STRYKER

Stryker Corp Proxy Statement

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Table of Contents 31 Stock options granted since February 7, 2006 and awards of restricted stock units and performance stock units have the following treatment at various terminating events: Reason for Employment Termination: Vested Options Exercisable: Unvested Options or Units Are: Death or Disability For one year from termination Options and restricted stock units are 100% vested and options remain exercisable for one year. Performance stock units have prorated vesting through the termination date and are earned based on the performance through the most recently completed year. Retirement (1) Until original expiration date Options are 100% vested and exercisable until original expiration date. Unvested restricted stock units and performance stock units are forfeited upon retirement. Other Reasons For 30 days from termination Forfeited (2) ______________ (1) Retirement is defined for purposes of our stock plans as termination at or after age 65, or age 60 if the individual has been employed by us for at least 10 years. As of December 31, 2014, none of the NEOs met the age and service requirements for retirement as defined in the stock plans. (2) The estimated value of unvested options, restricted stock units and performance stock units that would have been forfeited by each NEO if his employment had terminated as of December 31, 2014 are the same as the values shown in the table in the following section "Potential Payments Upon Certain Corporate Transactions." The timing of payment of certain amounts, for example the Supplemental Plan payments, is structured to comply with Internal Revenue Code Section 409A, which generally requires payments (other than grandfathered payments) to our NEOs to be made no earlier than six months following termination. The Company does not pay for any form of post-retirement healthcare benefits for our NEOs or any other employee. Potential Payments upon Certain Corporate Transactions: Our 2006 and 2011 Long-Term Incentive Plans expressly permit the Compensation Committee at its sole discretion to accelerate vesting and take other actions on awards that it deems appropriate following a change in control of the Company. As of December 31, 2014, each NEO held the number of unvested stock options, as well as unvested restricted stock units and performance stock units set forth opposite his name below that could be vested upon the occurrence of a change in control. The unrealized values of the unvested options and units are based on the closing price as reported by the NYSE Composite Transactions on December 31, 2014. Restricted Stock Units Performance Stock Units Name Number of Shares Underlying Unvested Options (#) Unrealized Value of Unvested Options ($) Number of Shares Underlying Unvested Units (#) Unrealized Value of Unvested Units ($) Number of Shares Underlying Unvested Units (#) (1) Unrealized Value of Unvested Units ($) Kevin A. Lobo 402,001 10,220,983 59,899 5,650,273 117,096 11,045,666 William R. Jellison 81,982 1,873,485 15,991 1,508,431 7,702 726,530 Timothy J. Scannell 150,968 4,125,730 6,000 565,980 36,585 3,451,063 Ramesh Subrahmanian 106,421 2,938,369 6,000 565,980 27,795 2,621,902 David K. Floyd 93,496 2,319,161 9,200 867,836 21,576 2,035,264 ______________ (1) Represents the earned amount relating to the 2012 grant of performance stock units, excluding dividend equivalents that cannot be calculated until the date of vesting, which will vest on March 21, 2015 and the target number of performance stock units that could be earned, excluding dividend equivalents, relating to the 2013 and 2014 grants of performance stock units.

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