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 1   OWENS & MINOR, INC.    PERFORMANCE SHARE AWARD AGREEMENT       THIS PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”) dated as of   February 5, 2016 between Owens & Minor, Inc., a Virginia corporation (the “Company”), and   _______________ (“Participant”) is made pursuant to and subject to the provisions of the Company's   2015 Stock Incentive Plan (the “Plan”).  All capitalized terms used in this Agreement that are not   otherwise defined shall have the same meanings given to them in the Plan.       1. Grant of Performance Share Award.  In accordance with the Plan, on February   5, 2016 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and   conditions of the Plan and the terms and conditions set forth in this Agreement, _______ shares of   performance-based stock as more particularly described herein and subject to the requirements of   Section 2  (the “Performance Shares”).  The Participant will earn the Performance Shares to the   extent that the requirements of Section 2 are satisfied.  The Company will issue shares of Common   Stock in accordance with this Agreement in settlement of the Performance Shares, if any, that the   Participant earns in accordance with Section 2, which shares of Common Stock (the “Restricted   Stock”) will be further subject to the vesting and forfeiture provisions described in Section 4   (except as otherwise specifically provided in Section 3(b)). Upon satisfaction of the vesting   provisions of Section 4, all restrictions applicable to the shares of Restricted Stock shall lapse.       2. Earning Performance Shares.  This Section 2 determines the number of   Performance Shares that the Participant may earn under this Agreement.       (a)   The Participant will earn Performance Shares based on achievement by the   Company of the Performance Metrics (defined below) for the Performance Period.  The   number of Performance Shares earned by the Participant will be determined based upon   the following formula (with any earned fractional Performance Shares being rounded down   to the nearest whole number), the terms of which are further defined below:      (Weighted Payout Percentage) x (Target Shares)      The “Weighted Payout Percentage” defined below, is determined based on the   following Performance Metrics, table and the definitions below:        Below   Threshold Threshold Target Maximum   Above   Maximum   Payout Percentages  0% 50% 100% 200% 200%   Performance   Metric   Weight        Adjusted Diluted   EPS   80%        Average ROIC 20%           For purposes of determining the level of achievement or “Payout Percentage” of each Performance   Metric, if the Performance Metric is achieved at a level between Threshold and Target or Target     





 







 2   and Maximum, then the level of performance will be determined based on a straight-line   interpolation of achievement levels between Threshold and Target or Target and Maximum, as the   case may be.        “Adjusted Diluted EPS” shall mean, for the Performance Period, the Company's Adjusted   Net Income on a per diluted common share basis.        "Adjusted Net Income" shall mean, for the applicable Performance Period, the   Company's net income as presented in the Company's consolidated audited income statement for   such period, adjusted to eliminate or exclude the after-tax effects of unusual or non-recurring items,   including but not limited to, the effect of accounting and/or tax changes;  tangible and intangible   asset impairment charges; fees, expenses and charges associated with debt and/or equity financing   transactions, merger and acquisition activity (including the purchase or sale of a business unit or   its assets) and exit and realignment activities; gains/losses from asset sales not made in the ordinary   course of business; retirement plan gains/losses; and gains/losses or charges associated with   material litigation, regulatory, tax or insurance settlements; and fluctuations in currency exchange   rates.  Adjustments to the Company’s net income for purposes of determining any Award earned   hereunder shall be taken into account only to the extent that they are separately identified or   quantified in the Company’s consolidated audited financial statements, the notes to the   consolidated financial statements, “Management’s Discussion and Analysis” in the Company’s   Annual Report on Form 10-K or in other Company filings with the Securities and Exchange   Commission.                  “Adjusted Operating Earnings” shall mean, for the applicable Performance Period, the   Company's operating earnings as presented in the Company's consolidated audited income   statement for the Performance Period, adjusted to eliminate or exclude the effects of unusual or   non-recurring items, which adjustments shall be approved by the Committee as provided in Section   3 below, including but not limited to, the effect of accounting changes;  tangible and intangible   asset impairment charges; fees, expenses and charges associated with debt and/or equity financing   transactions, merger and acquisition activity (including the purchase or sale of a business unit or   its assets and any post transaction-related claims, litigation or settlement charges) and exit and   realignment activities; gains/losses from asset sales not made in the ordinary course of business;   retirement plan gains/losses; and gains/losses or charges associated with material litigation,   regulatory, tax or insurance settlements; and fluctuations in currency exchange rates.  Adjustments   to the Company’s operating earnings for purposes of determining any Award earned hereunder   shall be taken into account only to the extent that they are separately identified or quantified in the   Company’s consolidated audited financial statements, the notes to the consolidated financial   statements, “Management’s Discussion and Analysis” in the Company’s Annual Report on Form   10-K or in other Company filings with the Securities and Exchange Commission.      “Adjusted Operating Earnings After Tax” shall mean the Adjusted Operating Earnings   less the product of the Adjusted Operating Earnings and the Adjusted Tax Rate.          “Average ROIC” shall mean the two-year average (for the Performance Period) of the   ROIC.          





 







 3   “Adjusted Tax Rate” shall mean the effective tax rate pertaining to the Adjusted Net   Income.       “Invested Capital” means the Company’s Total Debt plus Shareholders’ Equity less Cash   and Cash Equivalents. Total Debt, Cash and Cash Equivalents and Shareholder’s Equity shall be   determined from the Company’s consolidated audited financial statements and footnotes thereto.       “Performance Metric” means for the Performance Period each of (i) Average ROIC   and (ii) Adjusted Diluted EPS.        “Performance Period” means for (i) Average Return on Invested Capital the period of   fiscal years 2016 and 2017, and (ii) Adjusted Diluted EPS the period of fiscal year 2017.      “Return on Invested Capital (ROIC)” shall mean the Adjusted Operating Earnings After   Tax divided by the average Invested Capital (average of the beginning and ending Invested Capital   balances for the relevant year of the Performance Period).       “Target Shares” means the number of Performance Shares set forth in Section 1 of this   Agreement, as may be adjusted from time to time in accordance with Section 10.       “Weight” means, with respect to any Performance Metric, the applicable Weight specified   in the table above.      “Weighted Payout Percentage” means the weighted average of the level of achievement   of the Performance Metrics (based on the Weight for each such metric in the table above).        (b) Effect of Termination Prior to Determination of Restricted Stock.  Except as   provided in subparagraphs (c), (d) and (e), no Performance Shares will be earned if the   Participant’s employment with, and service to, the Company and its Affiliates terminates   or is terminated for any reason before the later to occur of (i) January 1, 2018, (ii) the date   the Restricted Stock are certified by the Committee as provided in Section 3(b), or (iii) if   the Committee has not certified as required by Section 3(b), then March 15, 2018 (such   later date to occur being referred to as the “Measurement Date”).      (c) Death or Disability.  This subparagraph (c) applies if the Participant’s employment   with, and service to, the Company and its Affiliates terminates before the Measurement   Date, on account of the Participant’s death or permanent and total disability (as defined in   Section 22(e)(3) of the Code).  In the event of the Participant’s death prior to the   Measurement Date, the number of Performance Shares earned by the Participant shall equal   the number determined in accordance with subparagraph (a).  In the event the Participant’s   employment terminates before the Measurement Date due to permanent and total disability,   the number of Performance Shares earned by the Participant shall equal the number   determined in accordance with subparagraph (a) multiplied by a fraction.  The numerator   of the fraction shall be the number of whole months that the Participant was employed by,   or providing services to, the Company or an Affiliate during the 36-month period beginning   January 1, 2016 and ending December 31, 2018 (including any period that the Participant   was absent from work for illness, injury or short term disability prior to termination of   employment) and the denominator shall be 36.       





 







 4       (d) Retirement.  This subparagraph (d) applies if the Participant’s employment   with, and service to, the Company and its Affiliates terminates before the Measurement   Date on account of the Participant’s retirement (defined below).  In the event of the   Participant’s retirement before the Measurement Date, the number of Performance Shares   earned by the Participant shall equal the number determined in accordance with   subparagraph (a) multiplied by a fraction.  The numerator of the fraction shall be the   number of whole months that the Participant was employed by, or providing services to,   the Company or an Affiliate during the 36-month period beginning January 1, 2016 and   ending December 31, 2018 and the denominator shall be 36.  For purposes of this   Agreement, retirement means severance from the employment of the Company (i) at or   after the attainment of age 55 and after completing that number of years of service with the   Company 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.          (e) Change in Control.  The Participant will earn the number of Performance   Shares equal to Target Shares if there is a Change in Control before January 1, 2018.      3. Settlement of Performance Shares.  The Performance Shares will be settled in   accordance with this Section 3.        (a) Committee Certification.  As soon as practicable after December 31, 2017   (but no later than March 15, 2018), the Committee will determine the number of   Performance Shares that are earned under the provisions of Section 2.  The Committee’s   determination shall be set forth in writing, as part of the minutes of a meeting of the   Committee, by unanimous consent or otherwise.  Notwithstanding the preceding sentences,   a written determination of the Committee shall not be required in the case of Performance   Shares that are earned pursuant to the provisions of Section 2(e).        (b) Issuance of Restricted Stock.  As soon as practicable after the Committee’s   certification under subparagraph (a) (but no later than March 15, 2017), the Committee   shall issue shares of Restricted Stock under the Plan in settlement of the Performance   Shares earned by the Participant.  The number of shares of Restricted Stock issued shall   equal the number of Performance Shares earned by the Participant.  Notwithstanding the   preceding sentences, (i) if the Performance Shares are earned pursuant to the provisions of   Section 2(c) or 2(d), such Performance Shares shall be settled in shares of Common Stock   that are not subject to the restrictions set forth in Section 4 and (ii) if the Performance   Shares are earned pursuant to the provisions of Section 2(e), the number of shares of   Restricted Stock indicated in Section 2(e) shall be issued to the Participant on the Control   Change Date, and such shares of Restricted Stock shall otherwise be treated as provided in   Section 4(c)(vi).      (c) Registration, etc.  Shares of Restricted Stock issued in settlement of the   Performance Shares shall be registered in the name of the Participant on the stock transfer   books of the Company but shall be held by the Company (or its transfer agent) during the   Restricted Period (defined below).  The Company’s Secretary and its General Counsel shall   serve as attorney-in-fact for Participant during the Restricted Period with full power and     





 







 5   authority in Participant’s name to assign and convey to the Company any shares of   Restricted Stock that Participant forfeits under Section 4(c) or that are recovered under   Section 5.  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.        (d) Dividends.  Upon issuance of shares of Restricted Stock in settlement of the   Performance Shares earned by the Participant, the Company shall pay Participant in cash   the amount of any dividends that would have been paid on the Performance Shares prior to   settlement if the Performance Shares had been actual shares of Restricted Stock   outstanding during the period from January 1, 2016 through December 31, 2017.  No   dividends will be paid on the Performance Shares if Restricted Stock is not earned and   issued hereunder.        4. Terms of Restricted Stock.  The shares of Restricted Stock issued in settlement of   the Performance Shares are subject to the following terms and conditions:         (a)  Restricted Period.  Until February 5, 2019 (the “Restricted Period”) or the   lapse of restrictions as provided in subparagraph (c) hereof, the Restricted Stock shall be   subject to the following restrictions:       (i) Participant shall not be entitled to receive the Common Stock evidencing the   Restricted Stock;      (ii)  Restricted Stock  may not be sold, transferred, assigned, pledged, conveyed,   hypothecated or otherwise disposed of; and      (iii)  Restricted Stock may be forfeited immediately as provided in subparagraph (c)   hereof.        (b) 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 subparagraph (c) 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.        (c)   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     





 







 6   permanent disability, 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 shall be the number of whole   months that the Participant was employed by, or providing services to, the   Company or an Affiliate during the 36-month period beginning January 1, 2016   and ending December 31, 2018 (including any period that the Participant was   absent from work for illness, injury or short term disability prior to termination of   employment) and the denominator shall be 36.  The certificate or certificates   representing the shares of Common Stock upon which the restrictions have lapsed   shall be delivered to Participant.      (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,   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 shall be the number of whole months that the   Participant was employed by, or providing services to, the Company or an Affiliate   during the 36-month period beginning January 1, 2016 and ending December 31,   2018 and the denominator shall be 36.  The certificate or certificates representing   the shares of Common Stock upon which the restrictions have lapsed shall be   delivered to Participant.  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 Company’s discretion, 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 (A) the end of the Restricted Period at which time such   shares shall be delivered to the Participant or (B) the date Participant ceases to provide   Post-Retirement Service at which time the restrictions on a pro rata number of   Restricted Shares shall lapse (determined using the formula above).      (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,” after the Measurement Period   but before the expiration of the Restricted Period, 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     





 







 7   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 subparagraph 4(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,” after the   Measurement Period but before the expiration of the Restricted Period all   restrictions on a pro rata number 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 shall be the number of whole months that the   Participant was employed by, or providing services to, the Company or an   Affiliate during the 36-month period beginning January 1, 2016 and ending   December 31, 2018 (and the denominator shall be 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 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 shares of Restricted Stock 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 with a   value as of the Control Change Date substantially equal to the value of the   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) or by Participant for Good   Reason (defined below), all restrictions applicable to the Restricted Stock shall   immediately lapse on the date of employment termination and the shares of   Common Stock evidencing the Restricted Stock upon which the restrictions have   lapsed shall be delivered to Participant.        (b) For purposes of this subsection 4(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     





 







 8   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) For purposes of this subparagraph 4(c)(vi), “Good Reason” shall have the   meaning given to such term in the Executive Severance Agreement between   Participant and the Company, as such agreement from time to time may be   amended, modified, extended or replaced by a successor agreement or plan.      (d)  If, upon a Change in Control, the Restricted Stock are not assumed by, or a   substitute award granted by, the Surviving Entity in the Change in Control as   provided in subparagraph 4(c)(vi)(a) above, all restrictions applicable to the   Restricted Stock shall immediately lapse on the Control Change Date and the   shares of Common Stock evidencing the Restricted Stock upon which the   restrictions have lapsed shall be delivered to Participant.       5. Recoupment Policy.  Notwithstanding any other provision in this Agreement to the   contrary, the Performance Shares and underlying Restricted Stock granted under this Agreement are   subject to recoupment by the Company in accordance with the Company’s Policy on Recoupment of   Executive Incentive Compensation in effect on the date of this Agreement, as such policy is   interpreted and applied by the Company’s Board of Directors.           6. Nontransferability.  The Performance Shares are nontransferable except by will or   by the laws of descent and distribution.  Shares of Restricted Stock issued in settlement of the   Performance Shares cannot be transferred before the Restricted Period lapses except by will or by the   laws of descent and distribution.        7. Shareholder Rights; Dividends.  Except as otherwise specifically provided   herein, the Participant shall not have any rights as a shareholder of the Company with respect to   the Performance Shares.  Upon the issuance of shares of Restricted Stock in settlement of the   Performance Shares, the Participant shall have all of the rights of a shareholder of the Company   with respect to those shares, including the right to vote the shares and to receive, free of all   restrictions, ordinary cash dividends.  Stock received as a dividend on, or in connection with a   stock split of any shares of Restricted Stock issued in settlement of the Performance Shares shall   be subject to the same vesting restrictions as the underlying shares of Restricted Stock.  The   Participant’s right to receive any extraordinary dividends or distributions with respect to shares of   Restricted Stock issued in settlement of the Performance Shares shall be at the sole discretion of   the Committee, but in the event of any such extraordinary event, the Committee shall take action   appropriate to preserve the value of, and to prevent the unintended enhancement of value in, such   shares of Restricted Stock.       8. Withholding.  The Participant shall pay the Company any amount of taxes as may be   necessary in the opinion of the Company to satisfy tax withholding required under the laws of any   country, state, province, city or other jurisdiction, including but not limited to income taxes, capital     





 







 9   gains taxes, transfer taxes, and social security contributions.  In lieu thereof, the Company shall have   the right to retain, from the Restricted Stock, the number of Restricted Stock with Fair Market Value   equal to the minimum amount required to be withheld.  In any event, the Company shall have the   right to deduct from all amounts paid to a Participant in cash (whether under the Plan or otherwise)   any taxes required to be withheld.        9. No Right to Continued Employment.  The award and settlement of the Performance   Shares does not give 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 or her employment at any time.       10. Change in Capital Structure.  The number of Performance Shares and the   performance criteria in Section 2 (or, after any settlement of the Performance Shares, the number of   shares of Restricted Stock) 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, other similar changes in capitalization or such other events as are described in the Plan.       11. Governing Law.  This Agreement shall be governed by the laws of the   Commonwealth of Virginia.       12. Conflicts.  In the event of any conflict between the provisions of the Plan as in effect   on the Date of Grant 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 of Grant.       13. Participant Bound by Plan.  Participant hereby acknowledges that a copy of the Plan   has been made available to him or her and he or she agrees to be bound by all the terms and provisions   of the Plan.       14. Binding Effect.  Subject to the limitations stated above and in the Plan, this   Agreement shall be binding upon Participant and his or her successors in interest and the successors   of the Company.               





 







 10   IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.            OWENS & MINOR, INC.                                                                                      By: _________________________________                              President & Chief Executive Officer                                             By: __________________________________        Participant