RESOLUTIONS OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OFPSS WORLD MEDICAL, INC. Amendments to Deferred Compensation Plans
EXHIBIT 10.2
RESOLUTIONS OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF PSS WORLD MEDICAL, INC.
Amendments to Deferred Compensation Plans
WHEREAS, PSS World Medical, Inc. (the Company) maintains the PSS World Medical, Inc. Amended and Restated Officer Deferred Compensation Plan (the Officer Plan), the PSS World Medical, Inc. Amended and Restated ELITe Deferred Compensation Plan (the ELITe Plan) and the PSS World Medical, Inc. Amended and Restated Leaders Deferral Plan (the Leaders Plan, and together with the Officer Plan and the ELITe Plan, the Plans); and
WHEREAS, the Committee desires to amend the Plans to provide that the Committee may, in its sole and absolute discretion, accelerate the time and form of payment under any of the Plans in certain circumstances as permitted by Treas. Reg. Section 1.409A-3(j)(4) (including, without limitation, pursuant to a domestic relations order), or to delay the time of a distribution as permitted by Treas. Reg. Section 1.409A-2(b)(7); and
WHEREAS, the Committee desires to amend the Officer Plan to provide for Company Matching Contributions for Tier 5 Officers, Tier 6 Officers and Tier 7 Officers; and
WHEREAS, the Committee desires to amend the Leaders Plan to reduce the Company Matching Contribution for individuals designated as the top 50 Leaders for a Plan Year;
NOW, THEREFORE, BE IT RESOLVED, that the Committee hereby approves and adopts amendments to the Plans in substantially the forms attached hereto as Exhibits A through C, with such changes thereto as the Chair of the Committee deems to be appropriate and consistent with the presentation made to the Committee or otherwise based upon the advice of the Companys legal counsel or independent accountants which changes do not alter materially the substance of the Approved Amendments as approved by the Committee; and
FURTHER RESOLVED, that the officers of the Company be, and they hereby are, authorized and directed to do any and all things deemed by them necessary or desirable to effect the foregoing resolutions.
EXHIBIT B
AMENDMENT TO THE PSS WORLD MEDICAL, INC.
AMENDED AND RESTATED ELITe DEFERRED COMPENSATION PLAN
THIS AMENDMENT (this Amendment) to the PSS World Medical, Inc. Amended and Restated ELITe Deferred Compensation Plan (the Plan), is made this 9th day of December, 2010.
The Compensation Committee (the Committee) of the Board of Directors of PSS World Medical, Inc. (the Company) has determined that it is in the best interests of the Company and its stockholders to amend the Plan to provide that the Committee may use its discretion to accelerate the time and form of payments under the Plan in certain circumstances, as permitted by Treas. Reg. Section 1.409A-3(j)(4), or to delay the time for payment of a benefit as permitted by Treas. Reg. Section 1.409A-2(b)(7).
1. The Plan is hereby amended by adding the following new Section 5.13:
5.13 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participants Accounts be paid to an alternate payee, any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.
2. The Plan is hereby amended by adding the following sentence to the end of Section 9.02 (Spendthrift Clause):
Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized representative on the day and year first above written.
PSS WORLD MEDICAL, INC | ||
By: | /s/ David D. Klarner | |
Its: Vice President and Treasurer |
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