Item 5. OTHER INFORMATION

OTHER INFORMATION

On May 2, 2022, the Compensation Committee of the Board of Directors

(the “Compensation Committee”)

approved the adoption of the Henry Schein, Inc. Executive Change in Control

Plan (the “CIC Plan”). The CIC Plan

contains the following material terms and conditions (terms capitalized but

not defined in the below description

have the definitions set forth in the CIC Plan):

Eligibility and Participation.

Members of our Executive Management Committee (“EMC”) and

other

employees of the Company or its subsidiaries who are specifically designated

by the “Administrator” are

eligible to participate in the CIC Plan, in each case,

subject to such person’s execution of a “Participation

Agreement” provided by the Company (in the form attached as Appendix

A to the CIC Plan), and provided

that such person is a member of a select group of management or highly

compensated employees.

Benefits Under the CIC Plan.

In the event that a participant in the Plan is terminated without “Cause”, or

resigns for “Good Reason”, in each case, during the period starting

90 days prior to a “Change in Control”

(or, if earlier, the date of the first public announcement of a pending “Change in Control”) and ending two

years following a Change in Control (such termination of employment,

a “Termination”), then subject to

execution and non-revocation of a release of claims, the participant will be

entitled to receive:

●

base salary through the Termination date;

●

a pro-rated annual bonus based on actual performance for the year

in which the Termination

occurs;

●

an amount equal to the product of (A) the sum of the participant’s base salary and target annual

bonus amount, multiplied by (B) the “Severance Multiple”;

●

immediate vesting of the participant’s outstanding stock options (to the maximum extent

permitted by the applicable stock option plan), restricted stock/units, deferred

stock awards and

non-qualified retirement benefits;

●

settlement of the participant’s deferred compensation arrangements in accordance with the

applicable plan or election form; and

●

COBRA continuation health coverage subsidized by the Company (with

the participant paying the

applicable active employee rate) for up to the applicable severance period

(not to exceed 18

months).

Under the Plan, the Compensation Committee has the sole discretion

to set and/or increase a participant’s

Severance Multiple under the Plan, but in no event to a value greater

than 3.0. The Compensation Committee has

set the Severance Multiple for each participant (other than a participant who

serves as our Chief Executive Officer)

who is an “executive officer” (as determined under Securities and Exchange Commission

rules) to 2.0, and has set

the Severance Multiple for all other participants to 1.0.

Restrictive Covenants.

The CIC Plan contains perpetual confidentiality and non-disparagement

provisions,

and prohibits solicitation of Company employees for 24 months following the

participant’s termination of

employment for any reason.

Amendment and Termination.

The CIC Plan cannot be terminated or amended in any way

that materially

and adversely affects the right of a participant without such participant’s consent. Additionally, the CIC

Plan cannot be amended or terminated in any way during the time period

starting 90 days prior to a Change

in Control (or the date the Company enters into a definitive agreement to

effect a Change in Control) and

ending on the later of (i) two years after a Change in Control or (ii) the date

that all payments and benefits

under the Plan have been paid.

The foregoing summary of the CIC Plan does not purport to be complete

and is subject to, and qualified in its

entirety by, the full text of the CIC Plan, which is attached as Exhibit 10.3 and incorporated herein by reference.