EX-10.16





 Exhibit 10.16 

 

					
	



	 	 Bioventus LLC

4721 Emperor Blvd., Suite 100
 Durham, NC
27703
 USA
	  	1-919-474-6700
 1-800-396-4325

www.BioventusGlobal.com


 September 17, 2018 

Anthony Bihl 
 RE: Bioventus Phantom Profit Interests Award 

Dear Tony: 
 As Bioventus drives forward to become a global
leader in Orthobiologics, we will rely on the continued strong contribution of key leaders like yourself. In recognition, and as incentive for this contribution, our Board of Managers has approved an additional pool of Phantom Profits Interests
Units to be awarded to a select group of leaders who we believe will have the greatest impact in achieving our mission. You have been designated as one of these key leaders and, as a result, you are being granted 25,000 Phantom Profits Interests
Units. 
 This Performance Units Award is granted to you under, and is subject to, all of the terms of the Phantom Profits Interests Plan
(“Plan”) and the applicable Bioventus LLC Phantom Profits Interests Plan Award Agreement (“Award Agreement”). A copy of the Plan and your corresponding Award Agreement are included with this letter and I encourage
you to review both documents carefully. 
 We recognize that consistent and predictable revenue growth will be an important measure of our future success,
and this growth is therefore a key component for vesting of the 2018 Performance Units. The plan provides for cliff-vesting of the units on June 1, 2021, based on 2020 revenue attainment consistent with the projections specified below. The
Vesting Schedule for 2018 Performance Units is as follows: 
  

			
	Vesting Schedule:	  	 Cliff vesting if, and only if, 2020 revenue growth is attained as outlined below:

 
 1.  Revenue is equal to or greater
than $391.8M, 100% of the units vest.
  

2.  Revenue is equal to or greater than $370.8M, 75% of the units vest and the remaining units expire.

 
 3.  Revenue is equal to or greater
than $350.6M, 50% of the units vest and the remaining units expire.
  

4.  Revenue is less than $350.6M, none of the units vest and all of the units expire.














 Shown below is an example of potential value of a PPI Unit at a Waterfall, and how the Waterfall
Distribution is calculated. The payout amounts shown below are provided for illustrative purposes and shall apply only to units vested pursuant to the above-referenced schedule. Actual payouts under the Plan may vary from those shown and are subject
to all of the terms of the Plan documents and applicable withholding requirements1. 
  

									
	 Illustrative Waterfall Scenarios2
	  	 	 	  	 	 
	 (as of 10.31.17)
	  	 	 	  	 	 
			
	 Enterprise value
	  	$	1 BILLION	 	  	$	1.2 BILLION	 
			
	 Approximate $ payout/unit
	  	$	4.87	 	  	$	19.23	 
			
	 Assumes $703,691,178 benchmark2
	  				  			

 I am delighted to notify you of this Award and I look forward to celebrating with you as we achieve our mission and continue
to impact the lives of thousands of people around the world each year! 
 Sincerely, 

 

	
	 /s/ Leigh Ann Stradford

	 Leigh Ann Stradford

	 Senior Vice President Human Resources


 Enclosures 

 

	1 	 The revenue targets and any other financial projections contained in this letter have been provided to you by
the Company solely for your information and may be deemed to be forward-looking statements, which involve known and unknown risks and uncertainties. Given these risks and uncertainties, you are advised not to place any undue reliance on such
forward-looking statements. Further, the Company does not make any representations or warranties, express or implied, as to the ultimate value of your Award or whether a Waterfall Distribution Event will occur. In the event of any inconsistency
between this letter and the Plan, the provisions of the Plan shall govern. 



	2 	 Waterfall Distribution Formula: 



Enterprise Value - Debt (net of cash) - Benchmark of PPI units = Remaining Equity Value available for Distribution / Units Outstanding = PPI
Payout per unit 

  
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 BIOVENTUS LLC 

PHANTOM PROFITS INTERESTS PLAN 

AWARD AGREEMENT 

The Administrator, as defined in the Bioventus LLC Phantom Profits Interests Plan (the “Plan”), of the Plan has decided to
grant to you Phantom Profits Interest Units in the Company under the Plan. The terms of the grant (the “Grant”) are set forth in this Bioventus LLC Phantom Profits Interests Plan Award Agreement (the “Award
Agreement”) provided to you. The following provides a summary of the key terms of the Grant; however, you should read the entire Award Agreement, along with the terms of the Plan and the Company’s Amended and Restated Limited Liability
Company Agreement (as might be amended), to fully understand the Grant. 
 SUMMARY OF PHANTOM PROFITS INTERESTS PLAN AWARD AGREEMENT

  

			
	Grantee:	  	Anthony Bihl
		
	Date of Award:	  	September 17, 2018
		
		  	 On June 1, 2021, the plan provides for cliff-vesting, if and only if,
the 2020 revenue attainment is consistent with the projections outlined below:
  

1.  Revenue is equal to or greater than $391.8M, 100% of the units
vest.

		
	Vesting Schedule:	  	 2.  Revenue is equal to or greater than $370.8M, 75% of the units vest
and the remaining units expire.
  

3.  Revenue is equal to or greater than $350.6M, 50% of the units vest and the remaining
units expire.
  

4.  Revenue is less than $350.6M, none of the units vest and all of the units
expire.

		
	Phantom Profits Interest Units Awarded:	  	25,000
		
	Payment Event:	  	Termination Payment Event
		
	Grant Date Benchmark Amount:	  	$703,691,178


  
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 BIOVENTUS LLC 

PHANTOM PROFITS INTERESTS PLAN 

AWARD AGREEMENT 

This Bioventus LLC Phantom Profits Interests Plan Award Agreement (this “Award Agreement”), dated as of September 17,
2018 (the “Effective Date”), is delivered by Bioventus LLC (the “Company”) to Anthony Bihl (the “Grantee”). 

RECITALS 
 A. The
Bioventus LLC Phantom Profits Interests Plan (the “Plan”) provides for the grant of Phantom Profits Interest Units in the Company in accordance with the terms of the Plan and the Amended and Restated Limited Liability Company
Agreement of the Company, as amended (the “LLC Agreement”). The Administrator (as defined in the Plan) has granted the Award (as defined below) to encourage the Grantee to contribute materially to the growth of the Company’s
owners, thereby benefitting the Company, and to align the economic interests of the Grantee with those of the owners. A copy of the Plan is attached. All capitalized terms not defined herein shall have the meaning given to such terms in the Plan or,
if not defined in the Plan, in the LLC Agreement. 
 B. The Administrator shall administer the Plan. 

NOW, THEREFORE, the parties to this Award Agreement, intending to be legally bound, hereby agree as follows: 

Grant of Phantom Profits Interests Units. Subject to the terms and conditions set forth in this Award Agreement, the Plan, and the LLC
Agreement, the Company hereby grants to the Grantee 25,000 Phantom Profits Interest Units (the “Award”). This Award Agreement (which is effective as of the Effective Date upon the parties’ exchange of signed counterpart
signature pages hereto), the Plan, and the LLC Agreement govern the terms of the grant of the Award. 
 Vesting of Awarded Units. 

Unless otherwise determined by the Administrator, the Award shall vest in accordance with the following schedule on June 1, 2021 (the
“Vesting Date”), if the Grantee is employed by the Company on such Vesting Date. 
 The Award is subject to cliff-vesting
in amounts as determined by the schedule below if, and only if, the Company’s annual revenue for calendar year 2020 equals or exceeds $350.6M: 

1. $391.8M, then 100% of the Award shall vest on the Vesting Date 

2. $370.8M, then 75% of the Award shall vest on the Vesting Date and the remaining units expire. 

  
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 3. $350.6M, then 50% of the Award shall vest on the Vesting Date and the
remaining units expire. 
 4. Less than $350.6M, none of the Awarded units shall vest and all of the units shall expire. 

Revenue numbers will be determined by Bioventus in accordance with accounting principles generally accepted in the United States and
consistent with Bioventus’ accounting policies. 
 On a Payment Event, the Grantee shall receive the Payment Amount, if any, with
respect to the portion of the Award that is vested, as set forth in Section 5(b)(i) of the Plan. Any portion of the Award that is unvested as of the Vesting Date shall be forfeited. 

Any and all of a Grantee’s unvested Phantom Profits Interest Units shall be forfeited upon the termination of the Grantee’s
employment for any reason. 
 Upon the termination of the Grantee’s employment for Cause, both the vested and the unvested portion of
the Award shall be forfeited. 
 Withholding. All obligations of the Company under this Agreement shall be subject to the rights of the
Company to withhold amounts required to be withheld for any taxes, if applicable. 
 Restrictions on Transfer. Only the Grantee has any rights
under this Award. The Grantee may not transfer those rights, directly or indirectly, except by will or the laws of descent and distribution. 
 Award
Subject to Plan and LLC Agreement Provisions. This Award is made pursuant to the Plan and the LLC Agreement, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan and
the LLC Agreement. The Administrator shall have the full power and authority to administer and interpret the Plan and this Award Agreement, to make factual determinations, and to adopt or amend such rules, regulations, agreements, and instruments
for implementing the Plan and this Award Agreement and for the conduct of its business as it deems necessary or advisable. All powers of the Administrator shall be executed without the approval or consent of the Grantee. 

No Employment or Other Rights. This Award Agreement is not an agreement of employment and the grant of this Award shall not confer upon the
Grantee any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee’s employment at any time. The right of the Company, as applicable, to terminate at
will the Grantee’s employment at any time for any reason is specifically reserved. The grant of this Award shall not entitle the Grantee to any (i) voting rights with respect to any action or decision taken or made (or to be taken or made)
by the Company or the Board, (ii) right to appoint Managers to the Board, or (iii) appraisal or preemption rights. 
 Notice. Any
notice to the Company provided for in this Award Agreement must be in writing and will be deemed given: (a) on the date established by the sender as having been delivered personally; (b) on the date delivered by a private, nationally
recognized, overnight courier as established by the sender by evidence obtained from the courier; (c) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the recipient (and, if not sent
during normal business hours of the recipient, then on the next business day); or (d) on the fifth business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid,
must be addressed as follows: 
 If to the Company, to: 

Bioventus LLC 
 4721 Emperor
Blvd. Suite 100 
 Durham, NC 27703 

Attention: General Counsel 

Facsimile: 866-467-1531 

  
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 If to the Grantee, to the address on file with the Company. 

If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above will control for purposes of
determining when such notice is deemed to have been given. 
 Amendment and Termination; Section 409A. The
Administrator may amend the Plan or this Award, or terminate the Plan, at any time; provided that no amendment or termination of the Plan or this Award shall, without the consent of a Grantee, adversely impact the rights of the Grantee under this
Award, unless necessary to meet the requirements of any applicable law or regulation. Before amending or terminating the Plan or this Award to meet the requirements of an applicable law or regulation, the Administrator will attempt to bring the Plan
or Award into compliance with the applicable law or regulation without reducing the benefits or payments to the Grantee to the greatest extent possible. If amendment or termination is still necessary and adversely impacts the rights of the Grantee,
the Administrator will reasonably cooperate with the Grantee to adopt replacement benefits or payments that to the greatest extent possible places the Grantee in the same or a comparable economic position as if the Plan or Award had not been amended
or terminated. 
 Subject to the first paragraph of this Section 8, while the Company does not guarantee any particular tax treatment
with respect to the Award, payment of the Payment Amount is intended to comply with Section 409A, to the extent subject thereto, and shall be interpreted and construed consistent with that intent. The Company may reform this Award or any
provision hereof to maintain to the maximum extent practicable the original intent of the provision without violating the provisions of Section 409A, provided, that any deferral of payments shall be only for such time period as may be required
to comply with Section 409A. 
 Headings. Section headings are for reference only. In the event of a conflict between a heading
and the content of a Section, the content of the Section shall control. 

  
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 Applicable Law. The validity, construction, interpretation and effect of this Award Agreement
shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Award Agreement, and the Grantee has executed
this Award Agreement, effective as of the Effective Date. 
 Bioventus LLC 
  


			
	By:	 	 /s/ Leigh Ann Stradford

		
	Name:	 	 Leigh Ann Stradford

		
	Title:	 	 SVP and Chief HR Officer


 I hereby accept the Award described in this Award Agreement, and I agree to be bound by the terms of this Award Agreement, the
Plan and the LLC Agreement. I hereby further agree that all of the decisions and determinations of the Administrator shall be final and binding. 
  

			
	 Grantee:
	 	 /s/ Anthony P. Bihl III

	Date:	 	9/26/2018



  
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 BIOVENTUS LLC 

PHANTOM PROFITS INTERESTS PLAN 

AS AMENDED AND RESTATED DECEMBER 8, 2017 

The purpose of the Bioventus LLC Phantom Profits Interests Plan (the “ Plan”) is to provide eligible employees and
independent members of the Board of Managers of Bioventus LLC (the “Company”) who are important to the success and growth of the business of the Company an opportunity to share in the future appreciation in value of the Company by
receiving grants of Phantom Profits Interest Units in the Company. The Company believes that the Plan will encourage participants to contribute materially to the growth of the Company’s owners, thereby benefiting the Company, and will align the
economic interests of the participants with those of the owners. Awards under the Plan shall consist of grants of Phantom Profits Interest Units as described in Section 5 (“Awards”). Capitalized terms that are used but not
defined herein shall have the respective meanings accorded to such terms in the Amended and Restated Limited Liability Company Agreement of the Company, as amended (the “LLC Agreement”). 

Definitions 
 “Benchmark
Amount” means the cumulative distributions that must be made by the Company pursuant to the LLC Agreement before a Grantee is entitled to receive any distributions in respect of such Grantee’s Phantom Profits Interest Units. The
Benchmark Amount shall equal $703,691,178 or such other greater amount as set forth in the applicable Award Agreement. 
 “Board
Member” means an independent member of the Board of Managers of the Company appointed or elected to the Board of Managers on or after January 1, 2016. 

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 

“Employee” means an employee of the Company. 

“Grantee” means an Employee or Board Member who receives an Award. 

“Initial Waterfall Distribution Event” means the closing of (i) a sale of Units representing a Percentage Interest of
more than 66.66%, or (ii) a sale of all or substantially all of the assets of the Company; provided that such event constitutes a change in ownership or a change in effective control of the Company within the meaning of Section 409A of the
Code. 
 “Management Distribution Cap” means 17.5% of the aggregate amount, if any, available for distribution pursuant to
Section 10.05(a)(v) of the LLC Agreement. 
 “Management Incentive Plan” means the Bioventus LLC Management Incentive
Plan. 

  
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 “Payment Amount” means the amount payable with respect to each vested
Phantom Profits Interest Unit upon the applicable Payment Event. 
 “Phantom Profits Interest Unit” means a right to
receive cash in an amount equal to the Payment Amount upon the Payment Event as set forth in the applicable Award Agreement. 

“Profits Interest Unit” means a non-managing,
non-voting ownership interest in the Company issued pursuant to Section 3.01(b) of the LLC Agreement and the Management Incentive Plan. 

“Qualifying Subsequent Waterfall Distribution Event” means a Subsequent Waterfall Distribution Event that constitutes a
change in ownership or a change in effective control of the Company within the meaning of Section 409A of the Code. 

“Subsequent Waterfall Distribution Event” means, following an Initial Waterfall Distribution Event under Section 1(a)
above with respect to Units representing a Percentage Interest of less than 100%, the closing of (i) a subsequent sale of Units, or (ii) a sale of all or substantially all of the assets of the Company 

“Termination Date” means in the case of an Employee, the date of the Grantee’s separation of service, as defined in
Section 409A of the Code, and in the case of a Board Member, resignation or removal from the Board of Managers of the Company. 

“Waterfall Distribution Event” means an Initial Waterfall Distribution Event or a Subsequent Waterfall Distribution Event.

 Administration 

Administration. The Plan shall be administered and interpreted by the Board of Managers (the “Administrator”) or by a
committee or subcommittee, which shall be appointed by the Administrator. To the extent that a committee or subcommittee administers the Plan, references in the Plan to the “Administrator” shall be deemed to refer to the committee or the
subcommittee. 
 Administrator Authority. The Administrator shall determine (i) the Employees and Board Members to receive
Awards, (ii) the size and terms of the Awards, (iii) the time when the Awards will be made, (iv) the applicable Payment Event, (v) the duration of any applicable vesting period, provided that such vesting period shall not be less
than four years and that the Award shall vest ratably over the vesting period, and (vi) the Benchmark Amount with respect to any Award. 

Administrator Determinations. The Administrator shall have full power and authority to administer and interpret the Plan, to make
factual determinations, and to adopt or amend such rules, regulations, agreements, and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable. All powers of the Administrator shall be executed
without the approval or consent of the Grantees. 

  
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 Interests Subject to the Plan 

Awards Authorized by the LLC Agreement. The total amount of Phantom Profits Interest Units available for grants under the Plan, when
combined with the total amount of Profits Interest Units (as defined in the Management Incentive Plan) granted under the Management Incentive Plan and any other form of employee, management or other service provider equity or equity-related awards
of the Company, shall not result in aggregate distributions to the holders thereof in excess of the Management Distribution Cap (such amount determined, solely for this purpose, as if there were no Phantom Profits Interest Units or Other Management
Equity Awards (as defined in the LLC Agreement)) (“Excess Distributions”), unless and to the extent that S&N and the Essex Members consent in their capacity as Members to such Excess Distributions. If, and to the extent that,
Phantom Profits Interest Units granted under the Plan terminate or are canceled, forfeited, exchanged, or surrendered without payment, such Phantom Profits Interest Units shall be available again for purposes of the Plan. 

Adjustments. If there is any change in the total amount or kind of Phantom Profits Interest Units outstanding (i) by reason of a
spinoff, split of the Phantom Profits Interest Units, reclassification, combination, or exchange of such Phantom Profits Interest Units or similar event; (ii) by reason of a merger, reorganization, or consolidation; (iii) by reason of any
other extraordinary or unusual event affecting the outstanding Phantom Profits Interest Units as a class without the Company’s receipt of consideration; or (iv) by reason of a change in the structure of the Company, or if the value of the
outstanding Phantom Profits Interest Units are substantially reduced as a result of a spinoff, the amount or percentage of such Phantom Profits Interest Units covered by outstanding Awards, and the kind of Phantom Profits Interest Units issued under
the Plan shall be appropriately adjusted by the Administrator to reflect any increase or decrease in the amount of, or change in the kind or value of, issued Phantom Profits Interest Units to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under such Awards. Any adjustments determined by the Administrator shall be final, binding, and conclusive. 

Eligibility for Participation 
 All
Employees and Board Members who are designated by the Administrator shall be eligible to participate in the Plan. 
 Grants of Awards 

Award Agreement. All Awards shall be subject to the terms and conditions of this Plan, the terms of the LLC Agreement, and the
Grantee’s award instrument (the “Award Agreement”). Each Award Agreement shall contain the number of Phantom Profits Interest Units underlying the Grantee’s Award and the applicable grant date Benchmark Amount (subject to
adjustment as provided in the LLC Agreement), and each Award shall vest in accordance with the terms of the Grantee’s Award Agreement. The Award Agreement shall also designate whether the Payment Amount shall be paid (i) upon the earlier
of the Grantee’s Termination Date or an Initial Waterfall Distribution Event (with any subsequent amounts 10 paid upon the earlier of a Qualifying Subsequent Waterfall Distribution Event or the Grantee’s Termination Date) (a
“Termination Payment Event”) or (ii) upon an Initial Waterfall Distribution Event, with any subsequent amounts paid upon the earlier of (A) a Qualifying Subsequent Waterfall Distribution Event or (B) provided that a
Subsequent Waterfall event has occurred, the fifth anniversary of the grant date (a “Waterfall Payment Event”) (a Termination Payment Event or a Waterfall Payment Event, also referred to as the “Payment Event”).


  
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 Payment Amount. 

(i) If the Payment Event is a Termination Payment Event, the Payment Amount shall be, for each vested Phantom Profits Interest
Unit, an amount that would be allocated to an equivalent number of Profits Interest Units with an equivalent Benchmark Amount, (A) if the Grantee’s Termination Date is prior to a Waterfall Distribution Event, as if the Company were
liquidated on the Termination Date at fair market value (as determined in good faith by the Administrator), or (B) where there is an Initial Waterfall Distribution Event and one or more Subsequent Waterfall Distribution Events prior to the
Termination Date, pursuant to the LLC Agreement with respect to each such Waterfall Distribution Event. Such Payment Amount shall be paid to the Grantee within 30 days of the Termination Date, the Initial Waterfall Distribution Event, or any
Qualifying Subsequent Waterfall Distribution Event, as applicable. In the event that a Subsequent Waterfall Distribution Event is not a Qualifying Subsequent Waterfall Distribution Event, the Payment Amount with respect to such Subsequent Waterfall
Distribution Event shall be paid within 30 days of the Termination Date. No further Payment Amount shall be paid to the Grantee with respect to Waterfall Distribution Events following the Grantee’s Termination Date. 

(ii) Subject to (iii) below, if the Payment Event is a Waterfall Payment Event and a Waterfall Distribution Event occurs
before the Grantee’s Termination Date, the Payment Amount shall be equal to, for each vested Phantom Profits Interest Unit, an amount that would be payable with respect to the equivalent number of Profits Interest Units with an equivalent
Benchmark Amount pursuant to the LLC Agreement. Such Payment Amount shall be paid to the Grantee within 30 days of an Initial Waterfall Distribution Event, and for any Subsequent Waterfall Distribution Event, shall be paid to the Grantee within 30
days of the earlier of a Qualifying Subsequent Waterfall Distribution Event or the fifth anniversary of the date of grant. No Payment Amount shall be paid to the Grantee with respect to any Subsequent Waterfall Distribution Event that is not a
Qualifying Subsequent Waterfall Distribution Event and that occurs after the fifth anniversary of the Grant Date. 
 (iii) If
the Payment Event is a Waterfall Payment Event and a Waterfall Distribution Event occurs after the Grantee’s Termination Date, the Payment Amount with respect to such event shall in no event be greater than the lesser of, for each vested
Phantom Profits Interest Unit, (A) an amount that would be allocated to an equivalent number of Profits Interest Units with an equivalent Benchmark Amount if the Company were liquidated on the valuation date next following the Termination Date
at fair market value (as determined in good faith by the Administrator) and (B) the amount specified in Section 5(b)(ii) above; provided that if a Waterfall Distribution Event occurs prior to the valuation date next following the
Termination Date, the Payment Amount shall be the amount specified in Section 5(b)(ii). Such Payment Amount shall be paid to the Grantee within 30 days of the Initial Waterfall Distribution Event, and for any Subsequent Waterfall Distribution
Event, shall be paid to the Grantee within 30 days of the earlier of a Qualifying Subsequent Waterfall Distribution Event or the fifth anniversary of the date of grant. No Payment Amount shall be paid to the Grantee with respect to any Subsequent
Waterfall Distribution Event that is not a Qualifying Subsequent Waterfall Distribution Event and that occurs after the fifth anniversary of the Grant Date. 

  
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 Acknowledgement by Grantee. All Awards shall be made conditional upon the
Grantee’s acknowledgement, in writing or by acceptance of the Award, that all decisions and determinations of the Administrator shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming an
interest under such award. Awards need not be uniform as among the Grantees. 
 Forfeiture 

Termination of Employment. Any and all of an Employee Grantee’s unvested Phantom Profits Interest Units shall be forfeited upon the
termination of the Grantee’s employment for any reason. 
 Termination of Membership on the Board of Managers. Any and all of a
Board Member Grantee’s unvested Phantom Profits Interest Units shall be forfeited upon resignation or removal from the Board of Managers of the Company. 

Termination of Employment for Cause. Any and all of an Employee Grantee’s vested and unvested Phantom Profits Interest Units shall
be forfeited upon the termination of the Grantee’s employment for Cause. For purposes of this Plan, “Cause” shall have the meaning set forth in the written employment agreement between the Grantee and the Company in effect on the date
of the Grantee’s termination of employment, or if no such agreement exists, shall mean (i) conviction (including guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, violence or dishonesty;
(ii) commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company; (iii) violation of any written and fully executed contract or agreement between the Grantee and the Company, including without
limitation, breach of Grantee’s Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement; (iv) gross negligence or willful
misconduct, (v) continued and substantial failure to perform the Grantee’s duties to the Company; or (vi) violation of any material policies, practices, or procedures of the Company. 

Removal from the Board of Managers. Any and all of a Board Member Grantee’s vested and unvested Phantom Profits Interest Units
shall be forfeited upon the removal of the Grantee from the Board of Managers for Cause. For purposes of this Plan, “Cause” shall mean (i) conviction (including guilty plea or plea of nolo contendere) of any felony or any other crime
involving fraud, violence or dishonesty; (ii) commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company; (iii) violation of any agreement between the Grantee and the Company; (iv) gross
negligence or willful misconduct; (v) continued and substantial failure to perform the Grantee’s duties to the Company as a Member of the Board of Managers of the Company; or (vi) violation of any material policies, practices, or
procedures of the Company including without limitation, the Company’s Code of Conduct and Confidential Information policies. 

  
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 Waterfall Distribution Event. As soon as practicable following an Initial Waterfall
Distribution Event or any Subsequent Waterfall Distribution Event that results in an aggregate sale of Units representing a Percentage Interest of 100%, or upon a sale of all or substantially all of the assets of the Company, all vested and unvested
Phantom Profits Interest Units shall be cancelled (after the Grantee has been paid any amounts due with respect to such Units, if applicable). 

Confidentiality, Non-Compete, Non-Solicitation.
Notwithstanding anything herein to the contrary, a Grantee shall forfeit any and all rights to all vested and unvested Phantom Profits Interest Units if the Grantee violates the terms of any confidentiality,
non-solicitation and non-competition provisions of any agreement between the Grantee and the Company, if applicable. 

Withholding of Taxes 
 All Awards
under the Plan shall be subject to applicable federal (including FICA), state, and local tax withholding requirements. The Company may require that the Grantee pay to the Company the amount of any federal, state, or local taxes that the Company is
required to withhold with respect to such Awards, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such Awards. 

Nontransferability of Awards 
 Only
the Grantee has any rights under an Award. A Grantee may not transfer those rights, directly or indirectly, except by will or the laws of descent and distribution. 

Limitations on Issuance or Transfer of Phantom Profits Interest Units 

No Phantom Profits Interest Units shall be issued or transferred in connection with any Award until all legal requirements applicable to the
issuance or transfer of such Phantom Profits Interest Units have been complied with to the satisfaction of the Administrator. The Administrator shall have the right to condition any Award made to any Grantee hereunder on such Grantee’s
undertaking in writing to comply with any restrictions on his or her subsequent disposition of such Phantom Profits Interest Units as the Administrator shall deem necessary or advisable. 

Amendment and Termination of the Plan 

Amendment and Termination. The Administrator may, in accordance with the LLC Agreement, amend the Plan or any Award under the Plan, or
terminate the Plan, at any time; provided that no amendment or termination of the Plan or any Award shall, without the consent of a Grantee, adversely impact the rights of any Grantee under any Award granted to such Grantee under the Plan, unless
necessary to meet the requirements of any applicable law or regulation. Before amending or terminating the Plan or any Award to meet the requirements of an applicable law or regulation, the Administrator will attempt to bring the Plan or Award into
compliance with the applicable law or regulation without reducing the benefits or payments to a Grantee to the greatest extent possible. If amendment or termination is still necessary and adversely impacts the rights of a Grantee, the Administrator
will reasonably cooperate with such Grantee to adopt replacement benefits or payments that to the greatest extent possible places the Grantee in the same or a comparable economic position as if the Plan or Award had not been amended or terminated.


  
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 Governing Document. In the event of any conflict between any Award in the form
attached hereto as Exhibit A or B and the LLC Agreement, such Award shall control. In the event of any conflict between any subsequent Award not in the form attached hereto and the LLC Agreement, the LLC agreement shall control unless such
subsequent Award has been approved by the Board and Smith & Nephew, Inc., in which case such Award shall control. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner.
The Plan shall be binding upon and enforceable against the Company and its successors and assigns. 
 Funding of the Plan 

This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Awards under this Plan. In no event shall interest be paid or accrued on any Award. 
 Rights of Grantees

 No Award shall entitle any Grantee to any (i) voting rights with respect to any action or decision taken or made (or to be
taken or made) by the Company or the Board of Managers, (ii) right to appoint Managers to the Board of Managers, or (iii) appraisal or preemption rights. Nothing in this Plan shall entitle any Employee, Board Member or any other person to
any claim or right to receive an Award under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights. 

Headings 
 Section headings are for
reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control. 
 Effective Date
of the Plan 
 The initial effective date of the Plan was May 4, 2012. The amended and restated version of the Plan shall be
effective on December 8, 2017. 

  
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 Miscellaneous 

Compliance with Law. The Plan and the obligations of the Company to issue or transfer Phantom Profits Interest Units in connection with
Awards shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. The Administrator may revoke any Award if it is contrary to law or modify an Award to bring it into compliance with any
valid and mandatory government regulation. The Administrator may also adopt rules regarding the withholding of taxes on payments to Grantees. The Administrator may, in its sole discretion, agree to limit its authority under this Section. 

Governing Law. The validity, construction, interpretation, and effect of the Plan and Award Agreements issued under the Plan shall be
governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. 

  
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