under any securities exchange requirements or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of
Shares pursuant to the PSUs, the PSUs may not be vested in whole or in part unless such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of
Directors.
18.The grant of the PSUs shall not confer upon you any right to continue in the employ of your
Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall
have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the
PSUs until the date of issuance of such Shares.
19.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended,
cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the PSUs under the
2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of PSUs or
any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any, will be
at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the
number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination
of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your employment
with your Employer.
20.Your participation in the 2011 Plan is voluntary. The value of the PSUs and any other awards
granted under the 2011 Plan is an extraordinary item of compensation outside the scope of your employment
(and your employment contract, if any). Any grant under the 2011 Plan, including the grant of the PSUs, is not
part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, holiday pay, bonuses, long-service awards, pension, or retirement benefits or similar
payments.
21.The PSUs are granted solely by the Company. Your Employer and any other Subsidiary are not a
party to these Terms and Conditions, and any rights you may have under these Terms and Conditions may be
raised only against the Company (and may not be raised against your Employer or any other Subsidiary).
22.These Terms and Conditions shall bind and inure to the benefit of the Company, its successors
and assigns and you and your estate in the event of your death.
23.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants PSUs
under the 2011 Plan to employees of the Company and Subsidiaries in its sole discretion. In conjunction with
the Company's grant of the PSUs under the 2011 Plan and its ongoing administration of such awards, the
Company is providing the following information about its data collection, processing and transfer practices
("Personal Data Activities"). In accepting the grant of the PSUs, you expressly and explicitly consent to the
Personal Data Activities as described herein.
(a)The Company collects, processes and uses your personal data, including your name, home
address, email address, and telephone number, date of birth, social insurance number or other identification
number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all PSUs or
any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which
the Company receives from you or your Employer. In granting the PSUs under the 2011 Plan, the Company will
collect your personal data for purposes of allocating Shares and implementing, administering and managing the
2011 Plan. The Company's legal basis for the collection, processing and usage of your personal data is your
consent.
(b)The Company transfers your personal data to the Stock Plan Administrator. In the future,
the Company may select a different Stock Plan Administrator and share your personal data with another
company that serves in a similar manner, including, but not limited to, the Company's outside legal counsel as
well as the Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is not
already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on
separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your
ability to participate in the 2011 Plan.
(c)The Company and the Stock Plan Administrator are based in the United States. You should
note that your country of residence may have enacted data privacy laws that are different from the United
States. The Company's legal basis for the transfer of your personal data to the United States is your consent.