PDCO Patterson Companies Inc

EMPLOYMENT TRANSITION AND SEPARATION

Transition Date. Executive will transition from his current position as President of Patterson Dental to Special Advisor effective May 10, 2024 (the “Transition Date”). As of the Transition Date, Executive agrees to resign from any and all officer and director positions he then holds with the Company. In his role as Special Advisor, Executive will perform special project consulting on an as-needed basis, as reasonably requested by the Company’s Chief Executive Officer.

Resignation Date. Executive’s employment at Patterson as Special Advisor will end effective August 2, 2024 (the “Resignation Date”). The period between the Transition Date and the Resignation Date shall be referred to as the “Transition Period.” Executive will no longer be authorized to transact business or incur any expenses, obligations, and liabilities on behalf of the Company after the Resignation Date.

CONSIDERATION

Salary. Executive shall be paid his current salary, namely $452,000 per year, during the Transition Period. Executive shall receive no salary after the Transition Period.

Non-Equity Incentive Plan Compensation. Executive shall remain eligible to receive non-equity incentive plan compensation for the fiscal year ending April 27, 2024 under the Company’s Management Incentive Compensation Plan. Executive shall not receive any other additional non-equity incentive plan compensation following the Transition Date.

Health and Welfare Benefits. All health and welfare benefits applicable to Executive shall continue in effect subject to plan terms until the end of the month of the Resignation Date. Thereafter, Executive shall be permitted to elect to continue health coverage then in effect under Patterson’s plan pursuant to COBRA, 26 U.S.C. § 9801 et seq. If Executive timely elects COBRA continuation, the Company will pay Executive’s COBRA premiums until the earlier of: (i) the date that is eighteen (18) months following the Resignation Date, pursuant to the terms of the applicable plan, (ii) the date Executive is eligible for such coverage from another employer, or (iii) such time as the reimbursement would result in the Company being subject to an excise tax for a discriminatory health insurance benefit based on the Company’s reasonable interpretation of applicable law.

Restricted Stock Units. Executive’s unvested Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated 2015 Omnibus Incentive Plan (the “Omnibus Plan”) granted on July 1, 2021 and July 19, 2021 shall continue to vest during the Transition Period. Pursuant to the terms of the Executive’s Restricted Stock Unit Award Agreements (the “RSU Agreements”), Executive agrees that any RSUs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional RSUs during the Transition Period.

Performance Stock Units. Executive’s unvested Performance Stock Units (“PSUs”) under the Omnibus Plan granted on July 1, 2021 and July 19, 2021 shall continue to vest, subject to achievement of required performance metrics, during the Transition Period. Pursuant to the terms of Executive’s Performance Stock Unit Award Agreements (the “PSU Agreements”), Executive agrees that any PSUs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional PSUs.

Non-Qualified Stock Options. Executive’s unvested Non-Qualified Stock Options (“NQSOs”) under the Omnibus Plan shall continue to vest during the Transition Period. For avoidance of doubt, all outstanding NQSOs held by Executive as of the end of the Transition Period will, to the extent exercisable as of such date, remain exercisable for a period of 90 days after such date (but in no event after the expiration date of any such NQSO). Pursuant to the terms of Executive’s Non-Qualified Stock Option Award Agreements (the “NQSO Agreements”), Executive agrees that any NQSOs that have not vested on or prior to the end of the Transition Period are forfeited and cancelled. For avoidance of doubt, Executive shall not receive any additional NQSOs.

Company Car. The Company has been providing Executive a vehicle (the “Vehicle”) pursuant to the Company’s Executive Automobile Allowance Program effective August 1, 2023 (“EA Program”). On or prior to the end of the Transition Period, Executive may purchase the Vehicle upon payment to the Company by Executive of the sum of any remaining monthly lease payments required during the lease term plus the FMV (as defined under the EA Program), applicable taxes, transfer title fees, and early termination fees (the “Purchase Date”), and the Company will arrange for the transfer of the Vehicle’s title to Executive as soon as reasonably practicable thereafter. Executive acknowledges and agrees that, as of the Purchase Date, the Company shall no longer have any obligation to insure or maintain the Vehicle.

Severance Payment. In exchange for the Executive’s execution and delivery to the Company of a supplemental release in the form attached hereto as Exhibit A (the “Supplemental Release”) to be entered into within twenty-one (21) days following the Resignation Date, Executive shall receive a severance payment (the “Severance Payment”) equal to the sum of (i) $678,000 (which equals 1.5 times Executive’s current annual base salary of $452,000) and (ii) the average amount of Executive’s MICP (as defined below) payments for the Company’s fiscal years 2022, 2023 and 2024 (“FY22”, “FY23” and “FY24,” respectively). Executive acknowledges and understands that his payments under the Company’s Management Incentive Compensation Plan (“MICP”) for FY22 and FY23 have been determined to be $272,444 and $218,909, respectively, and that Executive’s payment under the MICP for FY24, if any, has not yet been determined by the Compensation & Human Capital Committee of the Board of Directors of the Company but is expected to be determined following the Company’s filing of its Annual Report on Form 10-K for FY24 with the U.S. Securities and Exchange Commission.

Timing of Severance Payment. The Severance Payment will be paid in equal monthly installments over the 18-month period following the Resignation Date beginning on the sixtieth (60^th) day following the Resignation Date, provided that all statutory rescission periods contained in this Agreement have expired without revocation and subject to the provisions of Section V(K) of this Agreement.

Acknowledgment. Executive acknowledges that the consideration provided in this Agreement is good and valuable consideration in exchange for the Agreement, and includes payments and benefits to which Executive is not otherwise entitled.

Tax Treatment: Amounts the Company is paying in consideration for the Agreement will be treated as taxable compensation but are not intended by either Executive or the Company to be treated, and will not be treated, as compensation for purposes of eligibility for benefits under any of the Company’s benefit plans. The Company will apply standard tax and other applicable withholdings to payments made to Executive.

EXECUTIVE AGREEMENTS

Full and Final Release. In exchange for the benefits provided by the Company under this Agreement, Executive fully and forever releases and discharges the Company, its parents, subsidiaries, affiliates, and related entities and all of their respective agents, attorneys, employees, officers, directors, shareholders, members, managers, employee benefit plans and fiduciaries, insurers, successors, and assigns from any and all claims and potential claims that may legally be waived by private agreement, whether known or unknown, which Executive has asserted or could assert against the Company arising out of or relating in any way to any acts, circumstances, facts, transactions, or omissions, occurring up to and including the date Executive signs this Agreement (“Claims”). Executive understands that he is releasing such Claims on behalf of himself and all persons who could make Claims under, through or by Executive, such as his spouse, heirs, executors or assignees.

Acknowledgement & Modification of Restrictive Covenants; Cellular Phone. Executive acknowledges and agrees that any agreement with the Company that Executive has previously signed which contains restrictive covenants, such as non-competition, non-solicitation and non-disclosure/confidentiality provisions, including in particular the restrictive covenants and remedies provisions set forth in Section 4 of the Inducement, Severance and Change in Control Agreement by and between the Company and Executive, dated July 19, 2021 (the “ISCIC Agreement”): (i) remain in full force and effect, (ii) such restrictive covenants are supported by separate consideration, and (iii) Executive is fully bound to the continuing obligations under those provisions for the periods specified therein; provided, however, that the Company agrees that the non-competition restriction set forth in (a) Section 4(c) of the ISCIC Agreement, (b) the RSU Agreements, (c) the PSU Agreements, (d) the NQSO Agreements, and (e) any other agreement between Executive and the Company, shall not apply to dental manufacturers.

Clawback. Executive agrees that the Company may require him to reimburse the Company for any incentive compensation previously paid or vested pursuant to any applicable incentive compensation plan or award agreement, in the event: (i) of a willful or reckless breach by Executive of his obligations under this Agreement; or (ii) Executive is obligated to disgorge to or reimburse the Company for such compensation paid or payable to Executive by reason of application of the Company’s Clawback Policy effective October 2, 2023, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any other applicable law or regulation requiring recapture, reimbursement or disgorgement of incentive-based pay.

ACCEPTANCE AND RESCISSION PERIOD

GENERAL PROVISIONS

Effect of Breach. Executive agrees that it would be impossible to measure in money the damages caused by the irreparable harm the Company would suffer for any breach by Executive of the terms of this Agreement. Accordingly, Executive agrees that if the Company institutes any action or proceeding to enforce the terms of this Agreement, the Company shall be entitled to temporary and permanent injunctive or other equitable relief to enforce the provisions of this Agreement, such relief may be granted without the necessity of proving actual damages, Executive hereby waives to the extent permitted by law the claim or defense that the Company has an adequate remedy at law, and Executive shall not argue in any such action or proceeding that any such remedy at law exists. This provision with respect to equitable relief shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief. The prevailing party shall be entitled to reimbursement for all reasonable attorney fees and costs incurred in any legal proceeding to enforce the terms of this Agreement.

Knowing and Voluntary Execution. Executive acknowledges and agrees that he has read this Agreement, confirms the transition and separation of Executive’s employment with Patterson, and understands the legal and binding effect of this Agreement. Executive further acknowledges and agrees that he is acting voluntarily, deliberately, and of his own free will in signing this Agreement.

No Admission. This Agreement shall not be construed as an admission by the Company of any liability or acts of wrongdoing or unlawful conduct, nor shall it be considered to be evidence of such liability, wrongdoing, or unlawful discrimination.

Exclusivity of and Consent to Jurisdiction. Subject to the arbitration provisions of Section 4(j) of the ISCIC Agreement, Executive and the Company agree that the courts of Minnesota shall have exclusive judicial jurisdiction over disputes concerning this Agreement. The Parties specifically consent to the jurisdiction of the state and federal courts of Minnesota. Accordingly, Executive and the Company submit to the personal jurisdiction of such courts for purposes of this Agreement.

Waiver. The waiver by either Party of the breach or nonperformance of any provision of this Agreement by the other Party will not operate or be construed as a waiver of any future breach or nonperformance under any such provision of this Agreement or, in the case of the Company, any similar agreement with any other employee.

Severability and Blue Penciling. To the extent that any provision of this Agreement shall be determined to be invalid or unenforceable as written, the validity and enforceability of the remainder of such provision and of this Agreement shall be unaffected. If any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, the Company and Executive specifically authorize the tribunal making such determination to edit the invalid or unenforceable provision to allow this Agreement, and the provisions thereof, to be valid and enforceable to the fullest extent allowed by law or public policy. Executive expressly stipulates that this Agreement shall be construed in a manner which renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

Enforceable Contract. The Parties agree that this Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to conflicts of law provisions. If any part of this Agreement is construed to be in violation of the law, such part will be modified to achieve the objective of the Parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

Entire Agreement. This Agreement (together with the Exhibits) contains the entire agreement between the Parties relating to the transition and separation of Executive’s employment and supersedes all prior agreements and understandings, whether written or oral, between the Parties relating to such subject matter; provided, however, that nothing in this Agreement supersedes or otherwise alters the terms of any restrictive covenant agreement Executive previously entered into, which Executive acknowledges and agrees remains in full force and effect, subject to the proviso in Section III(B) of this Agreement. This Agreement may not be amended or changed except in writing executed by both Parties.

Counterparts. The Parties agree that this Agreement may be executed in counterparts and each executed counterpart shall be as effective as a signed original. Photographic or faxed copies of such signed counterparts may be used in lieu of the originals for any purpose.

Successors and Assigns. Executive may not assign this Agreement to any third party for whatever purpose and any such purported assignment shall be void. The Company may assign this Agreement to any successor or assign.

Section 409A. Notwithstanding any other provision of this Agreement to the contrary, Executive and the Company agree that the payments hereunder shall be exempt from, or satisfy the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) in a manner that will preclude the imposition of penalties described in Section 409A of the Code. Payments made pursuant to this Agreement are intended to satisfy the short-term deferral rule or separation pay exception within the meaning of Section 409A of Code. Executive’s separation of employment shall mean a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Section 409A of Code; provided, that in no event shall the Company have any obligation to indemnify Executive from the effect of any taxes under Section 409A of the Code.

Acknowledgement. Executive affirms that he has read this Agreement and been advised that he has twenty-one (21) days from the date he received it to sign this Agreement, and that he has been advised in writing to consult with an attorney prior to signing this Agreement. Executive affirms that the provisions of this Agreement are understandable to him, and he has entered into this Agreement freely and voluntarily.

No Interference with Rights. Executive understands this Agreement does not apply to (i) claims for unemployment or workers’ compensation benefits, (ii) claims or rights that may arise after the date that he signs this Agreement, (iii) any vested rights under the Company’s ERISA-covered employee benefit plans as applicable on the date he signs this Agreement, and (iv) any claims that controlling law clearly states may not be released by private agreement. Moreover, nothing in this Agreement (including but not limited to the acknowledgements, release of claims, the promise not to sue, the confidentiality and non-disparagement obligations, and the return of property provision) (i) limits or affects Executive’s right to challenge the validity of this Agreement under the ADEA or the Older Workers Benefit Protection Act, (ii) prevents Executive from communicating with, filing a charge or complaint with; providing documents or information voluntarily or in response to a subpoena or other information request to; or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, National Labor Relations Board, the Securities and Exchange Commission, the Occupational Safety and Health Administration, law enforcement, or any other any federal, state or local agency charged with the enforcement of any laws, or from responding to a subpoena or discovery request in court litigation or arbitration, or (iii) precludes Executive from exercising his rights, if any, under Section 7 of the NLRA or under similar state law to engage in protected, concerted activity with other employees, including discussing his compensation or terms and conditions of employment.

No Individual Relief. By signing this Agreement, Executive is waiving his right to recover any individual relief (including any backpay, frontpay, reinstatement or other legal or equitable relief) in any charge, complaint, or lawsuit or other proceeding brought by Executive or on his behalf by any third party, except for any right he may have to receive a payment or award from a government agency (and not the Company) for information provided to the government agency or where otherwise prohibited.

/s/ Tim E. Rogan

/s/ Samantha Bergeson