0001193125-12-292087 Sample Contracts

LVB ACQUISITION, INC. MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 6, 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”).

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RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • July 2nd, 2012 • LVB Acquisition, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS RESTRICTED STOCK UNIT GRANT AGREEMENT (“Agreement”), made as of the day of , 2012 between LVB Acquisition, Inc. (the “Company”) and (the “Participant”).

LVB ACQUISITION, INC. AGREEMENT TO TERMS OF ELECTION
LVB 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 Offer.

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