PSS WORLD MEDICAL INC
AMENDED AND RESTATED OFFICER STOCK OPTION GRANT PROGRAM
<DOCUMENT>
<TYPE>EX-10.20A
<SEQUENCE>10
<FILENAME>dex1020a.txt
<DESCRIPTION>AMENDED AND RESTATED OFFICER STOCK OPTION GRANT PROGRAM
<TEXT>
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Exhibit 10.20a

                                    EXHIBIT B

                             PSS WORLD MEDICAL, INC.
                              AMENDED AND RESTATED
                       OFFICER STOCK OPTION GRANT PROGRAM
                        (as amended through July 1, 2003)

                                    ARTICLE 1
                             BACKGROUND AND PURPOSE

1.01  Purpose. PSS World Medical, Inc. desires to recognize the valuable
      contribution of its selected officers by providing the Officer Deferral
      Incentive Program, an executive benefit program consisting of (i) the
      Officer Deferred Compensation Plan, under which participants may
      voluntarily defer compensation, which, together with a Company matching
      contribution on deferrals of up to a designated percentage of
      compensation, will earn a return based on the performance of one or more
      benchmark investments, and (ii) this Officer Stock Option Grant Program,
      which provides participants in the Officer Deferred Compensation Plan the
      opportunity to purchase Company stock when the growth in the stock value
      exceeds a designated formula amount.

1.02  Employee Stock Option Plan. The Company maintains the Physician Sales &
      Service, Inc. Amended and Restated 1994 Long Term Stock Plan, the
      Physician Sales & Service, Inc. Amended and Restated 1994 Long Term
      Incentive Plan, and the PSS World Medical, Inc. 1999 Long-Term Incentive
      Plan, or any successor plan(s) (the "Employee Stock Option Plan"), under
      which the Compensation Committee of the Board of Directors has the
      discretion to grant to selected employees or officers of the Company
      options to acquire common stock of the Company. Pursuant to such authority
      under the Employee Stock Option Plan, the Compensation Committee hereby
      establishes, as a grant program for awards to participants in the Officer
      Deferred Compensation Plan, this Officer Stock Option Grant Program.
      Options granted pursuant to this program shall be issued under, and shall
      be subject to the terms and conditions of, the Employee Stock Option Plan.

                                    ARTICLE 2
                                   DEFINITIONS

2.01  Definitions. Certain terms used herein have defined meanings set forth in
      this Article and which shall govern unless the context in which they are
      used clearly indicates that some other meaning is intended.

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      Annual Option Limit. The maximum aggregate number of stock options that
      may be granted in any one Plan Year (beginning with Plan Year 2004) under
      this Officer Stock Option Grant Program, the Company's ELITe Stock Option
      Grant Program and the Company's Leader's Stock Option Grant Program
      (collectively, the "PSS Deferred Compensation Programs") shall be a number
      to be determined by the Committee from time to time (the "Annual Option
      Limit"). Until further changed by the Committee, the Annual Option Limit
      shall be 250,000. To the extent that the aggregate number of options that
      would otherwise be granted under the PSS Deferred Compensation Programs in
      any such Plan Year exceeds the Annual Option Limit, a prorata reduction
      shall be made in the option grants to each participant in the PSS Deferred
      Compensation Programs for such Plan Year. Such prorata reduction in the
      number of options for each participant shall be calculated by multiplying
      (i) the number of options that such participant would have earned in that
      Plan Year without regard for the Annual Option Limit, by (ii) a fraction,
      the numerator of which is the Annual Option Limit, and the denominator of
      which is the aggregate number of options that would have been earned by
      all participants under the PSS Deferred Compensation Programs for that
      Plan Year without regard for the Annual Option Limit, and (iii) rounding
      the resulting number to the next lowest whole number of shares.

      Beneficiary. Any person or persons designated by a Participant, in
      accordance with procedures established by the Committee or Program
      Administrator, to receive benefits hereunder in the event of the
      Participant's death. If any Participant shall fail to designate a
      Beneficiary or shall designate a Beneficiary who shall fail to survive the
      Participant, the Beneficiary shall be the Participant's surviving spouse,
      or, if none, the Participant's surviving descendants (who shall take per
      stirpes) and if there are no surviving descendants, the Beneficiary shall
      be the Participant's estate.

      Board. The Board of Directors of the Company.

      Company Matching Contribution. The matching contributions made by the
      Company to Participants' Deferral Accounts in accordance with the Deferred
      Compensation Plan.

      Committee. The committee of the Board described in Article 3.

      Company. PSS World Medical, Inc. and its corporate successors.

      Compensation. The total salary and cash bonus payable by the Company to a
      Participant in the relevant Plan Year for services to the Company or any
      of its affiliates, as such amount may be changed from time to time.

      Deferral Accounts. A Participant's deferral accounts under the Deferred
      Compensation Plan.

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      Deferred Compensation Plan. The PSS World Medical, Inc. Officer Deferred
      Compensation Plan, as amended from time to time.

      Designated Interest Rate. A rate to be determined annually by the Board,
      but which shall not be less than the 90 day U.S. Treasury Bill rate in
      effect on the first date of the Plan Year. Until changed by the Board, the
      Designated Interest Rate shall be 5.13%.

      Disability. A Disability as defined in the Employee Stock Option Plan.

      Effective Date. August 1, 1998.

      Employee Stock Option Plan. The PSS World Medical, Inc. 1999 Long-Term
      Incentive Plan, as amended from time to time, the Physician Sales &
      Service, Inc. Amended and Restated 1994 Long Term Stock Plan, as amended
      from time to time, or any successor plan under which stock options may be
      granted to officers of the Company.

      Fair Market Value. The Fair Market Value of a share of Stock, as defined
      in the applicable Employee Stock Option Plan under which an Option is
      granted.

      Normal Retirement. Termination of Employment after age 60, or after age 55
      with ten years of prior service with the Company or any of its affiliates.

      Officer. A person who has been designated by the Board as a Tier 1
      Officer, Tier 2 Officer, Tier 3 Officer, Tier 4 Officer or Tier 5 Officer
      of the Company.

      Option. A right granted to a Participant pursuant to the Option Grant
      Program to purchase Stock at a specified price during specified time
      periods. Options granted pursuant to the Option Grant Program are granted
      under, and pursuant to the terms and conditions of, the applicable
      Employee Stock Option Plan.

      Option Agreement. Any written agreement, contract, or other instrument or
      document evidencing an Option.

      Option Grant Program. The PSS World Medical, Inc. Officer Stock Option
      Grant Program as set forth in this document, together with any subsequent
      amendments hereto.

      Participant. Any Officer who has been granted an Option pursuant to the
      Option Grant Program.

      Plan Year. A Plan Year under the Officer Deferred Compensation Plan, which
      currently is the twelve-month period from July 1 of each year though June
      30 of

                                      -3-

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      the following calendar year; provided, however, that Plan Year 2002 shall
      mean the 15-month period from April 1, 2001 to June 30, 2002. Thereafter,
      "Plan Year 2003" for example, shall mean the year ended June 30, 2003, and
      so on.

      Program Administrator. The Committee or its delegee of administrative
      duties under the Option Grant Program pursuant to Section 3.02.

      Stock. The $0.01 par value common stock of the Company and such other
      securities of the Company as may be substituted for Stock pursuant to the
      Employee Stock Option Plan.

      Termination of Employment. A Termination of Employment occurs when a
      Participant ceases for any reason to be an employee of the Company or any
      of its affiliates.

                                    ARTICLE 3
                   ADMINISTRATION OF THE OPTION GRANT PROGRAM

3.01  Administration. The Option Grant Program shall be administered by the
      Committee that administers the Employee Stock Option Plan.

3.02  Authority of Committee. The Committee shall have the powers and authority
      set forth in the Employee Stock Option Plan, including, without
      limitation, full power and authority to: (i) interpret and construe the
      Option Grant Program and adopt such rules and regulations as it shall deem
      necessary and advisable to implement and administer the Option Grant
      Program, (ii) decide all matters that must be determined in connection
      with an Option (consistent with the provisions of the Employee Stock
      Option Plan), and (iii) do all things necessary to operate and administer
      the Option Grant Program in accordance with its provisions. The Committee
      may delegate administrative duties under the Option Grant Program to one
      or more agents as it shall deem necessary or advisable. Unless and until
      revoked by the Committee, the Committee hereby designates the Plan
      Administrator of the Deferred Compensation Plan to serve as the Program
      Administrator to perform the Committee's administrative duties under the
      Option Grant Program.

3.03  Effect of Committee Determinations. No member of the Committee or the
      Board or the Program Administrator shall be personally liable for any
      action or determination made in good faith with respect to the Option
      Grant Program or to any settlement of any dispute between a Participant
      and the Company. Any decision or action taken by the Committee or the
      Board with respect to the administration or interpretation of the Option
      Grant Program shall be conclusive and binding upon all persons.

                                      -4-

<PAGE>

                                    ARTICLE 4
                                   ELIGIBILITY

4.01  Eligibility. Options may be granted pursuant to the Option Grant Program
      only to individuals who are Tier 1, Tier 2, Tier 3, Tier 4 or Tier 5
      Officers on the date of grant.

                                    ARTICLE 5
                                  STOCK OPTIONS

5.01  General. The Committee shall grant Options to Officers on the following
      terms and conditions:

      (a)  Automatic Grant of Options. Subject to the availability of shares
           under the Employee Stock Option Plan, and subject to the Annual
           Option Limit for Plan Years 2004 and later, on the first day of each
           Plan Year (or August 1, 1998 for the first Plan Year), each Officer
           who elected to make a deferral into any of his or her Deferral
           Accounts for such Plan Year, shall be granted an Option to purchase
           that number of shares of Stock (rounded up to the nearest whole
           share) equal to the quotient of (i) the amount elected to be deferred
           by the Participant for such Plan Year under the Deferred Compensation
           Plan (up to 15% of Compensation for Tier 1 and Tier 2 Officers and up
           to 10% of Compensation for Tier 3 through Tier 5 Officers), divided
           by (ii) the Fair Market Value as of such date. For example, if on
           July 1, 2003 a Participant's deferral into his or her Deferral
           Accounts for Plan Year 2004 eligible for a Company Matching
           Contribution was $1,500 (annualized based on the Participant's rate
           of Compensation as in effect on July 1, 2003), and the Fair Market
           Value on July 1, 2003 was $20.00, then, the Participant would be
           granted on July 1, 2003 an Option to purchase 75 shares of Stock
           ($1,500 / $20).

      (b)  Exercise Price. The exercise price per share under an Option on the
           date of grant shall be the amount (rounded up to the nearest cent)
           which is the product of (i) the Fair Market Value on the date of
           grant, times (ii) one plus the Designated Interest Rate then in
           effect, compounded annually over four years. For example, if the Fair
           Market Value on the date of grant of an Option is $20.00 and the
           Designated Interest Rate as of that date is 5.13%, the exercise price
           of the Option on the date of grant would be $20.00 x 1.0513/4/, or
           $24.43.

      (c)  Time and Conditions of Exercise. Options granted to a Participant
           pursuant to the Option Grant Program (regardless of when granted)
           shall become vested cumulatively at the rate of 20% of the shares
           covered by such Option on the fourth, fifth, sixth, seventh and
           eighth anniversaries of the date the Participant first made a
           deferral under the Deferred

                                      -5-

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           Compensation Plan. For example, if a Participant first made a
           deferral under the Deferred Compensation Plan with respect to any
           part of Plan Year 2003, he or she will become vested in all Options
           granted hereunder, based on the 4/th/ to 8/th/ anniversaries of the
           first day of such 2003 Plan Year, which is July 1, 2002 (i.e., all
           Options granted to such Participant, whenever made, will be 20%
           vested on July 1, 2006, 40% vested on July 1, 2007, and so on.) For a
           Participant who began participating in the Deferred Compensation Plan
           prior April 1, 2002, his or her Option vesting dates will be based on
           an April 1 plan year, which was in effect prior to April 1, 2002.
           Notwithstanding the above, an Option granted to a Participant
           pursuant to the Option Grant Program shall become vested and
           exercisable in full (i) upon the death, Normal Retirement or
           Disability of the Participant, (ii) upon such date as a successor to
           the Company terminates the Deferred Compensation Plan, or (iii) if
           within 24 months after a Change in Control (as defined in the
           Deferred Compensation Plan), a successor to the Company terminates
           the employment of the Participant without cause or the Participant
           resigns for Good Reason, as defined in the Participant's Employment
           Agreement, if any, with the Company. The Options shall not
           automatically vest upon the occurrence of a Change in Control.

      (d)  Payment. Payment of the exercise price of an Option may be paid in
           such manner as may be permitted under the Employee Stock Option Plan.

      (e)  Evidence of Grant. All Options shall be evidenced by a written Option
           Agreement between the Company and the Participant. The Option
           Agreement shall include such provisions, consistent with the Employee
           Stock Option Plan, as may be specified by the Committee.

      (f)  Lapse of Option. An Option shall lapse under the earliest of the
           following circumstances:

                (1)  The Option shall lapse as of the day following the tenth
           anniversary of the date of grant.

                (2)  If the Participant terminates employment by reason of his
           Normal Retirement or for any reason other than as provided in
           paragraph (3) or (4) below, the Option shall lapse, unless it is
           previously exercised, two years after the Participant's Termination
           of Employment.

                (3)  If the Participant terminates employment by reason of his
           Disability, the Option shall lapse, unless it is previously
           exercised, 12 months after the Participant's Termination of
           Employment.

                                      -6-

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                (4)  If the Participant dies while employed, or during the
           two-year period described in paragraph (2) or during the 12-month
           period described in paragraph (3) and before the Option otherwise
           lapses, the Option shall lapse 12 months after the Participant's
           death. Upon the Participant's death, any exercisable Options may be
           exercised by the Participant's Beneficiary.

           Unless the exercisability of the Option is accelerated as provided
           herein or in the Employee Stock Option Plan, if a Participant
           exercises an Option after Termination of Employment, the Option may
           be exercised only with respect to the shares that were otherwise
           vested on the Participant's Termination of Employment.

                                    ARTICLE 6
                     OTHER PROVISIONS APPLICABLE TO OPTIONS

6.01  Beneficiaries. A Participant may, in the manner determined by the
      Committee, designate a Beneficiary to exercise the rights of the
      Participant and to receive any distribution with respect to any Option
      upon the Participant's death. A Beneficiary, legal guardian, legal
      representative, or other person claiming any rights under the Option Grant
      Program is subject to all terms and conditions of the Option Grant
      Program, the Employee Stock Option Plan and any Option Agreement
      applicable to the Participant, except to the extent the Option Grant
      Program, the Employee Stock Option Plan and the Option Agreement otherwise
      provide, and to any additional restrictions deemed necessary or
      appropriate by the Committee. Subject to the foregoing, a Beneficiary
      designation may be changed or revoked by a Participant at any time
      provided the change or revocation is filed with the Committee.

6.02  Stock Certificates. All Stock certificates delivered pursuant to the
      Option Grant Program are subject to any stop-transfer orders and other
      restrictions as the Committee deems necessary or advisable to comply with
      federal or state securities laws, rules and regulations and the rules of
      any national securities exchange or automated quotation system on which
      the Stock is listed, quoted, or traded. The Committee may place legends on
      any Stock certificate to reference restrictions applicable to the Stock.

                                    ARTICLE 7
                     AMENDMENT, MODIFICATION AND TERMINATION

7.01  Amendment, Modification and Termination. The Committee may, at any time
      and from time to time, amend, modify or terminate the Option Grant
      Program.

7.02  Awards Previously Granted. At any time and from time to time, the
      Committee may amend, modify or terminate any outstanding Option without
      approval of the

                                      -7-

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      Participant; provided, however, that such amendment, modification or
      termination shall not, without the Participant's consent, reduce or
      diminish the value of such Option determined as if the Option had been
      exercised on the date of such amendment or termination. No termination,
      amendment, or modification of the Option Grant Program shall, without the
      written consent of the Participant, adversely affect any Option previously
      granted.

                                    ARTICLE 8
                                  MISCELLANEOUS

8.01  No Implied Rights. Nothing contained in the Option Grant Program shall be
      deemed to give any Officer the right to continue in such status or to
      remain as an employee of the Company.

8.02  Spendthrift Clause. None of the rights or benefits under the Option Grant
      Program shall be subject to the claim of any creditor of any Participant
      or Beneficiary, or to any legal process by any creditor of such
      Participant or Beneficiary, and none of them shall have any right to
      alienate, commute, anticipate or assign any of the rights or benefits
      under the Option Grant Program except to the extent expressly provided
      herein to the contrary.

8.03  Relationship to Other Benefits. No benefit under the Option Grant Program
      shall be taken into account in determining any benefits under any pension,
      retirement, savings, profit sharing, group insurance, welfare or benefit
      plan of the Company or its affiliates unless provided otherwise in such
      other plan.

8.04  Expenses. The expenses of administering the Option Grant Program shall be
      borne by the Company.

8.05  Titles and Headings. The headings and sub-headings in the Option Grant
      Program have been inserted for convenience of reference only and are to be
      ignored in any construction of the provisions hereof.

8.06  Gender and Number. Except where otherwise indicated by the context, any
      masculine term used herein also shall include the feminine; the plural
      shall include the singular and the singular shall include the plural.

8.07  Fractional Shares. No fractional shares of Stock shall be issued and the
      Committee shall determine, in its discretion, whether cash shall be given
      in lieu of fractional shares or whether such fractional shares shall be
      eliminated by rounding up.

8.08  Effective Date. The Option Grant Program became effective as of August 1,
      1998, and was amended and restated as of March 30, 1999, July 1, 2000,
      April 1, 2002, and July 1, 2003.

                                      -8-

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      The foregoing is hereby acknowledged as being the PSS World Medical, Inc.
      Amended and Restated Officer Stock Option Grant Program as adopted by the
      Compensation Committee of the Board of Directors of the Company effective
      as of August 1, 1998, and amended as of March 30, 1999, July 1, 2000,
      April 1, 2002, and July 1, 2003.

                                        PSS WORLD MEDICAL, INC.


                                        By:         /s/  David A. Smith
                                           -------------------------------------
                                                      David A. Smith
                                                     President and CEO

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