EXHIBIT 10.1
N O N S T A T U T O R Y S T O C K
O P T I O N C E R T I F I C A T E
Non-transferable
G R A N T TO
(“Optionee”)
the right to purchase from PSS World
Medical, Inc. (the “Company”)
shares of its Common Stock, par
value $0.01, at the price of $ .
per share (the
“Option”)
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 Option, Optionee shall be deemed to have agreed to
the terms and conditions set forth in this Award Certificate and
the Plan. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the
Plan.
Unless vesting is accelerated in
accordance with the Plan, the Options shall vest (become
exercisable) in accordance with the following schedule:
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Vesting Date
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Percent of Option Shares
Vested
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IN WITNESS WHEREOF, PSS World
Medical, Inc., acting by and through its duly authorized officers,
has caused this Award Certificate to be duly executed.
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PSS WORLD MEDICAL, INC.
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By:
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Grant Date:
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TERMS AND CONDITIONS
1. Vesting of Options . The
Option shall vest (become exercisable) in accordance with the
schedule shown on the cover page of this Award Certificate.
Notwithstanding the vesting schedule, all Options shall become
fully vested and exercisable upon (i) termination of
Optionee’s Continuous Status as a Participant by reason of
death, Disability or Retirement, or (ii) a Change in
Control.
2. Term of Options and
Limitations on Right to Exercise . The term of the Options will
be for a period of ten years, expiring at 5:00 p.m., Eastern Time,
on the tenth anniversary of the Grant Date (the “Expiration
Date”). To the extent not previously exercised, the Options
will lapse prior to the Expiration Date upon the earliest to occur
of the following circumstances:
(a) Three months after the
termination of Optionee’s Continuous Status as a Participant
for any reason other than (i) by reason of Optionee’s
death, Disability or Retirement, or (ii) by the Company for
Cause.
(b) Twelve months after the
termination of Optionee’s Continuous Status as a Participant
by reason of Optionee’s Disability or Retirement.
(c) Twelve months after the
Optionee’s death, if Optionee dies while employed, or during
the three-month period described in subsection (a) above or
during the twelve-month period described in subsection
(b) above and before the Options otherwise lapse. Upon
Optionee’s death, the Options may be exercised by
Optionee’s beneficiary designated pursuant to the Plan and
paragraph 4 hereof.
(d) upon notification to Optionee
that Optionee’s Continuous Status as a Participant is
terminated for Cause.
The Committee may, prior to the
lapse of the Options under the circumstances described in
subsections (a), (b), (c) or (d) above, extend the time
to exercise the Options as determined by the Committee in writing.
In no event may the Options be extended beyond the Expiration Date.
If Optionee returns to employment with the Company during the
designated post-termination exercise period, then Optionee shall be
restored to the status Optionee held prior to such termination but
no vesting credit will be earned for any period Optionee was not in
Continuous Status as a Participant. If Optionee or his or her
beneficiary exercises an Option after termination of service, the
Options may be exercised only with respect to the Shares that were
otherwise vested on or in connection with Optionee’s
termination of service.
3. Exercise of Options . The
Options shall be exercised by (a) written notice directed to
the Company at the address and in the form specified by the Company
from time to time and (b) payment to the Company in full for
the Shares subject to such exercise (unless the exercise is a
“net” exercise or a broker-assisted cashless exercise,
as described below). If the person exercising an Option is not
Optionee, such person shall also deliver wit
