exv10w9









Exhibit 10.9




WRIGHT MEDICAL GROUP, INC.

Restricted Stock Grant Agreement

(Non-US Grantees)




Award Granted to (“Grantee”):

Grant Date:

Number of Shares (“Shares”):




          THIS RESTRICTED STOCK 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 (such
employer, the “Employer”); 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 the Plan, the
Company hereby grants the Shares to Grantee.
	 
	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. Provided, however, that Grantee’s ability to vest in any Shares is specifically
conditioned upon Grantee maintaining status as an Eligible Person (as defined in the Plan) as
of each vesting date. Notwithstanding the foregoing conditional annual vesting schedule, 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 U.S. 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 U.S. 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”);








 









 











Restricted Stock Grant Agreement

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(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 Company’s 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 yet 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:




 









 











Restricted Stock Grant Agreement

Page 3





(a) For the period commencing on the Grant Date and ending on 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 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.




	 	3.4.	 	The Company shall have the right, but not the obligation, to purchase and acquire from
Grantee any or all of the Stock (the “Repurchased Stock”) received pursuant to any vested
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 Stock. The total purchase price for the Repurchased Stock shall be delivered
to the Grantee against delivery by Grantee of certificates evidencing the Repurchased Stock
no later than 30 days after the delivery of the election notice by the Company. The price
per share of the Repurchased Stock shall be the lesser of (1) the Fair Market Value (as
defined in the Plan) of the Repurchased Stock on the date of the Company’s delivery of its
written notice to Grantee or (2) the Fair Market Value of the Repurchased Stock on the date
that such Repurchased Stock 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.
	 
	 	3.5.	 	The Company shall have the right, but 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.	 	The parties intend the restrictions in Section 3.3, 3.4 or 3.5 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.	 	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




 









 











Restricted Stock Grant Agreement

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	 	 	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 such Shares for which the
Restricted Period has expired in the name of Grantee in lieu of removing the restrictions of
such restricted book entry account.
	 
	5.	 	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.
	 
	6.	 	Changes in Capital Structure. 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 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 restricted shares
or other securities and shall be subject to all of the conditions and restrictions which were
applicable to the Prior Stock pursuant to this Agreement.
	 
	7.	 	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.
	 
	8.	 	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.
	 
	9.	 	Responsibility for Taxes. Regardless of any action the Company or 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 Shares,
including, but not limited to, the grant, or vesting of the Shares, the subsequent sale of
Shares 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 Shares 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 vesting of Shares 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 vesting of Shares 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 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




 









 











Restricted Stock Grant Agreement

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	 	 	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 vested Shares, 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.	 	Nature of Grant. In accepting the grant, 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 Shares is voluntary and occasional and does not create any
contractual or other right to receive future grants of Shares, or benefits in lieu of
Shares, even if Shares have been granted repeatedly in the past;




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




(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 Shares 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 Shares are not intended to replace any pension rights or compensation;




(h) the Shares 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





 




			
	*	 	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.




 









 










Restricted Stock Grant Agreement

Page 6





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 Shares 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 Shares is unknown and cannot be predicted with certainty;




(k) in consideration of the grant of the Shares, no claim or entitlement to compensation
or damages shall arise from forfeiture of the Shares 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 Shares 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 Shares; and




(m) the Shares 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.




	11.	 	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 Shares. Grantee is hereby advised to consult 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.
	 
	12.	 	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 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 Shares 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




 









 











Restricted Stock Grant Agreement

Page 7





	 	 	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.
	 
	13.	 	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.
	 
	14.	 	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.
	 
	15.	 	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.
	 
	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 Shares 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.
	 
	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 of Stock or to accord the right to
vote as




 









 











Restricted Stock Grant Agreement

Page 8





	 	 	 	such owner or to pay dividends as to any transferee to whom such shares of Stock
shall have been so transferred.
	 
	 	18.2.	 	The Company reserves the right to impose other requirements on Grantee’s participation
in the Plan or the Shares, to the extent the Company determines it is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan,
and to require Grantee to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
	 
	 	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.	 	This Agreement, subject to the provisions of the Appendix and Plan, constitutes the
entire agreement of the parties with respect to the subject matter hereof.




 









 











Restricted Stock Grant Agreement

Page 9




     This Agreement and the right to 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	 	 







 









 








APPENDIX

ADDITIONAL TERMS AND CONDITIONS OF

WRIGHT MEDICAL GROUP, INC.

RESTRICTED STOCK GRANT AGREEMENT

(NON U.S. GRANTEES)




Terms and Conditions



This Appendix includes additional terms and conditions that govern the Shares 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 Shares vest or Grantee sells Shares 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 5 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 Shares 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 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,




A-1









 








Restricted Stock Grant Agreement

Page 2



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 Shares.



Data Privacy. This provision supplements paragraph 9 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 9:



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 Shares 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 Shares or cash from the sale of such Shares 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 European Union, as herein specified and pursuant to applicable
laws and regulations, does not require Grantee’s consent thereto as




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Page 3



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 Shares, 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 Shares
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 the Shares. 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 6 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 of the Shares, or
the release or assignment of the Shares for consideration, or the receipt of any other benefit in
connection
with the Shares (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 vesting and settlement of the Shares or from the cash proceeds from the sale of Shares 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 6 of the Agreement.





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