EXHIBIT 10ii
PERSONAL and CONFIDENTIAL
[Date]
[First
Name] [Last Name]
Dear [First
Name]:
I am pleased
to inform you that you have been awarded a nonstatutory stock
option for [number of options] shares of Stryker Corporation Common
Stock at a price of [exercise price] per share. Except as
otherwise provided in the enclosed Terms and Conditions, this
option shall expire on [ten years from date of grant] and will
become exercisable 20% per year beginning on [first anniversary of
date of grant].
This option is
subject to the enclosed Terms and Conditions and the provisions of
the Company's 2006 Long-Term Incentive Plan. You should
retain this letter and the enclosed Terms and Conditions as
evidence of the grant to you.
Also enclosed
is a memorandum that provides certain information about options
granted to you under the 2006 Long-Term Incentive Plan, and a Stock
Option Exercise Form.
You are one of
a select group of individuals receiving an option grant which we
use to reward performers who we believe will be key contributors to
our growth well into the future. Continued strong growth will
also hopefully generate meaningful gains in the value of these
options in the years ahead . We continue to be
excited about Stryker's prospects and I am confident that your
efforts will play a big part in helping us achieve our goal of
becoming one of the best companies on the planet.
Sincerely,
/s/ Stephen P. MacMillan
Stephen P. MacMillan
President and Chief Executive Officer
SPM/se
Enclosures
C: [Division
Heads]
STRYKER CORPORATION
U.S. TERMS AND CONDITIONS
RELATING TO NONSTATUTORY STOCK OPTIONS GRANTED
PURSUANT TO THE 2006 LONG-TERM INCENTIVE PLAN
ON
[DATE]
1. The Options to
purchase Common Stock of Stryker Corporation (the "Company")
granted to you on [DATE] are subject to all of the terms and
conditions of the Company's 2006 Long-Term Incentive Plan, as
amended (the "Plan"), and are incorporated herein by
reference. In the case of a conflict between these Terms and
Conditions and the terms of the Plan, the provisions of the Plan
will govern. Capitalized terms used but not defined herein have the
meaning provided therefor in the Plan.
2. Upon the
termination of your employment with the Company or a Subsidiary,
your right to exercise the Options shall be only as follows:
(a) If your employment is
terminated by Retirement, you or your estate (in the event of your
death after such termination) shall have the right, at any time on
or prior to [ten years from date of grant] to exercise the Options
with respect to all or any part of the Shares subject thereto,
regardless of whether the right to purchase Shares had accrued on
or before the last day on which you were an Employee of the Company
or any Subsidiary.
(b) If your employment is
terminated by reason of Disability or death, your estate shall have
the right, for a period of one year following such termination, to
exercise the Options with respect to all or any part of the Shares
subject thereto, regardless of whether the right to purchase such
Shares had accrued on or before the date of such termination.
(c) If you cease to be an
Employee of the Company or a Subsidiary for any reason other than
those provided in (a) or (b) above, you or your estate (in the
event of your death after such termination) may, within the thirty
(30)-day period following such termination, exercise the Options
with respect to only such number of Shares as to which the right of
exercise had accrued on or before the Termination Date unless the
Committee determines that the Options shall be exercisable as to a
greater portion thereof.
(d) Notwithstanding the
foregoing, the Options shall not be exercisable in whole or in part
(i) after [ten years from date of grant], or (ii) except as
provided in Section 3(c) hereof or in the event of termination of
employment because of Disability, Retirement or death, unless you
shall have continued in the employ of the Company or one of its
Subsidiaries for one (1) year following the date of grant of the
Options.
(e) Notwithstanding the
foregoing, if you are eligible for Retirement but cease to be an
Employee of the Company or a Subsidiary for any other reason before
you retire, your right to exercise the Options shall be determined
as if your employment ceased by reason of Retirement.
(f) If you are both
an Employee and a Director, the provisions of this Section 2 shall
not apply until such time as you are neither an Employee nor a
Director of the Company.
3. The number of
Shares subject to the Options and the price to be paid therefor
shall be subject to adjustment and the term and exercise dates
hereof may be accelerated as follows:
(a) In the event that the
Shares, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation (whether
by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise) or
if the number of such Shares shall be increased through the payment
of a stock dividend or a dividend on the Shares of rights or
warrants to purchase securities of the Company shall be made, then
there shall be substituted for or added to each Share theretofore
subject to the Options the number and kind of shares of stock or
other securities into which each outstanding Share shall be so
changed, or for which each such Share shall be exchanged, or to
which each such Share shall be entitled. The Options shall
also be appropriately amended as to price and other terms as may be
necessary to reflect the foregoing events. In the event there
shall be any other change in the number or kind of the outstanding
Shares, or of any stock or other securities into which such Shares
sha
