, within thirty (30) days after the date of Termination.
Upon a Termination as a result of death or Disability, any outstanding options may be
exercised by the Participant or the Participants legal representative within twelve
(12) months after such termination; provided, however, that in no event shall the period
extend beyond the expiration of the option term. Transfer of employment among the Company
and any subsidiaries of the Company shall not be deemed to be a Termination.

# 2.9   Limitation of
Exercise Periods

The
Committee may limit the time periods within which an option may be exercised if a
limitation on exercise is deemed necessary in order to effect compliance with applicable
law.

# 2.10   Stock Option
Agreement

Each
option granted under the Plan shall be evidenced by an individual stock option agreement
which shall be executed by the Company and each Participant. The agreement shall contain
such terms and provisions, not inconsistent with the terms of the Plan, as shall be
determined by the Committee, including: (a) the number of shares a Participant may acquire
pursuant to the option granted and the exercise price per share; (b) any conditions
affecting the exercise of the option, including without limitation conditions for
accelerated exercisability thereof; (c) the procedure for exercising the option granted;
(d) a clear designation of whether the exercise of the option granted thereby is subject
to vesting; and (e) such provisions as the Committee, upon advice of counsel to the
Company, shall deem necessary or appropriate to comply with the requirements of applicable
laws. In the event there shall be any discrepancy or inconsistency between the terms of
the Plan and any term or provision contained in a stock option agreement, the terms of the
Plan, as interpreted by the Committee, shall govern.

# 2.11   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control (as
defined in Section 4.12) has occurred, then any outstanding option shall immediately
become exercisable with respect to all shares subject to such option on the date such
Change in Control occurred; provided, however that such acceleration will not occur if, in
the opinion of the Companys accountants, such acceleration would preclude the use of
pooling of interest accounting treatment for a Change in Control transaction
that (a) would otherwise qualify for such accounting treatment, and (b) is contingent upon
qualifying for such accounting treatment.

# III.   STOCK AWARDS

# 3.1   Terms and Conditions
of Restricted Stock Awards

The
Committee may grant shares of stock subject to the restrictions described in Section 3.2
(Restricted Stock) under a restricted stock agreement, without payment by the
Participant for such Restricted Stock. Such agreement shall specify the number of shares
granted and the conditions and terms of the grant. Restricted Stock, with restrictions
noted on the face of the certificates, shall be issued in the name of the Participant
granted the Restricted Stock and may be held in escrow by the Company or deposited with a
trust administered by the Committee (and subject to the claims of the Companys
creditors) during the restriction period.

# 3.2  Restrictions

Until
the restrictions have lapsed in accordance with Section 3.3, the shares of Restricted
Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated. The Committee may impose such other restrictions on any shares
of restricted stock as required by law including, without limitation, restrictions under
applicable federal or state securities laws, and may place legends on the certificates
representing such Restricted Stock to provide appropriate notice of such restrictions.

# 3.3   Period of Restriction

Subject
to Section 3.6, the restrictions set forth in Section 3.2 shall lapse and such shares
shall be freely transferable upon completion of such periods of service or achievement of
such conditions as the Committee shall specify in an individual Restricted Stock Agreement
between the Company and the Participant when granting the shares of Restricted Stock.

# 3.4   Termination of
Service

If
a Participants employment or service as a consultant is terminated prior to the
lapsing of the restrictions in accordance with Section 3.3 as a result of death,
Retirement or Disability, restrictions on the shares of Restricted Stock granted to the
Participant shall immediately lapse on the date of such death, Disability or Retirement.
If any Participants employment or service as a consultant is terminated prior to the
lapsing of restrictions in accordance with Section 3.3 for any reason other than death,
Disability or Retirement, the shares of Restricted Stock granted to such Participant shall
be forfeited and shall revert to the Company.

# 3.5   Rights as Shareholder

Prior
to the lapsing of restrictions in accordance with Section 3.3, Participants holding shares
of Restricted Stock shall be entitled to vote and to receive all dividends and other
distributions paid with respect to such shares while they are held by the Participant. If
any such dividend or distribution is paid in shares of Common Stock, such shares shall be
subject to the same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

# 3.6   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control (as
defined in Section 4.12) has occurred, then all restrictions on shares of Restricted Stock
shall immediately lapse on the date such Change in Control occurred; provided, however
that such accelerated lapse of restrictions will not occur if, in the opinion of the
Companys accountants, such acceleration would preclude the use of pooling of
interest accounting treatment for a Change in Control transaction that (a) would
otherwise qualify for such accounting treatment, and (b) is contingent upon qualifying for
such accounting treatment.

# 3.7   Other Stock-Based
Awards

The
Committee is authorized, subject to limitations under applicable law, to grant to
Participants such other awards that are payable in, valued in whole or in part by
reference to, or otherwise based on or related to shares of Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including without limitation
shares of Common Stock awarded purely as a bonus and not subject to any
restrictions or conditions. The Committee shall determine the terms and conditions of such
awards.

# IV.   GENERAL PROVISIONS

# 4.1   General Restrictions

Each
grant under the Plan shall be subject to the requirement that if the Committee shall
determine, at any time, that (a) the listing, registration or qualification of the shares
of Common Stock subject or related thereto upon any securities exchange or under any state
or federal law, (b) the consent or approval of any government regulatory body, or (c) an
agreement by the Participant with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting or the
issuance or purchase of shares of Common Stock thereunder, such grant may not be
consummated in whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

# 4.2   Adjustments for
Certain Corporate Events

In
the event of a reorganization, recapitalization, stock split, stock dividend, combination
of shares, rights offer, liquidation, dissolution, merger, consolidation, spin-off or sale
of assets, or any other change in or affecting the corporate structure or capitalization
of the Company, the Board shall make such adjustments as the Committee may recommend, and
as the Board in its discretion may deem appropriate, in the number and kind of shares
authorized by the Plan, in the number, exercise price or kind of shares covered by the
grants and in any outstanding grants under the Plan in order to prevent substantial
dilution or enlargement thereof.

# 4.3   Amendments

The Board or the Committee may, at
any time and from time to time, amend, modify or terminate the Plan without shareholder
approval; provided, however, that the Board or Committee may condition any amendment or
modification on the approval of shareholders of the Company if such approval is necessary
or deemed advisable with respect to tax, securities or other applicable laws, policies or
regulations.

# 4.4   Modification,
Substitution or Cancellation of Grants

Subject
to the terms of the Plan, the Committee may modify outstanding grants under the Plan or
accept the surrender of outstanding grants and make new grants in substitution for them.
Notwithstanding the foregoing, no modification of any grant shall adversely alter or
impair any rights or obligations of the Participant without the Participants
consent.

# 4.5  Shares Subject to
the Plan

Shares
distributed pursuant to the Plan shall be made available from authorized but unissued
shares or from shares purchased or otherwise acquired, in open market, in private
transactions or otherwise, by the Company for use in the Plan, as shall be determined from
time to time by the Committee.

# 4.6   Rights of a
Shareholder

Participants
under the Plan, unless otherwise provided by the Plan, shall have no rights as
shareholders by reason thereof unless and until certificates for shares of Common Stock
are issued to them.

# 4.7   Withholding

The
Company shall have the right to deduct from any distribution of Common Stock to any
Participant an amount equal to the minimum federal, state and local income taxes and other
amounts as may be required by law to be withheld (the Withholding Taxes) with
respect to any grant under the Plan. If a Participant is to experience a taxable event in
connection with the receipt of cash or shares of Common Stock pursuant to an option
exercise, the Participant shall pay the Withholding Taxes to the Company prior to the
issuance of such shares of Common Stock. In satisfaction of the obligation to pay
Withholding Taxes to the Company, the Participant may make a written election, which may
be accepted or rejected in the discretion of the Committee, to have withheld a portion of
the shares of Common Stock then issuable to the Participant having an aggregate Fair
Market Value on the day immediately preceding the date of such issuance equal to the
Withholding Taxes.

# 4.8   Nonassignability

Except
as expressly provided in the Plan, no unexercised option shall be assignable or
transferable by a Participant other than by will or the laws of descent and distribution
or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the
Code if such Section applied to a grant under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee concludes that
such transferability (i) does not result in accelerated taxation, and (ii) is otherwise
appropriate and desirable, taking into account any factors deemed relevant, including
without limitation, state or federal tax or securities laws.

# 4.9   Nonuniform
Determinations

Determinations
by the Committee under the Plan (including, without limitation, determinations of the
persons to receive grants, the form, amount and timing of such grants, and the terms and
provisions of such grants and the agreements evidencing the same) need not be uniform and
may be made by it selectively among persons who receive, or are eligible to receive,
grants under the Plan, whether or not such persons are similarly situated.

# 4.10   No Guaranteed
Relationship

Neither
grants under the Plan nor any action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Company shall
retain the Participant for any period of time or at any particular rate of compensation.

# 4.11   Effective Date;
Duration

The
Plan shall become effective as of the date adopted by the Board of Directors (the
Effective Date). No grant may be made under the Plan after March 31, 2009, but
grants theretofore granted may extend beyond such date.

# 4.12   Change in Control

Except
as otherwise provided in the applicable award agreement, if a Change in Control of the
Company occurs, then all options shall become fully exercisable and all restrictions on
grants of Restricted Stock shall lapse as of the date such Change in Control occurred;
provided, however that such accelerated exercisablilty or lapse of restrictions will not
occur if, in the opinion of the Companys accountants, such acceleration would
preclude the use of pooling of interest accounting treatment for a Change in
Control transaction that (a) would otherwise qualify for such accounting treatment, and
(b) is contingent upon qualifying for such accounting treatment. For the purposes of the
Plan, a Change in Control of the Company shall be deemed to have occurred upon the
earliest of the following events:

| | (a)       
               the acquisition by any individual, entity or group (within the meaning of
               Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
               (the Exchange Act)) (a Person) of beneficial ownership
               (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
               more of the combined voting power of the then outstanding voting securities of
               the Company entitled to vote generally in the election of directors (the
               Outstanding Company Voting Securities); provided, however, that for
               purposes of this subsection (a), the following acquisitions shall not constitute
               a Change of Control: (i) any acquisition by any employee benefit plan (or
               related trust) sponsored or maintained by the Company or any corporation
               controlled by the Company, or (ii) any acquisition by any corporation pursuant
               to a transaction which complies with clauses (i), (ii) and (iii) of subsection
               (c) of this definition; or
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| | (b)       
               Individuals who, as of the Effective Date, constitute the Board (the
               Incumbent Board) cease for any reason to constitute at least a
               majority of the Board; provided, however, that any individual becoming a
               director subsequent to the Effective Date whose election, or nomination for
               election by the Companys stockholders, was approved by a vote of at least
               a majority of the directors then comprising the Incumbent Board shall be
               considered as though such individual were a member of the Incumbent Board, but
               excluding, for this purpose, any such individual whose initial assumption of
               office occurs as a result of an actual or threatened election contest with
               respect to the election or removal of directors or other actual or threatened
               solicitation of proxies or consents by or on behalf of a Person other than the
               Board; or
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| | (c)       
               Consummation of a reorganization, merger, share exchange or consolidation or
               sale or other disposition of all or substantially all of the assets of the
               Company (a Business Combination), in each case, unless, following
               such Business Combination, (i) all or substantially all of the individuals and
               entities who were the beneficial owners, respectively, of the Outstanding
               Company Common Stock and outstanding Company Voting Securities immediately prior
               to such Business Combination beneficially own, directly or indirectly, more than
               80% of, respectively, the then outstanding shares of common stock and the
               combined voting power of the then outstanding voting securities entitled to vote
               generally in the election of directors, as the case may be, of the corporation
               resulting from such Business Combination (including, without limitation, a
               corporation which as a result of such transaction owns the Company or all or
               substantially all of the Companys assets either directly or through one or
               more subsidiaries) in substantially the same proportions as their ownership,
               immediately prior to such Business Combination of the Outstanding Company Common
               Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
               Person (excluding any corporation resulting from such Business Combination or
               any employee benefit plan (or related trust) of the Company or such corporation
               resulting from such Business Combination) beneficially owns, directly or
               indirectly, 25% or more of the combined voting power of the then outstanding
               voting securities of such corporation except to the extent that such ownership
               existed prior to the Business Combination, and (iii) at least a majority of the
               members of the board of directors of the corporation resulting from such
               Business Combination were members of the Incumbent Board at the time of the
               execution of the initial agreement, or of the action of the Board, providing for
               such Business Combination.
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# 4.13    Governing  Law.
The Plan and all actions taken  thereunder  shall be governed by and construed in
accordance with the laws of the State of Florida.

The
foregoing is hereby acknowledged as being the PSS World Medical, Inc. Amended and Restated
1999 Broad-Based Stock Plan as adopted by the Board of Directors of the Company on
February 19, 2001, and as amended by the Board of Directors on March 27, 2002.

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| | PSS WORLD MEDICAL, INC.
 By:    /s/  David A. Smith      
            David A. Smith
 It's     President and Chief Executive Officer