Owens & Minor, Inc. Officer Severance Policy Terms



 Exhibit 10.1 
  
 OWENS & MINOR, INC. 
 Officer Severance Policy Terms 
  

			
	 Provisions

	  	 Descriptions


	Purpose	  	Establish a formal executive severance policy in lieu of the Company’s general severance policy for officers of Owens & Minor, Inc. that provides more appropriate and competitive levels
of severance and eliminates the need for negotiated additional severance amounts
		
	Severance Event	  	Involuntary termination not for cause or resignation at the request of the Company
		
	Severance Payment	  	 One month of salary plus average monthly bonus for each year of service, subject to minimums and maximums as follows:
  
 •      SVPs and
above: 9-month minimum and 18-month maximum
  
 •      VPs: 6-month minimum and 12-month maximum
  
 Average monthly bonus is lower of actual amount earned over last three completed years or target

		
	 Pay for Year of
 Termination
	  	Base salary through termination date and pro rata bonus following year-end based on actual corporate performance and number of months worked during the year
		
	Timing of Payments	  	 Lump sum paid within 30 days of termination date
  
 •      Unless payment is deemed deferred compensation subject to IRC Section 409A and the
officer is then a “specified employee” as defined in Section 409A, in which case payment will be delayed for 6 months after date of termination

		
	Equity Awards	  	 According to the respective award agreements
  
 •      Pre-April 2005 option awards:
  
 •      Unvested
options forfeited, unless participant is over age 55 with more than 10 years’ service, in which case vesting accelerates with a two-year exercise period
  
 •      Vested options have a one year exercise period










			
	 Provisions

	  	 Descriptions


	 	  	 •      Pre-April 2005 restricted stock awards:
  
 •      Pro rata
monthly vesting

		
	 Equity Awards
 (cont’d)
	  	  
 •      Post-April 2005 option awards:
  
 •      No vesting acceleration
  
 •      Vested options have a one-year exercise period

 
 •      Post-April 2005 restricted stock awards:
  
 •      Pro rata monthly vesting

		
	 Health and Welfare
 Benefits
	  	Continued in similar manner as active employees for the severance period (i.e., benefits are continued through end of last month of severance with COBRA eligibility thereafter) or until
alternate employment
		
	Retirement Benefits	  	No additional age, service or pay credit provided
		
	Prerequisites	  	 The following prerequisites will be provided during the severance period or until alternate employment:
  
 •      Outplacement services provided by the company (6 months maximum)
  
 •      Tax preparation and financial counseling consistent with benefits provided to actively
employed corporate officers

		
	Restrictive Covenants	  	 Non-compete, non-solicitation (employees and customers) and non-interference apply for the greater of the severance period or one year;
confidentiality applies indefinitely
  
 •      Violation of any one of the restrictive covenants will cause forfeiture of unexercised options, cessation of benefits and perquisites and possible legal action by the Company
  
 Release from claims against the Company arising out of employment










			
	 Provisions

	  	 Descriptions


	Dispute Resolution	  	 Arbitration
  
 •      Reasonable legal fees if separated officer prevails in arbitration proceeding to
enforce severance rights