Exhibit 10
OWENS & MINOR, INC.
Non-Qualified Stock Option Agreement
Issued Pursuant to the
1993 Directors' Compensation Plan
THIS AGREEMENT, dated the ____ day of ___________, 19 __
between OWENS & MINOR, INC., a Virginia corporation (the
"Company"), and ______________ ("Participant"), is made
pursuant and subject to the provisions of the 1993 Directors'
Compensation Plan (the "Plan"); and all terms used herein that
are defined in the Plan shall have the same meaning given them
in the Plan:
W I T N E S S E T H:
1. Grant Option. Pursuant to the provisions of the
Plan, on _______________, the Company granted to Participant,
subject to the terms and conditions of the Plan and subject
further to the terms and conditions herein set forth, the right
and option to purchase from the Company all or any part of an
aggregate of ______ shares of Common Stock at the purchase
price of $_________ per share (the "Option Price"), being not
less than the Fair Market Value per share of the Common Stock
on the date hereof, such option to be exercisable as
hereinafter provided.
2. Terms and Conditions. The option evidenced hereby
is subject to the following terms and conditions:
(a) Expiration Date. Subject to the provisions
of paragraph 3, this option shall expire five (5) years from
the date hereof.
(b) Exercise. Subject to the provisions of
paragraph 3, this option may be exercised in whole at any time
or in part from time to time from the date of grant. Such
shares may be exercised until the termination of the option as
provided in the Plan. This option may be exercised with
respect to any number of whole shares less than the full number
for which the option could be exercised. Such partial exercise
of an option shall not affect the right to exercise the option
from time to time in accordance with this Plan with respect to
shares remaining subject to the option.
(c) Method of Exercising and Payment of Shares.
This option may only be exercised by written notice delivered
to the attention of the Corporate Secretary at the Company's
principal office. The exercise date shall be (i) in the case
of notice by mail, the date of postmark, (ii) if delivered in
person, the date of delivery or (iii) if delivered by
facsimile, the date of transmission. The original copy of any
notice delivered by facsimile must also be delivered to the
Company. The above notices shall be accompanied by payment of
the Option Price in full, in cash, or cash equivalent
acceptable to the Company, or by the surrender of shares of
Common Stock, duly endorsed for transfer, having a fair market
value (determined as of the day preceding the date of exercise)
which is not less than the Option Price or part thereof. For
purposes of this option, the cash proceeds of a loan, whether
guaranteed or otherwise arranged by the Company, may be
surrendered in payment of the Option Price.
(d) Nontransferability. This option is nontransferable
except by will or by the law of descent and distribution.
During Participant's lifetime, this option may be exercised
only by Participant. No right or interest of the Participant
in any option shall be liable for, or subject to, any lien,
obligation, or liability of the Participant.
3. Maximum Option Period. The maximum period for this
option to be exercised shall be five years from the date of
grant; provided, however, that if the Participant ceases to be
a member of the Board, the option may be exercised for one year
following the date he or she ceases to be a member of the
Board, or until the expiration of the option period, whichever
is shorter. In the event of the Participant's death while he
or she is a member of the Board, this option may be exercised
by the Participant's estate or by such person or persons who
succeed to Participant's rights by will or law of descent and
distribution for one year following the Participant's date of
death, or until the expiration of the option period, whichever
is shorter.
4. Governing Law. This Agreement shall be governed
by the laws of the Commonwealth of Virginia.
5. Fractional Shares. Fractional shares shall not be
issuable hereunder, and when any provision hereof may entitle
Participant to a fractional share, such fraction shall be
disregarded.
6. Change in Capital Structure. The terms of this
option 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 or other similar changes in
capitalization.
7. Conflicts. In the event of any conflict between
the provision of the Plan as in effect on the date hereof and
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 hereof.
8. Participant Bound by Plan. Participant hereby
acknowledges receipt of a copy of the Plan and agrees to be
bound by all the terms and provisions thereof.
9. Binding Effect. Subject to the limitations stated
above and in the Plan, this Agreement shall be binding upon and
inure to the benefit of the legatees, distributees and personal
representatives of Participant and the successors of the
Company.
IN WITNESS WHEREOF, OWENS & MINOR, INC. has caused this
Agreement to be signed by an officer and attested by its
Secretary or Assistant Secretary, thereunto duly authorized,
and Participant has affixed his signature hereto.
OWENS & MINOR, INC.
By:
Chairman, President
and Chief Executive Officer
ATTEST:
By:
Assistant Secretary
By:
Participant
_____Initial Election
_____Change in Election
FEE DEFERRAL ELECTION FORM
FOR
DEFERRED FEE PROGRAM
OF THE OWENS & MINOR, INC.
1993 DIRECTORS' COMPENSATION PLAN
I acknowledge that I have received and am familiar with the
Owens & Minor, Inc. 1993 Directors' Compensation Plan (the
"Plan"). I elect to be a Participant ("Participant") in the
Deferred Fee Program under the terms and conditions of the Plan
and the elections below. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in
the Plan.
A. DEFERRAL ELECTION
1. Retainer Fee Deferral
a. Please defer 100%/ 75%/ 50%/ 25% (circle
one) of my Retainer Fee in accordance with
the Plan.
b. I do not wish to defer my Retainer Fee.
2. Meeting Fees Deferral
a. Please defer 100%/ 75%/ 50%/ 25% (circle
one) of my Meeting Fees in accordance with
the Plan.
b. I do not wish to defer my Meeting Fees.
This deferral election shall become effective as
provided in the Plan and will remain in effect with
respect to all future Compensation until a new deferral
election made by me becomes effective pursuant to the
terms of the Plan.
B. DISTRIBUTION ELECTION
Distribute my income payments under this Fee Deferral
Election Form as follows:
1. Commencement of Benefit Payments
a. The first day of the calendar month
following Participant's death.
b. The first day of the calendar month
following Participant's Disability.
c. The first day of the calendar month
following the date of termination of the
Participant's service as a member of the
Board.
d. The first day of
[state month and year which is at least six
months after the date this election is made
and delivered to the Secretary of Owens &
Minor, Inc.].
e. The earliest to occur of a, b, c and d
above.
A Distribution Date election shall become effective on
the Election Date with respect to Compensation accruing after
the Election Date.
2. Number of Benefit Payments
a. In [not more than 180]
monthly installments
b. In [not more than 60]
quarterly installments
c. In [not more than 15]
annual installments
d. In a single sum
e. In the following combination of lump
sum and installments provided above:
C. SUBACCOUNTS ELECTION
The amounts deferred pursuant to Section A above shall
be allocated for investment in the following subaccounts
[must be in integral multiples of 10%]:
a. % Owens & Minor Stock Fund
b. % Fixed Income Fund
100%
Investment directions and any changes thereto will become
effective as provided in the Plan.
D. BENEFICIARY DESIGNATION
I designate
as my primary Beneficiary
of any benefits that become payable under the Deferred
Fee Program of the Owens & Minor, Inc. 1993 Directors'
Compensation Plan as a result of my death.
If the person I have just named predeceases me (or, if
I named a trust, if the trust is not in existence at the
time of my death) I designate
as my
contingent Beneficiary of any benefits that become
payable under the Plan as a result of my death.
If a designated Beneficiary survives me but dies (or, if
a trust, terminates) before all benefits have been paid
to the Beneficiary, the remainder of the payments must
be made as the Beneficiary designates or, if the
Beneficiary fails to properly execute a Beneficiary
designation, to the Beneficiary's estate, or, if a
trust, to the Beneficiaries in distribution of the
trust.
This designation revokes and rescinds any prior
Beneficiary designation made by me and applies to all
deferrals under the Plan. I understand that this
Beneficiary designation applies until revoked by my
written request. I also understand that, in executing
this Beneficiary designation, I agree to be bound by the
terms and conditions of the Plan and agree that such
terms and conditions are binding upon my Beneficiary,
distributee, and personal representative.
By signing this election form, I acknowledge that I have no
interest in any asset Owens & Minor, Inc. may acquire to assist
it in meeting its obligations under the Deferred Fee Program
and I confirm that, as a general creditor, I must look solely
to Owens & Minor, Inc. for the payment of any amounts due me
under the Plan.
Date Participant's Signature
Print Name
Social Security Number
ELECTION FORM
FOR
STOCK PURCHASE PROGRAM
OF
THE OWENS & MINOR, INC.
1993 DIRECTORS' COMPENSATION PLAN
I acknowledge that I have received and am familiar with
the Owens & Minor, Inc. 1993 Directors' Compensation Plan. I
elect to be a Participant ("Participant") in the Stock Purchase
Program under the terms and conditions of the Plan and the
elections below.
Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the Plan.
A. STOCK PURCHASE ELECTION
1. Retainer Fee
Please apply 100%/ 75%/ 50%/ 25% (circle one) of
my Retainer Fee to purchase Common Stock in
accordance with the Plan.
2. Meeting Fees
Please apply 100%/ 75%/ 50%/ 25% (circle one) of
my Meeting Fees to purchase Common Stock in
accordance with the Plan.
B. EFFECTIVE DATE ELECTION
The above election shall become effective with respect
to the Retainer Fees and Meeting Fees payable on and
after:
a. The first day of the calendar month that is
six months after the Election Date.
b. (insert date which
is at least six months after the Election
Date).
C. The Common Stock issued pursuant to the Stock Purchase
Program shall be registered in the name of (check one):
Participant
Participant and his or her spouse, jointly
I acknowledge that this Stock Purchase Election Form will
remain in effect with respect to all future Compensation until
I make a new Stock Purchase Election pursuant to the terms of
the Plan.
Date Participant's Signature
Print Name
Social Security Number