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EXHIBIT 10iii

PERSONAL and CONFIDENTIAL

[Date]                                                                       

[First Name] [Last Name]

Dear [First Name]:

I am pleased to inform you that you have been awarded a nonstatutory stock option for [number of options] shares of Stryker Corporation Common Stock at a price of [exercise price] per share.  Except as otherwise provided in the enclosed Terms and Conditions, this option shall expire on [ten years from date of grant] and will become exercisable 20% per year beginning on [first anniversary of date of grant].

This option is subject to the enclosed Terms and Conditions and the provisions of the Company's 2006 Long-Term Incentive Plan.  You should retain this letter and the enclosed Terms and Conditions as evidence of the grant to you. 

Also enclosed is a memorandum that provides certain information about options granted to you under the 2006 Long-Term Incentive Plan, and a Stock Option Exercise Form.

You are one of a select group of individuals receiving an option grant which we use to reward performers who we believe will be key contributors to our growth well into the future.  Continued strong growth will also hopefully generate meaningful gains in the value of these options in the years ahead .   We continue to be excited about Stryker's prospects and I am confident that your efforts will play a big part in helping us achieve our goal of becoming one of the best companies on the planet.

Sincerely,

/s/ Stephen P. MacMillan

Stephen P. MacMillan

President and Chief Executive Officer

 

SPM/se

Enclosures

 

C:         [Division Heads]

 



 

STRYKER CORPORATION

NON-U.S. TERMS AND CONDITIONS

RELATING TO NONSTATUTORY STOCK OPTIONS GRANTED

PURSUANT TO THE 2006 LONG-TERM INCENTIVE PLAN

ON [Date]

1.         The Options to purchase Common Stock of Stryker Corporation (the "Company") granted to you on [Date] are subject to all of the terms and conditions of the Company's 2006 Long-Term Incentive Plan, as amended (the "Plan"), and are incorporated herein by reference.  In the case of a conflict between these Terms and Conditions and the terms of the Plan, the provisions of the Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the Plan.

            2.         Upon the termination of your employment with the Company or a Subsidiary, your right to exercise the Options shall be only as follows:

(a)        If your employment is terminated by Retirement (as such term is defined in the Plan or determined under local law), you or your estate (in the event of your death after such termination) shall have the right, at any time on or prior to [ten years from date of grant] to exercise the Options with respect to all or any part of the Shares subject thereto, regardless of whether the right to purchase Shares had accrued on or before the last day on which you were an Employee of the Company or any Subsidiary.

            (b)     If your employment is terminated by reason of Disability (as such term is defined in the Plan or determined under local law) or death, your estate shall have the right, for a period of one year following such termination, to exercise the Options with respect to all or any part of the Shares subject thereto, regardless of whether the right to purchase such Shares had accrued on or before the date of such termination.

(c)        If you cease to be an Employee of the Company or a Subsidiary for any reason other than those provided in (a) or (b) above, you or your estate (in the event of your death after such termination) may, within the thirty (30)-day period following such termination, exercise the Options with respect to only such number of Shares as to which the right of exercise had accrued on or before the Termination Date (which is defined in the Plan as the earliest of (i) the date on which notice of termination is provided to you, (ii) the last day of your active service with the Company or a Subsidiary or (iii) the last day on which you are an Employee of the Company or a Subsidiary, as determined in each case without including any required advance notice period and irrespective of the status of the termination under local labor or employment laws) unless the Committee determines that the Options shall be exercisable as to a greater portion thereof.

(d)        Notwithstanding the foregoing, the Options shall not be exercisable in whole or in part (i) after [ten years from date of grant], or (ii) except as provided in Section 3(c) hereof or in the event of termination of employment because of Disability, Retirement or death, unless you shall have continued in the employ of the Company or one of its Subsidiaries for one (1) year following the date of grant of the Options.

(e)        Notwithstanding the foregoing, if you are eligible for Retirement but cease to be an Employee of the Company or a Subsidiary for any other r


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