Form of Owens & Minor Restricted Stock Unit Agreement under the Companys 2018 Stock Incentive Plan

Death. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Holding Period by reason of Participant’s death, the Restricted Stock Unit shall immediately be earned on the date of Participant’s death and shares of Common Stock shall be issued and delivered to Participant’s estate.

Disability. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Holding Period by reason of “total and permanent disability” (as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), a pro rata number of Restricted Stock Units shall be earned and one share of Common Stock per earned Restricted Stock Unit shall be issued and delivered to Participant. The “pro rata number” shall be the number of Restricted Stock Units multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is [36].

Retirement. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of retirement (defined below), all Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. Notwithstanding the foregoing, if Participant’s service to the Company or an Affiliate continues from and after the date of retirement through (i) membership on the Board, (ii) a written consulting services arrangement with the Company or an Affiliate or (iii) at the discretion of the Company, a written confidentiality and non-solicitation agreement with the Company (“Post-Retirement Service”), Restricted Stock Units shall not be forfeited but shall remain outstanding until the earlier of (i) the end of the Holding Period at which time shares of Common Stock shall be issued and delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time the Restricted Stock Units shall be forfeited. For purposes of this Section 2(c)(iii), retirement shall mean severance from the employment of the Company and its Affiliates (i) at or after the attainment of age 55 and after completing a number of years of service (the total years of service credited to Participant for purposes of determining vested or nontransferable interest in a defined benefit pension plan maintained by the Company or an Affiliate which satisfies the requirements of Section 401(a) of the Code) that, when added to Participant’s age at the time of severance from employment, equals at least 65 or (ii) at or after the attainment of age 65.

Termination of Employment by Company or Affiliate.

With Cause. If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” all Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “nolo contendere” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in paragraph 2(c)(ii) above), or by reason of approved leave of absence) the duties of Participant’s job.

Without Cause. If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” a pro rata number of Restricted Stock Units shall be earned one share of Common Stock per Restricted Stock Unit earned shall be issued and delivered to Participant. The “pro rata number” shall be the number of Restricted Stock Units multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and denominator of which is [36].

Termination of Employment by Participant. If Participant resigns from employment with the Company and its Affiliates before the expiration of the Restricted Period, without regard to the reason for such resignation (other than death, disability or retirement as provided in subsections (i), (ii) and (iii) above), all of the Restricted Stock Units shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.

Change in Control.

If, upon a Change in Control, (i) the Restricted Stock Units are assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as the Restricted Stock Units with a value as of the Control Change Date substantially equal to the

For purposes of this subsection 2(c)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.

If, upon a Change in Control, the Restricted Stock Units are not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(c)(vi)(a) above, the Restricted Stock Units shall be earned on the Control Change Date and shares of Common Stock shall be issued and delivered to Participant.