EXHIBIT 10xi
STRYKER
CORPORATION
EXECUTIVE MANAGEMENT AGREEMENT
I, Stephen Si Johnson , and Stryker Corporation
("Stryker" or "the Company") have enjoyed significant mutual
prosperity and success during my time with the Company, including
my most recent experience as Vice President, Group President
MedSurg. This success has transformed the Company into a true
world leader in numerous branches of the medical technology
field. Stryker and my fellow Stryker officers and
executives have acknowledged and accepted that the Company must
cultivate its talent and transition leadership to individuals who
will best position the Company for continued success and I would
like to assist in the transition to help ensure the continued
success of the Company. My transition out of Stryker to
pursue other personal endeavors changes my role, and this Agreement
sets forth the terms of my new role to assist in the transition of
my responsibilities to others and my departure from Stryker.
1.
Transition of Duties and Voluntary Resignation
: Effective January 1, 2009, I resign from the office of Vice
President, Group President MedSurg, thereby relinquishing all
authority to bind or obligate Stryker to any person or entity in
any way, and I will not represent or imply to any person or entity
that I have any such authority. Effective December 31, 2009,
or December 31, 2010 (if Stryker exercises its option to
extend my Advisor role detailed in Paragraph 2 through 2010) ("the
Resignation Date"), I resign from my employment with Stryker with
the intention of pursuing my retirement. Stryker accepts my
resignation from office and from employment, and my permanent
Stryker personnel records will reflect my voluntary resignation
effective as of the Resignation Date.
2.
Advisor Duties : From January 1, 2009, through
December 31, 2009, I will continue my full-time employment with
Stryker as an Advisor to the President and Chief Executive Officer
("CEO"). In that role I will: (a) serve as a key advisor to
the CEO and other senior executives regarding the medical device
industry; (b) provide advice and information, as well as coaching
and mentoring to senior executives during the transition process;
and (c) otherwise cooperate and perform other duties and
responsibilities as assigned by the CEO. To perform this
role, I will maintain an office, as determined by the Company, at
the Stryker Corporate Office in Kalamazoo, Michigan. I
understand and accept that Stryker possesses the right to extend my
role as Advisor through the 2010 calendar year.
3.
Compensation and Benefits : My compensation and
benefits shall be as follows:
(a)
An annual salary of Four Hundred Thousand and 00/100 Dollars
($400,000.00), less all applicable federal, state and local
withholding taxes. Should Stryker choose to extend my role as
Advisor through the 2010 calendar year, the annual salary beginning
January 1, 2010 will be Two Hundred Thousand and 00/100 Dollars
($200,000.00).
(b)
Bonus-eligibility for the 2008 bonus year, subject to the terms of
my 2008 Annual Bonus Objectives.
(c)
Continuation of my health insurance, short-term disability,
long-term disability, and life insurance benefits, as presently
constituted or as amended, subject to the plan(s) terms and
conditions and any changes Stryker may make to those plans.
(d)
Continuation of my participation in the Stryker Corporation 401(k)
Savings & Retirement Plan and Supplemental Savings &
Retirement Plan subject to the plan documents and ERISA.
I acknowledge that I will not be eligible to receive a bonus or
any other compensation in 2009, 2010 and 2011 except for the
compensation set forth in this Agreement.
My base salary and benefits will end at the close of business on
the Resignation Date, except for (a) any benefits to which I may be
entitled after the Resignation Date according to the terms of
Stryker's written benefit plans, (b) my right to purchase continued
health coverage under COBRA, and (c) any rights or benefits that
may not be waived as a matter of law.
4.
Stock Options : For purposes of options to
purchase stock granted on or before December 31, 2008, each option
I hold shall vest and remain exercisable in accordance with its
original terms. With respect to these options, I acknowledge
that I will cease to be an employee on the Resignation Date and
that accordingly, pursuant to the terms of the stock option plan(s)
under which they were granted, as of the Resignation Date (a) any
unvested Options will lapse, and (b) any Options that have vested
as of that date will lapse unless exercised within thirty (30) days
after such date according to the terms of such plans. I
acknowledge and accept that I will not be granted additional stock
options after December 31, 2008.
5.
Cooperation . I agree that up to and following
my resignation of employment with Stryker, I will cooperate with
and assist Stryker in the resolution of corporate structure issues;
employment and other legal claims and lawsuits; internal and
external investigations of Stryker and its employees; and other
workplace issues concerning which I have knowledge. I agree
to execute the documents necessary to resign as a director, member,
shareholder, officer or any other position from Stryker and/or its
affiliated entities. Cooperation will include, but not be
limited to, assistance with any lawsuits or claims brought against
Stryker by any person or entity or any past, present, or future
Stryker employee, any lawsuit or claim brought on behalf of Stryker
and/or any requests to prepare or execute materials related to the
organizational structure of Stryker Corporation and its affiliated
entities.
6.
Indemnification . This Agreement does not
modify the terms of the Indemnification Agreement between the
Company and me dated effective October 24, 2007 ("Indemnification
Agreement"), except that the definition of "Indemnifiable Event" in
Section 1(d) of the Indemnification Agreement shall be amended to
add the words "Advisor to the President and Chief Executive
Officer" after the words "Vice President, Group President MedSurg"
in two places, the purpose of which is to extend the
Indemnification Agreement to employee's role as an Advisor to
President and Chief Executive Officer.
7.
Complete Release and Subsequent Release : By
signing this Agreement, and in exchange for the consideration
provided to me under this Agreement, I waive and release Stryker
from any claims or allegations of any kind that arose or existed at
any time before the time I signed this Agreement. This
release includes, but is not limited to, any claims or allegations
related to or arising from my employment, my resignation from
employment, or any events during
