Exhibit 10.1
AMENDMENT NUMBER
TWO
TO THE
HENRY SCHEIN, INC.
1994 STOCK INCENTIVE
PLAN
(As Amended and Restated
Effective as of March 27, 2007)
WHEREAS , Henry Schein, Inc. (the
“Company”) maintains the Henry Schein, Inc. 1994 Stock
Incentive Plan (as amended and restated effective as of March 27,
2007), as amended (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 in certain respects; and
WHEREAS,
pursuant to Section
13 of the Plan, approval by the Company’s stockholders is
required with respect to certain of these amendments.
NOW
, THEREFORE
, the Plan is hereby amended, subject to stockholder approval
(where indicated) at the 2009 annual stockholders’ meeting
and effective on the date thereof, as follows:
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1.
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Subject to stockholder approval at the 2009
annual stockholders’ meeting and effective on the date
thereof, the first sentence of Section 5(b) of the Plan is amended
in its entirety to read as follows:
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“Subject to adjustment as
provided in this Section 5, the maximum aggregate number of Shares
that may be issued pursuant to all Awards under the Plan shall be
27,079,270 Shares.”
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2.
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Subject to stockholder approval at the 2009
annual stockholders’ meeting and effective on the date
thereof, the second sentence of Section 5(b) of the Plan is deleted
in its entirety.
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3.
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Subject to stockholder approval at the 2009
annual stockholders’ meeting and effective on the date
thereof, the sixth and seventh sentences of Section 5(b) of the
Plan are deleted and replaced in their entirety with the
following:
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“Any Shares that have been or
will be issued pursuant to Options or Stock Appreciation Rights
shall be counted against the foregoing limit as one Share for every
Share granted. Any Shares that are issued pursuant to Awards of
Restricted Stock (including restricted stock units) granted on or
after the date of the Company’s 2009 annual
stockholders’ meeting shall be counted against the foregoing
limit as two Shares for every Share granted. If any Shares subject
to an Option or Stock Appreciation Right granted under this Plan
are forfeited, cancelled, exchanged or surrendered without having
been exercised in full or terminate or expire without a
distribution of Shares to the Participant, the number of Shares
underlying any such unexercised Award shall again be available for
the purpose of Awards under the Plan as one Share for every Share
granted, provided that the number of Shares covered by Class A
Options shall be reduced by that number of Class A Options that are
cancelled, expire or are terminated. If any Shares that were issued
pursuant to Awards of Restricted Stock (including restricted stock
units) granted on or after the date of the Company’s 2009
annual stockholders’ meeting are forfeited for any reason,
two Shares for every Share granted shall again be available for the
purpose of Awards under the Plan.”
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4.
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Effective upon the approval of the stockholders
at the 2009 annual stockholders’ meeting of the amendments
set forth herein, the following sentence is hereby added to the end
of Section 5(b) of the Plan as follows:
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“Notwithstanding any other
provision of the Plan to the contrary, the number of Shares
available for the purpose of Awards under the Plan shall be reduced
by (i) the total number of Options or Stock Appreciation Rights
exercised, regar
