Exhibit 10.1
PERFORMANCE–ACCELERATED
RESTRICTED STOCK UNIT
AGREEMENT
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 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 Units, Grantee shall be deemed to have agreed to the
terms and conditions set forth in this Agreement and the
Plan.
The Units will vest and become
non-forfeitable on the fifth anniversary of the Grant Date,
provided, however, that the Units may vest earlier based on the
Company’s achievement of an Earnings Per Share target for the
fiscal year ending
,
2012, or upon certain other events as set forth in Section 2
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.
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PSS WORLD
MEDICAL, INC.
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By:
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Its: Authorized
Officer
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Grant Date:
June 4, 2009
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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 Agreement, “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, vested and become
non-forfeitable on the earliest to occur of the following (in any
such case, the “Vesting Date”):
(a) the fifth anniversary of the
Grant Date, provided Grantee is then still employed by the Company
or any Affiliate;
(b) the third anniversary of the
Grant Date, provided Grantee is then still employed by the Company
or any Affiliate, and provided further, that the Company has
achieved an Earnings Per Share target of
for
the fiscal year ending
,
2012;
(c) the termination of
Grantee’s employment due to death or Disability;
or
(d) the occurrence of a Change in
Control.
Earnings per share amounts will
exclude the effect of recent accounting changes related to the
Company’s outstanding convertible debt.
If Grantee’s employment
terminates prior to the Vesting Date for any reason other than
Grantee’s death or Disability, 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 accor
