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                          CONFIDENTIAL EXECUTIVE                SEPARATION AGREEMENT AND GENERAL RELEASE              I am Stuart Morris-Hipkins.  This document represents my Confidential Executive  Separation Agreement and General Release, and I refer to this generally as my “Agreement.” This  document represents the agreement I have reached with Owens & Minor, Inc. (together, with its  subsidiaries and Affiliates, “Owens & Minor” or the “Company” with “Affiliate” defined to mean any  entity in which Owens & Minor, Inc. owns an interest of 50% or greater or which it otherwise  functionally controls) and is a condition precedent to my receipt of separation benefits from Owens &  Minor.  In consideration of the various promises and commitments that I and the Company have made to  each other within this Agreement, and the fact that I and Owens & Minor, Inc. intend to be legally bound,  as of the Effective Date (defined below), I agree to all the terms in this Agreement.  1.    Termination Date.         a.    The parties hereto acknowledge and agree that my employment with the Company              terminated on April 5, 2019 (the “Termination Date”).        b.    I acknowledge and agree that my employment relationship with the Company and my              services as an officer and director of the Company ended on the Termination Date.        c.    I acknowledge that my employment as President, Global Solutions of the Company              terminated effective on the Termination Date, and I resigned my employment and service              from all other officer, director, employee or other positions with the Company.        d.    I acknowledge and represent that during my employment with the Company, to the best              of my knowledge, I abided by Owens & Minor’s Code of Honor - Standards of Conduct              (the “Code”) and that I have reported any material violations of the Code of which I am              aware to the appropriate Company representative.  2.    Accrued Benefits.        a.    I acknowledge and agree that as of the Termination Date, except as otherwise set forth in              this Section 2(a) and Section 3(d) below, the Company shall have no obligation to              continue my coverage under the Company’s medical, dental, life insurance, or other              employee insurance or benefit plans.  Following the Termination Date, I will be eligible              for COBRA coverage to the extent required by applicable law.  I also understand,              however, that my COBRA coverage will be at my sole expense and will be offered at              102% of the full cost of coverage.        b.    I acknowledge and agree that, subject to the Company’s compliance with the terms of              this Section 2 and Section 3, the Company will have paid me in full all accrued salary,              expenses, reimbursements, vacation, sick leave, and other payments to which I may have              been entitled through the Termination Date, and I acknowledge that there are no sums or              other benefits, outside of this Agreement, due or owing to me by the Company.  3.    Severance Benefits.  In consideration of my promises, covenants and agreements set forth in this        Agreement (including but not limited to the covenants regarding Confidentiality, Non-       Competition and Non-Solicitation), the Company shall provide me with the following payments  





 






      and benefits (collectively, the “Severance Benefits”) to which I would not be otherwise entitled in        the absence of this Agreement:        a.    The Company-shall pay me a lump sum in the amount of $419,642.00, less all applicable              tax withholdings. This payment shall be made on the first regularly scheduled Company              payday following either the Effective Date of this Agreement or July 1, 2019, whichever              is later.  I understand and agree that for purposes of this Agreement the 12-month period              immediately following my Termination Date is designated as the “Severance Period.”        b.    I understand and agree that all of my outstanding unvested restricted shares were             forfeited as of the Termination Date.          c.    I understand and agree that all of my outstanding performance share awards were             forfeited as of the Termination Date.        d.    I understand that I have the right to COBRA coverage for up to eighteen (18) months              following the Termination Date or any earlier termination of the continued health/dental              coverage described in Section 2(a) above.  I also understand, however, that my COBRA             coverage will be at my sole expense and will be offered at 102% of the full cost of             coverage.    4.    Covenant to Maintain Confidentiality.        a.    I acknowledge that, during my employment with the Company, I have been exposed to              information that is confidential to the Company (“Confidential Information”).  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 me and not              known to the public, which, if misused or disclosed, could adversely affect the business              of the Company.  Confidential Information includes any such information that I may have              prepared or created during my employment with the Company, as well as such              information that has been or may be created or prepared by others.  Confidential              Information shall not include any information that (i) has been voluntarily disclosed to              the public by the Company, (ii) has been independently developed and disclosed to the              public by others, or (iii) otherwise enters the public domain through lawful means.        b.    I agree that for as long as such information remains confidential to the Company,             including after the Severance Period, or is a trade secret under the Virginia Uniform              Trade Secrets Act, I will not disclose any Confidential Information to any person, agency,              institution, company, or other entity, and I will not use any Confidential Information in              any way, except as required by my duties to the Company or by law.               SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -2- 





 






      c.    I agree that my duties and obligations under this Paragraph 4 will continue for as long as              such information remains confidential to the Company or is a trade secret under the              Virginia Uniform Trade Secrets Act.  In the event that I am unsure whether certain             information remains confidential, I will send the Company a written inquiry about its              confidentiality.  5.    Anti-Piracy.  In this Paragraph 5, I agree not to take the actions identified below.  By making this        commitment, I agree not to take any such actions, either as principal, agent, employee, employer,        owner, stockholder (owning more than 10% of a corporation’s shares), partner, or in any other        individual or representative capacity whatsoever.        a.    Covenant Not to Hire Company Employees.  I agree that, during the Severance Period, I              will not:              i.    hire any officer or other employee of the Company, or solicit or induce any                    officer or other employee of the Company to leave his or her employment;              ii.   encourage or solicit any independent contractor engaged by the Company to                    cease doing business with the Company, cease providing services to the                    Company, or diminish the amount of business done with or services provided to                    the Company; or,              iii.  aid, assist, or otherwise cause any other person, firm, or corporation to do any of                    the acts described in the previous subsections (i) or (ii) of this Paragraph 5(a).        b.    Covenant Not To Interfere With Others.  Independent of the foregoing provisions, I agree              that during the Severance Period:              i.    I will not divert from the Company, interfere with or entice away from the                    Company any person or entity who was a Customer of the Company, and with                    whom I had Material Contact at any time during the last twelve (12) months of                    my employment, if the purpose of such diversion, interference or enticement is to                    provide products or services that are the same as, or similar to, and in                    competition with, the products or services offered by the Company within the last                    twelve (12) months of my employment.  “Material Contact” means that I                    personally communicated with the Customer, either orally or in writing, for the                    purpose of providing products or services of the Company, or about whom I was                    provided non-public information by the Company.  “Customer” means any                    person or entity to whom the Company provided products or services, in                    exchange for compensation, during the last twenty-four (24) months of my                    employment.              ii.   I will not engage in any conduct for the purpose of causing any of the Company’s                    suppliers or manufacturing partners to cease doing business with the Company or                    to diminish the volume of business they do with the Company; provided that said                    suppliers or manufacturing partners conducted business with the Company at any                    time during the twelve (12) month period immediately preceding the Termination                    Date; or,              iii.  aid, assist, or otherwise cause any other person, firm, or corporation to do any of                    the acts described in the previous subsections (i) or (ii) of this Paragraph 5(b).               SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -3- 





 






6.    Covenant Not To Compete.        a.    Subject to the specifics provided below, I agree that during the Severance Period I will              not compete with the Company by providing “Competitive Services” to a “Prohibited              Business.” The term “Competitive Services” shall mean services (whether as an              employee, a consultant or otherwise and regardless of job title or name of the              organizational unit) that are the same or similar to the duties or services that I performed              for or provided to the Company during the last twelve (12) months of my employment.               The term “Prohibited Business” means any healthcare supply chain services company,              healthcare distribution company, manufacturer or distributor of clinical minor procedure              kits and trays, or other company which is a competitor of the Company and provides              products or services that are similar or identical to those offered by the Company within              the last twelve (12) months of my employment.  Such Prohibited Businesses specifically              include, but are not limited to, Cardinal Health, Inc., and its subsidiaries and affiliates;             and Medline Industries, Inc., and its subsidiaries and affiliates; and any company engaged              in any awardee convener or similar business that is competitive with the business of              Fusion 5 Inc.        b.    Because the Company’s business competes throughout the United States, and in view of              the officer and senior management position that I held with the Company, I agree that the              obligations described in this Paragraph 6 and its subparagraphs will apply throughout the              United States.  I understand and agree that nothing in this Paragraph 6 shall prevent me              from performing activities for or on behalf of a Prohibited Business that are not the same              as or similar to the activities I performed for the Company.  I also understand that nothing              in this provision shall prevent my purchase or ownership of less than 2% of the securities              of any class of any enterprise (but without otherwise participating in the activities of such              enterprise) if such securities are listed on any national or regional securities exchange or              have been registered under Section 12(g) of the Securities Exchange Act of 1934,              whether or not such enterprise is engaged in a Prohibited Business.        c.    I understand that during the Severance Period I may engage in any business activity or              gainful employment of any type and in any place except as described above.  I              acknowledge that I will be reasonably able to earn a livelihood without violating the              terms of this Agreement.  7.    Return of Company Property.  I have delivered to the Company all Company property in my        possession, including all documents, computers, computer tapes, disks and any other media (and        all copies thereof) that belong to or were provided by the Company and/or contain information        related to the business of the Company.  8.    Non-disparagement.          a.    I agree that I shall not make or cause any other person or entity to make any statement or              take any action that criticizes or disparages 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 that it shall direct its officers and directors not to communicate any comments to              any person that may reasonably be interpreted as disparaging of me. For purposes of this              Agreement, “disparaging” is defined to mean critical, derogatory, deprecating, detracting,                 SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -4- 





 






            or pejorative, or that would be harmful to or impugn the business, professional, or              personal reputation or integrity of another.         b.    In response to requests for references regarding my employment, the Company will              respond only by confirming my dates of employment and positions held with the              Company, and providing a statement that I left the Company to pursue other professional              opportunities.  In addition, the Company agrees that, if necessary upon inquiry, it will              represent that the termination of my employment with the Company was not for cause.  9.    Permitted Disclosure.  I understand and acknowledge that nothing in this Agreement shall        prohibit or impede me from communicating, cooperating or filing a complaint with any U.S.        federal, state or local governmental or law enforcement branch, agency or entity (collectively, 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.  I also understand        and acknowledge 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 (i) 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 (ii) in a complaint or other document filed in a        lawsuit or other proceeding, if such filing is made under seal.  I understand and acknowledge        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 I be authorized to        disclose any information covered by attorney-client privilege or attorney work product of        Company or any of its affiliates or subsidiaries without prior written consent of Company’s        General Counsel or other officer designated by the Company. Similarly, I understand and        acknowledge that nothing in this Agreement shall prohibit or impede the Company from making        any disclosures required by law.  10.   Remedies. I understand that the foregoing protective covenants in Paragraphs 4, 5, 6, 7 and 8 are        material to the Company’s decision to offer me the Severance Benefits.  I have carefully read and        considered these protective covenants and agree that they are fair and reasonable.  I also        understand that if I materially breach this Agreement, the Company would have the right to cease        payment of any Severance Benefits otherwise payable hereunder and that I would be obligated to        repay to the Company the gross amount of any Severance Benefits that I had received under this        Agreement.  I further agree that in any action arising out of this Agreement, including any claims        or counterclaims brought by the Company to enforce its terms, the prevailing party in such action        shall be entitled to recover its attorneys’ fees and costs.  11.   Releases.         a.    In this Agreement I use the term “Releasee” and “Releasees.” The term “Releasee” and              Releasees” means the Company and any and all of their boards, 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, though, under or in contract with any of them.                SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -5- 





 






b.    I also use the term “Claims” in this Agreement.  Except as specifically provided below,        the term “Claims” means each and every claim, complaint, cause of action, grievance,        demand, controversy, allegation, or accusation, whether known or unknown, that is based        on or otherwise related to (1) any promise, assurance, contract, representation, obligation,       guarantee, warranty, liability, right, agreement and commitment of any kind, whether        known or unknown, or (2) any forms or theories 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 filed with any government agency charged        with enforcement of any law, including but not limited to a charge of discrimination with        the Equal Employment Opportunity Commission (“EEOC”), or any claims that cannot be        waived or released by law.  Thus, this Agreement does not preclude me from filing a        charge or participating in an investigation with the EEOC or other governmental agency.  c.    In partial consideration for the Severance Benefits, and subject to the limited exclusions        and limitations set forth below and in Section 13 of this Agreement, I hereby irrevocably        release and forever discharge all Releasees from any and all Claims that I, or anyone on        my behalf ever had or now has against any and all of the Releasees, or which I, or any of        my 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 my birth to the date that I have        signed this Agreement.  I acknowledge and agree that the Claims released in this        paragraph include, but are not limited to, (a) 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, the Americans with Disabilities Act; the Civil Rights Act of 1991; the        Employee Retirement Income Security Act; the Equal Pay Act; the Genetic Information        Non-discrimination Act; the Family and Medical Leave Act; Section 1981 of the Civil        Rights Act of 1866; Title VII of the Civil Rights Act of 1964; the Fair Credit Reporting        Act; the Worker Adjustment and Retraining Notification Act; the Genetic Information        Nondiscrimination Act; the Immigration Reform and Control Act, or the Virginia Human        Rights Act; the Virginians with Disabilities Act; the Virginia Equal Pay Act; the Virginia        Genetic Testing Law; the Virginia Occupational Safety and Health Act; the Virginia        Minimum Wage Act; the Virginia Payment of Wage Law; and/or the Virginia Right to        Work Law; (b) any and all Claims under any grievance or complaint procedure of any        kind; and (c) any and all Claims based on or arising out of or related to my recruitment        by, employment with, the termination of my employment with, my performance of any        service in any capacity for, or any business transaction with, each or any of the Releasees,        as well as any and all Claims based on or related to compensation, equity, shares, stock,       or any other benefit of any kind arising from my employment or termination of        employment with the Company, including those reflected in any Officer Severance        Policy, Executive Severance Agreement, and/or any agreement concerning equity, stock,        or shares (collectively, the “Released Claims”).  I also hereby waive any and all right to        personal recovery of money damages or other relief from any Releasee for any of the        Claims released by this Section 11. I hereby represent and warrant that I have not        assigned any claim to any third party.  d.    Notwithstanding the foregoing, I do not waive, and “Released Claims” shall not include,        any rights I may have to seek to enforce the terms of this Agreement.  I also do not        waive, and “Released Claims” does not include, any rights or claims: (i) based on any        cause, matter, thing, or event arising or occurring at any time after I sign this Agreement;          SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                -6- 





 






            (ii) my right, if any, to payment of vested qualified retirement benefits under the              Company’s ERISA plans; (iii) under my right to continuation in the Company’s medical              plans as provided by COBRA; (iv) under my right to indemnification (including advances              of attorneys’ fees and expenses) for acts or omissions occurring during my service as an              officer and director to the maximum extent permitted under the Company charter, bylaws              and applicable law; or (v) under applicable Company directors and officers liability              insurance.  12.   Specific Release and Waiver of ADEA Claims.  In further consideration for the payments and        benefits to be provided to me as set forth in this Agreement, I hereby waive, release, and        discharge all Claims available against the Company under the Age Discrimination in        Employment Act (“ADEA”) and the Older Workers Benefit Protection Act, whether known or        unknown, from the date of my birth to the date that I have signed this Agreement.  By signing this        Agreement, I acknowledge and confirm that:        a.    I have read this Agreement in its entirety and understand all of its terms;        b.    By this Agreement, the Company has advised me in writing to consult with an attorney              and I have consulted with such attorney regarding this Agreement before signing it;        c.    I am signing this Agreement knowingly, freely, and voluntarily in order to release my             claims against the Company;         d.    I am signing this Agreement in exchange for payments that are greater than I would              otherwise have received and that are in addition to anything of value to which I am             otherwise entitled;        e.    I was given at least twenty-one (21) days to consider the terms of this Agreement and             consult with an attorney of my choice, although I may sign this Agreement sooner if I             desire, provided, however, that changes to this Agreement before its execution, whether              material or immaterial, do not restart the twenty-one (21) day period for me to review the              Agreement;        f.    I have seven (7) days from the date I sign this Agreement to revoke the Agreement by              delivering written notice of such revocation to the Company in the manner described in              Paragraph 16 of this Agreement, below.  13.   Limitations on Covenants and Obligations.  I understand and agree that this Agreement is to be        broadly construed, provided that notwithstanding anything contained herein, this Agreement        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 Agreement is        intended to, or shall, interfere with my rights under federal, state, or local civil rights or        employment discrimination laws (including, but not limited to, the statutes referenced in Sections        11 and 12, above, or their state or local counterparts) to file or otherwise institute a charge of        discrimination, to participate in a proceeding with any appropriate federal, state, or local        government agency enforcing discrimination laws, or to cooperate with any such agency in its        investigation, none of which shall constitute a breach of this Agreement.  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 Releasees, regardless of who filed or        initiated any such complaint, charge or proceeding.  Nothing contained in this Agreement,        including, but not limited to Section 4, is designed to prohibit me from disclosing this Agreement                SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -7- 





 






      to the EEOC or any other government agency.  I understand that I am free to do so if I choose.  I        also understands that this Agreement 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 myself or others to        file a charge with the EEOC.  Additionally, nothing in this Agreement 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, and        nothing herein shell be construed to limit or restrict my “Section 7” rights under the National        Labor Relations Act.  14.   No Admission. I agree that 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 me or any conduct or        actions at any time effecting or involving me were wrongful, discriminatory, or in any way        unlawful or in violation of any right of mine; moreover, any such liability or wrongdoing is        denied by me.  I 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.  15.   Taxes.  I also acknowledge and agree that, as applicable, the Company will withhold from the        Severance Benefits payroll deductions for taxes, such as my federal taxes, FICA, Medicare, as        well as any state and local taxes and unemployment compensation, etc.  These amounts shall be        determined by the Company.  I also understand that I am responsible for all taxes that I may incur        with respect to any of the consideration to be delivered to me under this Agreement.  16.   Revocation.  As set forth in Paragraph 12 of this Agreement, above, I understand that I have        twenty-one (21) days from today to accept this Agreement by signing it and returning it to the        Company, and that the Company will not withdraw or revoke its severance offer before that        twenty-one (21) day-period is up; I further understand that I also have within seven (7) days of        my signing this Agreement and returning it to the Company to change my mind and revoke this        Agreement by sending or otherwise giving written notice of revocation to the Company’s Senior        Vice President, Human Resources at 9120 Lockwood Boulevard, Mechanicsville, VA 23116.  If I        do not revoke this Agreement by the end of the seventh (7th) day, the next day following shall be        the “Effective Date.”  17.   Governing Law; Arbitration. I agree that this Agreement shell in all respects be governed by        and interpreted under and in accordance with the laws of the Commonwealth of Virginia without        regard to any otherwise applicable principles of conflicts of law or choice of law rules (whether        of the Commonwealth of Virginia or any other jurisdiction) that would result in the application of        the substantive or procedural laws or rules of any other jurisdiction.  Any claim or controversy        arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in        accordance with the employment law-related rules of the American Arbitration Association, as        applicable, and judgment on the award rendered by the arbitrator(s) may be entered in any court        having jurisdiction thereof.  The arbitration of any such claim or controversy shall take place in        Richmond, Virginia.  Notwithstanding the foregoing, any claim for temporary equitable relief in        the form of a temporary restraining order or preliminary injunction or any other temporary        equitable remedy which may then be available in aid of arbitration may be resolved in any        appropriate judicial forum.  18.   Entire Agreement. I intend to have this Agreement constitute a complete and final agreement        and I intend this Agreement to supersede and replace all prior or contemporaneous agreements,        negotiations, or discussions relating to the subject matter of this Agreement, if any.               SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -8- 





 






19.   Validity.  I agree that the invalidation of any provision of this Agreement shall not invalidate the        entire Agreement.  20.   Amendments Must Be in Writing and Signed; Waiver.  I agree that no provision of this        Agreement may be amended, modified, waived or discharged unless such amendment, waiver,        modification or discharge is agreed to in writing and signed by me and the Company.  I further        agree that no waiver by either party hereto at any time of any breach or failure to enforce that        party’s rights with respect to any such breach by the other party hereto of, or compliance with,        any condition or provision of this Agreement to be performed by such other party shall be        deemed a waiver of any similar or dissimilar provisions or conditions at the same or any prior or        subsequent time.  21.   Assignments.  This Agreement may and shall be assigned or transferred to, and shall be binding        upon and shall inure to the benefit of, any successor or other assign of the Company.  I        acknowledge and agree that I may not assign this Agreement.  22.   Counsel.         a.    I acknowledge that I have been advised by the Company to consult with an attorney              before signing this Agreement.        b.    I also acknowledge and agree that the Company is not obligated to pay my 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.        c.    I acknowledge that I am 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.  23.   JURY TRIAL.  BY EXECUTING THIS AGREEMENT,  I HEREBY KNOWINGLY AND        WILLINGLY WAIVE ANY RIGHT I MAY HAVE UNDER APPLICABLE LAW TO A        TRIAL BY JURY IN ANY DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO        THIS AGREEMENT.  24.   409A. Notwithstanding any other provision of this Agreement, it is intended that any payment or        benefit provided hereto that is considered nonqualified deferred compensation subject to Section        409A of the Internal Revenue Code of 1986, as amended (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, and this Agreement shall be interpreted in accordance with such        intent.  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 other provision of this Agreement, however,        none of the Releasees shall be liable to you in the event any provision of this Agreement fails to        comply with, or be exempt from, Section 409A of the Code.  25.   Knowing and Voluntary.  BY SIGNING BELOW, I EXPRESSLY ACKNOWLEDGE THAT I        AM SIGNING THIS AGREEMENT VOLUNTARILY AND OF MY OWN FREE WILL,        WITH FULL KNOWLEDGE OF THE NATURE AND CONSEQUENCES OF ITS TERMS.  I        HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND THAT IT        CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.                SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -9- 





 






26.   Severability.  In the event that any provision of this Agreement becomes or is declared by an       arbitrator or a court of competent jurisdiction to be illegal, unenforceable, or void, the parties       intend for the such provision to be enforced to the fullest extent permitted under law, and the       remainder of the Agreement shall continue in full force and effect without regard to such       provision determined to be illegal, unenforceable, or void.  27.   Counterparts.  Finally, I agree that all executed copies of this Agreement (including by       facsimile), and any photo-copies shall have the same force and effect and shall be as legally      binding and enforceable as the original.             IN WITNESS WHEREOF, the parties have executed this Confidential Executive  Separation Agreement and General Release as of the day and year indicated below.         Accepted By:        Stuart Morris-Hipkins        Owens & Minor, Inc.        Signature:                   Signature:        Date:                        Name: Nicholas J. Pace                                     Title:  Executive VP & General Counsel                                     Date:  June 26, 2019                SEPARATION AGREEMENT AND GENERAL RELEASE - Confidential                                      -10-