OWENS & MINOR, INC. EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.5

 

OWENS & MINOR, INC.

 

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Effective July 1, 2004

 

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

TABLE OF CONTENTS

 

 

(i)

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

 

(ii)

PURPOSE

 

The Owens & Minor, Inc. Executive Deferred Compensation Plan (the “Plan”) is intended to constitute a deferred compensation plan for a select group of management and highly compensated employees of the Company and its Affiliates and directors of the Company as those terms are used in the Employee Retirement Income Security Act of 1974. The Plan will be administered and interpreted in a manner that is consistent with that intent.

DEFINITIONS

 

The following definitions apply to this Plan and to the Deferral Election Forms and Beneficiary Designation Forms.

 

Account

 

Account means an unfunded deferred compensation account established to record a Participant’s interest in the Plan. The term Account encompasses the subaccounts established for each Investment Option.

 

Affiliate

 

Affiliate means

 

any entity that is a member of a controlled group of corporations as defined in Code section 1563(a), determined without regard to Code sections 1563(a)(4) and 1563(e)(3)(c), of which the Company is a member according to Code section 414(b); or

 

an unincorporated trade or business that is under common control with the Company as determined according to Code section 414(c).

 

Beneficiary or Beneficiaries

 

Beneficiary or Beneficiaries means a person or persons or other entity designated on a Beneficiary Designation Form by a Participant as allowed in Article 0 of this Plan to receive a Deferred Benefit payment. If there is no valid designation by the Participant, or if the designated Beneficiary or Beneficiaries fail to survive the Participant or otherwise fail to take the Deferred Benefit, the Participant’s Beneficiary is the first of the following who survives the Participant: a Participant’s spouse (the person legally married to the Participant when the Participant dies); the Participant’s children in equal shares; and the Participant’s estate.

 

Beneficiary Designation Form

 

Beneficiary Designation Form means a form acceptable to the Committee used by a Participant according to this Plan to name his Beneficiary or Beneficiaries who will receive all Deferred Benefit and payments under this Plan if he dies.

 

Board

 

Board means the board of directors of the Company.

 

Cash Bonus

 

Cash Bonus, with respect to a Deferral Year, means any bonus or other similar payment from the Company or an Affiliate that is (i) paid to an Eligible Employee in cash, and (ii) is based on the performance of the Company, an Affiliate, the Eligible Employee, or any of them, during the Deferral Year, even if paid after the close of the Deferral Year.

 

1

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Change of Control

 

Change of Control means any of the following events:

 

Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

 

During any period of two consecutive years (not including any period prior to the effective date of this Plan), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section) whose election by the Board of nomination for election by the Company’s stockholders was approved by a vote of a majority of the directors then still in office who either (x) were directors at the beginning of such period or (y) were so elected or nominated with such approval, cease for any reason to constitute at least a majority of the Board;

 

The stockholders of the Company approve a merger or consolidation of the Company with any other Company, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquired more than 20% of the combined voting power of the Company’s then outstanding securities; or

 

The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

 

Code

 

Code means the Internal Revenue Code of 1986, as amended.

 

2

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Committee

 

Committee means the Compensation and Benefits Committee of the Board.

 

Company

 

Company means Owens & Minor, Inc. and any successor business by merger, purchase, or otherwise that maintains the Plan.

 

Compensation

 

Compensation means an Eligible Employee’s aggregate combined Salary and Cash Bonus for a Deferral Year.

 

Control Change Date

 

Control Change Date means the date on which a Change of Control occurs. If a Change of Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions.

 

Deferral Election Form

 

Deferral Election Form means a document governed by the provisions of Articles 0, 0 and, 0 of this Plan, including (i) the portion that is the Distribution Election Form and (ii) the related Beneficiary Designation Form that applies to all of that Participant’s Deferred Benefits and under the Plan.

 

Deferral Year

 

Deferral Year means a calendar year for which a Participant has an operative Deferral Election Form.

 

Deferred Benefit

 

Deferred Benefit means the benefit payable under the Plan.

 

Disability or Disabled

 

Disability or Disabled means that a Participant is unable to perform the material duties of his position with the Company or an Affiliate on account of a mental or physical condition or impairment as determined by the Committee in its sole and absolute discretion.

 

Distribution Election Form

 

Distribution Election Form means that part of a Deferral Election Form used by a Participant according to this Plan to establish the duration of deferral and the frequency of payments of a Deferred Benefit. If a Deferred Benefit has no Distribution Election Form that is operative according to Article III, distribution of that Deferred Benefit is governed by Article VII.

 

3

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Election Date

 

Election Date means the date established by this Plan as the date before which an Eligible Employee must submit a valid Deferral Election Form to the Committee. For each Deferral Year, (i) the Election Date for Salary deferral is December 31 of the preceding calendar year and (ii) the Election Date for Cash Bonus deferral is fifteen days before the end of the period for which performance is measured in determining the amount of a Cash Bonus or, if earlier, fifteen days before the amount of Cash Bonus is determined. However, for an individual who becomes an Eligible Employee during a Deferral Year, the Election Date is the thirtieth day following the date that he becomes an Eligible Employee. In addition, for calendar year 2004, the Election Date is the thirtieth day following the date the Plan is adopted by the Board.

 

Eligible Employee

 

Eligible Employee means an employee of the Company or an Affiliate who is a member of a select group of management or a highly compensated employee (as such terms are used in Section 201(2) of the Employee Retirement Income Security Act of 1974), and who is designated by the Committee as eligible to elect a Deferred Benefit under Article III. Once an individual is designated by the Committee as eligible to elect a Deferred Benefit under Article III, such employee shall continue to be an Eligible Employee until the date he is no longer a member of management or a highly compensated employee or the date the Committee declares he is no longer eligible to elect a Deferred Benefit.

 

Investment Options

 

Investment Options shall mean the investment options shown on Exhibit I, or otherwise announced by the Committee from time to time.

 

Participant

 

Participant, with respect to any Deferral Year, means an Eligible Employee whose Deferral Election Form is operative for that Deferral Year according to Article III of this Plan.

 

Plan

 

Plan means the Owens & Minor, Inc. Executive Deferred Compensation Plan.

 

Salary

 

Salary means an Eligible Employee’s base salary and does not include bonuses or other payments from the Company or an Affiliate that are not made on a regular basis.

 

4

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Terminate, Terminating, or Termination

 

Terminate, Terminating, or Termination, with respect to a Participant, mean cessation of an employment relationship with the Company or an Affiliate whether by death, Disability, retirement or severance for any other reason. Unless the Committee determines otherwise in it sole discretion, Terminate, Terminating, or Termination do not include situations where the Participant transfers employment among the Company and one of its Affiliates.

 

5

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

PARTICIPATION

 

An Eligible Employee becomes a Participant for any Deferral Year by filing a valid Deferral Election Form according to Article III on or before the applicable Election Date but only if his Deferral Election Form is operative according to Article III. An Eligible Employee who becomes a Participant will continue to be a Participant as long as an Account is being maintained (or is required to be maintained under the terms of the Plan) for him or her.

 

6

OWENS & MINOR, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

 

Deferral Elections

 

Eligibility To Make Deferral Election

 

An individual may elect a Deferred Benefit for any Deferral Year if he is an Eligible Employee at the beginning of that