Dear

EXHIBIT 10v

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:

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

NON-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 (as such term is defined in the Plan or determined under local law) 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 (which is defined in the Plan as the earliest of (i) the date on which notice of termination is provided to you, (ii) the last day of your active service with the Company or a Subsidiary or (iii) the last day on which you are an Employee of the Company or a Subsidiary, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws) 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.

 (c)       If you are a local national of and/or employed in a country that is a member of the European Union, the grant of the Restricted Stock Units and the terms and conditions governing the Restricted Stock Units are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age Discrimination Rules").  To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Restricted Stock Units is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

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 any other change in the number or kind of the outstanding Shares, or of any stock or other securities into which such Common Stock shall have been exchanged, then if the Compensation Committee shall, in its sole discretion, determine that such change equitably requires an adjustment in the Restricted Stock Units, such adjustment shall be made in accordance with such determination.

(b)        Fractional Shares resulting from any adjustment in the Restricted Stock Units may be settled in cash or otherwise as the Compensation Committee shall determine.  Notice of any adjustment will be given to you and such adjustment (whether or n