exv10w2






Exhibit 10.2




FRESENIUS
MEDICAL CARE AG & Co. KGaA

STOCK OPTION PLAN 2011



 









 








TABLE OF CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1. PREAMBLE AND PURPOSE
	 	 	- 1 -	 
	2. GRANT OF OPTIONS
	 	 	- 1 -	 
	3. OPTIONS
	 	 	- 2 -	 
	4. PARTICIPANTS AND DISTRIBUTION OF THE OPTIONS
	 	 	- 2 -	 
	5. EXERCISE PRICE
	 	 	- 3 -	 
	6. CONDITIONS FOR THE EXERCISE OF THE OPTIONS
	 	 	- 3 -	 
	7. EXERCISE OF THE OPTIONS
	 	 	- 6 -	 
	8. EFFECTIVENESS OF THE EXERCISE OF THE OPTIONS
	 	 	- 7 -	 
	9. OPTION OFFICE
	 	 	- 8 -	 
	10. ADJUSTMENT OF THE EXERCISE PRICE
	 	 	- 8 -	 
	11. OPTIONS IN SPECIAL CASES
	 	 	- 9 -	 
	12. TRANSFERABILITY AND FORFEITURE
	 	 	- 11 -	 
	13. TAXES, CONTRIBUTIONS AND OTHER EXPENSES
	 	 	- 11 -	 
	14. PROCEDURE, ENDING AND ADJUSTMENT OF THE PLAN
	 	 	- 12 -	 
	15. LIABILITY RISKS, EXCHANGE RISKS AND TAX RISKS
	 	 	- 14 -	 
	16. MISCELLANEOUS PROVISIONS
	 	 	- 14 -	 
	17. DEFINITIONS
	 	 	- 15 -	 






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	1.	 	Preamble and Purpose
	 
	1.1	 	The ordinary General Meeting of Fresenius Medical Care AG & Co. KGaA (the Company) on 12 May
2011 decided (i) to increase the capital up to 12,000,000.00 Euro subject to the issuance of
12,000,000 non-par value bearer ordinary shares of the Company by way of creating conditional
capital and (ii) to grant these options to members of the management board of Fresenius
Medical Care Management AG (the General Partner) in their capacity as organs of the General
Partner of the Company, to the members of the management boards of Affiliated Companies of the
Company and to managerial staff members (Führungskräfte) of the Company and its Affiliated
Companies within the FMC Group (the Options), which entitle them to purchase a total maximum
of 12,000,000 Shares. Members of the management and employees exclusively employed by
Fresenius SE & Co. KGaA or its Affiliated Companies which are affiliated to the Company only
through Fresenius SE & Co. KGaA are excluded. Instead of new Shares to fulfill the obligation
out of this stock option plan (the Plan), Shares which have been acquired by the Company or
which the Company itself has in its own possession can also be issued if a separate
authorizing resolution is passed by the general meeting.
	 
	1.2	 	The Plan contains the requirements, conditions and procedures for the grant and exercise of
the Options (the Option Conditions) and has been adopted by the General Partner and, in so far
as members of the management board of the General Partner are entitled under this plan, by the
supervisory board of the General Partner.
	 
	1.3	 	The purpose of this Plan is to align the interests of the management boards and the
managerial staff members with the interest of the shareholders in encouraging the long term
growth of the Company. This Plan offers the Participants an internationally competitive and
transparent remuneration component which combines the long term benefits for the Participants
with the sustained success of the Company. The Plan therefore constitutes an incentive to
direct decisions at the achievement of the ambitious, clearly defined Success Target for the
Company.
	 
	2.	 	Grant of Options
	 
	2.1	 	The grant of the total Options available under the Plan should be made as far as possible in
equal tranches within the Authorization Period. This can, however, be subject to deviation in
the case of objective grounds (sachliche Gründe), decided




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	 	 	by the General Partner’s supervisory board with respect to Options granted to the management board of the General Partner,
otherwise by the General Partner.






	2.2	 	The Options will be granted to the Participants two times a year in each case with effect as
of the last Monday in July and/or the first Monday in December (both days are referred to as
the Grant Date in each case). The grant shall be made in text form. If the conditional capital
created by the General Meeting resolution of 12 May 2011 is not entered in the commercial
register prior to 22 July 2011, Options will be granted for the first time on the first
working day of the calendar month following the entry.
	 
	2.3	 	The grant of Options will be made without any additional payment (Zuzahlung).
	 
	2.4	 	The Options will not be evidenced by certificates.
	 
	3.	 	Options
	 
	3.1	 	The Options issued under the Plan entitle the relevant persons to purchase Shares in
accordance with the terms of the Option Conditions.
	 
	3.2	 	One Option carries the entitlement to purchase one Share of the Company. In this Plan, a
total of up to 12,000,000 Options which grant entitlement to subscribe for a total of
12,000,000 Shares may be issued within the Authorization Period. The right to purchase Shares
can be satisfied either out of the conditional capital created for that purpose or from the
Company’s stock of its own Shares. If the management board of the General Partner is
concerned, its supervisory board will decide how to satisfy the right deriving from Options,
and for the other Participants, the General Partner will make such decisions.
	 
	3.3	 	An Option has a term of eight years from the time at which it is granted to the Participant.
	 
	4.	 	Participants and Distribution of the Options
	 
	4.1	 	Options can be issued only to the following groups of persons (hereinafter referred to as the
Participants); the maximum limits stated below may not be exceeded (in relation in each case
to the entire group):





	 	 	 	 	 	 	 

	 

	 	(a)
	 	Members of the management board
of the General Partner
	 	max. 2,000,000 Options
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Members of the management boards
of Affiliated Companies within the
FMC Group
	 	max. 2,500,000 Options






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	 	(c)
	 	Managerial staff members (in the
sense of grading by the Company) of
the Company and Affiliated Companies
within the FMC Group.
	 	max. 7,500,000 Options







	4.2	 	For the individual members of the management board of the General Partner its supervisory
board will decide who is entitled to receive Options. For the other Participants the General
Partner will decide this.
	 
	4.3	 	The number of Options to be granted to a Participant is determined on the basis of individual
performance of the Participant and the Participant’s responsibilities within the FMC Group.
This determination will be made in the case of management board members of the General Partner
by its supervisory board. The General Partner makes the determination for the other
Participants.
	 
	4.4	 	There is no legal right to receive Options on the basis of this Plan. The status or possible
status of an employee as Participant or the fact that a Participant was granted Options in the
past cannot be interpreted as an obligation that this employee or a possible Participant in
general or in the future will be granted Options. In particular no operational practice
(betriebliche Übung) is constituted by the grant of Options. This applies even if Options are
granted in several successive years.
	 
	5.	 	Exercise Price
	 
	 	 	The exercise price of an Option shall be the average Stock Exchange Price of the Shares
of the Company on the Frankfurt Stock Exchange on the last 30 calendar days prior to the
Grant Date in each case in Euro (the Exercise Price). Clause 10 (Adjustment of the
Exercise Price) remains unaffected.
	 
	6.	 	Conditions for the Exercise of the Options
	 
	 	 	For the exercise of the Options, all the following conditions, subject to the general
Option Conditions, must be fulfilled.




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6.1 Waiting Period for the Exercise / Exercise Period / Black-Out Periods





	 	(a)	 	Unless otherwise expressly stated in these Option Conditions, the Options
may be exercised only after the expiration of the Waiting Period, during the Exercise
Period and before the end of their term in accordance with Clause 3.3, not, however,
during the Black-Out Periods.
	 
	 	(b)	 	The Waiting Period is four years from the Grant Date in each case (the
Waiting Period). After expiry of the Waiting Period, the Options can be exercised
during any Exercise Period within the term of the Options.
	 
	 	(c)	 	The exercise of the Options can be declared in each case at any time
outside Black-Out Periods (the Exercise Period).
	 
	 	(d)	 	The Black-Out Periods are the following in each case:






	 	(i)	 	the period from the 15th of December to the
15th of January;
	 
	 	(ii)	 	the period from the 21st calendar day prior
to a Company’s general meeting until the end of the day of such general
meeting;
	 
	 	(iii)	 	the period from the day on which the Company publishes
an offer to its shareholders to subscribe for new shares in a stock
exchange gazette or the Electronic Federal Gazette up to the day on which
the shares of the Company issued in accordance with that right are listed
for the first time on the Frankfurt Stock Exchange “ex subscription
rights”; and
	 
	 	(iv)	 	the period from the fifteenth calendar day
prior to the publication of the quarterly results/annual results until the
publication of the quarterly results/annual results.






	 	 	 	The above mentioned Black-Out Periods include in each case the times for
beginnings and ends stated. On inquiry, the Company shall inform the
Participants of the exact beginning and end dates of the periods in which
exercise is blocked.
	 
	 	 	 	If the management board of the General Partner is concerned, its supervisory
board and if other Participants are concerned, the General Partner, shall, in
justified exceptional cases, determine other black-out




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	 	 	 	periods, the beginning of which will in each case be notified to the Participants in due time in advance.





6.2 Success Targets / (Partial) Forfeiture in case of Non-achievement





	 	(a)	 	The Success Target is achieved if within the Waiting Period either the
adjusted basic income per Share has increased by at least eight per cent per annum in
comparison to the previous year in each case or — if this is not the case — the
compounded annual growth rate of the adjusted basic income per Share during the four
years of the Waiting Period reflects an increase of at least eight per cent per
annum.
	 
	 	(b)	 	The adjusted basic income per Share shall be calculated following the
US-GAAP (Generally Accepted Accounting Principles) methodology based upon the
hereafter described adjusted net income as follows:
	 
	 	 	 	The adjusted net income corresponds to the net income attributable to the
Company shown in the consolidated financial statements of the Company (prepared
in accordance with the accountancy principles of US-GAAP),






	 	(i)	 	to which is added the costs shown in the relevant
consolidated financial statement for:






	 	•	 	- provided that the costs occur only once — the purchase,
integration and financing of companies or dialysis clinics,
including the costs in connection with






	 	•	 	any costs and expenses
attributable to liability exposure existing already prior
to the time of acquisition and/or
	 
	 	•	 	the sale of dialysis
clinics irrespective of whether this was ordered by the
competent anti-trust authority or not;






	 	•	 	extraordinary items in the meaning of the US-GAAP;
	 
	 	•	 	changes to US-GAAP accounting principles in the first year
after such policies become effective; and
	 
	 	•	 	any tax effects in respect to the above mentioned points; and




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	 	(ii)	 	from which is subtracted any gains shown in the
consolidated financial statements in each case by reference to the
following






	 	•	 	the sale of dialysis clinics irrespective of whether this was
ordered by the competent anti-trust authority or not;
	 
	 	•	 	extraordinary items as defined under US-GAAP;
	 
	 	•	 	changes to US-GAAP accounting principles in the first year
after such policies become effective; and
	 
	 	•	 	any tax effects in respect to the above mentioned points.






	 	(c)	 	The determination of the adjusted basic income per Share and changes
thereto compared to the adjusted basic income per Share of the relevant comparison
year will be verified in a binding manner in each case by the auditors of the Company
on the basis of the audited consolidated financial statements with regard to the
question of the admissibility of exercise of Options.
	 
	 	(d)	 	If with regard to one or more of the four comparison periods within the
Waiting Period neither the adjusted basic income per Share increases by at least
eight per cent per annum in comparison to the previous year nor the compounded annual
growth rate of the adjusted basic income per Share during the four years of the
Waiting Period reflects an increase of at least eight per cent per annum, the Options
issued in each case are forfeited only in the proportion in which the Success Target
has not been achieved within the Waiting Period, i.e. for one quarter, two quarters,
three quarters, or completely.






	6.3	 	Personal Preconditions for Exercise






	 	(a)	 	The Participant must at the time of exercise be in an employment or service
relationship with the Company, a domestic or foreign Affiliated Company in the FMC
Group or with the General Partner.
	 
	 	(b)	 	Clause 11 (Options in Special Cases) remains unaffected.






	7.	 	Exercise of the Options
	 
	7.1	 	Within the Exercise Period, the entitled person can exercise the Options exercisable under
Clause 6 in whole or in part in each case.




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	7.2	 	The exercise of the Options must be declared in writing to the Company or, if an Option
Office is nominated under Clause 9 (Option Office), to this Option Office in text form
(Exercise Declaration). The Exercise Declaration must be received within the Exercise Period
and must contain the declaration as to how many Options of the entitled person are exercised.
If the Exercise Declaration is not received in time, it is deemed to not have been made. If
the Option Office undertakes, in accordance with Section 198 Stock Corporation Act
(Aktiengesetz, AktG), the necessary declaration vis-à-vis the Company for the Participant, a
form for the making of the Exercise Declaration (for example, entry in an electronic system)
can be agreed between the Participant and the Option Office.
	 
	7.3	 	The exercise of the Options is irrevocable and cannot be made subject to any conditions
whatsoever.
	 
	7.4	 	The Options can only be exercised if the Exercise Price for the Options which are intended to
be exercised is paid. The Exercise Price must be received by the Company or, if an Option
Office in accordance with Clause 9 (Option Office) is named, by the Option Office at the
latest on the day of the effect of the exercise of the Options. Clause 8 (Effectiveness of the
Exercise of the Options) remains unaffected.
	 
	7.5	 	In case an Option Office is named by the Company, Options can only be exercised if
Participants grant an irrevocable power-of-attorney in writing to the Option Office in the
form provided to entitle the Option Office to make all declarations and undertake all actions
necessary for the acquisition of Shares.
	 
	7.6	 	The entitled person shall inform the Company of the depository account the Shares arising out
of the exercise of its Options are to be entered. The entitled person can state that the
Shares arising out of the exercise of its Options should immediately be sold. The Company will
make reasonable efforts that the Option Office will render services necessary to comply with
the requirements of the Plan when Options should immediately be sold.
	 
	8.	 	Effectiveness of the Exercise of the Options
	 
	8.1	 	The exercise of the Options shall be effective on the day of receipt by the Company of the
Exercise Declaration or if an Option Office is named, by the Option Office if the receipt is
within the Usual Banks’ Working Hours, otherwise on the next following Banking Day.




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	8.2	 	For the Options of the management board of the General Partner, its supervisory board, and
for the other Participants/entitled persons, the General Partner can provide that the exercise
of the Options will be effective only uniformly after the expiry of a maximum of ten Banking
Days after the end of the Exercise Period, if this is to be indicated on grounds of
processing.
	 
	9.	 	Option Office
	 
	 	 	For technical processing of the exercise of the Options, the management board of the
General Partner can instruct a service provider to act as an Option Office.
	 
	10.	 	Adjustment of the Exercise Price
	 
	10.1	 	If the Company, during the term of the Options, while granting a direct or indirect
subscription right to its shareholders increases its capital by the issue of new Shares or
issues bonds with conversion or option rights and if, in that case, fixed conversion or option
prices per Share are less than the Exercise Price for the Options, the General Partner or if
members of the management board of the General Partner are affected, its supervisory board, is
entitled to establish financial equality for the Participants. This equality may be
established by the reduction of the Exercise Price or the adjustment of the number of Options
or a combination of both. The Participants have no right to such financial equality. In the
case of the issue of Shares, debentures or options in the course of equity based incentive
programs of the Company, no equalization will be granted.
	 
	10.2	 	In the event of a capital increase out of retained earnings by the issue of new Shares, the
conditional capital will, in accordance with Section 218 AktG, be increased in the same
proportion as the share capital. The right of the Participants to subscribe new Shares by the
exercise of Options shall increase in the same proportion. The Exercise Price per Share will
be reduced in the same proportion. If the capital increase out of retained earnings takes
place without the issue of new Shares, (Section 207 subs. 2 sentence 2 AktG) the Options and
the Exercise Price remain unchanged.
	 
	10.3	 	In the event of a capital reduction, no adjustment of the Exercise Price or the option
ratio shall take place if by the capital reduction the total number of Shares is not changed
or the reduction is associated with a repayment of capital or with the acquisition of the
Company’s own Shares for a valuable consideration. In the case of a capital reduction by
merger of Shares without capital redemption and in the case of an increase in the number of
Shares without any change in capital (share split), the number of Shares which can be acquired
for each Option at the






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	 	 	Exercise Price shall be reduced or increased in proportion to the capital reduction
or share split. The Exercise Price for one Share shall be adjusted in the same proportion.
	 
	10.4	 	Notwithstanding the provisions of Clause 10.1 through 10.3 the General Partner or if members
of the management board of the General Partner are affected, its supervisory board will
abstain from any actions to adjust the Exercise Price or the number of Options that result in
the Options constituting “deferred compensation” as defined in Section 409A of the U.S.
Internal Revenue Code of 1986 as amended (the IRC) to any Participant.
	 
	11.	 	Options in Special Cases
	 
	11.1	 	Leaving on Age Grounds
	 
	 	 	If the Participant retires from employment or service with a company of the FMC Group upon
reaching the minimum required age for retirement and without having been dismissed, the
Options remain unaffected. Disability, occupational disability and early retirement shall
be equivalent to retirement. The Participant is obligated to give evidence to the Company
or an office named by the Company of the occurrence of the above mentioned cases within
three months of the retirement date in an appropriate manner. Otherwise, for the
management board of the General Partner, its supervisory board and for the other
Participants, the General Partner, may declare the Options to be forfeited without
replacement.
	 
	11.2	 	Ordinary Termination / Cancellation of Employment by Agreement
	 
	 	 	If the employment or service relationship of a Participant with the Company or its
Affiliated Company within the FMC Group has ended by termination or agreement, the
Participant can exercise the Options provided that they are exercisable under this Plan at
the time the employment or service relationship ends, within the 60 calendar day period
immediately following such termination or agreement, subject to an extension for any
Black-Out Periods which would reduce the 60 calendar day period. Each Option not exercised
after the expiry of this Exercise Period, shall be forfeited without replacement
irrespective of whether the further conditions of this Plan have been fulfilled. Clause
11.4 (Extraordinary Termination) remains unaffected.




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	11.3	 	Death
	 
	 	 	In the case of the death of a Participant, the Options remain unaffected. These rights may
be exercised by the Heirs of the Participant. The Heirs are obligated to give evidence of
their entitlement within three months after the death of the Participant upon which the
Participant’s estate passes to its Heirs in an appropriate manner; otherwise, for the
Options of the former members of management board of the General Partner, its supervisory
board and for the Options of other former Participants, the General Partner, may declare
the Options to be forfeited without replacement. Clause 11.4 (Extraordinary Termination)
remains unaffected.
	 
	11.4	 	Extraordinary Termination
	 
	 	 	The Participant is not entitled to exercise the Options in accordance with Clause 11.2
(Ordinary Termination) if the Participant’s employment or service agreement was terminated
for good cause by the Company or by an Affiliated Company within the FMC Group, or if at
the time of leaving, there were grounds which would have entitled the Company or an
Affiliate Company within the FMC Group, to issue an extraordinary termination. The same
applies in case the Options shall be exercised in accordance with Clause 11.3 (Death).
	 
	11.5	 	Effect of Change in Status as Affiliated Company
	 
	 	 	If a company is no longer an Affiliated Company within the FMC Group, the employment or
service relationship of each Participant who is no longer employed by the Company or an
Affiliated Company within the FMC Group shall be deemed to have been terminated according
to Clause 11.2 (Ordinary Termination) in the meaning of the Plan and in reference to all
Options based on the Plan.
	 
	11.6	 	Effect of Change in Status as General Partner
	 
	 	 	If the General Partner is no longer general partner of the Company, the service agreements
of the members of the General Partner’s management board shall be deemed to have been
ended according to Clause 11.2 (Ordinary Termination).
	 
	11.7	 	Engagement with Fresenius Group
	 
	 	 	The Options will not be affected by the transfer of a Participant from the Company or from
an Affiliated Company within the FMC Group to Fresenius SE & Co. KGaA or to an Affiliated
Company of Fresenius SE & Co. KGaA (including Fresenius Management SE).




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	11.8	 	Individual Cases
	 
	 	 	In individual cases, the supervisory board of the General Partner can with regard to
Options of the members of the management board of the General Partner, and the General
Partner with respect to Options of the other Participants, waive or amend the provisions
according to Clause 11.1 (Leaving on Age Grounds) to Clause 11.6 (Effect of Change in
Status as General Partner).
	 
	12.	 	Transferability and Forfeiture
	 
	12.1	 	Options granted under this Plan and Options inherited according to Clause 11.3 are not
transferable. Any purported assignment or disposal over Options, such as the granting of
sub-participations therein, pledging, granting usufruct rights (Nießbrauch) or the formation
of a trust, shall be void and invalid. The same applies to legal transactions which are
economically equal to a transfer or assignment.
	 
	12.2	 	All unexercised Options are forfeited without replacement on expiry of their term,
irrespective of whether they were ever exercisable within the terms of these Option
Conditions.
	 
	13.	 	Taxes, Contributions and other Expenses
	 
	13.1	 	General
	 
	 	 	All taxes incurred in connection with the Options or their exercise shall be borne by the
Participant of such Options themselves. The obligation of the Company or an Affiliated
Company within the FMC Group to pay income tax and other taxes or contributions on behalf
of the Participants remains unaffected. The Company or Affiliated Companies within the FMC
Group are entitled for this purpose to deduct the necessary amounts from the
wages/salaries of the Participants until the tax and contributions are completely repaid
or to require the Participants to pay or provide for payment of at least the minimum
amount of any taxes and contributions that the Company or an Affiliated Company within the
FMC Group may be required to withhold with respect to the Option or their exercise. The
Company can make the exercise of the Options by the Participants conditional, inter alia,
on evidence of payment of tax and/or contributions, or that adequate security is provided
by the Participants. In this respect, the provisions of Section 38 subs. 4 Income Tax Act
are referred to.




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	13.2	 	Foreign Participants in the Plan
	 
	 	 	If the Participant is not liable for tax in Germany, the above provisions shall apply
according to the applicable foreign tax law. The Participant will, as the case may be,
receive from the Company or an Affiliated Company a certificate as to the financial
benefit received.
	 
	13.3	 	Section 162 (m) U.S. Internal Revenue Code
	 
	 	 	If the supervisory board of the General Partner, in its sole discretion, determines at the
request of the General Partner that the limitations on deductions under Section 162(m) IRC
may apply to an Option granted to Participants hereunder, the supervisory board of the
General Partner shall be entitled to decide upon the grant of Options made to such
Participants.
	 
	13.4	 	Costs
	 
	 	 	The Participants shall themselves bear all costs in connection with the exercise of the
Options or will reimburse the Company for these costs.
	 
	14.	 	Procedure, Ending and Adjustment of the Plan
	 
	14.1	 	Unless provided otherwise in this Plan, the terms of the Plan shall be interpreted, waived,
adjusted or otherwise administered, for the members of the management board of the General
Partner, by its supervisory board and all Options granted to members of the management board
of the General Partner will be approved by its supervisory board. Otherwise, the Plan shall be
interpreted, waived, adjusted or otherwise administered by the General Partner and all Options
granted to the other Participants will be approved by the General Partner. All acts of the
General Partner or its supervisory board in connection with the Plan shall be performed in
accordance with German law, the articles of association of the Company and the relevant rules
of procedure.
	 
	14.2	 	The General Partner’s supervisory board is entitled to end the Plan with effect for all
Participants at any time. The Options already granted to the Participants remain unaffected.
	 
	14.3	 	Consistent with the requirement of German Corporate Law and the US-Sarbanes-Oxley-Act the
supervisory board of the General Partner is entitled to claim reimbursement of any
compensation granted under the Plan (the Compensation) to the Company if, in the view of the
supervisory board of the General Partner, during a term of three years starting with the
respective Grant Date:




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	 	•	 	The Compensation was predicated upon achievement of financial or other financial
results that were subsequently restated or corrected, and
	 
	 	•	 	the management board member of the General Partner from whom such reimbursement is
sought engaged in misconduct or fraud that caused or partially caused the restatement
or correction, and
	 
	 	•	 	a lower payment would have been made to the management board member of the General
Partner upon restated or corrected financial results.






	14.4	 	If the rights of the management board of the General Partner are affected, its supervisory
board, otherwise the General Partner, is entitled to adjust the Plan at any time. This applies
even to dealing with Options already granted if this does not influence the value of the
Options or if financial compensation accordingly is granted; however, in case of Extraordinary
Developments the General Partner’s supervisory board is entitled to cap grants of Options
and/or reduce already granted Options made to the management board of the General Partner
under the Plan. The same applies to the management board of the General Partner with regard to
any other Participant.
	 
	14.5	 	The management board of the General Partner and its supervisory board will take appropriate
measures in order to prevent a dilution of the shareholdings of the shareholders of the
Company as a result of the issuance of Shares to the Participants entitled under this Plan.
	 
	14.6	 	The Plan shall be construed, interpreted and administered to comply with Section 409A of
the IRC so as to avoid any Option resulting in “deferred compensation” to any Participant,
including without limitation the method for granting Options and making adjustments under
Clause 10 (provided such administration complies with any applicable laws). In addition, for
the members of the management board of the General Partner, its supervisory board and for all
other Participants the General Partner is entitled to adjust the Plan and/or the terms of an
outstanding Option, in each case without the consent of the entitled person of such
outstanding Option (provided any such adjustment complies with any applicable laws), to the
extent that the General Partner or as far as the management board of the General Partner is
concerned, its supervisory board, reasonably determines that the adjustment is necessary or
advisable in order to preserve the intended tax consequences of the Option as not constituting
deferred compensation in light of Section 409A IRC and any regulations or other guidance
promulgated thereunder. The same applies with regard to tax disadvantages the Company or
Participants may suffer according to rules and regulations of any other jurisdiction.






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	15.	 	Liability Risks, Exchange Risks and Tax Risks
	 
	15.1	 	The liability of the Company, its legal representatives, employees and agents and the Options
Office, its legal representatives, employees and agents for simple negligence and
consequential loss and loss of profit is excluded.
	 
	15.2	 	The Company grants no warranty for the general market development and price of the Shares of
the Company after the granting of Options or the exercise of Options or for any other point or
period in time. There is, in particular therefore, no warranty that the Participants will be
able to exercise the Options or that Participants who exercise Options will obtain a financial
benefit of the difference between the Exercise Price and the current stock exchange price or
are in a position to sell the Shares subscribed at a profit. The acceptance and exercise of
Options therefore is at the sole risk of each Participant.
	 
	15.3	 	The Company grants no warranty that the tax and contributions deducted in accordance with
Clause 13 (Taxes, Contributions and other expenses) or that other tax and contributions
payable by the Participants will be charged only on the difference between the Exercise Price
and the current stock exchange price at the exercise of the Options or on delivery of the
Shares, on profit actually achieved by (immediate) sale or on any other specific sum. The
Participants are advised to obtain advice on their personal tax situation.
	 
	16.	 	Miscellaneous Provisions
	 
	16.1	 	This Plan is subject exclusively to German law. The German text version of the Plan prevails
in all cases.
	 
	16.2	 	All provisions of this Plan are subject to the conditions that the resolution of the General
Meeting on which it is based is legally valid and that the statutory conditions are fulfilled.
	 
	16.3	 	No provisions contained in this Plan (or in any documents referring to this Plan) transfer to
a Participant or possible Participant any right to request the continuation of its employment
or service relationship with the Company or any of its Affiliated Companies within the FMC
Group. No employment or service agreement can be deduced from this Plan (or from any documents
referring to this Plan), nor shall it have any effect on the right of the Company or any
Affiliated Company within the FMC Group to change remuneration or other benefits of such
Participant or to terminate its employment relationship with or without notice.
This applies subject to the provision that this Plan or any document connected




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	 	 	therewith will adversely influence any independent
contractual right of these persons.
	 
	16.4	 	If any provision of this Plan is invalid on grounds other than those in Clause 16.2 this
shall not affect the validity of the remaining provisions of the Plan. The same applies if it
is ascertained that the Plan is subject to an omission. In that case, this paragraph shall
apply to the effect that the invalid or unenforceable provision shall be substituted or an
omission repaired by such provision which most closely corresponds to the intended purpose of
this Plan.
	 
	16.5	 	References and headings attributed to individual sections and subsections of this Plan are
solely for the purpose of easier reference. These headings are in no case significant or
relevant for the interpretation of the Plan.
	 
	16.6	 	No provision in this Plan leads to or infers a presumption that the authority of the General
Partner or the authority of its supervisory board to issue Options or approve other
remuneration connected or not connected to shares granted by any other share based long term
incentive program or any other authority may in any way be restricted.
	 
	17.	 	Definitions
	 
	17.1	 	Affiliated Company means any German or foreign enterprise of the Company in the meaning of
Sections 15 ff. AktG.
	 
	17.2	 	AktG is defined in Clause 7.2.
	 
	17.3	 	Authorization Period means the time period between 12 May 2011 and 11 May 2016.
	 
	17.4	 	Banking Days are days on which banks in Frankfurt/Main are open for public business.
	 
	17.5	 	Black-Out Period is defined in Clause 6.1 (d).
	 
	17.6	 	Company stands for Fresenius Medical Care AG & Co. KGaA, Hof an der Saale, Germany.
	 
	17.7	 	Compensation is defined in Clause 14.3.
	 
	17.8	 	Exercise Declaration is defined in Clause 7.2.




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	17.9	 	Exercise Period is defined in Clause 6.1 (c).
	 
	17.10	 	Exercise Price is defined in Clause 5.
	 
	17.11	 	Extraordinary Developments shall mean any kind of extraordinary scenarios in which the price
of the Shares and the Company’s intrinsic enterprise value would have lost any reasonably
arguable correlation; however, no such Extraordinary Development shall be given in cases in
which the price of the Shares rises (even substantially) as a result of the performance of the
Participants.
	 
	17.12	 	FMC Group stands for the Company and its Affiliated Companies with the exception of
Fresenius SE & Co. KGaA and the companies affiliated with Fresenius SE & Co. KGaA in any
manner other than through the Company.
	 
	17.13	 	General Partner is the General Partner of the Company, Fresenius Medical Care Management AG,
Hof an der Saale, Germany.
	 
	17.14	 	Grant Date is defined in Clause 2.2.
	 
	17.15	 	Heir means the person, the persons, the trust or trusts, which are nominated by a
Participant or, if no such nomination is made, is or are entitled by will or law in the event
of the death of a Participant, to receive the benefit of the Options under this Plan. The
concept “heir” therefore also includes the executor appointed by will or the administrator
appointed by the court, if no heir is named and is in a position to act under the given
circumstances.
	 
	17.16	 	IRC is defined in Clause 10.4.
	 
	17.17	 	Options is defined in Clause 1.1.
	 
	17.18	 	Option Conditions is defined in Clause 1.2.
	 
	17.19	 	Option Office is the service provider which can be entrusted by the General Partner with the
technical processing of the exchange of Options.
	 
	17.20	 	Participants are persons to whom Options may be granted in the manner defined in Clause 4.1.
	 
	17.21	 	Plan refers to this stock option plan of the Company as amended from time to time.
	 
	17.22	 	Share means non-par value bearer ordinary share in the Company.




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	17.23	 	Stock Exchange Price means the closing price (Schlusskurs) of the Shares in electronic
“Xetra” trading of the Deutsche Börse AG in Frankfurt/Main or a comparable successor system.
If no closing price is set in the electronic “Xetra” trading, the General Partner is entitled,
with the approval of its supervisory board, to agree on a suitable means of replacing the
closing price set in electronic “Xetra” trading.
	 
	17.24	 	Success Target is defined in Clause 7.2.
	 
	17.25	 	Usual Bank’s Working Hours are working hours on Banking Days during which customer orders
are normally taken to enable same-day execution.
	 
	17.26	 	Waiting Period is defined in Clause 6.1 (b).








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