SCHEIN HENRY INC
10.33 FORM OF CHANGE IN CONTROL AGREEMENTS
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<FILENAME>an86510.txt
<DESCRIPTION>10.33 FORM OF CHANGE IN CONTROL AGREEMENTS
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                               Henry Schein, Inc.
                                 135 Duryea Road
                            Melville, New York 11747

                                                                    July 1, 2001



Mr.

Dear                  :

     As you know,  the Board of Directors of Henry  Schein,  Inc.  ("HSI" or the
"Company")  awarded you  certain  Change in Control  protection  outlined in the
letter agreement dated January 1, 2000 (the "CIC Agreement").  The CIC Agreement
was  supplemented  by a letter  dated as of the same  date,  clarifying  certain
matters  referred to in the CIC  Agreement.  (Together,  the CIC  Agreement  and
supplemental letter are referred to herein as the "2000 Agreement.")

     The CIC Agreement provided,  generally, for two Change in Control benefits,
i.e.,  a severance  benefit set forth in Section 3 of the CIC  Agreement,  and a
cash  bonus  based on a phantom  share  award set forth in  Section 2 of the CIC
Agreement.  Under the 2000 Agreement,  the severance  benefit  provisions  would
continue in full force and effect  indefinitely.  The cash bonus provisions,  by
contrast, were to expire on June 30, 2001.

     Having concluded that the cash bonus provisions of the CIC Agreement should
be extended to December 31, 2002 in a modified  form,  the Board of Directors of
the Company has  authorized  this letter  agreement  which (1) carries  forward,
without alteration, the severance benefit of the 2000 Agreement, and (2) carries
forward,  in modified  form, the cash bonus benefit  through  December 31, 2002.
Accordingly,  this letter agreement ("Letter  Agreement") amends and restates in
its entirety the 2000 Agreement and any and all other prior  agreements  between
you  and  the  Company  relating  to the  subject  matter  hereof.  For  ease of
reference, changes from the CIC Agreement appear in bold-face italics.

     1. Term Of Agreement.  THE TERM OF THIS AGREEMENT SHALL COMMENCE ON JULY 1,
2001 (THE "EFFECTIVE DATE") AND CONTINUE IN FULL FORCE AND EFFECT  INDEFINITELY;

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PROVIDED,  HOWEVER,  THAT THE  PROVISIONS  OF  SECTION  2 HEREOF  SHALL BE OF NO
FURTHER FORCE OR EFFECT AFTER DECEMBER 31, 2002,  UNLESS A CHANGE IN CONTROL HAS
OCCURRED ON OR PRIOR TO SUCH DATE, IN WHICH EVENT,  THE  PROVISIONS OF SECTION 2
HEREOF  SHALL  CONTINUE IN FULL FORCE AND EFFECT WITH  RESPECT TO SUCH CHANGE IN
CONTROL.  THE PERIOD FROM THE EFFECTIVE  DATE TO DECEMBER 31, 2002 OR SUCH LATER
DATE, IF ANY, AS THE COMPANY,  IN ITS SOLE DISCRETION,  MAY HEREAFTER EXTEND THE
PROVISIONS OF SECTION 2 HEREOF, IS HEREINAFTER REFERRED TO AS THE TERM.

     2.  Entitlement  to Cash Bonus.  Provided (a) you are then  employed by the
Company  or (b) you were  employed  by the  Company  until your  employment  was
terminated  by the Company  without  Cause or by you for Good Reason,  in either
case,  (i) within ninety (90) days prior to the effective  date of the Change in
Control,  or (ii) after the first  public  announcement  of the  pendency of the
Change in Control, upon the effective date of the Change in Control you shall be
entitled to a cash payment equal to the Change in Control Price (as defined), as
determined as of such payment date, times ______, such payment to be paid to you
no later than 10 days after the effective date of the Change in Control  ("Bonus
Payment  Date").  In the event that the Change in Control Price increases in the
50-day  period after the Bonus  Payment  Date  occurs,  you shall be entitled to
receive an  additional  payment  equal to the  product of such  increase  in the
Change in Control Price times ______ such amount payable to you no later than 60
days from the Bonus Payment Date.

     3. Entitlement to Severance Benefits.

          (a) Cash Severance Benefit. In the event your employment is terminated
     (a  "Termination")  by the Company without Cause or by you for Good Reason,
     in either case within two years following a Change in Control, you shall be
     entitled to receive the sum of the following, payable in a cash lump sum no
     later than 15 days after the Termination  date: (i) Base Salary through the
     Termination  date; (ii) a pro rata annual incentive award at target for the
     year in which the Termination  occurs, and (iii) an amount equal to 200% of
     the sum of your  Base  Salary  plus  your  target  annual  cash  bonus.  In
     addition,  notwithstanding  the foregoing,  in the event your employment is
     terminated  by the  Company  without  Cause or by you for Good  Reason,  in
     either case (i) within  ninety (90) days prior to the  effective  date of a
     Change in  Control,  or (ii)  after the first  public  announcement  of the
     pendency  of the  Change  in  Control,  such  termination  shall,  upon the
     effective  date of a Change in  Control,  be  deemed to be a  "Termination"
     covered under the preceding sentence of this Section 3(a), and you shall be
     entitled to the amounts provided for under the preceding sentence.

          (b) Other  Severance  Benefits.  In the event you are  entitled to the
     amounts provided for in Section 3(a) hereof, and  notwithstanding  anything
     to  the  contrary  contained  in  any  stock  option  or  restricted  stock
     agreement,  you shall also be  entitled  to the  following:  (i)  immediate
     vesting of all  outstanding  stock options to the fullest extent  permitted
     under  the  applicable   stock  option  plan;   (ii)   elimination  of  all

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     restrictions on any restricted or deferred stock awards  outstanding at the
     time of Termination,  (iii) immediate vesting of all restricted or deferred
     stock awards and non-qualified  retirement benefits, (iv) settlement of all
     deferred  compensation  arrangements in accordance with any then applicable
     deferred compensation plan or election form (v) continued  participation in
     all HSI's welfare  benefit plans  (INCLUDING,  WITHOUT  LIMITATION,  HEALTH
     COVERAGE AND OTHER  BENEFIT PLANS AND PROGRAMS  PURSUANT TO WHICH  BENEFITS
     ARE PROVIDED TO YOU AS OF THE  TERMINATION  DATE) at the same benefit level
     at which you were  participating on the Termination date for a period of 24
     months  unless  and  until  the date or  dates  you  receive  substantially
     equivalent coverage from a subsequent employer.

          (c)  Section  280(G)  Gross-Up  Protection.  In the event  you  become
     entitled  to  payments,  all or a portion  of which  become  subject to tax
     imposed under Section 4999 of the Internal Revenue Code of 1986, as amended
     (the "Code") (or any other similar tax, but excluding any income tax of any
     nature)("Excise  Tax"), HSI shall pay you an additional  amount  ("Gross-Up
     Payment")  such that the amount  retained  by you after  reduction  for any
     Excise Tax (including  penalties or interest  thereon) equals the amount to
     be paid to you by HSI hereunder prior to the imposition of such Excise Tax.
     The amount of the Gross-Up Payment shall be calculated by HSI's independent
     auditors.  In the event that such Gross-Up Payment is finally determined to
     be less than the amount necessary to provide that the amount to be retained
     by you after reduction for any Excise Tax (including  penalties or interest
     thereon)  equals the amount to be paid to you by HSI hereunder prior to the
     imposition of such Excise Tax, HSI shall pay an additional amount to you in
     respect of such deficiency  (including any interest and penalties).  In the
     event that such Gross-Up Payment is finally determined to exceed the amount
     necessary to provide that the amount to be retained by you after  reduction
     for any Excise Tax  (including  penalties or interest  thereon)  equals the
     amount to be paid to you by HSI hereunder  prior to the  imposition of such
     Excise  Tax,  you must  promptly  repay the  entire  amount of such  excess
     Gross-Up Payment to HSI.

          (d) No Mitigation;  No Offset.  In the event of any  Termination,  you
     shall be under no obligation to seek other employment and no amounts due to
     you under this Agreement shall be subject to offset due to any remuneration
     attributable to subsequent employment that you may obtain.

          (e) Exclusivity of Severance  Payments;  Release. In the event you are
     entitled to the amounts provided for in Section 3(a) hereof,  you shall not
     be entitled to any other severance  payments or severance benefits from HSI
     or  any  payments  by HSI  on  account  of  any  claim  by you of  wrongful
     termination,  including claims under any federal,  state or local human and
     civil rights or labor laws.  Termination  payments and benefits made to you
     are  conditioned  upon your  execution  of a release  agreement,  in a form
     reasonably satisfactory to HSI, releasing any and all claims arising out of

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     your  employment  (other than  enforcement of this  Agreement),  any rights
     under HSI's  incentive  compensation  and employee  benefit plans,  and any
     claim for any non-employment related tort for personal injury.

     4. Definitions.  For purposes of this Agreement,  the following terms shall
have the meanings ascribed to them.

          (a) "Base  Salary" means the  annualized  rate of pay in effect on the
     Termination date,  provided that if a reduction in Base Salary is the basis
     for a Termination  for Good Reason,  then "Base Salary" shall mean the rate
     of pay in effect  immediately prior to such reduction.  AS USED HEREIN, THE
     TERM "BASE SALARY" INCLUDES, WITHOUT LIMITATION, THE ANNUALIZED RATE OF ANY
     AUTOMOBILE ALLOWANCE IN EFFECT ON THE DATE OF TERMINATION,  AND THE AMOUNT,
     AS  APPLICABLE,  OF  THE  COMPANY'S  MATCHING  401(K)  CONTRIBUTION  AND/OR
     SUPPLEMENTAL  EMPLOYMENT  RETIREMENT  PLAN  CONTRIBUTION  FOR THE FULL YEAR
     PRECEDING THE DATE OF THE CHANGE IN CONTROL.

          (b) "Cause"  shall exist if: (i) you are  convicted  of, or plead nolo
     contendere  to, any felony which  materially  and  adversely  impacts HSI's
     financial  condition  or  reputation,  (ii)  you  engage  in  conduct  that
     constitutes  willful gross neglect or willful gross  misconduct in carrying
     out your duties which  materially  and adversely  impacts  HSI's  financial
     condition or reputation, or (iii) you violate Section 5 of this Agreement.

          (c) A "Change  in  Control"  shall be deemed to occur  upon any of the
     following:  (i) acquisition by any one "person" (as such term is defined in
     ss.3(a)(9) of the Securities and Exchange Act of 1934, as amended, and used
     in ss.13(d)  and 14(d)  thereof,  including  "group" as defined in ss.13(d)
     thereof) of 33% or more of the Company's  voting  shares  without the prior
     express  approval of the Company's Board of Directors;  (ii) acquisition by
     any one "person" or "group" (as referred to in the  preceding  sentence) of
     more than 50% of HSI's voting shares;  (iii) directors elected to the Board
     over any 24 month  period  not  nominated  by the HSI  Executive  Committee
     represent  30% or more of the total  number of directors  constituting  the
     Board at the  beginning of the period (or such  nomination  results from an
     actual or threatened  proxy  contest);  (iv) any merger,  consolidation  or
     other corporate  combination upon the completion of which HSI shares do not
     represent  more  than 50% of the  combined  voting  power of the  resulting
     entity;  and  (v)  upon  the  sale  of  all  or  substantially  all  of the
     consolidated assets of HSI, other than a distribution to shareholders.

          (d) "Change in Control  Price" shall mean an amount in cash,  not more
     than $45, equal to the RESULT  OBTAINED BY SUBTRACTING  $15 FROM the higher
     of (i) the amount of cash and fair  market  value of  property  that is the

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     highest  price per share paid  (including  extraordinary  dividends) in any
     transaction  triggering the Change in Control or any  liquidation of shares
     following a sale of  substantially  all assets of the Company,  or (ii) the
     highest  fair market  value per share at any time during the 60-day  period
     preceding and 60-day period following the Change in Control.

          (e) "Confidential  Information" shall mean all information  concerning
     the business of HSI relating to any of their products, product development,
     trade  secrets,  customers,  suppliers,  finances,  and business  plans and
     strategies.  Excluded from the definition of "Confidential  Information" is
     information  (i) that is or becomes part of the public  domain,  other than
     through your breach of this Agreement,  or (ii) regarding HSI's business or
     industry  properly  acquired  by you in the  course  of your  career  as an
     employee in HSI's industry and  independent of your  employment by HSI. For
     this purpose,  information known or available generally within the trade or
     industry of HSI shall be deemed to be known or available to the public.

          (f) "Good Reason" shall mean your termination of your employment based
     upon one or more of the  following  events  (except  as a result of a prior
     termination):  (i) any  change  in your  position  or  responsibilities  or
     assignment of duties materially  inconsistent with your status prior to the
     Change in  Control;  (ii)  following  a business  combination  related to a
     Change in  Control,  a  failure  to offer you a  position  in the  combined
     business entity,  having authority  equivalent in scope to the authority in
     the position held by you in the Company  immediately prior to such business
     combination;  (iii)  any  decrease  in  your  Base  Salary,  target  annual
     incentive or long-term incentive opportunity;  (iv) any breach of the terms
     of this  Agreement  by HSI after  receipt of written  notice from you and a
     reasonable  opportunity  to cure such  breach;  (v) HSI fails to obtain any
     successor entity's assumption of its obligations to you hereunder;  or (vi)
     the Company  requiring  you to perform  your  services as an employee on an
     ongoing basis at a location more than 75 miles distant from the location at
     which you perform  your  services as of the date  immediately  prior to the
     Change in Control.

     5. Non-Disclosure; Non-Solicitation; Non-Disparagement.

     (a) During the Term and  thereafter,  you shall not,  without  HSI's  prior
written consent  disclose to anyone (except in good faith in the ordinary course
of  business)  or  make  use  of  any  Confidential  Information  except  in the
performance  of your duties  hereunder or when  required to do so by law. In the
event that you are so required by law, you shall give prompt  written  notice to
HSI  sufficient to allow HSI the  opportunity  to object to or otherwise  resist
such order.

     (b)  During  the Term and for a period of 24 months  thereafter,  you shall
not,  without  HSI's prior  written  consent,  solicit for  employment,  whether
directly or indirectly, any person who (i) at the time is employed by HSI or any
affiliate,  or (ii) was  employed by HSI or any  affiliate  within  three months
prior to such solicitation.

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     (c) You agree that, during the Term and thereafter (including following any
Termination for any reason) you will not make statements or representations,  or
otherwise communicate, directly or indirectly, in writing, orally, or otherwise,
or take any action which may,  directly or indirectly,  disparage or be damaging
to HSI or its respective officers, directors, employees, advisors, businesses or
reputations.  Notwithstanding  the foregoing,  nothing in this  Agreement  shall
preclude you from making truthful statements or disclosures that are required by
applicable law, regulation or legal process.

     6.  Resolution  of Disputes.  Any  controversy  or claim  arising out of or
relating to this  Agreement  or any breach or asserted  breach  hereof  shall be
resolved  by  binding  arbitration,  to be held at an  office  closest  to HSI's
principal  offices in accordance  with the rules and  procedures of the American
Arbitration  Association.  Judgment upon the award rendered by the arbitrator(s)
may be entered in any court of competent jurisdiction. Pending the resolution of
any arbitration or court  proceeding,  HSI shall continue payment of all amounts
and  benefits  due you  hereunder.  All  reasonable  costs and  expenses  of any
arbitration or court  proceeding  (including fees and  disbursements of counsel)
shall be promptly paid on your behalf by HSI;  provided,  however,  that no such
expense  reimbursement  shall  be made if and to the  extent  the  arbitrator(s)
determine(s)  that any of your  litigation  assertions  or defenses  were in bad
faith or frivolous.

     7. Effect of Agreement on Other Benefits.  Except as specifically  provided
in this  Agreement,  the existence of this Agreement shall not be interpreted to
prohibit or restrict your  participation  in any other employee benefit or other
plans or programs in which you currently participate.

     8.  Not an  Employment  Agreement.  This  Agreement  is not a  contract  of
employment  between you and HSI. HSI may terminate  you at any time,  subject to
the terms hereof or any other agreement that might exist between you and HSI.

     9. Assignability;  Binding Nature. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective  successors,  heirs (as
applies to you) and permitted assigns. HSI agrees that in the event of a sale or
transfer of assets, it shall, as a condition of such sale, require such assignee
or  transferee to expressly  assume HSI's  liabilities,  obligations  and duties
hereunder.

     10.  Governing  Law/Jurisdiction.  This Agreement  shall be governed by and
construed  and  interpreted  in  accordance  with the  laws of New York  without
reference to principles of conflict of laws.

     Please  acknowledge  your  acceptance  of the  terms of this  Agreement  by
executing below and returning a copy to HSI.

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                                               HENRY SCHEIN, INC.


                                               By: _____________________________
                                                   Stanley M. Bergman
                                                   Chairman, President and CEO

                                               Accepted:

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