STRYKER

2017 Proxy Statement

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31 Stock options 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 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, beginning for performance stock units granted in 2016, are earned based on performance covering the entire three-year performance period. (1) Retirement (2) 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. (3) ______________ (1) Upon death or disability, performance stock units granted prior to 2016 have prorated vesting through the termination date and are earned based on performance through the most recently completed year. (2) 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, 2016, none of the NEOs met the age and service requirements for retirement as defined in the stock plans. (3) 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, 2016 is 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, 2016, 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 of our Common Stock of $119.81 as reported for NYSE Composite Transactions on December 30, 2016. Restricted Stock Units Performance Stock Units Name Number of Shares Underlying Unvested Options (#) Unrealized Value of Unvested Options ($) Number of Shares Underlying Unvested Units (#) Unrealized Value of Unvested Units ($) Number of Shares Underlying Unvested Units (#) Unrealized Value of Unvested Units ($) Kevin A. Lobo 530,740 17,807,818 — — 203,467 24,377,381 Glenn S. Boehnlein 73,238 2,133,017 2,804 335,947 19,660 2,355,465 Timothy J. Scannell 183,856 6,030,799 2,710 324,685 72,131 8,642,015 David K. Floyd 146,135 4,717,958 1,446 173,245 57,223 6,855,888 Lonny J. Carpenter 125,833 4,066,081 3,785 453,481 49,849 5,972,409 William R. Jellison 65,564 2,675,247 — — 21,555 2,582,505

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