WRIGHT
MEDICAL GROUP, INC.
Restricted Stock Unit Grant Agreement
(Non-US Grantees)
Award
Granted to (“Grantee”):
Grant Date:
Number of Units (“Units”):
THIS
RESTRICTED STOCK UNIT GRANT AGREEMENT (the “Agreement”)
including any country-specific appendix hereto, is made as of the
Grant Date by and between Wright Medical Group, Inc., a Delaware
corporation with its principal place of business at 5677 Airline
Road, Arlington, Tennessee 38002 (the “Company”) and
Grantee pursuant to the Wright Medical Group, Inc. 2009 Equity
Incentive Plan, as amended from time to time (the
“Plan”) and which is hereby incorporated by
reference.
WHEREAS,
Grantee is associated with the Company or its affiliate as an
employee; and
WHEREAS,
the Compensation Committee of the Company’s Board of
Directors (the “Committee”) has authorized that Grantee
be granted Restricted Stock Units (“Units”) that upon
vesting will be converted to shares of the Company’s Common
Stock (“Stock”) subject to the restrictions stated
below;
NOW,
THEREFORE, the parties agree as follows:
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1.
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Grant of Units
. Subject to the terms
and conditions of this Agreement and the Plan, the Company hereby
grants Units to Grantee.
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2.
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Vesting Schedule
. The Units shall vest
as to one-fourth (1/4) of the Units on the first anniversary of the
Grant Date, and as to an additional one-fourth (1/4) on each
succeeding anniversary thereof. Provided, however, that
Grantee’s ability to vest in any Units is specifically
conditioned upon Grantee’s maintaining status as an Eligible
Person (as defined in the Plan) as of each vesting date.
Notwithstanding the foregoing conditional annual vesting schedule,
the interest of Grantee in the Units shall vest as to:
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2.1.
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100% of the then unvested Units upon
a Change of Control. For purposes of this Agreement, a
“Change of Control” shall mean the first to occur on or
after the Grant Date of any of the following:
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(a) The
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more (on a fully diluted basis) of either (A) the then
outstanding shares of Stock, taking into account as outstanding for
this purpose such Stock issuable upon the exercise of options or
warrants, the conversion of convertible stock or debt, and the
exercise of any similar right to acquire such Stock (the
“Outstanding Company Common Stock”) or (B) the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control:
(x) any acquisition by the Company or any
“affiliate” of the Company, within the meaning of 17
U.S. C.F.R. § 230.405 (an “Affiliate”),
(y) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliate,
(z) any acquisition by any corporation or business entity
pursuant to a transaction which complies with clauses (A) and
(B) of subsection (a) of this Section 2.1 (persons
and entities described in clauses (x), (y), and (z) being
referred to herein as “Permitted Holders”);
Restricted
Stock Unit Grant Agreement
Page 2
(b) The
consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of
the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any Permitted Holder)
beneficially owns, directly or indirectly, 50% or more (on a fully
diluted basis) of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business
Combination, taking into account as outstanding for this purpose
such common stock issuable upon the exercise of options or
warrants, the conversion of convertible stock or debt, and the
exercise of any similar right to acquire such common stock, or the
combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority
of the members of the board of directors of the corporation
resulting from such Business Combination were members of the
incumbent Board at the time of the execution of the initial
agreement providing for such Business Combination;
(c) The
approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company;
(d) The
sale of at least 80% of the assets of the Company to an unrelated
party, or completion of a transaction having a similar effect;
or
(e) The
individuals who on the date of this Agreement constitute the
Company’s Board of Directors thereafter cease to constitute
at least a majority thereof; provided that any person becoming a
member of the Board of Directors subsequent to the date of this
Agreement and whose election or nomination was approved by a vote
of at least two-thirds of the directors who then comprised the
Board of Directors immediately prior to such vote shall be
considered a member of the Board of Directors on the date of this
Agreement.
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2.2.
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100% of the unvested Units upon
Grantee’s death.
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3.
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Conversion into
Stock.
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3.1
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Subject to Sections 3.6 and 4
below, shares of Stock will be issued and become free of
restrictions as soon as practicable following vesting of the Units,
provided that Grantee has satisfied all Tax-Related Items as
defined in Section 5 of this Agreement and Grantee has
completed, signed and returned any documents and taken any
additional action that the Company deems appropriate to enable it
to accomplish the delivery of the shares of Stock. In no event
shall the Company issue the shares of Stock later than
March 15 of the calendar year which begins after the calendar
year in which the vesting event occurs, unless Grantee fails to
satisfy the foregoing conditions for delivery not fewer than seven
(7) days before such date, in which event all such shares of
Stock shall be forfeited.
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3.2
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The
shares of Stock will be issued (i) in the event of
Grantee’s death, in the name of Grantee’s estate,
(ii) a legally designated guardian or representative if
Grantee is legally incompetent, or
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Restricted
Stock Unit Grant Agreement
Page 3
(iii) otherwise,
to Grantee, and may be effected by recording shares on the stock
records of the Company or by crediting shares in an account
established on Grantee’s behalf with a brokerage firm or
other custodian, in each case determined by the Company in its
discretion.
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3.3
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Each Unit will be converted into one
(1) share of Stock.
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3.4
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In
no event shall the Company be obligated to issue fractional
shares.
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3.5
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In
no event shall the Company settle the conversion of Units with
cash, nor shall any dividend equivalents or interest thereon be
credited with respect to the Units.
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3.6
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Not
withstanding the foregoing,
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(a) the
Company shall not be obligated to deliver any shares of Stock
during any period the Company determines that the conversion of a
Unit or the delivery of shares hereunder would violate any laws of
the United States or Grantee’s country of residence or
employment and/or may issue shares subject to any restrictive
legends that, as determined by the Company’s counsel, is
necessary to comply with securities or other regulatory
requirements, and
(b) the
date on which the shares are issued may include a delay in order to
provide the Company such time as it determines appropriate to
address Tax-Related Items and other administrative
matters.
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3.7
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Grantee will have rights of a
stockholder of Stock only after the shares of Stock have been
issued to Grantee following vesting of his Units and satisfaction
of all other conditions to the issuance of those shares as set
forth in the Agreement. Units shall not entitle Grantee to any
rights of a stockholder of Stock and there are no voting or
dividend rights with respect to the Units. Units shall remain
terminable pursuant to this Agreement at all times until they vest
and convert to shares of Stock. Notwithstanding the foregoing, in
the event of a stock dividend, stock split, or other change in the
Stock, the number of shares of Stock that each unvested Unit is
convertible into shall be proportionately increased or decreased,
as the case may be.
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4.1.
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The
Units granted hereunder may not be sold, pledged or otherwise
transferred in any way whether by operation of law or otherwise,
and may not be subject to execution, attachment or similar process.
Any attempt to sell, pledge or otherwise transfer the Units other
than as permitted above, shall be void and
unenforceable.
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4.2.
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Units that have not yet vested at
the time Grantee ceases to be an Eligible Person, shall be
forfeited by Grantee.
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4.3.
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By
accepting the Units, Grantee represents and agrees for himself and
his transferees (whether by will or the laws of descent and
distribution) that:
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(a) For
the period commencing on the Grant Date and ending on the first
anniversary of the termination of Grantee loses status as an
Eligible Person (such period is hereinafter referred to as the
“Covenant Period”), with respect to any Country in
which the Company is engaged in business during Grantee’s
employment with the Company, Grantee shall not participate or
engage, directly or indirectly, for himself or on behalf of or in
conjunction with any person, partnership, corporation or other
entity, whether as an employee, agent, officer, director,
stockholder, partner, joint venturer, investor or otherwise, in any
business activities if such activity consists of any activity
undertaken or expressly planned to be undertaken by the Company or
any of its subsidiaries or by Grantee at any time during which
Grantee maintained status as an Eligible Person.
Restricted
Stock Unit Grant Agreement
Page 4
(b) Except
with the Company’s prior written approval or as may otherwise
be required by law or legal process, Grantee shall not disclose any
material or information which is confidential to the Company or its
subsidiaries and not in the public domain or generally known in the
industry, whether tangible or intangible, made available, disclosed
or otherwise known to Grantee as a result of Grantee’s status
as an Eligible Person.
(c) During
the Covenant Period, Grantee shall not attempt to influence,
persuade or induce, or assist any other person in so persuading or
inducing, any employee of the Company or its subsidiaries to give
up, or to not commence, employment or a business relationship with
the Company.
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4.4.
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The
Company shall have the right, but not the obligation, to purchase
and acquire from Grantee any or all of the Stock (the
“Repurchased Stock”) received pursuant to any vested
Units if the Committee reasonably determines that Grantee has
violated the covenants set forth in this Agreement or
Grantee’s loss of status as an Eligible Person is a result of
termination of employment for Cause (as defined in the Plan) or
Grantee’s loss of status as an Eligible Person could have
resulted from termination of employment for Cause. The Company may
exercise the right granted to it under this Section 4.4 by
delivering written notice to Grantee stating that the Company is
exercising the repurchase right granted to it under this
Section 4.4. The delivery of such notice by the Company to
Grantee shall constitute a binding commitment of the Company to
purchase and acquire all of the Repurchased Stock. The total
purchase price for the Repurchased Stock shall be delivered to the
Grantee against delivery by Grantee of certificates evidencing the
Repurchased Stock no later than 30 days after the delivery of
the election notice by the Company. The price per share of the
Repurchased Stock shall be the lesser of (1) the Fair Market
Value (as defined in the Plan) of the Repurchased Stock on the date
of the Company’s delivery of its written notice to Grantee or
(2) the Fair Market Value of the Repurchased Stock on the date
that the Units related to the Repurchased Stock vested to the
Grantee.
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4.5.
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The
Company shall have the right, but not the obligation, to cancel any
or all of the unvested Units if the Committee reasonably determines
that Grantee has violated the covenants set forth in this
Agreement. The Company may exercise the right granted to it under
this Section 4.5 by delivering a written notice to Grantee
stating that the Company is exercising the cancellation right
granted to it under this Section 4.5.
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4.6.
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The
parties intend the restrictions in Section 4.3, 4.4 or 4.5 to
be completely severable and independent, and any invalidity or
unenforceability of any one or more such restrictions shall not
render invalid or unenforceable any one or more
restrictions.
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5.
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Loss of Status as an Eligible
Person. If
prior to the Expiration Date Grantee ceases to be an Eligible
Person, the Units shall expire on the earlier of the Expiration
Date or the date that is 90 days after the date upon which
Grantee ceased to be an Eligible Person. In such event, the Units
shall remain exercisable by Grantee until expiration only to the
extent the Units were exercisable at the time that Grantee ceased
to be an Eligible Person.
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6.
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Responsibility for Taxes.
Regardless of any action
the Company or Grantee’s employer (the
“Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other
tax-related items related to Grantee’s participation in the
Plan and legally applicable to Grantee or deemed by the Company or
the Employer to be an appropriate charge to Grantee even if
technically due by the Company or the Employer (“Tax-Related
Items”), Grantee acknowledges that the ultimate liability for
all Tax-Related Items is and remains Grantee’s responsibility
and may exceed the amount actually withheld by the Company or the
Employer. Grantee further acknowledges that the Company and/or the
Employer (1) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any
aspect of the Units, including, but not
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Restricted
Stock Unit Grant Agreement
Page 5
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limited to, the grant, vesting or
conversion of the Units, the issuance of shares of Stock upon
conversion of the Units, the subsequent sale of shares of Stock
issued or to be issued upon conversion of the Units and the receipt
of any dividends; and (2) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the
Units to reduce or eliminate Grantee’s liability for
Tax-Related Items or achieve any particular tax result. Further, if
Grantee has become subject to tax in more than one jurisdiction
between the Grant Date and the date of any relevant taxable event,
Grantee acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one
jurisdiction.
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To
the exte
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