exv10w8






Exhibit 10.8




WRIGHT MEDICAL GROUP, INC.

Restricted Stock Grant Agreement

Executive




Award Granted to (“Grantee”):

Grant Date:

Number of Shares (“Shares”):




     THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) 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 shares of the Company’s Common Stock (“Stock”) subject to the
restrictions stated below;



     NOW, THEREFORE, the parties agree as follows:




	1.	 	Grant of Stock. Subject to the terms and conditions of this Agreement and of the Plan, the
Company hereby grants to Grantee the Shares.
	 
	2.	 	Vesting Schedule. The interest of Grantee in the Shares 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
thereof, 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 in the
Shares shall vest as to:






	 	2.1.	 	100% of the then unvested Shares 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 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”),














 






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	 	 	 	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.






	 	2.2.	 	100% of the unvested Shares upon Grantee’s death.






	3.	 	Restrictions.






	 	3.1.	 	The Shares granted hereunder may not be sold, pledged or otherwise transferred until
the Shares become vested in accordance with this Agreement. The period of time between the
Grant Date and the date that the Shares become vested is referred to as the “Restricted
Period.”
	 
	 	3.2.	 	If at any time Grantee fails to maintain Grantee’s status as an Eligible Person, the
balance of the Shares subject to the provisions of this Agreement which have not vested at
the time of Grantee’s loss of status as an Eligible Person shall be forfeited by Grantee,
and ownership transferred back to the Company.
	 
	 	3.3.	 	By accepting the Shares, Grantee represents and agrees for Grantee and Grantee’s
transferees (whether by will or the laws of descent and distribution) that:














 





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	 	 	 	(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 period is
hereinafter referred to as the “Covenant Period”), with respect to any state 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.
	 
	 	3.4.	 	The Company shall have the right, but not the obligation, to purchase and acquire from
Grantee any or all of the Shares (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 3.4 by delivering written notice to Grantee stating that the Company is
exercising the repurchase right granted to it under this Section 3.4. 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
Fair Market Value of each of the Repurchased Shares on the date that such shares vested to
the Grantee without regard to any election by the Grantee under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”).
	 
	 	3.5.	 	The Company shall have the right, and not the obligation, to cancel any or all of the
Shares 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 3.5 by delivering a written notice to Grantee stating that the Company is
exercising the cancellation right granted to it under this Section 3.5.
	 
	 	3.6.	 	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.














 






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	 	3.7.	 	The parties intend the restrictions in Section 3.3 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.	 	Legend. All certificates representing any shares of Stock subject to the provisions of this
Agreement shall have endorsed thereon the following legend:






TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS
RESTRICTED PURSUANT TO THE TERMS OF A RESTRICTED STOCK GRANT
AGREEMENT, DATED AS OF ___BETWEEN WRIGHT MEDICAL GROUP, INC.
AND ___. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICES OF
THE WRIGHT MEDICAL GROUP, INC. AT 5677 AIRLINE ROAD, ARLINGTON,
TENNESSEE 38002.




	5.	 	Issuance of Shares. The Shares shall be issued and held in a restricted book entry account
in the name of Grantee until expiration of the Restricted Period. Upon expiration of the
Restricted Period, the Company shall remove the restrictions of such restricted book entry
account for such Shares which have not been forfeited and with respect to which the Restricted
Period has expired (to the nearest full share) and any cash dividend or stock dividends shall
be credited to Grantee’s account with respect to such Shares and any interest thereon, if any.
Notwithstanding the foregoing, the Company may, in its discretion, issue certificates for
Shares for which the Restricted Period has expired in the name of Holder in lieu of removing
the restrictions of such restricted book entry account.
	 
	6.	 	Stockholder Rights. During the Restricted Period, Grantee shall have all the rights and
privileges of a stockholder as to Shares, including the right to vote such Shares, except for
the right to transfer the Shares as set forth in Section 3 and Section 7 of this Agreement and
Section 10(b) of the Plan. Cash dividends and stock dividends with respect to the Shares
shall be currently paid to Grantee.
	 
	7.	 	Changes in Stock. In the event that as a result of (i) any stock dividend, stock split or
other change in the Stock, or (ii) any merger or sale of all or substantially all of the
assets or other acquisition of the Company, and by virtue of any such change Grantee shall in
Grantee’s capacity as owner of unvested shares of Stock which have been awarded to Grantee
(the “Prior Stock”) be entitled to new or additional or different shares or securities, such
new or additional or different shares or securities shall thereupon be considered unvested
Shares and shall be subject to all of the conditions and restrictions which were applicable to
the Prior Stock pursuant to this Agreement.
	 
	8.	 	Disability of Grantee. In the event of the Disability (as defined in the Plan) of Grantee,
any unpaid but vested Shares shall be paid to Grantee if legally competent or to a legally
designated guardian or representative if Grantee is legally incompetent.
	 
	9.	 	Death of Grantee. In the event of Grantee’s death after the vesting date but prior to the
payment of Shares, such Shares shall be paid to Grantee’s estate or designated beneficiary.
	 
	10.	 	Taxes. Grantee understands that Grantee will recognize income for federal and, if
applicable, state income tax purposes in an amount equal to the amount by which the fair
market value of the Shares, as of the Grant Date or vesting date, as applicable, exceeds any
consideration paid by Grantee for such Shares. Grantee shall be liable for any and all taxes,
including withholding taxes, arising out of this grant or the vesting of Shares hereunder. By
accepting the Shares, Grantee covenants to report such income in accordance with applicable
federal and state laws. To the extent that the receipt of the Shares or the end of the
Restricted Period results in income to Grantee and withholding obligations of the Company,
including federal or state withholding obligations, Grantee agrees that














 





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	 	 	the obligation shall be satisfied in the manner Grantee has chosen by checking one of the
following boxes:






	 	o	 	At least one working day prior to the vesting date Grantee may deliver to the Company an
amount of cash determined by the Company to be adequate to satisfy the Company’s
withholding obligation. If Grantee does not deliver such amount of cash, the Company shall
withhold an amount of the Grantee’s current or future remuneration in an amount that
satisfies the Company’s withholding obligation. Notwithstanding the foregoing, the Company
may in its sole discretion withhold from the Shares to be issued the specific number of
Shares having a fair market value on the vesting date equal to the amount required to
satisfy the Company’s withholding obligation.
	 
	 	o	 	The Company shall retain and instruct a registered broker(s) to sell such number of
Shares necessary to satisfy the Company’s 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 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 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.*






	11.	 	Governing Law. The grant of Shares 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.
	 
	12.	 	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.
	 
	13.	 	Miscellaneous.






	 	13.1.	 	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.







 




			
	*	 	By selecting the second option, 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.














 






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	 	13.2.	 	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.
	 
	 	13.3.	 	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.
	 
	 	13.4.	 	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.
	 
	 	13.5.	 	This Agreement, subject to the provisions of the Plan, constitutes the entire
agreement of the parties with respect to the subject matter hereof.














 





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     This Agreement and the Shares 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