STRYKER

Stryker Corp 2014 Proxy

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25 Black-Scholes option pricing model assumptions that are discussed under the heading "Grant-Date Fair Value of Stock and Option Awards" beginning on page 26. Non-Equity Incentive Plan Compensation. The Non-Equity Incentive Plan Compensation column reflects the non-discretionary bonus plan amounts earned by the NEOs during the reported year and paid in February of the following year under our Executive Bonus Plan. This column also includes any portion of such payments that each NEO deferred into the 401(k) Plan and Supplemental Plan. The 2013 amount for Mr. Lobo includes an upward adjustment of $39,267 in recognition of the Company's business acquisition-related activities in 2013. The 2013 amount for Mr. Subrahmanian includes an upward adjustment of $10,815 in recognition of the performance of our Trauson business following its acquisition by the Company in March 2013. All Other Compensation. The All Other Compensation column includes the following items for 2013: • Stryker 401(k) Plan and Supplemental Plan matching contributions and discretionary contributions made in March 2014 pertaining to the 2013 Plan year, in amounts of $172,743, $17,850, $83,445, $99,887, $52,525 and $78,280 for Mr. Lobo, Mr. Jellison, Mr. Subrahmanian, Mr. Scannell, Mr. Floyd and Mr. Bergy, respectively. The value related to Mr. Jellison reflects only the discretionary contribution to the 401(k) Plan as he was not eligible to receive a 401(k) Plan matching contribution or Supplemental Plan matching and discretionary contributions pertaining to the 2013 Plan year. • Perquisites and personal benefits received by each NEO if the total was more than $10,000, per SEC disclosure rules. • In Mr. Lobo's case, the perquisites and personal benefits include costs associated with an executive physical examination, an allowance to cover the costs related to temporary housing and the aggregate incremental cost for one instance of usage of Company aircraft to travel to and from Kalamazoo, Michigan in order to allow Mr. Lobo and his immediate family members to become familiar with the community. There were no aggregate incremental costs to the Company associated with Mr. Lobo's family members accompanying him on these flights. The incremental cost is based on the average variable operating cost, which includes the cost of fuel, aircraft maintenance, engine reserves, crew travel, landing fees, ramp fees and other miscellaneous variable costs. Because the Company's corporate aircraft is used primarily for business travel, we excluded from this calculation pilot salaries, insurance, depreciation and other fixed costs that do not change based on usage. The benefit to Mr. Lobo associated with personal use of Company aircraft was imputed as 2013 income for tax purposes at Standard Industry Fare Level rates and he paid the associated taxes. Mr. Lobo also received tax gross-up payments totaling $15,625 related to the temporary housing allowance he received in 2013. • In Mr. Jellison's case, the perquisites and personal benefits include costs associated with an executive physical examination and expenses related to relocation ($102,772). Mr. Jellison also received tax gross-up payments totaling $51,511 related to the reimbursement of a portion of his relocation expenses. • In Mr. Subrahmanian's case, the perquisites and personal benefits include costs associated with an executive physical examination, Company-provided automobile and related expenses ($77,020), club memberships, a cost of living allowance to maintain an equivalent level of purchasing power in Singapore relative to the United States, certain basic housing allowances — rent, fees, and utilities ($174,929), transportation and temporary storage of household goods ($45,381), education allowances for his children ($79,612), tax preparation services related to his expatriate assignment and payments to the Singapore government pension program ($6,731). Additionally, we paid certain taxes to the Singapore and U.S. tax authorities on behalf of Mr. Subrahmanian in connection with his expatriate assignment ($243,405). Mr. Subrahmanian also received tax gross-up payments totaling $93,120 related to his expatriate assignment. • In Mr. Floyd's case, the perquisites and personal benefits include costs associated with an executive physical examination, a personal benefit attributed to certain meeting expenses associated with attending and presenting at an Orthopaedics division sales force meeting in 2013, expenses related to relocation ($254,611) and the aggregate incremental cost, calculated as summarized above with respect to Mr. Lobo, for usage of Company aircraft for one trip to commute from his prior residence to his primary work location in New Jersey and the cost of one chartered flight to return Mr. Floyd to his prior residence from one of the Company's business locations in Pennsylvania. Mr. Floyd also received tax gross-up payments relating to the reimbursement of a portion of his relocation expenses totaling $132,065. The Compensation Committee has directed that the Company avoid the use of tax gross-ups on perquisites and personal benefits for NEOs except for relocation expenses and items related to expatriate assignments and in isolated cases where particular circumstances warrant.

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