Owens & Minor, Inc. Non-Employee Directors' Compensation Schedule (Effective April 28, 2006)
Owens & Minor, Inc. sets out the compensation structure for its non-employee directors, effective April 28, 2006. Directors receive annual cash and stock retainers, additional fees for serving as lead director or committee chairs, and meeting attendance fees. Compensation includes both cash and restricted stock, with options to defer fees or receive them in company stock. Directors must attend meetings to qualify for payment, and travel expenses are reimbursed. Stock grants are restricted for one year. The agreement ensures clear guidelines for director compensation and participation.
Exhibit 10.3
OWENS & MINOR, INC.
NON-EMPLOYEE DIRECTORS’ COMPENSATION
Effective April 28, 2006
| Current | Revised Effective 4/28/06 | |||||||
| Annual Retainer (Cash) | $ | 15,000 | $ | 25,000 | ||||
| Annual Retainer (Stock) | $ | 15,000 | $ | 25,000 | ||||
| Lead Director | $ | 10,000 | $ | 30,000 | ||||
| Audit Committee Chair | $ | 5,000 | $ | 7,000 | ||||
| Other Committee Chair | $ | 4,000 | $ | 5,000 | ||||
| Board Meeting | $ | 1,500 | $ | 1,500 | ||||
| Audit Committee Meeting | $ | 1,500 | $ | 1,500 | ||||
| Other Committee Meetings | $ | 1,200 | $ | 1,200 | ||||
| Telephone attendance at any meeting | $ | 800 | $ | 800 | ||||
| Audit Committee Telephone Conference Meeting (when called as such) | $ | 1,200 | $ | 1,200 | ||||
| Other Committee Telephone Conference Meeting (when called as such) | $ | 800 | $ | 800 | ||||
| Board Retreat | $ | 1,800 | $ | 2,000 | ||||
| Non-Qualified Stock Options 10-year, immediately exercisable | 5,000 | shares | 5,000 | shares | ||||
Directors must attend Board Meetings and Committee meetings to receive compensation.
$25,000 annual retainer paid in shares of Company common stock is based on the closing stock price on the day of the annual meeting. These shares are restricted and subject to forfeiture for a period of one year from the date of grant.
Expenses for travel to and from meetings are reimbursable according to company travel policy.
NOTE: Directors may defer all or part of their board fees. Directors may also take compensation, either directly or deferred, in whole or in part, in company stock.
