Ex 4(xxv) 12.31.2025 10K

Exhibit 4(xxv)

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Description of Capital Stock

The following description is a summary of certain terms of the capital stock of Stryker

Corporation (“Stryker” or the “Company”). It does not purport to be complete and is subject in

all respects to the applicable provisions of the Michigan Business Corporation Act, as amended,

or the MBCA, our Restated Articles of Incorporation, as amended, or our articles, and our

Bylaws, as amended, or our bylaws. As used in this exhibit, and except where the context

otherwise requires, “we,” “us,” and “our” refer to Stryker Corporation.

Capital Stock

Our authorized capital stock consists of (1) 1,000,000,000 shares of common stock, $0.10

par value per share and (2) 500,000 shares of preferred stock, $1.00 par value per share.

Common Stock

Each share of common stock entitles the holder thereof to one vote for each share held by

it of record on each matter submitted to a vote. Other than the election of directors, if an action is

to be taken by vote of the shareholders, it will be authorized by a majority of the votes cast by the

holders of shares entitled to vote on the action, unless a greater vote is required in our articles or

bylaws. Directors are elected by a majority of the votes cast by the holders of shares entitled to

vote (and for such purpose, a majority of the votes cast means that the number of shares voted

“for” a nominee must exceed the number of votes cast “against” that nominee); provided,

however, that if as of the record date for a meeting at which directors will be elected, there are

more nominees than positions on the board of directors to be filled by election at such meeting,

each director shall be elected by a plurality of the votes cast at the election.

Subject to the prior payment or provision therefor of dividends on the preferred stock, if

any, holders of the common stock are entitled to receive ratably such dividends, if any, as may be

declared from time to time by our Board of Directors out of funds legally available therefor.

Holders of our common stock have no conversion, preemptive or other rights to subscribe for

any securities of ours, and there are no redemption or sinking fund provisions with respect to

such shares. In the event of any liquidation, dissolution or distribution of our assets and after

satisfaction of the preferential requirements of the preferred stock, if any, holders of common

stock will be entitled to share ratably in the distribution of the remaining assets of the Company

available for distribution. The rights, preferences and privileges of holders of common stock are

subject to applicable law and the rights of the holders of any shares of preferred stock and any

additional classes of stock that we may issue in the future.

Preferred Stock

Our articles authorize our Board of Directors to issue up to 500,000 shares of preferred

stock in one or more series, with such distinctive designation or title and in such number of

shares as may be authorized by our Board of Directors. Our Board of Directors is authorized to

prescribe the relative rights and preferences of each series, and the limitations applicable thereto,

Exhibit 4(xxv)

including but not limited to the following: (1) the voting powers, full, special, or limited, or no

voting powers of each such series; (2) the rate, terms and conditions on which dividends will be

paid, whether such dividends will be cumulative, and what preference such dividends shall have

in relation to the dividends on other series or classes of stock; (3) the rights, terms and

conditions, if any, for conversion of such series of preferred stock into shares of other series or

classes of stock; (4) any right of the Company to redeem the shares of such series of preferred

stock, and the price, time and conditions of such redemption, including the provisions for any

sinking fund; and (5) the rights of holders of such series of preferred stock in relation to the

rights of other series and classes of stock upon the liquidation, dissolution or distribution of our

assets. Unless otherwise provided by our Board of Directors, upon repurchase by the Company,

redemption or conversion, shares of preferred stock will revert to authorized but unissued shares

and may be reissued as shares of any series of preferred stock.

Limitation of Liability

Our articles provide that, to the full extent authorized or permitted by the MBCA,

directors of Stryker will not be personally liable to Stryker or its shareholders for any acts or

omissions in such person’s capacity as a director. Such limitation of liability does not affect the

availability of equitable remedies such as injunctive relief or rescission. These provisions will

not limit the liability of directors under federal securities laws.

Certain Statutory, Articles and Bylaw Provisions Affecting Shareholders

Certain provisions in our articles and bylaws and the MBCA may have the effect of

delaying, deferring or preventing a change of control of the Company or may operate only with

respect to extraordinary corporate transactions involving the Company.

Business Combination Act

We are subject to the provisions of Chapter 7A of the MBCA, which provides that

business combinations between a Michigan corporation and a beneficial owner of shares entitled

to 10% or more of the voting power of such corporation generally require the affirmative vote of

90% of the votes of each class of stock entitled to vote and not less than two-thirds of each class

of stock entitled to vote (excluding voting shares owned by such 10% owner). Chapter 7A

defines a “business combination” to encompass any merger, conversion, consolidation, share

exchange, sale, lease, transfer or other disposition of assets, stock issue, liquidation, dissolution

or reclassification of securities involving an interested shareholder or certain affiliates. An

“interested shareholder” is generally any person who owns 10% or more of the voting shares of

the corporation. An “affiliate” is a person who directly or indirectly controls, is controlled by, or

is under common control with, a specified person. Such requirements do not apply if the

transaction satisfies fairness standards, other specified conditions are met and the interested

shareholder has been such for at least five years.

Article and Bylaw Provisions

Our articles and bylaws include a number of provisions that may have the effect of

encouraging persons considering unsolicited tender offers or other unilateral takeover proposals

to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

These provisions include an advance notice requirement for director nominations and actions to

Exhibit 4(xxv)

be taken at annual meetings of shareholders and the availability of authorized but unissued blank

check preferred stock.

Advance Notice Requirement

Our bylaws set forth advance notice procedures with regard to shareholder proposals

relating to the nomination of candidates for election as directors or new business to be presented

at meetings of shareholders. These procedures provide that notice of such shareholder proposals

must be timely given in writing to the secretary of Stryker prior to the meeting at which the

action is to be taken. Generally, to be timely, notice must be received at the principal executive

offices of Stryker not less than 90 days nor more than 120 days prior to the meeting. The advance

notice requirement does not give the Board of Directors any power to approve or

disapprove shareholder director nominations or proposals but may have the effect of precluding

the consideration of certain business at a meeting if the proper notice procedures are not

followed.

Special Meetings of Shareholders

Under our bylaws, special meetings of shareholders may be called by the chair of our

Board of Directors, our chief executive officer, our president or by order of our Board of

Directors. Our bylaws provide that a special meeting of the shareholders shall be called by the

chief executive officer upon written request of one or more record holders of shares of our

common stock representing not less than 25% of our issued and outstanding shares of common

stock.

Blank Check Preferred Stock

Our preferred stock could be deemed to have an anti-takeover effect in that, if a hostile

takeover situation should arise, shares of preferred stock could be issued to purchasers

sympathetic with our management or others in such a way as to render more difficult or to

discourage a merger, tender offer, proxy contest, the assumption of control by a holder of a large

block of our securities or the removal of incumbent management.

The effects of the issuance of one or more series of the preferred stock on the holders of

our common stock could include:

1.reduction of the amount otherwise available for payments of dividends on common stock

if dividends are payable on the series of preferred stock;

2.restrictions on dividends on our common stock if dividends on the series of preferred

stock are in arrears;

3.dilution of the voting power of our common stock if the series of preferred stock has

voting rights, including a possible “veto” power if the series of preferred stock has class

voting rights;

4.dilution of the equity interest of holders of our common stock if the series of preferred

stock is convertible, and is converted, into our common stock; and

5.restrictions on the rights of holders of our common stock to share in our assets upon

liquidation until satisfaction of any liquidation preference granted to the holders of the

series of preferred stock.

Exhibit 4(xxv)

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC.

Listing

Our common stock is listed on the New York Stock Exchange under the symbol “SYK.”

Exhibit 4(xxv)

Description of Debt Securities:

2.125% Notes due 2027

2.625% Notes due 2030

The Company’s 2.125% Notes due 2027 (the “2027 notes”) and the Company’s 2.625% Notes

due 2030 (the “2030 notes” and, together with the 2027 notes, the “notes”) were issued under a

base indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust

Company, National Association, as trustee, as supplemented by the applicable supplemental

indenture governing a particular series of notes (as so supplemented, the “Indenture”). This

summary is subject to and qualified in its entirety by reference to all of the provisions of the

Indenture and the notes, including definitions of certain terms used in the Indenture and the

notes.

General

The 2027 notes and the 2030 notes were issued as separate series of debt securities under

the Indenture. The notes are senior unsecured obligations of ours and rank equally in right of

payment with our other existing and future senior unsecured indebtedness. The notes are not

secured by any of our assets. Any future claims of our secured lenders with respect to assets

securing their loans will be prior to any claim of the holders of the notes with respect to those

assets. Holders of secured debt that we have now or may issue in the future may foreclose on the

assets securing such debt, reducing the cash flow from the foreclosed property available for

payment of unsecured debt, including the notes. Holders of our secured debt also would have

priority over unsecured creditors in the event of our bankruptcy, liquidation or similar

proceeding to the extent of the value of the collateral securing such debt. The notes are

structurally subordinated to all liabilities of our subsidiaries, including trade payables. Because

we conduct many of our operations through our subsidiaries, our right to participate in any

distribution of the assets of a subsidiary when it winds up its business is subject to the prior

claims of the creditors of that subsidiary. This means that your right to payment as a holder of

our notes is also subject to the prior claims of these creditors if a subsidiary liquidates or

reorganizes or otherwise winds up its business. If we are a creditor of any of our subsidiaries, our

right as a creditor would be subordinated to any security interest in the assets of those

subsidiaries and any indebtedness of our subsidiaries senior in right of payment to that held by

us.

The Indenture does not limit the amount of notes, unsecured debentures or other

evidences of indebtedness that we may issue under the Indenture and provides that notes,

unsecured debentures or other evidences of indebtedness may be issued from time to time in one

or more series. We may from time to time, without notice to or the consent of the holders of the

notes, create and issue additional notes of any series having the same ranking and terms and

conditions as the notes of the same series, except for the issue date, the public offering price and,

in some cases, the first interest payment date. Any additional notes having such similar terms,

together with the notes offered of the same series, will constitute a single series of securities

under the Indenture.

Exhibit 4(xxv)

We issued the notes in fully registered book-entry form without coupons and in

denominations of €100,000 and integral multiples of €1,000 thereafter.

Principal of and interest on the notes are payable, and the notes are transferable or

exchangeable, at the office or offices or agency maintained by us for these purposes. Payment of

interest on the notes may be made at our option by check mailed to the registered holders thereof.

The 2027 notes and the 2030 notes are listed on the New York Stock Exchange under the

symbols “SYK27,” and “SYK30,” respectively. We have no obligation to maintain such listings,

and we may delist any series of the notes at any time.

U.S. Bank Trust Company, National Association is registrar and transfer agent for the

notes. Upon notice to the trustee, we may change the registrar or transfer agent.

Interest

The 2027 notes and the 2030 notes bear interest from the date of issuance, payable

annually on November 30 of each year, beginning November 30, 2019, to the persons in whose

names such notes are registered at the close of business on the business day (for this purpose, a

day on which Clearstream and Euroclear are open for business) immediately preceding the

relevant interest payment. Interest on the notes is computed on the basis of the actual number of

days in the period for which interest is being calculated and the actual number of days from and

including the last date on which interest was paid on the notes, to, but excluding, the next

scheduled interest payment date. This payment convention is referred to as Actual/Actual

(ICMA) as defined in the rulebook of the International Capital Market Association.

If any interest payment date would otherwise be a day that is not a business day, such

interest payment date will be postponed to the next date that is a business day and no interest will

accrue on the amounts payable from and after such interest payment date to the next business

day. If the maturity date of any series of the notes falls on a day that is not a business day, the

related payment of principal, premium, if any, and interest will be made on the next business day

as if it were made on the date such payment was due, and no interest will accrue on the amounts

so payable for the period from and after such date to the next business day.

Business Day

For purposes of the notes, a “business day” is any day that is not a Saturday, Sunday or

other day on which banking institutions in New York City, London or another place of payment

on the notes are authorized or required by law to close and on which the Trans-European

Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or

any successor thereto, is open.

Issuance in euro

All payments of interest, premium, if any, and principal, including payments made upon

any redemption or repurchase of the notes, will be made in euro; provided that if the euro is

unavailable to us due to the imposition of exchange controls or other circumstances beyond our

Exhibit 4(xxv)

control or if the euro is no longer being used by the then member states of the European

Monetary Union that have adopted the euro as their currency or for the settlement of

transactions by public institutions of or within the international banking community, then all

payments in respect of the notes will be made in U.S. dollars until the euro is again available to

us or so used. In such circumstances, the amount payable on any date in euro will be converted

into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System

as of the close of business on the second business day prior to the relevant payment date or, if the

Board of Governors of the Federal Reserve System has not announced a rate of conversion, on

the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal

on or prior to the second business day prior to the relevant payment date or, in the event The

Wall Street Journal has not published such exchange rate, the rate is determined in our sole

discretion on the basis of the most recently available market exchange rate for the euro. Any

payment in respect of the notes so made in U.S. dollars does not constitute an Event of Default

(as defined in the Indenture). Neither the trustee nor the paying agent shall have any

responsibility for any calculation or conversion in connection with the foregoing.

Optional Redemption

We may redeem the notes prior to August 31, 2027 in the case of the 2027 notes and

August 31, 2030 in the case of the 2030 notes, in whole, at any time, or in part, from time to

time, at our option, for cash, at a redemption price equal to the greater of:

1) 100% of the principal amount of the applicable series of the notes to be redeemed; or

2) an amount determined by the Quotation Agent (as defined below) equal to the sum of the

present values of the remaining scheduled payments of principal, premium, if any, and interest

thereon (not including any portion of such payments of interest accrued to the date of

redemption) to August 31, 2027 with respect to the 2027 notes and August 31, 2030 with respect

to the 2030 notes, discounted to the date of redemption on an annual basis (Actual/Actual

(ICMA) at the Comparable Government Bond Rate (as defined below), plus 30 basis points with

respect to the 2027 notes and 35 basis points with respect to the 2030 notes, plus accrued and

unpaid interest thereon to, but not including, the date of redemption.

On or after August 31, 2027, in the case of the 2027 notes and August 31, 2030, in the

case of the 2030 notes, we may redeem the applicable series of the notes, in whole, at any time,

or in part, from time to time, at our option, for cash, at a redemption price equal to 100% of the

principal amount of such series of the notes, plus accrued and unpaid interest to, but not

including, the redemption date.

The principal amount of any note remaining outstanding after a redemption in part shall

be €100,000 or a higher integral multiple of €1,000. Notwithstanding the foregoing, installments

of interest on any series of the notes that are due and payable on interest payment dates falling on

or prior to a redemption date will be payable on the interest payment date to the registered

holders as of the close of business on the relevant record date.

“Comparable Government Bond” means, in relation to any Comparable Government

Bond Rate calculation, at the discretion of an independent investment bank selected by us (the

Exhibit 4(xxv)

“Quotation Agent”), a German government bund whose maturity is closest to the par call date, or

if such Quotation Agent in its discretion determines that such similar bond is not in issue, such

other German government bund as such Quotation Agent may, with the advice of three brokers

of, and/or market makers in, German government bunds selected by us, determine to be

appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the price, expressed as a percentage

(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross

redemption yield on the notes to be redeemed, if they were to be purchased at such price on the

third business day prior to the date fixed for redemption, would be equal to the gross redemption

yield on such business day of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on

such business day as determined by the Quotation Agent selected by us.

Notice of any redemption will be mailed (or, in the case of notes held in book-entry form,

be transmitted electronically) at least 10 days but not more than 60 days before the redemption

date to each registered holder of the applicable series of the notes to be redeemed. Unless we

default in payment of the redemption price, on and after the redemption date, interest will cease

to accrue on the applicable series of the notes or portions thereof called for redemption. If less

than all of the applicable series of the notes are to be redeemed, the notes to be redeemed will be

selected by the trustee in accordance with the standard procedures of the depositary. If the notes

to be redeemed are not global notes then held by Euroclear or Clearstream, the trustee will select

the notes to be redeemed on a pro rata basis. If the notes are listed on the NYSE or any other

national securities exchange, the trustee will select notes in compliance with the requirements of

the NYSE or other principal national securities exchange on which the notes are listed.

Notwithstanding the foregoing, if less than all of a series of notes are to be redeemed, no

notes of such series of a principal amount of €100,000 or less shall be redeemed in part. If money

sufficient to pay the redemption price on the series of notes (or portions thereof) to be redeemed

on the redemption date is deposited with the paying agent on or before the redemption date and

certain other conditions are satisfied, then on and after such redemption date, interest will cease

to accrue on such series of the notes (or such portion thereof) called for redemption.

Optional Redemption for Tax Reasons

The notes of any series may be redeemed at our option in whole, but not in part, on not

less than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of such series,

together with accrued and unpaid interest, if any, to, but excluding, the redemption date if, as a

result of any change in, or amendment to, the laws, regulations or rulings of the United States (or

any political subdivision or taxing authority thereof or therein having power to tax), or any

change in official position regarding application or interpretation of those laws, regulations or

rulings (including a holding by a court of competent jurisdiction), which change, amendment,

application or interpretation is announced or becomes effective on or after the original issue date

with respect to the notes, we become or, based upon a written opinion of independent counsel

selected by us, will become obligated to pay additional amounts as described below in “—

Payment of Additional Amounts.”

Exhibit 4(xxv)

Payment of Additional Amounts

All payments of principal, interest, and premium, if any, in respect of the notes will be

made free and clear of, and without withholding or deduction for, any present or future taxes,

assessments, duties or governmental charges of whatever nature imposed, levied or collected by

the United States (or any political subdivision or taxing authority thereof or therein having power

to tax), unless such withholding or deduction is required by law or the official interpretation or

administration thereof.

We will, subject to the exceptions and limitations set forth below, pay as additional

interest in respect of the notes such additional amounts as are necessary in order that the net

payment by us of the principal of, premium, if any, and interest in respect of the notes to a holder

who is not a United States person (as defined below), after withholding or deduction for any

present or future tax, assessment, duties or other governmental charge imposed by the United

States (or any political subdivision or taxing authority thereof or therein having power to tax),

will not be less than the amount provided in the notes to be then due and payable; provided,

however, that the foregoing obligation to pay additional amounts shall not apply:

1) to the extent any tax, assessment or other governmental charge would not have been imposed

but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a

fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,

trust, partnership or corporation, or a person holding a power over an estate or trust administered

by a fiduciary holder, being considered as:

a) being or having been engaged in a trade or business in the United States or having or

having had a permanent establishment in the United States;

b) having a current or former connection with the United States (other than a connection

arising solely as a result of the ownership of the notes, the receipt of any payment in respect of

the notes or the enforcement of any rights hereunder), including being or having been a citizen or

resident of the United States;

c) being or having been a personal holding company, a passive foreign investment company

or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt

organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax;

d) being or having been a “10-percent shareholder” of the Company as defined in section

871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any

successor provision; or

e) being a bank receiving payments on an extension of credit made pursuant to a loan

agreement entered into in the ordinary course of its trade or business, as described in section

881(c)(3)(A) of the Code or any successor provision;

2) to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or

that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but

only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with

respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability

company or other fiscally transparent entity would not have been entitled to the payment of an

additional amount had the beneficiary, settlor, beneficial owner or member received directly its

beneficial or distributive share of the payment;

Exhibit 4(xxv)

3) to the extent any tax, assessment or other governmental charge that would not have been

imposed but for the failure of the holder or any other person to comply with certification,

identification or information reporting requirements concerning the nationality, residence,

identity or connection with the United States of the holder or beneficial owner of the notes, if

compliance is required by statute, by regulation of the United States or any taxing authority

therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

4) to any tax, assessment or other governmental charge that is imposed otherwise than by

withholding by us or a paying agent from the payment;

5) to any tax, assessment or other governmental charge required to be withheld by any paying

agent from any payment of principal of or interest on any notes, if such payment can be made

without such withholding by any other paying agent;

6) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or

similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of

notes;

7) to the extent any tax, assessment or other governmental charge would not have been imposed

but for the presentation by the holder of any note, where presentation is required, for payment on

a date more than 30 days after the date on which payment became due and payable or the date on

which payment thereof is duly provided for, whichever occurs later except to the extent that the

beneficiary or holder thereof would have been entitled to the payment of additional amounts had

such note been presented for payment on any day during such 30-day period;

8) to any tax, assessment or other governmental charge imposed under sections 1471 through

1474 of the Code (or any amended or successor provisions), any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the

Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement entered into in connection with the implementation of such

sections of the Code, whether currently in effect or as published and amended from time to time;

9) to any tax, assessment or other governmental charge that is imposed or withheld solely by

reason of a change in law, regulation, or administrative or judicial interpretation that becomes

effective more than 15 days after the payment becomes due or is duly provided for, whichever

occurs later; or

10) in the case of any combination of the above numbered items.

The notes are subject in all cases to any tax, fiscal or other law or regulation or

administrative or judicial interpretation applicable to the notes. Except as specifically provided

under this heading “—Payment of Additional Amounts,” we are not required to make any

payment for any tax, assessment or other governmental charge imposed by any government or a

political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “—Payment of Additional Amounts” and under the heading

“—Optional Redemption for Tax Reasons,” the term “United States” means the United States of

America, its territories and possessions, the states of the United States and the District of

Columbia, and the term “United States person” means (i) any individual who is a citizen or

resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership

or other entity created or organized in or under the laws of the United States, any state of the

Exhibit 4(xxv)

United States or the District of Columbia (other than a partnership that is not treated as a United

States person for United States federal income tax purposes), (iii) any estate the income of which

is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United

States court can exercise primary supervision over the administration of the trust and one or more

United States persons can control all substantial trust decisions, or if a valid election is in place

to treat the trust as a United States person.

Repurchase at the Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs in respect of a series

of notes, unless we have exercised our right to redeem the notes of such series as described

above under “—Optional Redemption,” we will be required to make an offer (a “Change of

Control Offer”) to each holder of notes of such series to repurchase all or any part (in minimum

denominations of €100,000 and integral multiples of €1,000 original principal amount above that

amount) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate

principal amount of notes repurchased plus any accrued and unpaid interest on the notes

repurchased to, but not including, the date of such repurchase. Within 30 days following any

Change of Control Repurchase Event or, at our option, prior to any Change of Control (as

defined below), but after the public announcement of an impending Change of Control, we will

mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions

that constitute or may constitute the Change of Control Repurchase Event and offering to

repurchase notes on the payment date specified in the notice, which date will be no earlier than

30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed

prior to the date of consummation of the Change of Control, state that the offer to purchase is

conditioned on the Change of Control Repurchase Event occurring on or prior to the payment

date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act

of 1934, as amended, or the Exchange Act, and any other securities laws and regulations

thereunder, to the extent those laws and regulations are applicable in connection with the

repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the notes, we will comply with the applicable securities laws and

regulations and will not be deemed to have breached our obligations under the Change of Control

Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

1.accept for payment all notes or portions of notes (in minimum denominations of

€100,000 and integral multiples of €1,000 original principal amount above that amount)

properly tendered pursuant to our offer;

2.deposit with the paying agent an amount equal to the aggregate purchase price in respect

of all notes or portions of notes properly tendered; and

3.deliver or cause to be delivered to the trustee for cancellation the notes properly accepted,

together with an officers’ certificate stating the aggregate principal amount of notes being

repurchased by us.

Exhibit 4(xxv)

The paying agent will promptly mail to each holder of notes properly tendered the

purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each holder a new note equal in principal amount to any

unpurchased portion of any notes surrendered; provided, that each new note will be in minimum

denominations of €100,000 and integral multiples of €1,000 original principal amount above that

amount.

We will not be required to make a Change of Control Offer upon a Change of Control

Repurchase Event if (i) a third party makes such an offer in the manner, at the times and

otherwise in compliance with the requirements for a Change of Control Offer made by us and

such third party purchases all notes properly tendered and not withdrawn under its offer or (ii)

we have previously or concurrently mailed a redemption notice with respect to all of the

outstanding notes as described under “Optional Redemption” above.

If holders of not less than 90% in aggregate principal amount of the outstanding notes of

any series validly tender and do not withdraw such notes in a Change of Control Offer and we, or

any third party making such an offer in lieu of us as described above, purchases all of the notes

of such series validly tendered and not withdrawn by such holders, we or such third party will

have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such

notice is given not more than 30 days following such repurchase pursuant to the Change of

Control Offer described above, to redeem all notes of such series that remain outstanding

following such purchase on a date specified in such notice (the “Second Change of Control

Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of notes

of such series repurchased plus any accrued and unpaid interest on the notes repurchased to, but

not including, the Second Change of Control Payment Date.

We have no present intention to engage in a transaction involving a Change of Control,

although it is possible that we would decide to do so in the future. We could, in the future, enter

into certain transactions, including acquisitions, refinancings or other recapitalizations, that

would not constitute a Change of Control but that could increase the amount of debt outstanding

at such time or otherwise affect our capital structure or credit ratings.

Definitions

“Below Investment Grade Rating Event” means the notes of such series are rated below

Investment Grade by each of the Rating Agencies on any date during the period commencing

upon the first public notice of the occurrence of a Change of Control or our intention to effect a

Change of Control and ending 60 days following public notice of the occurrence of the related

Change of Control (which period shall be extended so long as the rating of the notes of such

series is under publicly announced consideration for possible downgrade by any of the Rating

Agencies, provided that no such extension shall occur if on such 60th day the notes of such series

are rated Investment Grade by at least one of such Rating Agency and are not subject to review

for possible downgrade by such Rating Agency); provided further that a Below Investment

Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be

deemed to have occurred in respect of a particular Change of Control (and thus shall not be

deemed a Below Investment Grade Rating Event for purposes of the definition of Change of

Exhibit 4(xxv)

Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to

which this definition would otherwise apply do not announce or publicly confirm or inform the

trustee in writing at its request that the reduction was the result, in whole or in part, of any event

or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of

Control (whether or not the applicable Change of Control shall have occurred at the time of the

Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

our assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

2) the adoption of a plan relating to our liquidation or dissolution;

3) the first day on which a majority of the members of our Board of Directors are not

Continuing Directors; or

4) the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act), other than us or one or more of our subsidiaries, becomes the beneficial

owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50%

of the then outstanding number of shares of our Voting Stock.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of

Control if (a) we become a direct or indirect wholly-owned subsidiary of a holding company and

(b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of

the holding company are substantially the same as the holders of our Voting Stock immediately

prior to that transaction or (ii) immediately following that transaction, no person is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of

Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of our Board

of Directors who (1) was a member of such Board of Directors on the date of the issuance of the

notes; or (2) was nominated for election, elected or appointed to such Board of Directors with the

approval of a majority of the Continuing Directors who were members of such Board of

Directors at the time of such nomination, election or appointment (either by a specific vote or by

approval of our proxy statement in which such member was named as a nominee for election as a

director). “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent

under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) or the equivalent investment grade

credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation,

and its successors.

Exhibit 4(xxv)

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or

S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons

outside of our control, a “nationally recognized statistical rating organization” within the

meaning of Section 3(a)(62) under the Exchange Act, selected by us as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc. and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such

person that is at the time entitled to vote generally in the election of the board of directors of such

person. The definition of “Change of Control” includes a phrase relating to the direct or indirect

sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and those

of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting

the phrase “substantially all,” there is no precise established definition of the phrase under

applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes

as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the

assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

Certain Covenants

Limitation on Liens

The Indenture contains a covenant that we will not, and we will not permit any of our

Restricted Subsidiaries to, issue, assume or guarantee any Indebtedness secured by any Mortgage

upon any of our Principal Properties or those of any of our Restricted Subsidiaries without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes) with such Indebtedness.

This covenant will not prevent us or any of our Restricted Subsidiaries from issuing,

assuming or guaranteeing:

1.any purchase money mortgage on such Principal Property prior to, simultaneously with

or within 180 days after the later of (1) the acquisition or completion of construction or

completion of substantial reconstruction, renovation, remodeling, expansion or

improvement (each, a substantial improvement”) of such Principal Property or (2) the

placing in operation of such property after the acquisition or completion of any such

construction or substantial improvement;

2.Mortgages on a Principal Property existing at the time of acquisition, including

acquisition through merger or consolidation;

3.Mortgages existing on the date of the initial issuance of the notes, Mortgages on assets of

a corporation or other business entity existing on the date it becomes a Restricted

Subsidiary or is merged or consolidated with us or a Restricted Subsidiary or at the time

the corporation or the business entity sells, leases or otherwise disposes of its property as

an entirety or substantially as an entirety to us or a Restricted Subsidiary or Mortgages on

the assets of a Subsidiary that is newly designated as a Restricted Subsidiary if the

Mortgage would have been permitted under the provisions of this paragraph if such

Mortgage was created while the Subsidiary was a Restricted Subsidiary;

Exhibit 4(xxv)

4.Mortgages in favor of us or a Restricted Subsidiary;

5.Mortgages for taxes, assessments or governmental charges or levies that are not

delinquent or that are being contested in good faith;

6.Carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanic’s, landlords’ and other

similar Mortgages arising in ordinary course of business that are not delinquent or remain

payable without penalty or that are being contested in good faith;

7.Mortgages (other than any Mortgage imposed by the Employee Retirement Income

Security Act of 1974) consisting of pledges or deposits required in the ordinary course of

business in connection with workers’ compensation, unemployment insurance and other

social security legislation;

8.Easements, rights-of-way, restrictions, encroachments, imperfections and other similar

encumbrances affecting real property that, in the aggregate, are not substantial in amount

and do not in any case materially detract from the value of the Principal Property subject

thereto or materially interfere with the ordinary conduct of our and our Subsidiaries’

business, taken as a whole;

9.Mortgages arising by reason of deposits with, or the giving of any form of security to,

any governmental agency or anybody created or approved by law or governmental

regulation, including any zoning or similar law or right reserved to or vested in any

governmental office or agency to control or regulate the use of any real property;

10.Mortgages arising from filing Uniform Commercial Code financing statements relating

solely to leases; and

11.Mortgages to secure Indebtedness incurred to extend, renew, refinance or replace

Indebtedness secured by any Mortgages referred to above, provided that the principal

amount of the extended, renewed, refinanced or replaced Indebtedness does not exceed

the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus

transaction costs and fees, and that any such Mortgage applies only to the same property

or assets subject to the prior permitted Mortgage (and, in the case of real property,

improvements).

Limitations on Sale and Leaseback Transactions

The Indenture contains a covenant that we will not, and will not permit our Restricted

Subsidiaries to, enter into any arrangement with any person providing for the leasing by us or

any Restricted Subsidiary of any Principal Property owned or acquired thereafter that has been or

is to be sold or transferred by us or such Restricted Subsidiary to such person with the intention

of taking back a lease of such Principal Property, a “sale and leaseback transaction,” without

equally and ratably securing the notes (and, if we shall so determine, any other Indebtedness

ranking equally with the notes), unless:

1.within 180 days after the receipt of the proceeds of the sale or transfer, we or any

Restricted Subsidiary apply an amount equal to the greater of the net proceeds of the sale

or transfer or the fair value of such Principal Property at the time of such sale or transfer

to any (or a combination) of (1) the prepayment or retirement (other than any mandatory

prepayment or retirement) of our Senior Funded Debt or (2) the purchase, construction,

development, expansion or improvement of other comparable property, subject in each

case to credits for voluntary retirements of Senior Funded Debt; or

Exhibit 4(xxv)

2.we or such Restricted Subsidiary would be entitled, at the effective date of the sale or

transfer, to incur Indebtedness secured by a Mortgage on such Principal Property, in an

amount at least equal to the Attributable Debt in respect of the sale and leaseback

transaction, without equally and ratably securing the notes pursuant to “—Limitation on

Liens” described above.

The foregoing restriction will not apply to:

1.any sale and leaseback transaction for a term of not more than three years including

renewals;

2.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within three years after the later of (1)

the date of the issuance of the notes under the Supplemental Indenture, or (2) the date

such Principal Property was acquired;

3.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within 180 days after the later of the date

such property was acquired and, if applicable, the date such property was first placed in

operation; or

4.any sale and leaseback transaction between us and a Restricted Subsidiary or between

Restricted Subsidiaries.

Exception to Limitations for Exempted Debt

Notwithstanding the limitations in the Indenture on liens and sale and leaseback

transactions, we or our Restricted Subsidiaries may, in addition to amounts permitted under such

restrictions and without equally and ratably securing the notes, create or assume and renew,

extend or replace Mortgages, or enter into sale and leaseback transactions without any obligation

to retire any Senior Funded Debt of us or any Restricted Subsidiary, provided that at the time of

such creation, assumption, renewal, extension or replacement of a Mortgage or at the time of

entering into such sale and leaseback transactions, and after giving effect thereto, Exempted Debt

does not exceed 15% of our Consolidated Net Tangible Assets.

Definitions

For purposes of the Indenture:

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of

determination, the present value (discounted at the imputed rate of interest of such transaction as

determined in good faith by us) of the obligation of the lessee for net rental payments during the

remaining term of the lease included in such sale and leaseback transaction (including any period

for which such lease has been extended or may, at the option of the lessor, be extended). The

term “net rental payments” under any lease for any period means the sum of the rental and other

payments required to be paid in such period by the lessee thereunder, not including any amounts

required to be paid by such lessee (whether or not designated as rental or additional rent) on

account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges

required to be paid by such lessee thereunder or any amount required to be paid by lessee

thereunder contingent upon the amount of maintenance and repairs, insurance, taxes,

assessments, water rates or similar charges. In the case of any lease that is terminable by the

Exhibit 4(xxv)

lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount

determined assuming termination upon the first date such lease may be terminated (in which case

the net amount shall also include the amount of the penalty, but shall not include any rent that

would be required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or (y) the net amount determined assuming no such termination.

“Consolidated Net Tangible Assets” means the total amounts of assets (less depreciation

and valuation reserves and other reserves and items deductible from gross book value of specific

asset accounts under generally accepted accounting principles) that under generally accepted

accounting principles would be included on a consolidated balance sheet of us and our

consolidated Restricted Subsidiaries after deducting (1) all current liabilities, excluding current

liabilities that could be classified as long-term debt under generally accepted accounting

principles and current liabilities that are by their terms extendable or renewable at the obligor’s

option to a time more than 12 months after the time as of which the amount of current liabilities

is being computed; (2) investments in Unrestricted Subsidiaries; and (3) all trade names,

trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,

deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents

and similar items and tangible assets being amortized, and amortized debt discount and expense,

less unamortized premium.

“Exempted Debt” means the sum of the following items outstanding as of the date

Exempted Debt is being determined (1) Indebtedness of us and our Restricted Subsidiaries

secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt

of us and our Restricted Subsidiaries in respect of all sale and leaseback transactions not

permitted under the Indenture.

“Funded Debt” means Indebtedness that matures more than one year from the date of

creation, or that is extendable or renewable at the sole option of the obligor so that it may

become payable more than one year from such date. Funded Debt does not include (1)

obligations created pursuant to leases, (2) any Indebtedness or portion thereof maturing by its

terms within one year from the time of any computation of the amount of outstanding

Funded Debt unless such Indebtedness shall be extendable or renewable at the sole option of the

obligor in such manner that it may become payable more than one year from such time, or (3)

any Indebtedness for the payment or redemption of which money in the necessary amount shall

have been deposited in trust either at or before the maturity date thereof.

“Indebtedness” means any and all of the obligations of a person for money borrowed that

in accordance with generally accepted accounting principles would be reflected on the balance

sheet of such person as a liability as of the date of which the Indebtedness is to be determined.

For the avoidance of doubt, a change in generally accepted accounting principles subsequent to

the issue date of the notes shall not be deemed an incurrence of Indebtedness.

“Investment” means any investment in stock, evidences of Indebtedness, loans or

advances, however made or acquired, but does not include our account receivable or the accounts

receivable of any Restricted Subsidiary arising from transactions in the ordinary course of

Exhibit 4(xxv)

business, or any evidences of Indebtedness, loans or advance made in connection with the sale to

any Subsidiary of our accounts receivable or the accounts receivable of any Restricted Subsidiary

arising from transactions in the ordinary course of business.

“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.

“Principal Property” means all real property and improvements thereon owned by us or a

Restricted Subsidiary, including, without limitation, any manufacturing, warehouse, distribution

or research facility, and improvements therein, having a net book value in excess of 2% of

Consolidated Net Tangible Assets that is located within the United States, excluding its

territories and possessions and Puerto Rico. This term does not include any real

property and improvements thereon that our Board of Directors declares by resolution not to be

of material importance to the total business conducted by us and our Restricted Subsidiaries

taken as a whole.

“Restricted Subsidiary” means a Subsidiary that owns a Principal Property.

“Senior Funded Debt” means all Funded Debt (except Funded Debt, the payment of

which is subordinated to the payment of the notes).

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case

of a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly,

by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries or, in the

case of any partnership or other legal entity, more than 50% of the ordinary capital interests is, at

the time, directly or indirectly owned or controlled by us or by one or more other Subsidiaries.

For the purposes of this definition, “voting stock” means the equity interest that ordinarily has

voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity

interest has such voting power by reason of any contingency.

“Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or

transfer all or substantially all of our assets to another corporation, provided, among other things,

that (a) we are the surviving corporation or the corporation formed by or resulting from any such

consolidation or merger or the transferee of such assets shall be a corporation organized and

existing under the laws of the United States, any state thereof or the District of Columbia and

shall expressly assume by supplemental indenture payment of the principal of, and premium, if

any, and interest, if any, on the notes issued under the Indenture and the performance and

observance of the Indenture and (b) we or such successor corporation shall not immediately

thereafter be in default under the Indenture.

Exhibit 4(xxv)

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.default in the payment of any installment of interest on any series of notes for 30 days

after becoming due;

2.default in the payment of principal or premium, if any, of any series of notes when due;

3.default in the deposit of any sinking fund payment, when due;

4.default in the performance of any other covenant for 90 days after notice, which must be

sent by either the trustee or holders of 25% of the principal amount of the notes of the

affected series; and

5.certain events of bankruptcy, insolvency or reorganization.

If an Event of Default occurs and continues with respect to a series of notes, either the

trustee or the holders of at least 25% in principal amount of the outstanding notes of such series

may declare the entire principal amount of all of such series to be due and payable; provided that,

in the case of an Event of Default involving certain events of bankruptcy, insolvency or

reorganization, such acceleration is automatic; and, provided further, that after such acceleration,

but before a judgment or decree based on acceleration, the holders of a majority in aggregate

principal amount of the outstanding notes of that series may, subject to certain conditions,

rescind and annul such acceleration if all Events of Default, other than the nonpayment of

accelerated principal, have been cured or waived.

Description of Debt Securities:

0.750% Notes due 2029

1.000 % Notes due 2031

The Company’s 0.750% Notes due 2029 (the “2029 notes”) and 1.000% Notes due 2031

(the “2031 notes” and, together with the 2029 notes, the “notes”) were issued under a base

indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust Company,

National Association, as trustee, as supplemented by the applicable supplemental indenture

governing a particular series of notes (as so supplemented, the “Indenture”). This summary is

subject to and qualified in its entirety by reference to all of the provisions of the Indenture and

the notes, including definitions of certain terms used in the Indenture and the notes.

General

The notes were issued as separate series of debt securities under the Indenture. The notes

are senior unsecured obligations of ours and rank equally in right of payment with our other

existing and future senior unsecured indebtedness. The notes are not secured by any of our

assets. Any future claims of our secured lenders with respect to assets securing their loans will be

prior to any claim of the holders of the notes with respect to those assets. Holders of secured debt

that we have now or may issue in the future may foreclose on the assets securing such debt,

reducing the cash flow from the foreclosed property available for payment of unsecured debt,

Exhibit 4(xxv)

including the notes. Holders of our secured debt also would have priority over unsecured

creditors in the event of our bankruptcy, liquidation or similar proceeding to the extent of the

value of the collateral securing such debt. The notes are structurally subordinated to all liabilities

of our subsidiaries, including trade payables. Because we conduct many of our operations

through our subsidiaries, our right to participate in any distribution of the assets of a subsidiary

when it winds up its business is subject to the prior claims of the creditors of that subsidiary. This

means that your right to payment as a holder of our notes is also subject to the prior claims of

these creditors if a subsidiary liquidates or reorganizes or otherwise winds up its business. If we

are a creditor of any of our subsidiaries, our right as a creditor would be subordinated to any

security interest in the assets of those subsidiaries and any indebtedness of our subsidiaries senior

in right of payment to that held by us.