WRIGHT
MEDICAL GROUP, INC.
Stock Option Grant Agreement
Non-Employee Director
Award
Granted to (“Grantee”):
Grant Date:
Number of Shares (“Shares”):
Option Price:
THIS
STOCK OPTION GRANT AGREEMENT (the “Agreement”) 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 a
non-employee director; and
WHEREAS,
the Compensation Committee of the Company’s Board of
Directors (the “Committee”) has authorized that Grantee
be granted the right and option to purchase from the Company the
Shares of the Company’s Common Stock (“Stock”)
subject to the terms and restrictions stated below;
NOW,
THEREFORE, the parties agree as follows:
|
1.
|
|
Grant of Options
. Subject to the terms
and conditions of this Agreement and of the Plan, the Company
hereby grants to Grantee the right and option (the right to
purchase any one share of Stock under this Agreement being an
“Option”) during the period commencing on the Grant
Date and ending on the 10th anniversary of the Grant Date (the
“Expiration Date”) to purchase from the Company the
Shares. Each Option shall have an exercise price per share equal to
the Option Price indicated above.
|
|
|
|
|
|
2.
|
|
Vesting Schedule
. The Options shall vest
on the first anniversary of the Grant Date, conditioned upon
Grantee maintaining status as an Eligible Person (as defined in the
Plan) as of the vesting date. Notwithstanding the foregoing, the
interest of Grantee to the Options shall vest as to:
|
|
|
2.1.
|
|
100% of the then unvested Options
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:
|
(a) The
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the 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
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
Stock
Option Grant Agreement
Page 2
subsection
(a) of this Section 2.1 (persons and entities described
in clauses (x), (y), and (z) being referred to herein as
“Permitted Holders”);
(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 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.
|
3.
|
|
Restrictions . Except as specifically authorized
by the Committee, Grantee may not transfer the Options except by
will or the laws of descent and distribution and the Options shall
be exercisable during the Grantee’s lifetime only by the
Grantee or, in the event of Grantee’s incapacity,
Grantee’s guardian or legal representative. Except as so
authorized, no purported assignment or transfer of the Options, or
of the rights represented thereby, whether voluntary or
involuntary, by operation of law or otherwise (except by will or
the laws of descent and distribution), shall vest in the assignee
or transferee any interest or right herein whatsoever.
|
|
|
|
|
|
4.
|
|
Exercise; Payment for and Delivery
of Shares .
Options which have become exercisable may be exercised by delivery
of written notice of exercise to the Committee accompanied by
payment of the Option Price. The Option Price shall be payable in
cash and/or shares of Stock value at the Fair Market Value (as
defined in the Plan) on the date the Option is exercised or, in the
discretion of the
|
Stock
Option Grant Agreement
Page 3
|
|
|
Committee, either (i) in other
property having a fair market value on the date of exercise equal
to the Option Price, or (ii) by delivering to the Committee a
copy of irrevocable instructions to a stockbroker to deliver
promptly to the Company an amount of sale or loan proceeds
sufficient to pay the Option Price. Payment in currency or by
certified or cashier’s check shall be considered payment in
cash.
|
|
|
|
|
|
5.
|
|
Loss of Status
.
|
(a) If,
prior to the Expiration Date, Grantee does not stand for reelection
by a vote of the Company’s stockholders and retires from the
Board at the end of Grantee’s term as Director and Grantee
ceases to be an Eligible Person, then subject to Section 5(c),
(i) the Options shall expire on the earlier of the Expiration Date
or the date that is ninety days after the last day of
Grantee’s
|
