Henry Schein 10Q 2021 Q1 Quarterly report | HSIC Filing

Form 3

3/21

Exhibit

10.2

FORM

2021

SPECIAL

PANDEMIC

RECOGNITION

AWARD

RESTRICTED

STOCK

UNIT

AGREEMENT

PURSUANT

THE

HENRY

SCHEIN,

INC.

2020

STOCK

INCENTIVE

PLAN

(AS

AMENDED

AND

RESTATED

EFFECTIVE

MAY

21,

2020)

THIS AGREEMENT (the “Agreement”) is made as of [Grant

Date] (the “Grant Date”), by and between Henry Schein,

Inc. (the “Company”) and

[Participant Name] (the “Participant”). Additional country-specific

terms and conditions that govern the grant made hereunder

are attached hereto on Annex 1,

which terms and conditions are incorporated by reference

herein and made a part of the Agreement.

WHEREAS

, the Company has adopted the Henry Schein, Inc.

2020 Stock Incentive Plan (as amended and restated effective as

of May 21, 2020),

as amended from time to time (the “Plan”) (a copy

of which is on file with the Company’s Corporate Human Resources Department and is available

for

Participant to review upon request at reasonable intervals

as determined by the Company), which is administered

by a Committee appointed by the Company’s

Board of Directors (the “Committee”);

WHEREAS,

pursuant to Section 9(d) of the Plan, the Committee may

grant Restricted Stock Units to Key Employees under

the Plan;

WHEREAS

, the shares of the Company’s common stock are traded on the Nasdaq Stock

Market under the symbol “HSIC”; and

WHEREAS

, the Participant is a Key Employee of the Company

or a Subsidiary.

NOW,

THEREFORE

, for and in consideration of the mutual promises herein

contained, and for other good and valuable consideration,

the receipt

and sufficiency of which are hereby acknowledged, the parties agree

as follows:

Grant

Restricted

Stock

Units

Subject to the restrictions and other conditions set forth

herein, in the Plan and Annex 1, the Committee has authorized

this grant of [Shares

Granted] Restricted Stock Units to the Participant on the Grant

Date.

Vesting

and

Payment

(a)

Except as set forth in Sections 2(c) and 2(d), fifty percent (50%)

of the Restricted Stock Units shall vest on the first

anniversary of the Grant Date, and fifty percent (50%)

of the Restricted Stock Units shall vest on the second anniversary

of the Grant Date (each, a “Scheduled

Payment Date”); in each case, provided that the Participant

has not had a Termination of Employment at any time prior to

the applicable Scheduled Payment

Date.

(b)

Except as set forth in Section 2(c), there shall be no

proportionate or partial vesting in the periods prior to the vesting

date

and all vesting shall occur only on the vesting date; provided

that no Termination of Employment has occurred prior to such date.

(c)

The Restricted Stock Units shall vest on a pro-rated basis upon

the Participant’s Retirement, unless otherwise provided

expressly in a written agreement between the Participant and

the Company (or a Subsidiary).

For purposes of this Section 2(c), the Participant shall

qualify for

“Retirement” if (i) the Participant’s age (minimum 55) plus years of service with

the Company and its Subsidiaries equal or exceed 70, (ii)

the Participant has

provided written notice of the Participant’s retirement to the Company at least

30 days prior to the date of such retirement, and (iii) no Termination of

Employment has occurred prior to the date of such retirement.

For purposes of determining the age and service requirement

under Section 2(c)(i), the

Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment

anniversary, respectively.

For purposes of

this Section 2(c), vesting on a pro-rated basis shall be calculated

as the difference between (x) the product of (A) the number

of Restricted Stock Units set forth

under Section 1 and (B) a fraction, the numerator of which

is the number of days from the Grant Date to the

date of the Participant’s Retirement and the

denominator of which is the number of days from the Grant

Date to the second anniversary of the Grant Date, minus

(y) the number of Restricted Stock Units

that have previously

vested as of the date of the Participant’s Retirement (if any).

(d)

The Restricted Stock Units shall become fully vested

on the earliest of (i) a Termination of Employment by the Company (or

a Subsidiary) without Cause occurring within the 2-year

period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death;

provided that no Termination of Employment has occurred prior to any such event, unless otherwise

provided expressly in a written agreement between the

Participant and the Company (or a Subsidiary).

For purposes of this Agreement, “Cause” shall have

the meaning set forth in Section 7(b) of the Plan, but shall

also include any breach by Participant of any agreement

with the Company or any of its Subsidiaries.

For purposes of this Agreement, a “Change of Control”

shall mean a Change of Control as defined in the Plan.

For purposes of this Agreement, “Disability” shall mean

the approval of, and receiving benefits for,

long term disability by the disability insurance carrier under

the Company’s (or if applicable, Subsidiary’s) long term disability plan.

(e)

The Participant shall be entitled to receive one share of Common

Stock with respect to one vested Restricted Stock Unit.

The

Participant shall be paid one share of Common Stock with respect

to each vested Restricted Stock Unit within thirty (30)

days of the Scheduled Payment Date;

except that, in the event of (i) Retirement, (ii) a Termination of Employment by the Company

(or a Subsidiary) without Cause occurring within the

2-year

period following a Change of Control, (iii) death or (iv)

Disability, the Participant shall be paid within thirty (30) days of such Retirement, Termination of

Employment, death or Disability, subject to Section 18 set forth in Annex 1 to the extent

applicable, including with respect to a Participant who

qualifies for

Retirement at any time following the Grant Date.

Forfeiture

and

Recoupment.

(a)

Subject to Section 2 above, all unvested Restricted Stock Units will

be forfeited on the Participant’s Termination of

Employment.

(b)

Notwithstanding anything herein or in the Plan to the

contrary, the grant of Restricted Stock Units (including any dividends

credited thereupon) provided for under this Agreement is conditioned

on the Participant not engaging in any Competitive Activity

(as defined below) from the

date that is twelve (12) months prior to the applicable settlement

date set forth in Section 2(a) or Section 2(e) above, as

applicable (such applicable settlement

date, the “Payment Date”) through the first anniversary

of such Payment Date. If, on or after the date that is

twelve (12) months prior to the Payment Date but

prior to the Payment Date, the Participant engages in

a Competitive Activity, the Committee shall have the right, in its sole discretion, to cause

the immediate

Form 3

3/21

forfeiture of all of the Restricted Stock Units (including any

dividends credited thereupon) (whether or not vested) shall

be immediately forfeited in their

entirety, in which case the Participant shall have no further rights or interests with respect

to such Restricted Stock Units (including any such

dividends).

In the

event that the Participant engages in a Competitive Activity

on or after the Payment Date but on or prior to the first anniversary

of such Payment Date, the

Company shall have the right to recoup from the Participant,

and the Participant shall repay to the Company, within thirty (30) days following demand

by the

Company, a payment equal to the Fair Market Value of the aggregate shares of Common Stock payable in respect of such Restricted

Stock Units (including

any dividends credited thereupon) on the Payment Date (including

any dividends or other distributions thereafter paid thereon);

provided, that, the Company

may require the Participant to satisfy such payment obligations

hereunder either by forfeiting and returning to the Company such

shares of Common Stock,

Restricted Stock Units, dividends or any other Shares,

or making a cash payment or any combination of these methods,

as determined by the Company in its

sole discretion.

The Company and its Subsidiaries, in their sole

discretion, shall have the right to set off (or cause to be set off) any amounts

otherwise due to

the Participant from the Company (or the applicable Subsidiary)

in satisfaction of such repayment obligation, provided

that any such amounts are exempt from,

or set off in a manner intended to comply with, the requirements

of any applicable law (including, without limitation, Section

409A of the Code).

(c)

The Participant hereby acknowledges and agrees that the forfeiture

and recoupment conditions set forth in this Section

3, in

view of the nature of the business in which the Company

and its affiliates are engaged, are reasonable in scope and necessary

in order to protect the legitimate

business interests of the Company and its affiliates, and that any violation

thereof would result in irreparable harm to the Company and

its affiliates. The

Participant also acknowledges and agrees that (i) it is a material

inducement and condition to the Company’s issuance of the Restricted Stock Units

(including

any dividends credited thereupon) that such Participant agrees

to be bound by such forfeiture and recoupment conditions and, further, that the amounts

required

to be forfeited or repaid to the Company pursuant to forfeiture

and recoupment conditions set forth above are reasonable,

and (ii) nothing in this Agreement or

the Plan is intended to preclude the Company (or any

affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or

otherwise, and the Company (or any affiliate thereof) shall have

the right to seek any such remedy with respect

to the Restricted Stock Units, any dividends

credited thereupon, or otherwise.

(d)

For purposes of this Agreement, the Participant will be deemed

to engage in a “Competitive Activity” if, either directly

indirectly, without the express prior written consent of the Company, the Participant (i) takes other employment

with, renders services to, or otherwise engages

in any business activities with, companies or other entities

that are competitors of the Company or any of its affiliates, (ii) solicits

or induces, or in any manner

attempts to solicit or induce, any person employed by or otherwise

providing services to the Company or any of its

affiliates, to terminate such person’s

employment or service relationship, as the case may be, with

the Company or any of its affiliates, (iii) diverts, or

attempts to divert, any person or entity from

doing business with the Company or any of its affiliates or induces,

or attempts to induce, any such person or entity from

ceasing to be a customer or other

business partner of the Company or any of its affiliates, (iv) violates

any agreement between the Participant and the Company or any

of its affiliates relating to

the non-disclosure of proprietary or confidential information

of the Company or any of its affiliates, and/or (v) conducts himself

or herself in a manner

adversely affecting the Company or any of its affiliates, including, without limitation,

making false, misleading or negative statements, either

orally or in

writing, about the Company or any of its affiliates. The determination

as to whether the Participant has engaged in a Competitive Activity

shall be made by the

Committee in its sole discretion.

(e)

This Section 3(e) applies solely with respect to Participants

who are members of the Company’s Executive Management

Committee.

Notwithstanding anything herein to the contrary, Participant agrees and acknowledges

that the Restricted Stock Units awarded under this

Agreement and the underlying shares shall be subject to the terms

and conditions of the Company’s Incentive Compensation Recoupment Policy

approved by

the Board.

Notwithstanding the foregoing, Participant agrees that

incentive compensation, as defined under of the Dodd-Frank Wall Street Reform and

Consumer Protection Act of 2010 and such regulations as

are promulgated thereunder from time to time (“Dodd-Frank”),

payable to Participant under this

Agreement shall be subject to any clawback policy adopted

or implemented by the Company in respect of Dodd-Frank,

or in respect of any other applicable

law or regulation.

Dividend

Equivalents.

Cash dividends on Shares shall be credited to a

dividend book entry account on behalf of the Participant with respect

each Restricted Stock Unit granted to a Participant, provided

that such cash dividends shall not be deemed to be reinvested

in Shares and will be held

uninvested and without interest and paid in cash if and when the

Restricted Stock Unit vests.

Stock dividends on Shares shall be credited to a dividend

book

entry account on behalf of the Participant with respect to each

Restricted Stock Unit granted to a Participant, provided

that the Participant shall not be entitled

to such dividend unless and until the Restricted Stock Unit vests.

Rights

Stockholder

The Participant shall have no rights as a stockholder with

respect to any shares covered by any Restricted Stock

Unit

unless and until the Participant has become the holder

of record of the shares, and no adjustments shall be made

for dividends in cash or other property,

distributions or other rights in respect of any such shares,

except as otherwise specifically provided for in

this Agreement or the Plan.

Withholding

Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all

applicable foreign, federal, state, provincial and local taxes that

the Company is required to withhold at any time.

In the absence of such arrangements, the

Company or one of its Subsidiaries shall have the right to withhold

such taxes from the Participant’s normal pay or other amounts payable to the Participant.

In addition, any statutorily required withholding obligation may

be satisfied, in whole or in part, at the Participant’s election, in the form

and manner

prescribed by the Committee, by delivery of shares of Common

Stock (including shares issuable under this Agreement).

Provisions

Plan

Control

This Agreement is subject to all the terms, conditions

and provisions of the Plan, including, without limitation,

the

amendment provisions thereof, and to such rules, regulations

and interpretations relating to the Plan as may be

adopted by the Committee and as may be in

effect from time to time.

The Plan is incorporated herein by reference.

Capitalized terms in this Agreement that are not otherwise

defined shall have the same

meaning as set forth in the Plan.

Subject to Section 3, if and to the extent that this Agreement

conflicts or is inconsistent with the terms, conditions

and

provisions of the Plan, the Plan shall control, and this Agreement

shall be deemed to be modified accordingly.

This Agreement contains the entire

understanding of the parties with respect to the subject matter

hereof and supersedes any prior agreements between the

Company and the Participant with

respect to the subject matter hereof.

Amendment.

To the extent applicable, the Board or the Committee may at any time and from time

to time amend, in whole or in part, any or all of

the provisions of this Agreement to comply with any applicable

laws and stock exchange rules and regulations (including,

without limitation, Section 409A of

the Code and the regulations thereunder) and may also amend,

suspend or terminate this Agreement subject to the

terms of the Plan.

Except as otherwise

provided in the Plan, no modification or waiver of any of

the provisions of this Agreement shall be effective unless in writing

and signed by the party against

whom it is sought to be enforced.

Notices.

Any notice or communication given hereunder shall be in writing

and shall be deemed to have been duly given when delivered in

person,

or by regular United States mail or similar foreign mail

or post, first class and prepaid, to the appropriate party

at the address set forth below (or such other

address as the party shall from time to time specify):

If to the Company, to:

Form 3

3/21

Henry Schein, Inc.

135 Duryea Road

Melville, New York

11747

Attention:

General Counsel

If to the Participant, to the address on file with the Company.

10.

Obligation

Continue

Employment

Services

This Agreement is not an agreement of employment,

consultancy or directorship.

This

Agreement does not guarantee that the Company or its Subsidiaries

will employ or retain, or continue to employ or retain,

the Participant during the entire, or

any portion of the, term of this Agreement, including

but not limited to any period during which any Restricted Stock

Unit is outstanding, nor does it modify in

any respect the Company or its Subsidiaries’ right to terminate

or modify the Participant’s employment, service relationship or compensation.

11.

Legend

The Company may at any time place legends referencing any

applicable federal, state or foreign securities law restrictions on all

certificates representing Shares issued pursuant to this Agreement.

The Participant shall, at the request of the Company, promptly present to the Company any

and all certificates representing Shares acquired pursuant

to this Agreement in the possession of the Participant

in order to carry out the provisions of this

Section.

12.

Securities

Representations

The grant of the Restricted Stock Units and issuance of Shares

upon vesting of the Restricted Stock Units shall be

subject to, and in compliance with, all applicable requirements

of federal, state or foreign securities law.

No Shares may be

issued hereunder if the issuance of

such Shares would constitute a violation of any applicable federal,

state or foreign securities laws or other law or regulations

or the requirements of any stock

exchange or market system upon which the Shares may

then be listed.

As a condition to the settlement of the Restricted Stock

Units, the Company may

require the Participant to satisfy any qualifications that may

be necessary or appropriate, to evidence compliance with any

applicable law or regulation.

The Shares are being issued to the Participant and this Agreement

is being made by the Company in reliance upon the following

express

representations and warranties of the Participant.

The Participant acknowledges, represents and warrants

that:

(a)

He or she has been advised that he or she may be an “affiliate” within

the meaning of Rule 144 under the Securities Act

1933, as amended (the “Act”) and in this connection the Company

is relying in part on his or her representations set forth in

this section.

(b)

If he or she is deemed an affiliate within the meaning of Rule

144 of the Act, the Shares must be held indefinitely

unless an

exemption from any applicable resale restrictions is available

or the Company files an additional registration statement

(or a “re-offer prospectus”) with regard

to such Shares and the Company is under no obligation to register

the Shares (or to file a “re-offer prospectus”).

(c)

If he or she is deemed an affiliate within the meaning of Rule

144 of the Act, he or she understands that the exemption from

registration under Rule 144 will not be available unless (i)

a public trading market then exists for the Common Stock

of the Company, (ii) adequate information

concerning the Company is then available to the public, and

(iii) other terms and conditions of Rule 144 or any exemption

therefrom are complied with; and

that any sale of the Shares may be made only in limited

amounts in accordance with such terms and conditions.

13.

Transfer

Personal

Data.

The Participant authorizes, agrees and unambiguously

consents to the transmission and processing by the Company

(or any Subsidiary) of any personal data information related

to Restricted Stock Units awarded under this Agreement,

for legitimate business purposes

(including, without limitation, the administration of the Plan)

out of the Participant’s home country and including to countries with less data protection

laws

than the data protection laws provided by the Participant’s home country.

This authorization/consent is freely given by the Participant.

14.

Delivery

Delay.

The delivery of any certificate representing the Common

Stock may be postponed by the Company for such period as

may be

required for it to comply with any applicable foreign,

federal, state or provincial securities law, or any national securities

exchange listing requirements and the

Company is not obligated to issue or deliver any securities

if, in the opinion of counsel for the Company, the issuance of such Shares shall constitute

violation by the Participant or the Company of any provisions

of any applicable foreign, federal, state or provincial law

or of any regulations of any

governmental authority or any national securities exchange.

The Participant acknowledges and understands that

the Company intends to meet its delivery

obligations in Common Stock with respect to Restricted Stock

Units, except as may be prohibited by law or described

in this Agreement, the Plan or

supplementary materials.

15.

Miscellaneous.

This Agreement shall inure to the benefit of and be binding

upon the parties hereto and their respective heirs, legal representatives,

successors and

assigns.

(a)

This Agreement shall be governed and construed in accordance

with the laws of New York (regardless of the law that might

otherwise govern under applicable New York principles of conflict of laws).

(b)

This Agreement may be executed in one or more counterparts,

all of which taken together shall constitute one contract.

(c)

The failure of any party hereto at any time to require performance

by another party of any provision of this Agreement shall

not affect the right of such party to require performance of that

provision, and any waiver by any party of any breach of

any provision of this Agreement shall

not be construed as a waiver of any continuing or succeeding

breach of such provision, a waiver of the provision itself,

or a waiver of any right under this

Agreement.

(d)

This Agreement and the Plan do not create a joint venture

or partnership between the Company and any Subsidiary.

(e)

Notwithstanding any provisions in this Agreement, this

grant of Restricted Stock Units shall be subject to any additional

country-specific terms and conditions set forth in Annex 1 to

the Agreement for the Participant’s country to the extent applicable. Moreover, if Participant

relocates to one of the countries included in Annex 1, the additional

country-specific terms and conditions for such country, if any, will apply to Participant to

the extent that the Company determines that the application

of such terms and conditions is necessary or advisable for legal

or administrative reasons.

16.

ACQUIRED

RIGHTS

THE PARTICIPANT

ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY

TERMINATE OR

AMEND THE PLAN AT ANY TIME; (B) THE AWARD

OF RESTRICTED STOCK UNITS MADE UNDER THIS

AGREEMENT IS COMPLETELY

INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY;

AND (C) NO PAST

GRANTS OR AWARDS

(INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDED

HEREUNDER) GIVE THE

PARTICIPANT

ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.

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WITNESS

WHEREOF

, the parties hereto have executed this Agreement as of

the day and year first set forth above.

HENRY

SCHEIN,

INC.

___________________________

Michael S. Ettinger

Senior Vice President, Corporate & Legal Affairs and Chief of Staff

PARTICIPANT

[Electronic Signature]

[Participant Name]

[Acceptance Date]

ANNEX

Additional

Country

Specific

Terms

and

Conditions

for

the

Restricted

Stock

Unit

Agreement

This Annex 1 includes additional terms and conditions that govern

the Restricted Stock Units granted to the Participant

under the Plan if the

Participant works or resides in, or is otherwise subject to

the taxes imposed by, one of the countries listed below. This Annex 1 also includes other information

that may impact the Participant’s participation in the Plan. Certain capitalized terms

used but not defined in this Annex 1 have the meanings set forth

in the

Plan and/or the Agreement. This Annex 1 forms part

of the Agreement and should be read in conjunction with

the Agreement and the Plan.

The Participant agrees to sign any additional agreements

or undertakings that may be necessary or advisable in order

to comply with applicable law

or facilitate the administration of the Plan. Furthermore,

the Participant acknowledges that the applicable law of the

country in which the Participant is subject

to taxes or is residing or working at the time of grant or

vesting of the Restricted Stock Units or the sale

of shares of Common Stock received pursuant to the

Restricted Stock Units (including any rules or regulations

governing securities, foreign exchange, tax, labor, employment, or other matters)

may restrict or

prevent the issuance of shares of Common Stock or subject the Participant

to additional terms and conditions or procedural or regulatory

requirements that the

Participant is or will be solely responsible for and must

fulfill. Such requirements may be outlined in but are

not limited to items listed below in this Annex 1.

If the Participant is a citizen or resident of a country other

than the country in which he or she is subject to

taxes or is residing and/or working, or if

the Participant transfers employment or residency after the Restricted

Stock Units are granted to him or her, the information contained in this Annex

1 may not

be applicable to the Participant. Tax laws are often complex and outcomes can vary

depending on individual circumstances. Accordingly, the Participant is

advised to seek appropriate professional advice as to

how tax and other relevant laws in the applicable country may

apply to his or her situation.

UNITED STATES

The second to last sentence of Section 2(d) of Agreement

is hereby deleted in its entirety and replaced with the following:

“For the purposes of this Agreement, a “Change of Control”

shall mean the occurrence of a Section 409A Change

of Control (as defined in Section

17).”

As of the Grant Date, if the Participant either (i) qualifies

for Retirement (as defined in Section 2(c) of the Agreement)

or (ii) may become eligible to qualify

for Retirement prior to the Scheduled Payment Date, Section

4 of the Agreement is hereby deleted in its entirety and replaced

with the following:

“Dividend Equivalents.

Cash dividends on Shares shall be credited to a

dividend book entry account on behalf of the Participant with

respect to

each Restricted Stock Unit granted to the Participant, provided

that such cash dividends shall not be deemed to be reinvested

in Shares and will be held

uninvested and without interest.

The Participant’s right to receive any such cash dividends shall vest if

and when the related Restricted Stock Unit vests, and

such cash dividends shall be paid in cash to the Participant if and

when the related Restricted Stock Unit is paid to the

Participant.

Stock dividends on Shares

shall be credited to a dividend book entry account on behalf

of the Participant with respect to each Restricted Stock Unit

granted to the Participant.

The

Participant’s right to receive any such stock dividends shall vest if and when the

related Restricted Stock Unit vests, and such stock dividends

shall be paid in

stock to the Participant if and when the related Restricted Stock

Unit is paid to the Participant.”

The following shall be added to the Agreement as a new Section

17:

“Change of Control Defined.

For purposes of this Agreement, a “Section 409A

Change of Control” shall be deemed to have occurred upon:

(i) an acquisition by any Person of beneficial ownership (within

the meaning of Rule 13d-3 promulgated under the Act) of (A)

50% or more of the

then outstanding Shares or (B) 33% or more of the total combined

voting power of the then outstanding voting securities of HSI

entitled to vote

generally in the election of directors (the “Outstanding HSI

Voting

Securities”); excluding, however, the following: (w) any acquisition directly

from the Company, other than an acquisition by virtue of the exercise of a conversion privilege

unless the security being so converted was itself

acquired directly from the Company, (x) any acquisition by the Company, (y) any acquisition by an employee benefit

plan (or related trust)

sponsored or maintained by the Company or (z) any acquisition

by any corporation pursuant to a reorganization, merger, consolidation or similar

corporate transaction (in each case, a “Corporate Transaction”), if, pursuant

to such Corporate Transaction, the conditions described in clauses (A),

(B) and (C) of paragraph (iii) below are satisfied; or

(ii) within any 12-month period beginning on or after the date

of the Agreement, the individuals who constitute the Board immediately

before the

beginning of such period (the Board as of the date hereof shall

be hereinafter referred to as the “Incumbent Board”)

cease for any reason to

Form 3

3/21

constitute at least a majority of the Board; provided that for

purposes of this Subsection any individual who becomes a

member of the Board

subsequent to the date hereof whose election, or nomination

for election by HSI’s stockholders, was approved by a vote of at least a majority of

those individuals who are members of the Board and who are

also members of the Incumbent Board (or deemed to

be such pursuant to this proviso)

shall be considered as though such individual were a member

of the Incumbent Board; but, provided further, that any such individual whose

initial

assumption of office occurs as a result of either an actual or threatened

election contest (as such terms are used in Rule 14a-11 of Regulation 14A

promulgated under the Act) or other actual or threatened solicitation

of proxies or consents by or on behalf of a Person other than

the Board shall

not be so considered as a member of the Incumbent Board;

(iii) the consummation of a Corporate Transaction or, if consummation of such Corporate Transaction is subject

to the consent of any government

or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation);

excluding, however, such a Corporate

Transaction pursuant to which (A) all or substantially all of the individuals

and entities who are the beneficial owners, respectively, of the

outstanding Shares and Outstanding HSI Voting Securities immediately prior to such Corporate Transaction will beneficially

own, directly or

indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from

such Corporate Transaction

and the combined voting power of the outstanding voting securities

of such corporation entitled to vote generally in the election of directors,

substantially the same proportions as their ownership, immediately

prior to such Corporate Transaction, of the outstanding Shares and Outstanding

HSI Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or

the corporation resulting from such Corporate Transaction and any Person

beneficially owning, immediately prior to such Corporate Transaction,

directly or indirectly, 33% or more of the outstanding Shares or Outstanding HSI

Voting

Securities, as the case may be, will beneficially own,

directly or indirectly, 33% or more of, respectively, the outstanding shares of common stock of the corporation resulting

from such Corporate

Transaction or the combined voting power of the then outstanding securities

of such corporation entitled to vote generally in the election

directors and (C) individuals who were members of the Incumbent

Board will constitute at least a majority of the members

of the board of directors

of the corporation resulting from such Corporate Transaction; or

(iv) the sale or other disposition of all or substantially all

of the assets of the Company; excluding, however, such sale or other

disposition to a

corporation with respect to which, following such sale or

other disposition, (x) more than 60% of, respectively, the then outstanding shares of

common stock of such corporation and the combined

voting power of the then outstanding voting securities

of such corporation entitled to vote

generally in the election of directors will be then beneficially

owned, directly or indirectly, by all or substantially all of the individuals and entities

who were the beneficial owners, respectively, of the outstanding

Common Stock and Outstanding HSI Voting Securities immediately prior to such

sale or other disposition in substantially the same proportion

as their ownership, immediately prior to such sale or

other disposition, of the

outstanding Common Stock and Outstanding HSI Voting Securities, as the case may be, (y) no Person (other than

the Company and any employee

benefit plan (or related trust) of the Company or such corporation

and any Person beneficially owning, immediately prior to such

sale or other

disposition, directly or indirectly, 33% or more of the outstanding Common Stock or Outstanding

HSI Voting Securities, as the case may be) will

beneficially own, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stock

of such corporation and the

combined voting power of the then outstanding voting securities

of such corporation entitled to vote generally in the election

of directors and (z)

individuals who were members of the Incumbent Board will

constitute at least a majority of the members of the board

of directors of such

corporation.

(v) No event set forth herein shall constitute a “Section

409A Change of Control” unless such event also qualifies

as a “change in control event” for

purposes of Treasury Regulation § 1.409A-3(i)(5).

Accordingly, the definition of “Section 409A Change of Control” set forth herein shall

limited, construed and interpreted in accordance with Section

409A and the regulations issued thereunder.”

The following shall be added to the Agreement as a new Section

18:

“Section 409A.

This Agreement is subject to Section 16(i) of the

Plan, and any provisions in this Agreement providing

for the payment of

“nonqualified deferred compensation” (as defined in Section

409A of the Code and the Treasury regulations thereunder) to the Participant

are intended to

comply with, or be exempt from, the requirements of Section

409A of the Code, and this Agreement shall be interpreted in

accordance therewith.

Neither

party individually or in combination may accelerate or defer the

timing of the payment of any such nonqualified deferred

compensation, except in compliance

with Section 409A of the Code and this Agreement, and no amount

shall be paid prior to the earliest date on which

it is permitted to be paid under Section

409A of the Code and this Agreement.

In no event whatsoever shall the Company be liable

for any additional tax, interest or penalty that may be imposed

the Participant as a result of Section 409A of the Code or

any damages for failing to comply with Section 409A

of the Code.

A Termination of Employment or

Retirement shall not be deemed to have occurred for

purposes of any provision of this Agreement providing for

the payment of any amounts or benefits subject

to Section 409A of the Code upon or following a Termination of Employment or Retirement,

as applicable, unless such Termination of Employment or

Retirement, as applicable, is also a “separation from service”

within the meaning of Section 409A of the Code and, for

purposes of any such provision of this

Agreement, references to a “termination,” “termination of employment”

or like terms shall mean “separation from service.” If

the Participant is a “specified

employee,” upon his or her “separation from service” (as defined

under Section 409A of the Code under such definitions

and procedures as established by the

Company in accordance with Section 409A of the Code), any

portion of a payment, settlement, or other distribution made

upon such a “separation from

service” that would cause the acceleration of, or an addition

to, any taxes pursuant to Section 409A of the Code will

not commence or be paid until a date that

is six (6) months and one (1) day following the applicable

“separation from service.” Any payments, settlements,

or other distributions that are delayed

pursuant to this Section 18 following the applicable “separation

from service” shall be accumulated and paid to the Participant

in a lump sum without interest

on the first business day immediately following the required

delay period.

Any amounts payable hereunder that satisfy the short-term deferral

exception in

Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the Code.

Whenever a payment under this Agreement may be

paid within a specified

period, the actual date of payment within the specified period shall

be within the Company’s sole discretion.”

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade Avg

Henry Schein (HSIC) 10-Q2021 Q1 Quarterly report

Content analysis