benefits under the CIC Agreement if his employment were terminated by the
Company without "cause" (as defined in the CIC Agreement) or by the Executive
for "good reason" (as defined in the CIC Agreement), Executive shall be entitled
to:
(I)
AN AMOUNT EQUAL TO (A) 1.5 TIMES THE BASE SALARY IN EFFECT AT THE
DATE OF TERMINATION (THE "BASE COMPONENT") PLUS (B) 1.5 TIMES THE AVERAGE OF (X)
THE ANNUAL INCENTIVE BONUS EARNED BY THE EXECUTIVE FOR THE PRIOR YEAR AND (Y)
THE ANNUAL INCENTIVE BONUS THE EXECUTIVE WOULD HAVE RECEIVED FOR THE CURRENT
YEAR IF HIS EMPLOYMENT HAD NOT BEEN TERMINATED, BASED ON THE COMPANY'S
PERFORMANCE TO THE DATE OF TERMINATION EXTRAPOLATED THROUGH THE END OF THE
CURRENT YEAR (THE "BONUS COMPONENT", AND TOGETHER WITH THE "BASE COMPONENT", THE
"SEVERANCE BENEFIT").
THE TOTAL AMOUNT OF THE SEVERANCE BENEFIT WILL BE PAID IN
EQUAL, RATABLE INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL
POLICIES OVER THE COURSE OF THE NON-COMPETE PERIOD.
IF THE EXECUTIVE BECOMES
EMPLOYED BY ANOTHER EMPLOYER DURING THAT PERIOD, THE BONUS COMPONENT WILL CEASE
AND THE SEVERANCE BENEFIT WILL BE LIMITED TO THE BASE COMPONENT; PROVIDED THAT
THE EXECUTIVE IS NOT REQUIRED TO SEEK OTHER EMPLOYMENT OR TO ATTEMPT IN ANY WAY
TO REDUCE ANY AMOUNTS PAYABLE TO THE EXECUTIVE BY THE COMPANY PURSUANT TO THIS
SECTION 9(D);
(II)
IF THE EXECUTIVE IS ELIGIBLE FOR AND ELECTS CONTINUATION COVERAGE
PURSUANT TO COBRA (WITH RESPECT TO THE EXECUTIVE AND/OR THE EXECUTIVE'S
DEPENDENTS WHO ARE ELIGIBLE TO ELECT COBRA UNDER THE COMPANY'S GROUP HEALTH
PLAN(S) AS A DIRECT RESULT OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT), THE
COMPANY SHALL PAY (AS OF THE FIRST OF EACH APPLICABLE MONTH) THE PREMIUMS FOR
SUCH COVERAGE (OR REIMBURSE THE EXECUTIVE FOR SUCH PREMIUMS) DURING THE
NON-COMPETE PERIOD;
(III)
CONTINUED PAYMENT OF THE EXECUTIVE'S COMPANY-PROVIDED CAR
ALLOWANCE, IF ANY, FOR A PERIOD OF TWELVE MONTHS FROM THE TERMINATION DATE;
(IV)
ALL OUTSTANDING OPTIONS GRANTED TO THE EXECUTIVE BY THE COMPANY
(INCLUDING THE ANNUAL EQUITY AWARDS) ON ANY COMMON SHARES OF STOCK OF BIOMET,
INC., THAT WOULD HAVE VESTED IN THE ORDINARY COURSE WITHIN 12 (TWELVE) MONTHS
AFTER THE TERMINATION DATE IF THE EXECUTIVE'S EMPLOYMENT HAD NOT BEEN TERMINATED
WILL BECOME IMMEDIATELY VESTED AND EXERCISABLE (TO THE EXTENT NOT YET VESTED AND
EXERCISABLE) AS OF THE TERMINATION DATE AND ALL VESTED OPTIONS SHALL REMAIN
EXERCISABLE UNTIL THE EARLIER OF (X) THE EXPIRATION OF THEIR ORIGINAL TERM (SUCH
EXPIRATION NOT TO BE AFFECTED BY ANY POST-TERMINATION EXERCISE PERIOD) OR (Y) 18
(EIGHTEEN) MONTHS FROM THE DATE OF TERMINATION. TO THE EXTENT NOT OTHERWISE
PROVIDED UNDER THE WRITTEN AGREEMENT, IF ANY, EVIDENCING
9
THE GRANT OF ANY RESTRICTED COMMON SHARES OF STOCK OF THE COMPANY TO THE
EXECUTIVE, ALL SUCH OUTSTANDING SHARES THAT HAVE BEEN GRANTED TO THE EXECUTIVE
SUBJECT TO RESTRICTIONS THAT WOULD HAVE LAPSED IN THE ORDINARY COURSE WITHIN 12
(TWELVE) MONTHS AFTER THE TERMINATION DATE IF THE EXECUTIVE'S EMPLOYMENT HAD NOT
BEEN TERMINATED WILL VEST AUTOMATICALLY UPON THE TERMINATION DATE, AND THE
EXECUTIVE