OWENS & MINOR INC/VA/ (Form: 8-K, Received: 05/09/2018 16:28:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2018 (May 7, 2018)

Owens & Minor, Inc.

(Exact name of registrant as specified in its charter)




Virginia	1-9810	54-1701843
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)




9120 Lockwood Blvd., Mechanicsville, Virginia		23116
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (804) 723-7000

Not applicable

(former name or former address, if changed since last report.)

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 (see General Instruction A.2.below):



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



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



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2018 Stock Incentive Plan

On May 8, 2018 at the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens & Minor, Inc. (the “Company), the shareholders approved the Owens & Minor, Inc. 2018 Stock Incentive Plan (“2018 Plan”). The description of the 2018 Plan included in the Company's proxy statement filed with the Securities and Exchange Commission on March 26, 2018 is incorporated herein by reference.

Under the terms of the 2018 Plan, the Compensation & Benefits Committee of the Board of Directors (the “Board”) is authorized to grant equity and other incentive awards to employees and directors. Each equity grant made pursuant thereto will be evidenced by an agreement between the Company and the person named therein substantially in the form of the Exhibits attached hereto. The above description is qualified in its entirety by reference to the forms of agreement that the Company intends to use to grant restricted stock and restricted stock units, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

Officer Severance Policy

The Company maintains an Officer Severance Policy (as amended, the “Policy”), a copy of which was filed as exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2016, that provides for certain severance benefits and payments to officers of the Company upon a qualifying termination of employment.

On May 7, 2018, the Board approved amendments to the Policy to clarify the officers eligible for benefits under the Policy and to modify the benefits related to post-employment healthcare support. The above description is qualified in its entirety by reference to the Policy that is being filed as Exhibit 10.4 to this Current Report on Form 8-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 23, 2018, the Board approved an amendment and restatement of the Bylaws of the Company, to take effect on May 8, 2018, to reduce the number of directors constituting the Board from 12 to 10 to reflect the number of directors comprising the Board immediately following the Annual Meeting of Shareholders on May 8, 2018. The Amended and Restated Bylaws of the Company are included as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Company’s 2018 Annual Meeting of Shareholders on May 8, 2018, the matters described below were voted upon and approved as indicated. There were 61,822,277 shares of common stock entitled to vote at the meeting and 56,398,288 shares were voted in person or by proxy (approximately 91.23% of shares entitled to vote).


(1)	Election of ten directors, each for a one-year term, as follows:



Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
Stuart M. Essig	44,719,270	1,350,719	136,995	10,191,304
John W. Gerdelman	44,741,350	1,348,427	117,207	10,191,304
Barbara B. Hill	44,569,217	1,487,819	149,948	10,191,304
Lemuel E. Lewis	44,882,446	1,201,978	122,560	10,191,304
Martha H. Marsh	44,271,059	1,739,497	196,428	10,191,304
Mark F. McGettrick	44,911,861	1,172,161	122,962	10,191,304
Eddie N. Moore, Jr.	43,103,675	2,941,612	161,697	10,191,304
P. Cody Phipps	43,865,000	2,173,919	168,065	10,191,304
Robert C. Sledd	43,564,468	2,490,251	152,265	10,191,304
Anne Marie Whittemore	43,395,198	2,695,581	116,205	10,191,304


(2)	Approval of the Owens & Minor, Inc. 2018 Stock Incentive Plan as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
43,078,785	2,892,461	235,738	10,191,304


(3)	Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
54,155,314	2,003,606	239,368	10,191,304


(4)	Advisory vote to approve the compensation of our named executive officers as follows:



Votes For	Votes Against	Abstentions	Broker Non-Votes
41,521,000	4,399,019	286,965	10,191,304

Item 8.01. Other Events

Director Compensation

On May 7, 2018, after conducting a market review with respect to other leading companies of similar size to the Company and with respect to the Company’s peer group, under the supervision of the Governance & Nominating Committee, and upon recommendation of the Company’s independent compensation consultant, the Board approved changes to the compensation arrangements for the independent directors of the Company. The changes align director compensation with the approximate median director compensation of the Company’s peer group.

Effective immediately, the Company will provide each independent director an annual cash retainer of $60,000, and an annual restricted stock award with a grant date value of $175,000, and will discontinue meeting fees with respect to meetings of the Board and its committee.

The Board set annual cash retainers for the Company’s Audit, Compensation & Benefits, and Governance & Nominating committee chairs, at $20,000, $20,000 and $15,000, respectively. The Board also approved fixed annual cash retainer for the lead independent director at $40,000.

The Board also increased the requirement for the independent directors to own Company common stock to an aggregate value of $325,000, which is consistent with the median value of the Company’s peer group. Existing independent directors have until May 8, 2023 to reach this ownership level and any new independent directors elected after May 8, 2018 have until five years after their election to reach this ownership level.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits.

3.1 Amended and Restated Bylaws of the Company

10.1 Form of Owens & Minor Director Restricted Stock Agreement under the Company’s 2018 Stock Incentive Plan

10.2 Form of Owens & Minor Restricted Stock Agreement under the Company’s 2018 Stock Incentive Plan

10.3 Form of Owens & Minor Restricted Stock Unit Agreement under the Company’s 2018 Stock Incentive Plan

10.4 Owens & Minor, Inc. Officer Severance Policy dated May 7, 2018

10.5 Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 26, 2018 (File No. 001-09810))

SIGNATURE

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 thereunto duly authorized.

OWENS & MINOR, INC.

Date: May 9, 2018 By: /s/ Nicholas J. Pace ____

Name: Nicholas J. Pace

Title: Executive Vice President, General Counsel, Corporate Secretary and Communications

Exhibit Index

Exhibit No . Description

3.1 Amended and Restated Bylaws of the Company


10.1	Form of Owens & Minor Director Restricted Stock Agreement under the Company’s 2018 Stock Incentive Plan


10.2	Form of Owens & Minor Restricted Stock Agreement under the Company’s 2018 Stock Incentive Plan


10.3	Form of Owens & Minor Restricted Stock Unit Agreement under the Company’s 2018 Stock Incentive Plan


10.4	Owens & Minor, Inc. Officer Severance Policy dated May 7, 2018


10.5	Owens & Minor, Inc. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 26, 2018 (File No. 001-09810))

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS

OWENS & MINOR, INC.

ARTICLE I

Meetings of Shareholders

1.1 Places of Meetings . All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as from time to time may be fixed by the Board of Directors.

1.2 Annual Meetings . The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held on such business day that is not earlier than the first day of March and not later than the last day of May, or at such other time, as shall be fixed by the Board of Directors.

1.3 Special Meetings . A special meeting of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, or by a majority of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Notice of Meetings . Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting in any manner permitted by the Virginia Stock Corporation Act, including by electronic transmission (as defined therein). Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5 Quorum . Any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by the Chairman of the meeting or by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting.

1.6 Voting . At any meeting of the shareholders each shareholder of a class entitled to vote on any matter coming before the meeting shall, as to such matter, have one vote, in person or

by proxy, for each share of capital stock of such class standing in his name on the books of the Corporation on the date, not more than seventy days prior to such meeting, fixed by the Board of Directors as the record date for the purpose of determining shareholders entitled to vote. Every proxy shall be executed in writing or by any means permitted by the Virginia Stock Corporation Act or other applicable law. In each case, such proxy must be authorized by the shareholder or by the shareholder’s duly authorized officer, director, employee, agent or attorney-in-fact.

1.7 Inspectors . An appropriate number of inspectors for any meeting of shareholders may be appointed by the Chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

1.8 Nomination by Shareholders. Subject to any rights of holders of shares of the Preferred Stock of the Corporation, if any, nominations for the election of directors shall be made by the Board of Directors or by any shareholder entitled to vote in elections of directors. However, any shareholder entitled to vote in the election of directors may nominate one or more persons for election as directors only at an annual meeting and if written notice of such shareholders’ intent to make such nomination or nominations has been given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation not later than 120 days before the anniversary of the date of the Corporation’s immediately preceding annual meeting. In no event shall the public announcement of an adjournment or postponement of an annual meeting or the fact that an annual meeting is held after the anniversary of the preceding annual meeting commence a new time period for the giving of a shareholder’s notice as described above. Each notice shall set forth (i) the name and address of record of the shareholder who intends to make the nomination, the beneficial owner, if any, on whose behalf the nomination is made and of the person or persons to be nominated, (ii) the class and number of shares of the Corporation that are owned by the shareholder and such beneficial owners, (iii) a representation that the shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iv) a description of all arrangements, understandings or relationships between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (v) a description (including the names of any counterparties) of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder and any other person on whose behalf the nomination is made, the effect or intent of which is to mitigate loss, manage risk or benefit resulting from share price changes of, or increase or decrease the voting power of the shareholder or any other person on whose behalf the nomination is made with respect to, shares of stock of the Corporation, (vi) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such nomination between or among the shareholder or any other person on whose behalf the nomination is made and any of its affiliates or associates, and any others acting in concert with any of the foregoing, (vii) a representation that the shareholder will notify the Corporation in writing of any changes to the information provided pursuant to clauses (iii), (v) and (vi) above that are in effect as of the record date for the relevant meeting promptly following the later of the record date

or the date notice of the record date is first publicly disclosed, and (viii) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to applicable laws, had the nominee been nominated, or intended to be nominated, by the Board of Directors, and shall include a consent signed by each such nominee to serve as a director of the Corporation if so elected. In the event that a shareholder attempts to nominate any person without complying with the procedures set forth in this Section 1.8, such person shall not be nominated and shall not stand for election at such meeting. The Chairman of the Board of Directors shall have the power and duty to determine whether a nomination proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.8 and, if any proposed nomination is not in compliance with this Section 1.8, to declare that such defective proposal shall be disregarded.

1.9 Business Proposed by a Shareholder. To be properly brought before a meeting of shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before an annual meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation not later than 120 days before the anniversary of the date of the Corporation’s immediately preceding annual meeting. In no event shall the public announcement of an adjournment or postponement of an annual meeting or the fact that an annual meeting is held after the anniversary of the preceding annual meeting commence a new time period for the giving of a shareholder’s notice as described above. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented at the meeting with respect to such business, and the reasons for conducting such business at the meeting, (ii) the name and address of record of the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation that are owned by the shareholder and such beneficial owner, (iv) any material interest of the shareholder and such beneficial owner, in such business, (v) a description (including the names of any counterparties) of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder and any other person on whose behalf the proposal is made, the effect or intent of which is to mitigate loss, manage risk or benefit resulting from share price changes of, or increase or decrease the voting power of the shareholder or any other person on whose behalf the proposal is made with respect to, shares of stock of the Corporation, (vi) a description (including the names of any counterparties) of any agreement, arrangement or understanding with respect to such business between or among the shareholder or any other person on whose behalf the proposal is made and any of its affiliates or associates, and any others acting in concert with any of the foregoing, and (vii) a representation that the shareholder will notify the Corporation in writing of any changes to the information provided pursuant to clauses (iii), (v) and

(vi) above that are in effect as of the record date for the relevant meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. In the event that a shareholder attempts to bring business before a meeting without complying with the procedures set forth in this Section 1.9, such business shall not be transacted at such meeting. The Chairman of the Board of Directors shall have the power and duty to determine whether any proposal to bring business before the meeting was made in accordance with the procedures set forth in this Section 1.9 and, if any business is not proposed in compliance with this Section 1.9, to declare that such defective proposal shall be disregarded and that such proposed business shall not be transacted at such meeting.

ARTICLE II

Directors

2.1 General Powers . The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors . The number of Directors constituting the Board of Directors shall be ten (10).

2.3 Election and Removal of Directors; Quorum .

(a) Directors shall be elected at each annual meeting to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified, or their earlier resignation or removal.

(b) Each Director shall be elected by the vote of the majority of the votes cast with respect to the nominee at any meeting for the election of Directors at which a quorum is present; provided , however , that if, as determined by the Secretary of the Corporation, on the tenth (10 ^th ) day preceding the date the Corporation first mails its notice of meeting for such meeting to the shareholders, the number of nominees exceeds the number of directors to be elected, the Directors shall be elected by the vote of a plurality of the votes cast. For purposes of this Section 2.3(b), a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election.

(c) Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(d) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the

Board, and the term of office of any Director so elected shall expire at the next shareholders' meeting at which directors are elected.

(e) A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.

2.4 Meetings of Directors . An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders at such place as the Board may designate. Other meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the Chairman of the Board, the Chief Executive Officer or a majority of the Directors. The Secretary or officer performing the Secretary's duties shall give not less than twenty-four hours' notice by letter, electronic transmission (as defined in the Virginia Stock Corporation Act) or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting.

2.5 Compensation . By resolution of the Board, Directors who are not employed by the Corporation may receive reasonable Directors’ fees in the form of cash and/or equity based awards including additional amounts paid to chairs of committees and to members of committees that meet more frequently or for longer periods of time.

2.6 Eligibility for Service as a Director . No person shall be appointed or be eligible for election to the Board of Directors of the Corporation if such person, at the time of the prospective appointment or election, is more than 72 years of age.

2.7 Director Emeritus. The Board of Directors may from time to time elect one or more former directors as Directors Emeriti. Election as a Director Emeritus shall be in recognition of contributions during his or her tenure on the Board of Directors and in appreciation for loyal and dedicated service. A Director Emeritus shall be elected for a term expiring on the date of the next annual meeting of the Board and will be recognized at the annual meeting. A Director Emeritus is an honorary non-compensated position and not considered a “Director” for the purposes of these Bylaws or for any other purpose, including Section 16 under the Exchange Act. Therefore, Director Emeriti may attend Board meetings and participate in other Board events only at the invitation of the Chairman.

ARTICLE III

Committees

3.1 Executive Committee . The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may elect an Executive Committee which shall consist of not less than three Directors, including the Chief Executive Officer (if the Chief Executive

Officer is also a Director). When the Board of Directors is not in session, the Executive Committee shall have all power vested in the Board of Directors by law, by the Articles of Incorporation, or by these Bylaws, provided that the Executive Committee shall not have power to (i) approve or recommend to shareholders action that the Virginia Stock Corporation Act requires to be approved by shareholders; (ii) fill vacancies on the Board or on any of its committees; (iii) amend the Articles of Incorporation pursuant to §13.1-706 of the Virginia Stock Corporation Act; (iv) adopt, amend, or repeal the Bylaws; (v) approve a plan of merger not requiring shareholder approval; (vi) authorize or approve a distribution, except according to a general formula or method prescribed by the Board of Directors; or (vii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, other than within limits specifically prescribed by the Board of Directors. The Executive Committee shall report at the next regular or special meeting of the Board of Directors all action that the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board of Directors.

3.2 Other Committees . The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these Bylaws, may establish such other standing or special committees of the Board as it may deem advisable, consisting of not less than two Directors; and

the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.

3.3 Meetings . Regular and special meetings of any Committee established pursuant to this Article may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.

3.4 Quorum and Manner of Acting . A majority of the number of members of any Committee shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those members present at a Committee meeting at which a quorum is present shall constitute the act of the Committee.

3.5 Term of Office . Members of any Committee shall be elected as above provided and shall hold office until their successors are elected by the Board of Directors or until such Committee is dissolved by the Board of Directors.

3.6 Resignation and Removal . Any member of a Committee may resign at any time by giving written notice of his intention to do so to the Chief Executive Officer or the Secretary of the Corporation, or may be removed, with or without cause, at any time by such vote of the Board of Directors as would suffice for his election.

3.7 Vacancies . Any vacancy occurring in a Committee resulting from any cause whatever may be filled by a majority of the number of Directors fixed by these Bylaws.

ARTICLE IV

Officers

4.1 Election of Officers: Terms . The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer and a Secretary. Other officers, including a Chairman of the Board, one or more Vice Presidents (whose seniority and titles, including Executive Vice Presidents and Senior Vice Presidents, may be specified by the Board of Directors), and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more offices may be combined in and held by the same person, as the Board of Directors may determine.

4.2 Removal of Officers: Vacancies . Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors.

4.3 Duties . The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

4.4 Duties of the Chief Executive Officer . The Chief Executive Officer shall be either the Chairman of the Board or the President of the Corporation, as designated by the Board of Directors. Subject to the direction and control of the Board of Directors, the Chief Executive Officer shall supervise and control the management of the Corporation, shall be primarily responsible for the implementation of policies of the Board of Directors and shall have such duties and authority as are normally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Directors or as are provided elsewhere in these Bylaws. The Chief Executive Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer of the Corporation.

4.5 Duties of the Chairman of the Board . The Board of Directors may, but need not, appoint from among its members an officer designated as the Chairman of the Board. The Chairman of the Board shall, when present, preside over meetings of the Board of Directors and meetings of the shareholders, and shall have such other duties and authority as may be prescribed from time to time by the Board of Directors or as are provided for elsewhere in these Bylaws.

4.6 Duties of the President . Subject to the direction and control of the Board of Directors and the Chief Executive Officer (if the President is not also the Chief Executive Officer), the President shall supervise and control the operations of the Corporation and shall have such other

duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer (if the President is not also the Chief Executive Officer) or as are provided elsewhere in these Bylaws. The President may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer of the Corporation.

4.7 Duties of the Vice Presidents . Each Vice President (which term includes any Senior Executive Vice President, Executive Vice President and Senior Vice President), if any, shall have such powers and duties as may from time to time be assigned to him by the Chief Executive Officer or the Board of Directors. Any Vice President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and execution of such documents shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer of the Corporation.

4.8 Duties of the Chief Financial Officer . The Chief Financial Officer shall (i) be the chief financial officer of the Corporation and have responsibility for all financial affairs of the Corporation, (ii) negotiate the terms of and procure capital required by the Corporation, (iii) be responsible for maintaining adequate financial accounts and records in accordance with generally accepted accounting principles and applicable laws and regulations, (iv) be responsible for the Corporation’s internal control over financial reporting, (v) have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, (vi) deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors, and (vii) otherwise perform all duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer of the Corporation.

4.9 Duties of the Secretary . The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation. When requested, the Secretary shall also act as secretary of the meetings of the committees of the Board. The Secretary (i) shall keep and preserve the minutes of all such meetings in permanent books; (ii) shall see that all notices required to be given by the Corporation are duly given and served; (iii) shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed by facsimile or otherwise to all share certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is required in accordance with law or the provisions of these Bylaws; (iv) shall have custody of all deeds, leases, contracts and other important corporate documents; (v) shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; (vi) shall see that all reports, statements and other

documents required by law (except tax returns) are properly filed; and (vii) shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the Chief Executive Officer. The Secretary may sign and execute in the name of the Corporation share certificates, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed by some other officer of the Corporation.

4.10 Compensation . The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.

ARTICLE V

Capital Stock

5.1 Form . The shares of capital stock of the Corporation may be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Alternatively, some or all of the shares of capital stock of the Corporation may be issued without certificates in which case, within a reasonable time after issuance or transfer, the Corporation shall send or cause to be sent to the shareholder a written statement that shall include the information required by law to be set forth on certificates for shares of capital stock. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, it may thereafter be issued and delivered as though such person had not ceased to be an officer of the Corporation.

5.2 Lost, Destroyed and Mutilated Certificates . Holders of certificated shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors may in its discretion cause one or more new certificates or uncertificated shares for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

5.3 Transfer of Shares . The Board of Directors may make rules and regulations concerning the issue, registration and transfer of shares and/or certificates representing the shares of the Corporation. The certificated shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holder in person or by attorney on surrender of the duly endorsed certificate for such shares accompanied by written assignment, and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred

on the books of the Corporation. Uncertificated shares shall be transferable or assignable only on the books of the Corporation upon proper instruction from the holder of such shares. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends or other distributions and to vote as such owner. To the extent that any provision of the Amended and Restated Rights Agreement between the Corporation and Bank of New York, as Rights Agent, dated as of April 30, 2004, is deemed to constitute a restriction on the transfer of any securities of the Corporation, including, without limitation, the Rights, as defined therein, such restriction is hereby authorized by these Bylaws.

5.4 Fixing Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or other distribution, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend or other distribution is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

5.5 Control Share Acquisition Statute . Article 14.1 of the Virginia Stock Corporation Act shall not apply to acquisitions of shares of capital stock of the Corporation.

ARTICLE VI

Miscellaneous Provisions

6.1 Seal . The seal of the Corporation shall consist of a circular design with the words "Owens & Minor, Inc." around the top margin thereof, "Richmond, Virginia" around the lower margin thereof and the word "Seal" in the center thereof.

6.2 Fiscal Year . The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

6.3 Checks, Notes and Drafts . Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

6.4 Amendment of Bylaws . Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and, subject to the limitations set forth in the Virginia Stock Corporation Act, to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

6.5 Voting of Shares Held . Unless otherwise provided by resolution of the Board of Directors or of the Executive Committee, if any, the Chief Executive Officer may cast the vote which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation, or to consent in writing to any action by any such other corporation, or in lieu thereof, from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast such votes or give such consents. The Chief Executive Officer shall instruct any person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper.

ARTICLE VII

Emergency Bylaws

7.1 The Emergency Bylaws provided in this Article VII shall be operative during any emergency, notwithstanding any different provision in the preceding Articles of these Bylaws or in the Articles of Incorporation of the Corporation or in the Virginia Stock Corporation Act (other than those provisions relating to emergency bylaws). An emergency exists if a quorum of the

Corporation's Board of Directors cannot readily be assembled because of some catastrophic event. To the extent not inconsistent with these Emergency Bylaws, the Bylaws provided in the preceding Articles shall remain in effect during such emergency and upon the termination of such emergency, the Emergency Bylaws shall cease to be operative unless and until another such emergency shall occur.

7.2 During any such emergency:

(a) Any meeting of the Board of Directors may be called by any officer of the Corporation or by any Director. The notice thereof shall specify the time and place of the meeting. To the extent feasible, notice shall be given in accord with Section 2.4 above, but notice may be given only to such of the Directors as it may be feasible to reach at the time, by such means as may be feasible at the time, including publication or radio, and at a time less than twenty-four hours before the meeting if deemed necessary by the person giving notice. Notice shall be similarly given, to the extent feasible, to the other persons referred to in (b) below.

(b) At any meeting of the Board of Directors, a quorum shall consist of a majority of the number of Directors fixed at the time by these Bylaws. If the Directors present at any particular meeting shall be fewer than the number required for such quorum, other persons present as referred to below, to the number necessary to make up such quorum, shall be deemed Directors for such particular meeting as determined by the following provisions and in the following order of priority:

(i) Vice-Presidents not already serving as Directors, in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age;

(ii) All other officers of the Corporation in the order of their seniority of first election to such offices, or if two or more shall have been first elected to such offices on the same day, in the order of their seniority in age; and

(iii) Any other persons that are designated on a list that shall have been approved by the Board of Directors before the emergency, such persons to be taken in such order of priority and subject to such conditions as may be provided in the resolution approving the list.

(c) The Board of Directors, during as well as before any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.

(d) The Board of Directors, during as well as before any such emergency, may, effective in the emergency, change the principal office, or designate several alternative offices, or authorize the officers so to do.

7.3 No officer, Director or employee shall be liable for action taken in good faith in accordance with these Emergency Bylaws.

7.4 These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, except that no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

Amended 5/08/2018

Exhibit 10.1

OWENS & MINOR, INC.

Director Restricted Stock Agreement

THIS AGREEMENT, dated the ______ day of _______, 20__, between OWENS & MINOR, INC., a Virginia corporation (the "Company"), and [Participant Name] ("Participant"), is made pursuant and subject to the provisions of the Company's 2018 Stock Incentive Plan (the "Plan"). All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Plan.

W I T N E S S E T H:

1. Restricted Stock Grant . Pursuant to the provisions of the Plan, on ___________ (the “Date of Grant”), the Company granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, a Stock Award of ________ shares of Common Stock (the “Restricted Stock”).

2. Terms and conditions . The shares of Restricted Stock evidenced hereby are subject to the following terms and conditions:

(a) Restricted Period . Until the [first] anniversary of the Date of Grant (the “Restricted Period”) or the lapse of restrictions as provided in subsection 2(d) hereof, the Restricted Stock shall be subject to the following restrictions:

(i) Participant shall not be entitled to receive the certificate or certificates evidencing the Restricted Stock; and

(ii) Shares of Restricted Stock may not be sold, transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of; and

(iii) Shares of Restricted Stock may be forfeited as provided in subsection 2(d) hereof.

Notwithstanding the foregoing, Participant shall be entitled to vote the shares of Restricted Stock and receive dividends thereon while the Restricted Stock is outstanding to the extent herein set forth. Any stock dividends or other shares of Company stock or other property issued in respect of Restricted Stock, including without limitation, shares issued in connection with stock splits and recapitalizations, will be subject to the same restrictions applicable to the Restricted Stock with respect to which such dividends were credited. Any cash dividends paid in respect of Restricted Stock will be accumulated and paid, without interest, if and at the time of expiration of the Restricted Period or, if earlier, lapse of restrictions with respect to the Restricted Stock

with respect to which the dividends were credited; provided, however, no cash dividends will be paid with respect to any Restricted Stock that is forfeited.

(b) Custody of Shares of Restricted Stock . Certificates representing the shares of Restricted Stock shall be issued in Participant’s name but shall be held by the Company (or its transfer agent) during the Restricted Period. The Company’s Secretary and its General Counsel shall serve as attorney-in-fact for Participant during the Restricted Period with full power and authority in Participant’s name to assign and convey to the Company any shares of Restricted Stock that Participant forfeits under subsection 2(d) hereof. Each certificate representing shares of Restricted Stock may bear a legend referring to the risk of forfeiture of the shares and stating that such shares are nontransferable until all restrictions have been satisfied and the legend has been removed.

(c) Distribution of Restricted Stock . If Participant remains a member of the Board of Directors of the Company during the entire Restricted Period and otherwise does not forfeit such shares pursuant to subsection 2(d) hereof, all restrictions applicable to the shares of Restricted Stock shall lapse upon expiration of the Restricted Period and a certificate or certificates representing the shares of Common Stock that were granted to Participant in the form of shares of Restricted Stock shall be delivered to Participant.

(d) Lapse of Restrictions .

(i)

Death . If Participant’s membership on the Board of Directors of the Company is terminated before the expiration of the Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the date of Participant’s death and the certificate or certificates representing the shares of Common Stock shall be transferred in accordance with a beneficiary designation form provided by the Company and signed by the Participant and filed with the Company or, in the absence of such a beneficiary designation form, delivered to Participant’s estate.

(ii)

Termination of Membership on the Board of Directors of the Company . Except as provided in subsection 2(d)(i) above, if Participant resigns or otherwise ceases to be a member of the Board of Directors of the Company (whether voluntary or involuntary) before the expiration of the Restricted Period, all restrictions on a pro rata number of shares of Restricted Stock shall lapse and any remaining shares shall be forfeited. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s service as a member of the Board of Directors after the Date of Grant and the denominator of which is [12] . The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.


(iii)	Change in Control .

(a)

If, upon a Change in Control, (i) the Restricted Stock is assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as this Restricted Stock with a value as of the Control Change Date substantially equal to the value of this Restricted Stock) and (ii) Participant is not elected a member of the Surviving Entity’s board of directors as of the Control Change Date (or does not continue to serve as a member of the Surviving Entity’s board of directors for at least [12] consecutive months), all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the Control Change Date (or the date Participant ceases to serve on the Surviving Entity’s board of directors if less than [12] consecutive months) and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

(b)

If, upon a Change in Control, the Restricted Stock is not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(d)(iii)(a) above, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the Control Change Date and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

3. Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia.

4. Change in Capital Structure . The terms of this award shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.

5. Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

6. Participant Bound by Plan . Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

7. Binding Effect . Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of Participant and the successors of the Company.

IN WITNESS WHEREOF, OWENS & MINOR, INC. has caused this Agreement to be signed by a duly authorized officer and Participant has affixed his or her signature hereto.

OWENS & MINOR, INC . PARTICIPANT

By: By:

P. Cody Phipps [Participant Name]

President & Chief Executive Officer

Exhibit 10.2

OWENS & MINOR, INC.

Restricted Stock Agreement

THIS AGREEMENT, dated ________grant date________ between OWENS & MINOR, INC., a Virginia corporation (the "Company"), and ____participant name_________ ("Participant"), is made pursuant and subject to the provisions of the Company's 2018 Stock Incentive Plan (the "Plan"). All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Plan.

W I T N E S S E T H:

1. Restricted Stock Grant . Pursuant to the provisions of the Plan, on ___grant date_______ (the “Date of Grant”), the Company granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, a Stock Award of _quantity granted____ shares of Common Stock (the “Restricted Stock”).

2. Terms and conditions . The shares of Restricted Stock evidenced hereby are subject to the following terms and conditions:

(a) Restricted Period . Until the [third] anniversary of the Date of Grant (the “Restricted Period”) or the lapse of restrictions as provided in subsection 2(d) hereof, the Restricted Stock shall be subject to the following restrictions:


(i)	Participant shall not be entitled to receive the certificate or certificates evidencing the Restricted Stock;


(ii)	Shares of Restricted Stock may not be sold, transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of; and


(iii)	Shares of Restricted Stock may be forfeited immediately as provided in subsection 2(d) hereof.

Notwithstanding the foregoing, Participant shall be entitled to vote the shares of Restricted Stock and receive dividends thereon while the Restricted Stock is outstanding to the extent herein set forth. Any stock dividends or other shares of Company stock or other property issued in respect of Restricted Stock, including without limitation, shares issued in connection with stock splits and recapitalizations, will be subject to the same restrictions applicable to the Restricted Stock with respect to which such dividends were credited. Any cash dividends paid in respect of Restricted Stock will be accumulated and paid, without interest, if and at the time of expiration of the Restricted Period or, if earlier, the lapse of restrictions with respect to the Restricted Stock with respect to which the dividends were credited; provided, however, no cash dividends will be paid with respect to any Restricted Stock that is forfeited.

(c) Distribution of Restricted Stock . If Participant remains in the continuous employment of the Company or an Affiliate during the entire Restricted Period and otherwise does not forfeit such shares pursuant to subsection 2(d) hereof, all restrictions applicable to the shares of Restricted Stock shall lapse upon expiration of the Restricted Period and a certificate or certificates representing the shares of Common Stock that were granted to Participant in the form of shares of Restricted Stock shall be delivered to Participant.

(d) Lapse of Restrictions or Forfeiture .

(i)

Death . If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the date of Participant’s death and the certificate or certificates representing the shares of Common Stock shall be delivered to Participant’s estate.

(ii)

Disability . If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of “total and permanent disability” (as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), all restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is [36] . The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

(iii)

services arrangement with the Company or an Affiliate or (iii) at the discretion of the Company, a written confidentiality and non-solicitation agreement with the Company (“Post-Retirement Service”), shares of Restricted Stock shall not be forfeited but shall continue to be held by the Company until the earlier of (i) the end of the Restricted Period at which time such shares shall be delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time such shares shall be forfeited. For purposes of this Section 2(d)(iii), retirement shall mean severance from the employment of the Company and its Affiliates (i) at or after the attainment of age 55 and after completing a number of years of service (the total years of “Credited Service” attributable to Participant as of the date of termination, as such term is defined in the Owens & Minor 401(k) Savings and Retirement Plan, as amended, whether or not Participant participates in such plan) that, when added to Participant’s age at the time of severance from employment, equals at least 65 or (ii) at or after the attainment of age 65.


(iv)	Termination of Employment by Company or Affiliate .

(a)

With Cause . If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” all shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “ nolo contendere ” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in paragraph 2(d)(ii) above), or by reason of approved leave of absence) the duties of Participant’s job.

(b)

Without Cause . If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” all restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and denominator of which is [36] . The certificate or certificates

representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

(v)

Termination of Employment by Participant . If Participant resigns from employment with the Company and its Affiliates before the expiration of the Restricted Period, without regard to the reason for such resignation (other than death, disability or retirement as provided in subsections (i), (ii) and (iii) above), all of the shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.


(vi)	Change in Control .

(a)

If, upon a Change in Control, (i) the Restricted Stock is assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as this Restricted Stock with a value as of the Control Change Date substantially equal to the value of this Restricted Stock) and (ii) within 24 months of the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below), all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the date of employment termination and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

(b)

For purposes of this subsection 2(d)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.


(c)	If, upon a Change in Control, the Restricted Stock is not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(d)(vi)(a) above, all restrictions applicable to the shares of Restricted Stock shall immediately lapse on the Control Change Date and the certificate or certificates representing the shares of Common

Stock upon which the restrictions have lapsed shall be delivered to Participant.

3. Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia.

4. No Right to Continued Employment . The grant of Restricted Stock hereunder does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his employment at any time.

5. Change in Capital Structure . The terms of this award shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.

6. Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.

7. Participant Bound by Plan . Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

8. Binding Effect . Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees and personal representatives of Participant and the successors of the Company.

IN WITNESS WHEREOF, OWENS & MINOR, INC. has caused this Agreement to be signed by a duly authorized officer and Participant has affixed his or her signature hereto.

OWENS & MINOR, INC .

By:

President & CEO

PARTICIPANT

____________________________________

Name:___Participant Name ________

Exhibit 10.3

OWENS & MINOR, INC.

Restricted Stock Unit Agreement

THIS AGREEMENT, dated ____grant date____________ between OWENS & MINOR, INC., a Virginia corporation (the "Company"), and ____participant name_________ ("Participant"), is made pursuant and subject to the provisions of the Company's 2018 Stock Incentive Plan (the "Plan"). All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Plan.

W I T N E S S E T H:

1. Restricted Stock Unit Grant . Pursuant to the provisions of the Plan, on __grant date________ (the “Date of Grant”), the Company granted to Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, a Restricted Stock Unit Award of __quantity granted____ Restricted Stock Units (the “Restricted Stock Units”). Upon fulfillment of the conditions described in subsection 2(a) below, each Restricted Stock Unit shall entitle the Participant to receive one share of the Company’s Common Stock (“Common Stock”). Restricted Stock Units may not be sold, transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of by Participant.

2. Terms and conditions . The Restricted Stock Units evidenced hereby are subject to the following terms and conditions:

(a) Holding Period . The Restricted Stock Units shall be earned by the Participant following the expiration of a holding period ending on the [third] anniversary of the grant date (the “Holding Period”) or the occurrence of an event as provided in subsection 2(c) hereof. The Restricted Stock Units may be immediately forfeited as provided in subsection 2(d) hereof. Notwithstanding the foregoing, during the Holding Period, cash payments on the Restricted Stock Units equivalent on a per share basis to the amount of any cash dividend paid on the Common Stock will be accumulated and paid in respect of Restricted Stock Units, without interest, if and at the time of expiration of the Holding Period or, if earlier, the occurrence of any other earning event with respect to the Restricted Stock Units with respect to which the dividends were credited, provided, however, no cash dividends will be paid with respect to any Restricted Stock Units that are forfeited. Any stock dividends or other shares of Company stock or other property issued in respect of Common Stock, including without limitation, shares issued in connection with stock splits and recapitalizations, will be subject to the same conditions applicable to the Restricted Stock Units with respect to which such dividends were credited.

(b) Issuance of Common Stock . If Participant remains in the continuous employment of the Company or an Affiliate during the entire Holding Period and otherwise does not forfeit such shares pursuant to subsection 2(c) hereof, each Restricted Stock Unit shall be earned and one share of Common Stock will be issued and delivered to the Participant per

Restricted Stock Unit earned no later than 30 days after the Restricted Stock Units are earned (along with any cash dividends that are payable thereon).


(i)	Death . If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Holding Period by reason of Participant’s death, the Restricted Stock Unit shall immediately be earned on the date of Participant’s death and shares of Common Stock shall be issued and delivered to Participant’s estate.

(ii)

Disability . If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Holding Period by reason of “total and permanent disability” (as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), a pro rata number of Restricted Stock Units shall be earned and one share of Common Stock per earned Restricted Stock Unit shall be issued and delivered to Participant. The “pro rata number” shall be the number of Restricted Stock Units multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is [36] .

(iii)

Retirement . If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of retirement (defined below), all Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. Notwithstanding the foregoing, if Participant’s service to the Company or an Affiliate continues from and after the date of retirement through (i) membership on the Board, (ii) a written consulting services arrangement with the Company or an Affiliate or (iii) at the discretion of the Company, a written confidentiality and non-solicitation agreement with the Company (“Post-Retirement Service”), Restricted Stock Units shall not be forfeited but shall remain outstanding until the earlier of (i) the end of the Holding Period at which time shares of Common Stock shall be issued and delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time the Restricted Stock Units shall be forfeited. For purposes of this Section 2(c)(iii), retirement shall mean severance from the employment of the Company and its Affiliates (i) at or after the attainment of age 55 and after completing a number of years of service (the total years of service credited to Participant for purposes of determining vested or nontransferable interest in a defined benefit pension plan maintained by the Company or an Affiliate which satisfies the requirements of Section 401(a) of the Code) that, when added to Participant’s age at the time of severance from employment, equals at least 65 or (ii) at or after the attainment of age 65.


(iv)	Termination of Employment by Company or Affiliate .

(a)

With Cause . If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” all Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “ nolo contendere ” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in paragraph 2(c)(ii) above), or by reason of approved leave of absence) the duties of Participant’s job.

(b)

Without Cause . If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” a pro rata number of Restricted Stock Units shall be earned one share of Common Stock per Restricted Stock Unit earned shall be issued and delivered to Participant. The “pro rata number” shall be the number of Restricted Stock Units multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and denominator of which is [36] .

(v)

Termination of Employment by Participant . If Participant resigns from employment with the Company and its Affiliates before the expiration of the Restricted Period, without regard to the reason for such resignation (other than death, disability or retirement as provided in subsections (i), (ii) and (iii) above), all of the Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.


(vi)	Change in Control .


(a)	If, upon a Change in Control, (i) the Restricted Stock Units are assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as the Restricted Stock Units with a value as of the Control Change Date substantially equal to the

value of the Restricted Stock Units) and (ii) within 24 months of the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below), the Restricted Stock Units shall immediately be earned on the date of employment termination and shares of Common Stock shall be issued and delivered to Participant.

(b)

For purposes of this subsection 2(c)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.


(c)	If, upon a Change in Control, the Restricted Stock Units are not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(c)(vi)(a) above, the Restricted Stock Units shall be earned on the Control Change Date and shares of Common Stock shall be issued and delivered to Participant.

3. Governing Law . This Agreement shall be governed by the laws of the Commonwealth of Virginia.

4. No Right to Continued Employment . The grant of Restricted Stock Units hereunder does not confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his employment at any time.

7. Participant Bound by Plan . Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

IN WITNESS WHEREOF, OWENS & MINOR, INC. has caused this Agreement to be signed by a duly authorized officer and Participant has affixed his or her signature hereto.

OWENS & MINOR, INC .

By:_________________________________

President & Chief Executive Officer

PARTICIPANT

Name:___Participant Name_________

Exhibit 10.4

Owens & Minor, Inc.

Officer Severance Policy


Organizational or Functional Area(s):	Corporate Officers


Policy For:	Officer Severance


Sponsor:	The Compensation & Benefits Committee of the Board of Directors


1.0	Approval, Review and Revision History



Version	Description of Revision	Stakeholder/ Reviewer	Date	Title
	Original Policy Adopted		2005
	Board of Directors Approved		2015
	Board of Directors Approved		2018


2.0	Purpose

The purpose of the policy is to have a formal executive severance policy in lieu of the Company’s general severance policy for Corporate Officers that provides more appropriate and competitive levels of severance where the officer’s employment is involuntarily terminated without Cause or the officer resigns at the request of the Company.


3.0	Applicability and Scope

This policy applies to Corporate Officers whose employment is involuntarily terminated by the Company without Cause or who resign at the request of the Company. Furthermore, this policy is intended to cover cash severance based on salary and bonus of the Corporate Officer. The vesting or forfeiture of outstanding equity grants of the Corporate Officer is determined based on the applicable equity grant agreement between the Company and the Corporate Officer. In addition, severance benefits to Corporate Officers following a “change in control” of the Company are covered by separate severance agreements entered into between the Company and the Corporate Officers and are not intended to be covered or determined by this policy.


4.0	Definitions

Affiliate

Affiliate means, with respect to the applicable person or entity, any person or entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the applicable entity or person.

Base Salary

Base salary means the annual base salary of the Corporate Officer as of the date of involuntary termination without Cause or resignation at the request of the Company.

Bonus

Bonus means the amount of cash incentive paid to the Corporate Officer under the Company’s annual incentive program for the applicable year.

Cause

Cause means one or more of the following by a Corporate Officer: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “ nolo contendere ” with respect to, a felony, or a misdemeanor which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct or refusal to sign an acknowledgement to abide by the same; (iv) violation of any material law or regulation to the detriment of the Company or any Affiliate; (v) engagement in conduct that results in or

would be reasonably likely to result in material injury to the reputation of the Company or any Affiliate if the Corporate Officer were to continue to be employed by the Company; or (vi) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), or by reason of approved leave of absence) the duties of the officer’s job.

Company

The Company means Owens & Minor, Inc.

Corporate Officers

The Corporate Officers include the following officer positions in the Company that have been elected by vote or resolution of the Board as an officer of Owens & Minor, Inc.:

Chief Executive Officer

President

President – Global Solutions

President – Global Products

Chief Financial Officer

Chief Operating Officer

Executive Vice President

Senior Vice President

Vice President

Severance Event

Severance Event means the involuntary termination without Cause of the Corporate Officer by the Company or the Corporate Officer’s resignation from the Company at the request of the Company.

Severance Period

Severance Period means the applicable period of time set forth in the table in Section 5.0 below for the Corporate Officer.

Target Bonus

Target Bonus means the target cash incentive compensation for the Corporate Officer under the Company’s annual incentive program for the applicable year.


5.0	Policy Statements

Upon the occurrence of a Severance Event for a Corporate Officer, subject to the other terms and conditions set forth herein, the Company shall make a severance payment to such Corporate Officer as shown in the following table:



Officer Position	Severance Amount	Severance Period
CEO President Chief Operating Officer Executive Vice President Senior Vice President	1.5 x the sum of: • Base Salary • The lower of average Bonus paid or Target Bonus for the three calendar years prior to date of employment termination	18 months
Vice President	1.0 x the sum of: • Base Salary • The lower of average Bonus paid or Target Bonus for the three calendar years prior to date of employment termination	12 months

Other Benefits . In addition to the severance payment and subject to the other terms and conditions set forth herein, a Corporate Officer will receive the following upon the occurrence of a Severance Event:

•

A lump sum cash payment amount equal to the number of months in the Severance Period ( i.e. , 12 or 18 months, as applicable) times the difference between (1) the monthly premium for continued group health plan coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), i.e. , “COBRA,” for the health plan coverage in effect for the Corporate Officer and his or her dependents immediately prior to the Severance Event minus (2) the monthly premium for such coverage paid by active employees of the Company. Such payment is referred to herein as the “Welfare Benefit Payment.”


•	Outplacement services provided by the Company for up to six months following date of termination


•	Tax preparation and financial counseling services consistent with allowance during employment provided for the applicable Severance Period or until alternate employment begins

This policy does not provide for any additional age, pay or service credit benefits under any retirement plans or programs of the Company.

Conditions to Receipt of Severance Benefits . As a condition to receiving any of the severance benefits described in this policy, the Corporate Officer must enter into the following agreements with the Company (in form reasonably acceptable to the Company) and such agreements must have become irrevocable:


•	a non-compete, non-solicitation (employees and customers), non-disparagement and non-interference agreement for the benefit of the Company and its Affiliates that will apply during the Severance Period


•	a confidentiality agreement with respect to the Company’s and its Affiliates’ information will apply for an indefinite period


•	a general release of claims against the Company and its Affiliates arising out of employment

Violation of any one of the above-referenced agreements will cause cessation of further severance benefits and require reimbursement of severance amounts paid or benefits provided by the Company.


6.0	Standards and Procedures

The General Counsel and Senior Vice President of Human Resources shall make all determinations as to the eligibility of a Corporate Officer for severance benefits under this policy and shall be responsible for preparing and approving all documentation relative to the conditions underlying the receipt of severance benefits (including but not limited to agreements of the Corporate Officer on non-competition, non-solicitation, non-disparagement, non-interference, confidentiality and release of claims against the Company and its Affiliates). In the event either the General Counsel or Senior Vice President of Human Resources is the officer whose eligibility for severance benefits under this policy is being evaluated, the one whose eligibility is not being evaluated together with the Chief Executive Officer of the Company shall make the determination of eligibility and satisfaction of conditions.

In the event of any question on interpretation of this policy that cannot be resolved by the General Counsel and Senior Vice President of Human Resources, the Chairman of the Compensation & Benefits Committee shall have final discretionary authority to interpret and construe the provisions of this policy.

The severance payments described in the table in Section 5.0 and the Welfare Benefit Payment will be made in a cash lump sum within 60 days after the termination date of the Corporate Officer’s employment with the Company, provided all conditions to receipt of the severance benefits described in this policy have been met; provided that payment will be delayed for six months if the payment is deemed deferred compensation subject to Internal Revenue Code Section 409A and the officer is then a “specified employee” as defined in Section 409A. It is the intent of the Company that any payment under this policy shall, to the extent subject to Section 409A of the Internal Revenue Code, be paid in compliance with Section 409A and the treasury regulations thereunder such that there will be no adverse tax consequences, interest or penalties as a result of the payments. However, in the event that the amounts payable or paid under this policy are subject to any taxes, penalties or interest under Section 409A, the Corporate Officer shall be solely liable for the payment of any such taxes, penalties or interest.


7.0	Accountability

The General Counsel and the Senior Vice President of Human Resources shall be responsible for the execution and enforcement of this severance policy.


8.0	Monitoring Activities

Subject to the provisions of Section 6.0 above, the General Counsel and Senior Vice President of Human Resources shall review and approve the payment of severance under this policy to any Corporate Officer to ensure that the policy is being applied correctly and consistently and that all conditions to receipt of the benefits under this policy have been met and continue to be met. The General Counsel and Senior Vice President of Human Resources shall prepare and approve the documentation relative to the Corporate Officer’s agreement with the Company on non-competition, non-solicitation, non-interference, confidentiality and release of claims.


9.0	Review Cycle

This policy may be reviewed and revised at any time by the Compensation & Benefits Committee of the Board of Directors in consultation with the General Counsel and the Senior Vice President of Human Resources and shall be reviewed for potential revision approximately every three years.


10.0	Effective Date

This policy is effective August 1, 2015, and amended and restated effective for separations from employment on and after May 7, 2018.

11.0 Miscellaneous

Tax Withholding

The Company shall have authority to withhold or cause to have withheld applicable income and payroll taxes from any payments made under the policy to the extent required by law.

No Contract of Employment

This policy shall not be deemed to constitute a contract of employment or impose on the Company any obligation to retain any Corporate Officer as an employee, to continue any Corporate Officer’s current employment status or to change any employment policies of the Company, nor shall any provision hereof restrict the right of the Company to discharge any of its employees or restrict the right of any such employee to terminate his or her employment with the Company.

ERISA

This policy, to the extent covered by ERISA, is intended to be an unfunded employee welfare benefit plan as defined in Section 3(1) of ERISA. Benefits provided for under the policy shall be paid from the general assets of the Company if and when such benefits are owed. No Corporate Officer, employee of the Company, or any other person shall have any rights to

or interest in any specific assets or accounts of the Company or any of its affiliates by reason of this policy.

Code Section 409A

It is intended that the payments and benefits under the policy are, to the greatest extent possible, exempt from the application of Code section 409A, and the policy shall be construed and interpreted accordingly. To the extent payments and benefits are not so exempt, the policy shall be construed and interpreted to comply with Code section 409A. Therefore:

•

If the Company (or, if applicable, the successor entity thereto) determines that all or a portion of the payments and benefits provided under the policy constitute “deferred compensation” under Code section 409A and that the Corporate Officer is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Code section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Code section 409A, the timing of the applicable payments shall be delayed until the six-month anniversary of the Corporate Officer’s “separation from service” (as defined under Code section 409A) and the Company (or the successor entity thereto, as applicable) shall (i) pay to the Corporate Officer a lump-sum amount equal to the sum of the payments that the Corporate Officer would otherwise have received during such six-month period had no such delay been imposed, and (ii) commence paying the balance of the payments in accordance with the applicable payment schedule set forth in the policy.

•

If the Company (or, if applicable, the successor entity thereto) determines that (i) all or a portion of the payments and benefits provided under the policy constitute “deferred compensation” under Code section 409A, (ii) such payments and benefits are subject execution of a Release or Restrictive Agreements, and (iii) the designated period for making such payment spans two calendar years, then such payments and benefits shall be made in the second calendar year.


•	For purposes of Code section 409A, each installment payment and any other payment provided under the policy shall be treated as a separate payment.


•	To the extent required by Code section 409A, any payments to be made to a Corporate Officer upon his or her termination of employment shall only be made upon such Corporate Officer’s separation from service.

•

The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a Corporate Officer’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. The reimbursement of an eligible expense shall be made on or before the last day of the Corporate Officer’s taxable year following the taxable year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

The Company makes no representations that the payments and benefits provided under the policy comply with Code section 409A, and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Corporate Officer on account of noncompliance with Code section 409A.

Invalidity, Reformation

Should any provisions of the policy be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions of the policy unless such determination shall render impossible or impracticable the functioning of the policy, and in such case, an appropriate provision or provisions shall be adopted so that the policy may continue to function properly.

Benefits not Assignable

The rights of a Corporate Officer under the policy are personal. No interest of a Corporate Officer under the policy may be assigned, transferred, seized by legal process or subjected to the claims of creditors in any way. A Corporate Officer’s rights under the policy are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance.

Applicable Law

The policy shall be construed according to the laws of the Commonwealth of Virginia, except as preempted by ERISA or other applicable federal law.

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