EX-4.3 2009 EQUITY INCENTIVE PLAN






Exhibit 4.3




WRIGHT MEDICAL GROUP, INC.




2009 EQUITY INCENTIVE PLAN




     1. Purpose.



          (a) The purpose of the Plan is to provide a means through which the Company may attract able
persons to become and remain directors of the Company or any Related Entity and enter and remain in
the employ of the Company or any Related Entity and to provide a means whereby employees, directors
and consultants of the Company and any Related Entity can acquire and maintain Stock ownership, or
be paid incentive compensation measured by reference to the value of Stock, thereby strengthening
their commitment to the welfare of the Company and promoting an identity of interest between
stockholders and these employees, directors and consultants.




          (b) So that the appropriate incentive can be provided, the Plan provides for granting
Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Share Units and Stock Bonus, or any combination of the
foregoing.




     2. Definitions. The following definitions shall be applicable throughout the Plan:



          (a) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified
Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share
Unit or Stock Bonus granted under the Plan.




          (b) “Award Period” means a period of time within which performance is measured for the purpose
of determining whether a Performance Share Unit has been earned.




          (c) “Board” means the Board of Directors of the Company.




          (d) “Cause” means the Company or a Related Entity having cause to terminate a Participant’s
employment or service in accordance with the provisions of any existing employment, consulting or
any other agreement between the Participant and the Company or a Related Entity or, in the absence
of such an employment, consulting or other agreement, upon (i) the determination by the Committee
that the Participant has ceased to perform the Participant’s duties to the Company or a Related
Entity (other than as a result of the Participant’s incapacity due to physical or mental illness or
injury), which failure amounts to intentional and extended neglect of the Participant’s duties,
(ii) the Committee’s determination that the Participant has engaged or is about to engage in
conduct injurious to the Company or a Related Entity, or (iii) the Participant having plead no
contest to a charge of a felony or having been convicted of a felony.




          (e) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor provisions to such
section and any regulations under such section.




          (f) “Committee” means the full Board, the Compensation Committee of the Board or such other
committee as the Board may appoint to administer the Plan.




          (g) “Common Stock” means the common stock, par value $0.01 per share, of the Company.




          (h) “Company” means Wright Medical Group, Inc., a Delaware corporation, and any successor
thereto.




          (i) “Date of Grant” means the date on which the granting of an Award is authorized, or such
other date as may be specified in such authorization.




 









 








          (j) “Disability” means the complete and permanent inability by reason of illness or accident
to perform the duties of the occupation at which a Participant was employed or served when such
disability commenced or, if the Participant was retired when such disability commenced, the
inability to engage in any substantial gainful activity, in either case as determined by the
Committee based upon medical evidence acceptable to it.




          (k) “Eligible Person” means any (i) person regularly employed by the Company or any Related
Entity; provided, however, that no such employee covered by a collective bargaining agreement shall
be an Eligible Person unless and to the extent that such eligibility is set forth in such
collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of
the Company or any Related Entity; or (iii) consultant to the Company or any Related Entity.




          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (m) “Fair Market Value” on a given date means (i) if the Stock is listed on a national
securities exchange, the closing price of a share of Stock reported as having occurred on the
primary exchange with which the Stock is listed and traded on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding date on which such a sale was
reported; (ii) if the Stock is not listed on any national securities exchange but is quoted on an
automated quotation system, the closing price of a share of Stock reported on the date prior to
such date, or, if there is no such sale on that date, then on the last preceding date on which a
sale was reported; or (iii) if the Stock is not listed on a national securities exchange nor quoted
on an automated quotation system, the amount determined pursuant to one of the methods set forth in
Treas. Reg. § 1.409A-1(b)(5)(iv)(B)(2), as elected by the Committee.




          (n) “Full Value Award” means any Award, other than Options or Stock Appreciation Rights, which
is settled by the issuance of Common Stock.




          (o) “Holder” means a Participant who has been granted an Award.




          (p) “Incentive Stock Option” means an Option granted by the Committee to a Participant under
the Plan which is designated by the Committee as an Incentive Stock Option pursuant to Section 422
of the Code.




          (q) “Non-Employee Director” means a “non-employee director” within the meaning of Rule 16b-3
of the Exchange Act or any successor rule or regulation.




          (r) “Nonqualified Stock Option” means an Option granted under the Plan which is not designated
as an Incentive Stock Option.




          (s) “Normal Termination” means termination of status as an Eligible Person:




               (i) upon retirement pursuant to the retirement plan of the Company or any Related Entity, as
may be applicable at the time to the Participant in question;



               (ii) on account of Disability;



               (iii) with the written approval of the Committee;



               (iv) voluntary on the part of the Participant; or



               (v) by the Company or any Related Entity without Cause.



          (t) “Option” means an Award granted under Section 7 of the Plan.




 









 








          (u) “Option Period” means the period described in Section 7(c).




          (v) “Option Price” means the exercise price set for an Option described in Section 7(a).




          (w) “Participant” means an Eligible Person who has been selected by the Committee to
participate in the Plan and to receive an Award.




          (x) “Performance Goals” means the performance objectives of the Company or a Related Entity
during an Award Period or Restricted Period established for the purpose of determining whether, and
to what extent, Awards will be earned for an Award Period or Restricted Period.




          (y) “Performance Share Unit” means a hypothetical investment equal to one share of Stock
granted in connection with an Award made under Section 9 of the Plan.




          (z) “Plan” means the Wright Medical Group, Inc. 2009 Equity Incentive Plan, as may be amended
and/or restated from time to time.




          (aa) “Qualified Committee” means a committee composed of at least two Qualified Directors.




          (bb) “Qualified Director” means a person who is (i) an Non-Employee Director and (ii) an
“outside director” within the meaning of Section 162(m) of the Code.




          (cc) “Related Entity” means, when referring to a subsidiary, any business entity (other than
the Company) which, at the time of the granting of an Award, is in an unbroken chain of entities
ending with the Company, if stock or voting interests possessing 50% or more of the total combined
voting power of all classes of stock or other ownership interests of each of the entities other
than the Company is owned by one of the other entities in such chain and, when referring to a
parent entity, the term “Related Entity” shall mean any entity in an unbroken chain of entities
ending with the Company if, at the time of the granting of the Award, each of the entities other
than the Company owns stock or other ownership interests possessing 50% or more of the total
combined voting power of all classes of stock (or other ownership interests) in one of the other
entities in such chain. In addition, with respect to an Incentive Stock Option, the definition of
“Related Entity” as used in this Plan shall apply by only considering entities that are
corporations.




          (dd) “Restricted Period” means, with respect to any share of Restricted Stock or any
Restricted Stock Unit, the period of time determined by the Committee during which such Award is
subject to the restrictions set forth in Section 10.




          (ee) “Restricted Stock” means an Award of Restricted Stock granted under Section 10 of the
Plan.




          (ff) “Restricted Stock Unit” means a hypothetical investment equal to one share of Stock
granted in connection with an Award made under Section 10 of the Plan.




          (gg) “Securities Act” means the Securities Act of 1933, as amended.




          (hh) “Stock” means the Common Stock or such other authorized shares of stock of the Company as
from time to time may be authorized for use under the Plan.




          (ii) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.




          (jj) “Stock Bonus” means an Award granted under Section 11 of the Plan.




 









 








          (kk) “Stock Option Agreement” means the agreement between the Company and a Participant who
has been granted an Option pursuant to Section 7 which defines the rights and obligations of the
parties as required in Section 7(d).




          (ll) “Vested Unit” shall have the meaning ascribed thereto in Section 10(e).




     3. Effective Date, Duration and Shareholder Approval. The Plan shall be effective as
of May 13, 2009. The effectiveness of the Plan and the validity of any and all Awards granted
hereunder is contingent upon approval of the Plan by the stockholders of the Company in a manner
which complies with (i) Section 422(b)(1) and, to the extent provided in Section 16 herein, Section
162(m) of the Code and (ii) if listed, the requirements of the national securities exchange with
which the Stock is listed. Unless and until the stockholders approve the Plan in compliance with
the applicable requirements, no Award granted hereunder shall be effective. The expiration date of
the Plan, after which no Awards may be granted hereunder, shall be May 13, 2019; provided, however,
that the administration of the Plan shall continue in effect until all matters relating to the
payment of Awards previously granted have been settled.



     4. Administration. The Plan shall be administered by the full Board or the Committee,
provided that the Committee shall be composed of at least two persons, each member of which, at the
time he takes any action with respect to an Award under the Plan, shall be a Non-Employee Director;
and further provided, that to the extent that the Company determines that an Award is intended to
comply with Section 162(m) of the Code, the Plan shall be administered by a Qualified Committee.
The majority of the members of the Committee shall constitute a quorum. The acts of a majority of
the members present at any meeting at which a quorum is present or acts approved in writing by a
majority of the Committee shall be deemed the acts of the Committee. Subject to the provisions of
the Plan, the Committee shall have exclusive power to:



          (a) select the Eligible Persons to participate in the Plan;




          (b) determine the nature and extent of the Awards to be made to each Participant;




          (c) determine the time or times when Awards will be made to Participants;




          (d) determine the duration of each Award Period and Restricted Period;




          (e) determine the conditions to which the payment of Awards may be subject;




          (f) establish the Performance Goals for each Award Period;




          (g) prescribe the form of Stock Option Agreement or other form or forms evidencing Awards; and




          (h) cause records to be established in which there shall be entered, from time to time as
Awards are made to Participants, the date of each Award, the number of Incentive Stock Options,
Nonqualified Stock Options, SARs, Restricted Stock Units, Performance Share Units, shares of
Restricted Stock and Stock Bonuses awarded by the Committee to each Participant, the expiration
date, the Award Period and the duration of any applicable Restricted Period.



The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt,
or revise such rules and regulations and to make all such determinations relating to the Plan as it
may deem necessary or advisable for the administration of the Plan. The Committee’s interpretation
of the Plan or any documents evidencing Awards granted pursuant thereto and all decisions and
determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on
all parties unless otherwise determined by the Board.




 









 








     5. Grant of Awards; Shares Subject to the Plan. The Committee may, from time to time,
grant Awards of Options, Stock Appreciation Rights, Restricted Stock Units, Performance Share
Units, shares of Restricted Stock, Stock Bonuses to one or more Eligible Persons; provided,
however, that:



          (a) Subject to Section 13, the aggregate number of shares of Stock which may be made subject
to all Awards shall be equal to the sum of (i) 750,000 shares of Common Stock plus (ii) the number
of shares of Stock granted under the Company’s Fifth Amended and Restated 1999 Equity Incentive
Plan, as amended, that are not exercised or are forfeited, lapse or expire, or otherwise terminate
without delivery of any Stock subject thereto, to the extent such Stock would otherwise again have
been available for issuance under such Fifth Amended and Restated 1999 Equity Incentive Plan, as
amended. The number of Full Value Awards may not exceed the sum of (i) 750,000 shares of Common
Stock plus (ii) the number of shares of Full Value Awards permitted under the Company’s Fifth
Amended and Restated 1999 Equity Incentive Plan, as amended, that have not been granted to an
Eligible Person, to the extent such Stock would otherwise again have been available for issuance
under such Fifth Amended and Restated 1999 Equity Incentive Plan. Any and all shares of Stock that
may be made subject to Awards are authorized to be issued pursuant to Incentive Stock Options;




          (b) Such shares shall be deemed to have been used in payment of Awards whether they are
actually delivered or the Fair Market Value equivalent of such shares is paid in cash. In the
event any Option, SAR not attached to an Option, Restricted Stock, Restricted Stock Unit or
Performance Share Unit shall be surrendered, terminate, expire, or be forfeited, the number of
shares of Stock no longer subject thereto shall thereupon be released and shall thereafter be
available for new Awards under the Plan;




          (c) Stock delivered by the Company in settlement of Awards under the Plan may be authorized
and unissued Stock or Stock held in the treasury of the Company or may be purchased on the open
market or by private purchase; and




          (d) The Committee may, in its sole discretion, require a Participant to pay consideration for
an Award in an amount and in a manner as the Committee deems appropriate.




     6. Eligibility. Participation shall be limited to Eligible Persons who have received
written notification from the Committee, or from a person designated by the Committee, that they
have been selected to participate in the Plan.



     7. Discretionary Grant of Stock Options. The Committee is authorized to grant one or
more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided,
however, that no Incentive Stock Options shall be granted to any Eligible Person who is not an
employee of the Company or a Related Entity. Each Option granted shall be subject to the following
conditions, or to such other conditions as may be reflected in the applicable Stock Option
Agreement:



          (a) Option Price. The exercise price (“Option Price”) per share of Stock for each
Option shall be set by the Committee at the time of grant; provided, however, that no Option shall
be granted with a per share exercise price that is less than the Fair Market Value of a share of
Stock at the Date of Grant.




          (b) Manner of Exercise and Form of Payment. Options which have become exercisable may
be exercised by delivery of written notice of exercise to the Committee accompanied by payment of
the Option Price. The Option Price shall be payable in cash and/or shares of Stock valued at the
Fair Market Value on the date the Option is exercised or, in the discretion of the Committee,
either (i) in other property having a fair market value on the date of exercise equal to the Option
Price, or (ii) by delivering to the Committee a copy of irrevocable instructions to a stockbroker
to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the Option
Price.




          (c) Option Period and Expiration. Options shall vest and become exercisable in such
manner and on such date or dates determined by the Committee and shall expire after such period,
not to exceed ten years



 









 






from the Date of Grant, as may be determined by the Committee (the “Option Period”), provided,
however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole
discretion accelerate the exercisability of any Option, which acceleration shall not affect the
terms and conditions of any such Option other than with respect to exercisability. If an Option is
exercisable in installments, such installments or portions thereof which become exercisable shall
remain exercisable until the Option expires.




     Unless otherwise stated in the applicable Option Agreement, the Option shall expire earlier
than the end of the Option Period in the following circumstances:



               (i) If prior to the end of the Option Period, the Holder shall undergo a Normal Termination,
the Option shall expire on the earlier of the last day of the Option Period or the date that is
thirty days after the date of such Normal Termination. In such event, the Option shall remain
exercisable by the Holder until its expiration, only to the extent the Option was exercisable at
the time of such Normal Termination.



               (ii) If the Holder dies prior to the end of the Option Period and while still in the employ or
service of the Company or any Related Entity or within thirty days of Normal Termination, the
Option shall expire on the earlier of the last day of the Option Period or the date that is thirty
days after the date of death of the Holder. In such event, the Option shall remain exercisable by
the person or persons to whom the Holder’s rights under the Option pass by will or the applicable
laws of descent and distribution until its expiration, only to the extent the Option was
exercisable by the Holder at the time of death.



               (iii) If the Holder ceases to be Eligible Person for reasons other than Normal Termination or
death, the Option shall expire immediately upon such cessation of the Holder’s status as an
Eligible Person.



          (d) Stock Option Agreement — Other Terms and Conditions. Each Option granted under
the Plan shall be evidenced by a Stock Option Agreement, which shall contain such provisions as may
be determined by the Committee and, except as may be specifically stated otherwise in such Stock
Option Agreement, which shall be subject to the following terms and conditions:




               (i) Each Option issued pursuant to this Section 7 or portion thereof that is exercisable shall
be exercisable for the full amount or for any part thereof.



               (ii) Each share of Stock purchased through the exercise of an Option issued pursuant to this
Section 7 shall be paid for in full at the time of the exercise. Each Option shall cease to be
exercisable, as to any share of Stock, when the Holder purchases the share or exercises a related
SAR or when the Option expires.



               (iii) Subject to Section 12(k), Options issued pursuant to this Section 7 shall not be
transferable by the Holder except by will or the laws of descent and distribution and shall be
exercisable during the Holder’s lifetime only by such Holder.



               (iv) Each Option issued pursuant to this Section 7 shall vest and become exercisable by the
Holder in accordance with the vesting schedule established by the Committee and set forth in the
Stock Option Agreement.



               (v) Each Stock Option Agreement may contain a provision that, upon demand by the Committee for
such a representation, the Holder shall deliver to the Committee at the time of any exercise of an
Option issued pursuant to this Section 7 a written representation that the shares to be acquired
upon such exercise are to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such representation prior to the delivery of
any shares issued upon exercise of an Option issued pursuant to this Section 7 shall be a condition
precedent to the right of the Holder or such other person to purchase any shares. In the event
certificates for Stock are delivered under the Plan with respect to which such investment
representation has been obtained, the Committee may cause a legend or legends to be placed on such
certificates



 









 




to make appropriate reference to such representation and to restrict transfer in the absence
of compliance with applicable federal or state securities laws.




               (vi) Each Incentive Stock Option Agreement shall contain a provision requiring the Holder to
notify the Company in writing immediately after the Holder makes a disqualifying disposition of any
Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying
disposition is any disposition (including any sale) of such Stock before the later of (a) two years
after the Date of Grant of the Incentive Stock Option or (b) one year after the date the Holder
acquired the Stock by exercising the Incentive Stock Option.



          (e) Incentive Stock Option Grants to 10% Stockholders. Notwithstanding anything to
the contrary in this Section 7, if an Incentive Stock Option is granted to a Holder who owns stock
representing more than ten percent of the voting power of all classes of stock of the Company or of
a Related Entity, the Option Period shall not exceed five years from the Date of Grant of such
Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of
Grant) of the Stock subject to the Option.




          (f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the
aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock
Options are exercisable for the first time by any Participant during any calendar year (under all
plans of the Company and its Subsidiaries) exceeds $100,000, such excess Incentive Stock Options
shall be treated as Nonqualified Stock Options.




          (g) Prohibition on Option Repricing. Subject to Section 13, without the prior
approval of the Company’s stockholders, the Company shall not, and the Committee shall not
authorize the Company to, (i) amend any outstanding Option to reduce its Option Price or (ii)
cancel any Option and replace it with the grant of any new Award with a higher intrinsic value.
This prohibition on Option repricing shall not be construed to prohibit the adjustments for
extraordinary changes in the Company’s capital structure that are otherwise permitted under Section
13 of this Plan.




     8. Stock Appreciation Rights. Any Option granted under the Plan may include SARs,
either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent
amendment. The Committee also may award SARs independent of any Option. A SAR shall confer on the
Holder thereof the right to receive in shares of Stock, cash or a combination thereof the value
equal to the excess of the Fair Market Value of one share of Stock on the date of exercise over the
exercise price for the SAR, with respect to every share of Stock for which the SAR is granted. An
SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee
shall impose, including, but not limited to, the following:



          (a) Vesting. SARs granted in connection with an Option shall become exercisable, be
transferable and shall expire according to the same vesting schedule, transferability rules and
expiration provisions as the corresponding Option. A SAR granted independent of an Option shall
become exercisable, be transferable and shall expire in accordance with a vesting schedule,
transferability rules and expiration provisions as established by the Committee and reflected in an
Award agreement.




          (b) Automatic Exercise. If on the last day of the Option Period (or in the case of a
SAR independent of an Option, the period established by the Committee after which the SAR shall
expire), the Fair Market Value of the Stock exceeds the Option Price (or in the case of an SAR
granted independent of an Option, the Fair Market Value of the Stock on the Date of Grant), the
Holder has not exercised the SAR or the corresponding Option, and neither the SAR nor the
corresponding Option has expired, such SAR shall be deemed to have been exercised by the Holder on
such last day and the Company shall make the appropriate payment therefor.




          (c) Payment. Upon the exercise of a SAR, the Company shall pay to the Holder an
amount equal to the number of shares subject to the SAR multiplied by the excess, if any, of the
Fair Market Value of one share of Stock on the exercise date over the Option Price, in the case of
an SAR granted in connection with an Option,



 









 






or the Fair Market Value of one share of Stock on the Date of Grant, in the case of a SAR
granted independent of an Option. The Company shall pay such excess in cash, in shares of Stock
valued at Fair Market Value, or any combination thereof, as determined by the Committee.
Fractional shares shall be settled in cash.




          (d) Method of Exercise. A Holder may exercise a SAR after such time as the SAR vests
by filing an irrevocable written notice with the Committee or its designee, specifying the number
of SARs to be exercised, and the date on which such SARs were awarded.




          (e) Expiration. Each SAR shall cease to be exercisable, as to any share of Stock,
when the Holder exercises the SAR or exercises a related Option, with respect to such share of
Stock. Except as otherwise provided, in the case of SARs granted in connection with Options, a SAR
shall expire on a date designated by the Committee which is not later than seven years after the
Date of Grant of the SAR. In the case of SARs granted independent of Options, a SAR shall expire on
a date designated by the Committee which is not later than ten years after the Date of Grant of the
SAR.




          (f) Prohibition on SAR Repricing. Subject to Section 13, without the prior approval
of the Company’s stockholders, the Company shall not, and the Committee shall not authorize the
Company to, (i) amend any outstanding SAR to reduce its exercise price or (ii) cancel any SAR and
replace it with the grant of any new Award with a higher intrinsic value. This prohibition on SAR
repricing shall not be construed to prohibit the adjustments for extraordinary changes in the
Company’s capital structure that are otherwise permitted under Section 13 of this Plan.




          (g) Fair Market Value. No SAR shall be granted with an exercise price that is less
than the Fair Market Value of a share of Stock at the Date of Grant of the SAR.




     9. Performance Share Units.



          (a) Award Grants. The Committee is authorized to establish Performance Share Unit
programs to be effective over designated Award Periods determined by the Committee. The Committee
may grant Performance Share Units to Eligible Persons in accordance with such Performance Share
Unit programs. At the beginning of each Award Period, the Committee will establish written
Performance Goals based upon financial objectives for the Company for such Award Period and a
schedule relating the accomplishment of the Performance Goals to the Awards to be earned by
Participants. Performance Goals may include absolute or relative growth in earnings per share or
rate of return on stockholders’ equity or other measurement of corporate performance and may be
determined on an individual basis or by categories of Participants. The Committee shall determine
the number of Performance Share Units to be awarded, if any, to each Eligible Person who is
selected to receive such an Award. The Committee may add new Participants to a Performance Share
program after its commencement by making pro rata grants.




          (b) Determination of Award. At the completion of an Award Period, or at other times
as specified by the Committee, the Committee shall calculate the number of shares of Stock earned
with respect to each Participant’s Performance Share Units by multiplying the number of Performance
Share Units granted to the Participant by a performance factor representing the degree of
attainment of the Performance Goals.




          (c) Partial Awards. A Participant for less than a full Award Period, whether by
reason of commencement or termination of employment or otherwise, shall receive such portion of an
Award, if any, for that Award Period as the Committee shall determine.




          (d) Form of Payment. Performance Share Units shall be payable in that number of
shares of Stock determined in accordance with Section 9(b); provided, however, that, at its
discretion, the Committee may make payment to any Participant in the form of cash upon the specific
request of such Participant. The amount of any payment made in cash shall be based upon the Fair
Market Value of the Stock on the day of payment. Payments of Performance Share Units shall be made
as soon as practicable after the completion of an Award



 









 






Period, but in no event later than two and one half months after the end of the calendar year
in which the Award Period ends.




          (e) Adjustment of Performance Goals. The Committee may, during the Award Period, make
such adjustments to Performance Goals as it may deem appropriate, to compensate for, or reflect,
(i) extraordinary or non-recurring events experienced during an Award Period by the Company or by
any Related Entity whose performance is relevant to the determination of whether Performance Goals
have been attained; (ii) any significant changes that may have occurred during such Award Period in
applicable accounting rules or principles or changes in the Company’s method of accounting or in
that of any Related Entity whose performance is relevant to the determination of whether an Award
has been earned or (iii) any significant changes that may have occurred during such Award Period in
tax laws or other laws or regulations that alter or affect the computation of the measures of
Performance Goals used for the calculation of Awards; provided, however, that with respect to
Performance Share Units intended to qualify as “performance-based compensation” under Section
162(m) of the Code, such adjustments shall be made only to the extent that the Committee determines
that such adjustments may be made without a loss of deductibility of the compensation includible
with respect to such Award under Section 162(m) of the Code.




     10. Restricted Stock and Restricted Stock Units.



          (a) Award of Restricted Stock and Restricted Stock Units.




               (i) The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock
Units, (B) to issue or transfer Restricted Stock to Eligible Persons, and (C) to establish terms,
conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units,
including the Restricted Period, which may differ with respect to each grantee, the time or times
at which Restricted Stock or Restricted Stock Units shall be granted or become vested and the
number of shares or units to be covered by each grant.



               (ii) The Holder of Restricted Stock shall execute and deliver to the Company an Award
agreement with respect to the Restricted Stock setting forth the restrictions applicable to such
Restricted Stock. If the Committee determines that the Restricted Stock shall be held in escrow
rather than delivered to the Holder pending the release of the applicable restrictions, the Holder
additionally shall execute and deliver to the Company (A) an escrow agreement satisfactory to the
Committee, and (B) the appropriate blank stock powers with respect to the Restricted Stock covered
by such agreements. If a Holder shall fail to execute a Restricted Stock agreement and, if
applicable, an escrow agreement and stock powers, the Award shall be null and void. Subject to the
restrictions set forth in Section 10(b), the Holder shall generally have the rights and privileges
of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock.
Cash dividends and stock dividends with respect to the Restricted Stock shall be currently paid to
the Holder.



               (iii) Upon the Award of Restricted Stock, the Committee shall either (i) cause a stock
certificate registered in the name of the Holder to be issued and, if it so determines, deposited
together with the stock powers with an escrow agent designated by the Committee, or (ii) issue such
Stock to be held in a restricted book entry account in the name of the Holder. If an escrow
arrangement is used, the Committee shall cause the escrow agent to issue to the Holder a receipt
evidencing any stock certificate held by it registered in the name of the Holder.



               (iv) The terms and conditions of a grant of Restricted Stock Units shall be reflected in a
written Award agreement. No shares of Stock shall be issued at the time a Restricted Stock Unit
Award is made, and the Company will not be required to set aside a fund for the payment of any such
Award.



          (b) Restrictions.




               (i) Restricted Stock awarded to a Participant shall be subject to the following restrictions
until the expiration of the Restricted Period, and to such other terms and conditions as may be set
forth in the



 









 




applicable Award agreement: (A) if a stock certificate registered in the name of the Holder is
issued and an escrow arrangement is used, the Holder shall not be entitled to delivery of the stock
certificate; (B) the shares shall be subject to the restrictions on transferability set forth in
the Award agreement; (C) the shares shall be subject to forfeiture to the extent provided in
subparagraph (d) and the Award Agreement and, to the extent such shares are forfeited, the stock
certificates, if any, shall be returned to the Company, and all rights of the Holder to such shares
and as a stockholder shall terminate without further obligation on the part of the Company.




               (ii) Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture
until the expiration of the Restricted Period, to the extent provided in subparagraph (d) and the
Award agreement, and to the extent such Awards are forfeited, all rights of the Holder to such
Awards shall terminate without further obligation on the part of the Company and (B) such other
terms and conditions as may be set forth in the applicable Award agreement.



          (c) Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock
Units shall commence on the Date of Grant and shall expire from time to time as to that part of the
Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee
and set forth in a written Award agreement. Notwithstanding the foregoing, the Committee shall have
the authority to accelerate the end of the Restricted Period on the Restricted Stock and Restricted
Stock Units whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the Date of Grant such action is appropriate.




          (d) Forfeiture Provisions. Except to the extent determined by the Committee and
reflected in the underlying Award agreement, in the event a Holder terminates their status as an
Eligible Person during a Restricted Period for any reason, that portion of the Award with respect
to which restrictions have not expired shall be completely forfeited to the Company.




          (e) Delivery of Restricted Stock and Settlement of Restricted Stock Units. Upon the
expiration of the Restricted Period with respect to any shares of Stock covered by a Restricted
Stock Award, the restrictions set forth in Section 10(b) and the Award agreement shall be of no
further force or effect with respect to shares of Restricted Stock which have not then been
forfeited. If an escrow arrangement is used, upon such expiration, the Company shall deliver to
the Holder, or the Holder’s beneficiary, without charge, the stock certificate evidencing the
shares of Restricted Stock which have not then been forfeited and with respect to which the
Restricted Period has expired (to the nearest full share) and any cash dividends or stock dividends
credited to the Holder’s account with respect to such Restricted Stock and the interest thereon, if
any. If the shares of Stock are held in a restricted book entry account in the name of the Holder,
upon such expiration, the Company shall remove the restrictions of such restricted book entry
account for such shares of Restricted Stock which have not been forfeited and with respect to which
the Restricted Period has expired (to the nearest full share) and any cash dividend or stock
dividends credited to the Holders’ account with respect to such Restricted Stock and the interest
thereon, if any.




     As soon as administratively feasible, but in no event later than two and one half months after
the end of the calendar year in which such occurs, upon the expiration of the Restricted Period
with respect to any Restricted Stock Units the Company shall deliver to the Holder, or the Holder’s
beneficiary, without charge, one share of Stock for each Restricted Stock Unit which has not then
been forfeited and with respect to which the Restricted Period has expired (“Vested Unit”);
provided, however, that, if so noted in the applicable Award agreement, the Committee may, in its
sole discretion, elect to pay cash or part cash and part Stock in lieu of delivering only Stock for
Vested Units. If cash payment is made in lieu of delivering Stock, the amount of such payment
shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period
lapsed with respect to such Vested Unit.



          (f) Stock Restrictions. Each certificate representing Restricted Stock awarded under
the Plan shall bear the following legend until the end of the Restricted Period with respect to
such Stock:




 









 









“Transfer of this certificate and the shares represented hereby is restricted
pursuant to the terms of a Restricted Stock Agreement, dated as of
                                         between Wright Medical Group, Inc. and                                 
        .
A copy of such Agreement is on file at the offices of the Company at 5677 Airline
Road, Arlington, Tennessee 38002.”



     Stop transfer orders shall be entered with the Company’s transfer agent and registrar against
the transfer of legended securities.



     11. Stock Bonus. The Committee may issue unrestricted Stock to Eligible Persons,
alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as
the Committee shall from time to time in its sole discretion determine. A Stock Bonus shall be
granted as or in payment of a bonus, to provide incentives, or to recognize special achievements or
contributions.



     12. General.



          (a) Additional Provisions of an Award. Awards may be subject to such other provisions
(whether or not applicable to the benefit awarded to any other Participant) as the Committee
determines appropriate including, without limitation, provisions to assist the Participant in
financing the purchase of Stock upon the exercise of Options, provisions for the forfeiture of or
restrictions on resale or other disposition of shares of Stock acquired under any Award, provisions
giving the Company the right to repurchase shares of Stock acquired under any Award in the event
the Participant elects to dispose of such shares, and provisions to comply with Federal and state
securities laws and Federal and state tax withholding requirements. Any such provisions shall be
reflected in the applicable Award agreement.




          (b) Privileges of Stock Ownership. Except as otherwise specifically provided in the
Plan, no person shall be entitled to the privileges of stock ownership in respect of shares of
Stock which are subject to Awards hereunder until such shares have been issued to that person.




          (c) Government and Other Regulations. The obligation of the Company to make payment
of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations,
and to such approvals by governmental agencies as may be required. Notwithstanding any terms or
conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell
or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to
an Award unless such shares have been properly registered for sale pursuant to the Securities Act
with the Securities and Exchange Commission or unless the Company has received an opinion of
counsel, satisfactory to the Company, that such shares may be offered or sold without such
registration pursuant to an available exemption therefrom and the terms and conditions of such
exemption have been fully complied with. The Company shall be under no obligation to register for
sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If
the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may restrict the transfer of such
shares and may legend the Stock certificates representing such shares in such manner as it deems
advisable to ensure the availability of any such exemption.




          (d) Tax Withholding. Notwithstanding any other provision of the Plan, the Company or
any Related Entity, as appropriate, shall have the right to deduct from all Awards cash and/or
Stock, valued at Fair Market Value on the date of payment, in an amount necessary to satisfy all
Federal, state or local taxes as required by law to be withheld with respect to such Awards and, in
the case of Awards paid in Stock, the Holder or other person receiving such Stock may be required
to pay prior to delivery of such Stock, the amount of any such taxes which are required to be
withheld, if any, with respect to such Stock. Subject in particular cases to the disapproval of
the Committee, shares of Stock of equivalent Fair Market Value in payment of such withholding tax
obligations may be accepted if the Holder of the Award elects to make payment in such manner.




          (e) Claim to Awards and Employment Rights. No employee or other person shall have any
claim or right to be granted an Award under the Plan or, having been selected for the grant of an
Award, to be



 









 






selected for a grant of any other Award. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the employ or service of
the Company or any Related Entity.




          (f) Designation and Change of Beneficiary. Each Participant may file with the
Committee a written designation of one or more persons as the beneficiary who shall be entitled to
receive the rights or amounts payable with respect to an Award due under the Plan upon the
Participant’s death. A Participant may, from time to time, revoke or change the Participant’s
beneficiary designation without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event shall it be effective
as of a date prior to such receipt. If no beneficiary designation is filed by the Participant, the
beneficiary shall be deemed to be the Participant’s spouse, if the Participant is unmarried at the
time of death, the Participant’s estate.




          (g) Payments to Persons other Than Participants. If the Committee shall find that any
person to whom any amount is payable under the Plan is unable to care for such person’s affairs
because of illness or accident, or is a minor, or has died, then any payment due to such person or
such person’s estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs, be paid to such person’s spouse, child, relative,
an institution maintaining or having custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any
such payment shall be a complete discharge of the liability of the Committee and the Company
therefor.




          (h) No Liability of Committee Members. No member of the Committee shall be personally
liable by reason of any contract or other instrument executed by such member or on such member’s
behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless each member of the Committee and
each other employee, officer or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in settlement of a claim)
arising out of any act or omission to act in connection with the Plan unless arising out of such
person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be
required for the payment of any amount in settlement of a claim against any such person. The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s certificate of incorporation or bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.




          (i) Governing Law. The Plan shall be governed by and construed in accordance with the
internal laws of the State of Delaware without regard to the principles of conflicts of law
thereof.




          (j) Funding. No provision of the Plan shall require the Company, for the purpose of
satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or
other entity to which contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records or other evidence of the existence of a
segregated or separately maintained or administered fund for such purposes. Holders shall have no
rights under the Plan other than as unsecured general creditors of the Company, except that insofar
as they may have become entitled to payment of additional compensation by performance of services,
they shall have the same rights as other employees under general law.




          (k) Non-transferability. A person’s rights and interest under the Plan, including
amounts payable, may not be sold, assigned, donated, or transferred or otherwise disposed of,
mortgaged, pledged or encumbered except, in the event of a Holder’s death, to a designated
beneficiary to the extent permitted by the Plan, or in the absence of such designation, by will or
the laws of descent and distribution; provided, however, the Committee may, in its sole discretion,
allow for transfer of Awards other than Incentive Stock Options to other persons or entities.
Notwithstanding the foregoing provision, in no event may an Award be transferred by a grantee for
value.




 









 








          (l) Reliance on Reports. Each member of the Committee and each member of the Board
shall be fully justified in relying, acting or failing to act, and shall not be liable for having
so relied, acted or failed to act in good faith, upon any report made by the independent public
accountant of the Company and any Related Entity and upon any other information furnished in
connection with the Plan by any person or persons other than himself.




          (m) Relationship to Other Benefits. No payment under the Plan shall be taken into
account in determining any benefits under any pension, retirement, profit sharing, group insurance
or other benefit plan of the Company except as otherwise specifically provided in such other plan.




          (n) Expenses. The expenses of administering the Plan shall be borne by the Company.




          (o) Pronouns. Masculine pronouns and other words of masculine gender shall refer to
both men and women.




          (p) Titles and Headings. The titles and headings of the sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of the Plan, rather than
such titles or headings shall control.




     13. Changes in Capital Structure. Awards granted under the Plan and any agreements
evidencing such Awards, the maximum number of shares of Stock subject to all Awards, and the
maximum number of shares of Stock with respect to which any one person may be granted Options or
SARs during any year, if applicable, shall be subject to equitable adjustment or substitution, as
determined by the Committee in its sole discretion, as to the number, price or kind of a share of
Stock or other consideration subject to such Awards (a) in the event of changes in the outstanding
Stock or in the capital structure of the Company by reason of stock dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any
such Award or (b) in the event of any change in applicable laws or any change in circumstances
which results in or would result in any substantial dilution or enlargement of the rights granted
to, or available for, Participants in the Plan, or which otherwise warrants equitable adjustment
because it interferes with the intended operation of the Plan. In addition, in the event of any
such adjustment or substitution, the aggregate number of shares of Stock available under the Plan
shall be appropriately adjusted by the Committee, whose determination shall be conclusive. With
respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of
the Code, such adjustments or substitutions shall be made only to the extent that the Committee
determines that such adjustments or substitutions may be made without a loss of deductibility for
such Awards under Section 162(m) of the Code. With respect to Awards of Stock rights intended to
be excluded from the definition of “deferred compensation” under Code Section 409A, such
adjustments or substitutions shall be made only to the extent that the adjustments or substitutions
are made pursuant to Treas. Reg. §1.409A-1(b)(5)(v)(D). The Company shall give each Participant
notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding
for all purposes.



     Notwithstanding the above, in the event of any of the following: (a) the Company is merged or
consolidated with another corporation or entity and, in connection therewith, consideration is
received by shareholders of the Company in a form other than stock or other equity interests of the
surviving entity; (b) all or substantially all of the assets of the Company are acquired by another
person; or (c) the reorganization or liquidation of the Company; then the Committee may, in its
discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding
Awards and pay to the Holders thereof, in cash, the value of such Awards based upon the price per
share of Stock received or to be received by other shareholders of the Company in the event. The
terms of this Section 13 may be varied by the Committee in any particular Award agreement.



     14. Non-exclusivity of the Plan. Neither the adoption of this Plan by the Board nor
the submission of this Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation,



 









 




the granting of stock options otherwise than under this Plan, and such arrangements may be
either applicable generally or only in specific cases.




     15. Amendments and Termination. The Board may at any time terminate the Plan.
Subject to Sections 7(g), 8(f) and 13, with the express written consent of an individual
Participant, the Board or the Committee may cancel or reduce or otherwise alter outstanding Awards
if, in its judgment, the tax, accounting, or other effects of the Plan or potential payouts
thereunder would not be in the best interest of the Company. The Board or the Committee may, at
any time, or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or
in part; provided, however, that any amendment of the Plan shall require the approval of the
Company’s stockholders to the extent that such approval is then required by the Plan, applicable
law, the rules and regulations of the Securities and Exchange Commission, or the rules and
regulations of any national securities exchange on which the Stock is then listed or any automated
quotation system on which the Stock is then quoted.



     16. Effect of Section 162(m) of the Code. The Plan, and all Awards issued thereunder,
are intended to be exempt from the application of Section 162(m) of the Code, which restricts under
certain circumstances the Federal income tax deduction for compensation paid by a public company to
named executives in excess of $1 million per year. The Committee may, without shareholder
approval, amend the Plan retroactively and/or prospectively to the extent it determines necessary
in order to comply with any subsequent clarification of Section 162(m) of the Code required to
preserve the Company’s Federal income tax deduction for compensation paid pursuant to the Plan. To
the extent that the Committee determines as of the Date of Grant of an Award that the Award is
intended to comply with Section 162(m) of the Code, such Award shall not be effective until any
stockholder approval required under Section 162(m) of the Code to provide a full Federal income tax
deduction has been obtained.



     17. Compliance with Section 409A.



          (a) This Plan shall at all times be administered and the provisions of this Plan shall be
interpreted consistent with the requirements of Section 409A of the Code and any and all
regulations thereunder, including such regulations as may be promulgated after the effective date
of this Plan. Without limiting the foregoing, for purposes of Section 409A of the Code,




               (i) each “payment” (as defined by Section 409A of the Code) made under this Plan or an Award
shall be considered a “separate payment;”



               (ii) payments shall be deemed exempt from the definition of deferred compensation under
Section 409A of the Code to the fullest extent possible under (i) the “short-term deferral”
exemption of Treasury Regulation § 1.409A-1(b)(4), and (ii) with respect to amounts paid as
separation pay no later than the second calendar year following the calendar year containing the
participant’s “separation from service” (as defined for purposes of Section 409A of the Code) the
“two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which
are hereby incorporated by reference, and



               (iii) if the Participant is a “specified employee” as defined in Section 409A of the Code (and
as applied according to procedures of the Company and its affiliates) as of the Participant’s
separation from service, to the extent any payment under the Plan or an Award constitutes deferred
compensation (after taking into account any applicable exemptions from Section 409A of the Code)
and to the extent required by Section 409A of the Code, no payments due under the Plan or an Award
may be made until the earlier of: (i) the first day of the seventh month following the
Participant’s separation from service, or (ii) the Participant’s date of death; provided, however,
that any payments delayed during this six-month period shall be paid in the aggregate in a lump
sum, without interest, on the first day of the seventh month following the Participant’s separation
from service. To the extent that the payment terms for an Award are otherwise set forth in a
written employment agreement or change in control agreement with a specified employee (or other
Company plan applicable to the specified employee) and such payment terms otherwise meet the
requirements of Section 409A of the Code and the application of such



 









 




terms does not result in a violation of Section 409A of the Code, the foregoing payment terms
shall be disregarded and the payment terms set forth in the applicable agreement or plan shall
apply.




          (b) If this Plan or any Award fails to meet the requirements of Section 409A of the Code,
neither the Company nor any of its affiliates shall have any liability for any tax, penalty or
interest imposed on the Participant by Section 409A of the Code, and the Participant shall have no
recourse against the Company or any of its affiliates for payment of any such tax, penalty or
interest imposed by Section 409A of the Code.




     IN WITNESS WHEREOF, the undersigned has caused the Plan to be executed on behalf of the
Company as of May 13, 2009.



	 	 	 	 	 
	 	WRIGHT MEDICAL GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Gary D. Henley 	 
	 	 	President and Chief Executive Officer