EXHIBIT 10xiv
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (this "Agreement"), effective as of
[Date], between Stryker Corporation, a Michigan corporation (the
"Company"), and __________________ (the "Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors the most capable persons available;
WHEREAS, Indemnitee is a director of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased
risk of litigation and other claims being asserted against
directors of public companies in today's environment;
WHEREAS, the By-laws of the Company require the Company to
indemnify and advance expenses to its directors to the full extent
permitted by law and the Indemnitee has been serving and continues
to serve as a director of the Company in part in reliance on such
By-laws;
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance
Indemnitee's continued service to the Company in an effective
manner, the increasing difficulty in obtaining satisfactory
director and officer liability insurance coverage, and Indemnitee's
reliance on the aforesaid By-laws, and in part to provide
Indemnitee with specific contractual assurance that the protection
promised by such By-laws will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation
of such By-laws or any change in the composition of the Company's
Board of Directors or acquisition transaction relating to the
Company), the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitee to
the fullest extent (whether partial or complete) permitted by law
and as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance
policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request,
another enterprise, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Certain
Definitions :
(a) Change in
Control : shall be deemed to have occurred if (i) any "person"
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing
30% or more of the total voting power represented by the Company's
then outstanding Voting Securities, or (ii) during any period of
two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for
election by the Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of (in one transaction or a
series of transactions) all or substantially all the Company's
assets.
(b) Claim :
any threatened, pending or completed action, suit or proceeding, or
any inquiry or investigation, whether instituted by the Company or
any other party, that Indemnitee in good faith believes might lead
to the institution of any such action, suit proceeding, whether
civil, criminal, administrative, investigative or other and whether
formal or informal.
(c) Expenses
: include attorneys' fees and all other costs, expenses and
obligations paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in,
any Claim relating to any Indemnifiable Event.
(d) Indemnifiable
Event : any event or occurrence related to the fact that
Indemnitee is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust
or other enterprise, whether for profit or not, or by reason of
anything done or not done by Indemnitee in any such capacity.
(e) Independent Legal
Counsel : an attorney or firm of attorneys, selected in
accordance with the provisions of Section 3, who shall not have
otherwise performed services for the Company or Indemnitee within
the last five years (other than with respect to matters concerning
the rights of Indemnitee under this Agreement, or of other
indemnitees under similar indemnity agreements).
(f) Voting
Securities : any securities of the Company which vote
generally in the election of directors.
2. Basic
Indemnification Arrangement . In the event Indemnitee
was, is or becomes a party to or witness or other participant in,
or is threatened to be made a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law, as soon as practicable but in any
event no later than thirty days after written demand is presented
to the Company, against any and all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties or amounts
paid in settlement) of such Claim. If so requested by
Indemnitee, the Company shall advance (within five business days of
such request) any and all Expenses to Indemnitee (an "Expense
Advance"). Indemnitee undertakes and agrees to repay such
Expense Advances if and only to the extent that it shall ultimately
be determined by final judgment of a court of competent
jurisdiction (as to which all rights of appeal have been exhausted
or lapsed) that Indemnitee is not entitled to be indemnified by the
Company under applicable law for the applicable Indemnifiable
Event. This undertaking to repay such Expense Advances shall
be unsecu
