Exhibit 10.14
AMENDED AND RESTATED
OWENS & MINOR, INC.
MANAGEMENT EQUITY OWNERSHIP
PROGRAM AND
STOCK OWNERSHIP REWARDS
PROGRAM
SECTION I.
DEFINITIONS
1.1 Annual Bonus
means the cash portion of any
Incentive Award.
1.2 Base Salary
means the annual salary paid by the
Company to a Participant for performance of his or her job
excluding any benefits, Incentive Awards, bonuses or any component
of pay other than the base amount.
1.3 Board means the Board of Directors of the
Company.
1.4 Business Day
means any day on which the New York
Stock Exchange is open and the Common Stock is traded.
1.5 Committee
means the Compensation &
Benefits Committee of the Board or any successor
committee.
1.6 Common Stock
means the Common Stock, $2.00 par
value, of Owens & Minor, Inc.
1.7 Company
means Owens & Minor, Inc.,
including its Subsidiaries.
1.8 Equity Ownership
Dividend means the Tier
One Equity Ownership Dividend and/or the Tier Two Equity Ownership
Dividend, as applicable.
1.9 Fair Market Value
means, as of any given date, the
closing price of a share of Common Stock as reported on the New
York Stock Exchange composite tape as of such date, or if the
Common Stock was not traded on the New York Stock Exchange on such
day, then on the next preceding day that the Common Stock was
traded on such exchange, all as reported by such source as the
Committee may select.
1.10 Fourth Quarter Fair Market
Value means the greater
of (i) the average Fair Market Value of a share of Common
Stock for all trading days during the fourth quarter of the
calendar year for which the value is calculated or (ii) the
Fair Market Value on the last day in such fourth quarter that a
Participant is able to purchase shares of Common Stock under the
“Section 16 window period” policy set forth in the
Company’s Section 16 Compliance Program.
1.11 Incentive Award
means an award under the Stock
Incentive Plan (or any successor plan) approved by the Committee
which entitles the recipient to shares of Common Stock, cash or a
combination of Common Stock and cash.
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1.12 Interim Stock Ownership
Requirement shall have
the meaning specified in subsection 3.2 hereof.
1.13 Own or Owns means, with respect to shares of
Common Stock, shares of which the Participant is the beneficial
owner within the meaning of Rule 16a-1(2) under the Securities
Exchange Act of 1934, as amended, but excluding any options to
purchase shares of Common Stock. Shares of Common Stock of which a
Participant is the beneficial owner will include, by way of
example, (i) shares, whether registered in the owner’s
name or in nominee name, which are owned by the Participant, his
spouse or any member of his immediate family living in his
household, (ii) shares held by the Participant in or through
any benefit plan of the Company, (iii) shares of restricted
stock (including Restricted Stock awarded under this Program) and
(iv) in certain cases, shares owned by a trust of which the
Participant, his or her spouse or an immediate family member living
in the Participant’s household is a trustee or
beneficiary.
1.14 Participant
means a Teammate designated in
subsection 2.5 hereof or selected to participate in the Program by
the Committee pursuant to subsection 2.5 hereof.
1.15 Performance
Shares means an award to
a Tier One Participant that will entitle such Participant to shares
of Common Stock contingent upon the achievement by the Company of
one or more performance requirements established by the Committee
and subject to such other terms and conditions as determined by the
Committee and set forth in an award agreement to the Tier One
Participant.
1.16 Program
means the Amended and Restated
Owens & Minor, Inc. Management Equity Ownership Program
and Stock Ownership Rewards Program, as it may be amended from time
to time.
1.17 Restricted Period
shall mean the period of time
specified in this Program with respect to particular grants of
Restricted Stock during which the restrictions provided by Section
VI hereof and as otherwise determined by the Committee shall
apply.
1.18 Restricted Stock
means shares of Common Stock which
are awarded by the Company under this Program subject to
forfeiture, restrictions on transfer and such other restrictions as
are provided by Section VI hereof and as otherwise determined by
the Committee and set forth in an award agreement to the
Participant.
1.19 Stock Incentive
Plan means the
Company’s 2005 Stock Incentive Plan approved by the
shareholders of the Company on April 28, 2005 or any successor
plan.
1.20 Stock Purchase
Period means the period
of time beginning on the date the Participant first becomes a
Participant under the Program and ending on December 31 of the
sixth full calendar year thereafter.
1.21 Subsidiary
means a corporation of which more
than 50% of the total combined voting power of all classes of stock
entitled to vote is owned, directly or indirectly, by
Owens & Minor, Inc.
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1.22 Tier One Equity Ownership
Dividend shall have the
meaning specified in Section IV(a) hereof.
1.23 Tier One
Participant shall have
the meaning specified in Section 3.1 hereof.
1.24 Tier Two Equity Ownership
Dividend shall have the
meaning specified in Section IV(b) hereof.
1.25 Tier Two
Participant shall have
the meaning specified in Section 3.1 hereof.
1.26 Teammate
means any person employed by the
Company.
1.27 Total Stock Ownership
Requirement shall have
the meaning specified in subsection 3.1 hereof.
SECTION II. GENERAL
TERMS
2.1 Purpose of the Program .
The purpose of the Program is to promote the interests of the
Company and its shareholders by increasing the ownership of Common
Stock by certain key management level Teammates to more closely
align their financial rewards with the performance of the Company
and to motivate these Teammates to manage the Company for long-term
growth and profitability.
2.2 Administration of the
Program . The Program shall be administered by the Committee
which shall have exclusive and absolute authority and discretion to
interpret the Program, to establish and modify rules for the
administration of the Program, to impose such conditions and
restrictions as it determines appropriate with respect to the
Program and to take such other actions and make such other
determinations as it may deem necessary or advisable for the
implementation and administration of the Program. Notwithstanding
any provision in the Program to the contrary, the Committee shall
have the authority to waive or modify any stock ownership
requirement set forth in Section 3 of the Program; provided
that any such modification or waiver is applied uniformly to all
Participants. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final
and binding upon the Participants, the Company and all other
interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good
faith with respect to the Program or any award of Restricted Stock
hereunder.
2.3 Effective Date and Term of
the Program . The Program, as amended and restated herein, will
become effective on January 1, 2009 and will continue in
effect until terminated by the Board. Equity Ownership Dividends
awarded for the achievement of Interim Stock Ownership Requirements
or Total Stock Ownership Requirements for years prior to calendar
year 2009 shall be awarded in accordance with the terms of the
Owens & Minor, Inc. Management Equity Program/Stock
Ownership Rewards Program as in effect on December 31,
2008.
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2.4 Scope of the Program . The Program is
subject in all respects to the provisions of the Stock Incentive
Plan. All shares of Restricted Stock issued and Performance Shares
awarded under the Program shall be provided from shares of Common
Stock authorized under the Stock Incentive Plan. In the event there
are insufficient shares of Common Stock authorized under the Stock
Incentive Plan or any successor or replacement plan to make the
grants of Restricted Stock or awards of Performance Shares
contemplated by this Program, then no such grants of Restricted
Stock or awards of Performance Shares shall be made under this
Program.
2.5 Eligibility .
Participants in the Program shall be selected by the Committee from
among those management level Teammates who, in the opinion of the
Committee, are in a position to contribute materially to the
Company’s growth and development and to its long-term
financial success. The Chief Executive Officer, the President and
any Executive Vice President, Senior Vice President, Vice President
and Regional Vice President of Owens & Minor, Inc. (or, in
each case, the same positions bearing different titles) shall
automatically be Participants in the Program effective on the date
on which he or she is appointed to or employed in such position.
Notwithstanding the foregoing, any teammate appointed to or
employed in one of the foregoing positions (or other position
qualifying for participation under the Program) during the fourth
quarter of a calendar year shall not become a Participant until
January 1 of the following year.
SECTION III. COMMON STOCK
OWNERSHIP REQUIREMENTS
3.1 Five-Year Ownership
Requirement . Each Participant will be required to own shares
of Common Stock the Fourth Quarter Fair Market Value of which as of
the last day of the Participant’s Stock Purchase Period is
not less than the applicable ownership multiple designated in the
table below (as such ownership multiple may be changed by the
Committee) multiplied by the Participant’s then-current Base
Salary (the “Total Stock Ownership
Requirement”).
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Ownership Multiple
of
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I. Tier One Participants (each, a “Tier
One Participant”)
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Chief Executive Officer
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4.0X
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President
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3.0X
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