Restricted Stock Agreement

Participant shall not be entitled to receive the certificate or certificates evidencing the Restricted Stock;

Shares of Restricted Stock may not be sold, transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of; and

Shares of Restricted Stock may be forfeited immediately as provided in subsection 2(d) hereof.

Death. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the date of Participant’s death and the certificate or certificates representing the shares of Common Stock shall be delivered to Participant’s estate.

Disability. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted 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”)), all restrictions applicable to a pro rata number of shares of Restricted Stock that have not lapsed previously shall lapse. The “pro rata number” shall be that number of shares of Restricted Stock with respect to which all restrictions have not lapsed previously that, when added to the number of shares of Restricted Stock with respect to which all restrictions have lapsed previously, will equal the number of shares of Restricted Stock as of the Date of Grant 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. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant and the remaining shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.

Retirement. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted Period by reason of retirement (defined below), all shares of Restricted Stock with respect to which all restrictions have not lapsed previously 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”), shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall not be forfeited but shall continue to be held by the Company until the earlier of (i) the end of the applicable Restricted Period at which time such shares shall be delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time shares of restricted stock with respect to which all restrictions have not lapsed previously shall be forfeited. For purposes of this Section 2(d)(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 “Credited Service” attributable to Participant as of the date of termination, as such term is defined in the Owens & Minor 401(k) Savings and Retirement Plan, as amended, whether or not Participant participates in such plan) 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 shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company, and Participant will be required to return to the Company that number of shares of Common Stock that equals the number of shares of Restricted Stock with respect to which all restrictions lapsed previously. 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(d)(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,” all restrictions on a pro rata number of shares of Restricted Stock that have not lapsed previously shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock with respect to which all restrictions have not lapsed previously that, when added to the number of shares of Restricted Stock with respect to which all restrictions have lapsed previously, will equal the number of shares of Restricted Stock as of the Date of Grant 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. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participantand the remaining shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.

Termination of Employment by Participant. If Participant resigns from employment with the Company and its Affiliates before the expiration of the applicable 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 shares of Restricted Stock with respect to which all restrictions have not lapsed previously 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 is 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 this Restricted Stock with a value as of the Control Change Date substantially equal to the value of this Restricted Stock) and (ii) within 24 months following the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below), all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the date of employment termination and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

For purposes of this subsection 2(d)(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 is not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(d)(vi)(a) above, all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the Control Change Date and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.