LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT FOR SENIOR EXECUTIVESManagement Stockholders’ Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 13, 2007, between LVB Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and each individual listed on Exhibit A attached hereto (the “Management Stockholder”).
LVB ACQUISITION, INC. AGREEMENT TO TERMS OF ELECTIONLVB Acquisition, Inc. • July 2nd, 2012 • Orthopedic, prosthetic & surgical appliances & supplies
If you would like to participate in this Offer, please indicate your election by signing the Election Form and submitting it by mail or hand delivery to the Company as noted on the Election Form by no later than 6:00 p.m. Eastern Daylight Time (“EDT”) on July 30, 2012, unless we extend the Offer. You may withdraw this election by submitting a new properly completed Election Form prior to 6:00 p.m. EDT on the completion date, which will be July 30, 2012, unless we extend the Exchange Offer.
FORM OF STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Options)Option Grant Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
WHEREAS, the Company has adopted and maintains the LVB Acquisition, Inc. Management Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its Affiliates and stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of and provide services for the Company or its Affiliates and to improve the growth and profitability of the Company;
