**Exhibit 10.15**

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of August 1, 2009 (the “Effective Date”), ismade by and between Biomet, Inc., an Indiana corporation (the “Company”), and Maggie Anderson (the “Executive”). 

WHEREAS, the Company desires to engage the Executive, and the Executive desires to be engaged by the Company, as Senior Vice President ofthe Company and President of Biomet 3i, LLC; and 

WHEREAS, the Company and the Executive desire to enter into this Agreementto set out the terms and conditions for the employment relationship of the Executive with the Company; 

NOW, THEREFORE, inconsideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 

1. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive andthe Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 and in the positions and with the duties set forth in Section 3. Terms used herein with initial capitalization not otherwisedefined are defined in Section 22. 

2. Term. The initial term of employment under this Agreement shall befor a three-year period commencing on the Effective Date (the “Initial Term”). The term of employment shall be automatically extended for an additional consecutive 12-month period (the “Extended Term”) on the firstanniversary of the Effective Date and each subsequent anniversary of the Effective Date, unless and until the Company or Executive provides written notice to the other party in accordance with Section 11 hereof not less than 90 daysbefore such anniversary date that such party is electing not to extend the term of employment under this Agreement (“Non-Renewal”), in which case the term of this Agreement shall end as of the end of such Initial Term or ExtendedTerm, as the case may be, unless sooner terminated as hereinafter set forth. Such Initial Term and all such Extended Terms are collectively referred to herein as the “Employment Period.” 

3. Position and Duties. During the Employment Period, the Executive shall serve as Senior Vice President of the Company andPresident, Biomet 3i, LLC. In such capacity, the Executive shall report to the Company’s Chief Executive Officer. During the Employment Period, the Executive shall have the powers and authority customarily exercised by individuals serving asPresident of a major business unit (of the size and nature of Biomet 3i, LLC) of a company of the size and nature of the Company. The Executive shall devote the Executive’s reasonable best efforts and full business time to the performance ofthe Executive’s duties hereunder and the advancement of the business and affairs of the Company; providedthat the Executive shall be entitled to serve as a member of the board of directors of another company approved by theBoard, to serve on civic, charitable, educational, religious, public interest or public service boards approved by the Board, and to manage the Executive’s personal and family investments, in each case, to the extent such activities do not,individually or in the aggregate, materially interfere with the performance of the Executive’s duties and responsibilities hereunder. 

4. Place of Performance. During the Employment Period, the Executive shall be based primarily at the principal executive officesof Biomet 3i, LLC in Palm Beach Gardens, Florida, except for reasonable travel on the Company’s business consistent with the Executive’s position. 

5. Compensation and Benefits

(a) Base Compensation. During the Employment Period, the Company shall pay to the Executive a base salary (the “BaseSalary”) at the rate of no less than $375,024 per year. The Base Salary shall be reviewed for increase by the Company no less frequently than annually and shall be increased in the discretion of the Company and any such adjusted Base Salaryshall constitute “Base Salary” for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with the Company’s regular payroll procedures. 

(b) Annual Bonus. The Executive shall be given the opportunity to earn an annual incentive bonus for each fiscal year that endsduring the Employment Period in accordance with the annual bonus plan generally applicable to the Company’s executive officers, as the same may be in effect from time to time (the “Annual Plan”). The Executive’s targetannual incentive bonus opportunity under the Annual Plan shall be no less than 80% of the Executive’s Base Salary for on-target performance with the possibility of exceeding 80% for high achievement. The actual amount payable to the Executiveas an annual bonus under the Annual Plan shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board or the Compensation Committee of the Board (or its successor committee) (the“Compensation Committee”). Any bonus payable pursuant to this Section 5(b) shall be paid at the same time annual bonuses are payable to other officers of the Company in accordance with the terms of the Annual Plan.

(c) Vacation; Benefits. During the Employment Period, the Company shall provide to the Executive employee benefits andperquisites on a basis that is no less favorable than that provided to other senior officers of the Company, including participation in the Company’s deferred compensation plan (if any), as in effect from time to time. It is agreed thatExecutive will be eligible for three (3) weeks vacation each fiscal year during the Employment Period commencing in fiscal year 2010. Subject to the terms of this Agreement, all benefits are provided at the Company’s sole discretion.Subject to the terms of this Agreement, the Company shall have the right to change insurance carriers and to adopt, amend, terminate or modify employee benefit plans and arrangements at any time and without the consent of the Executive. 

(d) Relocation Expenses. In connection with the Executive’s commencement of her employment with the Company, pursuant to andsubject to the terms of the Biomet Relocation Service Policy, the Company shall pay (or reimburse Executive for) Executive’s actual relocation expenses from California to the greater Palm Beach Gardens, Florida area, provided that the period ofthe Executive’s temporary living reimbursement provided for in the policy shall be extended from 30 days to six months following the Effective Date. 

(e) Sign-On Bonus. The Company shall pay to Executive, within thirty (30) days of the date on which Executive commences heractive employment with the Company, a lump sum cash payment of $200,000 (the “Sign-On Bonus”). The Executive shall be required to repay the Sign-On Bonus to the Company if, prior to the second anniversary of the Effective Date, theExecutive terminates her employment with the Company other than for Good Reason or the Company terminates the Executive’s employment for Cause, provided that such repayment obligation shall lapse with respect to twenty-five percent(25%) of the Sign-On Bonus for each six (6) month period of employment completed by Executive commencing on the Effective Date. 

6. Expenses. The Executive is expected and is authorized to incur reasonable expenses in the performance of her duties hereunder.The Company shall reimburse the Executive for all such expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Company promptly upon periodic presentation by the Executive of an itemizedaccount, including reasonable substantiation, of such expenses. 

 

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7. Confidentiality, Non-Disclosure and Non-Competition Agreement. The Company and theExecutive acknowledge and agree that during the Executive’s employment with the Company, the Executive will have access to and may assist in developing Company Confidential Information and will occupy a position of trust and confidence withrespect to the Company’s affairs and business and the affairs and business of the Company’s Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of CompanyConfidential Information and to protect the Company and its Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Executive that would result in serious adverse consequences for the Companyand its Affiliates: 

(a) Non-Disclosure. During the Executive’s employment with the Company and thereafter, theExecutive will not knowingly use, disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or within Executive’s good faith interpretation of the scope of the Executive’s duties. Anythingherein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committeethereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; or (ii) to information that becomes generally known to the public or within the relevant trade or industry other than due tothe Executive’s violation of this Section 7(a). 

(b) Materials. The Executive will not remove anyCompany Confidential Information or any other property of the Company or any of its Affiliates from the Company’s premises or make copies of such materials except for normal and customary use in the Company’s business. The Companyacknowledges that the Executive, in the ordinary course of her duties, routinely uses and stores Company Confidential Information at home and other locations. The Executive will return to the Company all Company Confidential Information and copiesthereof and all other property of the Company or any of its Affiliates at any time upon the request of the Company and in any event promptly after termination of Executive’s employment. The Executive agrees to attempt in good faith to identifyand return to the Company any copies of any Company Confidential Information after the Executive ceases to be employed by the Company. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent the Executive fromretaining a home computer, papers and other materials of a personal nature (including diaries and calendars), information relating to her compensation or relating to reimbursement of expenses, information that she reasonably believes may be neededfor tax purposes, and copies of plans, programs and agreements relating to her employment. 

(c) No Solicitation or Hiringof Employees. During the Non-Compete Period, the Executive shall not solicit, entice, persuade or induce any individual who is employed by the Company or any of its Affiliates (or who was so employed within 180 days prior to the Executive’saction) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or any of its Affiliates, and the Executive shall not, directlyor indirectly, hire, or participate in the hiring, as an employee, consultant or otherwise, any such Person. 

(d)Non-Competition. 

(i) During the Non-Compete Period, the Executive shall not, directly or indirectly, (A) solicitor encourage any client or customer of the Company or any of its Affiliates, or any 

 

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Person who was a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Company, any existing business arrangements with theCompany or any of its Affiliates or to transfer existing business from the Company or any of its Affiliates to any other Person, (B) provide services to any entity that competes with the Company or its Affiliate in the United States or anyother jurisdiction in which the Executive has any responsibility during her employment hereunder or that provides a product or service competitive with any product or service provided by the Company or its Affiliate or (C) own an interest inany entity described in subsection (B) immediately above; provided, however, that Executive may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as her directholdings in any such entity shall not in the aggregate constitute more than 2% of the voting power of such entity. The Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non CompetePeriod, she will provide a copy of this Agreement to such entity and acknowledge, to the Company in writing, that she has done so. Notwithstanding the foregoing, nothing in this Section 7 shall prevent the Executive from providingservices to a division or a subsidiary of an entity that does not compete with the Company or any of its Affiliates and that does not provide products or services competitive with products or services provided by the Company or any of its Affiliateseven if other divisions or subsidiaries of that entity compete with the Company so long as the Executive does not have any managerial or supervisory authority with respect to such competitive division or subsidiary. The Executive acknowledges thatthis covenant has a unique, very substantial and immeasurable value to the Company, that the Executive has sufficient assets and skills to provide a livelihood for the Executive while such covenant remains in force and that, as a result of theforegoing, in the event that the Executive breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. The Executive further covenants that she shall notchallenge the reasonableness of any of the covenants set forth in this Section 7, but reserves the right to challenge the Company’s interpretation of such covenants. 

(ii) If the restrictions contained in Section 7(d)(i) shall be determined by any court of competent jurisdiction to beunenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(d)(i) shall be modified to be effective for themaximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable. 

(e) Publicity. During the Employment Period, the Executive hereby grants to the Company the right to use, in a reasonable andappropriate manner, the Executive’s name and likeness, without additional consideration, on, in and in connection with technical, marketing or disclosure materials, or any combination thereof, published by or for the Company or any of itsAffiliates. 

(f) Conflicting Obligations and Rights. The Executive represents and warrants that she is not subject toagreement or contractual commitment that prevents or in any way limits her ability to fully discharge her duties and responsibilities hereunder and that she is not in possession of any confidential or proprietary information of another Person thatwill be used in connection with the discharge of her duties hereunder. The Executive acknowledges and agrees that the accuracy of the foregoing representation and warranty is a condition precedent to the enforceability of the Company’sobligations hereunder. 

(g) Enforcement. The Executive acknowledges that in the event of any breach of thisSection 7, the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequateremedy for the Company and its Affiliates, and the Company will be 

 

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entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Executiveexpressly waives. The Executive understands that the Company may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of theCompany’s right to enforce any other requirements or provisions of this Agreement. The Executive agrees that each of the Executive’s obligations specified in this Agreement is a separate and independent covenant and that theunenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. 

8.Termination of Employment. The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances: 

(a) Death. The Executive’s employment hereunder shall terminate upon the Executive’s death; 

(b) By the Company. The Company may terminate the Executive’s employment for: 

(i) Disability. If the Executive shall have been substantially unable to perform the Executive’s material duties hereunderby reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for 90 consecutive days or 180 non-consecutive days in any 24-month period and which qualified Executive for long term disabilitycoverage under applicable Company disability plans (a “Disability”); 

(ii) Cause. The Company mayterminate the Executive’s employment for Cause as defined herein; or 

(iii) Without Cause. The Company mayterminate the Executive’s employment without Cause at any time upon not less than 90 days notice to the Executive. The Company’s Non-Renewal of the Initial Term or the Extended Term shall constitute a termination of the Executive’semployment by the Company without Cause, and the Company’s notice of Non-Renewal pursuant to Section 2 hereof shall constitute notice of termination without Cause for purposes of this Section 8(b)(iii). Notwithstandingthe foregoing, the Company’s Non-Renewal of the Initial Term or the Extended Term shall constitute a termination of the Executive’s employment by the Company without Cause only if the Company determines that a “separation fromservice” within the meaning of Treasury Regulation 1.409A-1(h) has occurred. 

(c) By the Executive. The Executivemay terminate her employment with or without Good Reason upon not less than 90 days notice to the Company. The Executive’s Non-Renewal of the Initial Term or the Extended Term shall constitute a termination of employment by the Executivewithout Good Reason, and the Executive’s notice of Non-Renewal pursuant to Section 2 hereof shall constitute notice of the Executive’s termination of her employment for purposes of this Section 8(c). During this90-day notice period, the Company may, without breaching this Agreement or constituting Good Reason or a Termination without Cause, relieve the Executive of her positions, titles, duties and responsibilities and direct the Executive to ceaseappearing on Company property. Notwithstanding the foregoing, the Executive’s Non-Renewal of the Initial Term or the Extended Term shall constitute a termination of employment by the Executive without Good Reason only if the Company determinesthat a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h) has occurred. 

 

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(d) Notice of Termination. Any termination of the Employment Period, other thanpursuant to the Executive’s death, shall be effected by delivery to the other party of a notice of termination (a “Notice of Termination”) from the party terminating the Employment Period. 

(e) Other Resignations. Upon any termination of the Executive’s employment, she shall automatically resign, and shallautomatically be deemed to have resigned, from all positions with the Company and its Affiliates. 

9. Compensation UponTermination. 

(a) Death. If the Executive’s employment is terminated during the Employment Period as a resultof the Executive’s death, this Agreement and the Employment Period shall terminate without further notice or any action required by the Company or the Executive’s legal representatives. Upon the Executive’s death, the Company shallpay or provide the following: (i) the Company shall pay to the Executive’s legal representative or estate, as applicable, the Executive’s Base Salary due through the Executive’s Date of Termination; (ii) the Company shallpay to the Executive’s legal representative or estate, as applicable, a pro rated portion (based on the percentage of the Company’s fiscal year preceding the Executive’s Date of Termination) of the amount equal to the average of(x) the annual incentive bonus earned by the Executive for the fiscal year immediately preceding the fiscal year that contains the Date of Termination and (y) the annual incentive bonus the Executive would have received for the fiscal yearthat contains the Date of Termination if her employment had not been terminated, as determined by the Board based on the Company’s performance to the Date of Termination extrapolated through the end of such fiscal year; and (iii) theCompany shall pay, at the time when such payments are due, to the Executive’s legal representative or estate, as applicable, the Accrued Benefits and the rights of the Executive’s legal representative or estate with respect to any equityor equity-related awards shall be governed by the applicable terms of the related plan or award agreement. The total amount of the pro rated bonus described in clause (ii) of the preceding sentence will be paid in a lump sum at the time theCompany pays annual incentive bonuses under the Annual Plan to its similarly situated active employees for the fiscal year that contains the Date of Termination. Except as set forth herein, the Company shall have no further obligation to theExecutive under this Agreement. 

(b) Disability. If the Company terminates the Executive’s employment during theEmployment Period because of the Executive’s Disability pursuant to Section 8(b)(i), (i) the Company shall pay to the Executive or the Executive’s legal representative, as applicable, the Executive’s Base Salary duethrough the Executive’s Date of Termination, (ii) the Company shall pay to the Executive or the Executive’s legal representative, as applicable, a pro rated portion (based on the percentage of the Company’s fiscal year precedingthe Executive’s Date of Termination) of the amount equal to the average of (x) the annual incentive bonus earned by the Executive for the fiscal year immediately preceding the fiscal year that contains the Date of Termination and(y) the annual incentive bonus the Executive would have received for the fiscal year that contains the Date of Termination if her employment had not been terminated, as determined by the Board based on the Company’s performance to the Dateof Termination extrapolated through the end of such fiscal year; and (iii) the Company shall pay to the Executive or the Executive’s legal representative, as applicable, at the time when such payments are due, the Accrued Benefits and therights of the Executive or the Executive’s legal representative, as applicable, with respect to any equity or equity-related awards shall be governed by the applicable terms of the related plan or award agreement. The total amount of the prorated bonus described in clause (ii) of the preceding sentence will be paid in a lump sum at the time the Company pays annual incentive bonuses under the Annual Plan to its similarly situated active employees for the fiscal year that containsthe Date of Termination. Except as set forth herein, the Company shall have no further obligation to the Executive under this Agreement. 

 

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(c) Termination by the Company for Cause or Voluntarily by the Executive. If, duringthe Employment Period, the Company terminates the Executive’s employment for Cause or the Executive voluntarily terminates her employment other than for Good Reason, the Company shall pay to the Executive the Executive’s Base Salary duethrough the Date of Termination and all Accrued Benefits, if any, to which the Executive is entitled as of the Date of Termination, at the time such payments are due, and the Executive’s rights with respect to any equity or equity-relatedawards shall be governed by the applicable terms of the related plan or award agreement. 

(d) Termination by the CompanyOther Than For Cause, Death or Disability, or by the Executive for Good Reason, Prior to a Change of Control. If the Company terminates the Executive’s employment during the Employment Period other than for Cause and other than due to theExecutive’s death or Disability, or if Executive terminates the Executive’s employment during the Employment Period for Good Reason, in either case at any time other than during the two-year period following a Change of Control, then

(i) Executive shall be entitled to an amount equal to 1.5 times the Executive’s Base Salary in effect atthe Date of Termination (the “Severance Benefit”). The total amount of the Severance Benefit will be paid in equal, ratable installments in accordance with the Company’s regular payroll policies over the course of theNon-Compete Period; 

(ii) Executive shall be entitled to a pro rated portion (based on the percentage of theCompany’s fiscal year preceding the Executive’s Date of Termination) of the annual incentive bonus the Executive would have received for the fiscal year that contains the Date of Termination if her employment had not been terminated, asdetermined by the Board based on the Company’s performance to the Date of Termination extrapolated through the end of such fiscal year. The total amount of the pro rated bonus described in the preceding sentence will be paid in a lump sum atthe time the Company pays annual incentive bonuses under the Annual Plan for such fiscal year to its similarly situated active employees; 

(iii) If the Executive is eligible for and elects continuation coverage pursuant to COBRA (with respect to the Executiveand/or the Executive’s dependents who are eligible to elect COBRA under the Company’s group health plan(s) as a direct result of the Executive’s termination of employment), the Company shall pay (as of the first of each applicablemonth) the premiums for such coverage (or reimburse the Executive for such premiums) until the earlier to occur of (x) the end of the Non-Compete Period or (y) the date the Executive becomes eligible for coverage under another group healthplan; 

(iv) The Company shall pay to the Executive, at the time when such payments are due, the AccruedBenefits; and 

(v) The rights of the Executive with respect to any equity or equity-related awards shall begoverned by the applicable terms of the related plan or award agreement. 

(e) Termination by the Company Other Than ForCause, Death or Disability, or by the Executive for Good Reason, Following a Change of Control. If the Company terminates the Executive’s employment during the Employment Period other than for Cause and other than due to theExecutive’s death or Disability, or if Executive terminates the Executive’s employment during the Employment Period for Good Reason, in either case within the two-year period following a Change of Control, then: 

(i) Executive shall be entitled to an amount equal to (A) 2 times the Executive’s Base Salary in effect at theDate of Termination plus (B) 2 times the amount equal to the average of (x) the annual incentive bonus earned by the Executive for the fiscal year immediately preceding the fiscal year that contains the Date of Termination and (y) theannual incentive bonus the Executive would have received for the fiscal year that contains the Date of Termination if her employment had not been terminated, as determined by the Board based on the Company’s performance to the Date ofTermination extrapolated through the end of such fiscal year (the “Change of Control Severance Benefit”). The total amount of the Change of Control Severance Benefit will be paid in a lump sum as soon as administratively practicablefollowing the Date of Termination; 

 

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(ii) Executive shall be entitled to a pro rated portion (based on thepercentage of the Company’s fiscal year preceding the Executive’s Date of Termination) of the Executive’s target annual incentive bonus under the Annual Plan for the fiscal year that contains the Date of Termination. The total amountof the pro rated bonus described in the preceding sentence will be paid in a lump sum at the time the Company pays annual incentive bonuses under the Annual Plan for such fiscal year to its similarly situated active employees; 

(iii) If the Executive is eligible for and elects continuation coverage pursuant to COBRA (with respect to the Executiveand/or the Executive’s dependents who are eligible to elect COBRA under the Company’s group health plan(s) as a direct result of the Executive’s termination of employment), the Company shall pay (as of the first of each applicablemonth) the premiums for such coverage (or reimburse the Executive for such premiums) until the earlier to occur of (x) the end of the Non-Compete Period or (y) the date the Executive becomes eligible for coverage under another group healthplan; 

(iv) The Company shall pay to the Executive, at the time when such payments are due, the AccruedBenefits; and 

(v) The rights of the Executive with respect to any equity or equity-related awards shall begoverned by the applicable terms of the related plan or award agreement. 

(f) Delay in Payments. Notwithstanding thepreceding provisions or any provision in this Agreement to the contrary, all payments pursuant hereto (if any) are intended to comply with Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and theguidance thereunder, and this Agreement shall be construed accordingly. To the extent that compliance with Section 409A(a)(2)(B) would require any payment otherwise provided for by this Agreement to be delayed for six months, such payment shallbe made as soon as administratively practicable after the end of such six-month period. 

(g) Liquidated Damages. Theparties acknowledge and agree that damages which will result to the Executive for termination by the Company of the Executive’s employment shall be extremely difficult or impossible to establish or prove, and agree that the amounts payable tothe Executive (if any) under Section 9(d) or 9(e), as applicable (the “Severance Payments”) shall constitute liquidated damages for any such termination. 

(h) Full Discharge of Company Obligations. In the event of any breach of this Agreement by the Company, the Executive shall beentitled to the lesser of (i) the amount of damages incurred by the Executive as a direct result of each breach and (ii) the Severance Payments the Executive would be entitled to under Section 9(d) if her employment wereterminated thereunder. The amounts 

 

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payable to Executive following termination of the Employment Period or upon any actual or constructive termination of the Executive’s employment pursuant to this Section 9 shall be infull and complete satisfaction of Executive’s rights under this Agreement and any other claims she may have in respect of her employment by the Company or any of its Affiliates, and Executive acknowledges that such amounts are fair andreasonable, and her sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of her employment hereunder. Payment of any Severance Payment pursuant to Section 9(d) or 9(e), asapplicable, shall be conditioned upon (x) Executive’s execution and non-revocation of a release in a form substantively identical in terms to the form attached as Exhibit A and (y) Executive’s compliance with theprovisions set forth in Section 7 hereof. 

(i) Section 409A. To the extent the Executive would besubject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessaryto avoid application of such tax and the parties shall promptly execute any amendment reasonably necessary to implement this Section 9(i). 

10. Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any partyto any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted byfacsimile transmission addressed as follows: 

 
 (i)If to the Company, to: 
Biomet,Inc. 

56 E. Bell Drive 

P.O. Box 587 

Warsaw, Indiana 46581-0587 

Attn: Chief Legal Officer 

Facsimile Number: (574) 372-1960 

 
 (ii)If to the Executive, to the address last shown on the Company’s Records. 
Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be sogiven, served or sent. Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with thereturn receipt, the delivery receipt, confirmation of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee uponpresentation. 

11. Severability. The invalidity or unenforceability of any one or more provisions of this Agreementshall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. 

12. Effect on Other Agreements. The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, awardor other arrangement of the Company (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive. 

 

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13. Survival. It is the express intention and agreement of the parties hereto thatthe provisions of Sections 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 21 and 22 hereof shall survive the termination of employment of the Executive.

14. Assignment. The rights and obligations of the parties to this Agreement shall not be assignable or delegable,except that (i) in the event of the Executive’s death, the personal representative or legatees or distributees of the Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executivehereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Companyor similar transaction involving the Company or a successor corporation. The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company wouldbe required to perform it if no such succession had taken place. 

15. Binding Effect. Subject to any provisions hereofrestricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns. 

16. Amendment; Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executedby the party against whom enforcement is sought. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, toenforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights orprivileges hereunder. 

17. Headings. Section and subsection headings contained in this Agreement are inserted forconvenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 

18. Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto,shall be governed by and construed in accordance with the laws of the State of Indiana (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). Except as otherwise provided inSection 7(g), each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Indiana or the United States District Court for the Northern District of Indiana and the appellate courtshaving jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing (but subject to Section 7(g)), each of the parties hereto irrevocably and unconditionally (a) submits for himselfor itself in any proceeding relating to this Agreement or Executive’s employment by the Company or any of its Affiliates, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to theexclusive jurisdiction of the courts of the State of Indiana, the court of the United States of America for the Northern District of Indiana, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claimsin respect of any such Proceeding shall be heard and determined in such Indiana State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives anyobjection that she or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives allright to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Company or any of its Affiliates, or her or its, performance under or theenforcement of this Agreement; (d) agrees that service of process in any 

 

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such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at her, or its,address as provided in Section 10; and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Indiana. 

19. Entire Agreement. This Agreement constitutes the entire agreement between the parties respecting the employment of theExecutive and supersedes all other agreements and understandings. 

20. Counterparts. This Agreement may be executed intwo counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument. 

21. Withholding. The Company may withhold from any benefit payment under this Agreement all federal, state, city or other taxes asshall be required pursuant to any law or governmental regulation or ruling. 

22. Definitions. 

“Accrued Benefits” means (i)(A) any vested compensation deferred by the Executive prior to the Date of Termination andnot paid by the Company; (B) any amounts or benefits owing to the Executive or to the Executive’s beneficiaries under the then applicable benefit plans of the Company; and (C) any amounts owing to the Executive for reimbursement ofexpenses properly incurred by the Executive prior to the Date of Termination and which are reimbursable in accordance with Section 6; and (ii) if the Executive’s employment is terminated during the Employment Period(A) other than by the Company for Cause and other than by the Executive without Good Reason and (B) prior to the Company’s payment to her of her annual incentive bonus, if any, under the Annual Plan for the fiscal year immediatelypreceding the fiscal year that contains the Date of Termination, the amount of such annual incentive bonus. 

“Affiliate” means, with respect to any entity, any other corporation, organization, association, partnership, soleproprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled by or under direct or indirect common control with such entity, providedthat none of the MajorityStockholders shall be deemed to be an Affiliate of the Company for purposes of this Agreement solely by reason of its ownership interest in the Company, and providedfurther that no company that is wholly or partially owned by anyMajority Stockholder shall be deemed to be an Affiliate of the Company solely by reason of such Majority Stockholder’s ownership interest therein. 

“Board” means the Board of Directors of the Company. 

“Cause,” when used in connection with a termination of the Executive’s employment, shall mean, unless otherwiseprovided in any applicable equity award grant agreement entered into between the Company and the Executive with respect to any equity awards that may be granted to the Executive, the termination of the Executive’s employment with the Companyand all of its Affiliates on account of (i) a failure of the Executive to substantially perform her duties (other than as a result of physical or mental illness or injury) that has continued after the Company has provided written notice of suchfailure and the Executive has not cured such failure within 30 days of the date of such written notice, provided that a failure to meet financial performance expectations shall not, by itself, constitute a failure by the Executive to substantiallyperform her duties; (ii) the Executive’s willful misconduct or gross negligence; (iii) a willful or grossly negligent breach by a Executive of the Executive’s fiduciary duty or duty of loyalty to the Company or any of itsAffiliates; (iv) the commission by the Executive of any 

 

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felony or other serious crime involving moral turpitude; (v) a material breach of the Executive’s obligations under any agreement entered into between the Executive and the Company orany of its Affiliates, which, if such breach is reasonably susceptible to cure, has continued after the Company has provided written notice of such breach and the Executive has not cured such failure within 30 days of the date of such writtennotice; or (vi) a material breach of the Company’s written policies or procedures that have been communicated to the Executive and that causes material harm to the Company or its business reputation. 

“Change of Control” shall mean the occurrence of any of the following events after the Effective Date: (i) anysale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the LVB Acquisition, Inc. on a consolidated basis to any Person or group of related persons for purposes ofSection 13(d) of the Securities Exchange Act of 1934, as amended (a “Group”), together with any Affiliates thereof other than to a Majority Stockholder; (ii) the approval by the holders of the outstanding voting power ofLVB Acquisition, Inc. of any plan or proposal for the liquidation or dissolution of LVB Acquisition, Inc.; (iii) (A) any Person or Group (other than the Majority Stockholder) shall become the beneficial owner (within the meaning ofSection 13(d) of the Securities Exchange Act of 1934, as amended), directly or indirectly, of common stock of either the Company or LVB Acquisition, Inc. (or any intermediary entity between the Company and LVB Acquisition, Inc.) representingmore than 40% of the aggregate outstanding voting power of the Company, LVB Acquisition, Inc. or such intermediary entity, as applicable, and such Person or Group actually has the power to vote such common stock in any such election and (B) theMajority Stockholder beneficially owns (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Company or LVB Acquisition,Inc. (or any intermediary entity between the Company and LVB Acquisition, Inc.), as applicable, than such other Person or Group; (iv) the replacement of a majority of the Board over a two-year period from the directors who constituted the Boardat the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board then still in office who either were members of such Board at the beginning of such period or whose election as a memberof such Board was previously so approved or who were nominated by, or designees of, a Majority Stockholder; (v) consummation of a merger or consolidation of the LVB Acquisition, Inc. with another entity in which holders of the common stock ofLVB Acquisition, Inc. immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction, less than 50% of the common equity interest in the surviving corporation in suchtransaction and the Majority Stockholder does not hold a sufficient amount of voting power (or similar securities) to elect a majority of the surviving entity’s board of directors or (vi) a merger, recapitalization or other direct orindirect sale by the Majority Stockholder (including through a public offering) of common stock of LVB Acquisition, Inc. that results in more than 80% of the common stock of LVB Acquisition, Inc. (or any resulting company after a merger) owned,directly or indirectly, by the Majority Stockholder immediately following the Closing, no longer being so owned by the Majority Stockholder. For purposes of the preceding sentence, “Closing” shall mean the closing of the merger ofthe Company with LVB Acquisition Merger Sub, Inc. pursuant to the Merger Agreement. 

“Company ConfidentialInformation” means information known to the Executive to constitute trade secrets or proprietary information belonging to the Company or other Company confidential financial information, operating budgets, strategic plans or researchmethods, personnel data, projects or plans, or non-public information regarding the Company or any Affiliate of the Company, in each case, received by the Executive in the course of her employment by the Company or in connection with her duties withthe Company. 

 

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“Date of Termination” means (i) if the Executive’s employment isterminated by the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated because of the Executive’s Disability pursuant to Section 8(b)(i), 30 days after Notice ofTermination, provided that the Executive shall not have returned to the performance of the Executive’s duties on a full-time basis during such 30-day period; or (iii) if the Executive’s employment is terminated for any reason otherthan the Executive’s death or Disability, the date specified in the Notice of Termination, which in the case of a termination of employment by the Company without Cause may not be less than 90 days following the date the notice is provided.

“Extended Term” shall have the meaning set forth in Section 2. 

“Good Reason” shall mean, unless otherwise provided in any applicable equity award grant agreement entered between theCompany or LVB Acquisition, Inc. and the Executive with respect to any equity awards that may be granted to the Executive, the occurrence of the following without the Executive’s consent (i) a material diminution in the Executive’sduties and responsibilities as of the Effective Date, other than a change in such Executive’s duties and responsibilities that results from becoming part of a larger organization following a Change in Control; (ii) a decrease in aExecutive’s base salary or bonus opportunity as of the Effective Date, other than a decrease in base salary or bonus opportunity that applies to a similarly situated class of employees of the Company or its Affiliates; or (iii) arelocation of a Executive’s primary work location more than 50 miles from the Executive’s work location on the Effective Date, without the Executive’s prior written consent; providedthat, within thirty days followingthe occurrence of any of the events set forth herein, the Executive shall have delivered written notice to the Company of her intention to terminate her employment for Good Reason, which notice specifies in reasonable detail the circumstancesclaimed to give rise to the Executive’s right to terminate employment for Good Reason, and neither the Company nor LVB Acquisition, Inc. shall not have cured such circumstances within thirty days following the Company’s receipt of suchnotice. 

“Majority Stockholder,” for purposes of this Agreement, shall mean, collectively or individually asthe context requires, Blackstone Group, L.P., The Goldman Sachs Group, Inc., Kohlberg Kravis Roberts & Co., TPG Capital, L.P. and their respective Affiliates. 

“Non-Compete Period” means the period commencing on the Effective Date and ending eighteen (18) months after theearlier of the expiration of the Employment Period or the Executive’s Date of Termination. 

“Person”means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof. 

*    *    *     *    * 

 

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement, or havecaused this Agreement to be duly executed and delivered on their behalf. 

 
BIOMET, INC.By: 
/s/ Bradley J. Tandy
Name: Bradley J. TandyTitle: Senior Vice President, General Counsel and SecretaryEXECUTIVE
/s/ Maggie Anderson
Name: Maggie Anderson