exhibit10_12.htm


    Exhibit
10.12

    


    


    Option
Number:                                                                           

    Optionee
Name:                                                                           

    


    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    CASHLESS
INTERNATIONAL STOCK OPTION AGREEMENT

    


    THIS
AGREEMENT (the “Option Agreement”) is made and entered into as of
_______________, 200__ (the “Date of Grant”), by and between Kinetic Concepts,
Inc., a Texas corporation (the “Company”), and [_________________________] (the
“Optionee”).  Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company’s 2008 Omnibus Stock Incentive Plan (the
“Plan”).  Where the context permits, references to the Company or any
of its Subsidiaries or affiliates shall include the successors to the
foregoing.

     

    Pursuant
to the Plan, the Administrator has determined that the Optionee is to be granted
an option (the “Option”) to obtain Shares, subject to the terms and conditions
set forth in the Plan and herein (including Appendices A and B), and hereby
grants such Option.

     

    1. Number of Shares and
Exercise Price.  The Option entitles the Optionee to obtain
[_______] Shares (the “Option Shares”) at a price of US$[______] per share (the
“Option Exercise Price”).

     

    2. Option
Term.  The term of the Option and of the Option Agreement (the
“Option Term”) shall commence on the Date of Grant and, unless the Option is
previously terminated pursuant to Paragraph 5 below, shall terminate upon the
expiration of ten (10) years from the Date of Grant (the “Expiration
Date”).  As of the Expiration Date, all rights of the Optionee
hereunder shall terminate.

     

    3. Conditions of
Exercise.

     

    
      	
              (a)  

            	
              Subject
      to Paragraph 5 below, the Option shall vest at such time or times as are
      set forth in Appendix A hereto.

               

            


    

    
      	
              (b)  

            	
              Except
      as otherwise provided herein, the right of the Optionee to obtain Option
      Shares with respect to which the Option has become exercisable and vested
      may be exercised in whole or in part at any time or from time to time
      prior to the Expiration Date; provided, however, that the Option may not
      be exercised for a fraction of a Share.

               

            


    

    4. Method of
Exercise.  This Option may be exercised, in whole or in part,
by means of any online broker assisted exercise procedure approved by the
Administrator, or by delivery of a written notice of exercise to the Company in
such form as may be approved by the Administrator from time to time and which
may be obtained from the Company’s Equity Accounting and Administration
department, accompanied by payment in full of the aggregate Option Exercise
Price in U.S. dollars which may be made solely by means of a cashless exercise
procedure through the use of a brokerage arrangement approved by the
Administrator.  All Option Shares being exercised at any time must be
sold at the time of exercise (i.e., cashless sell all
exercise).

     

    5. Effect of Termination of
Employment or Service; or Change in Control.

     

    
      	
              (a)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates terminates for any reason, other than by reason of
      the Optionee’s death or Disability, the Option, to the extent vested and
      exercisable as of the date of such termination, shall expire 90 days
      following the date of such termination, and the Option, to the extent not
      vested and exercisable as of the date of such termination, shall expire as
      of such date.  The Option shall not be exercisable after the
      Expiration Date.

               

            


    

    
      	
              (b)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates terminates by reason of the Optionee’s death or
      Disability, any portion of the Option that is outstanding at such time
      shall become fully and immediately vested and exercisable, and shall
      expire 180 days following the date of such termination.  The
      Option shall not be exercisable after the Expiration Date.

               

            


    

    
      	
              (c)  

            	
              If
      the Optionee’s employment with or service to the Parent, the Company or
      any of its Affiliates is terminated by the Company other than for Cause
      within 24 months following a Change in Control, any portion of the Option
      that is outstanding at such time shall become fully and immediately vested
      and exercisable.

               

            


    

    6. Adjustments.  The
Option and all rights and obligations under this Option Agreement are subject to
Section 3 of the Plan.

     

    7. Nontransferability of
Option.  Except by will or under the laws of descent and
distribution and as set forth in the following two sentences, the Optionee may
not sell, transfer, pledge or assign the Option, and, during the lifetime of the
Optionee, only the Optionee may exercise the Option.  Notwithstanding
the foregoing, during the Optionee’s lifetime, the Administrator may, in its
sole discretion, permit the transfer, assignment or other encumbrance of the
Option.  Additionally, subject to the approval of the Administrator
and to any conditions that the Administrator may prescribe, the Optionee may,
upon providing written notice to the Company, elect to transfer the Option (i)
to members of his or her Immediate Family, provided that no such
transfer may be made in exchange for consideration, (ii) by instrument to an
inter vivos or testamentary trust in which the Option is to be passed to
beneficiaries upon the death of the Optionee, or (iii) pursuant to a qualified
domestic relations order or any similar instrument, to the extent permitted by
applicable law.  Any attempted sale, transfer, pledge, assignment,
encumbrance or other disposition of the Option contrary to the provisions hereof
shall be null and void and without effect.

     

    8. Notice.  Whenever
any notice is required or permitted hereunder, such notice shall be in writing
and shall be given by personal delivery, facsimile, first class mail, certified
or registered with return receipt requested.  Any notice required or
permitted to be delivered hereunder shall be deemed to have been duly given on
the date which it is personally delivered or, whether actually received or not,
on the fifth day after depositing in the post or 24 hours after transmission by
facsimile to the respective parties named below.

     

    
      	
               
      

            	
              If
      to the Company:

            


    

    
      	 	
              Kinetic
      Concepts, Inc.

              Attn.:  Chief
      Financial Officer

              8023
      Vantage Drive

              San
      Antonio, TX  78230

            
	 	
              U.S.A.

              Phone:
      1- (210) 255-6494

              Fax:
      1- (210) 255-6997

            


    

    


    
      	
               
      

            	
              If
      to the Optionee:

            


    

    
      	 	
              [Name
      of
      Optionee]  ________________________________________

            
	 	
              [Address]  ________________________________________________

            
	 	
              Facsimile:
      ________________________________________________

            


    

    


    Either
party may change such party’s address for notices by duly giving notice pursuant
hereto.

     

    9. Withholding Requirements in
Connection with the Option.

     

    (a)           Regardless
of any action the Company or the Optionee’s
employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for
all Tax-Related Items legally due by him or her is and remains the Optionee’s
responsibility and that the Company and/or the Employer
(1) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option grant, including
the grant, vesting or exercise of the Option; and (2) do not commit to
structure the terms of the grant or any aspect of the Option to reduce or
eliminate the Optionee’s liability for Tax-Related Items.

     

    Prior to
exercise of the Option, the Optionee will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to
satisfy all withholding and payment on account obligations of the Company and/or the
Employer.  In this regard, the Optionee authorizes the Company and/or the Employer, at
their discretion, to satisfy the obligations with regard to all Tax-Related
Items legally payable by the Optionee by one or a combination of the
following:  (1) withholding from the Optionee’s wages or other
cash compensation paid to the Optionee by the Company and/or the Employer; or
(2) withholding from proceeds of the immediate sale of Shares upon exercise
of the Option.

     

    Finally,
the Optionee will pay to the Company or the Employer any
amount of Tax-Related Items that the Company or the Employer may be
required to withhold as a result of the Optionee’s participation in the Plan or
the Optionee’s exercise of Shares that cannot be satisfied by the means
previously described.  The Company may refuse to honor the exercise if
the Optionee fails to comply with his or her obligations in connection with the
Tax-Related Items as described in this Paragraph.

     

    10. Compliance with
Laws.

     

    (a) Shares
shall not be issued or sold pursuant to the exercise of the Option granted
hereunder unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the U.S. Securities Act of 1933, as amended, the
U.S. Exchange Act, the requirements of any stock exchange upon which the Shares
may then be listed, and the applicable local laws, and shall be further subject
to the approval of counsel for the Company with respect to such
compliance.  The Company shall be under no obligation to effect the
registration pursuant to the U. S. Securities Act of 1933, as amended, of any
interests in the Plan or any Shares to be issued hereunder or to effect similar
compliance under any state or local laws.

     

    (b) All
certificates for Shares delivered under the Plan shall be subject to such
stock-transfer orders and other restrictions as the Administrator may deem
advisable under the rules, regulations, and other requirements of the U.S.
Securities and Exchange Commission, any stock exchange upon which the Shares may
then be listed, and any applicable federal, state, or local securities law, and
the Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.  The
Administrator may require, as a condition of the issuance and delivery of
certificates evidencing Shares pursuant to the terms hereof, that the recipient
of such Shares make such agreements and representations as the Administrator, in
its sole discretion, deems necessary or desirable.

     

    11. Protections Against
Violations of Agreement.  No purported sale, assignment,
mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
(voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Option Shares by any holder thereof in violation of the
provisions of this Option Agreement or the Articles of Incorporation or the
Bylaws of the Company, will be valid, and the Company will not transfer any of
such Option Shares on its books nor will any of such Option Shares be entitled
to vote, nor will any dividends be paid thereon, unless and until there has been
full compliance with such provisions to the satisfaction of the
Company.  The foregoing restrictions are in addition to and not in
lieu of any other remedies, legal or equitable, available to enforce said
provisions.

     

    12. Nature of
Grant.

     

    
      	
              (a)  

            	
              The
      Plan is established voluntarily by the Company, it is discretionary in
      nature and it may be modified, amended, suspended or terminated by the
      Company at any time, unless otherwise provided in the Plan and this Option
      Agreement;

               

            


    

    
      	
              (b)  

            	
              The
      grant of the Option is voluntary and occasional and does not create any
      contractual or other right to receive future grants of Options, or
      benefits in lieu of Options, even if Options have been granted repeatedly
      in the past;

               

            


    

    
      	
              (c)  

            	
              All
      decisions with respect to future Option grants, if any, will be at the
      sole discretion of the Company;

               

            


    

    
      	
              (d)  

            	
              Participation
      in the Plan is voluntary;

               

            


    

    
      	
              (e)  

            	
              The
      Option is an extraordinary item that does not constitute compensation of
      any kind for services of any kind rendered to the Company or the
      Subsidiary (or Affiliate), and which is outside the scope of the
      Optionee’s employment contract, if any;

               

            


    

    
      	
              (f)  

            	
              The
      Option is not a part of normal or expected compensation or salary for any
      purposes, including, but not limited to, calculating any severance,
      resignation, termination, redundancy, end of service payments, bonuses,
      long-service awards, pension or retirement benefits or similar
      payments;

               

            


    

    
      	
              (g)  

            	
              The
      future value of the underlying Shares is unknown and cannot be predicted
      with certainty;

               

            


    

    
      	
              (h)  

            	
              If
      the underlying Shares do not increase in value, the Option will have no
      value;

               

            


    

    
      	
              (i)  

            	
              In
      consideration of the grant of the Option, no claim or entitlement to
      compensation or damages shall arise from termination of the Option or
      diminution in value of the Option resulting from termination of the
      Optionee’s active employment by the Company or the Subsidiary (or
      Affiliate) (for any reason whatsoever and whether or not in breach of
      local labor laws) and the Optionee hereby releases the Company and the
      Subsidiary (or Affiliate) from any such claim that may arise; if,
      notwithstanding the foregoing, any such claim is found by a court of
      competent jurisdiction to have arisen, then, by signing this Option
      Agreement, the Optionee shall be deemed irrevocably to have waived the
      Optionee’s entitlement to pursue such claim;

               

            


    

    
      	
              (j)  

            	
              Notwithstanding
      any terms or conditions of the Plan to the contrary, in the event of
      involuntary termination of the Optionee’s employment (whether or not in
      breach of local labor laws), the Optionee’s right to receive the Option
      and vest in Options under the Plan, if any, will terminate effective as of
      the date that the Optionee is no longer actively employed and will not be
      extended by any notice period mandated under local law (e.g., active employment
      would not include a period of “garden leave” or similar period pursuant to
      local law); furthermore, in the event of involuntary termination of
      employment (whether or not in breach of local labor laws), the Optionee’s
      right to exercise the Option after termination of employment, if any, will
      be measured by the date of termination of the Optionee’s active employment
      and will not be extended by any notice period mandated under local
      law;

               

            


    

    
      	
              (k)  

            	
              The
      Company or the Subsidiary (or Affiliate) are not providing any tax, legal
      or financial advice, nor are the Company or the Subsidiary (or Affiliate)
      making any recommendations regarding the Optionee’s participation in the
      Plan; and

               

            


    

    
      	
              (l)  

            	
              The
      Optionee is hereby advised to consult with his/her own personal tax, legal
      and financial advisors regarding the Optionee’s participation in the Plan
      before taking any action related to the Plan.

               

            


    

    13. Data
Privacy.  The Optionee explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of the Optionee’s
personal data as described in this document by and among, as applicable, the
Company and the Subsidiaries and Affiliates for the exclusive purpose of
implementing, administering and managing the Optionee’s participation in the
Plan.

     

    The Optionee hereby understands that
the Company and the Subsidiaries (or Affiliates) hold certain personal
information about the Optionee, including, but not limited to, the Optionee’s
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares or
directorships held in  the Company, details of all options or any
other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Optionee’s favor, for the purpose of implementing,
administering and managing the Plan (“Data”).  The Optionee hereby
understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients
may be located in the Optionee’s country or elsewhere, and that the recipient’s
country may have different data privacy laws and protections than the Optionee’s
country.  The Optionee hereby understands that the Optionee may
request a list with the names and addresses of any potential recipients of the
Data by contacting the Optionee’s local human resources
representative.  The Optionee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Optionee’s
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party.  The Optionee hereby
understands that Data will be held only as long as is necessary to implement,
administer and manage the Optionee’s participation in the Plan.  The
Optionee hereby understands that the Optionee may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing the Optionee’s local human
resources representative.  The Optionee hereby understands, however,
that refusing or withdrawing the Optionee’s consent may affect the Optionee’s
ability to participate in the Plan.  For more information on the
consequences of the Optionee’s refusal to consent or withdrawal of consent, the
Optionee hereby understands that the Optionee may contact the human resources
representative responsible for the Optionee’s country at the local or regional
level.

    


    14. Failure to Enforce Not a
Waiver.  The failure of the Company to enforce at any time any
provision of the Option Agreement shall in no way be construed to be a waiver of
such provision or of any other provision hereof.

     

    15. Governing
Law.  The Option Agreement shall be governed by and construed
according to the laws of the State of Texas without regard to its principles of
conflict of laws as provided in the Plan.  For purposes of litigating
any dispute that arises under this Option or the Option Agreement, the parties
hereby submit to and consent to the jurisdiction of the State of Texas, agree
that such litigation shall be conducted in the courts of San Antonio, Texas, or
the federal courts for the United States for the Western District of Texas, and
no other courts, where this Option grant is made and/or performed.

     

    16. Incorporation of the
Plan.  The Plan, as it exists on the date of the Option
Agreement and as amended from time to time, is hereby incorporated by reference
and made a part hereof, and the Option and this Option Agreement shall be
subject to all terms and conditions of the Plan.  In the event of any
conflict between the provisions of the Option Agreement and the provisions of
the Plan, the terms of the Plan shall control, except as expressly stated
otherwise.  The term “Section” generally refers to provisions within
the Plan; provided, however, the term “Paragraph” shall refer to a provision of
this Option Agreement.

     

    17. Amendments.  This
Option Agreement may be amended or modified at any time, but only by an
instrument in writing signed by each of the parties hereto.

     

    18. Rights as a
Shareholder.  Neither the Optionee nor any of the Optionee’s
successors in interest shall have any rights as a shareholder of the Company
with respect to any Option Shares.

     

    19. Agreement Not a Contract of
Employment.  Neither the Plan, the granting of the Option, the
Option Agreement nor any other action taken pursuant to the Plan shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Optionee has a right to continue to be employed by, or to provide
services as a director, consultant or advisor to, the Company, any Subsidiary or
Affiliate thereof for any period of time or at any specific rate of
compensation.

     

    20. Authority of the
Administrator.  The Administrator shall have full authority to
interpret and construe the terms of the Plan and the Option
Agreement.  The Administrator shall have the exclusive discretion to
determine when the Optionee is no longer actively employed for purposes of the
Option.  The determination of the Administrator as to any such matter
of interpretation or construction shall be final, binding and
conclusive.

     

    21. Binding
Effect.  The Option Agreement shall apply to and bind the
Optionee and the Company and their respective permitted assignees or
transferees, heirs, legatees, executors, administrators and legal
successors.

     

    22. Tax
Representation.  The Optionee has reviewed with his or her own
tax advisors the federal, state, local and worldwide tax consequences of the
transactions contemplated by this Option Agreement.  The Optionee is
relying solely on such advisors and not on any statement or representations of
the Company or any of its agents.  The Optionee understands that he or
she (and not the Company) shall be responsible for any tax liability that may
arise as a result of the transactions contemplated by the Option
Agreement.

     

    23. Language.  If
the Optionee has received this or any other document related to the Plan
translated into a language other than English and if the translated version is
different than the English version, the English version will
control.

     

    24. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to the Option granted under and participation in
the Plan or future options that may be granted under the Plan by electronic
means or to request the Optionee’s consent to participate in the Plan by
electronic means.  The Optionee hereby consents to receive such
documents by electronic delivery and, if requested, to agree to participate in
the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company.

     

    25. Acceptance.  The
Optionee hereby acknowledges receipt of a copy of the Plan and this Option
Agreement.  The Optionee has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and the Option Agreement.

     

    26. Severability.  The
provisions of this Option Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

     

    27. Appendix.  Notwithstanding
any provision in this Option Agreement or the Plan to the contrary, the Award
shall be subject to the special terms and provisions set forth in the Appendix B
to this Option Agreement for the Optionee’s country of residence, if
any.

     

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the parties hereto have executed and delivered the Option
Agreement on the day and year first above written.

     

     

    KINETIC
CONCEPTS, INC.

    


    
      	 	
              By:  _________________________________________

            
	 	
              Name:
      _______________________________________

            
	 	
              Title:
      ________________________________________

            


    

    


    


    OPTIONEE

    


    
      	 	
              Signature:  ____________________________________

            
	 	
              Name:  _______________________________________

            
	 	
              Address:  _____________________________________

            
	 	
              ______________________________________

            
	 	
              Telephone
      No.:  ________________________________

            
	 	
              Identification
      No.:  ______________________________

            
	 	 
      


    

    


    


    
      	
               

              DATE OF
      GRANT

            	
               

              NUMBER OF SHARES
      SUBJECT TO OPTION

            	
               

              OPTION EXERCISE
      PRICE

            	
               

              EXPIRATION
      DATE

            
	 
      	 
      	 
      	 
      


    

    


    SEE
APPENDIX A FOR VESTING SCHEDULE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
B

    


    KINETIC
CONCEPTS, INC.

    2008
OMNIBUS STOCK INCENTIVE PLAN

    CASHLESS
INTERNATIONAL STOCK OPTION AGREEMENT

    


    This
Appendix B includes additional terms and conditions that govern the Option
granted to the Optionee under the Kinetic Concepts, Inc. 2008 Omnibus Stock
Incentive Plan (the “Plan”) if the Optionee resides in one of the countries
listed below.  This Appendix B forms part of the Option
Agreement.  Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Option Agreement or the Plan.

    


    This
Appendix B also includes information based on the securities, exchange control
and other laws in effect in the Optionee’s country as of May
2008.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that the
Optionee not rely on the information noted herein as the only source of
information relating to the consequences of the Optionee’s participation in the
Plan because the information may be out of date at the time the Optionee
exercises the Option under the Plan.

    


    In
addition, the information is general in nature.  The Company is not
providing the Optionee with any tax advice with respect to the
Option.  The information is provided below may not apply to the
Optionee’s particular situation, and the Company is not in a position to assure
the Optionee of any particular result. Accordingly, the Optionee is strongly
advised to seek appropriate professional advice as to how the tax or other laws
in the Optionee’s country apply to the Optionee’s
situation.  The Optionee must consult the Optionee’s personal
tax or legal advisors for the most current information.

    


    If the
Optionee is a citizen or resident of a country other than the one the Optionee
is working in, the information contained in this Appendix B may not be
applicable to the Optionee.

    


    


    


    CHINA

    Due to
exchange control restrictions and notwithstanding any terms or conditions of the
Plan to the contrary, the Optionee understands that the Optionee will be
restricted to the cashless sell-all method of exercise:  To complete a
cashless sell-all exercise, the Optionee understands that the Optionee needs to
instruct the Optionee’s broker to:  (i) sell all of the Shares issued
upon exercise; (ii) use the proceeds to pay the Option Exercise Price, brokerage
fees and any applicable Tax-Related Items; and (iii) remit the balance in cash
to the Optionee.  The Optionee will not be permitted to hold Shares
after exercise.  Depending on the development of local laws or the
Optionee’s status as a national of a country other than the People’s Republic of
China, the Company reserves the right to eliminate the cashless sell-all method
of exercise requirement and, in its sole discretion, to permit cash exercise,
cashless sell-to cover exercise or any other method of exercise and payment
deemed appropriate by the Company.

    


    The
Optionee understands and agrees that, due to exchange control laws in China, the
Optionee may be required to immediately repatriate the proceeds from the
cashless exercise to China.  The Optionee further understands that
such repatriation of the proceeds may need to be effected through a special
exchange control account established by the Company or a Subsidiary or Affiliate
and the Optionee hereby consents and agrees that the proceeds from the cashless
exercise may be transferred to such special account prior to being delivered to
the Optionee’s personal account.

    


    ITALY

    Notwithstanding
any terms or conditions of the Plan to the contrary, the Optionee understands
that the Optionee will be restricted to the cashless sell-all method of
exercise:  To complete a cashless sell-all exercise, the Optionee
understands that the Optionee needs to instruct the Optionee’s broker
to:  (i) sell all of the Shares issued upon exercise; (ii) use the
proceeds to pay the Option Exercise Price, brokerage fees and any applicable
Tax-Related Items; and (iii) remit the balance in cash to the
Optionee.  The Optionee will not be permitted to hold Shares after
exercise.  The Company reserves the right to eliminate the cashless
sell-all method of exercise requirement and, in its sole discretion, to permit
cash exercise, cashless sell-to cover exercise or any other method of exercise
and payment deemed appropriate by the Company.

    


    Data Privacy
Consent.  This consent replaces the “Data Privacy” section of
the Option Agreement:

    


    The
Optionee hereby explicitly and unambiguously consents to the collection, use,
processing and transfer, in electronic or other form, of the Optionee’s personal
data as described in this section of this Appendix B by and among, as
applicable, the Optionee’s Employer, the Company and any Subsidiary or Affiliate
for the exclusive purpose of implementing, administering, and managing the
Optionee’s participation in the Plan.

    


    The
Optionee understands that the Optionee’s Employer, the Company and any
Subsidiary or Affiliate may hold certain personal information about the
Optionee, including, but not limited to, the Optionee’s name, home address and
telephone number, date of birth, social insurance or other identification
number, salary, nationality, job title, any Shares or directorships held in the
Company or any Subsidiary or Affiliate, details of all Options, or any other
entitlement to shares awarded, canceled, exercised, vested, unvested or
outstanding in the Optionee’s favor, for the exclusive purpose of implementing,
managing and administering the Plan (“Data”).

    


    
      The
Optionee also understands that providing the Company with Data is necessary for
the performance of the Plan and that the Optionee’s refusal to provide such Data
would make it impossible for the Company to perform its contractual obligations
and may affect the Optionee’s ability to participate in the Plan.  The
Controller of personal data processing is the Senior Director Global
Compensation & Benefits with registered offices at 8023 Vantage Drive, San
Antonio, Texas 78230, United States of America, and, pursuant to
Legislative Decree no. 196/2003, its Representative in Italy for privacy
purposes is KCI Italia-Senior HR Manager with its registered offices at KCI
Medical S.r.l.; Via A. Meucci, 1; 20090 Assago (M) Italy.

       

    

    The
Optionee understands that Data will not be publicized, but it may be transferred
to banks, other financial institutions, or brokers involved in the management
and administration of the Plan.  The Optionee understands that Data
may also be transferred to the independent registered public accounting firm
engaged by the Company.  The Optionee further understands that the
Company and/or any Subsidiary or Affiliate will transfer Data among themselves
as necessary for the purpose of implementing, administering and managing the
Optionee’s participation in the Plan, and that the Company and/or any Subsidiary
or Affiliate may each further transfer Data to third parties assisting the
Company in the implementation, administration, and management of the Plan,
including any requisite transfer of Data to a broker or other third
party.  Such recipients may receive, possess, use, retain, and
transfer Data in electronic or other form, for the purposes of implementing,
administering, and managing the Optionee’s participation in the
Plan.  The Optionee understands that these recipients may be located
in or outside the European Economic Area, such as in the United States or
elsewhere.  Should the Company exercise its discretion in suspending
all necessary legal obligations connected with the management and administration
of the Plan, it will delete Data as soon as it has completed all the necessary
legal obligations connected with the management and administration of the
Plan.

    


    The
Optionee understands that Data processing related to the purposes specified
above shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which Data is collected and
with confidentiality and security provisions, as set forth by applicable laws
and regulations, with specific reference to Legislative Decree no.
196/2003.

    


    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable laws and regulations, does not require your consent
thereto, as the processing is necessary to performance of contractual
obligations related to implementation, administration, and management of the
Plan.  The Optionee understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, the Optionee has the right to, including but
not limited to, access, delete, update, correct, or terminate, for legitimate
reason, the Data processing.

    


    Furthermore,
the Optionee is aware that Data will not be used for direct-marketing
purposes.  In addition, Data provided can be reviewed and questions or
complaints can be addressed by contacting the Optionee’s local human resources
representative.

     

    Terms of Grant.  By
accepting the Option, the Optionee acknowledges that (1) the Optionee has
received a copy of the Plan, the Option Agreement and this Appendix; (2) the
Optionee has reviewed those documents in their entirety and fully understands
the contents thereof; and (3) the Optionee accepts all provisions of the Plan,
the Option Agreement and this Appendix.  The Optionee further
acknowledges that the Optionee has read and specifically and expressly approve,
without limitation, the following sections of the Agreement: “Withholding
Requirements in Connection with the Option”; “Nature of Grant”; “Data Privacy”
as replaced by the above consent; and “Applicable Law.”

    


    SWITZERLAND

    Notwithstanding
any terms or conditions of the Plan to the contrary, the Optionee understands
that the Optionee will be restricted to the cashless sell-all method of
exercise:  To complete a cashless sell-all exercise, the Optionee
understands that the Optionee needs to instruct the Optionee’s broker
to:  (i) sell all of the Shares issued upon exercise; (ii) use the
proceeds to pay the Option Exercise Price, brokerage fees and any applicable
Tax-Related Items; and (iii) remit the balance in cash to the
Optionee.  The Optionee will not be permitted to hold Shares after
exercise.  The Company reserves the right to eliminate the cashless
sell-all method of exercise requirement and, in its sole discretion, to permit
cash exercise, cashless sell-to cover exercise or any other method of exercise
and payment deemed appropriate by the Company.

     

    Securities Law
Information.  The Option offer is considered a private offering
in Switzerland and is, therefore, not subject to registration in
Switzerland.