8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

August 5, 2005

Date of report

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	0-20572	41-0886515
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Edward L. Donnelly is named in the summary compensation table of Patterson Companies, Inc. (the “Company”) in its Definitive Proxy Statement, which was filed on August 5, 2005.

On September 12, 2003, the Company completed its acquisition of AbilityOne Products Corp. (“AbilityOne”). In connection with the acquisition, the Company issued a 0.5% three-year convertible debenture in the principal amount of $1,500,000 as part of the consideration paid to Mr. Donnelly for his stock in AbilityOne. This debenture is convertible into shares of the Company’s common stock at a price of $25.49 per share, subject to adjustment as provided in the debenture. A copy of the convertible debenture appears as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Additionally, in August 2003, AbilityOne entered into an amended and restated employment agreement with Mr. Donnelly, then its Executive Vice President and Chief Operating Officer. The agreement provides that for a period of three years (the “employment period”), Mr. Donnelly will serve as the Executive Vice President and Chief Operating Officer of AbilityOne and its subsidiary, Patterson Medical Products, Inc (formerly AbilityOne Corporation). The agreement further provides that Mr. Donnelly shall receive a minimum annual base salary of $243,500, an incentive cash bonus target equal to 40% of his base salary and certain other benefits. The agreement also provides that if his employment terminates after the initial employment period, or if his employment is terminated under certain conditions during the initial employment period, he will be entitled to a severance pay package, conditioned upon his agreement not to compete with us for one year, equal to his base salary and bonus, plus his continuation in our healthcare and group life insurance plan for one year at company expense. No severance pay is owed if he voluntarily terminates his employment prior to the end of the initial employment period, or is terminated for “cause.” Mr. Donnelly was named President of Patterson Medical Products, Inc. in October 2004. A copy of the amended and restated employment agreement appears as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

99.1	Convertible debenture issued by the Company to Edward L. Donnelly, dated September 12, 2003.
99.2	Amended and restated employment agreement by and between the Company and Edward L. Donnelly, dated August 15, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATTERSON COMPANIES, INC.
Date: August 9, 2005	By:	/s/ R. Stephen Armstrong
		R. Stephen Armstrong
		Executive Vice President, Treasurer and
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Convertible debenture issued by the Company to Edward L. Donnelly, dated September 12, 2003.
99.2	Amended and restated employment agreement by and between the Company and Edward L. Donnelly, dated August 15, 2003.

EX-99.1

Exhibit 99.1

CONVERTIBLE DEBENTURE

THIS CONVERTIBLE DEBENTURE, AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION, (ii) PURSUANT TO RULE 144, REGULATIONS OR SIMILAR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (iii) IF AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE AND PATTERSON DENTAL COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO PATTERSON DENTAL COMPANY. IN ADDITION, THE SALE, ASSIGNMENT OR TRANSFER OF THIS CONVERTIBLE DEBENTURE IS SUBJECT TO THE RESTRICTIONS SET FORTH HEREIN AND IN A CONVERTIBLE DEBENTURE AGREEMENT DATED AUGUST 15, 2003. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF PATTERSON DENTAL COMPANY.

PATTERSON DENTAL COMPANY

0.5% CONVERTIBLE DEBENTURE DUE SEPTEMBER 12, 2006

(NON-NEGOTIABLE)

$1,500,000	September 12, 2003
Debenture No.: D-2	Minneapolis, Minnesota

FOR VALUE RECEIVED, Patterson Dental Company, organized and existing under the laws of the state of Minnesota, whose mailing address is 1031 Mendota Heights Road, St. Paul, Minnesota 55120-1419, and its successors and assigns (the “Company”), for value received, hereby unconditionally promises to pay to Edward L. Donnelly, or his successors and permitted assigns (the “Holder”), at 1104 Midwest Club Parkway, Oak Brook, Illinois 60523, or at such place as may be designated from time to time by the Holder, the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000), together with accrued interest thereon, at the rate of one-half percent (0.5%) per annum, at or before 5:00 p.m. Minnesota time on September 12, 2006 (“Maturity Date”). This Convertible Debenture (the “Debenture”) is one of a series of debentures (“Debentures”) issued in connection with the Agreement and Plan of Merger dated August 15, 2003 among Patterson Dental Company, RETEP, INC., AbilityOne Products Corp. and AbilityOne II L.L.C., as representative of the Company Stockholders. Concurrent with the execution of the Merger Agreement, the Company, Holder and certain other holders of the securities of AbilityOne Products Corp. have entered into a Convertible Debenture Agreement of even date, setting forth certain agreements and matters relating to the issuance of the Debentures. The provisions of the Convertible Debenture Agreement, including capitalized terms used herein and defined in the Convertible Debenture Agreement, are incorporated herein by reference with the same force and effect as if fully set forth herein. The Debentures are subject to the terms of the Debenture Agreement.

1. Payment of Principal and Interest.

(a) Payments of Principal and Interest. All unpaid principal of, and accrued interest on, this Debenture shall be due and payable on the Maturity Date, unless such principal and accrued interest hereunder shall have been paid or shall have been converted in accordance with the terms hereof. All payments under this Subsection shall be made by check mailed by the Company to the address of the Holder set forth above, or by wire transfer to an account designated by the Holder. Interest on the unpaid principal balance of this Debenture shall accrue from the date of original issuance and shall be calculated on the basis of a 360-day year comprised of twelve 30-day months and shall be paid on the last day of each of the Company’s fiscal quarters commencing October 25, 2003 to the holder of record of the Debenture on such date and continuing thereafter until the Maturity Date, and all accrued but unpaid interest shall be paid on such Maturity Date.

(b) Optional Redemption. If and to the extent that this Debenture is not converted pursuant to Section 2 hereof prior to the Prepayment Date (as defined below), then Company may, at any time after the Optional Redemption Date (as defined below), at its option upon at least thirty (30) days written notice to the Holder, prepay this Debenture in whole or in part, without premium in cash. In the event Company shall give notice of any such prepayment, such notice shall specify such principal amount to be prepaid and the date of the prepayment (the “Prepayment Date”), and thereupon such principal amount, together with accrued and unpaid interest thereon to the Prepayment Date, shall become due and payable on the Prepayment Date, unless this Debenture has been converted prior to such Prepayment Date. Upon prepayment, the Holder shall surrender this Debenture at the principal office of the Company. All payments under this Subsection shall be made by check mailed or delivered by the Company to the address of the Holder set forth above, or by wire transfer to Holder as specified in writing by Holder at lease two (2) business days prior to the Prepayment Date. For purposes of this Debenture, “Optional Redemption Date” shall mean the date on which Holder’s employment with the Company and any of its subsidiaries is terminated (A) by the Company with Cause (as defined in Holder’s Employment Agreement with the Company dated August 15, 2003 (the “Employment Agreement”)) or (B) by reason of the voluntary resignation of the Holder without Good Reason (as defined in the Employment Agreement).

(c) Repurchase Right. If, at any time there shall occur a Designated Event (as defined below), then the Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of this Debenture, or any portion thereof (in principal amounts of $10,000 or integral multiples thereof), on the Repurchase Date. Such repayment shall be made in cash at a price equal to 100% of the principal amount of the Debenture such holder elects to require the Company to repurchase together with accrued interest thereon to, and including, the Repurchase Date (the “Repurchase Price”). All payments under this Subsection shall be made by check mailed or delivered by the Company to the address of the Holder set forth above, or by wire transfer to Holder as specified in writing by Holder at least two (2) business days prior to the Repurchase Date. To exercise a repurchase right, a Holder shall deliver to the Company on or before the thirtieth (30th) day after the date the notice of the Designated Event is first mailed to the

Holder pursuant to Section 2(g) hereof in the case of clause (i) of the definition of Designated Event or on or before the thirtieth (30th) day after the termination of employment or expiration of the Employment Period in the case of clause (ii) of such definition, (i) irrevocable written notice to the Company of the holder’s exercise of such right (the “Repurchase Notice”), which notice shall set forth the name of the holder, the principal amount of the Debenture to be repurchased, the date of the repurchase, which date shall be not less than seven (7) nor more than thirty (30) days after the date of the Repurchase Notice (the “Repurchase Date”) and a statement that an election to exercise the repurchase right is being made thereby, and (ii) the Debenture with respect to which the repurchase right is being exercised, duly endorsed for transfer to the Company. In case a Debenture shall be surrendered for partial repurchase, the Company shall execute or deliver to Holder, together with the Repurchase Price, a new Debenture in aggregate principal amounts equal to the unpurchased portion of the surrendered Debenture.

For purposes of this Debenture, “Designated Event” shall mean: (i) the occurrence of a Change of Control (as defined herein) or, (ii) the termination of the Holder’s employment with the Company and any of its subsidiaries (A) by the Company or any of its subsidiaries without Cause, (B) by Holder with Good Reason (C) by reason of death or Disability (as defined in the Employment Agreement or (D) expiration of the Employment Period (as defined in the Employment Agreement). The term “Change in Control” means an event or series of events as a result of which (i) any person or group is or becomes the beneficial owner, directly or indirectly, of shares representing more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in elections of directors of the Company (the “Voting Stock”), (ii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company or (iii) the Company consolidates with or merges into any other corporation, or conveys, transfers or leases all or substantially all of its assets to any person, or any other corporation merges into the Company, and, in the case of any such transaction in clause (iii), the outstanding common stock of the Company is changed or exchanged as a result, unless the stockholders of the Company immediately before such transaction own, directly or indirectly immediately following such transaction, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the Voting Stock immediately before such transaction

2. Conversion Right.

(a) The Holder may, at any time on and after the Conversion Date and prior to payment in full of this Debenture, convert any or all of the outstanding principal balance of this Debenture into duly authorized, fully paid and non-assessable shares of Common Stock of the Company at a conversion price per share of Common Stock equal to $50.98 (the “Conversion Price”), subject to adjustment pursuant to the provisions of Subsection (c) of this Section 2. For purposes of this Debenture, a Conversion Date shall mean the earlier to occur of (i) July 14, 2006, (ii) a Designated Event or (iii) an Event of Default (as defined below); provided, however, that in the case of any Designated Event constituting a Change of Control the Conversion Date shall be deemed to occur on the business day immediately preceding such Change of Control.

(b) In order to convert this Debenture into shares of Common Stock of the Company, Holder hereof shall surrender at the office of the Company hereinabove mentioned this original Debenture, duly endorsed to the Company or in blank, and give written notice to the Company at such office that such holder elects to convert the principal balance of this Debenture. Holder may convert a portion of this Debenture if the portion is $10,000 or an integral multiple of $10,000. The principal of this Debenture shall be deemed to have been converted immediately prior to the close of business on the day of the surrender of such Debenture for conversion as herein provided. To determine the number of shares issuable upon conversion, the principal amount to be converted shall be divided by the Conversion Price in effect on the date of conversion. As promptly as practicable on or after the date of conversion, the Company shall issue and deliver or cause to be issued and delivered a certificate or certificates for the number of shares of Common Stock of the Company issuable upon such conversion. Together with such certificates, the Company will deliver to Holder a check for any fractional shares otherwise issuable upon conversion, the amount of which shall be determined in accordance with Section 2 hereof, and for any accrued interest that is unpaid with respect to that portion of the Debenture so converted. In addition, in case any Debenture is surrendered, for partial conversion, the Company shall execute and deliver to Holder, a new Debenture in aggregate principal amount equal to the unconverted portion of the surrendered Debenture.. The Company from time to time may voluntarily reduce the Conversion Price for a period of time, provided that the Conversion Price is not less than the par value of a share of Common Stock.

(c) The Conversion Price shall be subject to adjustment from time to time as hereinafter provided. Upon each adjustment of the Conversion Price the holder of this Debenture shall thereafter be entitled to receive the number of shares of Common Stock of the Company obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares issuable pursuant to conversion immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment.

(d)     (i) In case the Company shall at any time issue a stock dividend or subdivide its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of the Company shall be combined into a smaller number of shares, the Conversion Price in effect immediately prior to such combination shall be proportionately increased.

(ii) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Market Price (as defined below) on the Record Date (as defined below) fixed for the determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect at the opening of business on the date after such Record Date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the Record Date plus the number of shares which the aggregate offering price

of the total number of shares so offered would purchase at such Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the close of business on such Record Date plus the total number of additional shares of Common Stock so offered for subscription or purchase. Such adjustment shall become effective immediately after the opening of business on the day following the Record Date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered pursuant to the exercise of such rights or warrants, upon the expiration or termination of such rights or warrants the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company whose determination shall be conclusive.

(iii) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 2(d)(i) applies) or evidences of its indebtedness, cash or other assets (including securities, but excluding any rights or warrants referred to in Section 2(d)(ii) and dividends and distributions paid exclusively in cash and excluding any capital stock, evidences of indebtedness, cash or assets distributed upon a merger or consolidation to which Section 2(e) applies) (the foregoing hereinafter in this Section 2(d)(iii) are referred to as the “Securities”), then, in each such case, the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Record Date with respect to such distribution by a fraction of which the numerator shall be the Market Price on such date less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) on such date of the portion of the Securities so distributed applicable to one share of Common Stock and the denominator shall be such Market Price, such reduction to become effective immediately prior to the opening of business on the day following the applicable Record Date; provided, however, that in the event the then fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Market Price on such Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a Debenture (or any portion thereof) the amount of Securities such holder would have received had such holder converted such Debenture (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(iv) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding any cash that is distributed upon a merger or consolidation to which Section 2(e) applies) in an aggregate amount that, combined together with the aggregate amount of any other such distributions to all holders of its Common Stock made exclusively in cash within the twelve (12) months preceding the date of payment of such distribution, and in respect of which no adjustment pursuant to this Section 2(d)(iv) has been made, exceeds 10% of the product of the Market Price on the Record Date with respect to such distribution multiplied by the number of shares of Common Stock outstanding on such date, then, and in each such case, immediately after the close of business on such date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such Record Date by a fraction (a) the numerator of which shall be equal to the Market Price on the Record Date less an amount equal to the quotient of (1) the excess of such combined amount over such 10% and (2) the number of shares of Common Stock outstanding on the Record Date and (b) the denominator of which shall be equal to the Market Price on such date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a Debenture (or any portion thereof) the amount of cash such holder would have received had such holder converted such Debenture (or portion thereof) immediately prior to such Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(e) If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Common Stock shall be entitled to receive cash, stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of the Common Stock of the Company immediately theretofore receivable upon the conversion of this Debenture, such cash, shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore receivable upon the conversion of this Debenture had such reorganization, reclassification, consolidation, merger or sale not taken place, plus all unpaid interest accrued thereon to the date of such reorganization, reclassification, consolidation, merger or sale, and in any such case appropriate provision shall be made with respect to the rights and interests of this Debenture to the end that the provisions hereof (including without limitation provisions for adjustments of the Conversion Price and of the number of shares receivable upon the conversion of this Debenture) shall thereafter be applicable, as nearly as may be in relation to any cash, shares of stock, securities or assets thereafter receivable upon the conversion of this Debenture. The Company shall not effect any

such reorganization, reclassification, consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such reorganization, reclassification, consolidation or merger or the company purchasing such assets shall assume by written instrument the Company’s obligations hereunder, including, without limitation, the obligation to deliver such cash, shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive.

(f) Upon any adjustment of the Conversion Price, the Company shall give written notice thereof, by first-class mail, postage prepaid, addressed to the Holder, at the address of the Holder as shown on the books of the Company, which notice shall state the Conversion Price resulting from such adjustment and the increase or decrease, if any, in the number of shares receivable at such price upon the conversion of this Debenture, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. No adjustment to the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such Conversion Price; provided, however, that any adjustments which by reason of this Section 2 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 2 to the contrary notwithstanding, the Company shall be entitled to make such decreases in the Conversion Price in addition to those required by this Section 2 as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

(g) In case at any time: (i) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another Corporation; (ii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice, by first-class mail, postage prepaid, addressed to the Holders at the addresses as shown on the books of the Company, of the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and, if applicable, not less than twenty (20) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Without limiting the foregoing, the Company shall also provide Holder with prompt written notice of any Designated Event.

(h) For the benefit of the Holders, if any event occurs as to which in the opinion of the Board of Directors of the Company the other provisions of this Section 2 are not strictly applicable or if strictly applicable would not fairly protect the rights of the Holders in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid.

(i) As used in this Section 2:

“Common Stock” shall mean and include the Company’s presently authorized Common Stock and any additional common stock that may be authorized by due action of the Company’s Board of Directors and shareholders entitled to vote thereon.

“Market Price” shall mean if the Common Stock is traded on a securities exchange or on the NASDAQ Stock Market, the average of the closing sale prices of the Common Stock on such exchange or the NASDAQ Stock Market over a period of twenty (20) consecutive trading days ending on the date immediately prior to the date as of which such price is being determined, or, if the Common Stock is otherwise traded in the over-the-counter market, the closing bid price, in each case averaged over a period of twenty (20) consecutive trading days ending on the date immediately prior to the date as of which such price is being determined. If at any time the Common Stock is not traded on an exchange or the NASDAQ Stock Market, or otherwise traded in the over-the-counter market, the “Market Price” shall be deemed to be the fair value thereof determined in good faith by the Board of Directors of the Company as of a date which is within fifteen (15) days of the date as of which the determination is to be made.

“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(j) No fractional shares of Common Stock shall be issued upon conversion, but, instead of any fraction of a share which would otherwise be issuable, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Market Price per share of Common Stock as of the close of business on the day of conversion.

(k) The Company covenants that it will at all times reserve and keep available, solely for the purpose of issue upon conversion of this Debenture, such number of shares of Common Stock as shall be issuable upon the conversion of the entire outstanding principal amount of such Debenture; provided, that nothing contained herein shall be

construed to preclude the Company from satisfying its obligations in respect of the conversion of this Debenture by delivery of purchased shares of Common Stock of the Company.

(l) The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of this Debenture require registration with or approval of any governmental authority under any federal or state law, before such shares may be issued upon conversion, the Company will cause such shares to be duly registered or approved, as the case may be.

(m) The Company covenants that all shares of Common Stock issued upon conversion of the shares of this Debenture will upon issue be duly authorized, fully paid and nonassessable and not subject to any preemptive rights, liens or charges with respect to the issue thereof.

(n) The Company covenants that if at any time the Common Stock shall be traded on the NASDAQ Stock Market or listed on any national securities exchange, the Company will cause any shares of Common Stock issuable upon conversion of the Debenture to be so traded or listed.

(o) If a Holder converts all or any portion of the principal amount of the Debenture, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the shares are issued or transferred to a person other than the Holder. As a condition to the issuance of any Common Stock upon conversion, or upon payment of principal or interest hereunder, the Holder shall pay or reimburse the Company for the amount of any taxes or other amounts required to be withheld under applicable state and federal laws.

3. Compliance with Securities Laws and Other Transfer Restrictions.

(a) Registration. The Company shall, at its expense, at all times (i) maintain such registrations and qualifications in effect under the Securities Act and under such other securities or blue sky laws of such jurisdictions within the United States and Puerto Rico or (ii) take such other actions as each holder of Conversion Shares shall reasonably request (provided, however, that Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it is not then qualified or to file any general consent to service or process) such that the shares of Common Stock issuable upon conversion of the Debenture will be freely transferable under the Securities Act and all other applicable law, it being understood and agreed that Conversion Shares which may be sold pursuant to Rule 144 under the Securities Act shall be deemed to be freely transferable for purposes of this Section 3(a).

(b) Indemnification. (i) The Company shall indemnify and hold harmless each holder of Conversion Shares (and any holder of this Debenture, in respect of the Conversion Shares issuable upon exercise hereof), each such holder’s directors and officers, and each other Person (including each underwriter) who participated in the offering of any

Conversion Shares and each other Person, if any, who controls such holder or such participating Person within the meaning of the Securities Act, against any losses, claims, damages or liabilities (including, without limitation, attorneys’ fees), joint or several, to which such holder or any such director or officer or participating Person or controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statute or common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively “Violations”): (A) any alleged untrue statement of any material fact contained, on the effective or issue date thereof, in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (B) any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall promptly reimburse such holder or such director, officer or participating Person or controlling Person for any legal or any other expenses reasonably incurred by such holder or such director, officer or participating Person or controlling Person in connection with investigating or defending any such loss, claim, damage, liability or action.

(ii) Each holder of Conversion Shares who participates in an offering of Conversion Shares shall severally indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed any registration statement filed in connection with such offering, each Person, if any, who controls the Company within the meaning of the Securities Act, any other holder of Conversion Shares who participated in the offering of any Conversion Shares, any controlling Person of any such other holder and each officer, director, partner, and employee of such other holder of Conversion Shares and such controlling Person, against any losses, claims, damages or liabilities (including, without limitation, attorneys’ fees), joint or several, to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state statute or common laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) are determined by a court of competent jurisdiction by a final non-appealable order to have solely arisen out of or be based upon a Violation that occurred in reliance upon and in conformity with written information furnished by such holder of Conversion Shares expressly for use in connection with such registration, provided, however, that (x) the indemnification required by this Section 3(b) (ii) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant holder of Conversion Shares, which consent shall not be unreasonably withheld, and (y) in no event shall the amount of any indemnity under this Section 3(b)(ii) exceed the net proceeds from the applicable offering received by such holder of Conversion Shares.

(c) Transfer of Debenture. NEITHER THIS DEBENTURE NOR ANY INTEREST HEREIN MAY BE SOLD, ASSIGNED OR TRANSFERRED EXCEPT TO THE COMPANY OR ANY PERMITTED TRANSFEREE, AND ANY PURPORTED NEGOTIATION, ASSIGNMENT OR TRANSFER OF THIS DEBENTURE, OR ANY INTEREST HEREIN, SHALL BE NULL, VOID AND OF NO FORCE OR EFFECT. For purposes of the Debenture, Permitted Transferee means the spouse or lineal descendants (including adopted children) of the Holder, any trust for the benefit of the

Holder or the benefit of the spouse or lineal descendants (including adopted children) of such holder, any corporation or partnership in which such holder, the spouse and the lineal descendants (including adopted children) of such holder are the direct and beneficial owners of substantially all of the equity interests (provided such Holder, spouse and lineal descendants (including adopted children) agree in writing to remain the direct and beneficial owners of all such equity interests), and the personal representative of such holder upon such holder’s death for purposes of administration of such holder’s estate or upon such holder’s incompetency for purposes of the protection and management of the assets of such holder; provided that any such transferee shall have agreed in writing, in a form reasonably acceptable to the Company, to be bound by terms and conditions of the Debenture and the Convertible Debenture Agreement as a Holder. Notwithstanding anything to the contrary, the transfer restrictions set forth in this Section 3(c) shall not be applicable with respect to any Conversion Shares.

4. Rights as Shareholder. Each conversion of the Debenture (or portion thereof) shall be deemed to have been effected at the time specified in Section 2(b) hereof upon Holder’s compliance with the requirements set forth in such Subsection and the person in whose name any certificate or certificates for shares of Common Stock shall be issued upon such conversion shall be deemed to have been at such time the holder of record of the shares represented thereby.

5. Amendment.

This Debenture may be amended solely with the consent of the Holder, and any existing default may be waived solely with the consent of the Holder; provided, that, without the consent of Holder, the Debenture may be amended to provide for assumption of the Company’s obligations in the manner contemplated by Section 2(e) hereof.

6. Event of Default.

For purposes of this Debenture, an Event of Default shall mean:

(a) default by the Company for 10 days or more in payment of interest on the Debenture;

(b) default by the Company in payment of principal or premium, if any, on the Debenture, including the Repurchase Price and any optional redemption payment;

(c) failure by the Company for 30 days to comply with any of its other agreements in the Debenture or the Convertible Debenture Agreement;

(d) the Company shall file a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of the Company or of any substantial part of its properties, fail generally to pay its debts as such debts become due, or take any corporate action in furtherance of any such action;

(e) a case or proceeding shall have been commenced against the Company in a court having competent jurisdiction seeking a decree or order (i) under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of the Company or of any substantial part of its properties, or (iii) ordering the winding up or liquidation of the affairs of the Company and such case or proceeding shall remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding.

If an Event of Default of the type described in Section 6(a), (b) or (c) has occurred and is continuing, the Holder may declare in written notice delivered to the Company the entire outstanding principal amount of the Debenture, plus accrued and unpaid interest thereon, to be due and payable immediately. If an Event of Default of the type described in Section 6 (d) or (e) has occurred and is continuing, the entire outstanding principal amount of the Debenture, plus accrued and unpaid interest thereon, shall immediately become due and payable, without any demand or other action on the part of Holder. If and for as long as an Event of Default is continuing, the per annum interest rate on the Debenture will increase by two (2) percentage points.

7. Miscellaneous.

(a) The terms and provisions hereof shall inure to the benefit of, and be binding upon, the respective successors and assigns of the Company and Holder. This Debenture shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota without giving effect to such state’s choice of law principles.

(b) No recourse for the payment of the principal of or any interest on this Debenture, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in any Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any shareholder, officer or director as such, past, present or future, of the Company or of any successor corporation either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

IN WITNESS WHEREOF, the Company has caused this Debenture, to be executed by its authorized representative, who certifies that he has all necessary authority on behalf of the Company to execute this Debenture and bind the Company to the terms hereof.

PATTERSON DENTAL COMPANY
By
	R. Stephen Armstrong
	Executive Vice President, Treasurer and
	Chief Financial Officer
and
By
	Matthew L. Levitt
	Secretary

EX-99.2

Exhibit 99.2

EMPLOYMENT AGREEMENT

(Amended and Restated as of August 15, 2003)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 15, 2000, and amended and restated as of February 25, 2003, and further amended and restated as of August 15, 2003, between AbilityOne Corporation, a Michigan corporation (the “Company”), and Edward L. Donnelly (“Executive”).

WHEREAS, Patterson Dental Company (“Patterson”), Retep, Inc., AbilityOne Products Corp. and AbilityOne II, L.L.C. have entered into an agreement and plan of merger (the “Merger Agreement”), whereby a wholly-owned subsidiary of Patterson will merge with and into AbilityOne Products Corp., which will continue as the surviving corporation (the “Merger”) and as a wholly-owned subsidiary of Patterson; and

WHEREAS, to secure the continued employment of Executive, the Company and Executive have agreed to amend and restate Executive’s Employment Agreement effective at the effective time of the Merger, as defined in Section 2.02 of the Merger Agreement (the “Effective Time”); and

WHEREAS, the execution and delivery of this Agreement by the Company and Executive are conditions to the Merger Agreement and an inducement to the Company and Patterson to enter into the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning at the Effective Time and ending as provided in Section 4 hereof (the “Employment Period”).

2. Position and Duties.

(a) During the Employment Period, Executive shall serve as the chief operating officer of the Company and shall have the duties, responsibilities and authority of the chief operating officer as are assigned immediately prior to the date hereof, subject to the power of the Company’s board of directors (the “Board”) to expand or limit such duties, responsibilities and authority and to override actions of officers of the Company, provided that nothing in this Section 2(a) shall limit Executive’s rights under Section 6(a)(i).

(b) During the Employment Period, Executive shall report to the Company’s chief executive officer and shall devote his reasonable best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and, upon request of the Company’s Board, or the chief executive of Patterson, to Patterson or to the Company’s

Subsidiaries. Executive may engage in charitable, civic and community activities and, with the prior approval of the Board of the Company and of the Board of Patterson, may serve as a director of any other business corporation, provided that such activities or service do not interfere with Executive’s duties hereunder or violate the terms of Section 9 hereof. Executive shall perform his duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.

(c) For purposes of this Agreement, “Parent” shall mean and include AbilityOne Products Corp. and Patterson or any successor to Patterson or successor-in-interest to the business of Patterson; and “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

3. Compensation and Benefits.

(a) During the Employment Period, Executive’s base salary shall be $243,500 per annum or such higher rate as the Board may determine from time to time (as increased from time to time, the “Base Salary”) (provided that the Board shall review Executive’s Base Salary at least one time per year commencing January 1, 2004), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices. The Base Salary shall not be decreased during the Employment Period. In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs and other perquisites in accordance with the Company’s policies from time to time for which senior executive employees of the Company and its Subsidiaries are generally eligible and, in addition thereto, without duplication, during the Employment Period, Executive shall be entitled, at the Company’s expense, to:

(i) $1,300 per month to compensate for all expenses (including, without limitation, lease or purchase payments, insurance and maintenance) related to the lease or ownership of an automobile;

(ii) financial and tax planning and tax return preparation services in an aggregate cost not to exceed $3,000 per year; and

(iii) airline upgrade certificates for travel related to Company business and membership in one airline club.

(b) During the Employment Period, the Company shall reimburse Executive for all reasonable expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

(c) In addition to the Base Salary, the Board may, in its sole discretion, award a bonus to Executive following the end of each fiscal year during the Employment Period based upon Executive’s performance and the Company’s operating results during such year in accordance with the bonus programs in place and approved by the Board. Pursuant to such bonus programs, Executive shall be eligible for an annual cash bonus at target equal to 40% of his Base Salary.

(d) From and after the date of the Effective Time of the Merger, and subject to Section 3(c) hereof:

(i) Executive shall continue to participate in the Company’s 2003 Management Incentive Compensation Plan pro-rated from the Effective Time of the Merger through April 24, 2004.

(ii) Executive shall be entitled to participate in the Patterson Management Incentive Compensation Plan (“MICP”) in accordance with its terms, commencing April 25, 2004.

(iii) Executive shall be entitled to receive an option for the purchase of the number of shares of Patterson Common Stock set forth below, pursuant to the Patterson Stock Option Plan, upon approval by Patterson’s Compensation Committee. The number of option shares to be granted shall be equal to: (w) the sum of Executive’s Base Salary plus his target annual bonus amount, (x) which sum is divided by 2, (y) which quotient is divided by the fair market value of Patterson Common Stock on the date of grant, (z) which quotient is multiplied by 7. Such option will vest at the rate of one-seventh (1/7) commencing on the third anniversary of the date of grant of the option and on such date in each successive year through 2012.

(iv) Executive shall be entitled to participate in the Patterson Capital Accumulation Plan at its next offering date, as determined by Patterson’s Compensation Committee.

(e) All amounts payable to Executive as compensation hereunder shall be subject to all required withholding by the Company.

4. Term.

(a) This Agreement (and the Employment Period) shall terminate on the third anniversary of the Effective Time; provided that (i) this Agreement shall terminate prior to such date immediately upon Executive’s resignation (subject to the provisions of Section 5 hereof, if applicable), death or inability to perform the essential duties, responsibilities and functions of Executive’s position with the Company and its Subsidiaries as a result of any mental or physical disability or incapacity even with reasonable accommodations of such disability or incapacity provided by the Company and its Subsidiaries or if providing such accommodations would be unreasonable (all as determined by the Board in its good faith judgment, provided that if the Board, in its discretion, elects to consult with a physician

regarding the matters set forth in this Section 4(a)(i), then such physician shall be selected by the Board with the consent of Executive, which consent shall not be unreasonably withheld) and (ii) this Agreement may be terminated by the Company at any time prior to such date for Cause (as defined in Section 4(e) and subject to the provisions of Section 4(f)) or without Cause. Except as otherwise provided herein, any termination of Executive’s employment by the Company shall be effective as specified in a written notice from the Company to Executive.

(b) If and only if (i) Executive’s employment is terminated by the Company or its successors in interest without Cause at any time, (ii) Executive terminates the Employment Period for Good Reason (subject to the provisions of Section 6 hereof), or (iii) Executive’s employment terminates at any time after the Employment Period for any reason other than termination by the Company for Cause, then Executive shall be entitled to be paid Severance Pay (as defined below) if and only if Executive (x) has executed and delivered to the Company the General Release substantially in form and substance as set forth in Exhibit A attached hereto and (y) resigns, upon written request by the Company, from all positions with or representing the Company or any Affiliate, including, without limitation, membership on boards of directors and only so long as Executive has not breached the provisions of Sections 7, 8 and 9 hereof, and Executive shall not be entitled to any other salary, compensation or benefits (except as otherwise provided by the employee benefit plans, programs and policies of the Company, without duplicating any benefits provided for herein and excluding plans, programs and policies providing severance payments) after termination of Executive’s employment. Without regard for clause (x), Executive shall also be entitled to all accrued and unpaid Base Salary, accrued vacation, any unpaid annual bonus under any management incentive compensation plans of the Company or any Affiliate in which Executive participates earned for a prior fiscal year or other completed performance period, unreimbursed expenses, and benefits accrued and payable under the terms of employee benefit plans, programs and policies of the Company and Patterson through the date of termination of Executive’s employment (“Accrued Obligations”); provided, however, that Accrued Obligations shall not be construed to require a partial payment or pro-rated payment or award under any incentive bonus or other performance plan, program or policy if Executive’s employment terminates prior to the completion of the applicable performance period thereunder.

(c) If the Employment Period is terminated by the Company for Cause, by the Executive without Good Reason, or pursuant to Section 4(a)(i) hereof (except resignation by Executive for “Good Reason” pursuant to Section 6 hereof), Executive shall only be entitled to receive his Accrued Obligations through the date of termination or expiration and shall not be entitled to any other salary, compensation or benefits from the Company or its Subsidiaries thereafter.

(d) Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder which accrue or become payable after the termination of Executive’s employment shall cease upon such termination, other than those that shall have accrued prior to such termination or expiration and shall have become payable thereafter pursuant to any employee benefit plan, program or policy of the Company or those expressly required under applicable law (such as COBRA). The Company may offset any amounts Executive owes it, AOP or their Subsidiaries against any amounts owed to Executive hereunder.

(e) For purposes of this Agreement, “Cause” shall mean (i) the conviction (or plea of “no contest”) of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or any of its Subsidiaries substantial public disgrace or disrepute or economic harm, (iii) substantial and repeated failure to perform duties as reasonably directed by the Board or the chief executive officer of the Company, (iv) gross negligence or willful misconduct with respect to the Company, Parent or any of their Subsidiaries, (v) the material violation of any written policy of the Company or its Subsidiaries that (A) sets standards of ethical behavior for employees and (B) provides for the termination of an employee as a result of a violation thereof (provided that the Company shall follow the procedures for termination set forth in such policy) or (vi) any other material breach of this Agreement that is not cured within fourteen days after notice to the Executive thereof. For the purposes hereof, an act or omission shall not be “willful” if conducted in good faith and with a reasonable belief such conduct was in the best interests of the Company.

(f) Termination of Executive’s employment for Cause shall be in accordance with the provisions of this Section 4(f). A meeting of the Board shall be called in accordance with the Company’s Bylaws, and a stated purpose of such meeting shall be to consider terminating Executive’s employment for Cause (the “Cause Meeting”). The Company shall provide notice to Executive of the Cause Meeting no fewer than ten days prior to the Cause Meeting. Executive shall be entitled to attend and be heard at the Cause Meeting. A resolution providing for the termination of the Employment Period for Cause shall be approved by a majority of the Board members (the “Cause Resolution”), provided that Executive shall not vote on the resolution and Executive shall not count in determining whether a majority of Board members approved the Cause Resolution. Executive’s employment shall be terminated for Cause upon the approval by the Board of the Cause Resolution.

5. Severance Pay Defined. “Severance Pay” shall refer to the following payments and benefits listed in Sections 5(a) through (f):

(a) A lump sum equal to 1 times the amount of Executive’s Base Salary from the Company and/or any Subsidiary or other entity controlling, controlled by or under common control with the Company (any such Subsidiary or other entity, an “Affiliate”) or, if greater, 1 times the highest total salary authorized for Executive from the Company and any Affiliates during the 12 months prior to the termination of the Employment Period, in any event payable within 30 days following the date of termination.

(b) A lump sum equal to 1 times Executive’s Bonus Compensation paid by the Company and/or any Affiliates. For the purpose of this Section 5(b), the term “Bonus Compensation” means an amount equal to the greater of: (i) 40% of Executive’s Base Salary

on the date of termination of employment (determined without regard for any reduction of Base Salary constituting “Good Reason”), or (ii) the aggregate amount of cash bonus earned by Executive for the completed fiscal year immediately preceding the date of such termination under any management incentive compensation plans of the Company or any Affiliate in which he participates.

(c) Continuation for 12 months after the termination of Executive’s employment, at the Company’s expense, of Executive’s employee and dependent health, dental and prescription drug coverage (without affecting Executive’s right to elect COBRA continuation coverage at the end of the 12-month period), subject to Executive’s continuing payment of the normal employee contributions in effect as of the day before the termination of Executive’s employment, or, if less, the employee contributions in effect on the date Executive’s employment terminates.

(d) Executive’s Company-provided group life and short-term disability and long-term disability insurance programs on the same basis upon which the Executive participated in such programs immediately prior to the termination of Executive’s employment, for 12 months after the termination of the Executive’s employment; provided, however, that if the Company’s group life and short-term disability insurance policies do not permit such continuation, Executive shall be paid cash equal to 1 times the Company’s annual cost of providing such benefit to Executive immediately prior to the date of the termination of Executive’s employment.

(e) Outplacement assistance at the Company’s expense (at a cost not to exceed $10,000) by a reputable outplacement assistance firm selected by Executive with Company’s concurrence (which shall not be withheld if Executive designates a reputable outplacement assistance firm).

(f) To the extent Executive’s stock option granted under the Patterson Stock Option Plan is not vested upon the date of termination of Executive’s employment, an additional one-seventh (1/7) thereof shall vest on such date.

Payment of the benefits described under Section 5(c) and 5(d) above will be provided until the earliest of the following dates: (i) the one-year anniversary of the termination of Executive’s employment, or (ii) the date on which Executive becomes eligible for substantially comparable employee and dependent health, dental and prescription drug coverage and group life and short term disability insurance coverage from any other employer.

If Executive dies before receiving all of the Severance Pay, the balance of any amounts due under Sections 5(a) and (b) above will be paid to Executive’s designated beneficiary (or Executive’s estate if Executive fails to designate a beneficiary) and coverage of Executive’s eligible dependents under the plans described in Section 5(c) above will continue for the remainder of the 12-month period.

Any change to Executive’s pay or benefits that constitute Good Reason for Executive to terminate employment shall be disregarded for purposes of determining Severance Pay if Executive has followed the procedures in Section 6 of this Agreement with respect to such change.

6. Termination by Executive for Good Reason. Executive may terminate this Agreement and his employment for “Good Reason” under the circumstances set forth in Section 6(a), provided that the conditions in Section 6(b) are met:

(a) Executive may terminate his employment during the Employment Period with Good Reason if, during the Employment Period, and without Executive’s express written consent:

(i) Executive is laid off or demoted, or Executive’s responsibilities or authority (including reporting responsibilities; provided reporting to a superior of the chief executive officer of the Company shall not constitute Good Reason) at the Company or its Subsidiaries are materially reduced; or

(ii) Executive’s Base Salary or Executive’s annual bonus opportunity as a percentage of Base Salary from the Company and any Affiliates is reduced; or

(iii) The formulas or achievement factors used to compute Executive’s Bonus Compensation (as defined in Section 5(b)) are materially changed in a manner (i) that uniquely affects Executive (as opposed, for example, to changes that affect management employees in general, which shall not be grounds for termination of the Employment Period for Good Reason), and (ii) that is to Executive’s detriment from the formulas and achievement factors used in the year prior to the termination of the Employment Period; or

(iv) Executive’s fringe benefits from the Company and any Affiliates are reduced in a manner that uniquely affects Executive (as opposed, for example, to changes that affect management employees in general, which shall not be grounds for termination of the Employment Period for Good Reason); provided that a change in a particular benefit program will not be considered such a reduction if made in good faith and if an equivalent substitute benefit is provided; or

(v) Executive’s work location is moved more than 30 miles from the work location on the date hereof or Executive’s required business travel is significantly increased; or

(vi) If any successor to the Company following a Change of Control (excluding the Merger) fails to promptly assume this Agreement as of the date of the Change of Control. There is a “Change of Control” if any person(s) or entity(ies), other than Patterson, alone or together with or through affiliates of Patterson, in the aggregate acquire(s) (i) capital stock of the Company possessing the voting power (other than voting rights accruing only in the event of a default or breach) to elect a majority of the Board, or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

(b) Executive may not terminate his employment during the Employment Period for “Good Reason” unless:

(i) Executive notifies the Board in writing, within 30 days after Executive knows of the act or omission constituting Good Reason under (a) above, that the act or omission in question constitutes Good Reason and explaining why Executive considers it to constitute Good Reason; and

(ii) the Company fails, within 30 days after the notification, to revoke the action or correct the omission and make Executive whole; and

(iii) Executive resigns by written notice within 30 days after expiration of the 30 day period under Section 6(b)(ii) above, specifying in such resignation that it is for Good Reason pursuant to this Section 6.

Executive’s failure to object to a material breach as provided above will not waive Executive’s right to resign with Good Reason after following the above procedure with regard to any future material breach.

Executive need not fulfill the above conditions a second time if the Company repeats the act or omission constituting Good Reason.

7. Confidential Information. Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of Parent, the Company, any Subsidiary or any Affiliate (“Confidential Information”) are the property of Parent, the Company, such Subsidiary or such Affiliate. Therefore, Executive agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the Confidential Information (a) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that Executive gives the Company notice of such requirement as soon as practicable, and in no event more than two days, after being informed of such requirement, in which case the Company may seek a protective order and Executive shall comply with the Company’s reasonable requests in pursuing such a protective order or (c) is required to be used or disclosed by Executive to perform properly Executive’s duties under this Agreement. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiaries which he may then possess or have under his control and, if Executive makes a good faith effort to comply with such delivery requirement, any failure to comply therewith shall not constitute a breach of this Section 7 for purposes of Section 4(b) hereof.

8. Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive while employed by the Company and its Subsidiaries (“Work Product”) belong to the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

In accordance with Section 2872 of the Illinois Employee Patent Act, Ill. Rev. Stat. Chap. 140, § 301 et seq. (1983), Executive is hereby advised that this Section 8 regarding the Company’s and its Subsidiaries’ ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of the Company or any Subsidiary was used and which was developed entirely on Executive’s own time, unless (i) the invention relates to the business of the Company or any Subsidiary or to the Company’s or any Subsidiaries’ actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company or any Subsidiary.

9. Non-Compete, Non-Solicitation.

(a) In further consideration of the compensation to be paid to Executive hereunder, including amounts payable to Executive as Severance Pay, Executive acknowledges that in the course of his employment with the Company and its Subsidiaries he shall become familiar, and during his employment with the Company he has become familiar, with the Company’s trade secrets and with other Confidential Information concerning the Company, its Subsidiaries and its Affiliates and that his services have been and shall be of special, unique and extraordinary value to the Company and its Subsidiaries, and therefore, Executive agrees that, during the Employment Period and for a period of one year following termination of his employment (the “Noncompete Period”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the Business of the Company, its Subsidiaries or its Affiliates, as defined below and as such businesses exist or are in process during the Employment Period on the date of the termination or expiration of the Employment Period, within any geographical area in which the Company or its Subsidiaries engage or have definitive plans to engage in such businesses. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation. For the purpose of this Agreement, “Business” or “Business of the Company” means, with respect to and including the Company and its Subsidiaries, the worldwide distribution of rehabilitation and patient-assist products, and other therapeutic products and devices which are manufactured, distributed and/or sold to rehabilitation, physical or occupational therapy related

professionals, institutions and dealers. The foregoing shall be deemed to include the hospital, long-term care facility and rehabilitation clinic markets for physical therapy, rehabilitation, sports medicine, chiropractic, podiatry and institutional crafts, presently served or presently proposed to be served by the Company and/or its Subsidiaries.

(b) For a period of two years following the termination of his employment, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries).

10. Enforcement. If, at the time of enforcement of Section 7, 8 or 9 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of Section 9, the Noncompete Period shall be tolled until such breach or violation has been duly cured. Executive acknowledges that the restrictions contained in Section 9 are reasonable and that he has reviewed the provisions of this Agreement with his legal counsel.

11. Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that he has consulted with independent legal counsel regarding his rights and obligations under this Agreement and that he fully understands the terms and conditions contained herein.

12. Indemnification of Executive. The Company agrees that the limitation of liability now existing in favor of Executive contained in Article 7 of the Company’s Articles of Incorporation and all rights to indemnification now existing in favor of Executive in Article 9 of the

Company’s Bylaws, in each case as in effect on the date hereof, shall not be amended in any manner that would adversely affect the rights of Executive, unless such amendment is required by law.

13. Expenses. The Company shall pay all reasonable professional and other expenses incurred by Executive in connection with the negotiation and preparation of this Agreement and all other agreements entered into between Executive and the Company in connection with the consummation of the transactions contemplated by the Merger Agreement.

14. Survival. Sections 4 through 23 shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of this Agreement.

15. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Executive:

Edward L. Donnelly

1104 Midwest Club Parkway

Oak Brook, Illinois 60523

With a copy to:

Vedder Price Kaufman & Kammholz

222 North LaSalle Street

Chicago, Illinois 60601

Telecopy: (312) 609-5005

Attn: Robert F. Simon

Notices to the Company:

AbilityOne Corporation

270 C Remington Boulevard

Bolingbrook, IL 60440-4989

Telecopy: (630) 226-1390

Attention: Chief Executive Officer

With copies simultaneously sent to:

Patterson Dental Company

1031 Mendota Heights Rd.

St. Paul, MN 55120-1419

Attention: Chief Executive Officer

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

17. Complete Agreement. This Agreement, such agreements as are entered into in connection with the consummation of the transactions contemplated by the Purchase Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in anyway.

18. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

19. Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

20. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company. The Company shall cause any successor to accept the assignment and to assume all terms and conditions of this Agreement.

21. Choice of Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

22. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

23. Arbitration.

(a) Except with respect to disputes and claims under Sections 7, 8 and 9 hereof (which may be pursued in any court of competent jurisdiction as specified below and with

respect to which each party shall bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, pursuant to the procedures set forth in the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge) and in connection with other related agreements, whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. The parties hereto agree that one arbitrator shall be appointed pursuant to the AAA Rules to conduct any such arbitration and that all meetings of the parties and all hearings with respect to any such arbitration shall take place in Cook County, Illinois. The Company shall pay all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.). The Company will also pay, in addition to its own costs and expenses, Executive’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) that are directly related to preparing for and conducting the arbitration (including reasonable expenses related to discovery that is directly related to and conducted during the pendency of the arbitration matter); provided that the Company shall not pay for Executive’s costs and expenses (including attorneys’ fees and expenses) in connection with (i) any background investigation prior to the Executive initiating any arbitration, (ii) any proceedings (including, without limitation, litigation in a court) that are not arbitrations as described in this paragraph (except as expressly provided for in paragraph (b) below and except to the extent the Company initiates such proceeding and the Executive prevails on any material issuer thereunder), or (iii) any other matter other than as expressly provided herein. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Section 21 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the United States District Court for the Northern District of Illinois or the Circuit Court sitting in Cook County, Illinois, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum. Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

(b) Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any Claim, such party first shall submit the Claim to a mediation proceeding between the parties hereto which shall be governed by the prevailing procedures of the American Arbitration Association and shall be conducted in Cook County, Illinois. If the parties hereto have not agreed in writing to a resolution of the Claim pursuant to the mediation within 45 days after the commencement thereof or if any

party refuses to participate in the mediation process, then the Claim may be submitted to arbitration under paragraph (a) above. The Company shall pay all costs and expenses of the mediation proceeding (such as the mediator’s fees). The Company will also pay, in addition to its own costs and expenses, Executive’s reasonable costs and expenses (including reasonable attorneys’ fees and expenses) that are directly related to preparing for and conducting the mediation; provided that the Company shall not pay for Executive’s costs and expenses (including attorneys’ fees and expenses) in connection with (i) any background investigation prior to the mediation, (ii) any proceedings (including, without limitation, litigation in a court) that are not mediations as described in this paragraph (except as expressly provided for in paragraph (a) above), or (iii) any other matter other than as expressly provided herein.

24. Conditional Amendment. This Employment Agreement, as amended and restated as of the date hereof, is effective on the Effective Time of the Merger. If the Effective Time has not occurred on or before October 31, 2003, this Agreement, as amended and restated shall be null and void, and this Agreement as amended and restated as of February 25, 2003, shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have amended and restated this Agreement as of August 15, 2003.

ABILITYONE CORPORATION
By:
Its:	President and Chief Executive Officer
EXECUTIVE

[SIGNATURE PAGE TO DONNELLY EMPLOYMENT AGREEMENT]

EXHIBIT A

GENERAL RELEASE

I, [                            ], in consideration of and subject to the performance by AbilityOne Corporation, a Michigan [Delaware?] corporation (together with its subsidiaries, the “Company”), of its material obligations under the Employment Agreement, dated as of [                            ] (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.

1. I understand that any payments or benefits paid or granted to me under Section 4(b) of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 4(b) of the Agreement, other than my Accrued Obligations, unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.

2. Except as provided in paragraph 4 below, I knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this General Release) and whether known or unknown, suspected or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation from, the Company (including, but not limited to, any allegation, claim or violation, arising under: the Executive Severance Agreement, dated as of November 10, 1999, between me and the AbilityOne Corporation; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, or defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to

herein as the “Claims”); provided, however, that nothing contained in this General Release shall apply to, or release the Company from, (i) any obligation of the Company contained in the Agreement or (ii) any vested or accrued benefits pursuant to any employee benefit plan, program or policy of the Company.

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 2 as of the execution of this General Release.

6. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

7. I agree that I will forfeit all amounts payable by the Company described in Section 5 of the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will return all payments received by me pursuant to the Agreement.

8. I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

9. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts

(e) I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON                     ,             , TO CONSIDER IT AND THE CHANGES MADE SINCE THE                                   VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(f) THE CHANGES TO THE AGREEMENT SINCE                     ,             , EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

(g) I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(h) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

(i) I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE:                     ,