jtjexecseveranceagreemen






EXECUTIVE SEPARATION AGREEMENT & GENERAL RELEASE    This Executive Separation Agreement & General Release (the “Agreement”) is entered into as of  the Effective Date (as defined below), by and between Jeffrey T. Jochims (“Executive”) and Owens &  Minor, Inc. (together with all Related Entities (as defined herein), “O&M” or the “Company”) (Executive  and O&M are each referred to herein as a “Party” and, collectively, as the “Parties”):    WHEREAS, Executive has been employed by the Company as an officer of the Company, most  recently as its Executive Vice President, Chief Operating Officer & President, Products & Healthcare  Services;    WHEREAS, Executive, at the request of the Company, will resign from all of his positions as an  officer or director of the Company or any Related Entity, as applicable, effective as of October 12, 2022  (the “Transition Date”);    WHEREAS, the Company seeks to retain Executive for a period of time, as set forth below, for the  purpose of transitioning his duties prior to the termination of his employment; and    WHEREAS, Executive’s execution and non-revocation of this Agreement is a condition precedent  to Executive’s receipt of severance benefits under the Owens & Minor, Inc. Officer Severance Policy (the  “Policy”).    NOW, THEREFORE, in consideration of the Parties’ promises and obligations hereunder, and other  good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties  agree as follows:    1. Separation Date and Transition Period.  a. Executive’s last day of employment with the Company shall be the Separation Date (as  defined below), and Executive acknowledges and agrees that his employment relationship with the  Company will end on such date. Executive further acknowledges and agrees that Executive’s resignation  as an Executive Vice President, Chief Operating Officer & President, Products & Healthcare Services of the  Company and from all other officer, director or other positions with the Company or any Related Entity  (other than as an employee) shall be effective as of the Transition Date. Executive agrees to take any  further actions that the Company reasonably requests to effectuate or document the foregoing. For  purposes of this Agreement, “Related Entities” means Owens & Minor, Inc.’s subsidiaries and affiliated  entities and each of their predecessors, including The Owens & Minor Foundation, Owens & Minor PAC  and Fusions5, Inc.  b. Executive shall remain employed by the Company from the Transition Date through  January 1, 2023 or such earlier date on which Executive resigns or Executive’s employment is terminated  for Cause (as defined in the Policy) to facilitate the transition of Executive’s duties to others within the  Company as may be requested by O&M from time to time. The period during which Executive remains  employed in accordance with the immediately preceding sentence is referred to herein as the “Transition  Period.” The actual date on which Executive’s employment terminates is referred to herein as the  “Separation Date.” During the Transition Period, Executive will remain eligible to participate in the same  benefit plans and programs made available to Company employees, subject to the terms and conditions  of the applicable plans and programs in effect from time to time. During the Transition Period, Executive  will not report to the Company’s home office or other facilities or offices unless expressly requested by  the Company’s Chief Executive Officer or his designee, but Executive will be reasonably available to  





 






  Page 2 of 14    Page 2 of 14   Company personnel to respond to inquiries, provide information, or complete such tasks as the Company  may reasonably request. While the Company reserves the right to restrict or terminate Executive’s access  to his Company telephone number, voicemail and email account, to the extent Executive has access,  Executive acknowledges that such access shall be subject to monitoring by the Company. On or within five  (5) days after the Separation Date, Executive agrees to execute the Release of Claims attached hereto and  incorporated herein as Exhibit A (the “Subsequent Release”).  c. Executive understands and acknowledges that some matters that fell under Executive’s  responsibility in his positions with the Company may be ongoing after the Separation Date. Accordingly,  Executive agrees that, during the Severance Period, Executive will cooperate and make himself reasonably  available to Company representatives to respond to questions regarding Executive’s experience with and  knowledge about the Company. Additionally, Executive agrees that he will assist the Company, as  reasonably requested by the Company, in the case of any litigation, regulatory inquiry, audits, or other  such matters. For purposes of this Agreement, “Severance Period” shall mean the eighteen (18)-month  period immediately following the Separation Date.  2. Accrued Benefits.  a. The Company shall continue to pay Executive his normal base salary earned through the  Separation Date in accordance with its usual payroll practices. Executive acknowledges and agrees that  he will not be eligible to receive, and the Company shall have no obligation to pay to Executive, any  payment under the Company’s 2022 Annual Incentive Plan or the 2022 Executive Incentive Plan or any  annual incentive plan that may be established by the Company or any Related Entity for the 2023 fiscal  year.  b. The Company shall reimburse Executive for any expenses incurred by Executive prior to  the Separation Date related to his employment with the Company, subject to the requirements of the  Company’s expense reimbursement policy and preapproval of any travel related to Company business by  the Company’s Chief Executive Officer. All such reimbursement will be made in accordance with the  Company’s expense reimbursement policy.  c. Executive acknowledges and agrees that as of the Separation Date, except as otherwise  set forth in this Agreement (including Section 3(c)), the Company shall have no obligation to continue  Executive’s coverage under the Company’s medical, dental, life insurance, or other employee insurance  or benefit plans; provided, however, that Executive will be eligible for COBRA coverage to the extent  required by applicable law. Executive understands and acknowledges that COBRA coverage will be at  Executive’s sole expense and will be offered at 102% of the full cost of coverage. Executive will receive  applicable COBRA election forms under separate cover following the Separation Date.  d. Executive acknowledges and agrees that, subject to the Company’s compliance with the  terms of this Agreement, the Company has paid or will have paid Executive in full all accrued salary,  expenses, reimbursements, vacation, sick leave, and other payments to which Executive may have been  entitled, and that there are no sums or other benefits, other than as described in this Agreement, due or  owing to Executive by the Company.  3. Severance Benefits.  a. If Executive remains employed from the Transition Date until January 1, 2023 such that  the Separation Date occurs on January 1, 2023, then in consideration of Executive’s promises, covenants  and agreements set forth in this Agreement (including, but not limited to, the release and Subsequent  Release, and the covenants regarding confidentiality, non-competition and non-solicitation), and in  accordance with section 5 of the Policy, the Company shall provide Executive with the payments and  benefits set forth in this Section 3 (collectively, the “Severance Benefits”). Executive acknowledges and  





 






  Page 3 of 14    Page 3 of 14   agrees that Executive would not be entitled to receive the Severance Benefits in the absence of Executive’s  acceptance of this Agreement and adherence with its terms.  b. The Company shall pay Executive a lump-sum in the gross amount of ONE MILLION SEVEN  HUNDRED FIFTY ONE THOUSAND ONE HUNDRED AND NINE DOLLARS AND NO CENTS ($1,751,109.00),  less all applicable withholdings and deductions. The Company shall make this payment on the first  regularly scheduled Company payday following the Subsequent Release Effective Date (as that term is  defined in the Subsequent Release).  c. The Company shall pay Executive a lump-sum cash Welfare Benefit Payment (as defined  in the Policy) equal to TWENTY-FIVE THOUSAND DOLLARS AND NO CENTS ($25,000.00). The Company  shall make this payment on the first regularly scheduled Company payday following the Subsequent  Release Effective Date.  d. Executive currently holds 36,574 shares of unvested restricted stock (the “Restricted  Stock”), 26,889 unvested restricted stock units (“RSUs”) and 165,062 unvested performance stock units  (“PSUs”), in each case, under O&M’s 2018 Stock Incentive Plan (as amended). Subject to the terms of the  applicable plan and award agreements, (i) a pro-rated amount of his unvested Restricted Stock awards as  of the Separation Date (27,240 shares) will become vested and the remaining unvested shares of  Restricted Stock (9,514 shares) shall be forfeited without consideration, (ii) a pro-rated amount of his  unvested RSUs as of the Separation Date (6,938 RSUs, payable in the form of the equal number of shares  in the Company) will become vested and the remaining RSUs (19,951 RSUs) shall be forfeited without  consideration, and (iii) a pro-rated amount of his unvested PSUs as of the Separation Date (110,346 PSUs,  payable in the form of the equal number of shares in the Company) will become vested and all of the PSUs  under grants made on March 1, 2021 (27,827 PSUs based on target performance levels) and April 29, 2022  (26,889 PSUs based on target performance levels) shall be forfeited without consideration as of the  Separation Date. As soon as reasonably practicable following the Separation Date, but in no event later  than fifteen (15) days after the Subsequent Release Effective Date, the Company shall deliver to Executive  a number of shares of common stock of the Company equal to the number of such vested shares of  Restricted Stock, RSUs and PSUs, respectively. Executive acknowledges that he remains a restricted person  (as defined in the Company’s insider trading policy) through the Separation Date and, among other things,  will only be able to trade in Company securities prior to the first open trading window following the filing  of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 with pre-approval  of the Company’s General Counsel or other officer designated by the Company. In the event of a conflict  or inconsistency between the applicable equity award agreement and this Agreement, this Agreement  shall control.  e. Provided that this Agreement and the Subsequent Release are binding and effective, the  Company shall reimburse Executive for (i) expenses incurred during the Transition Period and the six (6)-  month period following the Separation Date in procuring outplacement services in an amount not to  exceed TEN THOUSAND DOLLARS ($10,000.00) and (ii) expenses incurred during the Transition Period and  the Severance Period prior to the commencement of alternate employment for tax preparation and  financial counseling services (including, but not limited to, the services of a tax attorney) in an amount not  to exceed FIVE THOUSAND TWO HUNDRED FIFTY DOLLARS ($5,250.00), in each case, conditioned upon  Executive providing the Company with proper and timely documentation of such expenses. The Company  shall make all such reimbursements, if at all, no later than the last day of the calendar year immediately  following the calendar year in which Executive incurred the reimbursable expense.  f. Any amount described in Sections 3(b), (c) and (d), to the extent earned, shall be paid to  Executive in no event later than the fifteenth (15th) day of the third (3rd) month following the end of the  year in which such amount was no longer subject to a substantial risk of forfeiture, within the meaning of  Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except as may be  





 






  Page 4 of 14    Page 4 of 14   permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4)(ii).  4. Covenant to Maintain Confidentiality. During his employment with the Company, Executive has  been and, during the Transition Period, Executive will be, exposed to certain Confidential Information of  the Company. For purposes of this Agreement “Confidential Information” means information, in any form,  related to the Company’s business (a) that is not generally known or available to others in the Company’s  industry, (b) in which the Company has an interest, (c) from which the Company derives value by virtue  of – in whole or in part – its confidentiality, and (d) with respect to which the Company takes reasonable  measures to maintain as confidential. Such Confidential Information includes but is not limited to:  information technology and computer systems; trade secrets; financial or investor relations information;  sales activity information; accounting information; revenue recognition information; cash-flow  information; lists of and other information about current and prospective customers, vendors or suppliers;  prices or pricing strategy or information; sales and account records; reports, pricing, sales manuals and  training manuals regarding selling, strategic planning and business development information; purchasing,  and pricing procedures and financing methods of the Company, together with any specific and proprietary  techniques utilized by the Company in designing, developing, testing or marketing its products, product  mix and supplier information or in performing services for clients, customers and accounts of the  Company; information concerning existing or contemplated software, products, services, technology,  designs, processes and research or product developments of the Company; and, any other information of  a similar nature made available to Executive and not known to the public, which, if misused or disclosed,  could adversely affect the business or interests of the Company. Confidential Information includes any  such information that Executive may have prepared or created during his employment with the Company  or during the Transition Period, as well as such information that has been or may be created or prepared  by others. Confidential Information shall not include any information that has been voluntarily disclosed  to the public by the Company, has been independently developed and disclosed to the public by others  without violating any legal obligation, or otherwise enters the public domain through lawful means.  Subject to the limited exclusions and limitations set forth in this Agreement, Executive agrees that for as  long as such information remains confidential to the Company, including during the Transition Period and  after the Severance Period, or is a trade secret under applicable law, Executive will not disclose any  Confidential Information to any person, agency, institution, company, or other entity, and Executive will  not use any Confidential Information in any way, except as required by Executive’s duties to the Company  or by law, or as permitted under Section 9 of this Agreement. In the event that Executive is unsure whether  or not certain information is Confidential Information, Executive will send the Company a written inquiry  about whether such information is covered under this Agreement. Notwithstanding anything to the  contrary contained herein, this Agreement does not prohibit Executive from complying with a lawful  subpoena or other legal compulsion. If Executive becomes legally compelled (by interrogatories, requests  for information or documents, subpoenas, civil investigative demands, applicable regulations, or similar  processes) to disclose any Confidential Information, Executive shall, if permitted by applicable law,  provide Company with prompt notice so that Company may seek an appropriate protective order or other  appropriate remedy or waive Executive’s compliance with this Section 4, which waiver must be in writing  to be effective. If that protective order or other remedy is not obtained by the date that Executive must  comply with the request, or if Company waives compliance with this Section 4 in writing, Executive shall  furnish only that portion of the Confidential Information that is legally required to be provided in the  reasonable opinion of Executive’s counsel (after consultation with Company’s counsel), and Executive  shall exercise commercially reasonable efforts to obtain a protective order or other reliable assurance that  confidential treatment will be accorded to that portion of the Confidential Information of Company which  is being furnished or disclosed. Notwithstanding the foregoing, the covenants made in this Section 4 shall  apply to trade secret information for as long as such information remains qualified as a trade secret.  5. Covenant Not to Compete. During the Transition Period and Severance Period, Executive agrees  





 






  Page 5 of 14    Page 5 of 14   not to engage in Competitive Work for or on behalf of a Competitor to conduct or support the conduct of  Competitive Business within the continental United States. Notwithstanding the foregoing, this Section 5  does not restrict Executive from owning stock or other securities of a publicly held corporation in which  Executive does not possess beneficial ownership of more than two percent (2%) of such corporation’s  voting stock. Notwithstanding the foregoing, nothing in this Section 5 shall prohibit Executive from being  employed or engaged by any person or entity where such work would not involve any level of strategic,  advisory, technical, creative, sales or other activity similar to that which Executive provided to the  Company (acknowledging that Executive’s role required Executive to engage in strategic, managerial and  business development activity), or is in connection with an independent business line of such person or  entity that is wholly unrelated to the Competitive Business, Competitive Work, and the Confidential  Information (subject to protocols to prevent Executive from disclosing Confidential Information). For  purposes of this Agreement, “Competitive Business” means providing or soliciting to provide a product or  service that competes with a product or service provided, offered or planned to be offered by O&M at  any time during the twelve (12) months preceding the Separation Date (the “Recent Period”). “Competitive  Work” means the performance of duties and/or provision of services (whether as an employee,  independent contractor or otherwise) that are substantially similar to duties and/or services that  Executive performed or provided for or on behalf of O&M at any time during the Recent Period.  “Competitor” means any person or entity, including any private equity or similar firm or any other person  or entity sponsored by a private equity or similar firm, that is engaged in conducting Competitive Business.  6. Non-Solicitation of Customers & Suppliers. During the Transition Period and Severance Period,  Executive agrees that he will not, personally or through another: conduct or offer to conduct any  Competitive Business with any Covered Customer; or encourage or induce any Covered Customer or  Covered Supplier to cease doing business with the Company or change the terms of an existing business  relationship with the Company to the detriment of the Company. Notwithstanding the foregoing, this  Section 6 does not prohibit general advertising or solicitation that is not specifically directed to a Covered  Customer(s) or Covered Supplier(s). For purposes of this Agreement, “Covered Customer” means any  individual or entity with which O&M, at any time during the Recent Period, has conducted, or made a  written or in-person proposal to conduct, business or to which the Company has provided or offered to  provide goods or services, and with whom or which Executive had business-related contact or dealings on  behalf of O&M or about which Executive received Confidential Information, in each case, at any time  during the Recent Period. “Covered Supplier” means any manufacturer or supplier of medical or surgical  products or devices with which O&M, at any time during the Recent Period, has conducted or made a  written or in-person proposal to conduct, business, and with which Executive had business-related contact  or dealings on behalf of O&M or about which Executive received Confidential Information, in each case,  at any time during the Recent Period.  7. Non-Solicitation of Workers. During the Transition Period and Severance Period, Executive agrees  that he will not, personally or through another, solicit for employment or hire a Covered Worker for  employment or engagement by any person or entity other than O&M or encourage a Covered Worker to  leave employment with the Company. Notwithstanding the foregoing, the restrictions contained in this  Section 7 shall not apply to any individual that has been separated from employment with the Company  for six (6) months or more as of the time of recruitment, solicitation or hiring by Executive. This Section 7  also does not prohibit general advertising or solicitation not specifically directed to a Covered Worker or  Covered Workers so long as no Covered Worker directly or indirectly through another person or entity is  hired as a result thereof. For purposes of this Agreement, “Covered Worker” means any person who at  any time during the Recent Period (a) was employed or engaged by the Company; and (b) had business-  related contact with or reported to Executive.  8. Non-Disparagement. Subject to the limited exclusions and limitations set forth in Section 9 of this  Agreement, Executive agrees that he shall not make any statement or take any action that reasonably  





 






  Page 6 of 14    Page 6 of 14   could be construed as criticizing or disparaging the reputation of any Releasee (as defined below). This  provision is in addition to, and not in lieu of, the substantive protections under applicable law relating to  defamation, libel, slander, interference with contractual or business relationships, or other statutory,  contractual or tort theories. Similarly, the Company agrees to use reasonable efforts to direct the  executive leadership team of the Company to not make any statement or take any action that reasonably  could be construed as criticizing or disparaging the reputation of the Executive; provided, however, that  the foregoing shall not be violated by truthful statements in response to legal process, required  governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation,  depositions in connection with such proceedings), or statements, disclosures or announcements relating  to the earnings or financial results of the business, or statements that such individuals in good faith believe  are necessary or appropriate to make in connection with performing their duties and obligations to the  Company. Notwithstanding the foregoing, Executive understands and agrees that Executive’s obligations  under this Section 8 are expressly limited by the provisions of Section 9 of this Agreement. Further, nothing  herein shall be construed to require Executive, the Company or any other person to engage in any unlawful  act.  9. Limitations on Obligations. Nothing in this Agreement shall prohibit or impede Executive from  communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law  enforcement branch, agency or entity (each, a “Governmental Entity”) with respect to possible violations  of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental  Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation,  provided that in each case such communications and disclosures are consistent with applicable law.  Executive does not need the prior authorization of (or to give notice to) the Company regarding any such  communication or disclosure. This Agreement also does not limit Executive’s right to receive an award for  information provided to any federal, state or local government agency or self-regulatory organization, or  to engage in any future activities protected under whistleblower statutes. Additionally, Executive hereby  confirms that he understands and acknowledges that an individual shall not be held criminally or civilly  liable under any federal or state trade secret law for the disclosure of a trade secret that is made in  confidence to a federal, state, or local government official or to an attorney solely for the purpose of  reporting or investigating a suspected violation of law, or in a complaint or other document filed in a  lawsuit or other proceeding, if such filing is made under seal. Executive understands and acknowledges  further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected  violation of law may disclose the trade secret to the attorney of the individual and use the trade secret  information in the court proceeding, if the individual files any document containing the trade secret under  seal; and does not disclose the trade secret, except pursuant to court order. Notwithstanding the  foregoing, under no circumstance will Executive be authorized to disclose any information covered by the  Company’s attorney-client privilege or the Company’s attorney work product without prior written  consent of the Company’s General Counsel or other officer designated by the Company, or unless such  disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable  state attorney conduct rules, or otherwise under applicable law or court order.  10. Reasonableness & Remedies.  a. The covenants contained in Sections 4, 5, 6, 7, and 8 of this Agreement (the “Protective  Covenants”) are, in light of the nature of Executive’s employment by the Company, reasonable and  necessary for the protection of the Company’s legitimate business interests, specifically including the  Company’s interest in the Confidential Information and the Company’s significant investment to develop  and maintain its business relationships and goodwill.  b. The Company will suffer irreparable harm if Executive breaches any provision of the  Protective Covenants, and the Company shall be entitled to, in addition to any other available remedies,  





 






  Page 7 of 14    Page 7 of 14   temporary and/or permanent injunctive relief against Executive barring any conduct in violation of any  provision of the Protective Covenants. Additionally, the duration of the restrictions in the Protective  Covenants shall be extended by the length of time Executive is in breach of any such restriction. No claim  or cause of action Executive may have or assert against the Company, whether predicated on this  Agreement or otherwise, shall serve as or constitute a defense to the enforcement of any provision of the  Protective Covenants. Should the Company prevail in any claim, dispute or action arising from or relating  to this Agreement (a “Covered Claim”), whether initiated by the Company or Executive, the Company shall  be entitled to recover from Executive all costs, including attorneys’ fees, incurred by the Company in  connection with such Covered Claim.  c. As set forth in the Policy, violation of any one of the above Protective Covenants will cause  immediate cessation of further Severance Benefits and require Executive to immediately reimburse the  Company for all Severance Benefits and other amounts paid or benefits provided by the Company.  11. General Release.  a. For purposes of this Agreement, “Releasee” and “Releasees” means the Company and any  and all O&M past and present directors, trustees, officers, shareholders, members, partners, managers,  supervisors, employees, attorneys, agents, representatives, insurers and consultants, as well as the  predecessors, successors and assigns of any of them, and all persons or entities acting by, with, through,  under or in contract with any of them. Except as specifically provided below, for purposes of this  Agreement the term “Claims” means: each and every claim, complaint, cause of action, grievance,  demand, controversy, allegation, or accusation, whether known or unknown; each and every promise,  assurance, contract, representation, obligation, guarantee, warranty, liability, right, agreement and  commitment of any kind, whether known or unknown; and all forms of relief, including, but not limited  to, all remedies, costs, expenses, losses, damages, debts and attorneys’ and other professionals’ fees and  related disbursements, whether known or unknown. Notwithstanding the foregoing, Claims do not  include a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”). Thus,  this Agreement does not preclude Executive from filing an EEOC charge or participating in an EEOC  investigation.  b. Subject to the limited exclusions and limitations set forth below and in Section 9 of this  Agreement, Executive hereby irrevocably releases and forever discharges all Releasees from any and all  Claims that Executive, or anyone on his behalf ever had or now has against any and all of the Releasees,  or which Executive, or any of his executors, administrators, representatives, attorneys or assigns,  hereafter can, shall or may have against any and all of the Releasees for or by reason of any cause, matter,  thing, occurrence, or event whatsoever from the date of Executive’s birth to the date that Executive signs  this Agreement. Executive acknowledges and agrees that the Claims released in this paragraph include,  but are not limited to, (i) any and all Claims based on any law, statute, or constitution or based on contract  or in tort or in common law, and any and all Claims based on or arising under any civil rights laws, such as  the civil rights laws of any state or jurisdiction, Title VII of the Civil Rights Act of 1964, the Age  Discrimination in Employment Act (“ADEA”), the Equal Pay Act, the Americans with Disabilities Act of 1990,  the Civil Rights Act of 1991, the Family Medical Leave Act, or the Virginia Human Rights Act; (ii) any and all  Claims under any grievance or complaint procedure of any kind; and (iii) any and all Claims based on or  arising out of or related to Executive’s recruitment by, employment with, the termination of Executive  employment with, of Executive’s performance of any service in any capacity for, or any business transaction  with, each or any of the Releasees (collectively, the “Released Claims”). Executive also hereby waives any  and all right to personal recovery of money damages or other relief for any of the Claims released by this  Section 11. Executive hereby represents and warrants that he has not assigned any claim to any third party.  c. Notwithstanding the foregoing, Executive does not waive, and Released Claims shall not  include: (i) any rights, Claims or protections that Executive may have under this Agreement (including  





 






  Page 8 of 14    Page 8 of 14   pursuant to Section 3); (ii) any rights, Claims, and protections based on any cause, matter, thing, or event  arising or occurring at any time after Executive signs this Agreement; (iii) Executive’s rights, Claims, and  protections, if any, to vested or guaranteed benefits under the Company’s qualified and non-qualified  benefit plans; (iv) any rights, Claims, or protections Executive may have under the applicable terms of such  policy or plan to convert his existing coverage under any group life, disability, and/or accidental death and  dismemberment plan offered by the Company; (v) any rights, Claims, or protections Executive may have  to continuation of group health, dental, or vision insurance as provided by the Consolidated Omnibus  Budget Reconciliation Act of 1985 (“COBRA”), as amended by the Health Insurance Portability and  Accountability Act of 1996 and the American Recovery and Reinvestment Act of 2009; (vi) any rights,  Claims, or protections Executive has, had, or may have under Article V of the Amended and Restated Articles  of Incorporation of Owens & Minor, Inc. (“Articles of Incorporation”), including the indemnification and  advancement provisions contained therein, as of the Effective Date of this Agreement; (vii) any rights,  Claims, or protections Executive has, had, or may have under any policy or contract of indemnification,  liability or other type of insurance, or other undertaking from and/or against any Claims asserted, liability  incurred, or proceeding initiated or maintained against Executive arising from, related or pertaining to, or  serving as its basis or their bases, Executive’s capacity as an officer of the Company or his alleged acts,  omissions, or inaction in such capacity, the foregoing being without regard to whether the Company has,  had, or may have the power or obligation to indemnify Executive or provide advancements against such  liability under Article V of the Articles of Incorporation; (viii) rights, Claims, or protections that Executive  may have arising under the ADEA, or the Older Workers Benefit Protection Act of 1990, which amends the  ADEA, after Executive signs this Agreement; or (ix) any rights, Claims or protections that Executive, by law,  is prohibited from releasing under this Agreement.  d. Notwithstanding any provision of this Agreement to the contrary, O&M reaffirms and  restates its obligations to Executive under Article V of its Articles of Incorporation, amended and current  as of the Separation Date, including the indemnification and advancement provisions contained therein.  In no way limiting the foregoing, and as an inducement to Executive’s acceptance and execution of this  Agreement, O&M acknowledges and agrees that as of the date that it executes this Agreement (i) the  Company’s officers and directors are not aware of any actions, omissions, or inaction by Executive that  would negate Executive’s rights to indemnification and advancements under the Articles of Incorporation  of O&M; and (ii) the Company’s officers and directors are not aware of any actions, omissions, or inaction  by Executive that could give rise to any Claims by O&M or its Related Entities against Executive.  12. No Admission. The offer of this Agreement and the Agreement itself are not an admission, and  shall not be construed to be an admission, by each or any of the Releasees, that the personnel,  employment, termination and any other decisions involving Executive or any conduct or actions at any  time affecting or involving Executive were wrongful, discriminatory, or in any way unlawful or in violation  of any right of Executive; moreover, any such liability or wrongdoing is denied by Executive. Executive shall  not attempt to offer this Agreement or any of its terms as evidence of any liability or wrongdoing by each  or any of the Releasees in any judicial, administrative or other proceeding now pending or hereafter  instituted by any person or entity.  13. Period for Review & Revocation. Executive acknowledges that he has been afforded twenty-one  (21) days after receiving this Agreement, including the Subsequent Release, to consider whether or not to  enter into it. Executive may use as much or as little of this twenty-one (21)-day period as Executive wishes  to decide whether or not to sign this Agreement. Executive may revoke this Agreement within seven (7)  days of signing it by delivering a written notice of revocation to the Company’s General Counsel at 9120  Lockwood Boulevard, Mechanicsville, Virginia 23116. For a revocation to be effective, written notice must  be received no later than the close of business on the seventh (7th) day after Executive signs this  Agreement. If Executive revokes this Agreement, it shall not be effective or enforceable, and the Company  shall not be obligated to provide Executive any benefits hereunder. If Executive has not revoked the  





 






  Page 9 of 14    Page 9 of 14   Agreement, the eighth (8th) day after Executive signs this Agreement shall be the “Effective Date” for  purposes of this Agreement.  14. Encouragement to Consult with an Attorney. The Company has advised Executive to consult an  attorney about this Agreement before signing it. By signing this Agreement, Executive represents that he  has consulted with an attorney about this Agreement or has voluntarily chosen not to do so. Executive  also acknowledges and agrees that the Company is not obligated to pay any of his attorneys’ fees, costs  or expenses relating to this Agreement and that the release in Section 11, above, releases, among other  things, all Claims for attorneys’ fees, costs and expenses. Executive acknowledges that he is signing this  Agreement voluntarily, with full knowledge of the nature and consequences of its terms and without  duress or undue influence by the Company or any other person or entity.  15. No Release of Future Claims. This Agreement does not waive or release any rights or claims that  Executive may have under the ADEA or otherwise which arise after the date that Executive signs this  Agreement. The Parties acknowledge and agree that the decision to end Executive’s employment with the  Company was made prior to Executive signing this Agreement.  16. Taxes. The Company will withhold from any amounts due Executive under this Agreement payroll  deductions as required by law and determined by the Company. Executive understands and acknowledges  that he is responsible for all taxes that he may incur with respect to any of the consideration to be  delivered to him under this Agreement. Notwithstanding any other provision of this Agreement, this  Agreement is intended to comply with Section 409A or an exemption thereunder and it is intended that  any payment or benefit provided hereto that is considered nonqualified deferred compensation subject  to Section 409A of the Code, will be provided and paid in a manner, and at such time and in such form, as  complies with the applicable requirements of Section 409A of the Code or an applicable exemption. Any  payments under this Agreement that may be excluded from Section 409A either as separation pay due to  an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to  the maximum extent possible. Any payments to be made under this Agreement upon the termination of  the Executive’s employment shall only be made if such termination of employment constitutes a  “separation from service” under Section 409A. In no event may Executive, directly or indirectly, designate  the calendar year of any payment under this Agreement. Each installment payment under this Agreement  is intended to be a separate payment for purposes of Section 409A. For purposes of this Agreement, all  rights to payments and benefits hereunder will be treated as rights to a series of separate payments and  benefits to the fullest extent allowable by Section 409A of the Code. Notwithstanding any provision in this  Agreement to the contrary, if any payment or benefit provided for herein would be subject to additional  taxes and interest under Section 409A if Executive’s receipt of such payment or benefit is not delayed until  the earlier of (i) the date of Executive’s death or (ii) the date that is six (6) months after Executive’s  Separation Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be  provided to such Executive (or such Executive’s estate, if applicable) until the Section 409A Payment Date.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits  provided under this Agreement are exempt from, or compliant with, Section 409A and none of the  Releasees shall be liable to Executive in the event any provision of this Agreement fails to comply with, or  be exempt from, Section 409A of the Code.  17. Governing Law. The Company is a global business headquartered in the Richmond metropolitan  area of Virginia, and this contract was made in whole or in part in Virginia. This Agreement shall be  construed and enforced under the laws of the Commonwealth of Virginia, without regard to its conflicts  of law principles.  18. Forum Jurisdiction & Venue. The exclusive forums and venues for any Covered Claim, shall be the  federal courts located in Richmond, Virginia, and the state courts located Henrico County, Virginia (each  a “Chosen Forum” and, collectively, the “Chosen Forums”); provided, however, that the Company may, in  





 






  Page 10 of 14    Page 10 of 14   its sole discretion, choose to bring a Covered Claim in any other court that otherwise would have  jurisdiction over such Covered Claim. Executive expressly and irrevocably consents and submits to the  personal jurisdiction of each Chosen Forum over Executive for any Covered Claim and expressly agrees  that venue for any Covered Claim is appropriate therein. Executive shall not file any Covered Claim in any  forum other than a Chosen Forum and waives any and all objections to the jurisdiction of or venue in a  Chosen Forum for a Covered Claim. A final judgment in any action or proceeding in a Chosen Forum shall  be conclusive and may be enforced in other jurisdictions in accordance with applicable law; provided,  however, that this Section 18 does not affect either Party’s right to appeal a judgment. Executive  acknowledges that Executive has read this Section 18, understands it and has voluntarily agreed to its  terms.  19. Waiver of Jury Trial. Executive knowingly and willfully waives any right he may have under  applicable law to a trial by jury in any dispute or issue arising out of or in any way related to a Covered  Claim.  20. Severability & Reformation.  a. The provisions of this Agreement, including the Protective Covenants, are expressly  intended to be severable and separately enforceable. If any clause or provision of this Agreement is ruled  invalid or limited by any regulatory agency or court of competent jurisdiction, the invalidity of such clause  or provision shall not affect the validity of the other provisions, which provisions shall be enforced to the  fullest extent permitted by law.  b. In the event that a court of competent jurisdiction determines that any provision of the  Protective Covenants is invalid or unenforceable under applicable law by reason of its geographic,  temporal or other scope, or the extent of restriction imposed on Executive’s activity, the court making  such determination shall reduce the applicable scope and/or the extent of restriction by such amount as  is minimally necessary to render such provision, as so amended, valid and enforceable under applicable  law. Notwithstanding the foregoing, should it be determined that the provisions of this Section 20(b) are  impermissible under applicable law then this subsection shall be deemed null and void, and such  determination shall not affect the validity of the remainder of this Agreement.  21. Notices. All notices permitted or required under this Agreement shall be given in writing and  addressed or delivered to the persons specified in this Agreement. Any notice or communication required  hereunder shall be given by hand; FedEx or UPS next-business-day delivery service; registered, certified,  or express United States mail (postage prepaid). The date of receipt of any notice shall be the date the  notice is deemed to have been given. Notices permitted or required hereunder shall be given to the  following individuals:  To the Company:  Owens & Minor, Inc.  Attn: General Counsel  9120 Lockwood Boulevard  Mechanicsville, Virginia 23116  To Executive:  Jeffrey T. Jochims   _______________   _______________    





 






  Page 11 of 14    Page 11 of 14   22. Entire Agreement & Modification. This Agreement (and any restrictive covenant or similar  agreement or arrangement of or binding upon Executive, including any Owens & Minor Leadership  Teammate Agreement he has entered into with O&M, and any award agreements governing Executive’s  Restricted Stock, RSU and PSU awards) contains the entire understanding and agreement of the Parties  regarding the subject matter hereof. The terms of this Agreement are contractual and, except as provided  under Section 20(b) hereof, shall not be deemed to have been altered, modified or in any way changed  by any statements, promises, discussions or agreements not appearing herein. Except as provided under  Section 20(b) hereof, this Agreement may not be modified, amended or altered except by a writing signed  by both the Parties.  23. Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and  any corporation or other entity to which the Company may transfer all or substantially all of its assets or  to which the Company may assign this Agreement. Executive hereby consents to any such assignment  without further notice to or consent from Executive. Executive may not assign this Agreement or any part  hereof without the prior written consent of O&M’s General Counsel.  24. Return of Company Property. Following the Separation Date, Executive will immediately return  to the Company any Company property and all such records without deleting, destroying, or otherwise  damaging the utility of same.  25. Miscellaneous. This Agreement may be executed in one or more counterparts, including by  electronic mail or facsimile, each of which will constitute one and the same instrument, and all executed  copies of this Agreement and facsimiles thereof shall be as legally binding and enforceable as the original.  Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one  Party, but together signed by both Parties hereto. Delivery of a copy of this Agreement bearing an original  or electronic signature by facsimile transmission or by electronic mail in portable document format (PDF)  or similar means of electronic delivery shall have the same effect as physical delivery of the paper  document bearing the original signature. Executive’s obligations under this Agreement shall survive the  termination of Executive’s employment with the Company regardless of the reason and any breach by the  Company of this Agreement or any other obligation of the Company. The waiver by any Party of a breach  of any condition or provision of this Agreement to be performed by the other Party shall not operate or  be construed as a waiver of a similar or dissimilar provision or condition at the same or any prior or  subsequent time. The captions and headings in this Agreement are included for convenience only and  shall not be construed to define or limit any of the provisions contained herein.    [Remainder of Page Intentionally Blank] 





 






  Page 12 of 14    Page 12 of 14   IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties has caused this Executive  Separation Agreement & General Release to be executed either individually or in its entity name by its  duly authorized representative.    BY SIGNING BELOW, EXECUTIVE EXPRESSLY ACKNOWLEDGES THAT EXECUTIVE IS SIGNING THIS  AGREEMENT VOLUNTARILY AND OF HIS OWN FREE WILL, WITH FULL KNOWLEDGE OF THE NATURE AND  CONSEQUENCES OF ITS TERMS. EXECUTIVE HAS READ THIS AGREEMENT CAREFULLY AND  UNDERSTANDS THAT IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.      EXECUTIVE OWENS & MINOR, INC.    /s/ Jeffrey T. Jochims  JEFFREY T. JOCHIMS  Date: 10/10/2022  By:/s/ Nicholas J. Pace   Its: EVP & General Counsel  Date: 10/12/2022  





 






  Page 13 of 14    Page 13 of 14   EXHIBIT A    RELEASE OF CLAIMS    1. On October   , 2022, I entered into that certain Executive Separation Agreement and  General Release (the “Separation Agreement”) with Owens & Minor, Inc. (the “Company”). My  employment with the Company ended on the Separation Date (as defined in the Separation Agreement).  I confirm that, except for the Severance Benefits (as defined in the Separation Agreement), reimbursable  expenses due pursuant to Section 2(b) of the Separation Agreement and the benefits set forth in Section 3  of the Separation Agreement, I have been paid all compensation owed for all hours worked by me for the  Company through the Separation Date. I have received all the leave and leave benefits and protections  for which I was eligible in connection with my employment with the Company, pursuant to the Family and  Medical Leave Act or otherwise, and I have not suffered any on-the-job injury for which I have not already  filed a claim.    2. General Release. In consideration of the Severance Benefits paid or payable pursuant to  Section 3 of the Separation Agreement, I hereby waive and release the Company, its parents, subsidiaries,  predecessors, successors and affiliates, and each of such entities’ officers, directors, employees,  shareholders, managers, members, agents, representatives and assigns (collectively, the “Released  Parties”) from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages, or  obligations of every kind and nature, whether known or unknown, arising at any time prior to and  including the date I sign this Release of Claims (the “Release”). This general release includes, but is not  limited to: (a) all claims directly or indirectly arising out of or in any way connected with my employment  with the Company or the termination of that employment relationship; (b) all claims or demands related  to salary, bonuses, fees, retirement contributions, profit-sharing rights, profit distributions, management  fee income, commissions, carried interest, membership interests, units, options, or any other ownership  or equity interests or equity awards in the Company or any of its affiliated entities, vacation pay, fringe  benefits, expense reimbursements or any other form of compensation or benefit, except claims for  benefits or compensation due to me under the Separation Agreement; (c) all claims pursuant to any  federal, state or local law, statute or cause of action in any jurisdiction, including, but not limited to, the  federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the  federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the Family Medical  Leave Act, the Equal Pay Act, anti-discrimination statutes, tort law, contract law, wrongful discharge,  discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty.  Notwithstanding the foregoing, nothing in this paragraph shall release any of the rights, claims and  protections set forth in Section 11(c) of the Separation Agreement.    3. ADEA Waiver and Release. I am over forty (40) years of age as of the Separation Date and  I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the  ADEA. I acknowledge that the consideration given for this waiver and release is in addition to anything of  value to which I was already entitled. I further acknowledge that I have been advised by this writing, as  required by the ADEA, that: (a) this Release does not apply to any rights or claims that arise after the date  I sign it; (b) I should consult with an attorney before signing this Release; (c) I have been provided at least  twenty-one (21) days to consider this Release; (d) I have seven (7) days after the date I sign this Release  to revoke my acceptance of it (by sending written notice of such revocation to the Company); and (e) this  Release will not be effective until the date upon which this revocation period has expired unexercised,  which, assuming I do not earlier revoke my acceptance of it, will be the eighth (8th) day after I sign this  Release (the “Subsequent Release Effective Date”).    





 






  Page 14 of 14    Page 14 of 14   4. Limitations on Obligations. I understand and agree that this Release is to be broadly  construed, provided that notwithstanding anything contained herein, this Release expressly does not  include a release of any claims that cannot be released by law or under applicable public policy.  Additionally, I understand and agree that nothing in this Release is intended to, or shall, interfere with my  rights under federal, state, or local laws (including, but not limited to, the statutes referenced herein, or  their state or local counterparts) to file or otherwise institute a charge of discrimination, to participate in  a proceeding or investigation with any appropriate federal, state, or local government agency, or to  cooperate with any such agency in its investigation, none of which shall constitute a breach of this Release.  I also acknowledge and agree, however, that I shall not be entitled to any relief, recovery, or monies in  connection with any such claim or proceeding brought against any of the Released Parties, regardless of  who filed or initiated any such complaint, charge or proceeding. Nothing contained in this Release is  designed to prohibit me from disclosing this Release to the EEOC or any other government agency. I  understand that I am free to do so if I choose. I also understand that this Release may not affect the rights  and responsibilities of the EEOC to enforce federal laws or be used to justify interfering with the protected  right of Executive or others to file a charge with the EEOC. Additionally, nothing in this Release shall  prohibit me or others from participating in any investigation or proceeding conducted by the EEOC, the  National Labor Relations Board, the Securities and Exchange Commission or other state or federal agency.    4. Entire Agreement. This Release, together with the Separation Agreement (including any  exhibits thereto), constitutes the complete, final and exclusive embodiment of the entire agreement  between me and the Company with regard to their subject matter, and I am not relying on any promise,  warranty or representation that is not expressly stated therein.    Understood, Accepted and Agreed:      Signature:    Printed Name: JEFFREY T. JOCHIMS  Date: