Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2015

WRIGHT MEDICAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35823

13-4088127

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1023 Cherry Road

Memphis, Tennessee

38117

(Address of principal executive offices)

(Zip Code)

(901) 867-9971

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 1, 2015, Wright Medical Group, Inc., a Delaware corporation (“Wright”), and Tornier N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands (“Tornier”), completed their previously announced merger. Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 27, 2014 (the “Merger Agreement”), by and among Wright, Tornier, Trooper Holdings Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Tornier (“Holdco”), and Trooper Merger Sub Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Tornier (“Merger Sub”), Merger Sub merged with and into Wright (the “Merger”), with Wright continuing as the surviving company and an indirect, wholly-owned subsidiary of Tornier following the transaction. Upon completion of the Merger, Tornier was renamed “Wright Medical Group N.V.” (“Wright N.V.”).

At the effective time and as a result of the Merger, each share of Wright common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.0309 Tornier ordinary shares. No fractional shares were issued as a result of the Merger. Any Wright shareholder who would otherwise be entitled to receive a fraction of a Tornier ordinary share pursuant to the Merger will be paid an amount in cash determined in accordance with the amount of their fractional share interest, instead of such fractional share. In addition, at the effective time and as a result of the Merger, all outstanding options to purchase shares of Wright common stock and other equity awards based on Wright common stock, which were outstanding immediately prior to the effective time of the Merger, became immediately vested and converted into and became, respectively, options to purchase Tornier ordinary shares and with respect to all other Wright equity awards, awards based on Tornier ordinary shares, in each case, on terms substantially identical to those in effect prior to the effective time of the Merger, except for the vesting requirements and adjustments to the underlying number of shares and the exercise price based on the exchange ratio used in the Merger and other adjustments as provided in the Merger Agreement.

The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to a current report on Form 8-K filed by Wright with the Securities and Exchange Commission (“SEC”) on October 27, 2014 and is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note above is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 1, 2015, Wright requested that the NASDAQ Stock Market file with the SEC an application on Form 25 to withdraw the Wright common stock from listing on the NASDAQ Global Select Market and terminate the registration of Wright common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Wright intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of its common stock under the Exchange Act and to suspend its reporting obligations under Section 15(d) of the Exchange Act.

Pursuant to the terms of the Merger Agreement and the Assignment and Assumption Agreement between Wright, Tornier and American Stock Transfer & Trust Company, LLC, as trustee (the “Trustee”), dated as of October 1, 2015, at the effective time of the Merger, Wright N.V. assumed all of Wright’s rights and obligations with respect to Wright’s contingent value rights in accordance with the Contingent Value Rights Agreement between Wright and the Trustee dated as of March 1, 2013. A copy of the Assignment and Assumption Agreement is filed as Exhibit 4.1 to this report and is incorporated herein by reference.

The information in the Introductory Note is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information in the Introductory Note and Item 3.01 is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, a change in control of Wright occurred and the surviving entity of the Merger, Wright, became an indirect, wholly-owned subsidiary of Tornier, which was renamed “Wright Medical Group, N.V.” Immediately after the closing of, and giving effect to, the Merger, former Wright stockholders own approximately 52% of Wright N.V. on a fully diluted basis and former Tornier shareholders own approximately 48% of Wright N.V. on a fully diluted basis.

The information about the Merger in the Introductory Note and Item 2.01 and Item 3.03 of this report is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

Resignation of Certain Directors

As a result of the Merger, all of the current directors of the Wright board of directors resigned from their directorships of Wright and any committees of which they were a member. This was not a result of any disagreements between Wright and its directors or officers on any matter relating to Wright’s operations, policies or practices. Each of Gary Blackford, John Miclot, Robert Palmisano, Amy Paul and David Stevens will continue as directors of Wright Medical Group N.V. in accordance with the provisions of the Merger Agreement.

In connection with the resignation of such directors, the terms of each stock option grant agreement by and between Wright and each such director were amended as of the effective date of the Merger to extend the post-termination exercise period of the options held by such director from 90 days following a termination of service until their respective expiration dates.

The form of amendment to stock option grant agreements is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Resignation of Certain Named Executive Officers

On October 1, 2015, Wright entered into letter agreements with each of Pascal Girin and Jason Senner (the “Letter Agreements”), both named executive officers of Wright, in connection with their previously disclosed planned departure from the combined company. Under the Letter Agreements, Messrs. Girin and Senner will remain employed by Wright until December 1, 2015 and December 31, 2015, respectively, or until such earlier time as mutually agreed by the executive and Wright, at which time the executive will resign from employment. During the period between the effective date of the Merger and the date on which the executive resigns from employment, Messrs. Girin and Senner each will continue to receive his base salary as in effect as of the Merger and will continue to be eligible to participate in the employee benefit plans generally provided to officers of Wright.

Under the Letter Agreements, Wright agreed to provide Messrs. Girin and Senner with certain severance payments described in the separation pay agreements between the executive and Wright upon the executive’s termination from employment, in each case subject to Wright’s receipt of an effective release of claims. The terms of the separation pay agreements were previously described in Wright’s amended Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the Commission on April 30, 2015. In accordance with the Letter Agreements, each stock option grant agreement by and between Wright and Messrs. Girin and Senner, respectively, was amended to extend the post-termination exercise period of such options from 90 days until their respective expiration dates, each as described above under “Resignation of Certain Directors.”

Mr. Girin’s Letter Agreement provides that if Mr. Girin has not accepted full-time employment or a full-time engagement as an independent contractor for a company other than Wright, or has not otherwise engaged his own business on a full-time basis, in each case as of the date on which Mr. Girin resigns from employment, Wright agrees to enter into a consulting agreement (the “Consulting Agreement”) with Mr. Girin pursuant to which Mr. Girin will provide certain consultancy services to Wright on the terms set forth below.

The Consulting Agreement provides that Wright will retain Mr. Girin as a consultant to provide services for Wright, and all subsidiaries and affiliates owned or controlled, directly or indirectly, by Wright until June 1, 2016, or such extended term as mutually agreed to by the parties. In the event Mr. Girin accepts full-time employment or a full-time engagement as an independent contractor for a company other than Wright, or otherwise engages in his own business on a full-time basis prior to June 1, 2016, the Consulting Agreement will automatically terminate. Under the terms of the Consulting Agreement, Mr. Girin will be entitled to receive a monthly consulting fee equal to the monthly base salary paid to Mr. Girin immediately prior to the effective date of the Consulting Agreement. The Consulting Agreement may be terminated by either party for any reason upon ten (10) days prior written notice.

The Letter Agreement with Mr. Girin is attached as Exhibit 10.2 hereto, and the Letter Agreement with Mr. Senner is attached as Exhibit 10.4 hereto, each of which is incorporated herein by reference. The form of Consulting Agreement is an exhibit to the Letter Agreement with Mr. Girin.

For further information regarding the Wright directors and officers who will continue as Tornier directors and officers, please see the Current Report on Form 8-K filed by Wright N.V. with the SEC on October 1, 2015.

Item 5.03

Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, Wright’s certificate of incorporation was amended and restated in its entirety. The Amended and Restated Certificate of Incorporation of Wright is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the bylaws of Merger Sub as in effect at the effective time of the Merger became the bylaws of Wright. The Amended and Restated Bylaws of Wright are attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Wright Medical Group, Inc. (filed herewith).

3.2		Amended and Restated Bylaws for Wright Medical Group, Inc. (filed herewith).

4.1		Assignment and Assumption Agreement between Wright Medical Group, Inc., Tornier N.V. and American Stock Transfer & Trust Company, LLC, as trustee, dated as of October 1, 2015 (incorporated by reference to Wright Medical Group N.V.’s Registration Statement on Form 8-A, Registration No. 001-35065, filed by Wright Medical Group N.V. on October 1, 2015).


Exhibit Number		Description

10.1		Form of Amendment to Stock Option Grant Agreements (filed herewith).

10.2		Letter Agreement between Wright Medical Group, Inc. and Pascal E.R. Girin, dated as of October 1, 2015 (filed herewith).

10.3		Letter Agreement between Wright Medical Group, Inc. and Jason Senner, dated as of October 1, 2015 (filed herewith).

99.1		Press Release of Wright Medical Group N.V. dated October 1, 2015 (furnished herewith).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2015


WRIGHT MEDICAL GROUP, INC.

By:		/s/ James A. Lightman
Name:		James A. Lightman
Title:		Senior Vice President, General Counsel and Secretary

WRIGHT MEDICAL GROUP, INC.

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Wright Medical Group, Inc. (filed herewith).

3.2		Amended and Restated Bylaws for Wright Medical Group, Inc. (filed herewith).

4.1		Assignment and Assumption Agreement between Wright Medical Group, Inc., Tornier N.V. and American Stock Transfer & Trust Company, LLC, as trustee, dated as of October 1, 2015 (incorporated by reference to Wright Medical Group N.V.’s Registration Statement on Form 8-A, Registration No. 001-35065, filed by Wright Medical Group N.V. on October 1, 2015).

10.1		Form of Amendment to Stock Option Grant Agreements (filed herewith).

10.2		Letter agreement between Wright Medical Group, Inc. and Pascal E.R. Girin, dated as of October 1, 2015 (filed herewith).

10.3		Letter agreement between Wright Medical Group, Inc. and Jason Senner, dated as of October 1, 2015 (filed herewith).

99.1		Press Release of Wright Medical Group N.V. dated October 1, 2015 (furnished herewith).

Exhibit 3.1

FIFTH AMENDED & RESTATED

CERTIFICATE OF INCORPORATION

WRIGHT MEDICAL GROUP, INC.

* * * * * * * *

ARTICLE I.

The name of the corporation (the “Corporation”) is:

Wright Medical Group, Inc.

ARTICLE II.

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the county of New Castle.

The registered agent is The Corporation Trust Company.

ARTICLE III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV.

The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, par value $0.01 per share (the “Common Stock”).

ARTICLE V.

In furtherance and not in limitation of the powers conferred by statute, the bylaws of the Corporation may be made, altered, amended or repealed by the stockholders of the Corporation or by a majority of the entire board of directors (the “Board of Directors”). The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE VI.

Except as may be provided by law, the books of the Corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may designate.

ARTICLE VII.

The number of directors of the Corporation shall be fixed in such manner as prescribed by the bylaws of the Corporation and may be increased or decreased from time to time in such manner as prescribed by the bylaws. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

ARTICLE VIII.

(a) The Corporation shall indemnify to the fullest extent authorized or permitted under and in accordance with the laws of the State of Delaware (as now or hereafter in effect) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of or in any other capacity with another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

(b) Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.

(c) This indemnification and other rights set forth in this Article shall not be exclusive of any provisions with respect thereto in the bylaws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation.

(d) Neither the amendment nor repeal of paragraph (a), (b) or (c) of this Article VIII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with paragraph (a), (b) or (c) of this Article IX, shall eliminate or reduce the effect of paragraphs (a), (b) and (c) of this Article IX, in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to paragraph (a), (b) or (c) of this Article IX, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

(e) No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under Section 174 of the General Corporation Law of the

State of Delaware or any amendment thereto or successor provision thereto, or (b) shall be liable by reason that, in addition to any and all other requirements for liability, he or she:

(i) shall have breached his or her duty of loyalty to the Corporation or its stockholders;

(ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith;

(iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law; or

(iv) shall have derived an improper personal benefit.

If the General Corporation Law of the State of Delaware is amended after the date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

ARTICLE IX.

In furtherance and not in limitation of the powers conferred by statute, the bylaws of the Corporation may be made, altered, amended or repealed by the stockholders or by a majority of the entire Board of Directors. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE X.

The Corporation hereby elects not to be governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware.

[Remainder of Page Intentionally Left Blank]

Exhibit 3.2

BYLAWS

WRIGHT MEDICAL GROUP, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of Wright Medical Group, Inc. (the “Corporation”) entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting, shall be mailed or delivered to each stockholder not less than ten (10) nor more than sixty (60) days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at

any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice Chairman, if any, or if none or in the Vice Chairman’s absence the President, if any, or if none or in the President’s absence a Vice President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote. At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(a) Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be the number fixed from time to time by affirmative vote of a majority of the Directors then in office. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Action by Communications Equipment. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 6. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 8. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board of Directors, President or by a majority of the directors then in office.

SECTION 9. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by facsimile, telegraph or telephone the same or by delivering the same personally not later than the day before the day of the meeting. Notice of any meeting of the Board of Directors need not be given to any director, however, if waived by him in writing whether before or after such meeting be held, or if he shall be present at such meeting, and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given, if all the directors then in office shall be present thereat.

SECTION 10. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the

President, or in the President’s absence or inability to act any Vice President who is a member of the Board of Directors, or in such Vice President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 11. Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 12. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 13. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the entire Board, designate two or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board of Directors, which Committee shall, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to such restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the Delaware Corporation Law, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the whole Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member of the Executive Committee.

Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the whole Board of Directors.

SECTION 2. Other Committees. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any other committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 3. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 4. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 5. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board of Directors may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause

may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5. President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice President. A Vice President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of

Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on delivery of an assignment or power of transfer. A record shall be made of each transfer.

SECTION 3. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The Corporation shall have no corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Electronic Transmission

The Corporation is authorized to use “electronic transmissions” as defined in the General Corporation Law of the State of Delaware to the full extent allowed by the General Corporation Law of the State of Delaware, including, but not limited to the purposes of notices, proxies, waivers, resignations, and any other purpose for which electronic transmissions are permitted. Any reference in these Bylaws to the delivery of consents, approvals or waivers or to the taking of any other actions by a writing, shall be satisfied by use of an electronic transmission. An electronic transmission by a stockholder consenting to an action to be taken is considered to be written, signed, and dated for the purposes of this article if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by the stockholder and the date on which the stockholder transmitted the transmission. The date of transmission is the date on which the consent was signed. Consent given by electronic transmission may not be considered delivered until the consent is reproduced in paper form and the paper form is delivered to the Corporation at its registered office in this state or its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of stockholder meetings are recorded. Notwithstanding the foregoing limitations on delivery, consent given by electronic transmission may be delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of stockholder meetings are recorded to the extent and in the manner provided by resolution of the Board of Directors of the Corporation.

ARTICLE XIV

Amendments

The Board of Directors shall have power to adopt, amend or repeal Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

Exhibit 10.1

AMENDMENT TO STOCK OPTION GRANT AGREEMENTS

This Amendment to Stock Option Grant Agreements (this “Amendment”) is dated as of [•], 2015, by and between Wright Medical Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Director”).

A. The Company and the Director are parties to certain Stock Option Grant Agreements evidencing non-statutory stock options (collectively, the “Options”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), granted by the Company to the Director under the Wright Medical Group, Inc. 2009 Equity Incentive Plan, as amended (the “2009 Plan”) [and the Wright Medical Group, Inc. 1999 Equity Incentive Plan, as amended (the “1999 Plan”),] and as described in more detail on Exhibit A attached hereto (collectively, the “Option Agreements”).

B. In connection with the anticipated merger (the “Merger”) between Tornier N.V. (“Tornier”) and the Company, the Company and the Director desire to amend the Option Agreements pursuant to the terms of this Amendment to extend the post-termination exercise period of such Options from 90 days until the respective expiration dates of the Options effective immediately prior to the effective time of the Merger (the “Effective Time”) and contingent upon completion of the Merger.

Based on the foregoing and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Director hereby amend the Option Agreements as follows:

1. Capitalized Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Option Agreements.

2. Effective Date. This Amendment shall be effective immediately prior to the Effective Time of the Merger and contingent upon completion of the Merger (the “Effective Date”).

3. Amendment to Section 5(d). Effective as of the Effective Date, Section 5(d) of each of the Option Agreements representing Options granted under the 2009 Plan is hereby amended and restated in its entirety to read as follows:

“5. Loss of Status.

(d) If, prior to the Expiration Date, Grantee ceases to serve as a Director for a reason other than specified in Section 5(a) or 5(b) and Director ceases to be an Eligible Person, the Options shall expire on the earlier of the Expiration Date or the date that is ninety days after the date upon which Grantee ceased to serve as a Director or to be an Eligible Person. In such event, the Options shall remain exercisable by Grantee until expiration only to the extent the Options were exercisable at the time that Grantee ceased to be an Eligible Person. Notwithstanding the foregoing, upon completion of that certain merger between Tornier N.V. and the Company, if prior to the Expiration Date, Grantee ceases to serve as a Director or to be an Eligible Person, the Options shall expire on the Expiration Date.”

[4. Amendment to Section 4(a). Effective as of the Effective Date, Section 4(a) of each of the Option Agreements representing Options granted under the 1999 Plan is hereby amended and restated in its entirety to read as follows:

“4. Cessation of Service as Director.

(a) Resignation. If, prior to the Expiration Date, the Participant resigns from his or her position as a Director, then subject to Section 4(e)(ii), (i) the Options shall expire on the earlier of the Expiration Date or the date that is ninety (90) days after the effective date of the Participant’s resignation; (ii) the Options that are unexercisable on the effective date of the Participant’s resignation shall cease to vest and become exercisable; and (iii) the Options that are exercisable on the effective date of the Participant’s resignation shall be exercisable until the Options expire. Notwithstanding the foregoing, upon completion of that certain merger between Tornier N.V. and the Company, if prior to the Expiration Date, the Participant ceases to serve as a Director, the Options shall expire on the Expiration Date.”]

5. No Other Changes. Except as specifically set forth in Section 3 [and Section 4] of this Amendment, the Option Agreements shall remain unchanged and shall continue in full force and effect.

The undersigned officer has duly executed this Amendment on behalf of the Company and the Director has duly executed this Amendment.


WRIGHT MEDICAL GROUP, INC.

By
Name: Robert J. Palmisano
Its: President and Chief Executive Officer

DIRECTOR

[Name of Director]

Exhibit 10.1

EXHIBIT A

Grant

Date

Number of Underlying
Shares of Wright
Common Stock

Current
Exercise
Price

Expiration
Date

Exhibit 10.2

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October 1, 2015

Pascal E.R. Girin

440 Arcaro Way, #206

Cordova, TN 38018

Re: Letter Agreement

Dear Pascal:

The purpose of this letter agreement (this “Agreement”) is to summarize certain terms regarding your future employment with Wright Medical Group, Inc. and its subsidiaries and affiliates (collectively, the “Company”) upon completion of the merger (the “Merger”) between Wright Medical Group, Inc. (“WMG”) and Tornier N.V. For the avoidance of doubt, the term the “Company” as used herein includes Wright Medical Group N.V. upon completion of the Merger, which at such time will be formerly known as Tornier N.V.

This Agreement is intended to confirm that your employment will terminate, pursuant to your resignation from employment, in connection with a “change in control” as contemplated by the terms of that certain Separation Pay Agreement dated as of November 29, 2012 between Wright Medical Technology, Inc. (“WMT”) and you (the “Separation Pay Agreement”). Further, this Agreement is intended to amend the Separation Pay Agreement and, except as specifically set forth in this Agreement, the parties to this Agreement hereby agree that the Separation Pay Agreement will remain in full force and effect in accordance with its terms. This Agreement, together with the Separation Pay Agreement, sets forth the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior oral discussions and writings are merged into this Agreement and the Separation Pay Agreement.

1. Resignation from All Board and Officer Positions as of Effective Time of Merger. You agree to and hereby resign from all director and officer positions with WMG, WMT and any and all other subsidiaries and affiliates of the Company, effective as of the effective time of the Merger (the “Effective Time”). In furtherance of the foregoing, upon the request of the Company, you agree to execute and deliver to the Company any resignations or corporate, governmental or other documents necessary to effect your resignation as a director and/or officer of WMG, WMT and any and all other subsidiaries and affiliates of the Company; provided, however, that any such request of you in furtherance of the foregoing will be reasonable.

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2. Resignation from Employment; At-Will Employment Prior to Resignation Date; Entitlement to Severance Pay and Benefits and Other Payments. You agree to and hereby resign as an employee of the Company, including any and all other subsidiaries and affiliates of the Company, effective as of the close of business on December 1, 2015 or such earlier date as agreed upon by the Company and you (the “Resignation Date”). Notwithstanding the foregoing, nothing in this Agreement constitutes a promise by the Company or you of your continued employment by the Company, and your employment with the Company is and will remain “at-will,” meaning that either you or the Company may terminate your employment relationship with the Company at any time for any reason. In addition, notwithstanding the foregoing, if you accept full-time employment with another employer prior to the Resignation Date as described above, the “Resignation Date” as used in this Agreement shall mean such earlier date on which you began such full-time employment and your employment with the Company will be deemed terminated as of such earlier date. In addition, notwithstanding the foregoing, if your employment is otherwise terminated for any reason prior to the Resignation Date as described above, the “Resignation Date” as used in this Agreement shall mean such earlier date on which your employment with the Company terminated. For the avoidance of doubt, the parties to this Agreement understand, acknowledge and agree that regardless of the reason, if any, of the termination of your employment on or prior to December 1, 2015, you will be entitled to the severance pay and benefits under Section 6 of the Separation Pay Agreement.

3. Continuing Benefits as Employee Prior to Resignation Date. After the Effective Time and prior to the Resignation Date, you will remain an employee of the Company, or one of its subsidiaries, through the Resignation Date and continue to: (1) receive your base salary as in effect as of the Effective Time, payable in accordance with the customary payroll practices of the Company as the same exists from time to time; (2) be eligible to participate in health insurance, retirement, disability and other benefit programs provided to officers of the Company on terms no less favorable than those available to officers of the Company; (3) be entitled to the same number of vacation days, holidays, sick days and other benefits as are generally allowed to officers of the Company in accordance with the Company’s policies in effect from time to time; and (4) be authorized to incur reasonable expenses in the discharge of your services as an employee of the Company, in accordance with the Company’s expense reimbursement policy, as the same may be modified by the Company from time to time. Notwithstanding the foregoing, you hereby understand, acknowledge and agree that you will not receive any annual or other equity awards after the Effective Time and prior to the Resignation Date or otherwise. After the Effective Time and prior to the Resignation Date, you are not expected to maintain regular office hours in the Memphis, Tennessee office or any other office of the Company, but may perform your duties and responsibilities from your home, and will be available to Bob Palmisano on an as needed basis.

4. Continuing Obligations as Employee Prior to and After Resignation Date. You hereby understand, acknowledge and agree that after the Effective Time and prior to the Resignation Date, you will continue to remain subject to and bound by the confidentiality, assignment of inventions, non-solicitation, non-interference and non-competition, and other obligations under the Separation Pay Agreement, which obligations will remain in full force and effect, and will survive your resignation from employment as provided therein. You also hereby

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understand, acknowledge and agree that after the Resignation Date, you will continue to remain subject to and bound by the terms of all prior agreements which you have entered into with the Company, including without limitation the Separation Pay Agreement, and all policies and procedures of the Company applicable to you and which by their terms extend beyond the Resignation Date.

5. Payment of Post-Change in Control Severance. Notwithstanding the terms of the Separation Pay Agreement, the Company agrees to pay you the severance payment provided under Section 6.1 of the Separation Pay Agreement in the following manner subject to the Company’s receipt by December 2, 2015 of a release in the form of the release attached as Exhibit A to this Agreement that has been executed by you after your Resignation Date and that has not been revoked within the rescission period described in such release: (a) half in lump sum payable within a reasonable period of time after the Resignation Date; and (b) the remaining payment on or prior to December 31, 2015. Notwithstanding the terms of the Separation Pay Agreement, the amount specified in clause (v) of Section 6.2.1 of the Separation Pay Agreement shall be equal to your actual annual incentive payout for the first half of 2015 and your prorated annual incentive payment at target for the second half of 2015, in each case pursuant to the terms of Wright’s annual incentive plan for 2015, and for clarity, no amount shall be paid with respect to clause (ii) of Section 6.2.1 of the Separation Pay Agreement.

6. Stock Options. The Company agrees to amend the agreements evidencing your outstanding options to purchase WMG common stock (which options will convert into options to purchase ordinary shares of Wright Medical Group N.V. in connection with the Merger) prior to the Effective Time to extend the post-termination exercise period of your options from 90 days to the respective expiration dates of the options.

7. Consulting Agreement. If, as of the Resignation Date, you have not accepted full-time employment or full-time engagement as an independent contractor of another company or organization or if, as of the Resignation Date you have not otherwise engaged in your own business on a full-time basis, the Company agrees to engage you as an independent consultant pursuant to the terms of the Consulting Agreement attached as Exhibit B to this Agreement (the “Consulting Agreement”). It is anticipated that the monthly level of bona fide services that you will perform for or on behalf of the Company and any of its subsidiaries or affiliates following the Resignation Date pursuant to the terms of the Consulting Agreement will be less than twenty percent (20%) of the average monthly level of bona fide services performed by you over the thirty-six (36) month period immediately preceding the Resignation Date and execution of the Consulting Agreement.

8. Non-Disparagement. You agree that you will make no defamatory, disparaging, critical, derogatory or negative oral or written comments regarding the Company, or its products or services. The Company agrees that with the exception of necessary internal high-level comments related to company business which will remain confidential within the Company, neither the Company nor any of its parent companies, subsidiaries or affiliates (specifically by and/or through senior-level management personnel and Board members) will make any defamatory, disparaging, critical, derogatory or negative oral or written comments regarding you.

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9. At-Will Employment. Notwithstanding anything in this Agreement or the Separation Pay Agreement to the contrary, nothing in this Agreement or the Separation Pay Agreement constitutes a promise of continued employment of you by the Company. Your employment with the Company is and will remain “at-will,” meaning that either you or the Company may terminate the employment relationship at any time for any reason.

10. Entire Agreement. This Agreement, together with the Separation Pay Agreement, the Release attached as Exhibit A and the Consulting Agreement attached as Exhibit B, is the entire agreement between you and the Company relating to your employment and your resignation from employment, and your right to any severance pay and benefits. Except as expressly provided otherwise in this Agreement, this Agreement supersedes all prior oral and written agreements and communications between the parties hereto. This Agreement will not be modified, amended or terminated, except by a written agreement manually signed by both parties hereto.

11. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other party, it being understood that both parties hereto need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank]

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Sincerely,

/s/ Robert J. Palmisano

Robert J. Palmisano

President and Chief Executive Officer

Wright Medical Group, Inc.

ACCEPTANCE

By signing below, I acknowledge that I have read, understand, and accept the terms and conditions of the foregoing Agreement, which I accept as of this 1st day of October, 2015:

/s/ Pascal E.R. Girin

Pascal E.R. Girin

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EXHIBIT A

RELEASE

GENERAL RELEASE,

INCLUDING RELEASE OF POTENTIAL ADEA CLAIMS

In further consideration for the payment of severance payments and benefits provided under the Separation Pay Agreement between (i) Pascal E.R. Girin (the “Executive”) and (ii) Wright Medical Technology, Inc. (the “Company”), the Executive, for himself and the Executive’s heirs, executors, administrators, and assigns, hereby unconditionally releases and forever discharges the Company and each of the Company’s stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, and all persons acting by, through, under, or in concert with any of them (collectively, the “Released Party”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected arising out of or relating to the Executive’s employment with the Company or termination of such employment, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended from time to time, and other federal, state, or local laws prohibiting discrimination, any claims the Executive may have with regard to the Executive’s hiring, employment, and separation from employment, and any claims growing out of any legal restrictions on the Company’s right to terminate its employees (“Claim(s)”), which the Executive now has, owns or holds, or claims to have owned or held, or which the Executive at any time may have had or claimed to have had against the Company.

More specifically, by signing this Release, the Executive agrees to release any actual and potential Claim that the Executive has or may potentially have, either as an individual or standing in the shoes of the government, under any federal, state or local law, administrative regulation or legal principle (except as specifically provided to the contrary in this Release) against the Company or any other Released Parties. The following listing of laws and types of Claims is not meant to, and shall not be interpreted to, exclude any particular law or type of Claim, law, regulation or legal principle not listed. The Executive understands that the Executive is releasing all the Executive’s Claims against the Company and all Released Parties including, but not limited to any Claims for expense reimbursement or expenses, relocation assistance Claims for invasion of privacy; breach of written or oral, express or implied, contract; fraud or misrepresentation; Claims for assault, battery, defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, negligent hiring, retention or supervision, retaliation, constructive discharge, violation of whistleblower protection laws, unjust enrichment, violation of public policy, and any Claims under ADEA, 29 U.S.C. § 626, as amended, the Older Workers Benefit Protection Act of 1990 (“OWBPA”), 29 U.S.C. § 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities Act (“ADA”), as

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amended by the ADA Amendments Act of 2008 (“ADAAA”), 29 U.S.C. § 12101, et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., the Equal Pay Act (“EPA”), 29 U.S.C. § 206(d), the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601, et seq., the Genetic Information Nondiscrimination Act of 2008 (“GINA”), Tennessee Human Rights Act and the Tennessee Disability Act, and any and all other Tennessee statutes, regulations, and ordinances related to fair employment practices or employment more generally, the False Claims Act, 31 U.S.C. § 3729, et seq., or any other state human rights or fair employment practices act, and any other federal, state, local or foreign statute, law, rule, regulation, ordinance or order. This includes, but is not limited to, Claims for violation of any civil rights laws based on protected class status and all other Claims for unlawful employment practices, and all other common law or statutory Claims.

The Executive is not releasing and Claims shall not include any rights or Claims the Executive has (1) pursuant to the Separation Pay Agreement between the Executive and the Company, the Consulting Agreement between the Executive and the Company, any equity award granted to the Executive by Wright Medical Group, Inc. or the Indemnification Agreement between the Company or its affiliates and the Executive; (2) to be indemnified and advanced expenses in accordance with applicable law, or the Company’s and its affiliates’ corporate documents or to be covered under any applicable directors’ and officers’ liability insurance policies; (3) with respect to any rights which have accrued or become vested as of the date of this Release, including any rights to any outstanding equity awards; and (4) with respect to any Claims which arise after the Effective Date of this Release.

This Release complies with the Older Workers Benefit Protection Act of 1990, as amended from time to time.

This Release is written in terms which the Executive understands;

The Executive is advised of the Executive’s rights to consult an attorney to review and for advice regarding whether to sign this Release;

The Executive does not waive any rights or claims that may arise after the date the Release is executed;

The Executive is receiving consideration beyond anything of value to which the Executive already is entitled; and

The Executive has been given a reasonable period of time to consider this Release (at least 21 days).

RIGHT TO RESCIND OR REVOKE

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calendar days following the Executive’s signing this Release (the “Rescission Period”). Any such rescission (revocation) must be in writing, must explain that the revocation is applicable to the Executive’s ADEA Claims, and must be either hand-delivered to the Company or, if sent by mail, postmarked within the applicable time period (below), sent by certified mail, return receipt requested, and addressed as follows:

(a)

post-marked within the seven (7) day period;

(b)

properly addressed to:

General Counsel

Wright Medical Technology, Inc.

1023 Cherry Road

Memphis, TN 38117; and

(c)

sent by certified mail, return receipt requested.

The Executive understands that the consideration the Executive is receiving for settling and releasing the Executive’s Claims is contingent upon the Executive’s agreement to be bound by the terms of this Release. Accordingly, if the Executive attempts to revoke this Release, the Executive understands that the Executive is not entitled to the post-termination payments and benefits, other than the Accrued Obligations, offered in the Separation Pay Agreement. The Executive further understands that if the Executive attempts to revoke the Executive’s release of the Executive’s ADEA Claims, the Executive must immediately return to Company any post-termination payments and benefits, other than the Accrued Obligations, that the Executive may have received under the Executive’s Separation Pay Agreement; provided however, that if the Executive decides to challenge the knowing and voluntary nature of this Release under the ADEA and/or the OWBPA, the Executive is not required to return to Company any consideration that the Executive received under the Executive’s Separation Pay Agreement.

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AGREED AND ACCEPTED

The Company has advised the Executive of the Executive’s right to review this Release with the Executive’s own attorney. The Executive has had the opportunity to carefully read this Release and understands all its terms. In agreeing to sign this Release, the Executive has not relied on any oral statements or explanations made by the Company or any other Released Party, including their employees or attorneys. The Executive understands, accepts, and agrees to be bound by this Release. This Release shall be effective as of the date signed by the Executive (“Effective Date”).


		EXECUTIVE:

Dated: , 20
(Effective Date)		Signature

		Name: Pascal E.R. Girin

EXHIBIT B

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made effective as of the [•] day of [•], 2015 (“Effective Date”) by and between Wright Medical Technology, Inc., and all subsidiaries and affiliates owned or controlled, directly or indirectly, by Wright (“Wright”), located at 1023 Cherry Road, Memphis, TN 38117, and Pascal E.R. Girin (“Consultant”). Wright and Consultant are referred to individually as “Party” and referred to collectively as “Parties” in this Agreement.

In consideration of the mutual promises exchanged herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agrees as follows:

Consulting Services. Consultant agrees to render consulting services of the nature described in the Addendum signed by the Parties and attached hereto, and as may be requested from time to time by Wright. The Addendum is incorporated into and made part of this Agreement. Consultant may determine, in Consultant’s sole discretion, the means and manner of performing the Services except as expressly limited by this Agreement. Wright retains the right to require that Consultant satisfactorily perform the Services. Consultant will be responsible for furnishing such supplies, tools and equipment as may be necessary to complete Consultant’s tasks under this Agreement; provided, however, that Consultant may retain and use his current Wright-owned computer and telephone and will be reimbursed for telephone expenses incurred in connection with his provision of services for Wright hereunder per the terms of Wright’s reimbursement of expenses policy. Consultant will perform and/or personally supervise all services provided to Wright under this Agreement. Consultant may set his own hours with respect to Consultant’s duties under this Agreement.

Compensation. Wright will pay to Consultant, as compensation for the services performed hereunder, the amount or amounts stated in the Addendum to this Agreement. Wright will reimburse Consultant for all agreed-upon travel (other than the normal daily expenses of working and commuting) and other reasonable expenses incurred in connection with performing services for Wright. Consultant will submit invoices to Wright at least once per month, and payment of agreed-upon charges will be made within thirty (30) days of receipt of invoice. If invoices are not submitted within ninety (90) days after services are performed, Wright will not consider invoices for payment. Consultant agrees not to incur any expenses in Wright’s name without the prior written authorization of Wright.

Taxes. Consultant is an independent contractor and will have sole responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws and for filing all required tax forms with respect to any amounts paid by Wright to Consultant hereunder and any amounts paid by Consultant to its employees. Consultant will indemnify and hold Wright harmless against any claim or liability (including penalties) resulting from failure of Consultant to pay such taxes or contributions, or failure of Consultant to file any such tax forms. Wright will file and provide to consultant the appropriate Form 1099 relating to payments made pursuant to this Agreement.

Insurance. Consultant will maintain, at Consultant’s expense, such insurance as will fully protect Consultant from any claims for damage for bodily injury, including death, and for property damage, which may arise from Consultant’s activities under this Agreement, whether such activities are performed by Consultant or by any subcontractor or anyone directly or indirectly employed by either of them.

Confidential Information. Confidential Information will mean written information, oral information, or information obtained by the inspection of tangible objects, that relates to, business, technical, customer, marketing, and financial information (whether written, oral or otherwise), including without limitation, ideas, inventions, trade secrets, know how, documents, charts, lists, software, drawings, materials, goods, product designs and plans, equipment or samples, disclosed or delivered to Consultant by Wright, or arising from work or services done by Consultant for Wright. Confidential Information will not include to any information for which that Consultant can demonstrate by competent written proof was (A) known to the public at the time of Wright’s disclosure to Consultant or entered the public domain thereafter through no fault of Consultant; (B) in Consultant’s possession free of any obligation of confidentiality at the time of Wright’s disclosure to Consultant; or (C) rightfully communicated to Consultant by a third party who was not under any obligation of confidentiality.

Authorized Uses. Confidential Information will be used by the Consultant only for purposes authorized in writing by Wright, will be treated by the Consultant as confidential proprietary information of Wright, and will not be reproduced or disclosed or made available to others without prior written permission of Wright except to those that have a specific need to know. Consultant will take at least those measures that Consultant takes to protect its own highly confidential information. Consultant will reproduce Wright’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The authorized uses of Confidential Information are limited to (A) performing the consulting services described in the Addendum; (B) supplying Wright with goods or services; or (C) any other purpose Wright may hereafter authorize in writing. Consultant will immediately notify Wright of receipt by Consultant or any of his agents of any process, subpoena, demand, or request by any third party, requiring or requesting the production of Confidential Information.

Title. The title to the Confidential Information provided to Consultant by the Wright, including without limitation any tangible property, will be vested in Wright. Nothing in this Agreement is intended to grant any rights to the Consultant under any patent, mask work right or copyright of Wright, nor will this Agreement grant the Consultant any rights in or to Confidential Information except as expressly set forth herein.

8.	Representations, Warranties and Indemnification.

Consultant represents that during the term of this Agreement no business relationships, employment relationships and consulting obligations of the Consultant will be a conflict with the obligations to Wright set forth herein, or involve the disclosure of Confidential Information, and/or interfere with the performance of Consultant’s obligations under this Agreement.

Consultant warrants to Wright that Consultant: (1) has the right to enter into this Agreement; (2) has no obligations to any other person or organization that are in conflict with Consultant’s obligations under this Agreement; and (3) that all Consultant’s work product is and will be original, and will not infringe the copyrights, trade secrets, rights of privacy or similar proprietary rights of others.

9.	Term and Termination.

Either Party will have the right to terminate this Agreement upon ten (10) days written notice to the other Party.

This Agreement will automatically expire on June 1, 2016, unless extended by the mutual written agreement of the Parties.

In the event that Consultant accepts full-time employment with or full-time engagement as an independent contractor of another company or organization or otherwise engages in his own business on a full-time basis prior to June 1, 2016, this Agreement will automatically expire on the effective date of such employment or other engagement.

The continuing obligations of Consultant under this Agreement with respect to Confidential Information will survive indefinitely after the termination date of this Agreement.

10.

Independent Contractor/No Agency. Nothing in this Agreement may be construed to establish Wright as an employer and Consultant as an employee, to establish either party hereto as a partner or agent of the other party, or to create any other form of legal association that would impose liability upon a party for any act or omission of the other party or provide a party with the right, power, or authority to create or impose any duty or obligation on the other party, it being intended that each party hereto will remain an independent contractor acting in its own name and for its own account. Consultant agrees that the Consultant is not entitled to any Wright employee benefits or benefit plans of any kind, including but not limited to, worker’s compensation insurance, unemployment insurance, health insurance, life insurance, pension plan or any other benefit or insurance that Wright provides to its employees. In the event the United States Internal Revenue Service (“IRS”) makes a determination contrary to the status of consultant, Consultant will furnish to Wright a completed and fully executed IRS Form 4669 on or before April 15 of the year such request is made by Company. The submission of such Form 4669 will not be deemed to create an employer-employee relationship. Consultant will not take a position on its income tax return inconsistent with Consultant’s status as an independent contractor and will cooperate in any inquiry and dispute regarding Consultant’s status as an independent contractor that may arise from an IRS audit of Wright.

11.

Third-Party Confidential Information. Consultant understands that Wright does not desire to receive any confidential information in breach of the Consultant’s obligation to others and agrees that during the term of this Agreement, Consultant will not disclose to Wright or use in the performance of services for Wright, any confidential information in breach of the obligations to any third party.

12.

Use of Consultant’s Written Materials. Wright will have the right, at no additional charge, to use, modify, reproduce and prepare derivative works based on Consultant’s documentation and literature, provided to Wright by Consultant in connection with the performance of services under this Agreement, including without limitation, operating and maintenance manuals, technical publications, prints, drawings, training manuals, sales literature and other similar materials.

13.

No Commitment. It is understood that this Agreement does not obligate Wright to request proposals, bids or estimates from or to enter into contracts or place orders with Consultant, and does not constitute all of the conditions or terms of a contract, request, or order from Wright to Consultant. Further conditions and terms of any such contract, request or order will be agreed upon between Parties from time to time.

14.

No Reverse Engineering. Except as expressly provided herein, Consultant will not (A) reverse engineer or analyze samples furnished by Wright; (B) create derivatives of such samples for commercial purposes; or (C) file any patent application containing a claim to any subject matter derived from the Confidential Information, without the prior written consent of Wright.

15.

Return of Confidential Information. At any time upon Wright’s request, or upon the termination of this Agreement, all records and any compositions, articles, devices, Inventions and other items which disclose or embody Confidential Information (and all copies thereof) will be promptly returned to Wright and not retained by Consultant or Consultant representatives in any form. Analyses, summaries or other writings prepared by Consultant or Consultant advisors based on the Confidential Information will be promptly destroyed and all electronic memories data containing Confidential Information, including archival media, will be promptly purged of such Confidential Information.

16.

Injunctive Relief. Consultant also agrees that, in the event of any breach or threatened breach, Wright will be entitled to equitable relief, including injunctive relief and specific performance without posting a bond. Such relief will not be exclusive of Wright, but will be in addition to all other remedies. In the event disclosure is legally compelled, Consultant will provide Wright with prompt written notice so that Wright can seek appropriate protections and remedies.

17.

Disclaimer. Wright provides Confidential Information disclosed hereunder on an “AS IS” basis, without warranties of any kind. Without limiting the foregoing, Wright does not represent or warrant that such Confidential Information is accurate, complete or current. The disclosure of Confidential Information is for discussion purposes only. Wright may change the content of Confidential Information at any time at Wright’s sole discretion.

18.

Applicable Law and Jurisdiction. The provisions of this Agreement will be construed and interpreted in accordance with the laws of the State of Tennessee (without giving effect to the choice of law principles thereof). Wright and Consultant each hereby (A) agrees that any action, cause of action, claim, or dispute arising under or relating to this Agreement must be brought only in the courts of the State of Tennessee, located in the County of Shelby, or the federal court of the United States located in the Western District of Tennessee; (B) expressly consents to personal jurisdiction in the State of Tennessee, with respect to such action, cause of action, claim, or dispute; (C) irrevocably and unconditionally consents to the exclusive jurisdiction and venue of such courts for the purposes of enforcing the terms of this Agreement or interpreting any provision, remedying any breach, or otherwise adjudicating any action, cause of action, claim, or dispute of or under this Agreement; (D) irrevocably and unconditionally waives any objection to the jurisdiction and venue required in this Section 18; and (E) agrees not to plead or claim in any such court that any such action, cause of action, claim, or dispute has been brought in an inconvenient forum. Consultant hereby irrevocably appoints the Secretary of State of the State of Tennessee as his agent for service of any process, summons or other document related to initiating any action hereunder to enforce the rights of Wright.

19.

Miscellaneous. No amendment to this Agreement will be binding upon the Parties unless it is in writing and executed by both Parties. The failure of either Party at any time to require performance of any provision of this Agreement or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by either Party of any breach of any provision of this Agreement or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. All remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all previous communications, negotiations and agreements, whether oral or written, between the parties with respect to such subject matter. If any provision or clause of this Agreement, or the application thereof under certain circumstances is held invalid, the remainder of this Agreement, or the application of such provision or clause under other circumstances, will not be affected thereby.

20.	Export Control. Consultant agrees not to export, directly or indirectly, any U.S. source technical data acquired from Wright or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.

[Remainder of page intentionally left blank]

By signing below, the Parties acknowledge that they have read, understand, and agree to be bound by the foregoing Agreement.


CONSULTANT				WRIGHT MEDICAL TECHOLOGY, INC.

Pascal E.R. Girin				Robert J. Palmisano
				President and Chief Executive Officer
Date				Date

ADDENDUM

to the

CONSULTING AGREEMENT

NATURE OF CONSULTING SERVICES

At the direction of the Chief Executive Officer of Wright Medical Group, Inc., Consultant will provide those services reasonably requested to aid in an orderly transition of the duties of the Chief Operating Officer of Wright Medical Group, Inc. and such other duties as the Chief Executive Officer of Wright Medical Group, Inc. may reasonably request from time to time.

CONSULTANT’S FEE

Wright agrees to pay Consultant a monthly consulting fee in a gross amount equal to the monthly base salary paid to the Consultant immediately prior to the Effective Date. Wright and Consultant anticipate that the level of bona fide services Consultant will perform pursuant to the terms of the Consulting Agreement will be less than twenty percent (20%) of the average level of bona fide services performed by Consultant over the thirty-six (36) month period immediately preceding the effective date of the Consulting Agreement. Invoices for services will be monthly as work progresses (but in no event later than ninety (90) days after such services are rendered). Wright will also reimburse Consultant only for pre-approved travel expense. It is expected that Wright will pay all direct out-of-pocket expenses in connection with the Consulting Services, provided that Consultant obtains Wright’s advanced written authorization before obligating Wright for any such out-of-pocket expenses.

CONSULTANT’S POINT OF CONTACT AT WRIGHT

Consultant’s point of contact at Wright will be Robert J. Palmisano. All questions regarding this Agreement should be directed to the point of contact.

Exhibit 10.3

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October 1, 2015

Jason Senner

235 N. Smith Street, #503

Palatine, IL 60067

Re: Letter Agreement

Dear Jason:

This Agreement is intended to confirm that your employment with the Company will terminate, pursuant to your resignation from employment, in connection with a “change in control” as contemplated by the terms of that certain Separation Pay Agreement dated as of January 15, 2014 between Wright Medical Technology, Inc. (“WMT”) and you (the “Separation Pay Agreement”). Further, this Agreement is intended to amend the Separation Pay Agreement in certain respects, and, except as specifically set forth in this Agreement, the parties to this Agreement hereby agree that the Separation Pay Agreement will remain in full force and effect in accordance with its terms. This Agreement, together with the Separation Pay Agreement, evidences the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior oral discussions and writings are merged into this Agreement and the Separation Pay Agreement.

2. Resignation from Employment; At-Will Employment Prior to Resignation Date; Entitlement to Severance Pay and Benefits and Other Payments. You agree to and hereby resign as an employee of the Company, including any and all other subsidiaries and affiliates of the Company, effective as of the close of business on December 31, 2015 or such earlier date as agreed upon by the Company and you (the “Resignation Date”). Notwithstanding the foregoing, nothing in this Agreement constitutes a promise by the Company or you of your continued employment by the Company, and your employment with the Company is and will remain “at-will,” meaning that either you or the Company may terminate your employment relationship with the Company at any time for any reason. In addition, notwithstanding the foregoing, if you accept full-time employment with another employer prior to the Resignation Date as described above, the “Resignation Date” as used in this Agreement shall mean such earlier date on which you began such full-time employment and your employment with the Company will be deemed terminated as of such earlier date. In addition, notwithstanding the foregoing, if your employment is otherwise terminated for any reason prior to the Resignation Date as described above, the “Resignation Date” as used in this Agreement shall mean such earlier date on which your employment with the Company terminated. For the avoidance of doubt, the parties to this Agreement understand, acknowledge and agree that regardless of the reason, if any, of the termination of your employment on or prior to December 31, 2015, you will be entitled to the severance pay and benefits under Section 6 of the Separation Pay Agreement.

3. Continuing Benefits as Employee Prior to Resignation Date. After the Effective Time and prior to the Resignation Date, you will remain an employee of the Company, or one of its subsidiaries, through the Resignation Date and continue to: (1) receive your base salary as in effect as of the Effective Time, payable in accordance with the customary payroll practices of the Company as the same exists from time to time; (2) be eligible to participate in health insurance, retirement, disability and other benefit programs provided to officers of the Company on terms no less favorable than those available to officers of the Company; (3) be entitled to the same number of vacation days, holidays, sick days and other benefits as are generally allowed to officers of the Company in accordance with the Company’s policies in effect from time to time; and (4) be authorized to incur reasonable expenses in the discharge of your services as an employee of the Company, in accordance with the Company’s expense reimbursement policy, as the same may be modified by the Company from time to time. Notwithstanding the foregoing, you hereby understand, acknowledge and agree that you will not receive any annual or other equity awards after the Effective Time and prior to the Resignation Date or otherwise. After the Effective Time and prior to the Resignation Date, you are expected to maintain regular office hours in the Memphis, Tennessee office substantially similar to your schedule immediately prior to the Effective Time.

4. Employee’s Continuing Obligations Prior to and After Resignation Date. You hereby understand, acknowledge and agree that after the Effective Time and prior to the Resignation Date, you will continue to remain subject to and bound by the confidentiality, assignment of inventions, non-solicitation, non-interference and non-competition, and other obligations under the Separation Pay Agreement, which obligations will remain in full force and effect, and will survive your resignation from employment as provided therein. You also hereby understand, acknowledge and agree that after the Resignation Date, you will continue to remain subject to and bound by the terms of all prior agreements which you have entered into with the Company, including without limitation the Separation Pay Agreement, and all policies and procedures of the Company applicable to you and which by their terms extend beyond the Resignation Date.

5. Payment of Post-Change in Control Severance. The Company agrees to pay you the severance payment provided under Section 6.1 of the Separation Pay Agreement in the manner as provided in Section 6.1 of the Separation Pay Agreement, subject to the Company’s receipt of a release in the form of the release attached as Exhibit A to this Agreement that has been executed by you after your Resignation Date and that has not been revoked within the rescission period described in such release. In addition, the Company agrees to provide you the benefits provided under Section 6.2 of the Separation Pay Agreement in the manner as provided in Section 6.2 of the Separation Pay Agreement, subject to the Company’s receipt of a release in the form of the release attached as Exhibit A to this Agreement that has been executed by you after your Resignation Date and that has not been revoked within the rescission period described in such release; provided, however, that the amount specified in clause (v) of Section 6.2.1 of the Separation Pay Agreement shall be equal to the higher of: (a) your annual incentive payment at target for 2015; or (b) your actual annual incentive payout for 2015, in each case pursuant to the terms of Wright’s annual incentive plan for 2015, and that for clarity, no amount shall be paid with respect to clause (ii) of Section 6.2.1 of the Separation Pay Agreement.

7. Non-Disparagement. You agree that you will make no defamatory, disparaging, critical, derogatory or negative oral or written comments regarding the Company, or its products or services. The Company agrees that with the exception of necessary internal high-level comments related to company business which will remain confidential within the Company, neither the Company nor any of its parent companies, subsidiaries or affiliates (specifically by and/or through senior-level management personnel and Board members) will make any defamatory, disparaging, critical, derogatory or negative oral or written comments regarding you.

8. At-Will Employment. Notwithstanding anything in this Agreement or the Separation Pay Agreement to the contrary, nothing in this Agreement or the Separation Pay Agreement constitutes a promise of continued employment of you by the Company. Your employment with the Company is and will remain “at-will,” meaning that either you or the Company may terminate the employment relationship at any time for any reason.

9. Entire Agreement. This Agreement, together with the Separation Pay Agreement, the Release attached as Exhibit A, is the entire agreement between you and the Company relating to your employment and your resignation from employment, and your right to any severance pay and benefits. Except as expressly provided otherwise in this Agreement, this Agreement supersedes all prior oral and written agreements and communications between the parties hereto. This Agreement will not be modified, amended or terminated, except by a written agreement manually signed by both parties hereto.

10. Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other party, it being understood that both parties hereto need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[Remainder of page intentionally left blank]

Sincerely,

/s/ Robert J. Palmisano

Robert J. Palmisano

President and Chief Executive Officer

Wright Medical Group, Inc.

ACCEPTANCE

By signing below, I acknowledge that I have read, understand, and accept the terms and conditions of the foregoing Agreement, which I accept as of this 1st day of October, 2015:

/s/ Jason Senner

Jason Senner

EXHIBIT A

RELEASE

GENERAL RELEASE,

INCLUDING RELEASE OF POTENTIAL ADEA CLAIMS

In further consideration for the payment of severance payments and benefits provided under the Separation Pay Agreement between (i) Jason Senner (the “Executive”) and (ii) Wright Medical Technology, Inc. (the “Company”), the Executive, for himself and the Executive’s heirs, executors, administrators, and assigns, hereby unconditionally releases and forever discharges the Company and each of the Company’s stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, affiliates, and all persons acting by, through, under, or in concert with any of them (collectively, the “Released Party”) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected arising out of or relating to the Executive’s employment with the Company or termination of such employment, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended from time to time, and other federal, state, or local laws prohibiting discrimination, any claims the Executive may have with regard to the Executive’s hiring, employment, and separation from employment, and any claims growing out of any legal restrictions on the Company’s right to terminate its employees (“Claim(s)”), which the Executive now has, owns or holds, or claims to have owned or held, or which the Executive at any time may have had or claimed to have had against the Company.

The Executive is not releasing and Claims shall not include any rights or Claims the Executive has (1) pursuant to the Separation Pay Agreement between the Executive and the Company, any equity award granted to the Executive by Wright Medical Group, Inc. or the Indemnification Agreement between the Company or its affiliates and the Executive; (2) to be indemnified and advanced expenses in accordance with applicable law, or the Company’s and its affiliates’ corporate documents or to be covered under any applicable directors’ and officers’ liability insurance policies; (3) with respect to any rights which have accrued or become vested as of the date of this Release, including any rights to any outstanding equity awards; and (4) with respect to any Claims which arise after the Effective Date of this Release.

This Release complies with the Older Workers Benefit Protection Act of 1990, as amended from time to time.

This Release is written in terms which the Executive understands;

The Executive is advised of the Executive’s rights to consult an attorney to review and for advice regarding whether to sign this Release;

The Executive does not waive any rights or claims that may arise after the date the Release is executed;

The Executive is receiving consideration beyond anything of value to which the Executive already is entitled; and

The Executive has been given a reasonable period of time to consider this Release (at least 21 days).

RIGHT TO RESCIND OR REVOKE

The Executive understands that insofar as this Release relates to the Executive’s rights under the ADEA, it shall not become effective or enforceable until seven (7) days after the Executive signs it. The Executive also has the right to rescind (revoke) this Release only insofar as it extends to potential Claims under the ADEA by written notice to Company within seven (7) calendar days following the Executive’s signing this Release (the “Rescission Period”). Any such rescission (revocation) must be in writing, must explain that the revocation is applicable to the Executive’s ADEA Claims, and must be either hand-delivered to the Company or, if sent by mail, postmarked within the applicable time period (below), sent by certified mail, return receipt requested, and addressed as follows:

(a)

post-marked within the seven (7) day period;

(b)

properly addressed to:

General Counsel

Wright Medical Technology, Inc.

1023 Cherry Road

Memphis, TN 38117; and

(c)

sent by certified mail, return receipt requested.

AGREED AND ACCEPTED


				EXECUTIVE:


Dated: , 20				Signature
(Effective Date)
				Name: Jason Senner

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investors & Media:

Wright Medical Group N.V.

Julie D. Tracy

Chief Communications Officer

(901) 290-5817 (office)

julie.tracy@wmt.com

Wright Medical and Tornier Complete Merger and Create Premier

High-Growth Extremities-Biologics Company

AMSTERDAM, The Netherlands – October 1, 2015 – Wright Medical Group N.V. (NASDAQ: WMGI) announced today that it has successfully completed the previously announced merger of Wright Medical Group, Inc. and Tornier N.V. Under the terms of the merger agreement, a wholly-owned subsidiary of Tornier merged with and into Wright Medical Group, Inc., with Wright Medical Group, Inc. continuing as the surviving company and a wholly-owned subsidiary of Tornier. Upon completion of the merger, Tornier was renamed “Wright Medical Group N.V.”

Wright Medical Group, Inc. shares will cease trading on the NASDAQ Global Select Market at the close of business today. Wright Medical Group N.V. ordinary shares will begin trading under the symbol “WMGI” on the NASDAQ Global Select Market on Friday, October 2, 2015.

Robert Palmisano, president and chief executive officer of Wright, stated, “The culmination of this merger marks a significant milestone for our company, creating the premier, high-growth Extremities-Biologics company uniquely positioned with leading technologies and specialized sales forces in three of the fastest growing areas of orthopedics – Upper Extremities, Lower Extremities and Biologics. By bringing together the extensive and innovative capabilities of both Wright and Tornier, we can extend our leadership position and further accelerate our growth opportunities and path to profitability, all of which we believe will generate long-term value for our shareholders. This is also an exciting day for our employees as we officially join forces to pursue our shared commitment to serving extremities specialists and building the leading global business in this market.”

Under the terms of the transaction, each outstanding share of Wright common stock was exchanged for 1.0309 ordinary shares of Tornier.

The combined company will conduct business as Wright Medical Group N.V. and will leverage the global strengths of both product brands as a pure play Extremities and Biologics business. That leadership will be further enhanced by the recent U.S. Food and Drug Administration (FDA) premarket approval of Augment^® Bone Graft, which adds additional depth to what will be one of the most comprehensive extremity product portfolios in the industry as well as providing a platform technology for future new product development. The highly complementary nature of the two businesses gives the combined company significant diversity and scale across a range of geographies and product categories.

Once integrated, Wright continues to anticipate revenues of the combined business growing in the mid-teens and adjusted EBITDA margins approaching 20% in three to four years. The amount of cost synergies is expected to be in the range of $40 million to $45 million anticipated to be fully realized by the third year after completion of the transaction. Expense synergy opportunities include: public company expenses, overlapping support function and systems costs, as well as process and vendor consolidation opportunities across the business.

An investor presentation will be available on Wright’s investor relations website at www.wright.com.

Guidance

As a result of closing this transaction, Wright will provide 2015 guidance for the combined company on its upcoming third quarter earnings call, which is presently scheduled for November 4, 2015, at 3:30 p.m. Central Time.

Internet Posting of Information

Wright routinely posts information that may be important to investors in the “Investor Relations” section of its website at www.wright.com. The company encourages investors and potential investors to consult our website regularly for important information about us.

About Wright

Wright Medical Group N.V. is a global medical device company focused on providing extremity and biologic solutions that enable clinicians to alleviate pain and restore their patients’ lifestyles. The company is a recognized leader of surgical solutions for the upper extremity (shoulder, elbow, wrist and hand), lower extremity (foot and ankle) and biologics markets, three of the fastest growing segments in orthopedics. For more information about Wright, visit www.wright.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “could,” “may,” “will,” “believe,” “estimate,” and other words of similar meaning. Forward-looking statements in this press release include, but are not limited to, statements about the benefits of the merger; the combined company’s growth opportunities, path to profitability and long-term value for shareholders and its future financial outlook, including future revenues, adjusted EBITDA margins and cost synergies. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the failure to integrate the businesses and realize synergies and cost-savings from the transaction or delay in realization thereof; operating costs and business disruption following the transaction, including adverse effects on employee retention and on business relationships with third parties; transaction costs; actual or contingent liabilities; the adequacy of the combined company’s capital resources; other business effects, including the effects of industry, economic or political conditions outside of Wright’s control; failure to achieve the anticipated benefits from approval of Augment^® Bone Graft, and the risks identified under the heading “Risk Factors” in Wright Medical Group, Inc.’s Annual Report on Form 10-K, which was filed with the SEC on February 26, 2015, and Tornier’s Annual Report on Form 10-K, filed with the SEC on February 24, 2015, as well as both companies’ subsequent Quarterly Reports on Form 10-Q and other information filed by each company with the SEC. Investors should not place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read Wright’s and Tornier’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this release, and Wright undertakes no obligation to update or revise any of these statements. Wright’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

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