EXHIBIT 10iv
PERSONAL and CONFIDENTIAL
[Date]
[First Name]
[Last Name]
[Title]
Dear [First
Name]
I am pleased
to inform you that you have been awarded [Number of Shares]
Restricted Stock Units. This is a special one-time
incentive approved by the Board of Directors for the Executive
Leadership team, based on your leadership to date and our hopes and
aspirations for the future. Continued strong financial
performance will also hopefully generate meaningful gains in the
value of this award in the years ahead - we all have a vested
interest in making this even more valuable!
The Restricted
Stock Units will vest as follows:
|
% Vested
|
No. of Shares
|
|
First anniversary of
the date of grant
|
16.67%
|
[Yr1]
|
|
Second anniversary of
the date of grant
|
33.33%
|
[Yr2]
|
|
Third anniversary of
the date of grant
|
50%
|
[Yr3]
|
This award 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 Restricted Stock Units awarded to you.
Also enclosed
is a memorandum that provides certain information about Restricted
Stock Units awarded to you under the 2006 Long-Term Incentive
Plan.
We continue to
be excited about Stryker's prospects and I am confident that your
efforts - along with the rest of the XLT - 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
STRYKER CORPORATION
U.S. TERMS AND CONDITIONS
RELATING TO RESTRICTED STOCK UNITS GRANTED
PURSUANT TO THE 2006 LONG-TERM INCENTIVE PLAN
ON
[Date]
1. The Restricted
Stock Units with respect to 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"), which 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. Your right to
receive the shares of Common Stock issuable pursuant to the
Restricted Stock Units upon vesting shall be only as follows:
(a) If you cease to
be an Employee of the Company or a Subsidiary by reason of
Disability or death, you or your estate will become fully vested in
your Restricted Stock Units, and you or your estate will receive
all of the underlying Shares as soon as administratively
practicable following your termination by reason of Disability or
your death.
(b) If you cease to be an
Employee of the Company or a Subsidiary for any reason other than
those provided in (a) above or if your role and/or
responsibilities with the Company or a Subsidiary are decreased
significantly for any reason from those assigned to you on the date
of grant of the Restricted Stock Units, you or your estate (in the
event of your death after such termination) shall cease vesting in
your Restricted Stock Units effective as of your Termination Date
or the date that your role and/or responsibilities are decreased
significantly, as applicable, and you will receive the underlying
Shares attributable to any previously vested Restricted Stock Units
as soon as administratively practicable following your
termination.
3. The number of
Shares subject to the Restricted Stock Units shall be subject to
adjustment and the vesting 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 Restricted Stock Units 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
other terms of the Restricted Stock Units shall also be
appropriately amended as may be necessary to reflect the foregoing
events. In the event there shall be a
