exv10w5






Exhibit 10.5




WRIGHT MEDICAL GROUP, INC.

Stock Option Grant Agreement

Non-US Employee




Award Granted to (“Grantee”):

Grant Date:

Number of Shares (“Shares”):

Option Price:




          THIS STOCK OPTION GRANT AGREEMENT (the “Agreement”) including any country-specific appendix
hereto, is made as of the Grant Date by and between Wright Medical Group, Inc., a Delaware
corporation with its principal place of business at 5677 Airline Road, Arlington, Tennessee 38002
(the “Company”) and Grantee pursuant to the Wright Medical Group, Inc. 2009 Equity Incentive Plan,
as amended from time to time (the “Plan”) and which is hereby incorporated by reference.




          WHEREAS, Grantee is associated with the Company or its affiliate as an employee; and




          WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) has
authorized that Grantee be granted the right and option to purchase from the Company the Shares of
the Company’s Common Stock (“Stock”) subject to the terms and restrictions stated below;




          NOW, THEREFORE, the parties agree as follows:





	1.	 	Grant of Options. Subject to the terms and conditions of this Agreement and of the Plan, the
Company hereby grants to Grantee the right and option (the right to purchase any one share of
Stock under this Agreement being an “Option”) during the period commencing on the Grant Date
and ending on the 10th anniversary of the Grant Date (the “Expiration Date”) to purchase from
the Company the Shares. Each Option shall have an exercise price per share equal to the
Option Price indicated above.
	 
	2.	 	Vesting Schedule. The Options shall vest as to one-fourth (1/4) of the Shares on the first
anniversary of the Grant Date, and as to an additional one-fourth (1/4) on each succeeding
anniversary date, so as to be 100% vested on the fourth anniversary of the Grant Date,
conditioned upon Grantee maintaining status as an Eligible Person (as defined in the Plan) as
of each vesting date. Notwithstanding the foregoing, the interest of Grantee to the Options
shall vest as to:






	 	2.1.	 	100% of the then unvested Options upon a Change of Control. For purposes of this
Agreement, a “Change of Control” shall mean the first to occur on or after the Grant Date
of any of the following:






(a) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more (on a fully diluted basis) of either
(A) the then outstanding shares of Stock, taking into account as outstanding for this
purpose such Stock issuable upon the exercise of options or warrants, the conversion of
convertible stock or debt, and the exercise of any similar right to acquire such Stock
(the “Outstanding Company Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (x) any acquisition by the Company or any “affiliate” of the
Company, within the meaning of 17 C.F.R. § 230.405 (an “Affiliate”), (y) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any Affiliate, (z) any acquisition by any corporation or business entity pursuant to
a transaction which complies with clauses (A) and (B) of



 









 





Stock Option Grant Agreement

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subsection (a) of this Section
2.1
(persons and entities described in clauses (x), (y), and (z) being referred to herein as
“Permitted Holders”);




(b) The consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case
may be, (B) no Person (excluding any Permitted Holder) beneficially owns, directly or
indirectly, 50% or more (on a fully diluted basis) of, respectively, the then
outstanding shares of common stock of the corporation resulting from such Business
Combination, taking into account as outstanding for this purpose such common stock
issuable upon the exercise of options or warrants, the conversion of convertible stock
or debt, and the exercise of any similar right to acquire such common stock, or the
combined voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business Combination, and
(C) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the incumbent Board at the time
of the execution of the initial agreement providing for such Business Combination;




(c) The approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company;




(d) The sale of at least 80% of the assets of the Company to an unrelated party, or
completion of a transaction having a similar effect; or




(e) The individuals who on the date of this Agreement constitute the Board of Directors
thereafter cease to constitute at least a majority thereof; provided that any person
becoming a member of the Board of Directors subsequent to the date of this Agreement and
whose election or nomination was approved by a vote of at least two-thirds of the
directors who then comprised the Board of Directors immediately prior to such vote shall
be considered a member of the Board of Directors on the date of this Agreement.




	3.	 	Restrictions.






	 	3.1.	 	Except as specifically authorized by the Committee, Grantee may not transfer the
Options except by will or the laws of descent and distribution and the Options shall be
exercisable during the Grantee’s lifetime only by the Grantee or, in the event of Grantee’s
incapacity, Grantee’s guardian or legal representative. Except as so authorized, no
purported assignment or transfer of the Options, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise (except by will or the
laws of descent and distribution), shall vest in the assignee or transferee any interest or
right herein whatsoever.
	 
	 	3.2.	 	By accepting the Options, Grantee represents and agrees for Grantee and Grantee’s
transferees (whether by will or the laws of descent and distribution) that:




 









 











Stock Option Grant Agreement

Page 3





(a) For the period commencing on the Grant Date and ending on the first anniversary of
the date upon which Grantee loses status as an Eligible Person (such date is hereinafter
referred to as the “Covenant Period”), with respect to any Country in which the Company
is engaged in business during Grantee’s employment with the Company, Grantee shall not
participate or engage, directly or indirectly, for Grantee or on behalf of or in
conjunction with any person, partnership, corporation or other entity, whether as an
employee, agent, officer, director, stockholder, partner, joint venturer, investor or
otherwise, in any business activities if such activity consists of any activity
undertaken or expressly planned to be undertaken by the Company or any of its
subsidiaries or by Grantee at any time during which Grantee maintained status as an
Eligible Person.




(b) Except with the Company’s prior written approval or as may otherwise be required by
law or legal process, Grantee shall not disclose any material or information which is
confidential to the Company or its subsidiaries and not in the public domain or
generally known in the industry, whether tangible or intangible, made available,
disclosed or otherwise known to Grantee as a result of Grantee’s status as an Eligible
Person.




(c) During the Covenant Period, Grantee shall not attempt to influence, persuade or
induce, or assist any other person in so persuading or inducing, any employee of the
Company or its subsidiaries to give up, or to not commence, employment or a business
relationship with the Company.




	 	3.3.	 	The Company shall have the right, but not the obligation, to purchase and acquire from
Grantee any or all of the Shares previously acquired by Grantee upon exercise of an Option
(the “Repurchased Shares”) if the Committee reasonably determines that Grantee has violated
the covenants set forth in this Agreement or Grantee’s loss of status as an Eligible Person
is a result of termination of employment for Cause (as defined in the Plan) or Grantee’s
loss of status as an Eligible Person could have resulted from termination of employment for
Cause. The Company may exercise the right granted to it under this Section 3.3 by
delivering written notice to Grantee stating that the Company is exercising the repurchase
right granted to it under this Section 3.3. The delivery of such notice by the Company to
Grantee shall constitute a binding commitment of the Company to purchase and acquire all of
the Repurchased Shares. The total purchase price for the Repurchased Shares shall be
delivered to the Grantee against delivery by Grantee of certificates evidencing the
Repurchased Shares no later than 30 days after the delivery of the election notice by the
Company. The price per share of the Repurchased Shares shall be the lesser of 1) the Fair
Market Value (as defined in the Plan) of each of the Repurchased Shares on the date of the
Company’s delivery of its written notice to Grantee or 2) the Option Price.
	 
	 	3.4.	 	The Company shall have the right, and not the obligation, to cancel any or all of the
Options if the Committee reasonably determines that Grantee has violated the covenants set
forth in this Agreement. The Company may exercise the right granted to it under this
Section 3.4 by delivering a written notice to Grantee stating that the Company is
exercising the cancellation right granted to it under this Section 3.4.
	 
	 	3.5.	 	Notwithstanding anything in this Section 3 to the contrary, the Company shall not be
obligated to purchase any Stock at any time to the extent that the purchase would result in
a violation of any law, statute, rule, regulation, order, writ, injunction, decree or
judgment promulgated or entered by any Federal, state, local or foreign court or
governmental authority applicable to the Company or any of its property.




 









 











Stock Option Grant Agreement

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	 	3.6.	 	The parties intend the restrictions in Sections 3.2, 3.3, and 3.4 to be completely
severable and independent, and any invalidity or unenforceability of any one or more such
restrictions shall not render invalid or unenforceable any one or more restrictions.






	4.	 	Exercise; Payment for and Delivery of Shares. Options which have become exercisable may be
exercised by delivery of written notice of exercise to the Committee accompanied by payment of
the Option Price. The Option Price shall be payable in cash and/or shares of Stock value at
the Fair Market Value (as defined in the Plan) on the date the Option is exercised or, in the
discretion of the Committee, either (i) in other property having a fair market value on the
date of exercise equal to the Option Price, or (ii) by delivering to the Committee a copy of
irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of sale
or loan proceeds sufficient to pay the Option Price.
	 
	5.	 	Loss of Status as an Eligible Person. If prior to the Expiration Date Grantee ceases to be
an Eligible Person, the Options shall expire on the earlier of the Expiration Date or the date
that is ninety days after the date upon which Grantee ceased to be an Eligible Person. In
such event, the Options shall remain exercisable by Grantee until expiration only to the
extent the Options were exercisable at the time that Grantee ceased to be an Eligible Person.
	 
	6.	 	Stockholder Rights. Grantee or a transferee of the Options shall have no rights as a
stockholder with respect to any Shares covered by the Options until Grantee shall have become
the holder of record of such shares (and the Company shall use its reasonable best efforts to
cause Grantee to become the holder of record of such shares), and, except as provided in
Section 7 of this Agreement, no adjustment shall be made for dividends or distributions or
other rights in respect of such Shares for which the record date is prior to the date upon
which he or she shall become the holder of record thereof.
	 
	7.	 	Changes in Capital Structure. In accordance with and subject to the applicable terms of the
Plan, the Options shall be subject to adjustment or substitution, as determined by the
Committee, as to the number, price or kind of Stock or other consideration subject to such
Options or as otherwise determined by the Committee to be equitable (i) in the event of
changes in the outstanding Stock or in the capital structure of the Company by reason of stock
dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers,
consolidations, combinations, exchanges, or other relevant changes in capitalization occurring
after the date hereof or (ii) in the event of any change in applicable laws or any change in
circumstances which results in or would result in any substantial dilution or enlargement of
the rights granted to, or available for, Grantee. No such adjustment shall be made which
would result in an increase in the amount of gain or a decrease in the amount of loss inherent
in the Options. The Company shall give Grantee written notice of an adjustment hereunder.
Notwithstanding anything herein to the contrary, in the event of any of the following:






(a) The Company is merged or consolidated with another corporation or entity and, in
connection therewith, consideration is received by stockholders of the Company in a form
other than stock or other equity interests of the surviving entity;




(b) All or substantially all of the assets of the Company are acquired by another
person; or




(c) The Company’s reorganization or liquidation;


then the Committee may, in its discretion and upon at least ten days advance notice to the affected
persons, cancel any outstanding Options and pay to Grantee, in cash, the value of such Options
based upon the price per share of Stock received or to be received by other stockholders of the
Company in




 









 








Stock Option Grant Agreement

Page 5



such event and the per share exercise price of the Options.





	8.	 	Requirements of Law.






	 	8.1.	 	By accepting the Options, Grantee represents and agrees for Grantee and any transferees
(whether by will or the laws of descent and distribution) that, unless a registration
statement under the Securities Act is in effect as to the shares purchased upon any
exercise of the Options, (i) any and all Shares so purchased shall be acquired for his or
her personal account and not with a view to or for sale in connection with any
distribution, and (ii) each notice of the exercise of any portion of this Option shall be
accompanied by a representation and warranty in writing, signed by the person entitled to
exercise the same, that the shares are being so acquired in good faith for his or her
personal account and not with a view to or for sale in connection with any distribution.
	 
	 	8.2.	 	No certificate or certificates for Shares may be purchased, issued or transferred if
the exercise hereof or the issuance or transfer of such Shares shall constitute a violation
by the Company or Grantee of any (i) provision of any Federal, state or other securities
law, (ii) requirement of any securities exchange listing agreement to which the Company may
be a party, or (iii) other requirement of law or of any regulatory body having jurisdiction
over the Company. Any reasonable determination in this connection by the Company, upon
notice given to Grantee, shall be final, binding and conclusive.
	 
	 	8.3.	 	The certificates representing shares of Common Stock acquired pursuant to the exercise
of Options shall carry such appropriate legend, and such written instructions shall be
given to the Company’s transfer agent, as may be deemed necessary or advisable by counsel
to the Company in order to comply with the requirements of the Securities Act or any state
securities laws.






	9.	 	Taxes. Regardless of any action the Company or Grantee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, payment on account or
other tax-related items related to Grantee’s participation in the Plan and legally applicable
to Grantee or deemed by the Company or the Employer to be an appropriate charge to Grantee
even if technically due by the Company or the Employer (“Tax-Related Items”), Grantee
acknowledges that the ultimate liability for all Tax-Related Items is and remains Grantee’s
responsibility and may exceed the amount actually withheld by the Company or the Employer.
Grantee further acknowledges that the Company and/or the Employer (1) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect
of the Option, including, but not limited to, the grant, vesting or exercise of the Options,
the issuance of shares of Stock upon exercise of the Options, the subsequent sale of shares of
Stock issued or to be issued upon exercise of the Options and the receipt of any dividends;
and (2) do not commit to and are under no obligation to structure the terms of the grant or
any aspect of the Options to reduce or eliminate Grantee’s liability for Tax-Related Items or
achieve any particular tax result. Further, if Grantee has become subject to tax in more than
one jurisdiction between the Grant Date and the date of any relevant taxable event, Grantee
acknowledges that the Company and/or the Employer (or former employer, as applicable) may be
required to withhold or account for Tax-Related Items in more than one jurisdiction.
	 
	 	 	To the extent that the exercise of Options results in any taxable or tax withholding event, as
applicable, Grantee agrees that the obligation shall be satisfied in the following manner: The
Company shall retain and instruct a registered broker(s) to sell such number of Shares issued
upon exercise of Options necessary to satisfy the Company’s tax or withholding obligations,
after deduction of the broker’s commission, and the broker shall remit to the Company the cash
necessary in order for the Company to satisfy its tax or withholding obligations. Grantee
covenants to execute any such documents as are requested by the broker of the Company in order
to effectuate the sale of




 









 











Stock Option Grant Agreement

Page 6





	 	 	the Shares and payment of the tax obligations to the Company. The
Grantee represents to the Company that, as of the date hereof, he or she is not aware of any
material nonpublic information about the Company or the Shares. The Grantee and the Company
have structured this Agreement to constitute a “binding contract” relating to the sale of Shares
pursuant to this Section, consistent with the affirmative defense to liability under Section
10(b) of the Exchange Act under Rule 10b5-1(c)
promulgated under the Exchange Act.*
	 
	 	 	To avoid negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in
 shares of Stock, for tax purposes, Grantee is deemed to have been issued the full number of
 shares of Stock subject to the exercised Options, notwithstanding that a number of the shares of
Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of
any aspect of Grantee’s participation in the Plan.
	 
	 	 	Grantee shall pay to the Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold or account for as a result of Grantee’s
participation in the Plan that cannot be satisfied by the means previously described. The
Company may refuse to issue or deliver the shares of Stock or the proceeds of the sale of shares
of Stock, if Grantee fails to comply with his or her obligations in connection with the
Tax-Related Items.
	 
	10.	 	Governing Law. The grant of Options and the provisions of this Agreement are governed by,
and subject to, the laws of the State of Delaware, without regard to the conflict of law
provisions, as provided in the Plan.
	 
	 	 	For purposes of litigating any dispute that arises under this grant or the Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of Tennessee, agree that
such litigation shall be conducted in the courts of Shelby County, Tennessee, or the federal
courts for the United States for the Western District of Tennessee, where this grant is made
and/or to be performed.
	 
	11.	 	Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by electronic means. Grantee
hereby consents to receive such documents by electronic delivery and agrees to participate in
the Plan through an on-line or electronic system established and maintained by the Company or
a third party designated by the Company.
	 
	12.	 	Nature of Grant. In accepting the Options, Grantee acknowledges that:






(a) the Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any time;




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




(c) all decisions with respect to future grants of Options, if any, will be at the sole
discretion of the Company;





 




			
	*	 	Grantee understands that the sale of Shares to satisfy
the Company’s withholding obligations will be considered a sale for purposes of
short-swing liability under Section 16(b) of the Exchange Act. Any profit
realized in a purchase of shares of the Company’s stock within six months of
the sale may be recovered by the Company or by a stockholder of the Company on
behalf of the Company.




 









 










Stock Option Grant Agreement

Page 7







(d) Grantee’s participation in the Plan shall not create a right to further employment
with the Employer and shall not interfere with the ability of the Employer to terminate
Grantee’s employment relationship at any time;




(e) Grantee is voluntarily participating in the Plan;




(f) the Options and the shares of Stock underlying the Options are an extraordinary item
that does not constitute compensation of any kind for services of any kind rendered to
the Company or the Employer, and which is outside the scope of Grantee’s employment
contract, if any;




(g) the Options and the shares of Stock underlying the Options are not intended to
replace any pension rights or compensation;




(h) the Options and the shares of Stock underlying the Options are not part of normal or
expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, end of
service payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for,
or relating in any way to, past services for the Company, the Employer or any subsidiary
or affiliate of the Company;




(i) the grant of Options and Grantee’s participation in the Plan will not be interpreted
to form an employment contract or relationship with the Company or any subsidiary or
affiliate of the Company;




(j) the future value of the underlying shares of Stock is unknown and cannot be
predicted with certainty;




(k) in consideration of the grant of the Options, no claim or entitlement to
compensation or damages shall arise from forfeiture of the Options resulting from
termination of Grantee’s employment with the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) or a violation of the
covenants and Grantee irrevocably releases the Company and the Employer from any such
claim that may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, Grantee shall be deemed irrevocably to
have waived his or her entitlement to pursue such claim;




(l) in the event of termination of Grantee’s employment (whether or not in breach of
local labor laws), Grantee’s right to vest in the Options under the Plan, if any, will
terminate effective as of the date that Grantee is no longer actively employed and will
not be extended by any notice period mandated under local law (e.g., active employment
would not include a period of “garden leave” or similar period pursuant to local law);
the Committee shall have the exclusive discretion to determine when Grantee is no longer
actively employed for purposes of the Options; and




(m) the Options and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, take-over or transfer of liability.




	13.	 	No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice,
nor is the Company making any recommendations regarding Grantee’s participation in the Plan,
or Grantee’s acquisition or sale of the underlying shares of Stock. Grantee is hereby advised
to consult




 









 











Stock Option Grant Agreement

Page 8





	 	 	with his or her own personal tax, legal and financial advisors regarding Grantee’s
participation in the Plan before taking any action related to the Plan.
	 
	14.	 	Data Privacy. Grantee hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of Grantee’s personal
data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the
Company and its subsidiaries and affiliates for the exclusive purpose of implementing,
administering and managing Grantee’s participation in the Plan.
	 
	 	 	Grantee understands that the Company and the Employer may hold certain personal information
about Grantee, including, but not limited to, Grantee’s name, home address and telephone number,
date of birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all Options or any
other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or
outstanding in Grantee’s favor, for the exclusive purpose of implementing, administering and
managing the Plan (“Data”).
	 
	 	 	Grantee understands that Data may be transferred to a stock plan service provider as may be
selected by the Company in the future, which would assist the Company with the implementation,
administration and management of the Plan. Grantee understands that the recipients of the Data
may be located in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than Grantee’s country.
Grantee understands that he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting Grantee’s local human resources representative.
Grantee authorizes the Company and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing Grantee’s participation in the Plan. Grantee
understands that Data will be held only as long as is necessary to implement, administer and
manage Grantee’s participation in the Plan. Grantee understands that Grantee may, at any time,
view Data, request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing Grantee’s local human resources representative. Grantee
understands, however, that refusing or withdrawing his or her consent may affect Grantee’s
ability to participate in the Plan. For more information on the consequences of Grantee’s
refusal to consent or withdrawal of consent, Grantee understands that Grantee may contact his or
her local human resources representative.
	 
	15.	 	Language. If Grantee has received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the translated version is
different than the English version, the English version will control.
	 
	16.	 	Severability. The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
	 
	17.	 	Appendix. Notwithstanding any provisions in this Agreement, the grant of Options shall be
subject to any special terms and conditions set forth in any Appendix to this Agreement for
Grantee’s country. Moreover, if Grantee relocates to one of the countries included in the
Appendix, the special terms and conditions for such country will apply to Grantee, to the
extent the Company determines that the application of such terms and conditions is necessary
or advisable in order to comply with local law or facilitate the administration of the Plan.
The Appendix constitutes part of this Agreement.




 









 











Stock Option Grant Agreement

Page 9





	18.	 	Miscellaneous.






	 	18.1.	 	The Company shall not be required (i) to transfer on its books any shares of Stock of
the Company which have been sold or transferred in violation of any provisions set forth in
this
Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as
such owner or to pay dividends to any transferee to whom such shares shall have been so
transferred.
	 
	 	18.2.	 	The parties agree to execute such further instruments and to take such action as may
be reasonably necessary to carry out the intent of this Agreement.
	 
	 	18.3.	 	Any notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon delivery to Grantee at the address of Grantee then on file
with the Company.
	 
	 	18.4.	 	Neither the Plan nor this Agreement nor any provisions under either shall be construed
so as to grant Grantee any right to remain associated with the Company or any of its
affiliates.
	 
	 	18.5.	 	This Agreement, subject to the provisions of the Plan, constitutes the entire
agreement of the parties with respect to the subject matter hereof.




 









 











Stock Option Grant Agreement

Page 10




     This Agreement and the Options evidenced by this Agreement will not be effective until an
original signed Agreement is received by the Wright Medical Group, Inc. Legal Department. Please
print and sign this Agreement immediately, then send the signed Agreement to the Wright Medical
Group, Inc. Legal Department as soon as possible.



     AGREED AND ACCEPTED:



	 	 	 	 	 	 	 	 	 
	GRANTEE:	 	 	 	WRIGHT MEDICAL GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 
	 	 	 	 

Jason P. Hood, Vice President,
	 	 
	 

	 	 	 	 	 	General Counsel, and Secretary	 	 







 









 








APPENDIX

ADDITIONAL TERMS AND CONDITIONS OF

WRIGHT MEDICAL GROUP, INC.

STOCK OPTION GRANT AGREEMENT

NON-US EMPLOYEE




Terms and Conditions



This Appendix includes additional terms and conditions that govern the Options granted to Grantee
under the Plan if Grantee resides in one of the countries listed below. Certain capitalized terms
used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.




Notifications



This Appendix also includes information regarding exchange controls and certain other issues of
which Grantee should be aware with respect to Grantee’s participation in the Plan. The information
is based on the securities, exchange control and other laws in effect in the respective countries
as of September 2008. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that Grantee not rely on the information in this Appendix as the only source of
information relating to the consequences of Grantee’s participation in the Plan because the
information may be out of date at the time that the Options vest or Grantee sells Stock acquired
under the Plan.



In addition, the information contained herein is general in nature and may not apply to Grantee’s
particular situation and the Company is not in a position to assure Grantee of a particular result.
Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant
laws in Grantee’s country may apply to Grantee’s situation.



Finally, if Grantee is a citizen or resident of a country other than the one in which Grantee is
currently working, the information contained herein may not be applicable to Grantee.




BELGIUM



There are no country specific provisions.




CANADA




Notifications



French Language Provision. The following provisions will apply if Grantee is a resident of Quebec:



The parties acknowledge that it is their express wish that this Agreement, as well as all
documents, notices and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be drawn up in English.





Les parties reconnaissent avoir exigé la redaction en anglais de cette convention
(“Agreement”), ainsi que de tous documents exécutés, avis donnés et procedures judiciaries
intentées, directement ou indirectement, relativement à la présente convention.


Termination of Service. This provision replaces Section 6(l) of the Agreement:



In the event of the termination of Grantee’s employment (whether or not in breach of local labor
laws), Grantee’s right to vest in Options under the Plan, if any, will terminate effective as of
the date that is the earlier of (1) the date Grantee receives notice of termination of Service from
the Company or the


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Employer, or (2) the date Grantee is no longer actively providing Service, regardless of any notice
period or period of pay in lieu of such notice required under local law (including, but not limited
to statutory law, regulatory law and/or common law); the Committee shall have the exclusive
discretion to determine when Grantee is no longer actively employed for purposes of the Options.



Data Privacy. This provision supplements paragraph 8 of the Agreement:



Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain
all relevant information from all personnel, professional or not, involved in the administration
and operation of the Plan. Grantee further authorizes the Company, any Parent, Subsidiary or
Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors.
Grantee further authorizes the Company and any Parent, Subsidiary or Affiliate to record such
information and to keep such information in Grantee’s employee file.




FRANCE



There are no country specific terms.




GERMANY




Notifications



Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly
to the German Federal Bank. If Grantee uses a German bank to transfer a cross-border payment in
excess of €12,500 in connection with the sale of Stock acquired under the Plan, the bank will make
the report for Grantee. In addition, Grantee must report any receivables, payables, or debts in
foreign currency exceeding an amount of €5,000,000 on a monthly basis.




ITALY




Terms and Conditions



Data Privacy. This provision replaces in its entirety paragraph 8:



Grantee understands that the Employer and/or the Company may hold certain personal information
about Grantee, including, but not limited to, Grantee’s name, home address and telephone number,
date of birth, social security number (or any other social or national identification number),
salary, nationality, job title, number of Stock held and the details of all Options or any other
entitlement to Stock awarded, cancelled, exercised, vested, unvested or outstanding (the “Data”)
for the purpose of implementing, administering and managing Grantee’s participation in the Plan.
Grantee is aware that providing the Company with Grantee’s Data is necessary for the performance of
this Agreement and that Grantee’s refusal to provide such Data would make it impossible for the
Company to perform its contractual obligations and may affect Grantee’s ability to participate in
the Plan.



The Controller of personal data processing is [INSERT NAME AND CONTACT DETAILS OF ITALIAN
AFFILIATE]. Grantee understands that the Data may be transferred to the Company or any of its
Parent, Subsidiary or Affiliates, or to any third parties assisting in the implementation,
administration and management of the Plan, including any transfer required to a broker or other
third party with whom Stock acquired pursuant to the vesting of the Options or cash from the sale
of such Stock may be deposited. Furthermore, the recipients that may receive, possess, use, retain
and transfer such Data for the above mentioned purposes may be located in Italy or elsewhere,
including outside of the European Union and that the recipients’ country (e.g., the United States)
may have different data privacy laws and protections than Grantee’s country. The
processing activity, including the transfer of Grantee’s personal data abroad, outside of the


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European Union, as herein specified and pursuant to applicable laws and regulations, does not
require Grantee’s consent thereto as the processing is necessary for the performance of contractual
obligations related to the implementation, administration and management of the Plan. Grantee
understands that Data processing relating to the purposes above specified shall take place under
automated or non-automated conditions, anonymously when possible, that comply with the purposes for
which Data are collected and with confidentiality and security provisions as set forth by
applicable laws and regulations, with specific reference to D.lgs. 196/2003.



Grantee understands that Data will be held only as long as is required by law or as necessary to
implement, administer and manage Grantee’s participation in the Plan. Grantee understands that
pursuant to art.7 of D.lgs 196/2003, Grantee has the right, including but not limited to, access,
delete, update, request the rectification of Grantee’s Data and cease, for legitimate reasons, the
Data processing. Furthermore, Grantee is aware that Grantee’s Data will not be used for direct
marketing purposes. In addition, the Data provided can be reviewed and questions or complaints can
be addressed by contacting a local representative available at the following address: [INSERT].



Plan Document Acknowledgment. In accepting the Options, Grantee acknowledges that Grantee has
received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement,
including this Appendix, in their entirety and fully understands and accepts all provisions of the
Plan and the Agreement, including this Appendix. Grantee further acknowledges that Grantee has
read and specifically and expressly approves the following paragraphs of the Agreements: Vesting
Schedule, Conversion into Stock, Responsibility for Taxes, Nature of Grant and Data Privacy.




Notifications



Exchange Control Information. Grantee is required to report in Grantee’s annual tax return: (a)
any transfers of cash or Stock to or from Italy exceeding €10,000 or the equivalent amount in U.S.
dollars; and (b) any foreign investments or investments (including proceeds from the sale of Stock
underlying Options acquired under the Plan) held outside of Italy exceeding €10,000 or the
equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. Grantee is
exempt from the formalities in (a) if the investments are made through an authorized broker
resident in Italy, as the broker will comply with the reporting obligation on Grantee’s behalf.




JAPAN



There are no country specific provisions.




NETHERLANDS




Notifications



Insider-Trading Notification. Grantee should be aware of the Dutch insider-trading rules, which
may impact the sale of Stock issued to Grantee upon exercise of the Options. In particular,
Grantee may be prohibited from effectuating certain transactions involving Stock if Grantee has
inside information about the Company. If Grantee is uncertain whether the insider-trading rules
apply to Grantee, Grantee should consult Grantee’s personal legal advisor.




UNITED KINGDOM




Terms and Conditions



Responsibility for Taxes. The following provisions supplement paragraph 5 of the Agreement:




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Grantee agrees that if Grantee does not pay or the Employer or the Company does not withhold from
Grantee the full amount of Tax-Related Items that Grantee owes due to the vesting or exercise of
the Options, or the release or assignment of the Units for consideration, or the receipt of any
other benefit in connection with the Units (the “Taxable Event”) within 90 days after the Taxable
Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and
Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by
Grantee to the Employer, effective 90 days after the Taxable Event. Grantee agrees that the loan
will bear interest at the HM Revenue and Custom’s official rate and will be immediately due and
repayable by Grantee, and the Company and/or the Employer may recover it at any time thereafter by
withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by
withholding in Stock issued upon exercise of the Options or from the cash proceeds from the sale of
Stock or by demanding cash or a cheque from Grantee. Grantee also authorizes the Company to delay
the issuance of any Stock to Grantee unless and until the loan is repaid in full.



Notwithstanding the foregoing, if Grantee is an officer or executive director (as within the
meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of
the immediately foregoing provision will not apply. In the event that Grantee is an officer or
executive director and Tax-Related Items are not collected from or paid by Grantee within 90 days
of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to
Grantee on which additional income tax and national insurance contributions may be payable.
Grantee acknowledges that the Company or the Employer may recover any such additional income tax
and national insurance contributions at any time thereafter by any of the means referred to in
paragraph 5 of the Agreement.




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