10.2      Form of Annual Executive Incentive Program






                                         Exhibit 10.2


OWENS & MINOR, INC.
[20__] EXECUTIVE INCENTIVE PROGRAM


1.    PURPOSE    


        The purpose of the Owens & Minor, Inc. [20__] Executive Incentive Program (the “Program”) is to permit Owens & Minor, Inc. and its Subsidiaries (the “Company”) to provide awards of annual incentive compensation which satisfy the requirements for “performance-based compensation” under Section 162(m) of the Internal Revenue Code.  This Program evidences the terms and conditions of “Incentive Awards” granted under and pursuant to the terms of the Owens & Minor, Inc. 2005 Stock Incentive Plan.  This Program and the Awards granted hereunder shall be administered in accordance with the terms of the Owens & Minor, Inc. 2005 Stock Incentive Plan.


2.    DEFINITIONS    


"[20__] COMPANY DILUTED EPS" shall mean, for the Performance Period, the Company's net income per diluted common share as presented in the Company's consolidated audited income statement for the Performance Period, adjusted to eliminate or exclude the after-tax effects of unusual or non-recurring items, including but not limited to, the effect of accounting and/or tax changes;  tangible and intangible asset impairment charges; fees, expenses and charges associated with debt and/or equity financing transactions and merger and acquisition activity (including the purchase or sale of a business unit or its assets); gains/losses from asset sales not made in the ordinary course of business; retirement plan gains/losses; and gains/losses or charges associated with material litigation, regulatory, tax or insurance settlements.  Adjustments to the Company’s net income per diluted common share for purposes of determining any Award earned hereunder shall be taken into account only to the extent that they are separately identified or quantified in the Company’s consolidated audited financial statements, the notes to the consolidated financial statements, “Management’s Discussion and Analysis” in the Company’s [20__] Annual Report on Form 10-K or in other Company filings with the Securities and Exchange Commission.


"[20__] COMPANY NET INCOME " shall mean, for the Performance Period, the Company's Net Income as presented in the Company's consolidated audited income statement for the Performance Period, adjusted to eliminate or exclude the after-tax effects of unusual or non-recurring items, including but not limited to, the effect of accounting and/or tax changes;  tangible and intangible asset impairment charges; fees, expenses and charges associated with debt and/or equity financing transactions and merger and acquisition activity (including the purchase or sale of a business unit or its assets); gains/losses from asset sales not made in the ordinary course of business; retirement plan gains/losses; and gains/losses or charges associated with material litigation, regulatory, tax or insurance settlements.  Adjustments to the Company’s Net Income for purposes of determining any Award earned hereunder shall be taken into account only to the extent that they are separately identified or quantified in the Company’s consolidated audited financial statements, the notes to the consolidated financial statements, “Management’s Discussion and Analysis” in the Company’s [20__] Annual Report on Form 10-K or in other Company filings with the Securities and Exchange Commission.  


           “[20__] COMPANY NET REVENUE” shall mean, for the Performance Period, the Company’s Net Revenue as reported in the Company’s consolidated income statement for the Performance Period, adjusted to include (to the extent not already included) any revenue relating to unusual or non-recurring items, including but not limited to, merger and acquisition activity; revenue associated with material litigation or insurance settlements. 


    
        “[20__] COMPANY RETURN ON AVERAGE ASSETS” shall mean [20__] Company Net Income divided by the Company’s average total assets (calculated by averaging the Company’s total assets as of each month-end during the Performance Period).  


            "AWARD" shall mean an Incentive Award (as defined under the Stock Plan) that entitles the Participant to a 









cash payment in accordance with, and subject to, the terms of this Program.


            "BOARD" shall mean the Board of Directors of the Company.


            "CODE" shall mean the Internal Revenue Code of 1986, as amended.


            "COMMITTEE" shall mean the Compensation & Benefits Committee of the Board or any subcommittee thereof which meets the requirements of Section 162(m)(4)(C) of the Code.


            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.


            "PARTICIPANT" shall mean each individual serving in one of the positions of the Company identified in Annex A hereto.


            "PERFORMANCE PERIOD" shall mean the Company's [20__] fiscal year.


            “PRIMARY PERFORMANCE GOAL” shall mean [20__] Company Diluted EPS.  


            "PROGRAM" shall mean this Owens & Minor, Inc. [20__] Executive Incentive Program, as amended from time to time.


            “QUALITATIVE PERFORMANCE FACTOR” shall mean, with respect to each Participant, an assessment of his or her job performance based on qualitative measurements such as strength of leadership, goal implementation, strategic focus, overall management skills and other measurements as determined by the Committee in its sole discretion. 


            “SECONDARY PERFORMANCE GOAL” shall mean each of [20__] Company Net Income, [20__] Company Net Revenue, [20__] Company Return on Average Assets and the Qualitative Performance Factor.


            "STOCK PLAN" shall mean the Owens & Minor, Inc. 2005 Stock Incentive Plan and/or any prior and successor stock plans adopted or assumed by the Company.


            "SUBSIDIARY" shall mean any entity that is directly or indirectly controlled by the Company or any entity, in which the Company has at least a 50% equity interest.


3.    ADMINISTRATION    


(a)  Subject to subsection (b) below, the Program shall be administered by the Committee, which shall have full authority to interpret and amend the Program, to establish rules and regulations relating to the operation of the Program, to select Participants, to determine the maximum Awards and the amounts of any Awards and to make all determinations and take all other actions necessary or appropriate for the proper administration of the Program. Before any payments are made under the Program, the Committee shall certify in writing as to the achievement of the Primary Performance Goal and each Secondary Performance Goal.  The Committee's interpretation of the Program, and all actions taken within the scope of its authority, shall be final and binding on the Company, its stockholders and Participants and their respective successors and assigns. 


          (b)  This Program is intended to comply, both by its terms and in its operation, with Section 162(m) and other provisions of the Code in order to make it as tax-efficient for the Company as possible.  Accordingly, any modifications to the Primary Performance Goal or any Secondary Performance Goal that would increase the amount of any Award shall be made by the Committee prior to March 31, [20__] and the identification of any unusual, non-recurring or discretionary adjustments to the Primary Performance Goal or any Secondary Performance Goal shall be made by the Committee on or before the last day of the Performance Period.


       











4.    DETERMINATION OF AWARDS    
        
(a)    Each Participant is hereby granted an Award that, contingent upon achievement of the Primary Performance Goal, will entitle the Participant to receive a cash payment calculated as provided in Annex A hereto under “Primary Performance Goal--Award Amount,” subject to reduction as specified in subsection (b) below.  


(b)    If the Primary Performance Goal is achieved, the Award Amount provided in Annex A for any Participant shall be reduced (but not increased) based on the achievement of the Secondary Performance Goals specified on Annex A (and relative to the weights assigned to them).  Set forth on Annex A hereto are the following:  (i) the goal levels established for each [20__] Secondary Performance Goal and (ii) the weight attributable to each [20__] Secondary Performance Goal.  


(c)    Following the end of the Performance Period, the Committee shall certify as to the achievement of the Primary Performance Goal and each Secondary Performance Goal as specified herein and shall calculate the applicable award amount for each Participant, if any.  Notwithstanding the foregoing, the Committee may make any adjustments in its discretion that would reduce the amount paid for any Award earned hereunder. 


 5.    PAYMENT OF AWARDS    
     
Except as provided in the Stock Plan in the event of a Change in Control (as defined under the Stock Plan), a Participant will receive all or part of the amount payable under an Award, only if the Committee certifies that the applicable Primary Performance Goal has been achieved and then only to the extent that the Secondary Performance Goals have been achieved.  In addition, a Participant will receive the amount payable under an Award only if the Participant is employed on the last day of the Performance Period; provided, however, that if the Primary Performance Goal is achieved, the Committee, in its discretion, may determine to make a pro rata payment of an Award for a Participant who is not employed on the last day of the Performance Period in accordance with the Company’s executive severance policy.  All Awards earned shall be paid in cash in a lump sum no later than March 15, [20__].


 6.    RECOUPMENT POLICY 


Notwithstanding any other provision in this Agreement to the contrary, any Award under this Program is subject to recoupment by the Company in accordance with the Company’s Policy on Recoupment of Executive Incentive Compensation in effect on the date of this Agreement, as such policy is interpreted and applied by the Company’s board of directors.  


7.    OTHER PROVISIONS    


            (a)   Neither the establishment of this Program, nor any action taken hereunder, shall be construed as giving any Participant any right to be retained in the employ of the Company. Nothing contained in this Program shall limit the ability of the Company to make payments or awards to Participants under any other plan, agreement or arrangement.


            (b)  The rights and benefits of a Participant hereunder are personal to the Participant and, except for payments made following a Participant's death, shall not be subject to any voluntary or involuntary alienation, assignment, pledge, transfer, encumbrance, attachment, garnishment or other disposition.


            (c)  Awards under this Program shall not constitute compensation for the purpose of determining participation or benefits under any other plan of the Company unless specifically included as compensation in such plan.


            (d)  The Company shall have the right to deduct from Awards any taxes or other amounts required to be withheld by law.











            (e)  All questions pertaining to the construction, regulation, validity and effect of the provisions of the Program shall be determined in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflict of laws.


            (f)    If any provision of this Program would cause Awards not to constitute "qualified performance-based compensation" under Section 162(m) of the Code, that provision shall be severed from, and shall be deemed not to be a part of, the Program, but the other provisions hereof shall remain in full force and effect.


            (g)  No member of the Committee or the Board, and no officer, employee or agent of the Company shall be liable for any act or action hereunder, whether of commission or omission, taken by any other member, or by any officer, agent, or employee, or, except in circumstances involving bad faith, for anything done or omitted to be done in the administration of the Program.


8.    EFFECTIVE DATE    


        The Program shall be effective as of January 1, [20__].                                        



















































































Annex A


OWENS & MINOR [20__] EXECUTIVE INCENTIVE PROGRAM


AWARD OPPORTUNITY


	
		
	Position
	Cash Target as a 
Percentage of Base Salary

	Chairman and CEO
	75%

	President & COO and Executive Vice President (Grade X2) or 
Senior Vice President (Grade X3)  
	50%

	Senior Vice President  (Grade X4)
	40%

	Vice President (Grade X5)
	35%








PRIMARY PERFORMANCE GOAL




	
		
	[20__] Company Diluted EPS (1)
	Award Amount (2)

	$
	2X (Cash Target x Base Salary)

	 
	 






		
	(1)
	No awards shall be made under this program if the Primary Performance Goal is not achieved.


		
	(2)
	The Award Amount is subject to reduction based on the level of actual achievement by the Participant of the Secondary Performance Goals described below. 












SECONDARY PERFORMANCE GOALS AND WEIGHTS


	
					
	Position
	[20__] Company
Net Revenue
	[20__] Company
Net Income
	[20__] Company
 Return on Average Assets 
	



Qualitative 
Performance Factor

	All above positions 
	20%
	40%
	20%
	20%





































SECONDARY PERFORMANCE GOAL LEVELS


	
					
	Achievement Level (1)
	[20__] Company
Net Revenue
(thousands)
	[20__] Company
Net Income 
(thousands)
	[20__] Company Return on Average Assets (%)
	Qualitative Performance Factor

	200% (Maximum)
	$
	$
	%
	Based on qualitative assessment of performance by Committee

	100% (Target)
	$
	$
	%
	Based on qualitative assessment of performance by Committee

	25% ( Threshold )
	$
	$
	%
	Based on qualitative assessment of performance by Committee






		
	(1)
	If a [20__] Performance Goal (other than the Qualitative Performance Factor) is achieved at a level between Threshold and Target or Target and Maximum, then the amount of the Award will be determined based on a straight line interpolation of achievement levels between the Threshold and Target or the Target and Maximum, as applicable.  Achievement levels of the Qualitative Performance Factor shall be determined for each Participant by the Committee in its sole discretion.