SEC Form 8-K filed by Henry Schein Inc.

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Eligibility and Participation. Members of the Company’s Executive Management Committee or any successor committees, and other employees of the Company who are specifically designated by the Compensation Committee are eligible to participate in the Severance Plan, in each case, provided that such employee is not otherwise eligible for severance benefits under an individual agreement (unless such severance benefits are less than those provided for in the Severance Plan, in which case such employee would be eligible to receive the incremental increase in severance benefits under the Severance Plan). The Chief Executive Officer of the Company is not eligible to participate in the Severance Plan.

Benefits Under the Severance Plan. In the event that a participant in the Severance Plan is terminated by the Company without “Cause”, or, only for participants who are “executive officers” (under applicable federal securities laws), resigns for “Good Reason”, the participant shall be entitled to receive:

base salary through the termination date; and

settlement of the participant’s deferred compensation arrangements in accordance with the applicable plan or election form.

a pro-rated annual bonus based on actual performance for the year in which the termination occurs;

an amount equal to product of (A) the sum of the participant’s base salary and average annual bonus paid with respect to the immediately preceding three fiscal years ended prior to the date of termination, and (B) a multiple based on the participant’s position (the “Severance Multiple”). Under the Severance Plan, the Severance Multiple for each participant who is an executive officer 1.5, and the Severance Multiple for all other participants is 1.0;

pro-rata acceleration of vesting of outstanding equity awards based on service period prior to termination (subject to actual performance for performance-based awards);

COBRA continuation health coverage subsidized by the Company (with the participant paying the applicable active employee rate) for up to the applicable severance period (not to exceed 18 months); and

outplacement services.

Restrictive Covenants; Clawback. The Severance Plan contains restrictive covenants, including confidentiality and invention assignment and post-employment non-competition, non-solicitation and non-disparagement covenants. Such restrictive covenants may be modified to align with local law. A violation of the restrictive covenants may cause the immediate forfeiture and recoupment of all the amounts payable under the Severance Plan. Amounts payable under the Severance Plan are subject to the Company’s Incentive Compensation Recoupment Policy and the Company’s Dodd-Frank Clawback Policy.

Amendment and Termination. The Severance Plan can be amended or terminated at any time and for any reason (other than with respect to any participant who has terminated employment and becomes eligible for benefits under the Severance Plan prior to any adverse amendment or termination).

Benefits Under the CIC Plan. The CIC Plan contains non-duplication language to reduce benefits under the CIC Plan by the amount of any severance benefits provided for in an individual written agreement or under the Severance Plan that were paid prior to a participant in the CIC Plan becoming eligible for severance benefits under the CIC Plan.

Restrictive Covenants. The restrictive covenants contained in the CIC Plan may be modified to align with local law.

Financial Statements and Exhibits

/s/ Kelly Murphy