EXHIBIT 10(ii)
1998
Stock Option Plan
of
STRYKER CORPORATION
_____________
As
Amended through July 23, 2008
and
As Adjusted for the two-for-one stock splits effective May 12, 2000
and May 14, 2004
_____________
1.
Purpose . The purpose of the 1998 Stock Option Plan of
Stryker Corporation (the "Plan") is to advance the interests of
Stryker Corporation (the "Company") and its subsidiaries by
providing a larger personal and financial interest in the success
of the Company and its subsidiaries to employees and directors upon
whose judgment, interest and special efforts the Company and its
subsidiaries are dependent for the successful conduct of its and
their operations and to enable the Company and its subsidiaries to
compete effectively with others for the services of new employees
and directors as may be needed for the continued improvement of the
enterprise. It is believed that the acquisition of such
interest will stimulate the efforts of such employees and directors
on behalf of the Company and its subsidiaries and strengthen their
desire to continue to serve the Company and its subsidiaries.
2.
Grantees . Options may be granted under this Plan to
any employee or director of the Company and its subsidiaries.
The employees and directors of the Company and its subsidiaries to
whom options are granted and the terms of such options shall be
determined by the Compensation Committee appointed pursuant to
Section 10 hereof, except that the full Board of Directors, acting
by affirmative vote of a majority of the directors then in office,
shall make such determinations in the case of directors who are not
also employees of the Company or any subsidiary ("Non-Employee
Directors". A grantee may hold more than one option.
The number of shares of Common Stock, par value $.10 per share (the
"Common Stock"), of the Company subject to options that may be
granted under this Plan in any calendar year to any employee or
director shall not exceed 2,000,000 (the "Annual Limit"). To
the extent required by Section 162(m) of the Internal Revenue Code
of 1986, as amended (the "Code"), shares subject to options that
are canceled shall continue to be counted against the Annual
Limit.
Nothing
contained in this Plan, nor in any option granted pursuant to this
Plan, shall confer upon any employee or director any right to the
continuation of his or her employment or directorship nor limit in
any way the right of the Company or its subsidiaries to terminate
such employment or directorship at any time.
As
used herein, the term "subsidiary" shall mean any present or future
entity that is controlled by the Company, directly or through one
or more intermediaries.
interest of the Common
Stock entitled to vote at the meeting. The date of the
meeting at which such approval is given shall be the adoption date
of this Plan. This Plan shall terminate on the earliest of
(i) ten (10) years from its adoption date (ii) when all shares of
Common Stock that may be issued under this Plan shall have been
issued through exercise of options granted under this Plan or (iii)
at any earlier time that the Board of Directors may determine.
Any
option outstanding under this Plan at the time of its termination
shall remain in effect in accordance with its terms and conditions
and those of this Plan.
4.
The Common Stock . The aggregate number of shares of
Common Stock of the Company that may be issued under this Plan
shall consist of 40,000,000 shares, subject to further adjustment
as provided in Section 7 hereof. Such number of shares may be
set aside out of the authorized but unissued shares of Common Stock
of the Company not reserved for any other purpose or out of shares
of Common Stock held in or acquired for the treasury of the
Company. All or any shares of Common Stock subjected under
this Plan to an option that, for any reason, is canceled,
terminates, lapses or expires unexercised as to such shares may
again be subjected to an option under this Plan. If a grantee
pays the purchase price for an option by surrendering previously
owned shares of Common Stock to the Company (either by actual
delivery or attestation to the ownership) in accordance with the
provisions of Section 5(b)(i)(B) herein or pursuant to a net
exercise arrangement in accordance with the provisions of Section
5(b)(i)(C) herein or satisfies any tax withholding requirement with
respect to any option by having the Company withhold shares of
Common Stock or by surrendering shares of Common Stock in
accordance with Section 9 herein, then such shares surrendered or
withheld to pay the purchase price or used to satisfy such tax
withholding requirement shall count against the aggregate number of
shares of Common Stock that may be issued under this Plan set forth
above in this Section 4.
5. Types of
Options and Terms and Conditions .
(a)
Options granted under this Plan shall be in the form of (i)
incentive stock options as defined in Section 422 of the Code
("incentive stock options") or (ii) options not qualifying under
said Section ("nonstatutory stock options").
(b)
Options may be granted at any time and from time to time prior to
the termination of this Plan. Except as hereinafter provided,
all options granted pursuant to this Plan shall be subject to the
following terms and conditions:
methods set forth below. The Compensation Committee (or the
Board of Directors in the case of options granted to Non-Employee
Directors) shall have the authority to grant options that do not
entitle the grantee to use all methods or that require prior
written consent of the Company to use certain of the methods.
The methods of payment of the purchase price are: (A) cash,
(B) by surrender to the Company (either by actual delivery or
attestation to the ownership) of shares of Common Stock with an
aggregate fair market value on the date of purchase that does not
exceed the aggregate purchase price and payment of cash to the
extent of any remaining balance of the aggregate purchase price or,
(C) by a net exercise arrangement pursuant to which the Company
will reduce the number of shares of Common Stock issued upon
exercise by the largest whole number of shares of the Common
Stock with an aggregate fair market value on the date of
purchase that does not exceed the aggregate purchase price and will
receive from the grantee cash to the extent of any remaining
balance of the aggregate purchase price . The purchase price
shall be subject to adjustment, but only as provided in Section 7
hereof.
(ii)
Duration and Exercise of Options . Options may be
granted for terms of up to but not exceeding ten (10) years from
the date the particular option is granted. Options shall be
exercisable as provided by the Compensation Committee (or the Board
of Directors in the case of options granted to Non-Employee
Directors) at the time of grant thereof.
[Note: The lead in to Section 5(b)(iii) and the paragraphs
entitled "Retirement," "Disability or Death" and "Other Reasons" as
set forth below apply to options granted on or after February 7,
2006. See the relevant terms and conditions of each option
grant for the termination provisions applicable with respect to
options granted before that date.]
(iii)
Termination of Employment or Service as a Director .
Upon the termination of the grantee's employment or service as a
director, except as otherwise provided under terms of a particular
grant, his or her rights to exercise an option shall be as
follows:
Retirement . If a grantee's employment or service as a
director terminates by reason of retirement, the grantee or the
grantee's estate (in the event of death after such termination)
may, at any time prior to the fixed termination date provided in
the option, exercise the option with respect to all or any part of
the shares of Common Stock subject thereto, regardless of whether
the right to purchase such shares had accrued on or before the last
day on which the grantee was either an employee or director of the
Company or any subsidiary. Anything in this Plan to the
contrary notwithstanding, if a grantee were eligible for retirement
but ceased to be an employee or director by reason of disability,
death or any other reason before such grantee retired, his or her
rights to exercise an option shall be as if such grantee's
employment or service as a director ceased by reason of
retirement. If an incentive stock option is exercised after
the exercise period that is applicable for purposes of Section 422
of the Code, such option shall be treated as a nonstatutory stock
option. For purposes of this
Plan, "retirement" means termination of employment with or service
as a director of the Company and/or its subsidiaries on or after
the grantee's 65th birthday or the grantee's 60th birthday if the
grantee has completed or is otherwise credited with ten (10) years
of service as an employee or director of the Company and/or its
subsidiaries.
Disability or Death . If a grantee's employment or
service as a director of the Company and/or its subsidiaries
terminates by reason of disability or death, the grantee or the
grantee's estate may, within one year following such termination,
exercise the option with respect to all or any part of the shares
of Common Stock subject thereto, regardless of whether the right to
purchase such shares had accrued on or before the date of such
termination. If an incentive stock option is exercised after
the exercise period that is applicable for purposes of Section 422
of the Code, such option shall be treated as a nonstatutory stock
option. For purposes of this Plan, "disability" means (i)
when used in the context of an option other than an incentive stock
option, a physical or mental condition that qualifies as a
disability under the lo
