2019 Performance Share Award Agreement

THIS 2019 PERFORMANCE SHARE AWARD AGREEMENT (“Agreement”) dated as of _________, 2019 between Owens & Minor, Inc., a Virginia corporation (the “Company”), and _______________ (“Participant”) is made pursuant to and subject to the provisions of the Company's 2018 Stock Incentive Plan (as amended, the “Plan”). All capitalized terms used in this Agreement that are not otherwise defined shall have the same meanings given to them in the Plan.

1.Grant of Performance Share Award. In accordance with the Plan, on _______, 2019 (the “Date of Grant”), the Company granted to the Participant, subject to the terms and conditions of the Plan and the terms and conditions set forth in this Agreement, _______ shares of performance-based stock as more particularly described herein and subject to the requirements of Section 2 (the “Performance Shares”). The Participant will earn the Performance Shares to the extent that the requirements of Section 2 are satisfied. The Company will issue shares of Common Stock in accordance with Section 3 of this Agreement in settlement of the Performance Shares, if any, that the Participant earns in accordance with Section 2, which shares of Common Stock (the “Restricted Stock”) then will be further subject to the vesting and forfeiture provisions described in Section 4 (except as otherwise specifically provided in Section 3(b)). Upon satisfaction of the vesting provisions of Section 4, all restrictions applicable to the shares of Restricted Stock shall lapse.

2.    Earning Performance Shares. Subject to the other provisions of this Agreement, this Section 2 determines the number of Performance Shares that the Participant may earn under this Agreement.

(a)    (i)    Step No. 1. Determine the Average Company ROIC and Company TSR achieved for the Performance Period.

(i)    Step No. 2. Determine the Initial ROIC Payout Percentage achieved for the Performance Period from the chart below that correlates to the Company ROIC achieved for the Performance Period. For purposes of determining the level of achievement and/or the Initial ROIC Payout Percentage, if Average Company ROIC is achieved at a level between Threshold and Target or Target and Maximum, the level of performance will be determined based on a straight-line interpolation of the achievement levels and/or Initial ROIC Payout Percentages between Threshold and Target and Target and Maximum, as applicable (rounded down to the nearest hundredth of a percent). If Average Company ROIC is achieved at a level below Threshold, the Initial ROIC Payout Percentage shall be zero (0). If Average Company ROIC is achieved at a level above Maximum, the Initial ROIC Payout Percentage shall be two hundred percent (200%).

(ii)    Step No. 3. Determine the Company TSR Modifier achieved for the Performance Period from the chart below that correlates to the Company TSR achieved for the Performance Period. For purposes of determining the level of achievement and/or the Company TSR Modifier, if Company TSR is achieved at a level anywhere from within the ≤25th Percentile and up to the ≥75th Percentile, the level of performance will not be modified. If Company TSR is achieved at a level within the ≥75th Percentile, the Company TSR Modifier shall be plus twenty-five percent (+25%). The Company TSR Modifier shall be negative (-25%) for performance within the 25th Percentile.

(iii)    Step No. 4. Subtract, if the Company TSR Modifier is negative, or add, if the Company TSR Modifier is positive, as applicable, the Company TSR Modifier determined in Step No. 3 from the Initial ROIC Payout Percentage determined in Step No. 2. The resulting percentage is the Payout Percentage for the Performance Period, except that (i) in no event may the Payout Percentage be less than zero (0) and (ii) in no event may the Payout Percentage exceed two hundred percent (200%) (any Payout Percentage in excess of two hundred percent (200%) shall be reduced to two hundred percent (200%)).

(iv)    Step 5. Subject to the other provisions of this Agreement, the number of Performance Shares earned by the Participant shall be the number of Performance Shares that are the subject of this Agreement, as may be adjusted from time to time in accordance with Section 10, multiplied by the Payout Percentage for the Performance Period determined in Step 4 (rounded down to the nearest whole number of Performance Shares).

The terms “Adjusted Effective Tax Rate,” “Adjusted Operating Income,” “Cash,” “Long-Term Debt,” “Shareholders Equity” shall mean those terms as presented in the Condensed Consolidated Balance Sheets (unaudited) or Consolidated Statement of Income (Loss) (unaudited), as applicable, attached to the press release furnished under Item 2.02 of the Company's Current Report on Form 8-K furnished to Securities Exchange Commission in connection with reporting the Company's earnings at the end of each calendar quarter during the Performance Period; provided, however, that if any such term or amount is not disclosed in the Balance Sheets (unaudited) or Consolidated Income Statement (unaudited), as applicable, such term/amount shall be determined by the Company’s finance department in its discretion.

“Average Company ROIC” shall mean the average of the Company ROIC for the Performance Period determined by taking (i) the sum of annualized Company ROIC for each of the eight calendar quarters during the Performance Period divided by (ii) eight.

“Average Market Value” shall mean the average of the closing price per share of the common stock of the applicable company for the applicable twenty (20) trading days beginning or ending on a specified date for which such closing price is reported by the NYSE or such other authoritative source as the Committee may determine.

“Beginning Average Market Value” shall mean the Average Market Value based on the last twenty (20) trading days ending prior to the beginning of the Performance Period.

“Company ROIC” shall mean the ROIC for the applicable calendar quarter during the Performance Period for the Company.

“Company TSR” shall mean the TSR for the Performance Period for the Company.

“Ending Average Market Value” shall mean the Average Market Value based on the last twenty (20) trading days of the Performance Period.

“Initial ROIC Payout Percentage” shall be determined in accordance with the table above in Section 2(a)(ii).

“Invested Capital” shall mean, for the applicable calendar quarter in the Performance Period, Long-Term Debt plus Shareholders Equity minus Cash.

“Market Share Price” shall mean the closing price per share of common stock of the applicable company for the specified day (or the last preceding day thereto for which reported) as reported by the NYSE or such other authoritative source as the Committee may determine.

“NOPAT” shall mean, for the applicable calendar quarter in the Performance Period, the Company’s Adjusted Operating Income minus taxes applied at the Company’s Adjusted Effective Tax Rate.

“NYSE” shall mean the New York Stock Exchange.

“Peer Group” shall mean the companies listed on Appendix A hereto, provided that any listed company that experiences an acquisition, divestiture or other unexpected fundamental change in its structure or business that is material taken as a whole such that it is no longer reasonably comparable to the Company shall be disregarded. Any member of the Peer Group at the beginning of the Performance Period that no longer exists at the end of the Performance Period (e.g., through merger, buyout, acquisition, spin-off or similar transaction) also shall be disregarded. The Committee’s calculation of the appropriate interpolated percentage shall disregard the aforementioned companies only to the extent permitted for the Awards to continue to qualify as performance-based compensation under Section 162(m) of the Code and the transition rule under the Tax Cuts and Jobs Act of 2017, as amended. If any member of the Peer Group goes bankrupt during the Performance Period, that member will be counted as the lowest in the group. Members of the Peer Group will not be disregarded solely as the result of acquisitions during the Performance Period except as described above.

“Payout Percentage” shall have the meaning set forth in Step No. 4 above.

“Peer Group Member” means each member of the Peer Group.

“Peer Group Member TSR” means the TSR for the Performance Period for the Peer Group Member.

“Performance Period” means the period consisting of fiscal years 2019 and 2020.

“ROIC” shall mean the Company’s return on invested capital determined as NOPAT divided by Invested Capital.

“Target Shares” means the number of Performance Shares set forth in Section 1 of this Agreement, as may be adjusted from time to time in accordance with Section 10.

“TSR” means the return a holder of common stock of the applicable company earns over the Performance Period, expressed as a percentage, and including changes in Average Market Value of, and dividends or other distributions with respect to, the common stock of the applicable company, and converted to an annual rate by dividing the calculated percentage for the specified period by the number of years in the Performance Period. TSR shall be determined as the sum of (i) the Ending Average Market Value reduced by the Beginning Average Market Value and (ii) dividends or other distributions with respect to a share of the common stock of the applicable company whose record date falls within the Performance Period (with such dividends and other distributions deemed reinvested in shares of common stock of the applicable company based on the Market Share Price on the date of payment where not paid in shares of common stock of the applicable company), and (iii) with such sum being divided by the Beginning Average Market Value. TSR, including the value of reinvested dividends and other distributions, shall be determined on the basis of an appropriate total shareholder return model or such other authoritative source as the Committee may determine.

“TSR Ranking” means the Company’s ranking (in the range of highest to lowest) in the TSR Peer Group as of the end of the Performance Period determined on the basis of the TSR for the Performance Period for the Company and each of the Peer Group Members in the Peer Group (with the highest number ranked first and the lowest number ranked last). For purposes of determining the payout percentage, the achievement level of the Company will be determined by ranking the Company and each Peer Group Member as described and then assigning percentile rankings for the Company and each Peer Group Member based on the levels set forth above, by linear interpolation between threshold and target and target and maximum.

(b)    Effect of Termination Prior to Determination of Restricted Stock. Except as provided in subparagraphs (c), (d) and (e), no Performance Shares will be earned if the Participant’s employment with, and service to, the Company and its Affiliates terminates or is terminated for any reason before the later to occur of (i) January 1, 2021, (ii) the date the Restricted Stock are certified by the Committee as provided in Section 3(b), or (iii) if the Committee has not certified as required by Section 3(b), then March 15, 2021 (such later date to occur being referred to as the “Measurement Date”).

(c)    Death or Disability. This subparagraph (c) applies if the Participant’s employment with, and service to, the Company and its Affiliates terminates before the Measurement Date, on account of the Participant’s death or permanent and total disability (as defined in Section 22(e)(3) of the Code). In the event of the Participant’s death prior to the Measurement Date, the number of Performance Shares earned by the Participant shall equal the number determined in accordance with subparagraph (a). In the event the Participant’s employment terminates before the Measurement Date due to permanent and total disability, the number of Performance Shares earned by the Participant shall equal the number determined in accordance with subparagraph (a) multiplied by a fraction. The numerator of the fraction shall be the number of whole months that the Participant was employed by, or providing services to, the Company or an Affiliate during the 36-month period beginning January 1, 2019 and ending December 31, 2021 (including any period that the Participant was absent from work for illness, injury or short term disability, with Company or Affiliate approval, prior to termination of employment) and the denominator shall be 36.

(d)    Retirement. This subparagraph (d) applies if the Participant’s employment with, and service to, the Company and its Affiliates terminates before the Measurement Date on account

of the Participant’s retirement (defined below). In the event of the Participant’s retirement before the Measurement Date, the number of Performance Shares earned by the Participant shall equal the number determined in accordance with subparagraph (a) multiplied by a fraction. The numerator of the fraction shall be the number of whole months that the Participant was employed by, or providing services to, the Company or an Affiliate during the 36-month period beginning January 1, 2019 and ending December 31, 2021 and the denominator shall be 36. For purposes of this Agreement, retirement means severance from the employment of the Company (i) at or after the attainment of age 55 and after completing that number of years of service with the Company 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.

(e)    Change in Control. The Participant will earn the number of Performance Shares equal to Target Shares if there is a Change in Control before January 1, 2021.

3.    Settlement of Performance Shares. The Performance Shares will be settled in accordance with this Section 3.

(a)    Administration of Award. The Committee shall administer this Agreement in accordance with the terms of the Plan. This Agreement is intended to comply both by its terms and in its operation with the applicable provisions of the Code in order to make it as tax-efficient for the Company as possible.

(b)    Committee Certification. As soon as practicable after December 31, 2020 (but no later than March 15, 2021), the Committee will determine the Payout Percentage and resulting number of Performance Shares that are earned under the provisions of Section 2. The Committee’s determination shall be set forth in writing, as part of the minutes of a meeting of the Committee, by unanimous consent or otherwise. Notwithstanding the preceding sentences, a written determination of the Committee shall not be required in the case of Performance Shares that are earned pursuant to the provisions of Section 2(e).

(c)    Issuance of Restricted Stock. As soon as practicable after the Committee’s certification under subparagraph (b) (but no later than March 15, 2021), the Committee shall issue shares of Restricted Stock under the Plan in settlement of the Performance Shares earned by the Participant. The number of shares of Restricted Stock issued shall equal the number of Performance Shares earned by the Participant. Notwithstanding the preceding sentences, (i) if the Performance Shares are earned pursuant to the provisions of Section 2(c) or 2(d), such Performance Shares shall be settled in shares of Common Stock that are not subject to the restrictions set forth in Section 4 and (ii) if the Performance Shares are earned pursuant to the provisions of Section 2(e), the number of shares of Restricted Stock indicated in Section 2(e) shall be issued to the Participant on the Control Change Date, and such shares of Restricted Stock shall otherwise be treated as provided in Section 4(c)(vi).

(d)    Registration, etc. Shares of Restricted Stock issued in settlement of the Performance Shares shall be registered in the name of the Participant on the stock transfer books of the Company but shall be held by the Company (or its transfer agent) during the Restricted Period (defined below). The Company’s Secretary and its General Counsel shall serve as attorney-in-fact for Participant during the Restricted Period with full power and authority in Participant’s name to assign and convey to the Company any shares of Restricted Stock that Participant forfeits under Section 4(c) or that are recovered under Section 5. Each certificate representing shares of Restricted Stock may bear a

legend referring to the risk of forfeiture of the shares and stating that such shares are nontransferable until all restrictions have been satisfied and the legend has been removed.

4.    Terms of Restricted Stock. The shares of Restricted Stock issued in settlement of the Performance Shares are subject to the following terms and conditions:

(a)    Restricted Period. Until March [__], 2022 (the “Restricted Period”) or the lapse of restrictions as provided in subparagraph (c) hereof, the Restricted Stock shall be subject to the following restrictions:

(i)    Participant shall not be entitled to receive the Common Stock evidencing the Restricted Stock;

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

(iii)    Restricted Stock may be forfeited immediately as provided in subparagraph (c) hereof.

(b)    Distribution of Restricted Stock. If Participant remains in the continuous employment of the Company or an Affiliate during the entire Restricted Period and otherwise does not forfeit such shares pursuant to subparagraph (c) hereof, all restrictions applicable to the shares of Restricted Stock shall lapse upon expiration of the Restricted Period and a certificate or certificates representing the shares of Common Stock that were granted to Participant in the form of shares of Restricted Stock shall be delivered to Participant.

(c)    Lapse of Restrictions or Forfeiture.

(i)    Death. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock 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.

(ii)    Disability. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the Restricted Period by reason of total and permanent disability, restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which shall be the number of whole months that the Participant was employed by, or providing services to, the Company or an Affiliate during the 36-month period beginning January 1, 2019 and ending December 31, 2021 (including any period that the Participant was absent from work for illness, injury or short term disability, with Company or Affiliate approval, prior to termination of employment) and the denominator shall be 36. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.

(iii)    Retirement. Once Participant is eligible to terminate employment by reason of retirement before the expiration of the Restricted Period, all restrictions on a pro rata number of shares of Restricted Stock shall lapse. The “pro rata number” shall be the number

of shares of Restricted Stock multiplied by a fraction, the numerator of which shall be the number of whole months that the Participant was employed by, or providing services to, the Company or an Affiliate during the 36-month period beginning January 1, 2019 and ending December 31, 2021 and the denominator shall be 36. Consequently, once the Participant is retirement eligible, restrictions on an additional pro rata number of shares of Restricted Stock shall lapse for each full month thereafter Participant remains employed. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant. Notwithstanding the foregoing, if Participant’s service to the Company or an Affiliate continues from and after becoming eligible to retire or 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 Company’s discretion, a written restrictive covenant agreement with the Company (“Post-Retirement Service”), shares of Restricted Stock shall not be forfeited but shall continue to be held by the Company and become vested until the earlier of (A) the end of the Restricted Period at which time such shares shall be delivered to the Participant or (B) the date Participant ceases to provide Post-Retirement Service, as described above.

(iv)    Termination of Employment by Company or Affiliate (other than as described in (vi) below).

(v)    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 shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.

(vi)    Change in Control.

and the shares of Common Stock evidencing the Restricted Stock upon which the restrictions have lapsed shall be delivered to Participant.

5.    Recoupment Policy. Notwithstanding any other provision in this Agreement to the contrary, the Performance Shares, the underlying Restricted Stock and any dividends related to either granted under this Agreement are subject to recoupment by the Company in accordance with the Company’s Policy on Recoupment of Executive Incentive Compensation in effect on the date of this Agreement, as such policy is interpreted and applied by the Company’s Board of Directors.

6.    Nontransferability. The Performance Shares are nontransferable except by will or by the laws of descent and distribution. Shares of Restricted Stock issued in settlement of the Performance Shares cannot be transferred before the Restricted Period lapses except by will or by the laws of descent and distribution.

7.    Shareholder Rights; Dividends. Except as otherwise specifically provided herein, the Participant shall not have any rights as a shareholder of the Company with respect to the Performance Shares. Upon the issuance of shares of Restricted Stock in settlement of the Performance Shares, the Participant shall have all of the rights of a shareholder of the Company with respect to those shares, including the right to vote the shares; provided, that the right to receive dividends shall be controlled by Section 15 hereof. Stock received as a dividend on, or in connection with a stock split of any shares of Restricted Stock issued in settlement of the Performance Shares shall be subject to the same vesting restrictions as the underlying shares of Restricted Stock. The Participant’s right to receive any extraordinary dividends or distributions with respect to shares of Restricted Stock issued in settlement of the Performance Shares shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take action appropriate to preserve the value of, and to prevent the unintended enhancement of value in, such shares of Restricted Stock.

8.    Withholding. The Participant shall pay the Company any amount of taxes as may be necessary in the opinion of the Company to satisfy tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions. In lieu thereof, the Company shall have the right to retain, from the Restricted Stock, the number of Restricted Stock with Fair Market Value equal to the minimum amount required to be withheld. In any event, the Company shall have the right to deduct from all amounts paid to a Participant in cash (whether under the Plan or otherwise) any taxes required to be withheld.

9.    No Right to Continued Employment. The award and settlement of the Performance Shares does not give Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate his or her employment at any time.

10.    Change in Capital Structure. The number of Performance Shares and the performance criteria in Section 2 (or, after any settlement of the Performance Shares, the number of shares of Restricted Stock) shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups subdivisions or consolidations of shares, other similar changes in capitalization or such other events as are described in the Plan.

11.    Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Virginia.

12.    Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the plan as in effect on the Date of Grant.

13.    Participant Bound by Plan. Participant hereby acknowledges that a copy of the Plan has been made available to him or her and he or she agrees to be bound by all the terms and provisions of the Plan.

14.    Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon Participant and his or her successors in interest and the successors of the Company.

15.    Dividends. Any dividends that would have been paid on any earned Performance Shares prior to settlement if the earned Performance Shares had been actual shares of Common Stock outstanding during the period from January 1, 2019 through the date of issuance of the Restricted Stock upon settlement of the Performance Shares shall be accumulated without interest by the Company (the “PS Dividends”). No dividends will be paid on the Performance Shares if Restricted Stock is not earned and issued hereunder. Any cash dividends paid in respect of Restricted Stock will be accumulated and paid (along with the PS Dividends), without interest, if and at the time of expiration of the Restricted Period or, if earlier, the lapse of restrictions with respect to the Restricted Stock with respect to which the dividends were credited; provided, however, no cash dividends will be paid with respect to any Restricted Stock that is forfeited.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

OWENS & MINOR, INC.

By: ______________________________

President & Chief Executive Officer

By: __________________________________

Participant