8-KLeadership ChangesMaterial AgreementsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Dec 10, 2007)

Filed December 10, 2007For Securities:SYK

Summary

Stryker Corporation (SYK) filed an 8-K report on December 10, 2007, detailing two significant events. The company entered into material definitive agreements by approving indemnification agreements for several key officers, including its Vice President and Chief Financial Officer. These agreements, effective retroactively from October 24, 2007, ensure these executives are indemnified and have their expenses advanced to the fullest extent permitted by law for actions related to their service to Stryker. Additionally, the report disclosed changes to the role of Luciano Cattani, Vice President and Group President, International. Effective January 1, 2008, Mr. Cattani will transition to Executive Vice President, International Public Affairs, reducing his direct operational responsibilities. This new role will involve a phased reduction in his weekly work commitment from 2008 to 2010, with a corresponding adjustment in his compensation and continued provision of benefits. An agreement also includes a non-compete and non-solicitation clause for a year post-termination.

Key Highlights

  • 1Stryker approved indemnification agreements for key officers, including the CFO, providing legal protection and expense advancement.
  • 2These indemnification agreements are effective as of October 24, 2007.
  • 3Luciano Cattani, VP & Group President, International, will transition to a new role as Executive VP, International Public Affairs.
  • 4Mr. Cattani's transition is effective January 1, 2008, with a phased reduction in responsibilities and work commitment through July 1, 2010.
  • 5Mr. Cattani's compensation will be adjusted based on his reduced responsibilities, with specific Euro amounts outlined for 2008, 2009, and the first half of 2010.
  • 6The agreement with Mr. Cattani includes provisions for continued benefits (insurance, pension) and a car/driver.
  • 7A one-year non-compete and non-solicitation clause is included in Mr. Cattani's agreement.

Frequently Asked Questions

The indemnification agreements are designed to provide legal protection to certain key Stryker officers. They ensure that these executives will be indemnified and have their expenses advanced to the maximum extent allowed by law in connection with any legal proceedings arising from their service to the company or actions taken while in their roles.

The filing indicates a change in Mr. Cattani's role from Vice President; Group President, International to Executive Vice President, International Public Affairs, effective January 1, 2008. This represents a reduction in his direct operational responsibilities and a phased transition of his workload over several years.

Mr. Cattani's compensation will be adjusted according to his reduced responsibilities. He will receive 386,500 Euros in 2008, 257,600 Euros in 2009, and 64,400 Euros for the six-month period in 2010. The company will also continue to contribute to his insurance and pension costs and provide a car and driver.

Yes, Mr. Cattani's agreement includes a one-year post-termination clause that prohibits him from competing with Stryker or soliciting the company's employees, consultants, or agents.