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AMENDED AND RESTATED OWENS & MINOR, INC. MANAGEMENT EQUITY OWNERSHIP PROGRAM AND STOCK OWNERSHIP REWARDS PROGRAM

Equity Incentive Plan Agreement

AMENDED AND RESTATED OWENS & MINOR, INC. MANAGEMENT EQUITY OWNERSHIP PROGRAM AND STOCK OWNERSHIP REWARDS PROGRAM | Document Parties: OWENS & MINOR INC/VA/ You are currently viewing:
This Equity Incentive Plan Agreement involves

OWENS & MINOR INC/VA/

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Title: AMENDED AND RESTATED OWENS & MINOR, INC. MANAGEMENT EQUITY OWNERSHIP PROGRAM AND STOCK OWNERSHIP REWARDS PROGRAM
Governing Law: Virginia     Date: 2/27/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

AMENDED AND RESTATED OWENS & MINOR, INC. MANAGEMENT EQUITY OWNERSHIP PROGRAM AND STOCK OWNERSHIP REWARDS PROGRAM, Parties: owens & minor inc/va/
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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”).

 

Position

  

Ownership Multiple of

        Base Salary        

I. Tier One Participants (each, a “Tier One Participant”)

  

Chief Executive Officer

  

4.0X

President

  

3.0X

 
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