EXHIBIT 10xv
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (this "Agreement"), effective as of
[Date], between Stryker Corporation, a Michigan corporation (the "
Company "), and [Indemnitee] (the " Indemnitee
").
WHEREAS, it is essential to the Company to retain and attract as
its principal officers the most capable persons available;
WHEREAS, Indemnitee is [Title] of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased
risk of litigation and other claims being asserted against officers
of public companies in today's environment;
WHEREAS, the By-laws of the Company require the Company to
indemnify and advance expenses to certain officers as designated by
the Board of Directors to the full extent permitted by law and the
officer position in which the Indemnitee currently serves is one of
the officer positions that has been designated by the Board of
Directors for such indemnification as long as the Indemnitee
continues to serve in such positon;
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 and the increasing difficulty in obtaining
satisfactory director and officer liability insurance coverage, and
in part to provide Indemnitee with specific contractual assurance
that the protection provided 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
in connection with the Indemnitee's continued service as [Title] of
the Company 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 or 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 [Title] of the Company or, during the period
that the Indemnitee continues to serve as [Title], 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.
