APPLICABLE, THE "CONSULTING SEPARATION
DATE").
THE PERIOD FROM THE SEPARATION DATE TO THE CONSULTING SEPARATION DATE
SHALL BE REFERRED TO AS THE "CONSULTING TERM."
7.
CONSULTING SERVICES.
DURING THE CONSULTING TERM, EXECUTIVE SHALL
MAKE HIMSELF AVAILABLE TO PROVIDE SUCH TRANSITION SERVICES AS ARE REASONABLY
REQUESTED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER OR HIS DESIGNEE (THE "COMPANY
REPRESENTATIVE"), INCLUDING, WITHOUT LIMITATION, ASSISTING THE COMPANY IN
PREPARING ITS FINANCIAL STATEMENT AND OTHER RELATED DOCUMENTS AND TRANSITIONING
TO OTHER COMPANY PERSONNEL THE INFORMATION NECESSARY TO PREPARE THE COMPANY'S
FINANCIAL STATEMENTS (THE "SERVICES").
EXECUTIVE AGREES TO PROVIDE THE SERVICES
AT SUCH TIMES AND LOCATIONS AS THE COMPANY REPRESENTATIVE REASONABLY REQUIRES,
IT BEING UNDERSTOOD AND AGREED THAT THE PERFORMANCE OF THE SERVICES COULD
REQUIRE REASONABLE AMOUNTS OF TRAVEL.
EXECUTIVE AGREES TO USE HIS BEST EFFORTS
TO PERFORM THE SERVICES IN A PROFESSIONAL AND COMPETENT MANNER.
4
8.
CONSULTING COMPENSATION AND EXPENSE.
(A)
DURING THE CONSULTING TERM, EXECUTIVE SHALL RECEIVE FOR THE
SERVICES TO BE RENDERED HEREUNDER A MONTHLY RETAINER (THE "RETAINER") OF $29,166
(I.E., AN AGGREGATE RETAINER OF $175,000), WHICH
SHALL BE PAID MONTHLY IN
ARREARS.
(B)
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR REASONABLE EXPENSES
INCURRED IN CONNECTION WITH RENDERING THE SERVICES HEREUNDER IN ACCORDANCE WITH
POLICIES ADOPTED BY THE COMPANY FORM TIME TO TIME.
(C)
DURING THE CONSULTING TERM, THE COMPANY SHALL PAY OR REIMBURSE
EXECUTIVE THE MONTHLY AMOUNTS NECESSARY TO CONTINUE HEALTH CARE COVERAGE FOR
EXECUTIVE AND HIS ELIGIBLE DEPENDENTS PURSUANT TO SECTION 4980B OF THE CODE.
(D)
PROMPTLY AFTER THE LATER OF THE EXPIRATION OF THE CONSULTING TERM
AND CLOSING OF THE TRANSACTIONS CONTEMPLATED BY AGREEMENT AND PLAN OF MERGER BY
AND AMONG BIOMET, INC., LVB ACQUISITION MERGER SUB, INC. AND LVB ACQUISITIONS
LLC (THE "TRANSACTION AGREEMENT") AT A PRICE PER SHARE OF COMMON STOCK, WITHOUT
PAR VALUE, OF THE COMPANY (A "SHARE") OF AT LEAST $44, THE COMPANY SHALL PAY
EXECUTIVE A BONUS IN AN AMOUNT EQUAL TO THE SUM OF $325,000 (THE
"FINAL PAYMENT"); PROVIDED THAT EXECUTIVE SHALL BE ENTITLED TO THE FINAL PAYMENT
IF THE TRANSACTION IS CONSUMMATED AT A PRICE PER SHARE OF LESS THAN $44 AND THE
COMPANY DETERMINES IN ITS SOLE DISCRETION THAT THE REDUCTION IN PURCHASE PRICE
IS UNRELATED, IN WHOLE OR IN PART, TO (I) THE INVESTIGATION AND (II) ANY OTHER
MATTER RELATED TO THE ACCOUNT PRACTICES OR FINANCIAL STATEMENTS OF THE COMPANY
OR ITS SUBSIDIARIES.
AS A CONDITION TO RECEIVING ALL OR ANY PORTION OF THE
FINAL PAYMENT, EXECUTIVE SHALL BE REQUIRED TO EXECUTE, DELIVER AND NOT REVOKE A
GENERAL RELEASE OF CLAIMS PREPARED BY THE COMPANY THAT IS CONSISTENT IN ALL
MATERIAL RESPECTS WITH THE GENERAL RELEASE SET FORTH IN SECTION 4.
9.
TERMINATION OF THE CONSULTING TERM.
(A)
TERMINATION OF THE CONSULTING TERM.
THE COMPANY MAY TERMINATE THE
CONSULTING TERM AND EXECUTIVE'S ENGAGEMENT AS A CONSULTANT FOR CAUSE.
(B)
TERMINATION BY THE COMPANY FOR CAUSE.
IF THE COMPANY TERMINATES
THE CONSULTING TERM AND EXECUTIVE'S ENGAGEMENT AS A CONSULTANT HEREUNDER FOR
CAUSE, EXECUTIVE SHALL BE ENTITLED, IN FULL SATISFACTION OF THE