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