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EXHIBIT 10.2
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of <<EffectiveDate>> (the
"Effective Date"), by
and between Wright Medical Group, Inc., a Delaware corporation
formerly known as
Wright Acquisition Holdings, Inc. (the "Company"), and
<<Name>> (the
"Participant").
WITNESSETH:
WHEREAS, the Participant currently serves as a member of the
Company's
Board of Directors (the "Board"); and
WHEREAS, the Company desires to afford the Participant the
opportunity to
acquire ownership of the Company's common stock, par value $.01
per share
("Common Stock"), so that (s)he may have a direct proprietary
interest in the
Company's success.
NOW, THEREFORE, in consideration of the covenants and agreements
herein
contained, the parties hereby agree as follows:
1. Grant of Options. Subject to the terms and conditions set
forth herein
and in the Third Amended and Restated Wright Medical Group, Inc.
1999 Equity
Incentive Plan, a copy of which is attached hereto as Exhibit A
(the "Plan"), on
the Effective Date the Company does hereby grant to the
Participant, during the
period commencing on the Effective Date and ending on the 10th
anniversary of
the Effective Date (the "Expiration Date"), the right and option
(the right to
purchase any one share under this Agreement being an "Option")
to purchase from
the Company <<Shares>> shares of Common Stock. The
Option to purchase such
Common Stock shall have an exercise price of
$<<ExercisePrice>> per share (the
Fair Market Value of one share of Common Stock on the date
hereof). The Options
granted pursuant to this Agreement shall constitute Nonqualified
Stock Options
under the Plan.
2. Limitations on Exercise of Options.
(a) Subject to the terms and conditions set forth herein and in
the
Plan, the Options shall vest and become exercisable, on a
cumulative basis, with
respect to 25% of the shares on the first anniversary of the
Effective Date and
on each succeeding anniversary thereafter so long as the
Participant is a member
of the Board (a "Director"); provided, however, upon the
occurrence of a Change
of Control, as defined below, all of the then unvested Options
shall
automatically vest and be fully exercisable and shall remain so
exercisable in
accordance with the terms of this Agreement. The Committee or
the Board may
accelerate the vesting and exercisability of any or all of the
then-unvested
Options at any time.
(b) For the purposes of this Agreement, the term "Change in
Control"
means the first to occur on or after the Effective Date of any
of the following:
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(i) the acquisition by any person or persons acting as a
group
("Person") of capital stock of the Company which, when added to
any
capital stock of the Company already owned by the Person,
constitutes more than fifty percent (50%) of either (i) the
total
fair market value of the outstanding capital stock of the
Company,
or (ii) the total voting power of the outstanding capital stock
of
the Company; provided, however, that a Change in Control will
not be
deemed to have occurred when any Person who owns more than
fifty
percent (50%) of the total fair market value or the total
voting
power of the outstanding capital stock of the Company as of the
date
of this Agreement acquires any additional capital stock of
the
Company; and provided further, that an increase in the
percentage of
the outstanding capital stock of the Company owned by a Person
as a
result of a transaction in which the Company acquires its
capital
stock in exchange for property will be treated as an acquisition
of
such capital stock by such Person; or
(ii) the acquisition by a Person, in a single transaction or
a
series of transactions within a twelve (12) month period, of
capital
stock of the Company representing not less than thirty-five
percent
(35%) of the total voting power of the outstanding capital stock
of
the Company; or
(iii) the acquisition by a Person, in a single transaction or
a
series of transactions within a twelve (12) month period, of
consolidated assets of the Company which have a total gross
fair
market value of not less than forty percent (40%) of the total
gross
fair market value of all of the consolidated assets of the
Company
immediately prior to such acquisition(s), in each case
without
regard to any liabilities associated with such assets;
provided,
however, that a Change in Control will not be deemed to have
occurred when such assets are acquired by:
(1) an entity of which the Company owns, directly or
indirectly, fifty percent (50%) or more of the total fair
market
value or the total voting power of the outstanding capital
stock;
(2) a Person which owns, directly or indirectly, fifty
percent
(50%) or more of the total fair market value or the total
voting
power of the outstanding capital stock of the Company;
(3) an entity of which a Person described in clause (ii)
owns,
directly or indirectly, fifty percent (50%) or more of the
total
fair market value or the total voting power of the
outstanding
capital stock;
(4) an entity which is controlled by the stockholders of the
Company immediately after the transfer; or
(5) a stockholder of the Company in exchange for or with
respect to capital stock of the Company; or
(iv) a majority of the members of the Board is replaced in
any
twelve (12) month period by directors whose appointment or
election
is not endorsed by a
2
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majority of the members of the Board prior to the date of
the
appointment or election.
In making a determination as to whether a Change in Control has
occurred, the
foregoing definition shall be construed and applied in a manner
which would
avoid the imposition of federal income tax on the Participant by
operation of
Section 409A of the Code, if applicable.
3. Non-Transferable. Except as specifically authorized by the
Committee,
the Participant may not transfer the Options except by will or
the laws of
descent and distribution and the Options shall be exercisable
during the
Participant's lifetime only by the Participant or, in the event
of his
incapacity, his guardian or legal representative. Except as so
authorized, no
purported assignment or transfer of the Options, or of the
rights represented
thereby, whether voluntary or involuntary, by operation of law
or otherwise
(except by will or the laws of descent and distribution), shall
vest in the
assignee or transferee any interest or right herein
whatsoever.
4. Termination of Status as a Director.
(a) Disability or Consent. If, prior to the Expiration Date,
the
Participant shall cease to be a Director by reason of a
Disability, as defined
in the Plan, or the Participant's status as a Director shall
terminate with the
written consent of the Committee, then the Options shall remain
exercisable
until the earlier of the Expiration Date or the date that is
[thirty (30)] days
after the date of such termination as a Director, but only to
the extent the
Options were vested and exercisable at the time of such
termination.
(b) Without Cause. If the Participant's status as a Director
shall be
terminated by the Company without Cause, as defined in the Plan,
then the
Options shall remain exercisable until the earlier of the
Expiration Date or the
date that is three (3) months after the date of such termination
as a Director,
but only to the extent the Options were vested and exercisable
at the time of
such termination.
(c) Voluntary; for Cause Termination. If the Participant
voluntarily
terminates his services as a Director for reasons other than
Disability and
without the written consent of the Committee or the
Participant's status as a
Director is terminated for Cause, then all of the Options, to
the extent not
exercised prior to such termination, whether exercisable
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