EX-10.22



 Exhibit 10.22 

BIOVENTUS INC. 

DIRECTOR STOCK OWNERSHIP POLICY 

Purpose 
 This Non-Employee Director Stock
Ownership Policy (the “Policy”) of Bioventus Inc. (the “Company”), together with the equity awards granted to certain members of the board of directors of the Company (the “Board”) pursuant to the
Company’s Non-Employee Director Compensation Policy, as may be amended from time to time (the “Non-Employee Director Compensation Policy”), is designed to align the interests of members of the Board with the interests of the
Company’s Class A common stockholders. This Policy shall become effective upon the consummation of an initial public offering of the Company’s common stock and if such an initial public offering does not occur on or prior to December 31,
2016 this policy shall be void ab initio. 
 Eligibility 

This Policy shall apply to all members of the Board that are not employees of the Company or its subsidiaries (each, a “Non-Employee
Director”). 
 Share Retention Policy 

Each Non-Employee Director is encouraged to hold shares of the Company’s Class A common stock (“Common Stock”) and/or membership
interests in Bioventus LLC (“LLC Interests”) and at all times make good faith progress towards holding Qualifying Shareholdings (as defined herein) equal to or in excess of the Non-Employee Director’s ownership threshold, as
described under “Ownership Threshold” below, as such threshold may be amended by the Company’s Nominating and Corporate Governance Committee (the “Committee”) from time to time. 

Ownership Threshold 
 Each Non-Employee
Director’s ownership threshold is an amount equal to three times his or her annual base retainer fee. 
 The Company uses the closing price per share
of the Common Stock on the applicable measurement date to determine the number of Qualifying Shareholdings required to meet the ownership threshold. 

Qualifying Shareholdings 
 Securities that qualify
in determining whether a Non-Employee Director has satisfied the shareholding requirements of this Policy (“Qualifying Shareholdings”) include: (i) issued and outstanding shares of Common Stock held beneficially or of record by the
Non-Employee Director that are not subject to transfer or other restrictions; (ii) issued and outstanding LLC Interests held beneficially or of record by the Non-Employee Director; 







 
(iii) issued and outstanding shares of Common Stock or LLC Interests held by a Qualifying Trust (as defined below); (iv) issued and outstanding shares of Common Stock or LLC Interests held by a
401(k) or other qualified pension or profit-sharing plan for the benefit of the Non-Employee Director (whether denominated in shares or units); and (v) shares of Common Stock underlying vested Company time-based stock options and restricted
stock units; provided that the number of shares of Common Stock underlying stock options or restricted stock units constituting Qualifying Shareholdings shall equal the number of shares of Common Stock that would be deliverable upon exercise or
settlement in full of the respective awards, less (A) a number of shares of Common Stock with a value equal to any applicable income and employment taxes, utilizing an assumed tax rate equal to 40% (the “Tax Amount”), and (B) in the
case of stock options, a number of shares of Common Stock with a value equal to the exercise price thereof. The Company uses the closing price per share of Common Stock on the applicable measurement date to determine the number of shares needed to
satisfy the Tax Amount and the exercise price. 
 For purposes of the foregoing paragraph, “beneficial ownership” shall mean the ownership
or sharing, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, of (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power
which includes the power to dispose, or to direct the disposition, of such security. “Qualifying Trust” means a trust created for the benefit of the Non-Employee Director, the Non-Employee Director’s spouse, or members of the
Non-Employee Director’s immediate family. 
 Qualifying Shareholdings Reporting 

Each Non-Employee Director shall report in such Non-Employee Director’s annual Director and Officer Questionnaire (“D&O
Questionnaire”) his or her Qualifying Shareholdings as of the date the D&O Questionnaire is completed and, in the case of newly appointed Non-Employee Directors, such information shall also be reported in such Non-Employee
Director’s initial D&O Questionnaire. 
 Remedies for Non-Compliance 

The Committee has the authority to review each Non-Employee Director’s compliance (or progress towards compliance) with this Policy from time to time and,
in its sole discretion, to impose such conditions, restrictions or limitations on any Non-Employee Director as the Committee determines to be necessary or appropriate in order to achieve the purposes of this Policy. For example, the Committee may
mandate that a Non-Employee Director retain (and not transfer) all or a portion of any shares delivered to the Non-Employee Director through the Company’s equity plans or otherwise restrict the Non-Employee Director’s transfer of
previously owned shares. 
 Undue Hardship 

There may be instances in which this Policy would place a severe hardship on a Non-Employee Director or prevent the Non-Employee Director from complying with a
court order, such as a divorce settlement, or other legal requirement. In these instances, the Non-Employee Director must submit a request in writing to the Committee or its designee that summarizes the circumstances and describes the extent to
which an exemption is being requested. The Committee or its designee will make the final decision as to whether an exemption will be granted. If such a request is granted in whole or part, the Committee or its designee will work with the
Non-Employee Director to develop an alternative stock ownership plan that reflects both the intention of this Policy and the Non-Employee Director’s individual circumstances. 

  
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 Administration 

This Policy is administered and interpreted by the Committee. The Committee retains the authority to make exceptions to or waivers of the Policy based upon
changes in circumstances or to otherwise amend or alter the Policy as it may determine appropriate. The Committee will review each Non-Employee Director’s compliance efforts with respect to this Policy no less than annually and will review this
Policy from time to time as the Committee deems necessary or appropriate. 

  
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