Wright Medical Group N.V. (Form: 10-Q, Received: 08/03/2017 06:10:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 25, 2017



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35065

WRIGHT MEDICAL GROUP N.V.

(Exact name of registrant as specified in its charter)



The Netherlands		98-0509600
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Prins Bernhardplein 200 1097 JB Amsterdam, The Netherlands (Address of principal executive offices)		None (Zip Code)

(+31) 20 521 4777

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company" and "emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of July 28, 2017 , there were 104,803,155 ordinary shares outstanding.

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WRIGHT MEDICAL GROUP N.V.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 25, 2017

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	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited).	5
Condensed Consolidated Balance Sheets as of June 25, 2017 and December 25, 2016	5
Condensed Consolidated Statements of Operations for the three and six months ended June 25, 2017 and June 26, 2016	6
Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 25, 2017 and June 26, 2016	7
Condensed Consolidated Statements of Cash Flows for the six months ended June 25, 2017 and June 26, 2016	8
Notes to Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	40
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	52
Item 4. Controls and Procedures.	55

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.	55
Item 1A. Risk Factors.	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	59
Item 3. Defaults Upon Senior Securities.	59
Item 4. Mine Safety Disclosures.	59
Item 5. Other Information.	59
Item 6. Exhibits.	60

SIGNATURES	61

EXHIBITS INDEX	62

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), and that are subject to the safe harbor created by those sections. These statements reflect management's current knowledge, assumptions, beliefs, estimates, and expectations and express management's current view of future performance, results, and trends. Forward-looking statements may be identified by their use of terms such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, and other similar terms. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to materially differ from those described in the forward-looking statements. The reader should not place undue reliance on forward-looking statements. Such statements are made as of the date of this report, and we undertake no obligation to update such statements after this date. Risks and uncertainties that could cause our actual results to materially differ from those described in forward-looking statements are discussed in our filings with the U.S. Securities and Exchange Commission (SEC) (including our most recent Annual Report on Form 10-K, which was filed with the SEC on February 23, 2017). By way of example and without implied limitation, such risks and uncertainties include:

•

future actions of the SEC, the United States Attorney’s office, the U.S. Food and Drug Administration (FDA), the Department of Health and Human Services, or other U.S. or foreign government authorities, including those resulting from increased scrutiny under the U.S. Foreign Corrupt Practices Act and similar laws, that could delay, limit, or suspend our development, manufacturing, commercialization, and sale of products, or result in seizures, injunctions, monetary sanctions, or criminal or civil liabilities;

•

risks associated with the merger between Tornier N.V. (Tornier or legacy Tornier) and Wright Medical Group, Inc. (WMG or legacy Wright), including the failure to realize intended benefits and anticipated synergies and cost-savings from the transaction or delay in realization thereof; our businesses may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and business disruption after the transaction, including adverse effects on employee retention, our sales and distribution channel, especially in light of territory transitions, and business relationships with third parties;


•	risks associated with the divestiture of the U.S. rights to certain of legacy Tornier's ankle and silastic toe replacement products;


•	liability for product liability claims on hip/knee (OrthoRecon) products sold by Wright Medical Technology, Inc. (WMT) prior to the divestiture of the OrthoRecon business;

•

risks and uncertainties associated with the recent metal-on-metal master settlement agreement and the settlement agreement with the three insurance companies, including without limitation, the final settlement amount and the final number of claims settled under the master settlement agreement, the resolution of the remaining unresolved claims, the effect of the broad release of certain insurance coverage for present and future claims, and the resolution of WMT’s dispute with the remaining carriers;


•	failure to realize the anticipated benefits from previous acquisitions and dispositions;


•	adverse outcomes in existing product liability litigation;


•	new product liability claims;


•	inadequate insurance coverage;


•	copycat claims against our modular hip systems resulting from a competitor’s recall of its modular hip product;


•	the ability of a creditor of any one particular entity within our corporate structure to reach the assets of the other entities within our corporate structure not liable for the underlying claims of the one particular entity, despite our corporate structure which is intended to ring-fence liabilities;


•	failure to obtain anticipated commercial sales of our AUGMENT ^® Bone Graft in the United States;


•	challenges to our intellectual property rights or inability to defend our products against the intellectual property rights of others;


•	adverse effects of diverting resources and attention to transition services provided to the purchaser of our Large Joints business;


•	failures of, interruptions to, or unauthorized tampering with, our information technology systems;


•	failure or delay in obtaining FDA or other regulatory approvals for our products;


•	the potentially negative effect of our ongoing compliance efforts on our relationships with customers and on our ability to deliver timely and effective medical education, clinical studies, and new products;


•	the possibility of private securities litigation or shareholder derivative suits;


•	insufficient demand for and market acceptance of our new and existing products;


•	recently enacted healthcare laws and changes in product reimbursements, which could generate downward pressure on our product pricing;


•	potentially burdensome tax measures;


•	lack of suitable business development opportunities;

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•	inability to capitalize on business development opportunities;


•	product quality or patient safety issues;


•	geographic and product mix impact on our sales;


•	inability to retain key sales representatives, independent distributors, and other personnel or to attract new talent;


•	inventory reductions or fluctuations in buying patterns by wholesalers or distributors;


•	inability to generate sufficient cash flow to satisfy our capital requirements, including future milestone payments, and existing debt, including the conversion features of our convertible senior notes, or refinance our existing debt as it matures;


•	risks associated with our credit, security and guaranty agreement for our senior secured asset-based line of credit;


•	inability to raise additional financing when needed and on favorable terms;


•	the negative impact of the commercial and credit environment on us, our customers, and our suppliers;


•	deriving a significant portion of our revenues from operations in certain geographic markets that are subject to political, economic, and social instability, including in particular France, and risks and uncertainties involved in launching our products in certain new geographic markets;


•	fluctuations in foreign currency exchange rates;


•	not successfully developing and marketing new products and technologies and implementing our business strategy;


•	not successfully competing against our existing or potential competitors and the effect of significant recent consolidations amongst our competitors;


•	the reliance of our business plan on certain market assumptions;


•	our private label manufacturers failing to provide us with sufficient supply of their products, or failing to meet appropriate quality requirements;


•	our inability to timely manufacture products or instrument sets to meet demand;


•	our plans to bring the manufacturing of certain of our products in-house and possible disruptions we may experience in connection with such transition;


•	our plans to increase our gross margins by taking certain actions designed to do so;


•	the loss of key suppliers, which may result in our inability to meet customer orders for our products in a timely manner or within our budget;


•	the incurrence of significant expenditures of resources to maintain relatively high levels of inventory, which could reduce our cash flows and increase the risk of inventory obsolescence, which could harm our operating results;


•	consolidation in the healthcare industry that could lead to demands for price concessions or the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, financial condition, or operating results;


•	our clinical trials and their results and our reliance on third parties to conduct them;


•	the compliance of our products and activities with the laws and regulations of the countries in which they are marketed, which compliance may be costly and time-consuming;


•	the use, misuse or off-label use of our products that may harm our image in the marketplace or result in injuries that may lead to product liability suits, which could be costly to our business or result in governmental sanctions;


•	pending and future other litigation, which could have an adverse effect on our business, financial condition, or operating results; and


•	risks in light of the material weakness in our internal control over financial reporting that we have identified in fiscal 2016.

For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or otherwise could materially adversely affect our business, financial condition, or operating results, see “Part I. Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K. The risks and uncertainties described above and in “Part I. Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K are not exclusive and further information concerning us and our business, including factors that potentially could materially affect our financial results or condition, may emerge from time to time. We assume no obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K we file with or furnish to the SEC.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited).

Wright Medical Group N.V. Condensed Consolidated Balance Sheets (In thousands, except share data) (unaudited)

	June 25, 2017			December 25, 2016
Assets:
Current assets:
Cash and cash equivalents	$	228,877		$	262,265
Restricted cash	150,018			150,000
Accounts receivable, net	116,884			130,602
Inventories	161,769			150,849
Prepaid expenses	11,362			11,678
Other current assets	55,203			54,231
Total current assets	724,113			759,625

Property, plant and equipment, net	206,614			201,732
Goodwill	855,405			851,042
Intangible assets, net	225,402			231,797
Deferred income taxes	1,578			1,498
Other assets	278,359			244,892
Total assets	$	2,291,471		$	2,290,586
Liabilities and Shareholders’ Equity:
Current liabilities:
Accounts payable	$	42,762		$	32,866
Accrued expenses and other current liabilities	432,430			407,704
Current portion of long-term obligations	25,639			33,948
Total current liabilities	500,831			474,518

Long-term debt and capital lease obligations	805,770			780,407
Deferred income taxes	27,509			27,550
Other liabilities	322,736			321,247
Total liabilities	1,656,846			1,603,722
Commitments and contingencies ( Note 12 )
Shareholders’ equity:
Ordinary shares, €0.03 par value, authorized: 320,000,000 shares; issued and outstanding: 104,735,229 shares at June 25, 2017 and 103,400,995 shares at December 25, 2016	3,859			3,815
Additional paid-in capital	1,937,097			1,908,749
Accumulated other comprehensive loss	(231		)	(19,461		)
Accumulated deficit	(1,306,100		)	(1,206,239		)
Total shareholders’ equity	634,625			686,864
Total liabilities and shareholders’ equity	$	2,291,471		$	2,290,586

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V. Condensed Consolidated Statements of Operations (In thousands, except per share data) (unaudited)

	Three months ended						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
Net sales	$	179,693		$	170,716		$	356,884		$	340,007
Cost of sales ^{1, 2}	38,122			49,009			75,248			95,675
Gross profit	141,571			121,707			281,636			244,332
Operating expenses:
Selling, general and administrative ¹	130,818			136,483			260,652			271,229
Research and development ¹	12,547			12,108			24,979			24,224
Amortization of intangible assets	6,999			7,484			14,396			13,941
Total operating expenses	150,364			156,075			300,027			309,394
Operating loss	(8,793		)	(34,368		)	(18,391		)	(65,062		)
Interest expense, net	18,339			13,024			36,534			24,878
Other (income) expense, net	(6,557		)	(2,061		)	1,418			(3,129		)
Loss from continuing operations before income taxes	(20,575		)	(45,331		)	(56,343		)	(86,811		)
Provision (benefit) for income taxes	385			(3,300		)	1,324			(4,588		)
Net loss from continuing operations	(20,960		)	(42,031		)	(57,667		)	(82,223		)
Loss from discontinued operations, net of tax	(20,202		)	(187,329		)	(42,194		)	(195,135		)
Net loss	$	(41,162	)	$	(229,360	)	$	(99,861	)	$	(277,358	)

Net loss from continuing operations per share-basic and diluted ( Note 11 ):	$	(0.20	)	$	(0.41	)	$	(0.55	)	$	(0.80	)
Net loss from discontinued operations per share-basic and diluted ( Note 11 ):	$	(0.19	)	$	(1.82	)	$	(0.41	)	$	(1.90	)
Net loss per share-basic and diluted ( Note 11 ):	$	(0.39	)	$	(2.23	)	$	(0.96	)	$	(2.70	)

Weighted-average number of ordinary shares outstanding-basic and diluted:	104,377			102,785			104,020			102,745

___________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:



	Three months ended				Six months ended
	June 25, 2017		June 26, 2016		June 25, 2017		June 26, 2016
Cost of sales	$	132	$	42	$	251	$	175
Selling, general and administrative	4,323		2,852		7,979		5,902
Research and development	277		162		456		296


²	Cost of sales includes amortization of inventory step-up adjustment of $10.4 million and $20.6 million for the three and six months ended June 26, 2016 , respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(unaudited)



	Three months ended						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
Net loss	$	(41,162	)	$	(229,360	)	$	(99,861	)	$	(277,358	)

Other comprehensive income:
Changes in foreign currency translation	10,785			(4,067		)	19,230			7,283
Other comprehensive income (loss)	10,785			(4,067		)	19,230			7,283

Comprehensive loss	$	(30,377	)	$	(233,427	)	$	(80,631	)	$	(270,075	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wright Medical Group N.V. Condensed Consolidated Statements of Cash Flows (In thousands) (unaudited)

	Six months ended
	June 25, 2017			June 26, 2016
Operating activities:
Net loss	$	(99,861	)	$	(277,358	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	27,124			27,317
Share-based compensation expense	8,686			6,373
Amortization of intangible assets	14,396			14,282
Amortization of deferred financing costs and debt discount	24,643			17,126
Deferred income taxes	(725		)	(3,199		)
Provision for excess and obsolete inventory	7,619			10,478
Non-cash loss on extinguishment of debt	—			12,343
Amortization of inventory step-up adjustment	—			22,895
Non-cash adjustment to derivative fair values	(3,964		)	(23,273		)
Impairment loss on large joints assets held for sale ( Note 3 )	—			21,876
Mark-to-market adjustment for CVRs ( Note 5 )	2,236			6,727
Other	1,470			2,052
Changes in assets and liabilities:
Accounts receivable	15,238			7,453
Inventories	(16,563		)	(2,969		)
Prepaid expenses and other current assets	8,971			1,551
Accounts payable	8,121			(3,004		)
Accrued expenses and other liabilities	(22,930		)	(13,936		)
Provision for metal-on-metal product liabilities ( Note 12 )	14,721			150,000
Net cash used in operating activities	(10,818		)	(23,266		)
Investing activities:
Capital expenditures	(31,355		)	(24,761		)
Purchase of intangible assets	(944		)	(4,223		)
Net cash used in investing activities	(32,299		)	(28,984		)
Financing activities:
Issuance of ordinary shares	19,670			774
Proceeds from convertible senior notes	—			395,000
Redemption of convertible senior notes	—			(102,974		)
Payment of notes premium	—			(1,619		)
Proceeds from stock warrants	—			54,629
Proceeds from notes hedge option	—			3,892
Payment of notes hedge option	—			(99,816		)
Payments of deferred financing costs and equity issuance costs	—			(8,318		)
Proceeds from issuance of other long-term debt	—			821
Repurchase of stock warrants				(3,319		)
Payment of contingent consideration	(987		)	—
Payments of capital lease obligations	(1,065		)	(1,115		)
Payments of debt	(9,374		)	—
Net cash provided by financing activities	8,244			237,955

Effect of exchange rates on cash, cash equivalents and restricted cash	1,503			742

Net (decrease) increase in cash, cash equivalents and restricted cash	(33,370		)	186,447

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Wright Medical Group N.V. Consolidated Statements of Cash Flows (Continued) (In thousands)

	Six months ended
	June 25, 2017		June 26, 2016
Cash, cash equivalents and restricted cash, beginning of period	412,265		139,804

Cash, cash equivalents and restricted cash, end of period	$	378,895	$	326,251

The accompanying notes are an integral part of these condensed consolidated financial statements.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Description of Business

Wright Medical Group N.V. (Wright or we) is a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. We market our products in over 50 countries worldwide.

Our global corporate headquarters are located in Amsterdam, the Netherlands. We also have significant operations located in Memphis, Tennessee (U.S. headquarters, research and development, sales and marketing administration, and administrative activities); Bloomington, Minnesota (upper extremities sales and marketing and warehousing operations); Arlington, Tennessee (manufacturing and warehousing operations); Franklin, Tennessee (manufacturing and warehousing operations); Montbonnot, France (manufacturing and warehousing operations); and Macroom, Ireland (manufacturing). In addition, we have local sales and distribution offices in Canada, Australia, Asia, Latin America, and throughout Europe. For purposes of this report, references to "international" or "foreign" relate to non-U.S. matters while references to "domestic" relate to U.S. matters.

Our fiscal year-end is generally determined on a 52-week basis and runs from the Monday nearest to the 31st of December of a year, and ends on the Sunday nearest to the 31st of December of the following year. Every few years, it is necessary to add an extra week to the year making it a 53-week period. Prior to the merger (the Wright/Tornier merger or the merger) with Tornier N.V. (legacy Tornier) in October 2015, our fiscal year ended December 31 each year.

The condensed consolidated financial statements and accompanying notes present our consolidated results for each of the three and six months ended June 25, 2017 and June 26, 2016 . The three and six months ended June 25, 2017 and June 26, 2016 each consisted of thirteen and twenty-six weeks, respectively.

All amounts are presented in U.S. dollars ($), except where expressly stated as being in other currencies, e.g., Euros (€).

References in these notes to condensed consolidated financial statements to "we," "our" and "us" refer to Wright Medical Group N.V. and its subsidiaries after the Wright/Tornier merger and Wright Medical Group, Inc. (WMG or legacy Wright) and its subsidiaries before the Wright/Tornier merger.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation. The unaudited condensed consolidated interim financial statements of Wright Medical Group N.V. have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 25, 2016 , as filed with the U.S. Securities and Exchange Commission (SEC) on February 23, 2017.

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our domestic and international subsidiaries, all of which are wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.

Discontinued Operations. On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France SAS (Tornier France) and certain other entities related to us and Corin Orthopaedics Holdings Limited (Corin) entered into a business sale agreement and simultaneously completed and closed the sale of our business operations operating under the large joints operating segment. Pursuant to the terms of the agreement, Tornier France sold substantially all of the assets related to our hip and knee, or large joints, business (the Large Joints business) to Corin for approximately €29.7 million in cash, less approximately

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

€11.1 million for net working capital adjustments and subject to certain other closing adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction.

On January 9, 2014, legacy Wright completed the divestiture and sale of its hip and knee (OrthoRecon) business to MicroPort Scientific Corporation (MicroPort). Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold prior to the closing, were not assumed by MicroPort. Charges associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations.

All current and historical operating results for the Large Joints and OrthoRecon businesses are reflected within discontinued operations in the condensed consolidated financial statements.

Other than the discontinued operations discussed in Note 3 , unless otherwise stated, all discussion of assets and liabilities in these notes to the condensed consolidated financial statements reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations.

Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, and has subsequently issued several supplemental and/or clarifying ASUs (collectively ASC 606). Accounting Standards Codification (ASC) 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 outlines a five-step model, under which we will recognize revenue as performance obligations within a customer contract are satisfied. ASC 606 is intended to provide more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual reporting periods beginning after December 15, 2017 (fiscal year 2018 for Wright), including interim periods within the reporting period. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or using the cumulative effect transition method with the cumulative effect of initial adoption recognized at the date of initial application. We have not determined what transition method we will use. We are currently assessing the impact that the future adoption of ASC 606 may have on our consolidated financial statements by analyzing our current portfolio of customer contracts, including a review of historical accounting policies and practices to identify potential differences in applying the guidance of ASC 606. Based on our preliminary review of our customer contracts, we expect that revenue on the majority of our customer contracts will continue to be recognized at a point in time, generally upon surgical implantation or shipment of products to distributors, consistent with our current revenue recognition model.

On February 25, 2016, the FASB issued ASU 2016-02, Leases, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in FASB ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. The ASU will be effective for us beginning in fiscal year 2019. We are in the initial phases of our adoption plans; and accordingly, we are unable to estimate any effect this may have on our consolidated financial statements.

On March 30, 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is to simplify accounting for income taxes, forfeitures, and withholding taxes associated with share-based payment arrangements, and reduce ambiguity in cash flow reporting. We adopted this ASU during the quarter ended March 26, 2017 and noted no impact on our condensed consolidated financial statements.

On August 26, 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU’s amendments add or clarify guidance on eight cash flow issues, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, and proceeds from the settlement of insurance claims. We elected to early adopt this guidance for the year ended December 25, 2016. The application of this guidance did not impact the historical presentation of our consolidated statement of cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash, which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

total amounts shown on the statement of cash flows. We elected to early adopt the methodology for presenting restricted cash resulting from the Escrow Agreement described in Note 13 for the year ended December 25, 2016.

On January 26, 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The guidance in the ASU is effective for our interim and annual goodwill impairment tests beginning in 2020 with early adoption permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We are in the initial phases of our adoption plans; and, accordingly, we are unable to estimate any effect this may have on our consolidated financial statements.

3. Discontinued Operations

For the three months ended June 25, 2017 and June 26, 2016 , our loss from discontinued operations, net of tax, totaled $20.2 million and $187.3 million , respectively. For the six months ended June 25, 2017 and June 26, 2016 , our loss from discontinued operations, net of tax, totaled $42.2 million and $195.1 million , respectively. Our loss from discontinued operations was attributable primarily to expenses associated with legacy Wright's former OrthoRecon business and, to a lesser degree, the former Large Joints business.

Large Joints Business

On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, Tornier France, Corin, and certain other entities related to us and Corin entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. Pursuant to the terms of the agreement, we sold substantially all of the assets related to our Large Joints business to Corin for approximately €29.7 million in cash, less approximately € 11.1 million for net working capital adjustments. Upon closing, the parties also executed a transitional services agreement and supply agreement, among other ancillary agreements required to implement the transaction. These agreements are on arm’s length terms and are not expected to be material to our condensed consolidated financial statements.

All historical operating results for the Large Joints business as well as continued involvement in accordance with the transitional service agreement and supply agreement are reflected within discontinued operations in the condensed consolidated statements of operations.

For the three and six months ended June 25, 2017 , our loss from discontinued operations for the Large Joints business, net of tax, totaled $0.5 million and $1.5 million and was primarily attributable to professional fees and internal costs to support transition activities, costs associated with transition services and working capital adjustments. The basic and diluted weighted-average number of ordinary shares outstanding was 104.4 million and 104.0 million for the three months and six months ended June 25, 2017 , respectively. The basic and diluted net loss from discontinued operations per share for the Large Joints business was $0.01 for the three and six months ended June 25, 2017 .

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following table summarizes the results of discontinued operations for the Large Joints business for the three and six months ended June 26, 2016 (in thousands, except per share data):



	Three months ended			Six months ended
	June 26, 2016			June 26, 2016
Net sales	$	10,164		$	21,900
Cost of sales	5,711			11,360
Selling, general and administrative	6,008			10,172
Other	627			1,234
Loss from discontinued operations before income taxes	(2,182		)	(866		)
Impairment loss on assets held for sale, before income taxes	21,876			21,876
Total loss from discontinued operations before income taxes	(24,058		)	(22,742		)
Income tax benefit	5,175			4,770
Total loss from discontinued operations, net of tax	$	(18,883	)	$	(17,972	)

Net loss from discontinued operations per share-basic and diluted ( Note 11 )	$	(0.18	)	$	(0.18	)

Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 11 )	102,785			102,745

Cash used in operating activities from the Large Joints business totaled $1.3 million for the six months ended June 25, 2017 . Cash provided by operating activities from the Large Joints business totaled $4.1 million for the six months ended June 26, 2016 .

OrthoRecon Business

On January 9, 2014, legacy Wright completed the divestiture and sale of its OrthoRecon business to MicroPort Scientific Corporation. Pursuant to the terms of the agreement, the purchase price (as defined in the agreement) was approximately $283 million (including a working capital adjustment), which MicroPort paid in cash. As a result of the transaction, we recognized approximately $24.3 million as the gain on disposal of the OrthoRecon business, before the effect of income taxes.

Certain liabilities associated with the OrthoRecon business, including product liability claims associated with hip and knee products sold by legacy Wright prior to the closing, were not assumed by MicroPort. Charges associated with these product liability claims, including legal defense, settlements and judgments, income associated with product liability insurance recoveries, and changes to any contingent liabilities associated with the OrthoRecon business have been reflected within results of discontinued operations, and we will continue to reflect these within results of discontinued operations in future periods.

All current and historical operating results for the OrthoRecon business are reflected within discontinued operations in the condensed consolidated financial statements. The following table summarizes the results of discontinued operations for the OrthoRecon business (in thousands, except per share data):

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	Three months ended						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
Net sales	$	—		$	—		$	—		$	—
Selling, general and administrative	19,648			168,446			40,661			177,163
Loss from discontinued operations before income taxes	(19,648		)	(168,446		)	(40,661		)	(177,163		)
Benefit for income taxes	—			—			—			—
Total loss from discontinued operations, net of tax	$	(19,648	)	$	(168,446	)	$	(40,661	)	$	(177,163	)

Net loss from discontinued operations per share-basic and diluted ( Note 11 )	$	(0.19	)	$	(1.64	)	$	(0.39	)	$	(1.72	)

Weighted-average number of ordinary shares outstanding-basic and diluted ( Note 11 )	104,377			102,785			104,020			102,745

The above selling, general and administrative expenses during the three and six months ended June 26, 2016, included a $150 million charge related to the retained metal-on-metal product liability claims associated with the OrthoRecon business.

We will incur continuing cash outflows associated with legal defense costs and the ultimate resolution of these contingent liabilities, net of insurance proceeds, until these liabilities are resolved. Cash used in operating activities by the OrthoRecon business totaled $17.7 million and $15.8 million for the six months ended June 25, 2017 and June 26, 2016 , respectively.

4. Inventories

Inventories consist of the following (in thousands):



	June 25, 2017		December 25, 2016
Raw materials	$	10,558	$	15,319
Work-in-process	29,887		22,422
Finished goods	121,324		113,108
	$	161,769	$	150,849

5. Fair Value of Financial Instruments and Derivatives

We account for derivatives in accordance with FASB ASC 815, which establishes accounting and reporting standards requiring that derivative instruments be recorded on the balance sheet as either an asset or liability measured at fair value. Additionally, changes in the derivatives' fair value shall be recognized currently in earnings unless specific hedge accounting criteria are met.

FASB ASC Section 820, Fair Value Measurements and Disclosures requires fair value measurements be classified and disclosed in one of the following three categories:


Level 1:	Financial instruments with unadjusted, quoted prices listed on active market exchanges.


Level 2:	Financial instruments determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.


Level 3:	Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

2021 Notes Conversion Derivative and Notes Hedges

On May 20, 2016 , we issued $395 million aggregate principal amount of 2.25% cash convertible senior notes due 2021 (2021 Notes). See Note 8 of the condensed consolidated financial statements for additional information regarding the 2021 Notes. The 2021 Notes have a conversion derivative feature (2021 Notes Conversion Derivative) that requires bifurcation from the 2021 Notes

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in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million .

In connection with the issuance of the 2021 Notes, we entered into hedges (2021 Notes Hedges) with two option counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges.

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2021 Notes Hedges and 2021 Notes Conversion Derivative:



	Location on condensed consolidated balance sheet	June 25, 2017		December 25, 2016
2021 Notes Hedges	Other assets	$	186,892	$	159,095
2021 Notes Conversion Derivative	Other liabilities	$	187,191	$	161,601

In the first quarter of 2017, the closing price of our ordinary shares was greater than 130% of the 2021 Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end; and, therefore, the holders of the 2021 Notes had the ability to convert the notes during the succeeding quarterly period. Due to the ability of the holders of the 2021 Notes to convert the notes during this period, the carrying value of the 2021 Notes and the fair value of the 2021 Notes Conversion Derivative were classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 26, 2017. There were no conversions during the second quarter of 2017. The closing price of our ordinary shares was less than 130% of the 2021 Notes conversion price for more than 20 of the 30 consecutive trading days preceding the quarter ended June 25, 2017, which resulted in the 2021 Notes no longer being convertible. As such, the 2021 Notes, 2021 Notes Conversion Derivative and 2021 Notes Hedges were classified as long-term as of June 25, 2017.

The 2021 Notes Hedges and the 2021 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2021 Notes Conversion Derivative nor the 2021 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain on changes in fair value (in thousands) related to the 2021 Notes Hedges and 2021 Notes Conversion Derivative:



	Three months ended						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
2021 Notes Hedges	$	(73,416	)	$	(15,511	)	$	27,797		$	(15,511	)
2021 Notes Conversion Derivative	76,244			30,797			(25,590		)	30,797
Net gain on changes in fair value	$	2,828		$	15,286		$	2,207		$	15,286

2020 Notes Conversion Derivative and Notes Hedges

On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of 2.00% cash convertible senior notes due 2020 (2020 Notes). See Note 8 of the condensed consolidated financial statements for additional information regarding the 2020 Notes. The 2020 Notes have a conversion derivative feature (2020 Notes Conversion Derivative) that requires bifurcation from the 2020 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million .

In connection with the issuance of the 2020 Notes, WMG entered into hedges (2020 Notes Hedges) with three option counterparties. The 2020 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG is required to make upon conversion of the 2020 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. However, in connection with certain events, these option counterparties

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have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges.

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45 million aggregate principal amount of 2020 Notes (including the 2020 Notes Conversion Derivative) for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990 .00 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount at an aggregate cost of approximately $44.6 million . We settled the associated portion of the 2020 Notes Conversion Derivative at a benefit of approximately $0.4 million and satisfied the accrued interest, which was not material.

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2020 Notes Hedges and 2020 Notes Conversion Derivative:



	Location on condensed consolidated balance sheet	June 25, 2017		December 25, 2016
2020 Notes Hedges	Other assets	$	84,034	$	77,232
2020 Notes Conversion Derivative	Other liabilities	$	82,752	$	77,758

The 2020 Notes Hedges and the 2020 Notes Conversion Derivative are measured at fair value using Level 3 inputs. These instruments are not actively traded and are valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2020 Notes Conversion Derivative nor the 2020 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2020 Notes Hedges and 2020 Notes Conversion Derivative:



	Three months ended						Six months ended
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
	June 25, 2017			June 26, 2016			June 25, 2017			June 26, 2016
2020 Notes Hedges	$	(66,177	)	$	(28,308	)	$	6,802		$	(90,445	)
2020 Notes Conversion Derivative	67,318			28,238			(4,994		)	90,122
Net gain (loss) on changes in fair value	$	1,141		$	(70	)	$	1,808		$	(323	)

2017 Notes Conversion Derivative and Notes Hedges

On August 31, 2012 , WMG issued $300 million aggregate principal amount of 2.00% cash convertible senior notes due 2017 (2017 Notes). See Note 8 of the condensed consolidated financial statements for additional information regarding the 2017 Notes. The 2017 Notes have a conversion derivative feature (2017 Notes Conversion Derivative) that requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, and is accounted for as a derivative liability. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million .

In connection with the issuance of the 2017 Notes, WMG entered into hedges (2017 Notes Hedges) with three option counterparties. The aggregate cost of the 2017 Notes Hedges was $56.2 million and was accounted for as a derivative asset in accordance with ASC Topic 815.

In connection with the issuance of the 2020 Notes, WMG used approximately $292 million of the 2020 Notes' net proceeds to repurchase and extinguish approximately $240 million aggregate principal amount of the 2017 Notes, settle the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $49 million , and satisfy the accrued interest of $2.4 million . WMG also settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants associated with the 2017 Notes (paying $60 million ), generating net proceeds of approximately $10 million .

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount of 2017 Notes (including the 2017 Notes Conversion Derivative) for the 2021 Notes. For each

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

$1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of the 2021 Notes (subject, in each case, to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount at a cost of approximately $56.3 million . We settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $1.9 million and satisfied the accrued interest, which was not material.

In addition, during the second quarter of 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions and settled the associated portion of the 2017 Notes Conversion Derivative at a cost of approximately $0.1 million , and satisfied the accrued interest, which was not material.

The following table summarizes the fair value and the presentation in our condensed consolidated balance sheets (in thousands) of the 2017 Notes Conversion Derivative:



	Location on condensed consolidated balance sheet	June 25, 2017		December 25, 2016
2017 Notes Conversion Derivative	Accrued expenses and other current liabilities	$	215	$	164

The 2017 Notes Conversion Derivative is measured at fair value using Level 3 inputs. This instrument is not actively traded and is valued using an option pricing model that uses observable and unobservable market data for inputs.

Neither the 2017 Notes Conversion Derivative nor the 2017 Notes Hedges qualify for hedge accounting; thus, any change in the fair value of the derivatives is recognized immediately in our condensed consolidated statements of operations. The following table summarizes the net gain (loss) on changes in fair value (in thousands) related to the 2017 Notes Conversion Derivative:



	Three months ended				Six months ended
	June 25, 2017		June 26, 2016		June 25, 2017			June 26, 2016
	June 25, 2017		June 26, 2016		June 25, 2017			June 26, 2016
2017 Notes Conversion Derivative	$	360	$	1,416	$	(51	)	$	8,310
Net gain (loss) on changes in fair value	$	360	$	1,416	$	(51	)	$	8,310

To determine the fair value of the embedded conversion option in the 2017, 2020, and 2021 Notes Conversion Derivatives, a trinomial lattice model was used. A trinomial stock price lattice generates three possible outcomes of stock price - one up, one down, and one stable. This lattice generates a distribution of stock prices at the maturity date and throughout the life of the 2017, 2020, and 2021 Notes. Using this stock price lattice, a convertible note lattice was created where the value of the embedded conversion option was estimated by comparing the value produced in a convertible note lattice with the option to convert against the value without the ability to convert. In each case, the convertible note lattice first calculates the possible convertible note values at the maturity date, using the distribution of stock prices, which equals to the maximum of (x) the remaining bond cash flows and (y) stock price times the conversion price. The values of the 2017, 2020, and 2021 Notes Conversion Derivatives at the valuation date were estimated using the values at the maturity date and moving back in time on the lattices (both for the lattice with the conversion option and without the conversion option). Specifically, at each node, if the 2017, 2020, or 2021 Notes are eligible for early conversion, the value at this node is the maximum of (i) converting to stock, which is the stock price times the conversion price, and (ii) holding onto the 2017, 2020, and 2021 Notes, which is the discounted and probability-weighted value from the three possible outcomes at the future nodes plus any accrued but unpaid coupons that are not considered at the future nodes. If the 2017, 2020, or 2021 Notes are not eligible for early conversion, the value of the conversion option at this node equals to (ii). In the lattice, a credit adjustment was applied to the discount for each cash flow in the model as the embedded conversion option, as well as the coupon and notional payments, is settled with cash instead of shares.

To estimate the fair value of the 2020 and 2021 Notes Hedges, we used the Black-Scholes formula combined with credit adjustments, as the option counterparties have credit risk and the call options are cash settled. We assumed that the call options will be exercised at the maturity since our ordinary shares do not pay any dividends and management does not expect to declare dividends in the near term.

The following assumptions were used in the fair market valuations of the 2017 Notes Conversion Derivative, 2020 Notes Conversion Derivative, 2020 Notes Hedge, 2021 Notes Conversion Derivative, and 2021 Notes Hedge as of June 25, 2017 :

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)



	2017 Notes Conversion Derivative	2020 Notes Conversion Derivative	2020 Notes Hedge	2021 Notes Conversion Derivative	2021 Notes Hedge
Stock Price Volatility (1)	34.43%	28.84%	28.84%	31.75%	31.75%
Credit Spread for Wright (2)	4.01%	2.01%	N/A	2.65%	N/A
Credit Spread for Deutsche Bank AG (3)	N/A	N/A	0.54%	N/A	N/A
Credit Spread for Wells Fargo Securities, LLC (3)	N/A	N/A	0.24%	N/A	N/A
Credit Spread for JPMorgan Chase Bank (3)	N/A	N/A	0.29%	N/A	0.38%
Credit Spread for Bank of America (3)	N/A	N/A	N/A	N/A	0.4%


(1)	Volatility selected based on historical and implied volatility of ordinary shares of Wright Medical Group N.V.


(2)	Credit spread implied from traded price.


(3)	Credit spread of each bank is estimated using CDS curves. Source: Bloomberg.

Derivatives not Designated as Hedging Instruments

We employ a derivative program using foreign currency forward contracts to mitigate the risk of currency fluctuations on our intercompany receivable and payable balances that are denominated in foreign currencies. These forward contracts are expected to offset the transactional gains and losses on the related intercompany balances. These forward contracts are not designated as hedging instruments under FASB ASC Topic 815. Accordingly, the changes in the fair value and the settlement of the contracts are recognized in the period incurred in the accompanying condensed consolidated statements of operations. At June 25, 2017 and December 25, 2016 , we had $0.7 million and $0.4 million in foreign currency contracts outstanding, respectively.

As part of our acquisition of WG Healthcare on January 7, 2013, we may be obligated to pay contingent consideration upon the achievement of certain revenue milestones; therefore, we have recorded the estimated fair value of future contingent consideration of approximately $0.4 million as of June 25, 2017 and December 25, 2016 .

As a result of the acquired sales and distribution business of Surgical Specialties Australia Pty. Ltd in 2015, we have recorded the estimated fair value of future contingent consideration of approximately $1 million and $1.7 million as of June 25, 2017 and December 25, 2016 , respectively.

The fair value of the contingent consideration as of June 25, 2017 and December 25, 2016 was determined using a discounted cash flow model and probability adjusted estimates of the future earnings and is classified in Level 3. Changes in the fair value of contingent consideration are recorded in “Other (income) expense, net” in our condensed consolidated statements of operations.

On March 1, 2013, as part of our acquisition of BioMimetic Therapeutics, Inc. (BioMimetic), we issued Contingent Value Rights (CVRs) as part of the merger consideration. Each CVR entitles its holder to receive additional cash payments of up to $6.50 per share, which are payable upon receipt of FDA approval of AUGMENT ^® Bone Graft and upon achieving certain revenue milestones. On September 1, 2015, AUGMENT ^® Bone Graft received FDA approval and the first of the milestone payments associated with the CVRs was paid out at $3.50 per share, which totaled $98.1 million . The fair value of the CVRs outstanding at June 25, 2017 and December 25, 2016 was $39.2 million and $37.0 million , respectively, and was determined using the closing price of the security in the active market (Level 1). For the three and six months ended June 25, 2017 , the change in the fair value of the CVRs resulted in income of $3.9 million and expense of $2.2 million , respectively. For the three and six months ended June 26, 2016 , the change in the fair value of the CVRs resulted in expense of $1.4 million and $6.7 million , respectively. The income or expense related to the change in the value of the CVRs is recorded in “Other (income) expense, net” in our condensed consolidated statements of operations. If, prior to March 1, 2019, sales of AUGMENT ^® Bone Graft reach $40 million over 12 consecutive months, cash payment would be required at $1.50 per share, or $42 million . Further, if, prior to March 1, 2019, sales of AUGMENT ^® Bone Graft reach $70 million over 12 consecutive months, an additional cash payment would be required at $1.50 per share, or $42 million . As of June 25, 2017 , we have reflected the $39 million balance related to CVR liability within "Accrued expenses and other current liabilities."

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates the fair value of these financial instruments at June 25, 2017 and December 25, 2016 due to their short maturities and variable rates.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following tables summarize the valuation of our financial instruments (in thousands):



	Total		Quoted prices in active markets (Level 1)		Prices with other observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
At June 25, 2017
Assets
Cash and cash equivalents	$	228,877	$	228,877	$	—	$	—
Restricted cash	150,018		150,018		—		—
2020 Notes Hedges	84,034		—		—		84,034
2021 Notes Hedges	186,892		—		—		186,892
Total	$	649,821	$	378,895	$	—	$	270,926

Liabilities
2017 Notes Conversion Derivative	$	215	$	—	$	—	$	215
2020 Notes Conversion Derivative	82,752		—		—		82,752
2021 Notes Conversion Derivative	187,191		—		—		187,191
Contingent consideration	1,537		—		—		1,537
Contingent consideration (CVRs)	39,241		39,241		—		—
Total	$	310,936	$	39,241	$	—	$	271,695



	Total		Quoted prices in active markets (Level 1)		Prices with other observable inputs (Level 2)		Prices with unobservable inputs (Level 3)
At December 25, 2016
Assets
Cash and cash equivalents	$	262,265	$	262,265	$	—	$	—
Restricted cash	150,000		150,000		—		—
2020 Notes Hedges	77,232		—		—		77,232
2021 Notes Hedges	159,095		—		—		159,095
Total	$	648,592	$	412,265	$	—	$	236,327

Liabilities
2017 Notes Conversion Derivative	$	164	$	—	$	—	$	164
2020 Notes Conversion Derivative	77,758		—		—		77,758
2021 Notes Conversion Derivative	161,601		—		—		161,601
Contingent consideration	2,249		—		—		2,249
Contingent consideration (CVRs)	36,999		36,999		—		—
Total	$	278,771	$	36,999	$	—	$	241,772

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The following is a roll forward of our assets and liabilities measured at fair value on a recurring basis using unobservable inputs (Level 3) (in thousands):



	Balance at December 25, 2016			Additions		Transfers into Level 3		Gain/(loss) included in earnings			Settlements		Currency			Balance at June 25, 2017

2017 Notes Conversion Derivative	$	(164	)	$	—	$	—	$	(51	)	$	—	$	—		$	(215	)
2020 Notes Hedges	77,232			—		—		6,802			—		—			84,034
2020 Notes Conversion Derivative	(77,758		)	—		—		(4,994		)	—		—			(82,752		)
2021 Notes Hedges	159,095			—		—		27,797			—		—			186,892
2021 Notes Conversion Derivative	(161,601		)	—		—		(25,590		)	—		—			(187,191		)
Contingent consideration	(2,249		)	—		—		(171		)	987		(104		)	(1,537		)

6. Property, Plant and Equipment

Property, plant and equipment, net consists of the following (in thousands):



	June 25, 2017			December 25, 2016
Property, plant and equipment, at cost	$	396,142		$	368,278
Less: Accumulated depreciation	(189,528		)	(166,546		)
	$	206,614		$	201,732

7. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill occurring during the six months ended June 25, 2017 , are as follows (in thousands):



	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Total
Goodwill at December 25, 2016	$	218,525	$	558,669	$	73,848	$	851,042
Foreign currency translation	—		—		4,363		4,363
Goodwill at June 25, 2017	$	218,525	$	558,669	$	78,211	$	855,405

Goodwill is recognized for the excess of the purchase price over the fair value of net assets of businesses acquired. Goodwill is required to be tested for impairment at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed in the fourth quarter annually.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The components of our identifiable intangible assets, net, are as follows (in thousands):



	June 25, 2017					December 25, 2016
	Cost			Accumulated amortization		Cost			Accumulated amortization
Indefinite life intangibles:
In-process research and development (IPRD) technology	$	997				$	938

Finite life intangibles:
Distribution channels	900			$	510	900			$	374
Completed technology	139,170			33,949		133,966			26,550
Licenses	4,868			1,323		4,868			1,115
Customer relationships	126,135			19,090		122,974			15,133
Trademarks	14,188			8,698		13,950			6,881
Non-compete agreements	10,868			8,338		11,810			7,833
Other	551			367		524			247
Total finite life intangibles	296,680			$	72,275	288,992			$	58,133

Total intangibles	297,677					289,930
Less: Accumulated amortization	(72,275		)			(58,133		)
Intangible assets, net	$	225,402				$	231,797

Based on the total finite life intangible assets held at June 25, 2017 , we expect amortization expense of approximately $28.3 million in 2017 , $23.2 million in 2018 , $21.1 million in 2019 , $20.5 million in 2020 , and $20.3 million in 2021 .

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

8. Debt and Capital Lease Obligations

Debt and capital lease obligations consist of the following (in thousands):



	June 25, 2017			December 25, 2016
Capital lease obligations	$	16,600		$	14,892

2021 Notes	290,198			280,811
2020 Notes	497,364			482,364
2017 Notes	2,015			1,971
Asset-based line of credit	21,069			30,000
Mortgages	2,480			2,544
Shareholder debt	1,683			1,773
	831,409			814,355
Less: Current portion	(25,639		)	(33,948		)
	$	805,770		$	780,407

2021 Notes

On May 20, 2016, we issued $395 million aggregate principal amount of the 2021 Notes pursuant to an indenture (2021 Notes Indenture), dated as of May 20, 2016 , between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2021 Notes require interest to be paid at an annual rate of 2.25% semi-annually in arrears on each May 15 and November 15 , and will mature on November 15, 2021 unless earlier converted or repurchased. The 2021 Notes are convertible, subject to certain conditions, solely into cash. The initial conversion rate for the 2021 Notes will be 46.8165 ordinary shares (subject to adjustment as provided in the 2021 Notes Indenture) per $1,000 principal amount of the 2021 Notes (subject to, and in accordance with, the settlement provisions of the 2021 Notes Indenture), which is equal to an initial conversion price of approximately $21.36 per ordinary share. We may not redeem the 2021 Notes prior to the maturity date, and no “sinking fund” is available for the 2021 Notes, which means that we are not required to redeem or retire the 2021 Notes periodically.

The holders of the 2021 Notes may convert their 2021 Notes at any time prior to May 15, 2021 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2016 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2021 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after May 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2021 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2021 Notes, equal to the settlement amount as calculated under the 2021 Notes Indenture. If we undergo a fundamental change, as defined in the 2021 Notes Indenture, subject to certain conditions, holders of the 2021 Notes will have the option to require us to repurchase for cash all or a portion of their 2021 Notes at a repurchase price equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2021 Notes Indenture. In addition, following certain corporate transactions, we, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2021 Notes in connection with such corporate transaction. The 2021 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2021 Notes; (ii) equal in right of payment to any of our unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. As a result of the issuance of the 2021 Notes, we recorded deferred financing charges of approximately $7.3 million , which are being amortized over the term of the 2021 Notes using the effective interest method.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

classified as current liabilities, and the fair value of the 2021 Notes Hedges were classified as current assets as of March 26, 2017. There were no conversions during the second quarter of 2017. The closing price of our ordinary shares was less than 130% of the 2021 Notes conversion price for more than 20 of the 30 consecutive trading days preceding the quarter ended June 25, 2017, which resulted in the 2021 Notes no longer being convertible. As such, the 2021 Notes, 2021 Notes Conversion Derivative and 2021 Notes Hedges were classified as long-term as of June 25, 2017.

The 2021 Notes Conversion Derivative requires bifurcation from the 2021 Notes in accordance with ASC Topic 815, Derivatives and Hedging , and is accounted for as a derivative liability. See Note 5 for additional information regarding the 2021 Notes Conversion Derivative. The fair value of the 2021 Notes Conversion Derivative at the time of issuance of the 2021 Notes was $117.2 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2021 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2021 Notes. For the three and six months ended June 25, 2017 , we recorded $4.5 million and $8.8 million , respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 9.72% .

The components of the 2021 Notes were as follows (in thousands):



	June 25, 2017			December 25, 2016
Principal amount of 2021 Notes	$	395,000		$	395,000
Unamortized debt discount	(98,606		)	(107,441		)
Unamortized debt issuance costs	(6,196		)	(6,748		)
Net carrying amount of 2021 Notes	$	290,198		$	280,811

The estimated fair value of the 2021 Notes was approximately $543.0 million at June 25, 2017 , based on a quoted price in an active market (Level 1).

We entered into 2021 Notes Hedges in connection with the issuance of the 2021 Notes with two counterparties. The 2021 Notes Hedges, which are cash-settled, are generally intended to reduce our exposure to potential cash payments that we would be required to make if holders elect to convert the 2021 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change (as defined in the 2021 Notes Indenture); (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the option counterparties of hedging the 2021 Note Hedges; (iii) our failure to perform certain obligations under the 2021 Notes Indenture or under the 2021 Notes Hedges; (iv) certain payment defaults on our existing indebtedness in excess of $25 million ; or (v) if we or any of our significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2021 Notes Hedges, which may reduce the effectiveness of the 2021 Notes Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2021 Notes Hedges and warrant transactions upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2021 Notes; or (ii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer. Any such adjustment may also reduce the effectiveness of the 2021 Note Hedges. The aggregate cost of the 2021 Notes Hedges was $99.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 5 of the condensed consolidated financial statements for additional information regarding the 2021 Notes Hedges and the 2021 Notes Conversion Derivative.

We also entered into warrant transactions in which we sold warrants for an aggregate of 18.5 million ordinary shares to the two option counterparties, subject to adjustment, for an aggregate of $54.6 million . The strike price of the warrants is $30.00 per share, which was 69% above the last reported sale price of our ordinary shares on May 12, 2016 . The warrants are expected to be net-share settled and exercisable over the 100 trading day period beginning on February 15, 2022. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions.

Aside from the initial payment of the $99.8 million premium in the aggregate to the two option counterparties and subject to the right of the option counterparties to terminate the 2021 Notes Hedges in certain circumstances, we do not expect to be required to make any cash payments to the option counterparties under the 2021 Notes Hedges and expect to be entitled to receive from the option counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2021 Notes Hedges is initially equal to the conversion price of the 2021 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2021 Note Hedges, which may reduce the effectiveness of the 2021 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of shares equal in value to one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price of each warrant, multiplied by the number of ordinary shares into which the 2021 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised.

As described in more detail below, concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes and the 2020 Notes exchanged their 2017 Notes or 2020 Notes for the 2021 Notes.

2020 Notes

On February 13, 2015 , WMG issued $632.5 million aggregate principal amount of the 2020 Notes pursuant to an indenture (2020 Notes Indenture), dated as of February 13, 2015 between WMG and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2020 Notes require interest to be paid semi-annually on each February 15 and August 15 at an annual rate of 2.00% , and mature on February 15, 2020 unless earlier converted or repurchased. The 2020 Notes were initially issued whereby they were convertible at the option of the holder, during certain periods and subject to certain conditions described below, solely into cash at an initial conversion rate of 32.3939 shares of WMG common stock per $1,000 principal amount of the 2020 Notes, subject to adjustment upon the occurrence of certain events, which represented an initial conversion price of approximately $30.87 per share of WMG common stock. On November 24, 2015, Wright Medical Group N.V. executed a supplemental indenture, fully and unconditionally guaranteeing, on a senior unsecured basis, WMG’s obligations relating to the 2020 Notes, changing the underlying reference securities from WMG common stock to Wright Medical Group N.V. ordinary shares and making a corresponding adjustment to the conversion price. From and after the effective time of the Wright/Tornier merger, (i) all calculations and other determinations with respect to the 2020 Notes previously based on references to WMG common stock are calculated or determined by reference to our ordinary shares, and (ii) the conversion rate (as defined in the 2020 Notes Indenture) for the 2020 Notes was adjusted to a conversion rate of 33.39487 ordinary shares (subject to adjustment as provided in the 2020 Notes Indenture) per $1,000 principal amount of the 2020 Notes, which represents a conversion price of approximately $29.94 per ordinary share (subject to, and in accordance with, the settlement provisions of the 2020 Notes Indenture). The 2020 Notes may not be redeemed by WMG prior to the maturity date, and no “sinking fund” is available for the 2020 Notes, which means that WMG is not required to redeem or retire the 2020 Notes periodically.

The holders of the 2020 Notes may convert their notes at any time prior to August 15, 2019 solely into cash, in multiples of $1,000 principal amount, upon satisfaction of one or more of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2015 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2020 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. The Wright/Tornier merger did not result in a conversion right for holders of the 2020 Notes. On or after August 15, 2019 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2020 Notes solely into cash, regardless of the foregoing circumstances. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2020 Notes, equal to the settlement amount as calculated under the 2020 Notes Indenture. If WMG undergoes a fundamental change, as defined in the 2020 Notes Indenture, subject to certain conditions, holders of the 2020 Notes will have the option to require WMG to repurchase for cash all or a portion of their notes at a purchase price equal to 100% of the principal amount of the 2020 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2020 Notes Indenture. In addition, following certain corporate transactions, WMG, under certain circumstances, will increase the applicable conversion rate for a holder that elects to convert its 2020 Notes in connection with such corporate transaction. The 2020 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2020 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. In conjunction with the issuance of the 2020 Notes, we recorded deferred financing charges of approximately $18.1 million , which are being amortized over the term of the 2020 Notes using the effective interest method.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The 2020 Notes Conversion Derivative requires bifurcation from the 2020 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. See Note 5 of the condensed consolidated financial statements for additional information regarding the 2020 Notes Conversion Derivative. The fair value of the 2020 Notes Conversion Derivative at the time of issuance of the 2020 Notes was $149.8 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2020 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2020 Notes. For the three and six months ended June 25, 2017 , we recorded $6.8 million and $13.4 million , respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 8.54% For the three and six months ended June 26, 2016 , we recorded $6.6 million and $13.1 million , respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 8.54% .

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2020 Notes exchanged approximately $45.0 million aggregate principal amount of their 2020 Notes for the 2021 Notes. For each $1,000 principal amount of 2020 Notes validly submitted for exchange, we delivered $990.00 principal amount of the 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2020 Notes and the rounded amount. As a result of this note exchange and retirement of $45.0 million aggregate principal amount of the 2020 Notes, we recognized approximately $9.3 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended June 26, 2016.

The components of the 2020 Notes were as follows (in thousands):



	June 25, 2017			December 25, 2016
Principal amount of 2020 Notes	$	587,500		$	587,500
Unamortized debt discount	(80,374		)	(93,749		)
Unamortized debt issuance costs	(9,762		)	(11,387		)
Net carrying amount of 2020 Notes	$	497,364		$	482,364

The estimated fair value of the 2020 Notes was approximately $646.3 million at June 25, 2017 , based on a quoted price in an active market (Level 1).

WMG entered into the 2020 Notes Hedges in connection with the issuance of the 2020 Notes with three option counterparties. See Note 5 of the condensed consolidated financial statements for additional information on the 2020 Notes Hedges. The 2020 Notes Hedges, which are cash-settled, are generally intended to reduce WMG's exposure to potential cash payments that WMG would be required to make if holders elect to convert the 2020 Notes at a time when our ordinary share price exceeds the conversion price. However, in connection with certain events, including, among others, (i) a merger or other make-whole fundamental change (as defined in the 2020 Notes indenture); (ii) certain hedging disruption events, which may include changes in tax laws, an increase in the cost of borrowing our ordinary shares in the market or other material increases in the cost to the option counterparties of hedging the 2020 Note Hedges; (iii) WMG's failure to perform certain obligations under the 2020 Notes Indenture or under the 2020 Notes Hedges; (iv) certain payment defaults on WMG's existing indebtedness in excess of $25 million ; or (v) if WMG or any of its significant subsidiaries become insolvent or otherwise becomes subject to bankruptcy proceedings, the option counterparties have the discretion to terminate the 2020 Note Hedges at a value determined by them in a commercially reasonable manner and/or adjust the terms of the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. In addition, the option counterparties have broad discretion to make certain adjustments to the 2020 Notes Hedges upon the occurrence of certain other events, including, among others, (i) any adjustment to the conversion rate of the 2020 Notes; or (ii) upon the announcement of certain significant corporate events, including events that may give rise to a termination event as described above, such as the announcement of a third-party tender offer. Any such adjustment may also reduce the effectiveness of the 2020 Note Hedges. The aggregate cost of the 2020 Notes Hedges was $144.8 million and is accounted for as a derivative asset in accordance with ASC Topic 815. See Note 5 of the condensed consolidated financial statements for additional information regarding the 2020 Notes Hedges and the 2020 Notes Conversion Derivative.

WMG also entered into warrant transactions in which it sold warrants for an aggregate of 20.5 million shares of WMG common stock to the three option counterparties, subject to adjustment. The strike price of the warrants was initially $40 per share of WMG common stock, which was 59% above the last reported sale price of WMG common stock on February 9, 2015 . On November 24, 2015, Wright Medical Group N.V. assumed WMG's obligations pursuant to the warrants. Following the assumption, the warrants became exercisable for 21.1 million Wright Medical Group N.V. ordinary shares and the strike price of the warrants was adjusted to $38.8010 per ordinary share. The warrants are expected to be net-share settled and exercisable over the 200 trading

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(UNAUDITED)

day period beginning on May 15, 2020. The warrant transactions will have a dilutive effect on our ordinary shares to the extent that the market value per ordinary share during such period exceeds the applicable strike price of the warrants. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to warrant transactions, which may increase our obligations under the warrant transactions.

In addition, during the second quarter of 2016, we settled a portion of the 2020 Notes Hedges (receiving $3.9 million ) and repurchased a portion of the warrants associated with the 2020 Notes (paying $3.3 million ), generating net proceeds of approximately $0.6 million . Subsequent to this partial settlement, we had warrants which were exercisable for 19.6 million ordinary shares and the strike price of the warrants remained $38.8010 per ordinary share.

Aside from the initial payment of the $144.8 million premium in the aggregate to the option counterparties, we do not expect to be required to make any cash payments to the option counterparties under the 2020 Notes Hedges and expect to be entitled to receive from the option counterparties cash, generally equal to the amount by which the market price per ordinary share exceeds the strike price of the convertible note hedging transactions during the relevant valuation period. The strike price under the 2020 Notes Hedges is initially equal to the conversion price of the 2020 Notes. However, in connection with certain events, these option counterparties have the discretion to make certain adjustments to the 2020 Note Hedges, which may reduce the effectiveness of the 2020 Note Hedges. Additionally, if the market value per ordinary share exceeds the strike price on any settlement date under the warrant transaction, we will generally be obligated to issue to the option counterparties in the aggregate a number of ordinary shares equal in value to one half of one percent of the amount by which the then-current market value of one ordinary share exceeds the then-effective strike price of each warrant, multiplied by the number of reference ordinary shares into which the 2020 Notes are initially convertible. We will not receive any additional proceeds if warrants are exercised.

2017 Notes

On August 31, 2012 , WMG issued $300 million aggregate principal amount of the 2017 Notes pursuant to an indenture (2017 Notes Indenture), dated as of August 31, 2012 between WMG and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2017 Notes mature on August 15, 2017 , and we pay interest on the 2017 Notes semi-annually on each February 15 and August 15 at an annual rate of 2.00% . WMG may not redeem the 2017 Notes prior to the maturity date, and no “sinking fund” is available for the 2017 Notes, which means that WMG is not required to redeem or retire the 2017 Notes periodically. The 2017 Notes are convertible at the option of the holder, during certain periods and subject to certain conditions as described below, solely into cash at an initial conversion rate of 39.3140 shares per $1,000 principal amount of the 2017 Notes, subject to adjustment upon the occurrence of specified events, which represents an initial conversion price of $25.44 per share. Holders could have converted their 2017 Notes at any time prior to February 15, 2017 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2012 (and only during such calendar quarter), if the last reported sale price of our ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter was greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our ordinary shares and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after February 15, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2017 Notes solely into cash, regardless of the foregoing circumstances. While we currently do not expect significant conversions because the 2017 Notes currently trade at a premium to the as-converted value, and a converting holder would forego future interest payments, any conversions would reduce our cash resources. Upon conversion, a holder will receive an amount in cash, per $1,000 principal amount of the 2017 Notes, equal to the settlement amount as calculated under the 2017 Notes Indenture. If we undergo a fundamental change, as defined in the 2017 Notes Indenture, subject to certain conditions, holders of the 2017 Notes will have the option to require WMG to repurchase for cash all or a portion of their 2017 Notes at a purchase price equal to 100% of the principal amount of the 2017 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as defined in the 2017 Notes Indenture. In addition, following certain corporate transactions, WMG, under certain circumstances, will pay a cash make-whole premium by increasing the applicable conversion rate for a holder that elects to convert its 2017 Notes in connection with such corporate transaction. The 2017 Notes are senior unsecured obligations that rank: (i) senior in right of payment to any of WMG's indebtedness that is expressly subordinated in right of payment to the 2017 Notes; (ii) equal in right of payment to any of WMG's unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of WMG's subsidiaries. As a result of the issuance of the 2017 Notes, we recognized deferred financing charges of approximately $8.8 million , which are being amortized over the term of the 2017 Notes using the effective interest method.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

The 2017 Notes Conversion Derivative requires bifurcation from the 2017 Notes in accordance with ASC Topic 815, Derivatives and Hedging, and is accounted for as a derivative liability. See Note 5 of the condensed consolidated financial statements for additional information regarding the 2017 Notes Conversion Derivative. The fair value of the 2017 Notes Conversion Derivative at the time of issuance of the 2017 Notes was $48.1 million and was recorded as original debt discount for purposes of accounting for the debt component of the 2017 Notes. This discount is amortized as interest expense using the effective interest method over the term of the 2017 Notes. For the three and six months ended June 26, 2016 , we recorded $0.4 million and $0.9 million , respectively, of interest expense related to the amortization of the debt discount based upon an effective rate of 6.47% . The amount of interest expense related to the amortization of debt discount for the three and six months ended June 25, 2017 was insignificant.

In connection with the issuance of the 2020 Notes on February 13, 2015, WMG repurchased and extinguished $240 million aggregate principal amount of the 2017 Notes and settled all of the 2017 Notes Hedges (receiving $70 million ) and repurchased all of the warrants (paying $60 million ) associated with the 2017 Notes. As a result of the repurchase, we recognized approximately $25.1 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended March 31, 2015.

Concurrently with the issuance and sale of the 2021 Notes, certain holders of the 2017 Notes exchanged approximately $54.4 million aggregate principal amount their 2017 Notes for the 2021 Notes. For each $1,000 principal amount of 2017 Notes validly submitted for exchange, we delivered $1,035.40 principal amount of 2021 Notes (subject to rounding down to the nearest $1,000 principal amount of the 2021 Notes, the difference being referred as the rounded amount) to the investor plus an amount of cash equal to the unpaid interest on the 2017 Notes and the rounded amount. In addition, during the three months ended June 26, 2016, we repurchased and extinguished an additional $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions. As a result of this exchange and these repurchases, we recognized approximately $3.0 million for the write-off of related pro-rata unamortized deferred financing fees and debt discount within “Other (income) expense, net” in our condensed consolidated statements of operations during the three months ended June 26, 2016.

The components of the 2017 Notes were as follows (in thousands):



	June 25, 2017			December 25, 2016
Principal amount of 2017 Notes	$	2,026		$	2,026
Unamortized debt discount	(9		)	(47		)
Unamortized debt issuance costs	(2		)	(8		)
Net carrying amount of 2017 Notes	$	2,015		$	1,971

The estimated fair value of the 2017 Notes was approximately $2.1 million at June 25, 2017 , based on a quoted price in an active market (Level 1).

ABL Facility

On December 23, 2016 , we, together with WMG and certain of our other wholly-owned U.S. subsidiaries (collectively, Borrowers), entered into a Credit, Security and Guaranty Agreement (ABL Credit Agreement) with Midcap Financial Trust, as administrative agent (Agent) and a lender and the additional lenders from time to time party thereto. The ABL Credit Agreement provides for a $150.0 million senior secured asset-based line of credit, subject to the satisfaction of a borrowing base requirement (ABL Facility). The ABL Facility may be increased by up to $100.0 million upon the Borrowers’ request, subject to the consent of the Agent and each of the other lenders providing such increase. All borrowings under the ABL Facility are subject to the satisfaction of customary conditions, including the absence of default, the accuracy of representations and warranties in all material respects and the delivery of an updated borrowing base certificate. As of June 25, 2017 and December 25, 2016 , we had $21.1 million and $30.0 million , respectively, in borrowings outstanding under the ABL Facility. We have reflected this debt as a current liability on our condensed consolidated balance sheet as of June 25, 2017 and December 25, 2016 , as required by US GAAP due to the weekly lockbox repayment/re-borrowing arrangement underlying the agreement, as well as the ability for the lenders to accelerate the repayment of the debt under certain circumstances as described below. As of June 25, 2017 and December 25, 2016 , we had $2.4 million and $2.5 million , respectively, of unamortized debt issuance costs related to the ABL Facility. These amounts are included within "Other assets" on our condensed consolidated balance sheets and will be amortized over the five-year term of the ABL Facility as described below.

The interest rate margin applicable to borrowings under the ABL Facility is, at the option of the Borrowers, equal to either (a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans, subject to a 0.75% LIBOR floor. In addition to paying interest on the outstanding loans under the ABL Facility, the Borrowers also are required to pay a customary unused line fee equal to 0.50%

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per annum in respect of unutilized commitments and certain other customary fees related to Agent’s administration of the ABL Facility. Beginning January 1, 2017, the Borrowers are required to maintain a minimum drawn balance on the ABL Facility equal to 20% of the average borrowing base for each month. To the extent the actual drawn balance is less than 20% , the Borrowers must pay a fee equal to the amount the lenders under the ABL Facility would have earned had the Borrowers maintained a minimum drawn balance equal to 20% of the average borrowing base for such month.

The ABL Credit Agreement requires that the Borrowers calculate the borrowing base for the ABL Facility on at least a monthly basis and each time the Borrowers make a draw on the ABL Facility in accordance with the formula set forth in the ABL Credit Agreement. The borrowing base is subject to adjustment and the implementation of reserves by the Agent in its permitted discretion, as further described in the ABL Credit Agreement. If at any time the outstanding drawn balance under the ABL Facility exceeds the borrowing base as in effect at such time, Borrowers will be required to prepay loans under the ABL Facility in an amount equal to such excess. Certain accounts receivables and proceeds of collateral of the Borrowers will be applied to reduce the outstanding principal amount of the ABL Facility on a periodic basis.

There is no scheduled amortization under the ABL Facility and (subject to borrowing base requirements and applicable conditions to borrowing) the available revolving commitment may be borrowed, repaid and reborrowed without restriction. All outstanding loans under the ABL Facility will be due and payable in full on the date that is the earliest to occur of (x) December 23, 2021 ; (y) the date that is 91 days prior to the maturity date of the 2020 Notes or (z) the date that is 91 days prior to the maturity date of the 2021 Notes; provided that, the springing maturity under clauses (y) and (z) are subject to the Borrowers’ ability to refinance, extend, renew or replace the 2020 Notes and/or the 2021 Notes, as applicable, in full pursuant to the terms of the ABL Credit Agreement. Any voluntary or mandatory permanent reduction or termination of the revolving commitments under the ABL Facility is subject to a prepayment premium applicable to such reduced or terminated amount equal to (i) 3.0% through December 23, 2017, (ii) 2.0% from December 24, 2017 through December 23, 2018 and (iii) 0.75% at any time thereafter.

The ABL Credit Agreement contains certain negative covenants that restrict our ability to take certain actions as specified in the ABL Credit Agreement and an affirmative covenant that we maintain net revenue at or above minimum levels and maintain liquidity in the United States at a level specified in the ABL Credit Agreement, subject to certain exceptions. All of the obligations under the ABL Facility are guaranteed jointly and severally by Wright Medical Group N.V. and each of the Borrowers on the terms set forth in the ABL Credit Agreement. Subject to certain exceptions set forth in the ABL Credit Agreement, amounts outstanding under the ABL Facility are secured by a senior first priority security interest in substantially all existing and after-acquired assets of Wright Medical Group N.V. and each Borrower. As of June 25, 2017 , we were in compliance with all covenants under the ABL Credit Agreement.

Mortgages and Shareholder Debt

We have mortgages that had an outstanding balance of $2.5 million at June 25, 2017 and December 25, 2016 . The majority of this debt is mortgages that were acquired as a result of the Wright/Tornier merger. These mortgages are secured by an office building in Montbonnot, France and bear fixed annual interest rates of 2.55% - 4.9% .

The shareholder debt acquired was the result of a 2008 transaction where a 51% -owned and consolidated subsidiary of legacy Tornier borrowed $2.2 million from a then-current member of the legacy Tornier board of directors, who was also a 49% owner of the consolidated subsidiary. This loan was used to partially fund the purchase of real estate in Grenoble, France, to be used as a manufacturing facility. Interest on the debt is variable-based on the three-month Euro Libor rate plus 0.5% and has no stated term. The outstanding balance on this debt was $1.7 million as of June 25, 2017 and $1.8 million as of December 25, 2016 .

9. Accumulated Other Comprehensive Income (AOCI)

Other comprehensive income (loss) (OCI) includes certain gains and losses that under US GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are initially recorded as an adjustment to shareholders’ equity. Amounts in OCI may be reclassified to net income (loss) upon the occurrence of certain events.

For the six months ended June 25, 2017 and June 26, 2016, OCI was comprised solely of foreign currency translation adjustments.

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Changes in AOCI for the six months ended June 25, 2017 and June 26, 2016 were as follows (in thousands):



	Six months ended June 25, 2017
	Currency translation adjustment
Balance at December 25, 2016	$	(19,461	)
Other comprehensive income	19,230
Balance at June 25, 2017	$	(231	)



	Six months ended June 26, 2016
	Currency translation adjustment
Balance at December 27, 2015	$	(10,484	)
Other comprehensive income	7,283
Balance at June 26, 2016	$	(3,201	)

10. Changes in Shareholders' Equity

The below table provides an analysis of changes in each balance sheet caption of shareholders’ equity for the six months ended June 25, 2017 and June 26, 2016 (in thousands, except share data):



	Six months ended June 25, 2017
	Ordinary shares			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
	Number of shares	Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance at December 25, 2016	103,400,995	$	3,815	$	1,908,749		$	(1,206,239	)	$	(19,461	)	$	686,864
2017 Activity:
Net loss	—	—		—			(99,861		)	—			(99,861		)
Foreign currency translation	—	—		—			—			19,230			19,230
Issuances of ordinary shares	960,075	31		19,639			—			—			19,670
Vesting of restricted stock units	374,159	13		(13		)	—			—			—
Share-based compensation	—	—		8,722			—			—			8,722
Balance at June 25, 2017	104,735,229	$	3,859	$	1,937,097		$	(1,306,100	)	$	(231	)	$	634,625

	Six months ended June 26, 2016
	Ordinary shares			Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
	Number of shares	Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total shareholders' equity
Balance at December 27, 2015	102,672,678	$	3,790	$	1,835,586		$	(773,866	)	$	(10,484	)	$	1,055,026
2016 Activity:
Net loss	—	—		—			(277,358		)	—			(277,358		)
Foreign currency translation	—	—		—			—			7,283			7,283
Issuances of ordinary shares	37,947	1		774			—			—			775
Vesting of restricted stock units	263,676	9		(9		)	—			—			—
Share-based compensation	—	—		6,331			—			—			6,331
Issuance of stock warrants, net of repurchases and equity issuance costs	—	—		50,312			—			—			50,312
Balance at June 26, 2016	102,974,301	$	3,800	$	1,892,994		$	(1,051,224	)	$	(3,201	)	$	842,369

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11. Capital Stock and Earnings Per Share

We are authorized to issue up to 320 million ordinary shares, each share with a par value of three Euro cents ( €0.03 ). We had 104.7 million and 103.4 million ordinary shares issued and outstanding as of June 25, 2017 and December 25, 2016 , respectively.

FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated to include any dilutive effect of our ordinary share equivalents. For the three and six months ended June 25, 2017 and June 26, 2016 , our ordinary share equivalents consisted of stock options, restricted stock units, and warrants. The dilutive effect of the stock options, restricted stock units, and warrants is calculated using the treasury-stock method.

We had outstanding options to purchase 9.3 million ordinary shares and 0.9 million restricted stock units at June 25, 2017 and options to purchase 9.3 million ordinary shares and 0.7 million restricted stock units at June 26, 2016 . We had outstanding net-share settled warrants on the 2020 Notes of 19.6 million ordinary shares at June 25, 2017 and June 26, 2016 . We also had net-share settled warrants on the 2021 Notes of 18.5 million ordinary shares at June 25, 2017 .

None of the options, restricted stock units, or warrants were included in diluted earnings per share for the three and six months ended June 25, 2017 or June 26, 2016 because we recorded a net loss for all periods; and therefore, including these instruments would be anti-dilutive.

The weighted-average number of ordinary shares outstanding for basic and diluted earnings per share purposes is as follows (in thousands):



	Three months ended		Six months ended
	June 25, 2017	June 26, 2016	June 25, 2017	June 26, 2016
Weighted-average number of ordinary shares outstanding-basic and diluted	104,377	102,785	104,020	102,745

12. Commitments and Contingencies

Legal Contingencies

The legal contingencies described in this footnote relate primarily to Wright Medical Technology, Inc. (WMT), an indirect subsidiary of Wright Medical Group N.V., and are not necessarily applicable to Wright Medical Group N.V. or other affiliated entities. Maintaining separate legal entities within our corporate structure is intended to ring-fence liabilities. We believe our ring-fenced structure should preclude corporate veil-piercing efforts against entities whose assets are not associated with particular claims.

As described below, our business is subject to various contingencies, including patent and other litigation, product liability claims, and a government inquiry. These contingencies could result in losses, including damages, fines, or penalties, any of which could be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them, and are vigorously defending all of them. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid, however, unless otherwise indicated, we do not believe any of them will have a material adverse effect on our financial position.

Our legal contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss or the measurement of a loss can be complex. We have accrued for losses that are both probable and reasonably estimable. Unless otherwise indicated, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessment process relies on estimates and assumptions that may prove to be incomplete or inaccurate. Unanticipated events and circumstances may occur that could cause us to change our estimates and assumptions.

Governmental Inquiries

On August 3, 2012, we received a subpoena from the United States Attorney's Office for the Western District of Tennessee requesting records and documentation relating to our PROFEMUR ^® series of hip replacement devices. The subpoena covers the period from January 1, 2000 to August 2, 2012. We continue to cooperate with the investigation.

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Patent Litigation

In June 2013, Anglefix, LLC filed suit in the United States District Court for the Western District of Tennessee, alleging that our ORTHOLOC® products infringe Anglefix’s asserted patent. On April 14, 2014, we filed a request for Inter Partes Review (IPR) with the U.S. Patent and Trademark Office. In October 2014, the Court stayed the case pending outcome of the IPR. On June 30, 2015, the Patent Office Board entered judgment in our favor as to all patent claims at issue in the IPR. Following the conclusion of the IPR, the District Court lifted the stay, and we have been continuing with our defense as to remaining patent claims asserted by Anglefix. On June 27, 2016, the Court granted in part our motion for summary judgment on Anglefix’s lack of standing and gave Anglefix 30 days to join the University of North Carolina (UNC) as a co-plaintiff in the lawsuit. On July 25, 2016, Anglefix filed a motion asking the Court to accept a waiver of claims by UNC as a substitute for joining UNC as a co-plaintiff in the lawsuit. The Court denied Anglefix’s motion, but granted leave for additional time to properly join UNC as co-plaintiff. Anglefix moved to add UNC as co-plaintiff on September 15, 2016. We opposed the motion and, on November 15, 2016, the Court allowed the motion, and subsequently directed Anglefix and UNC to file an amended complaint by January 18, 2017. On February 1, 2017, we filed a motion to dismiss the amended complaint filed by Anglefix and UNC. We have also filed motions for summary judgment of non-infringement and invalidity of the remaining patent claims asserted by Anglefix and a motion to exclude testimony by Anglefix’s technical expert. Anglefix has filed a motion for summary judgment of infringement of certain of the remaining asserted patent claims. The Court heard oral argument on those motions on January 31, 2017. On July 12, 2017, the Court struck opinions from plaintiffs’ technical expert witness that were contrary to the Court’s claim construction. On July 13, 2017, the Court denied plaintiffs’ motion for summary judgment of infringement, and granted our motion for summary judgment of noninfringement as to the asserted apparatus claims. The Court denied our motion as to the asserted method claims based on the perceived possible existence of a fact issue. The Court also denied our motion to dismiss the amended complaint and our motion for summary judgment of invalidity. In the wake of the Court’s rulings, on July 28, 2017, plaintiffs Anglefix and UNC stipulated to dismissal of their claims against us with prejudice. On the same date, the Court entered judgment dismissing plaintiffs’ claims against us with prejudice, thereby ending the case.

On September 23, 2014, Spineology filed a patent infringement lawsuit, Case No. 0:14-cv-03767, in the U.S. District Court in Minnesota, alleging that our X-REAM® bone reamer infringes U.S. Patent No. RE42,757 entitled “EXPANDABLE REAMER.” In January 2015, on the deadline for service of its complaint, Spineology dismissed its complaint without prejudice and filed a new, identical complaint. We filed an answer to the new complaint with the Court on April 27, 2015. The Court conducted a Markman hearing on March 23, 2016. Mediation was held on August 11, 2016, but no agreement could be reached. The Court issued a Markman decision on August 30, 2016, in which it found all asserted product claims invalid as indefinite under applicable patent laws and construed several additional claim terms. The parties have completed fact and expert discovery with respect to the remaining asserted method claims. We have filed a motion for summary judgment of non-infringement of the remaining asserted patent claims and motions to exclude testimony from Spineology’s technical and damages experts. Spineology has filed a motion for summary judgment of infringement. On July 25, 2017, the Court granted our motion for summary judgment of non-infringement; denied Spineology’s motion for summary judgment of infringement; and denied all remaining motions as moot. The Court also entered judgment in our favor and against Spineology on all issues, thereby ending that case.

On September 13, 2016, we filed a civil action, Case No. 2:16-cv-02737-JPM, against Spineology in the U.S. District Court for the Western District of Tennessee alleging breach of contract, breach of implied warranty against infringement, and seeking a judicial declaration of indemnification from Spineology for patent infringement claims brought against us stemming from our sale and/or use of certain expandable reamers purchased from Spineology. Spineology filed a motion to dismiss on October 17, 2016, but withdrew the motion on November 28, 2016. On December 7, 2016, Spineology filed an answer to our complaint and counterclaims, including counterclaims relating to a 2004 non-disclosure agreement between Spineology and WMT. On December 28, 2016, we filed a motion to dismiss the counterclaims relating to that 2004 agreement. On January 4, 2017, Spineology filed a motion for summary judgment on certain claims set forth in our complaint. We have opposed that motion. On January 27, 2017, we filed a motion for summary judgment on certain issues pertaining to our indemnification claims. Spineology has opposed that motion. On July 7, 2017, the Court extended the deadlines for completing discovery until after it rules on those pending motions.

On March 1, 2016, Musculoskeletal Transplant Foundation (MTF) filed suit against Solana and WMT in the United States District Court for the District of New Jersey alleging that the TenFUSE PIP product infringes U.S. Patent No. 6,432,436 entitled “Partially Demineralized Cortical Bone Constructs.” On May 25, 2016, we agreed to waive service of MTF’s complaint. Following a series of court-ordered extensions of time, we filed our answer to MTF’s complaint and counterclaims on December 5, 2016. In the first quarter of 2017, we entered into a settlement agreement with MTF to settle the litigation for an immaterial amount. As a result, the litigation has been dismissed with prejudice.

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a declaratory judgment action in the United States District Court for the District of Delaware, Case No. 1:17-cv-00384, seeking declaratory judgment of non-infringement and invalidity of United States Patent Nos. 7,585,311; 8,100,942; and 8,109,969. On April 20, 2017, KFx filed an answer and counterclaim alleging we indirectly infringe, and induce infringement of, these patents.

Product Liability

We have received claims for personal injury against us associated with fractures of our PROFEMUR ^® long titanium modular neck product (PROFEMUR ^® Claims). As of June 25, 2017 there were approximately 30 pending U.S. lawsuits and approximately 60 pending non-U.S. lawsuits alleging such claims. The overall fracture rate for the product is low and the fractures appear, at least in part, to relate to patient demographics. Beginning in 2009, we began offering a cobalt-chrome version of our PROFEMUR ^® modular neck, which has greater strength characteristics than the alternative titanium version. Historically, we have reflected our liability for these claims as part of our standard product liability accruals on a case-by-case basis. However, during the quarter ended September 30, 2011, as a result of an increase in the number and monetary amount of these claims, management estimated our liability to patients in the United States and Canada who have previously required a revision following a fracture of a PROFEMUR ^® long titanium modular neck, or who may require a revision in the future. Management has estimated that this aggregate liability ranges from approximately $23.2 million to $26.6 million . Any claims associated with this product outside of the United States and Canada, or for any other products, will be managed as part of our standard product liability accrual methodology on a case-by-case basis.

Due to the uncertainty within our aggregate range of loss resulting from the estimation of the number of claims and related monetary payments, we have recorded a liability of $23.2 million , which represents the low-end of our estimated aggregate range of loss. We have classified $13.2 million of this liability as current in “Accrued expenses and other current liabilities,” as we expect to pay such claims within the next twelve months, and $10.0 million as non-current in “Other liabilities” on our consolidated balance sheet. We expect to pay the majority of these claims within the next three years.

We are aware that MicroPort has recalled certain sizes of its cobalt chrome modular neck products as a result of alleged fractures. As of June 25, 2017 , there were five pending U.S. lawsuits and seven pending non-U.S. lawsuits against us alleging personal injury resulting from the fracture of a cobalt chrome modular neck. These claims will be managed as part of our standard product liability accrual methodology on a case-by-case basis.

We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended March 31, 2013, we received a customary reservation of rights from our primary product liability insurance carrier asserting that present and future claims related to fractures of our PROFEMUR ^® titanium modular neck hip products and which allege certain types of injury (Titanium Modular Neck Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place Titanium Modular Neck Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees with the assertion that the Titanium Modular Neck Claims should be treated as a single occurrence, but notified the carrier that it disputed the carrier's selection of available policy years. During the second quarter of 2013, we received confirmation from the primary carrier confirming their agreement with our policy year determination. Based on our insurer's treatment of Titanium Modular Neck Claims as a single occurrence, we increased our estimate of the total probable insurance recovery related to Titanium Modular Neck Claims by $19.4 million , and recognized such additional recovery as a reduction to our selling, general and administrative expenses for the three months ended March 31, 2013, within results of discontinued operations. In the quarter ended June 30, 2013, we received payment from the primary insurance carrier of $5 million . In the quarter ended September 30, 2013, we received payment of $10 million from the next insurance carrier in the tower. We have requested, but not yet received, payment of the remaining $25 million from the third insurance carrier in the tower for that policy period. The policies with the second and third carrier in this tower are “follow form” policies and management believes the third carrier should follow the coverage position taken by the primary and secondary carriers. On September 29, 2015, that third carrier asserted that the terms and conditions identified in its reservation of rights will preclude coverage for the Titanium Modular Neck Claims. We strongly dispute the carrier's position and, in accordance with the dispute resolution provisions of the policy, have initiated an arbitration proceeding in London, England seeking payment of these funds. Pursuant to applicable accounting standards, we reduced our insurance receivable balance for this claim to $0 , and recorded a $25 million charge within "Net loss from discontinued operations" during the year ended December 27, 2015. The arbitration proceeding is ongoing.

Claims for personal injury have also been made against us associated with our metal-on-metal hip products (primarily our CONSERVE ^® product line). The pre-trial management of certain of these claims has been consolidated in the federal court system, in the United States District Court for the Northern District of Georgia under multi-district litigation (MDL) and certain other claims by the Judicial Counsel Coordinated Proceedings (JCCP) in state court in Los Angeles County, California (collectively the Consolidated Metal-on-Metal Claims).

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As of June 25, 2017 , there were approximately 1,300 lawsuits pending in the MDL and JCCP, and an additional 50 cases pending in various state courts. As of that date, we have also entered into approximately 1,000 so called "tolling agreements" with potential claimants who have not yet filed suit. The number of lawsuits pending in the MDL and JCCP and tolling agreements disclosed above includes the claims that have been resolved pursuant to the Master Settlement Agreement discussed below. Based on presently available information, we believe at least 350 of these lawsuits allege claims involving bilateral implants. As of June 25, 2017 , there were also approximately 50 non-U.S. lawsuits pending. We believe we have data that supports the efficacy and safety of our metal-on-metal hip products.

Every metal-on-metal hip case involves fundamental issues of law, science and medicine that often are uncertain, that continue to evolve, and which present contested facts and issues that can differ significantly from case to case. Such contested facts and issues include medical causation, individual patient characteristics, surgery specific factors, statutes of limitation, and the existence of actual, provable injury.

The first bellwether trial in the MDL commenced on November 9, 2015 in Atlanta, Georgia. On November 24, 2015, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff $1 million in compensatory damages and $10 million in punitive damages. We believe there were significant trial irregularities and vigorously contested the trial result. On December 28, 2015, we filed a post-trial motion for judgment as a matter of law or, in the alternative, for a new trial or a reduction of damages awarded. On April 5, 2016, the trial judge issued an order reducing the punitive damage award from $10 million to $1.1 million , but otherwise denied our motion. On May 4, 2016, we filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit. The United States Court of Appeals for the Eleventh Circuit heard oral arguments on January 26, 2017 and on March 20, 2017, the Eleventh Circuit Court of Appeals upheld the lower court’s verdict. On April 10, 2017, we filed a petition for rehearing en banc or for panel rehearing, which was denied. In light of this denial, we elected to forego a further appeal and paid the judgment in July 2017.

The first bellwether trial in the JCCP, which was scheduled to commence on October 31, 2016, and subsequently rescheduled to January 9, 2017, was settled for an immaterial amount.

The first state court metal-on-metal hip trial not part of the MDL or JCCP commenced on October 24, 2016, in St. Louis, Missouri. On November 3, 2016, the jury returned a verdict in our favor. The plaintiff has appealed.

The $240 million settlement amount is a maximum settlement based on the pool of 1,292 specific, existing claims comprised of an identified mix of CONSERVE ^® , DYNASTY ^® and LINEAGE ^® products (Initial Settlement Pool), with a value assigned to each product type, resulting in a total settlement of $240 million for the 1,292 claims in the Initial Settlement Pool. The actual settlement may be less, depending on several factors including the mix of products and claimants in the final settlement pool (Final Settlement Pool) and the number of claimants electing to “opt-out” of the settlement.

Actual settlements paid to individual claimants will be determined under the claims administration procedures contained in the MSA and may be more or less than the amounts used to calculate the $240 million settlement for the 1,292 claims in the Initial Settlement Pool. However in no event will variations in actual settlement amounts payable to individual claimants affect WMT’s maximum settlement obligation of $240 million or the manner in which it may be reduced due to opt outs, final product mix, or elimination of ineligible claims.

If it is determined a claim in the Initial Settlement Pool is ineligible due to failure to meet the eligibility criteria of the MSA, such claim will be removed and, where possible, replaced with a new eligible claim involving the same product, with the goal of having the number and mix of claims in the Final Settlement Pool (before opt-outs) equal, as nearly as possible, the number and mix of claims in the Initial Settlement Pool. Additionally, if any DYNASTY ^® or LINEAGE ^® claims in the Final Settlement Pool are determined to have been misidentified as CONSERVE ^® claims, or vice versa, the total settlement amount will be adjusted based on the value for each product type (not to exceed $240 million).

The MSA contains specific eligibility requirements and establishes procedures for proof and administration of claims, negotiation and execution of individual settlement agreements, determination of the final total settlement amount, and funding of individual settlement amounts by WMT. Eligibility requirements include, without limitation, that the claimant has a claim pending or tolled in the MDL or JCCP, that the claimant has undergone a revision surgery within eight years of the original implantation surgery,

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and that the claim has not been identified by WMT as having possible statute of limitation issues. Claimants who have had bilateral revision surgeries will be counted as two claims but only to the extent both claims separately satisfy all eligibility criteria.

The MSA includes a 95% opt-in requirement, meaning the MSA could have been terminated by WMT prior to any settlement disbursement if claimants holding greater than 5% of eligible claims in the Final Settlement Pool elected to “opt-out” of the settlement. WMT has confirmed that of the 1,292 eligible claims, 1,279 opted to participate in the settlement and 13 opted out, resulting in a final opt-in percentage of approximately 99%, well in excess of the required 95% threshold. On March 2, 2017, WMT agreed to replace the 13 opt-out claims with 13 additional claims that would have been eligible to participate in the MSA but for the 1,292 claim limit, bringing the total MSA settlement to the maximum limit of $240 million to settle 1,292 claims. Due to apparent demand from additional claimants excluded from settlement because of the 1,292 claim ceiling, but otherwise eligible for participation, on May 15, 2017 WMT agreed to settle an additional 53 such claims, on terms substantially identical to the MSA settlement terms, for a maximum additional settlement amount of $9.4 million .

WMT has escrowed $150 million to secure its obligations under the MSA. As additional security, Wright Medical Group N.V., the indirect parent company of WMT, agreed to guarantee WMT’s obligations under the MSA.

The MSA (which reference includes the supplemental settlements described above) was entered into solely as a compromise of the disputed claims being settled and is not evidence that any claim has merit nor is it an admission of wrongdoing or liability by WMT. WMT will continue to vigorously defend metal-on-metal hip claims not settled pursuant to the MSA, although mediation efforts continue. As of June 25, 2017 , we estimate there were approximately 800 outstanding metal-on-metal hip revision claims that would not be included in the MSA settlement, including approximately 250 claims with an implant duration of more than eight years, approximately 300 claims subject to possible statute of limitations preclusion, approximately 50 claims pending in U.S courts other than the MDL and JCCP, approximately 50 claims pending in non-U.S. courts, and approximately 150 claims (inclusive of the 53 claims referred to above) that would be eligible for inclusion in the settlement but for the participation limitations contained in the MSA. We also estimate that there were approximately 650 outstanding metal-on-metal hip non-revision claims as of June 25, 2017 . These non-revision cases are excluded from the MSA.

As of June 25, 2017 , our accrual for metal-on-metal claims totaled $271.4 million , of which $252.5 million is included in our condensed consolidated balance sheet within “Accrued expenses and other current liabilities” and $18.9 million is included within “Other liabilities.” Our accrual is based on (i) case by case accruals for specific cases where facts and circumstances warrant, including the $2.1 million accrual associated with the MDL bellwether verdict (which has since been paid), and (ii) the implied settlement values for eligible claims under the MSA. We are unable to reasonably estimate the high-end of a possible range of loss for claims which elected to opt-out of the MSA settlement. Claims we can confirm would meet MSA eligibility criteria but are excluded from settlement due to the $240 million maximum settlement cap, or because they are state cases not part of the MDL or JCCP, have been accrued as though included in the settlement. Due to the general uncertainties surrounding all metal-on metal claims as noted above, as well as insufficient information about individual claims, we are presently unable to reasonably estimate a range of loss for revision claims that (i) do not meet MSA eligibility criteria, or (ii) are future claims; hence we have not accrued for these claims at the present time.

The parties continue to mediate unresolved claims, which include claims that do not meet MSA eligibility criteria. In connection with these efforts, we have discussed with the Court-appointed attorneys representing the remaining plaintiffs in the MDL and JCCP a proposed resolution of substantially all remaining revision claims, subject to timely receipt of insurance proceeds and other contingencies. Although negotiations continue, a resolution of such revision claims, including the timely receipt of insurance proceeds, as well as the satisfaction of other contingencies, is not probable as of the date of this filing. We continue to believe the high-end of a possible range of loss for existing revision claims that do not meet MSA eligibility criteria will not, on an average per case basis, exceed the average per case accrual we take for revision claims we can confirm do meet MSA eligibility criteria. Future claims will be evaluated for accrual on a case by case basis using the accrual methodologies described above (which could change if future facts and circumstances warrant).

We have maintained product liability insurance coverage on a claims-made basis. During the quarter ended September 30, 2012, we received a customary reservation of rights from our primary product liability insurance carrier asserting that certain present and future claims which allege certain types of injury related to our CONSERVE ^® metal-on-metal hip products (CONSERVE ^® Claims) would be covered as a single occurrence under the policy year the first such claim was asserted. The effect of this coverage position would be to place CONSERVE ^® Claims into a single prior policy year in which applicable claims-made coverage was available, subject to the overall policy limits then in effect. Management agrees that there is insurance coverage for the CONSERVE ^® Claims, but has notified the carrier that it disputes the carrier's characterization of the CONSERVE ^® Claims as a single occurrence.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

In June 2014, St. Paul Surplus Lines Insurance Company (Travelers), which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in Tennessee state court naming us and certain of our other insurance carriers as defendants and asking the court to rule on the rights and responsibilities of the parties with regard to the CONSERVE ^® Claims. Among other things, Travelers appeared to dispute our contention that the CONSERVE ^® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage. Travelers further sought a determination as to the applicable policy period triggered by the alleged single occurrence. We filed a separate lawsuit in state court in California for declaratory judgment against certain carriers and breach of contract against the primary carrier, and moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. During the third quarter of 2014, the California Court granted Travelers' motion to stay our California action. On April 29, 2016, we filed a dispositive motion seeking partial judgment in our favor in the Tennessee action. That motion is pending and is scheduled for oral argument on June 23, 2017, after the parties complete discovery regarding certain issues relating to the pending motion. On June 10, 2016, Travelers withdrew its motion for summary judgment in the Tennessee action. One of the other insurance companies in the Tennessee action has stated that it will re-file a similar motion in the future.

On October 28, 2016, WMT and Wright Medical Group, Inc. (Wright Entities), entered into a Settlement Agreement, Indemnity and Hold Harmless Agreement and Policy Buyback Agreement (Insurance Settlement Agreement) with a subgroup of three insurance carriers, namely Columbia Casualty Company, Travelers and AXIS Surplus Lines Insurance Company (collectively, the Three Settling Insurers), pursuant to which the Three Settling Insurers paid WMT an aggregate of $60 million (in addition to $10 million previously paid by Columbia) in a lump sum. This amount is in full satisfaction of all potential liability of the Three Settling Insurers relating to metal-on-metal hip and similar metal ion release claims, including but not limited to all claims in the MDL and the JCCP, and all claims asserted by WMT against the Three Settling Insurers in the Tennessee action described above.

On December 13, 2016, we filed a motion in the Tennessee action described above to include allegations of bad faith against the primary insurance carrier. The motion was subsequently amended on February 8, 2017 to add similar bad faith claims against the remaining excess carriers. On April 13, 2017, the court denied our motion, without prejudice to our right to re-assert the motion at a later time. As part of the settlement, the Three Settling Insurers bought back from WMT their policies in the five policy years beginning with the August 15, 2007- August 15, 2008 policy year (Repurchased Policy Years). Consequently, the Wright Entities have no further coverage from the Three Settling Insurers for any present or future claims falling in the Repurchased Policy Years, or any other period in which a released claim is asserted. Additionally, the Insurance Settlement Agreement contains a so-called most favored nation provision which could require us to refund a pro rata portion of the settlement amount if we voluntarily enter into a settlement with the remaining carriers in the Repurchased Policy Years on certain terms more favorable than analogous terms in the Insurance Settlement Agreement. The Tennessee action will continue as to the remaining defendant insurers other than the Three Settling Insurers. The amount due to the Wright Entities under the Insurance Settlement Agreement was paid in the fourth quarter of 2016 and the Three Settling Insurers have been dismissed from the Tennessee action.

Management has recorded an insurance receivable of $7.4 million for the probable recovery of spending from the remaining carriers (other than the Three Settling Carriers) in excess of our retention for a single occurrence. As of June 25, 2017 , we have received $71.7 million of insurance proceeds, and our insurance carriers have paid a total of $5.9 million directly to claimants in connection with various settlements, which represents amounts undisputed by the carriers. Our acceptance of these proceeds was not a waiver of any other claim we may have against the insurance carriers. However, the amount we ultimately receive will depend on the outcome of our dispute with the remaining carriers (other than the Three Settling Carriers) concerning the number of policy years available. We believe our contracts with the insurance carriers are enforceable for these claims; and, therefore, we believe it is probable we will receive additional recoveries from the remaining carriers. Settlement discussions with the remaining insurance carriers continue.

Given the substantial or indeterminate amounts sought in these matters, and the inherent unpredictability of such matters, an adverse outcome in these matters in excess of the amounts included in our accrual for contingencies could have a material adverse effect on our financial condition, results of operations and cash flow. Future revisions to our estimates of these provisions could materially impact our results of operations and financial position. We use the best information available to determine the level of accrued product liabilities, and believe our accruals are adequate.

In June 2015, a jury returned a $4.4 million verdict against us in a case involving a fractured hip implant stem sold prior to the MicroPort closing. This was a one-of-a-kind case unrelated to the modular neck fracture cases we have been reporting. There are no other cases pending related to this component, nor are we aware of other instances where this component has fractured. In September 2015, the trial judge reduced the jury verdict to $1.025 million and indicated that if the plaintiff did not accept the reduced award he would schedule a new trial solely on the issue of damages. The plaintiff elected not to accept the reduced damage award, and both parties have appealed. The Court has not set a date for a new trial on the issue of damages and we do not expect it will do so until the appeals are adjudicated. We will maintain our current $4.4 million accrual as a probable liability until the

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

matter is resolved. The $4.4 million probable liability associated with this matter is reflected within “Accrued expenses and other current liabilities,” and a $4 million receivable associated with the probable recovery from product liability insurance is reflected within “Other current assets.”

Other

In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business.

13. Restricted Cash

During the fourth quarter of 2016, WMT deposited $150.0 million into a restricted escrow account to secure its obligations under the MSA that WMT entered into in connection with the metal-on-metal hip litigation, as described in Note 12 to the condensed consolidated financial statements. All individual settlements under the MSA will be funded first from the escrow account and then, if all funds held in the escrow account have been exhausted, directly by WMT. Within 30 days of each funding request, unless WMT in good faith objects to the accuracy of any payment request, WMT will instruct the escrow agent to transfer funds from the restricted escrow account to a master account designated by plaintiffs’ counsel, who will then arrange for disbursements of individual settlement amounts. As of June 25, 2017 , $150.0 million was in the restricted escrow account, and therefore, considered restricted cash under US GAAP. WMT expects to fund the majority of these settlements during the second half of 2017. See Note 12 to the condensed consolidated financial statements for further discussion regarding the MSA and the metal-on-metal hip litigation.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within our condensed consolidated balance sheets that sum to the totals of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands):



	June 25, 2017		December 25, 2016
Cash and cash equivalents	$	228,877	$	262,265
Restricted cash	150,018		150,000
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	378,895	$	412,265

14. Segment Information

Our management, including our Chief Executive Officer, who is our chief operating decision maker, manages our operations as three operating business segments: U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics. We determined that each of these operating segments represented a reportable segment. Our Chief Executive Officer reviews financial information at the operating segment level to allocate resources and to assess the operating results and performance of each segment.

Our U.S. Lower Extremities & Biologics segment consists of our operations focused on the sale in the United States of our lower extremities products, such as joint implants and bone fixation devices for the foot and ankle, and our biologics products used to support treatment of damaged or diseased bone, tendons, and soft tissues or to stimulate bone growth. Our U.S. Upper Extremities segment consists of our operations focused on the sale in the United States of our upper extremities products, such as joint implants and bone fixation devices for the shoulder, elbow, wrist, and hand, and products used across several anatomic sites to mechanically repair tissue-to-tissue or tissue-to-bone injuries and other ancillary products. Our International Extremities and Biologics segment consists of our operations focused on the sale outside the United States of all lower and upper extremities products, including associated biologics products.

Management measures segment profitability using an internal operating performance measure that excludes the impact of inventory step-up amortization and transaction and transition costs associated with acquisitions, as such items are not considered representative of segment results. We have determined that each reportable segment represents a reporting unit and, in accordance with ASC 350, requires an allocation of goodwill to each reporting unit.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Selected financial information related to our segments is presented below for the three months ended June 25, 2017 and June 26, 2016 (in thousands):



	Three months ended June 25, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	74,319	$	58,616	$	46,758	$	—		$	179,693
Depreciation expense	3,014		2,534		2,710		5,420			13,678
Amortization expense	—		—		—		6,999			6,999
Segment operating income (loss)	$	17,657	$	18,879	$	886	$	(43,014	)	$	(5,592	)
Other:
Transaction and transition expenses										3,201
Operating loss										(8,793		)
Interest expense, net										18,339
Other income, net										(6,557		)
Loss before income taxes										$	(20,575	)



	Three months ended June 26, 2016
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	70,645	$	51,228	$	48,843	$	—		$	170,716
Depreciation expense	2,874		2,671		2,634		5,091			13,270
Amortization expense	—		—		—		7,484			7,484
Segment operating income (loss)	$	18,968	$	16,849	$	2,208	$	(49,610	)	$	(11,585	)
Other:
Inventory step-up amortization										10,387
Transaction and transition expenses										9,014
Legal settlement										1,800
Management changes										1,348
Costs associated with new convertible debt										234
Operating loss										(34,368		)
Interest expense, net										13,024
Other income, net										(2,061		)
Loss before income taxes										$	(45,331	)

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Selected financial information related to our segments is presented below for the six months ended June 25, 2017 and June 26, 2016 (in thousands):



	Six months ended June 25, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	149,313	$	115,777	$	91,794	$	—		$	356,884
Depreciation expense	6,209		4,949		5,241		10,725			27,124
Amortization expense	—		—		—		14,396			14,396
Segment operating income (loss)	$	38,482	$	36,367	$	3,204	$	(90,271	)	$	(12,218	)
Other:
Transaction and transition expenses										6,173
Operating loss										(18,391		)
Interest expense, net										36,534
Other expense, net										1,418
Loss before income taxes										$	(56,343	)



	Six months ended June 26, 2016
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate ¹			Total
Net sales from external customers	$	143,905	$	102,512	$	93,590	$	—		$	340,007
Depreciation expense	5,689		5,219		5,455		9,757			26,120
Amortization expense	—		—		—		13,941			13,941
Segment operating income (loss)	$	39,833	$	34,135	$	3,785	$	(98,970	)	$	(21,217	)
Other:
Inventory step-up amortization										20,616
Transaction and transition expenses										19,847
Legal settlement										1,800
Management changes										1,348
Costs associated with new convertible debt										234
Operating loss										(65,062		)
Interest expense, net										24,878
Other income, net										(3,129		)
Loss before income taxes										$	(86,811	)

The Corporate category primarily reflects general and administrative expenses not specifically associated with the U.S. Lower Extremities & Biologics, U.S. Upper Extremities, and International Extremities & Biologics segments. These non-allocated corporate expenses relate to global administrative expenses that support all segments, including salaries and benefits of certain executive officers and expenses such as: information technology administration and support; corporate headquarters; legal, compliance, and corporate finance functions; insurance; and all share-based compensation.

Our principal geographic regions consist of the United States, EMEA (which includes Europe, the Middle East and Africa), and Other (which principally represents Asia, Australia, Canada, and Latin America). Net sales attributed to each geographic region are based on the location in which the products were sold.

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WRIGHT MEDICAL GROUP N.V.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

Net sales by geographic region are as follows (in thousands):



	Three months ended
Net sales by geographic region:	June 25, 2017		June 26, 2016
United States	$	132,936	$	121,873
EMEA	29,599		32,192
Other	17,158		16,651
Total	$	179,693	$	170,716



	Six months ended
Net sales by geographic region:	June 25, 2017		June 26, 2016
United States	$	265,090	$	246,417
EMEA	59,810		63,347
Other	31,984		30,243
Total	$	356,884	$	340,007

Assets in the U.S. Upper Extremities, U.S. Lower Extremities & Biologics, and International Extremities & Biologics segments are those assets used exclusively in the operations of each business segment or allocated when used jointly. Assets in the Corporate category are principally cash and cash equivalents, derivative assets, property, plant and equipment associated with our corporate headquarters, assets associated with discontinued operations, product liability insurance receivables, and assets associated with income taxes. Total assets by business segment as of June 25, 2017 and December 25, 2016 are as follows (in thousands):



	June 25, 2017
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate		Total
Total assets	$	469,260	$	840,008	$	288,261	$	693,942	$	2,291,471



	December 25, 2016
	U.S. Lower Extremities & Biologics		U.S. Upper Extremities		International Extremities & Biologics		Corporate		Total
Total assets	$	491,531	$	845,102	$	264,680	$	689,273	$	2,290,586

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three and six months ended June 25, 2017 . This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements, our Annual Report on Form 10-K for the year ended December 25, 2016 , which includes additional information about our critical accounting policies and practices and risk factors, and "Special Note Regarding Forward-Looking Statements."

Background

On October 1, 2015, we became Wright Medical Group N.V. following the merger of Wright Medical Group, Inc. with Tornier N.V. Because of the structure of the merger and the governance of the combined company immediately post-merger, the merger was accounted for as a "reverse acquisition" under US GAAP, and as such, legacy Wright was considered the acquiring entity for accounting purposes .

On October 21, 2016, pursuant to a binding offer letter dated as of July 8, 2016, we, Corin Orthopaedics Holdings Limited (Corin), and certain other entities related to us entered into a business sale agreement and simultaneously completed and closed the sale of our Large Joints business. The financial results of our Large Joints business, including costs associated with corporate employees and infrastructure transferred as a part of the sale and services we are providing Corin under a transitional services agreement and supply agreement, are reflected within discontinued operations for all periods presented, unless otherwise noted. Further, all assets and associated liabilities transferred to Corin were classified as assets and liabilities held for sale in our consolidated balance sheets for the periods prior to the divestiture.

On January 9, 2014, legacy Wright completed the sale of its hip and knee (OrthoRecon) business to MicroPort Scientific Corporation (MicroPort). The financial results of the OrthoRecon business are reflected within discontinued operations for all periods presented, unless otherwise noted.

All current and historical operating results for the Large Joints and OrthoRecon businesses are reflected within discontinued operations in the condensed consolidated financial statements.

Other than the discontinued operations discussed above, unless otherwise stated, all discussion of assets and liabilities in the notes to the condensed consolidated financial statements and in this section reflects the assets and liabilities held and used in our continuing operations, and all discussion of revenues and expenses reflects those associated with our continuing operations.

References in this section to "we," "our" and "us" refer to Wright Medical Group N.V. and its subsidiaries after the Wright/Tornier merger and Wright Medical Group, Inc. and its subsidiaries before the merger. Our fiscal year runs from the first Monday after the last Sunday of December of a year and ends on the last Sunday of December of the following year. The three and six months ended June 25, 2017 and June 26, 2016 each consisted of thirteen and twenty-six weeks, respectively.

Executive Overview

Company Description. We are a global medical device company focused on extremities and biologics products. We are committed to delivering innovative, value-added solutions improving quality of life for patients worldwide, and are a recognized leader of surgical solutions for the upper extremities (shoulder, elbow, wrist and hand), lower extremities (foot and ankle) and biologics markets, three of the fastest growing segments in orthopaedics. Our product portfolio consists of the following product categories:


•	Upper extremities, which include joint implants and bone fixation devices for the shoulder, elbow, wrist, and hand;


•	Lower extremities, which include joint implants and bone fixation devices for the foot and ankle;


•	Biologics, which include products used to support treatment of damaged or diseased bone, tendons, and soft tissues or to stimulate bone growth; and


•	Sports medicine and other, which include products used across several anatomic sites to mechanically repair tissue-to-tissue or tissue-to-bone injuries and other ancillary products

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We promote our products in over 50 countries with principal markets in the United States, Europe, Asia, Canada, Australia, and Latin America. Our products are sold primarily through a network of employee and independent sales representatives in the United States and by a combination of employee sales representatives, independent sales representatives, and stocking distributors outside the United States.

Principal Products. We have focused our efforts into growing our position in the high-growth extremities and biologics markets. We believe a more active and aging patient population with higher expectations regarding “quality of life,” an increasing global awareness of extremities and biologics solutions, improved clinical outcomes as a result of the use of such products, and technological advances resulting in specific designs for such products that simplify procedures and address unmet needs for early interventions, and the growing need for revisions and revision related solutions will drive the market for extremities and biologics products.

Our principal upper extremities products include the AEQUALIS ASCEND ^® and SIMPLICITI ^® total shoulder replacement systems, the AEQUALIS ^® REVERSED II™ reversed shoulder system, and the AEQUALIS ASCEND ^® FLEX™ convertible shoulder system. SIMPLICITI ^® is the first minimally invasive, ultra-short stem total shoulder available in the United States. In December 2016, we received FDA 510(k) clearance of our AEQUALIS ^® PERFORM™ REVERSED Glenoid System, our first reverse augmented glenoid, and we commercially launched it during the first quarter of 2017. We continue to release new options for our BluePrint 3D Planning software.

Our principal lower extremities products include the INBONE ^® and INFINITY ^® Total Ankle Replacement Systems. In July 2017, we commercially launched our most recent total ankle replacement product, the INVISION™ Total Ankle Revision System, the ORTHOLOC 3Di Ankle Fracture Low Profile System and the MICA ^TM Minimally-Invasive Foot and Ankle System. We also plan to launch line extensions for our SALVATION Limb Salvage System in the second half of 2017.

Our biologic products include AUGMENT ^® Bone Graft, which is based on recombinant human platelet-derived growth factor (rhPDGF-BB), a synthetic copy of one of the body’s principal healing agents. FDA approval of AUGMENT ^® Bone Graft in the United States for ankle and/or hindfoot fusion indications occurred during the third quarter of 2015, and we continue to roll out this product and work through Value Analysis Committee approvals. We are currently pursuing FDA approval of AUGMENT ^® Injectable Bone Graft with a Pre-Market Application (PMA) Panel Track Supplement. This does not necessarily result in a panel meeting, but it affords the FDA additional time to review the submission beyond 180 days.

Significant Quarterly Business Developments. During the first half of 2017, we selectively expanded our U.S. sales force by adding additional direct quota-carrying representatives, primarily weighted towards the lower extremities business. Of these new direct quota-carrying representatives, most of them were current associate sales representatives that moved up to be quota-carrying representatives.

During 2017, we intend to transfer our U.S. upper extremities inventory into a hub network, similar to how we operate our U.S. lower extremities inventory. We believe this will enable us to have more control and visibility over the performance of our field inventory and instrument sets, resulting in an increase in our set turns and a reduction in our field inventory days on hand and improve sales representative productivity. We made progress on this key initiative during the first half of 2017 and as of the end of the second quarter of 2017, we have moved approximately half of the U.S. upper extremities direct sales districts into the hubs. We also made progress during second quarter of 2017 on our key initiative to reduce the amount of inventory delivered for surgery.

Financial Highlights. Net sales increased 5.3% totaling $179.7 million in the second quarter of 2017 , compared to $170.7 million in the second quarter of 2016 , driven primarily by 9% growth in our U.S. net sales.

Our U.S. net sales increased $11.1 million , or 9% , in the second quarter of 2017 as compared to the second quarter of 2016 , driven primarily by the continued success of the SIMPLICITI ^® shoulder system, our AUGMENT ^® Bone Graft product, and our INFINITY ^® total ankle replacement system.

Our international net sales decreased $2.1 million , or 4% , in the second quarter of 2017 as compared to the second quarter of 2016 , as 9% growth in our direct markets was offset by a $1.8 million unfavorable impact from foreign currency exchange rates.

In the second quarter of 2017 , our net loss from continuing operations totaled $21.0 million , compared to a net loss from continuing operations of $42.0 million for the second quarter of 2016 . This decrease in net loss from continuing operations was primarily driven by the following:


•	$8.3 million , net of tax, decrease in non-cash amortization of inventory step-up fair value adjustment associated with the Wright/Tornier merger;


•	$5.8 million decrease in transaction and transition expenses;


•	$4.5 million increase in other income, primarily driven by changes in fair value adjustments associated with derivative assets and liabilities and the CVRs issued in the BioMimetic acquisition, as well as 2016 write-offs of unamortized debt

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discount and deferred financing charges associated with the portion of the 2017 Notes and 2020 Notes that were extinguished; and


•	improved profitability due to manufacturing efficiencies and leverage of fixed corporate spending

The favorable changes in net loss from continuing operations were partially offset by:


•	$5.3 million of incremental interest expense, due to non-cash interest expense associated with the amortization of the discount on the 2021 Notes that were issued in the second quarter of 2016 and cash interest expense associated with the borrowings under our asset-based line of credit facility (ABL Facility) established in the fourth quarter of 2016.

Opportunities and Challenges. We intend to continue to leverage the global strengths of both our legacy Wright and legacy Tornier product brands as a pure-play extremities and biologics business. We believe our leadership has been and will continue to be further enhanced by the FDA approval of AUGMENT ^® Bone Graft, a biologic solution that adds additional depth to one of the most comprehensive extremities product portfolios in the industry, as well as provides a platform technology for future new product development. We believe the highly complementary nature of legacy Wright’s and legacy Tornier’s businesses gives significant diversity and scale across a range of geographies and product categories. We believe we are differentiated in the marketplace by our strategic focus on extremities and biologics, our full portfolio of upper and lower extremities and biologics products, and our specialized and focused sales organization.

We are highly focused on ensuring that no business momentum is lost as we continue to integrate legacy Wright and legacy Tornier. Since the merger, we have completed the integration of our global sales force, co-located and consolidated into one enterprise resource planning (ERP) system in three of our top five international markets and completed a substantial number of other integration activities, while incurring more cost synergies earlier and less sales dis-synergies than we originally anticipated. Although we recognize that we will continue to have revenue dis-synergies during the remaining integration period, we believe we have an excellent opportunity to improve efficiency and leverage fixed costs in our business going forward and capture cost synergies. We also believe we have significant opportunity at the same time to advance certain balance sheet initiatives, such as improving our inventory, instrument set utilization, and days sales outstanding (DSO).

While our ultimate financial goal is to achieve sustained profitability, we anticipate continuing operating losses until we are able to grow our sales to a sufficient level to support our cost structure, including the inherent infrastructure costs of our industry. In the short term, we remain keenly focused on our revenue and cash initiatives.

Significant Industry Factors. Our industry is affected by numerous competitive, regulatory, and other significant factors. The growth of our business relies on our ability to continue to develop new products and innovative technologies, obtain regulatory clearance and maintain compliance for our products, protect the proprietary technology of our products and our manufacturing processes, manufacture our products cost-effectively, respond to competitive pressures specific to each of our geographic markets, including our ability to enforce non-compete agreements, and successfully market and distribute our products in a profitable manner. We, and the entire industry, are subject to extensive governmental regulation, primarily by the FDA. Failure to comply with regulatory requirements could have a material adverse effect on our business, operating results, and financial condition. We, as well as other participants in our industry, are subject to product liability claims, which could have a material adverse effect on our business, operating results, and financial condition.

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Results of Operations

Comparison of the three months ended June 25, 2017 to the three months ended June 26, 2016

The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands) and as percentages of net sales:



	Three months ended
	June 25, 2017					June 26, 2016
	Amount			% of net sales		Amount			% of net sales
Net sales	$	179,693		100.0	%	$	170,716		100.0	%
Cost of sales ^1,2	38,122			21.2	%	49,009			28.7	%
Gross profit	141,571			78.8	%	121,707			71.3	%
Operating expenses:
Selling, general and administrative ¹	130,818			72.8	%	136,483			79.9	%
Research and development ¹	12,547			7.0	%	12,108			7.1	%
Amortization of intangible assets	6,999			3.9	%	7,484			4.4	%
Total operating expenses	150,364			83.7	%	156,075			91.4	%
Operating loss	(8,793		)	(4.9	)%	(34,368		)	(20.1	)%
Interest expense, net	18,339			10.2	%	13,024			7.6	%
Other income, net	(6,557		)	(3.6	)%	(2,061		)	(1.2	)%
Loss from continuing operations before income taxes	(20,575		)	(11.5	)%	(45,331		)	(26.6	)%
Provision (benefit) for income taxes	385			0.2	%	(3,300		)	(1.9	)%
Net loss from continuing operations	$	(20,960	)	(11.7	)%	$	(42,031	)	(24.6	)%
Loss from discontinued operations, net of tax	(20,202		)			(187,329		)
Net loss	$	(41,162	)			$	(229,360	)

__________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:



	Three months ended
	June 25, 2017		% of net sales		June 26, 2016		% of net sales
Cost of sales	$	132	0.1	%	$	42	—	%
Selling, general and administrative	4,323		2.4	%	2,852		1.7	%
Research and development	277		0.2	%	162		0.1	%


²	Cost of sales includes amortization of inventory step-up adjustment of $10.4 million for the three months ended June 26, 2016 .

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The following tables set forth our net sales by product line for the U.S. and International for the periods indicated (in thousands) and the percentage of year-over-year change:



	Three months ended
	June 25, 2017		June 26, 2016		% change
U.S.
Lower extremities	$	54,348	$	52,008	4.5	%
Upper extremities	57,535		49,909		15.3	%
Biologics	19,273		17,792		8.3	%
Sports med & other	1,780		2,164		(17.7	)%
Total U.S.	$	132,936	$	121,873	9.1	%

International
Lower extremities	$	14,767	$	16,241	(9.1	)%
Upper extremities	22,987		23,940		(4.0	)%
Biologics	5,129		4,867		5.4	%
Sports med & other	3,874		3,795		2.1	%
Total International	$	46,757	$	48,843	(4.3	)%

Total net sales	$	179,693	$	170,716	5.3	%

Net sales

U.S. Sales. U.S. net sales totaled $132.9 million in the second quarter of 2017 , a 9% increase from $121.9 million in the second quarter of 2016 , primarily due to continued growth in our U.S. upper extremities business. U.S. sales represented approximately 74.0% of total net sales in the second quarter of 2017 , compared to 71.4% of total net sales in the second quarter of 2016 .

Our U.S. lower extremities net sales increased to $54.3 million in the second quarter of 2017 from $52.0 million in the second quarter of 2016 , representing growth of 4.5% , driven by continued growth in our total ankle replacement products, as well as sales from the recent launch of our SALVATION® limb salvage system for treating Charcot foot and limb salvage cases, partially offset by anticipated continued declines in sales of legacy Tornier foot and ankle systems due to merger-related sales dis-synergies and distraction caused by the addition of new direct quota-carrying representatives.

Our U.S. upper extremities net sales increased to $57.5 million in the second quarter of 2017 from $49.9 million in the second quarter of 2016 , representing growth of 15% . This growth was driven by our innovative shoulder product portfolio, including continued success of the SIMPLICITI® shoulder system and the recent launch of our PERFORM™ Reversed Glenoid System.

Our U.S. biologics net sales totaled $19.3 million in the second quarter of 2017 , representing an 8% increase over the second quarter of 2016 , driven primarily by continued sales volume growth of AUGMENT® Bone Graft, partially offset by declines in our other biologic products.

International Sales. Net sales in our international regions totaled $46.8 million in the second quarter of 2017 , compared to $48.8 million in the second quarter of 2016 . This 4% decrease was due to a $1.8 million unfavorable impact from foreign currency exchange rates (a 4 percent age point unfavorable impact to international sales growth rate).

Our international lower extremities net sales decreased 9% to $14.8 million in the second quarter of 2017 from $16.2 million in the second quarter of 2016 . This decrease was primarily due to a $0.7 million unfavorable impact from foreign currency exchange rates (a 4 percent age point unfavorable impact to international lower extremities sales growth rate). Sales also decreased due to lower sales volumes to stocking distributors and timing of stocking orders. These decreases were partially offset by a 7% increase in sales in our direct markets in Europe.

Our international upper extremities net sales decreased 4% to $23.0 million in the second quarter of 2017 from $23.9 million in the second quarter of 2016 , driven primarily by a $0.8 million unfavorable impact from foreign currency exchange rates (a 3 percent age point unfavorable impact to international upper extremities sales growth rate). Sales also decreased due to timing of stocking orders to our stocking distributors. These decreases were mostly offset by a 10% increase in sales in our direct markets in Europe and a combined 23% increase in our Japan and Australia direct markets.

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Our international biologics net sales increased 5% to $5.1 million in the second quarter of 2017 from $4.9 million in the second quarter of 2016 . This increase was attributable to increased volumes to our stocking distributors, and was partially offset by a $0.1 million unfavorable impact from foreign currency exchange rates (a 2 percent age point unfavorable impact to international biologics sales growth rate).

Cost of sales

Our cost of sales totaled $38.1 million , or 21.2% of net sales, in the second quarter of 2017 , compared to $49.0 million , or 28.7% of net sales, in the second quarter of 2016 , representing a decrease of 7.5 percent age points as a percentage of net sales. This decrease was primarily driven by $10.4 million (6.1% of net sales) of inventory step-up amortization and a $2.0 million (1.1% of net sales) provision for excess and obsolete inventory associated product rationalization initiatives in the second quarter of 2016 associated with inventory acquired from the Wright/Tornier merger. The remaining decrease in cost of sales as a percentage of net sales was driven by manufacturing efficiencies as compared to the prior year period.

Selling, general and administrative

Our selling, general and administrative expenses totaled $130.8 million , or 72.8% of net sales, in the second quarter of 2017 , compared to $136.5 million , or 79.9% of net sales, in the second quarter of 2016 . These decreases were driven primarily by the decrease in spending on transition and transaction costs which totaled $3.1 million ( 1.7% of net sales) and $7.0 million ( 4.1% of net sales) for the second quarter of 2017 and 2016 , respectively. The remaining decrease as a percentage of net sales was primarily driven by leverage of relatively flat general and administrative expenses over increased net sales.

Research and development

Our research and development expense totaled $12.5 million in the second quarter of 2017 compared to $12.1 million in the second quarter of 2016 . Research and development costs remained constant at approximately 7% of net sales.

Our research and development expenses are estimated to range from 7% to 8% as a percentage of net sales in 2017.

Amortization of intangible assets

Charges associated with amortization of intangible assets totaled $7.0 million in the second quarter of 2017 , compared to $7.5 million in the second quarter of 2016 . Based on intangible assets held at June 25, 2017 , we expect amortization expense to be approximately $28.3 million for the full year of 2017 , $23.2 million in 2018 , $21.1 million in 2019 , $20.5 million in 2020 , and $20.3 million in 2021 .

Interest expense, net

Interest expense, net, totaled $18.3 million in the second quarter of 2017 and $13.0 million in the second quarter of 2016 . Increased interest expense was driven by the increase in debt outstanding following the issuance of the 2021 Notes late in the second quarter of 2016 and borrowings under our ABL Facility established in the fourth quarter of 2016. Our interest expense in the second quarter of 2017 related primarily to non-cash interest expense associated with the amortization of the discount on the 2021 Notes and 2020 Notes of $4.5 million and $6.8 million , respectively; amortization of deferred financing charges on the 2021 Notes, 2020 Notes, 2017 Notes, and our ABL Facility totaling $1.2 million; and cash interest expense primarily associated with the coupon on the 2021 Notes, 2020 Notes, and 2017 Notes, and our ABL Facility totaling $5.7 million. Our interest expense in the second quarter of 2016 related primarily to non-cash interest expense associated with the amortization of the discount on the 2021 Notes and 2020 Notes of $1.4 million and $6.6 million , respectively, non-cash interest expense associated with the amortization of deferred financing charges on the 2021 Notes, 2020 Notes, and 2017 Notes totaling $0.9 million; and cash interest expense primarily associated with the coupon on the 2021 Notes, 2020 Notes, and 2017 Notes totaling $4.2 million.

Other income, net

Other income, net totaled $6.6 million in the second quarter of 2017 , compared to $2.1 million of other income, net in the second quarter of 2016 .

In the second quarter of 2017 , other income, net, primarily consisted of:


•	an unrealized gain of $3.9 million for the mark-to-market adjustment on CVRs issued in connection with the BioMimetic acquisition, and


•	an unrealized gain of $4.3 million for the net mark-to-market adjustments on our derivative assets and liabilities.

In the second quarter of 2016 , other income, net primarily consisted of:


•	an unrealized gain of $16.6 million for the net mark-to-market adjustments on and settlements of our derivative assets and liabilities; partially offset by

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•	a $12.3 million charge for the write-off of unamortized deferred financing fees and debt discount associated with the extinguishment of $45 million of the 2020 Notes and $58 million of the 2017 Notes, and


•	an unrealized loss of $1.4 million for the mark-to-market adjustment on CVRs issued in connection with the acquisition of BioMimetic.

Provision/(benefit) for income taxes

We recorded a tax provision of $0.4 million in the second quarter of 2017 , compared to a tax benefit of $3.3 million in the second quarter of 2016 . Our income tax expense during the second quarter of 2017 is the result of net earnings in jurisdictions for which we do not have a valuation allowance. We are unable to recognize a tax benefit in jurisdictions where we are incurring losses (primarily the U.S.) due to the valuation allowance on our net deferred tax assets. During the second quarter of 2016, we recognized a $2.3 million tax benefit relating to the resolution of an IRS audit. The remaining tax benefit primarily related to losses in jurisdictions where we do not have a valuation allowance.

Loss from discontinued operations, net of tax

Loss from discontinued operations, net of tax, consists primarily of the costs associated with legal defense, income/loss associated with product liability insurance recoveries/denials, and changes to any contingent liabilities associated with the OrthoRecon business that was sold to MicroPort and, to a lesser degree, costs associated with the Large Joints business that was sold to Corin. During the second quarter of 2017 , we recognized a $6.0 million charge for certain retained metal-on-metal product liability claims associated with the OrthoRecon business. During the second quarter of 2016, we recognized a $150 million charge for certain retained metal-on-metal product liability claims associated with the OrthoRecon business and a $21.9 million loss on impairment related to the Large Joints business. See Note 3 and Note 12 to our condensed consolidated financial statements for further discussion regarding our discontinued operations and our retained contingent liabilities associated with the OrthoRecon business.

Comparison of the six months ended June 25, 2017 to the six months ended June 26, 2016

The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands) and as percentages of net sales:



	Six months ended
	June 25, 2017					June 26, 2016
	Amount			% of net sales		Amount			% of net sales
Net sales	$	356,884		100.0	%	$	340,007		100.0	%
Cost of sales ^1,2	75,248			21.1	%	95,675			28.1	%
Gross profit	281,636			78.9	%	244,332			71.9	%
Operating expenses:
Selling, general and administrative ¹	260,652			73.0	%	271,229			79.8	%
Research and development ¹	24,979			7.0	%	24,224			7.1	%
Amortization of intangible assets	14,396			4.0	%	13,941			4.1	%
Total operating expenses	300,027			84.1	%	309,394			91.0	%
Operating loss	(18,391		)	(5.2	)%	(65,062		)	(19.1	)%
Interest expense, net	36,534			10.2	%	24,878			7.3	%
Other expense (income), net	1,418			0.4	%	(3,129		)	(0.9	)%
Loss from continuing operations before income taxes	(56,343		)	(15.8	)%	(86,811		)	(25.5	)%
Provision (benefit) for income taxes	1,324			0.4	%	(4,588		)	(1.3	)%
Net loss from continuing operations	$	(57,667	)	(16.2	)%	$	(82,223	)	(24.2	)%
Loss from discontinued operations, net of tax	(42,194		)			(195,135		)
Net loss	$	(99,861	)			$	(277,358	)

__________________________


¹	These line items include the following amounts of non-cash, share-based compensation expense for the periods indicated:

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	Six months ended
	June 25, 2017		% of net sales		June 26, 2016		% of net sales
Cost of sales	$	251	0.1	%	$	175	0.1	%
Selling, general and administrative	7,979		2.2	%	5,902		1.7	%
Research and development	456		0.1	%	296		0.1	%


²	Cost of sales includes amortization of inventory step-up adjustment of $20.6 million for the six months ended June 26, 2016 .

The following tables set forth our net sales by product line for the U.S. and International for the periods indicated (in thousands) and the percentage of year-over-year change:



	Six months ended
	June 25, 2017		June 26, 2016		% change
U.S.
Lower extremities	$	109,809	$	107,286	2.4	%
Upper extremities	113,493		99,910		13.6	%
Biologics	37,907		34,920		8.6	%
Sports med & other	3,881		4,301		(9.8	)%
Total U.S.	$	265,090	$	246,417	7.6	%

International
Lower extremities	$	28,409	$	31,783	(10.6	)%
Upper extremities	45,409		44,915		1.1	%
Biologics	10,300		9,065		13.6	%
Sports med & other	7,676		7,827		(1.9	)%
Total International	$	91,794	$	93,590	(1.9	)%

Total net sales	$	356,884	$	340,007	5.0	%

Net sales

U.S. Sales. U.S. net sales totaled $265.1 million in the first six months of 2017, an 8% increase from $246.4 million in the first six months of 2016, primarily due to continued growth in our U.S. upper extremities business. U.S. sales represented approximately 74.3% of total net sales in the first six months of 2017, compared to 72.5% of total net sales in the first six months of 2016.

International Sales. International net sales totaled $91.8 million in the first six months of 2017 compared to $93.6 million in the first six months of 2016. This 2% decrease was due to a $3.4 million unfavorable impact from foreign currency exchange rates (a 4 percent age point unfavorable impact to sales growth rate), as a 6% increase in our direct markets was mostly offset by unfavorable timing of stocking distributor orders.

Cost of sales

Our cost of sales as a percentage of net sales decreased to 21.1% in the first six months of 2017, as compared to 28.1% in the first six months of 2016. This decrease was primarily driven by $20.6 million (6.0% of net sales) of inventory step-up amortization and a $2.0 million (0.6% of net sales) provision for excess and obsolete inventory associated product rationalization initiatives in the first six months of 2016 associated with inventory acquired from the Wright/Tornier merger. The remaining decrease in cost of sales as a percentage of net sales was driven by manufacturing efficiencies as compared to the prior year period.

Operating expenses

As a percentage of net sales, operating expenses decreased to 84.1% in the first six months of 2017, compared to 91.0% in the first six months of 2016. This decrease was driven primarily by the decrease in spending on transition and transaction costs, as well as leverage of relatively flat general and administrative expenses over increased net sales.

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Provision/(benefit) for income taxes

We recorded an income tax provision of $1.3 million in the first six months of 2017, compared to a tax benefit of $4.6 million in the first six months of 2016. The 2017 tax expense is the result of net earnings in jurisdictions for which we do not have a valuation allowance. Our 2016 tax benefit includes a $2.3 million tax benefit related to the resolution of an IRS tax audit as well as the recognition of net losses in jurisdictions we do not have a valuation allowance.

Loss from discontinued operations, net of tax

Loss from discontinued operations, net of tax, consists primarily of the costs associated with legal defense, income/loss associated with product liability insurance recoveries/denials, and changes to any contingent liabilities associated with the OrthoRecon business that was sold to MicroPort and, to a lesser degree, costs associated with the Large Joints business that was sold to Corin. During the second quarter of 2016, we recognized a $150 million charge for certain retained metal-on-metal product liability claims associated with the OrthoRecon business and a $21.9 million loss on impairment related to the Large Joints business. See Note 3 and Note 12 to our condensed consolidated financial statements for further discussion regarding our discontinued operations and our retained contingent liabilities associated with the OrthoRecon business.

Reportable segments

The following tables set forth, for the periods indicated, net sales and operating income of our reportable segments expressed as dollar amounts (in thousands) and as a percentage of net sales:



	Three months ended June 25, 2017
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	74,319		$	58,616		$	46,758
Operating income	$	17,657		$	18,879		$	886
Operating income as a percent of net sales	23.8		%	32.2		%	1.9		%



	Three months ended June 26, 2016
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	70,645		$	51,228		$	48,843
Operating income	$	18,968		$	16,849		$	2,208
Operating income as a percent of net sales	26.8		%	32.9		%	4.5		%



	Six months ended June 25, 2017
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	149,313		$	115,777		$	91,794
Operating income	$	38,482		$	36,367		$	3,204
Operating income as a percent of net sales	25.8		%	31.4		%	3.5		%



	Six months ended June 26, 2016
	U.S. Lower Extremities & Biologics			U.S. Upper Extremities			International Extremities & Biologics
Net sales	$	143,905		$	102,512		$	93,590
Operating income	$	39,833		$	34,135		$	3,785
Operating income as a percent of net sales	27.7		%	33.3		%	4.0		%

Net sales of our U.S. lower extremities and biologics segment increased $3.7 million and $5.4 million in the three and six months ended June 25, 2017 , respectively, as compared to the three and six months ended June 26, 2016 . These increases were driven by net sales growth in our total ankle replacement products, as well as sales from the recent launch of our SALVATION® limb salvage system for treating Charcot foot and limb salvage cases and sales of AUGMENT® Bone Graft, which was commercially launched in the fourth quarter of 2015. Operating income of our U.S. lower extremities and biologics segment decreased for the three and six months ended June 25, 2017 , compared to the three and six months ended June 26, 2016 primarily due to investments in research

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and development for product development and clinical studies, as well as higher levels of selling, general and administrative expenses to support certain growth initiatives.

Net sales of our U.S. upper extremities segment increased $7.4 million and $13.3 million in the three and six months ended June 25, 2017 , respectively, as compared to the three and six months ended June 26, 2016 . Operating income of our U.S. upper extremities segment increased $2.0 million and $2.2 million in the three and six months ended June 25, 2017 , respectively, as compared to the three and six months ended June 26, 2016 . These increases were driven by our innovative shoulder product portfolio, including continued success of the SIMPLICITI ^® shoulder system.

Net sales of our International extremities and biologics segment decreased $2.1 million and $1.8 million in the three and six months ended June 25, 2017 , respectively, as compared to the three and six months ended June 26, 2016 , primarily due to unfavorable impact from foreign currency exchange rates, offset by continued growth in our international upper extremities business. Operating income of our International extremities and biologics segment decreased $1.3 million and $0.6 million in the three and six months ended June 25, 2017 , respectively, as compared to the three and six months ended June 26, 2016 , primarily driven by timing of sales to our stocking distributors.

Liquidity and Capital Resources

The following table sets forth, for the periods indicated, certain liquidity measures (in thousands):



	June 25, 2017		December 25, 2016
Cash and cash equivalents	$	228,877	$	262,265
Restricted cash	150,018		150,000
Working capital	223,282		285,107

Operating Activities. Cash used in operating activities totaled $10.8 million and $23.3 million in the first six months of 2017 and 2016 , respectively. The decrease in cash used in operating activities in the first six months of 2017 compared to the first six months of 2016 was due primarily to improved cash profitability, driven by lower levels of transaction and transition expenses and leverage of relatively flat general and administrative expenses over increased net sales.

Investing Activities. Our capital expenditures totaled $31.4 million and $24.8 million in the first six months of 2017 and 2016 , respectively. Historically, our capital expenditures have consisted principally of surgical instrumentation, purchased manufacturing equipment, research and testing equipment, and computer systems. We expect to incur capital expenditures of approximately $50 million in 2017 .

Financing Activities. During the first six months of 2017 , cash provided by financing activities totaled $8.2 million , compared to $238.0 million in the first six months of 2016 . Cash provided by financing activities in the first six months of 2017 was primarily attributable to $19.7 million cash received from the issuance of ordinary shares in connection with option exercises, offset by $9.4 million of net payments due to timing of the weekly lockbox repayment/re-borrowing arrangement underlying the ABL Facility. During the first six months of 2016, cash provided by financing was primarily attributable to the proceeds received from the issuance of the 2021 cash convertible notes, partially offset by the partial settlement of previously outstanding convertible notes.

Repatriation. We provide for tax liabilities in our condensed consolidated financial statements with respect to amounts that we expect to repatriate from subsidiaries (to the extent the repatriation would be subject to tax); however, no tax liabilities are recorded for amounts that we consider to be permanently reinvested. Our current plans do not foresee a need to repatriate funds that are designated as permanently reinvested in order to fund our operations or meet currently anticipated liquidity and capital investment needs.

Discontinued Operations. Cash flows from discontinued operations are combined with cash flows from continuing operations in the condensed consolidated statements of cash flows. Cash flows from discontinued operations include those related to both the Large Joints and OrthoRecon businesses.

During the first six months of 2017 and 2016 , cash used in the former OrthoRecon business was approximately $17.7 million and $15.8 million , respectively, for legal defense costs and settlement of product liability claims. Cash used in operating activities from the Large Joints business totaled $1.3 million for the six months ended June 25, 2017 . Cash provided by operating activities from the Large Joints business totaled $4.1 million for the six months ended June 26, 2016 .

We do not expect that the future cash outflows from discontinued operations, including the payment of retained liabilities of the OrthoRecon business, will have an impact on our ability to meet contractual cash obligations and fund our working capital requirements, operations, and anticipated capital expenditures.

Contractual Cash Obligations. There have been no material changes to our contractual cash obligations and commercial commitments as disclosed in in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of

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Operations-Liquidity and Capital Resources-Contractual Cash Obligations " of our Annual Report on Form 10-K for the year ended December 25, 2016.

Other Liquidity Information. We have historically funded our cash needs through various equity and debt issuances, more recently borrowings under our ABL Facility, and through cash flow from operations.

On December 23, 2016, we, together with WMG and certain of our other wholly-owned U.S. subsidiaries, entered into a Credit, Security and Guaranty Agreement (ABL Credit Agreement) with Midcap Financial Trust, as administrative agent (Agent) and a lender and the additional lenders from time to time party thereto. The ABL Credit Agreement provides for a $150 million senior secured asset-based line of credit, subject to the satisfaction of a borrowing base requirement (ABL Facility). The ABL Facility may be increased by up to $100 million upon our request, subject to the consent of the Agent and each of the other lenders providing such increase and the satisfaction of customary conditions. We are required to maintain net revenue at or above specified minimum levels, to maintain liquidity in the United States above a specified level and to comply with other covenants under the ABL Credit Agreement. We are in compliance with all covenants as of June 25, 2017 . As of June 25, 2017 , we had $21.1 million in borrowings outstanding under the ABL Facility and $128.9 million in unused availability under the ABL Facility.

On November 1, 2016, Wright Medical Technology, Inc. (WMT) entered into a Master Settlement Agreement (MSA) with Court-appointed attorneys representing plaintiffs in the metal-on-metal hip replacement product liability litigation pending before the United States District Court for the Northern District of Georgia (the MDL) and the California State Judicial Counsel Coordinated Proceedings (the JCCP). Under the terms of the MSA, the parties agreed to settle 1,292 specifically identified claims associated with CONSERVE ^®, DYNASTY ^® and LINEAGE ^® products that meet the eligibility requirements of the MSA and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a settlement amount of $240 million. As of June 25, 2017 , our accrual for metal-on-metal claims totaled $271.4 million , of which $252.5 million is included in our condensed consolidated balance sheet within “Accrued expenses and other current liabilities” and $18.9 million is included within “Other liabilities.” As of December 25, 2016, our accrual for metal-on-metal claims totaled $256.7 million, of which $242.8 million is included in our condensed consolidated balance sheet within “Accrued expenses and other current liabilities” and $13.9 million is included within “Other liabilities.” See Note 12 to our condensed consolidated financial statements for additional discussion regarding the MSA and our accrual methodologies for the metal-on-metal hip replacement product liability claims.

During the fourth quarter of 2016, WMT deposited $150 million into a restricted escrow account to secure its obligations under the MSA. All individual settlements under the MSA will be funded first from the escrow account and then, if all funds held in the escrow account have been exhausted, directly by WMT. As of both June 25, 2017 and December 25, 2016 , $150 million was in the restricted escrow account, and therefore, considered restricted cash under U.S. GAAP. WMT expects to fund the majority of these settlements during the second half of 2017. See Note 12 and Note 13 to our condensed consolidated financial statements for further discussion regarding the MSA, the metal-on-metal hip litigation and the funding for such claims.

In May 2016, we issued $395 million aggregate principal amount of the 2021 Notes, which, after consideration of the exchange of approximately $54 million principal amount of the 2017 Notes and $45 million principal amount of the 2020 Notes, generated net proceeds of approximately $237.5 million. In connection with the offering of the 2021 Notes, we entered into convertible note hedging transactions with two counterparties. We also entered into warrant transactions in which we sold stock warrants for an aggregate of 18.5 million ordinary shares to these two counterparties. We used approximately $45 million of the net proceeds from the offering to pay the cost of the convertible note hedging transactions (after such cost was partially offset by the proceeds we received from the sale of the warrants).

Although it is difficult for us to predict our future liquidity requirements, we believe that our cash, cash equivalents and restricted cash balance of approximately $378.9 million , together with $128.9 million in availability under the ABL Facility, as of June 25, 2017 will be sufficient for at least the next 12 months to fund our working capital requirements and operations, permit anticipated capital expenditures during the remainder of 2017, pay retained metal-on-metal product and other liabilities of the OrthoRecon business, including without limitation amounts under the MSA, fund contingent considerations including without limitation the up to $42 million CVR milestone payment, and meet our anticipated contractual cash obligations in 2017. We may face liquidity challenges during the next few years in light of anticipated significant contingent liabilities and financial obligations and commitments, including among others, acquisition-related contingent consideration payments, payments related to our outstanding indebtedness, and costs and payments related to pending litigation.

In the event that we would require additional working capital to fund future operations, we could seek to acquire that through borrowings under the additional $100.0 million that may be available under the ABL Facility or additional equity or debt financing arrangements which may or may not be available on favorable terms at such time. If we raise additional funds by issuing equity securities, our shareholders may experience dilution. Additional debt financing, if available, may involve additional covenants restricting our operations or our ability to incur additional debt, in addition to those under our existing indentures and the ABL Credit Agreement. Any additional debt financing or additional equity that we raise may contain terms that are not favorable to us or our shareholders. If we do not have, or are not able to obtain, sufficient funds, we may not be able to develop or enhance our

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products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements or we may have to delay development or commercialization of our products or scale back our operations.

In-Process Research and Development. I n connection with the BioMimetic acquisition, we acquired in-process research and development (IPRD) technology related to projects that had not yet reached technological feasibility as of the acquisition date, which included AUGMENT ^® Injectable Bone Graft. The acquisition-date fair value of the IPRD technology was $27.1 million for AUGMENT ^® Injectable Bone Graft. The fair value of the IPRD technology was reduced to $0 as of December 31, 2014, which reflected the impairment charges recognized in 2013 after receipt of the not approvable letter from the FDA in response to a pre-market approval (PMA) application for AUGMENT ^® Bone Graft for use as an alternative to autograft in hindfoot and ankle fusion procedures.

I n connection with the Wright/Tornier merger, we acquired IPRD technology related to three projects that had not yet reached technological feasibility as of the merger date. These projects included PerFORM Rev/Rev+, AEQUALIS ^® Adjustable Reversed Ext (AARE) (re-branded in 2016 to AEQUALIS ^® Flex Revive), and PerFORM+ that were assigned fair values of $14.5 million, $2.1 million, and $0.4 million, respectively, on the acquisition date. During 2016, we received FDA clearance of PerFORM Rev/Rev+ and PerFORM+.

The current IPRD projects we acquired in our BioMimetic acquisition and the Wright/Tornier merger are as follows:

•

AUGMENT ^® Injectable Bone Graft (Augment Injectable) combines rhPDGF-BB with an injectable bone matrix, and is targeted to be used in either open (surgical) treatment of fusions and fractures or closed (non-surgical) or minimally invasive treatment of fractures. AUGMENT ^® Injectable can be injected into a fusion or fracture site during an open surgical procedure, or it can be injected through the skin into a fracture site, in either case locally delivering rhPDGF-BB to promote fusion or fracture repair. Our initial clinical development program for AUGMENT ^® Injectable has focused on securing regulatory approval for open indications in the United States and in several markets outside the United States. We currently estimate it could take one to three years to complete this project. We have incurred expenses of approximately $5.4 million for AUGMENT ^® Injectable since the date of acquisition and $0.2 million in the three months ended June 25, 2017 . We are currently pursuing approval with a PMA Panel Track Supplement. This does not necessarily result in a panel meeting, but it affords the FDA additional time to review the submission beyond 180 days.

•

AEQUALIS ^® Adjustable Reversed Ext (AARE) will ultimately be our second-generation revision product, with an improved implant that is convertible and addresses more indications, and a revamped instrument set that includes universal extraction instrumentation. The implants in this system are complete from a design standpoint, have regulatory approval, and are being sold using a previous generation of instrumentation in a limited capacity. The instruments for the new revision system are currently in design phase. We have an anticipated completion date in 2018 and project cost to complete is estimated to be less than $1 million. However, the risks and uncertainties associated with completion are dependent upon testing validations and FDA clearance.

Critical Accounting Policies and Estimates

Information on judgments related to our most critical accounting policies and estimates is discussed in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates " of our Annual Report on Form 10-K for the year ended December 25, 2016 filed with the SEC on February 23, 2017. Certain of our more critical accounting estimates require the application of significant judgment by management in selecting the appropriate assumptions in determining the estimate. By their nature, these judgments are subject to an inherent degree of uncertainty. We develop these judgments based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results may differ from these judgments under different assumptions or conditions. Different, reasonable estimates could have been used for the current period. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. Both of these factors could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

There have been no material changes to our critical accounting policies and estimates discussed in " Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates " of our Annual Report on Form 10-K for the year ended December 25, 2016 .

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 2 to our condensed consolidated financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

Our exposure to interest rate risk arises principally from variable interest rates applicable to borrowings under our ABL Facility and the interest rates associated with our invested cash balances.

Borrowings under our ABL Facility bear interest at variable rates. The interest rate margin applicable to borrowings under the ABL Facility is, at the option of the Borrowers, equal to either (a) 3.25% for base rate loans or (b) 4.25% for LIBOR rate loans, subject to a 0.75% LIBOR floor. As of June 25, 2017 , we had $21.1 million of borrowings under our ABL Facility. Based upon this debt level, and the LIBOR floor on our interest rate, a 100 basis point increase in the annual interest rate on such borrowings would have an immaterial impact on our interest expense on an annual basis.

On June 25, 2017 , we had invested cash, cash equivalents, and restricted cash of approximately $378.9 million . We believe that a 10 basis point change in interest rates is reasonably possible in the near term. Based on our current level of investment, an increase or decrease of 10 basis points in interest rates would have an annual impact of approximately $0.4 million to our interest income.

As of June 25, 2017 , we had outstanding $2.0 million, $587.5 million, and $395 million principal amount of our 2017 Notes, 2020 Notes, and 2021 Notes, respectively. We carry these instruments at face value less unamortized discount and unamortized debt issuance costs on our condensed consolidated balance sheets. Since these instruments bear interest at a fixed rate, we have no financial statement risk associated with changes in interest rates. However, the fair value of these instruments fluctuates when interest rates change, and when the market price of our ordinary shares fluctuates. We do not carry the 2017 Notes, 2020 Notes, and 2021 Notes at fair value, but present the fair value of the principal amount of our 2017 Notes, 2020 Notes, and 2021 Notes for disclosure purposes.

Equity Price Risk

The 2017 Notes include conversion and settlement provisions that are based on the price of our ordinary shares and prior to the Wright/Tornier merger, WMG common stock, at conversion or at maturity of the notes. On February 13, 2015, WMG issued $632.5 million of the 2020 Notes, which generated net proceeds of approximately $613 million. Approximately $292 million of the net proceeds from the 2020 Notes offering were used to repurchase approximately $240 million aggregate principal amount of the 2017 Notes in privately negotiated transactions. In addition, all of the 2017 Notes Hedges were settled and all of the warrants associated with the 2017 Notes were repurchased, generating net proceeds of approximately $10 million. On May 20, 2016, we issued $395 million aggregate principal amount of the 2021 Notes. Concurrently with the issuance and sale of the 2021 Notes, certain holders of $54.4 million aggregate principal amount of the 2017 Notes exchanged their 2017 Notes for the 2021 Notes. Approximately $3.7 million of the net proceeds from the 2021 Notes offering were subsequently used to repurchase approximately $3.6 million aggregate principal amount of the 2017 Notes in privately negotiated transactions. As of June 25, 2017 , we had approximately $ 2.0 million in outstanding debt under the 2017 Notes. The following table shows the amount of cash that we would be required to provide holders of the 2017 Notes upon maturity assuming various closing prices of our ordinary shares at the date of maturity:



Share price		Cash payment in excess of principal (in thousands)
$27.98	(10% greater than conversion price)	$	203
$30.52	(20% greater than conversion price)	$	405
$33.07	(30% greater than conversion price)	$	608
$35.61	(40% greater than conversion price)	$	811
$38.15	(50% greater than conversion price)	$	1,013

The fair value of our 2017 Notes Conversion Derivative is directly impacted by the price of our ordinary shares and prior to the Wright/Tornier merger, WMG common stock. The following table presents the fair values of our 2017 Notes Conversion Derivative as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price	Fair value of security as of June 25, 2017	Fair value of security given a 10% increase in share price
2017 Notes Conversion Derivative (Liability)	$75	$215	$409

The holders of the 2020 Notes may convert their 2020 Notes into cash upon the satisfaction of certain circumstances as described in Note 8 . The conversion and settlement provisions of the 2020 Notes are based on the price of our ordinary shares at conversion

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or at maturity of the notes. In addition, the hedges and warrants associated with these convertible notes also include settlement provisions that are based on the price of our ordinary shares. The amount of cash we may be required to pay, or the number of shares we may be required to provide to note holders at conversion or maturity of these notes, is determined by the price of our ordinary shares. The amount of cash that we may receive from hedge counterparties in connection with the related hedges and the number of shares that we may be required to provide warrant counterparties in connection with the related warrants are also determined by the price of our ordinary shares.

Upon the expiration of our warrants issued in connection with the 2020 Notes, we will issue ordinary shares to the purchasers of the warrants to the extent the price of our ordinary shares exceeds the warrant strike price at that time. On November 24, 2015, Wright Medical Group N.V. assumed WMG's obligations pursuant to the warrants, and the strike price of the warrants was adjusted from $40.00 to $38.8010 per ordinary share. The following table shows the number of shares that we would issue to warrant counterparties at expiration of the warrants assuming various closing prices of our ordinary shares on the date of warrant expiration:



Share price		Shares (in thousands)
$42.68	(10% greater than strike price)	1,784
$46.56	(20% greater than strike price)	3,270
$50.44	(30% greater than strike price)	4,528
$54.32	(40% greater than strike price)	5,606
$58.20	(50% greater than strike price)	6,540

The fair value of the 2020 Notes Conversion Derivative and the 2020 Notes Hedge is directly impacted by the price of our ordinary shares. We entered into the 2020 Notes Hedges in connection with the issuance of the 2020 Notes with the option counterparties. The 2020 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2020 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The following table presents the fair values of the 2020 Notes Conversion Derivative and 2020 Notes Hedge as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price	Fair value of security as of June 25, 2017	Fair value of security given a 10% increase in share price
2020 Notes Hedges (Asset)	$58,081	$84,034	$114,413
2020 Notes Conversion Derivative (Liability)	$55,589	$82,752	$114,908

The holders of the 2021 Notes may convert their 2021 Notes into cash upon the satisfaction of certain circumstances as described in Note 8 . The conversion and settlement provisions of the 2021 Notes are based on the price of our ordinary shares at conversion or at maturity of the notes. In addition, the hedges and warrants associated with these convertible notes also include settlement provisions that are based on the price of our ordinary shares. The amount of cash we may be required to pay, or the number of shares we may be required to provide to note holders at conversion or maturity of these notes, is determined by the price of our ordinary shares. The amount of cash that we may receive from hedge counterparties in connection with the related hedges and the number of shares that we may be required to provide warrant counterparties in connection with the related warrants are also determined by the price of our ordinary shares.

Upon the expiration of our warrants issued in connection with the 2021 Notes, we will issue ordinary shares to the purchasers of the warrants to the extent the price of our ordinary shares exceeds the warrant strike price of $30.00 at that time. The following table shows the number of shares that we would issue to warrant counterparties at expiration of the warrants assuming various closing prices of our ordinary shares on the date of warrant expiration:



Share price		Shares (in thousands)
$33.00	(10% greater than strike price)	1,681
$36.00	(20% greater than strike price)	3,082
$39.00	(30% greater than strike price)	4,268
$42.00	(40% greater than strike price)	5,284
$45.00	(50% greater than strike price)	6,164

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The fair value of the 2021 Notes Conversion Derivative and the 2021 Notes Hedge is directly impacted by the price of our ordinary shares. We entered into the 2021 Notes Hedges in connection with the issuance of the 2021 Notes with the option counterparties. The 2021 Notes Hedges, which are cash-settled, are intended to reduce our exposure to potential cash payments that we are required to make upon conversion of the 2021 Notes in excess of the principal amount of converted notes if our ordinary share price exceeds the conversion price. The following table presents the fair values of the 2021 Notes Conversion Derivative and 2021 Notes Hedge as a result of a hypothetical 10% increase and decrease in the price of our ordinary shares. We believe that a 10% change in our share price is reasonably possible in the near term:



(in thousands)
	Fair value of security given a 10% decrease in share price	Fair value of security as of June 25, 2017	Fair value of security given a 10% increase in share price
2021 Notes Hedges (Asset)	$149,517	$186,892	$226,407
2021 Notes Conversion Derivative (Liability)	$145,099	$187,191	$231,585

Foreign Currency Exchange Rate Fluctuations

Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies could adversely affect our financial results. Approximately 26.0% and 28.6% of our net sales were from international sales for the three months ended June 25, 2017 and June 26, 2016 , respectively. Approximately 25.7% and 27.5% of our net sales were from international sales for the six months ended June 25, 2017 and June 26, 2016 , respectively. We expect that foreign sales will continue to represent a similarly significant percentage of our net sales in the future. The cost of sales related to these sales is primarily denominated in U.S. dollars; however, operating costs related to these sales are largely denominated in the same respective currencies, thereby partially limiting our transaction risk exposure. For sales not denominated in U.S. dollars, an increase in the rate at which a foreign currency is exchanged for U.S. dollars will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases, if we price our products in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products in U.S. dollars and our competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our prices not being competitive in a market where business is transacted in the local currency.

As discussed in Note 5 to the condensed consolidated financial statements, we enter into certain short-term derivative financial instruments in the form of foreign currency forward contracts. These forward contracts are designed to mitigate our exposure to currency fluctuations in our intercompany balances denominated currently in Euros, British pounds, and Canadian dollars. Any change in the fair value of these forward contracts as a result of a fluctuation in a currency exchange rate is expected to be offset by a change in the value of the intercompany balance.

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding disclosure. The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), with assistance from other members of management, have reviewed the design and effectiveness of our disclosure controls and procedures as of June 25, 2017 and, based on their evaluation, have concluded that our disclosure controls and procedures were not effective as of such date, due to the material weakness in our internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016.

Internal Control Over Financial Reporting

As disclosed in “ Part II. Item 9A. Controls and Procedures ” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016, during the fourth quarter of fiscal 2016, we identified a material weakness in our internal control over financial reporting related to ineffective design and operation of general information technology controls related to user access to certain information technology systems that are relevant to our financial reporting processes and that are intended to ensure that access to financial applications and data is adequately restricted to appropriate personnel and monitored to ensure adherence to Company policies. As of June 25, 2017 , management is continuing to implement the remediation plan as disclosed in “ Part II. Item 9A. Controls and Procedures ” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016, which is described below.

Management believes that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with US GAAP. Our CEO and CFO have certified that, based on such officer’s knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended June 25, 2017 , that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting, other than the changes made in response to the material weakness as described in more detail below.

Remediation Plan

Management is continuing to implement the remediation plan as disclosed in “ Part II. Item 9A. Controls and Procedures ” in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016, to ensure that control deficiencies contributing to the material weakness are remediated such that these controls will operate effectively.

We believe that these actions, and the improvements we expect to achieve as a result, will effectively remediate the material weakness. However, the material weakness in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed later in fiscal 2017.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we or our subsidiaries are subject to various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of our business and some of which involve claims for damages that are substantial in amount. These actions and proceedings may relate to, among other things, product liability, intellectual property, distributor, commercial, and other matters. These actions and proceedings could result in losses, including damages, fines, or penalties, any of which could be substantial, as well as criminal charges. Although such matters are inherently unpredictable, and negative outcomes or verdicts can occur, we believe we have significant defenses in all of them, are vigorously defending all of them, and do not believe any of them will have a material adverse effect on our financial position. However, we could incur judgments, pay settlements, or revise our expectations regarding the outcome of any matter. Such developments, if any, could have a material adverse effect on our results of operations in the period in which applicable amounts are accrued, or on our cash flows in the period in which amounts are paid.

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The actions and proceedings described in this section relate primarily to Wright Medical Technology, Inc. (WMT), an indirect subsidiary of Wright Medical Group N.V., and are not necessarily applicable to Wright Medical Group N.V. or other affiliated entities. Maintaining separate legal entities within our corporate structure is intended to ring-fence liabilities. We believe our ring-fenced structure should preclude corporate veil-piercing efforts against entities whose assets are not associated with particular claims.

Governmental Inquiries

Patent Litigation

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On March 1, 2016, Musculoskeletal Transplant Foundation (MTF) filed suit, Case No. 2:16-CV-01170-JLL-JAD, against Solana and WMT in the United States District Court for the District of New Jersey alleging that the TenFUSE PIP product infringes U.S. Patent No. 6,432,436 entitled “Partially Demineralized Cortical Bone Constructs.” The lawsuit seeks monetary damages, costs and attorneys' fees. On May 25, 2016, we agreed to waive service of MTF’s complaint. Following a series of court-ordered extensions of time, we filed our answer to MTF’s complaint and counterclaims on December 5, 2016. In the first quarter of 2017, we entered into a settlement agreement with MTF to settle the litigation for an immaterial amount. As a result, the litigation has been dismissed with prejudice.

In August 2016, we received a letter from KFx Medical Corporation (KFx) alleging that a legacy Tornier product (the Piton Suture Anchor) infringes one of KFx’s patents when used in knotless double row tissue fixation techniques. On April 6, 2017, we filed a declaratory judgment action in the United States District Court for the District of Delaware, Case No. 1:17-cv-00384, seeking declaratory judgment of non-infringement and invalidity of United States Patent Nos. 7,585,311; 8,100,942; and 8,109,969. On April 20, 2017, KFx filed an answer and counterclaim alleging we indirectly infringe, and induce infringement of, these patents.

Product Liability

We have been named as a defendant, in some cases with multiple other defendants, in lawsuits in which it is alleged that as yet unspecified defects in the design, manufacture, or labeling of certain metal-on-metal hip replacement products rendered the products defective. The lawsuits generally employ similar allegations that use of the products resulted in excessive metal ions and particulate in the patients into whom the devices were implanted, in most cases resulting in revision surgery (collectively, the CONSERVE ^® Claims) and generally seek monetary damages. We anticipate that additional lawsuits relating to metal-on-metal hip replacement products may be brought.

Because of the similar nature of the allegations made by several plaintiffs whose cases were pending in federal courts, upon motion of one plaintiff, Danny L. James, Sr., the United States Judicial Panel on Multidistrict Litigation on February 8, 2012 transferred certain actions pending in the federal court system related to metal-on-metal hip replacement products to the United States District Court for the Northern District of Georgia, for consolidated pre-trial management of the cases before a single United States District Court Judge (the MDL). The consolidated matter is known as In re: Wright Medical Technology, Inc. Conserve Hip Implant Products Liability Litigation .

Certain plaintiffs have elected to file their lawsuits in state courts in California. In doing so, most of those plaintiffs have named a surgeon involved in the design of the allegedly defective products as a defendant in the actions, along with his personal corporation. Pursuant to contractual obligations, we have agreed to indemnify and defend the surgeon in those actions. Similar to the MDL proceeding in federal court, because the lawsuits generally employ similar allegations, certain of those pending lawsuits in California were consolidated for pre-trial handling on May 14, 2012 pursuant to procedures of California State Judicial Counsel Coordinated Proceedings (the JCCP). The consolidated matter is known as In re: Wright Hip Systems Cases, Judicial Counsel Coordination Proceeding No. 4710 .

The first bellwether trial in the MDL commenced on November 9, 2015 in Atlanta, Georgia. On November 24, 2015, the jury returned a verdict in favor of the plaintiff and awarded the plaintiff $1 million in compensatory damages and $10 million in punitive damages. We believe there were significant trial irregularities and vigorously contested the trial result. On December 28, 2015, we filed a post-trial motion for judgment as a matter of law or, in the alternative, for a new trial or a reduction of damages awarded. On April 5, 2016, the trial judge issued an order reducing the punitive damage award from $10 million to $1.1 million, but otherwise denied our motion. On May 4, 2016, we filed a notice of appeal with the United States Court of Appeals for the Eleventh Circuit. The United States Court of Appeals for the Eleventh Circuit heard oral arguments on January 26, 2017 and on March 20, 2017, the Eleventh Circuit Court of Appeals upheld the lower court’s verdict. On April 10, 2017, we filed a petition for rehearing en banc or for panel rehearing, which was denied. In light of this denial, we elected to forego a further appeal and paid the judgment in July 2017.

The first bellwether trial in the JCCP, which was scheduled to commence on October 31, 2016, and subsequently rescheduled to January 9, 2017, was settled for an immaterial amount.

The first state court metal-on-metal hip trial not part of the MDL or JCCP, Donald Deline v. Wright Medical Technology, Inc., et al , commenced on October 24, 2016 in the Circuit Court of St. Louis County, Missouri. On November 3, 2016, the jury returned a verdict in our favor. The plaintiff has appealed.

As of March 26, 2017, there were approximately 1,250 lawsuits pending in the MDL and JCCP, and an additional 50 cases pending in various state courts. As of that date, we have also entered into approximately 1,000 so called "tolling agreements" with potential claimants who have not yet filed suit. The number of lawsuits pending in the MDL and JCCP and tolling agreements disclosed

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above includes the claims that have been resolved pursuant to the Master Settlement Agreement discussed below. Based on presently available information, we believe at least 350 of these lawsuits allege claims involving bilateral implants. As of March 26, 2017, there were also approximately 50 non-U.S. lawsuits pending. We believe we have data that supports the efficacy and safety of our metal-on-metal hip products. While continuing to dispute liability, the parties continue to mediate unresolved claims.

On November 1, 2016, WMT entered into a Master Settlement Agreement (MSA) with Court-appointed attorneys representing plaintiffs in the MDL and JCCP. Under the terms of the MSA, the parties agreed to settle 1,292 specifically identified CONSERVE, DYNASTY and LINEAGE claims that meet the eligibility requirements of the MSA and are either pending in the MDL or JCCP, or subject to court-approved tolling agreements in the MDL or JCCP, for a settlement amount of $240 million. Due to apparent demand from additional claimants excluded from settlement because of the 1,292 claim ceiling, but otherwise eligible for participation, WMT has agreed in principle to settle an additional 53 such claims, on terms substantially identical to the MSA settlement terms, for a maximum additional settlement amount of $9,410,714.

We have received claims for personal injury against us associated with fractures of our PROFEMUR ^® long titanium modular neck product (Titanium Modular Neck Claims). As of March 26, 2017, there were 25 pending U.S. lawsuits and 57 pending non-U.S. lawsuits alleging such claims. These lawsuits generally seek monetary damages.

We are aware that MicroPort has recalled certain sizes of its cobalt chrome modular neck products as a result of alleged fractures. As of March 26, 2017, there were four pending U.S. lawsuits and six pending non-U.S. lawsuits against us alleging personal injury resulting from the fracture of a cobalt chrome modular neck. These lawsuits generally seek monetary damages.

In June 2015, a jury returned a $4.4 million verdict against us in a case involving a fractured hip implant stem sold prior to the MicroPort closing. This was a one-of-a-kind case unrelated to the modular neck fracture cases we have previously reported. There are no other cases pending related to this component, nor are we aware of other instances where this component has fractured. The case, Alan Warner et al. vs. Wright Medical Technology, Inc. et al., case no. BC 475958 , which was filed on December 27, 2011, was tried in the Superior Court of the State of California for the County of Los Angeles, Central District. In September 2015, the trial judge reduced the jury verdict to $1.025 million and indicated that if the plaintiff did not accept the reduced award he would schedule a new trial solely on the issue of damages. The plaintiff elected not to accept the reduced damage award, and both parties have appealed. The Court has not set a date for a new trial on the issue of damages and we do not expect it will do so until the appeals are adjudicated.

Insurance Litigation

On June 10, 2014, St. Paul Surplus Lines Insurance Company (Travelers), which was an excess carrier in our coverage towers across multiple policy years, filed a declaratory judgment action in the Chancery Court of Shelby County, Tennessee naming us and certain of our other insurance carriers as defendants and asking the Court to rule on the rights and responsibilities of the parties with regard to the CONSERVE ^® Claims. This case is known as St. Paul Surplus Lines Insurance Company v. Wright Medical Group, Inc., et al. Among other things, Travelers appeared to dispute our contention that the CONSERVE ^® Claims arise out of more than a single occurrence thereby triggering multiple policy periods of coverage. Travelers further sought a determination as to the applicable policy period triggered by the alleged single occurrence. On June 17, 2014, we filed a separate lawsuit in the Superior Court of the State of California, County of San Francisco for declaratory judgment against certain carriers and breach of contract against the primary carrier, and moved to dismiss or stay the Tennessee action on a number of grounds, including that California is the most appropriate jurisdiction. This case is known as Wright Medical Group, Inc. et al. v. Federal Insurance Company, et al. On September 9, 2014, the California Court granted Travelers' motion to stay our California action. On April 29, 2016, we filed a dispositive motion seeking partial judgment in our favor in the Tennessee action. That motion is pending, and is scheduled for argument on June 23, 2017, after the parties complete discovery regarding certain issues relating to the pending motion. On June 10, 2016, Travelers withdrew its motion for summary judgment in the Tennessee action. One of the other insurance companies in the Tennessee action has stated that it will re-file a similar motion in the future.

On October 28, 2016, WMT and Wright Medical Group, Inc. (WMG) entered into a Settlement Agreement, Indemnity and Hold Harmless Agreement and Policy Buyback Agreement (Insurance Settlement Agreement) with a subgroup of three insurance carriers, namely Columbia Casualty Company (Columbia), Travelers and AXIS Surplus Lines Insurance Company (collectively, the Three Settling Insurers), pursuant to which the Three Settling Insurers paid WMT an aggregate of $60 million (in addition to $10 million previously paid by Columbia) in a lump sum. This amount is in full satisfaction of all potential liability of the Three Settling Insurers relating to metal-on-metal hip and similar metal ion release claims, including but not limited to all claims in the MDL and the JCCP, and all claims asserted by WMT against the Three Settling Insurers in the Tennessee action described above. The amount due under the Insurance Settlement Agreement was paid in the fourth quarter of 2016 and the Three Settling Insurers have been dismissed from the Tennessee action.

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On September 29, 2015, Markel International Insurance Company Ltd., as successor to Max Insurance Europe Ltd. (Max Insurance), which is the third insurance carrier in our coverage towers across multiple policy years, asserted that the terms and conditions identified in its reservation of rights will preclude coverage for the Titanium Modular Neck Claims. We strongly dispute the carrier's position, and in accordance with the dispute resolution provisions of the policy, on January 18, 2016, we filed a Notice of Arbitration against Max Insurance in London, England pursuant to the provisions of the Arbitration Act of 1996. We are seeking reimbursement, up to the policy limits of $25 million, of costs incurred in the defense and settlement of the Titanium Modular Neck Claims.

Wright/Tornier Merger Related Litigation

On November 26, 2014, a class action complaint was filed in the Circuit Court of Tennessee, for the Thirtieth Judicial District, at Memphis (Tennessee Circuit Court), by a purported shareholder of WMG under the caption City of Warwick Retirement System v. Gary D. Blackford et al ., CT-005015-14. An amended complaint in the action was filed on January 5, 2015. The amended complaint names as defendants WMG, Tornier, Trooper Holdings Inc. (Holdco), Trooper Merger Sub Inc. (Merger Sub), and the members of the WMG board of directors. The amended complaint asserts various causes of action, including, among other things, that the members of the WMG board of directors breached their fiduciary duties owed to the WMG shareholders in connection with entering into the merger agreement, approving the merger, and causing WMG to issue a preliminary Form S-4 that allegedly fails to disclose material information about the merger. The amended complaint further alleges that Tornier, Holdco, and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the WMG board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs.

On December 2, 2014, a separate class action complaint was filed in the Tennessee Chancery Court by a purported shareholder of WMG under the caption Paulette Jacques v. Wright Medical Group, Inc., et al ., CH-14-1736-1. An amended complaint in the action was filed on January 27, 2015. The amended complaint names as defendants WMG, Tornier, Holdco, Merger Sub, Warburg Pincus LLC and the members of the WMG board of directors. The amended complaint asserts various causes of action, including, among other things, that the members of the WMG board of directors breached their fiduciary duties owed to the WMG shareholders in connection with entering into the merger agreement, approving the merger, and causing WMG to issue a preliminary Form S-4 that allegedly fails to disclose material information about the merger. The amended complaint further alleges that WMG, Tornier, Warburg Pincus LLC, Holdco and Merger Sub aided and abetted the alleged breaches of fiduciary duties by the WMG board of directors. The plaintiff is seeking, among other things, injunctive relief enjoining or rescinding the merger and an award of attorneys’ fees and costs.

In an order dated March 31, 2015, the Tennessee Circuit Court transferred City of Warwick Retirement System v. Gary D. Blackford et al ., CT-005015-14 to the Tennessee Chancery Court for consolidation with Paulette Jacques v. Wright Medical Group, Inc., et al ., CH-14-1736-1 (Consolidated Tennessee Action). In an order dated April 9, 2015, the Tennessee Chancery Court stayed the Consolidated Tennessee Action; that stay expired upon completion of the Wright/Tornier merger. On September 19, 2016, the Tennessee Chancery Court entered an agreed order, dismissing the Jacques case without prejudice.

Other

In addition to those noted above, we are subject to various other legal proceedings, product liability claims, corporate governance, and other matters which arise in the ordinary course of business.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors that were discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 25, 2016 , as filed with the SEC on February 23, 2017.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

On July 25, 2017, our board of directors, upon recommendation of the compensation committee, approved form of award agreements, representing awards granted under the Wright Medical Group N.V. 2017 Equity and Incentive Plan. These form of award agreements are filed as Exhibits 10.2 through 10.11 to this Quarterly Report on Form 10-Q and are incorporated herein by reference.

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ITEM 6. EXHIBITS.


(a)	Exhibits.

A list of exhibits is set forth on the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 2, 2017



WRIGHT MEDICAL GROUP N.V.
By:	/s/ Robert J. Palmisano
	Robert J. Palmisano
	President and Chief Executive Officer
	(principal executive officer)

By:	/s/ Lance A. Berry
	Lance A. Berry
	Senior Vice President and Chief Financial Officer
	(principal financial officer)

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WRIGHT MEDICAL GROUP N.V.

EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10‑Q

FOR THE QUARTER ENDED JUNE 25, 2017



Exhibit No.	Exhibit	Method of Filing
10.1	Wright Medical Group N.V. 2017 Equity and Incentive Plan	Incorporated by reference to Exhibit 10.1 to Wright’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 2017 (File No. 001-35065)
10.2	Form of Option Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Stock Options Granted to Executive Officers	Filed herewith
10.3	Form of Restricted Stock Unit Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Restricted Stock Units Granted to Executive Officers	Filed herewith
10.4	Form of Restricted Stock Unit Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Restricted Stock Units Granted to New Executive Officers	Filed herewith
10.5	Form of Performance Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Performance Awards Granted to Executive Officers	Filed herewith
10.6	Form of Option Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Stock Options Granted to Robert J. Palmisano	Filed herewith
10.7	Form of Restricted Stock Unit Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Restricted Stock Units Granted to Robert J. Palmisano	Filed herewith
10.8	Form of Performance Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Performance Awards Granted to Robert J. Palmisano	Filed herewith
10.9	Form of Option Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Stock Options Granted to Non-Executive Directors	Filed herewith
10.10	Form of Restricted Stock Unit Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Restricted Stock Units Granted to Non-Executive Directors	Filed herewith
10.11	Form of Restricted Stock Unit Award Agreement under the Wright Medical Group N.V. 2017 Equity and Incentive Plan Representing Restricted Stock Units Granted to Non-Executive Directors in Lieu of Cash Retainers	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	Filed herewith

Table of Contents



Exhibit No.	Exhibit	Method of Filing
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002	Filed herewith
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002	Furnished herewith
101	The following materials from Wright Medical Group N.V.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 25, 2017 and December 25, 2016, (ii) the Consolidated Statements of Operations for the three and six months ended June 25, 2017 and June 26, 2016, (iii) the Consolidated Statements of Comprehensive Loss for the three and six months ended June 25, 2017 and June 26, 2016, (iv) the Consolidated Statements of Cash Flows for the six months ended June 25, 2017 and June 26, 2016, and (v) Notes to Consolidated Financial Statements	Filed herewith

Exhibit 10.2

FORM A - STANDARD OPTION GRANT

NOTICE OF OPTION GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), hereby grants to the individual named below, who shall be referred to as the “Participant”, a Non-Statutory Stock Option (the “ Option ”) to purchase from the Company that number of ordinary shares of the Company, par value €0.03 per share (the “ Shares ”), as indicated below at an exercise price per Share equal to the amount as indicated below (the “ Exercise Price ”). The Option is subject to all of the terms and conditions set forth in this Notice of Option Grant (the “ Grant Notice ”), the Option Award Agreement (the “ Award Agreement ”) attached hereto, any Addendum to the Award Agreement established pursuant to Section 8.11 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Option grant has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]


Total Number of Shares Subject to Option :	[ Insert Number of Shares ], subject to adjustment as provided in the Plan.


Exercise Price Per Share:	U.S. $[ Insert Exercise Price ], subject to adjustment as provided in the Plan.


Expiration Date:	No later than the ten (10) year anniversary of Grant Date, as provided in Section 3.2 of the Award Agreement.

Vesting Schedule :

Except as otherwise provided in Section 3 of the Award Agreement, the Participant’s right to exercise the Option shall vest, on a cumulative basis, over a four-year period and as follows: (1) 25% of the Shares subject to the Option shall vest on the one-year anniversary of the Grant Date (the “ Vesting Commencement Date ”), and (2) the remaining 75% of such Shares shall vest over a three-year period thereafter in 36 nearly as equal as possible monthly installments, beginning one month after the Vesting Commencement Date (each such vesting date, a “ Scheduled Vesting Date ”), provided the Participant remains continuously employed by or provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to this grant, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 8.15 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Option award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

OPTION AWARD AGREEMENT

Pursuant to the Notice of Option Grant (the “ Grant Notice ”) to which this Option Award Agreement (this “ Award Agreement ”) is attached and which Grant Notice is included in and part of this Award Agreement, and subject to the terms of this Award Agreement and the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), Wright Medical Group N.V., a public limited liability company organized under the laws of the Netherlands (the “ Company ”), and the Participant named in the Grant Notice (the “ Participant ”) agree as follows:

1. Incorporation of Plan; Definitions . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Award Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Award Agreement will be interpreted by reference to the Plan. In the event that any provision of this Award Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision will be final, binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Award Agreement; provided , however , that pursuant to the Plan the Committee will exercise such discretion reasonably and in good faith. A copy of the Plan and the Plan Prospectus have been delivered to the Participant together with this Award Agreement.

2. Grant of Option . The Company hereby grants to the Participant an Option to purchase from the Company that number of ordinary shares of the Company, par value €0.03 per share (collectively, the “ Shares ”) and at an exercise price per share equal to the amount as indicated in the Grant Notice (the “ Exercise Price ”), all subject to adjustment as provided in the Plan, and the terms, conditions and restrictions set forth below and in the Plan. The Option is not intended to satisfy the requirements of Section 422 of the Code and thus shall be a Non-Statutory Stock Option as that term is defined in the Plan.

3. Vesting and Exercisability of Option; Expiration of Option; Forfeiture .

3.1 Vesting and Exercisability of Option . Except as otherwise provided under this Award Agreement, the Participant’s right to exercise the Option shall vest in accordance with the Vesting Schedule set forth in the Grant Notice and as provided in Section 17 of the Plan.

3.2 Effect of Termination of Employment or Service .

(a) Unvested Portion of Option . If the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company terminates for any reason whatsoever while any portion of the Option is unvested, then, except as provided in Section 17 of the Plan, immediately upon such termination of employment or service the unvested portion of the Option shall expire and shall have no further force or effect and be null and void; provided , however , that upon the termination of the Participant’s employment or service to the Company due to a Life Event (as defined below), the unvested portion of the Option shall vest immediately as to a pro rata percentage of the unvested portion of the Option scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which the Participant was continuously employed by the Company or provided services to the Company or an Affiliate as a Consultant beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of Shares subject to the Option which were scheduled to vest on the next applicable Scheduled Vesting Date. For purposes of this Award Agreement, a “ Life Event ” shall mean the Participant’s death, Disability, or Qualified Retirement. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary termination of employment from the Company, provided that on the date of the Participant’s voluntary termination of employment, the Participant is sixty-five (65) years or older and the Participant has been continuously employed by the Company or has provided services to the Company or any Affiliate for five (5) or more years.

(b) Vested Portion of Option . The Participant’s right to exercise the vested portion of the Option shall expire no later than the ten (10) year anniversary of the Grant Date. However, if the Participant’s employment or service relationship with the Company terminates before the ten (10) year anniversary of the Grant Date, the Participant’s right to exercise the vested portion of the Option, except as otherwise provided in this Award Agreement or Section 17 of the Plan, shall expire and shall have no further force or effect and shall be null and void; provided , however , that if the exercise of the vested portion of the Option is prevented by the provisions of Section 19 of the Plan, the vested portion of the Option will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the expiration date of such Option:

(i) on the date the Participant’s employment or service relationship terminates if the Participant’s employment or service relationship terminates due to actions constituting Cause or Adverse Action;

(ii) on the one (1) year anniversary of the date the Participant’s employment or service relationship terminates as a result of the Participant’s death or Disability; or

(iii) at the end of the three (3) month period which starts on the date the Participant’s employment or service relationship terminates if the Participant’s employment or service relationship terminates other than (1) due to actions constituting Cause or Adverse Action or (2) as a result of the Participant’s death or Disability.

3.3 Special Vesting and Option Expiration Rules .

(a) Sale of Business Unit . The Committee, in connection with the sale of any Affiliate that employs the Participant, division or other business unit of the Company, may, within the Committee’s discretion, take any or all of the following actions if the Option or the rights under the Option will be adversely affected by such transaction:

(i) accelerate the time the Participant’s right to exercise the Option will vest under Section 3.1;

(ii) provide for vesting after such sale or other disposition; or

(iii) extend the time at which the Option will expire (but not beyond the ten (10) year anniversary of the Grant Date).

(b) Change in Control . If there is a Change in Control, the Option shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

(c) Affiliates . For purposes of this Award Agreement, any reference to the Company shall include any Affiliate that employs the Participant (to the extent the Participant is not employed by the Company), and a transfer of the Participant’s employment or service relationship between the Company and any Affiliate of the Company or between any Affiliates of the Company shall not be treated as a termination of employment or service relationship under the Plan or this Award Agreement.

(d) Termination of Employment or Service Relationship . For purposes of this Award Agreement:

(i) if the Participant’s employment with the Company terminates while a portion of the Option is unvested but the Participant at such time then becomes a Consultant, the Participant shall continue to vest in the unvested portion of the Option pursuant to Section 3.1 so long as the Participant continues to provide services to the Company or an Affiliate as a Consultant;

(ii) if the Participant’s employment with the Company terminates but the Participant at such time then becomes a Consultant, the termination of the Participant’s employment shall not result in the expiration of the Option under Section 3.2(a) or 3.2(b); provided , however , that the Participant’s right to exercise the vested portion of the Option shall expire no later than the ten (10) year anniversary of the Grant Date; and

(iii) except in instances where the Participant becomes a Consultant as provided in clauses (i) and (ii) above, the Participant’s employment termination date shall mean the last day that the Participant actively performs services in an employer-employee relationship for the Company, without regard to the reason for the Participant’s cessation of service and without regard to any advance notice period as may be otherwise provided under local law.

of such rescission, any amount received or the amount of any gain realized as a result of such rescinded exercise, vesting, issuance or payment (including any dividends paid or other distributions made with respect to any Shares subject to the Option). The Company may defer the exercise of the Option for a period of up to six (6) months after receipt of the Participant’s written notice of exercise in order for the Committee to make any determination as to the existence of such Cause or an Adverse Action. This Section 3.4 shall not apply following a Change in Control.

3.5 Forfeiture or Clawback of Option Under Applicable Law and Company Policy . The Option and the Shares issuable pursuant to the Option are subject to forfeiture or clawback by the Company to the extent required and allowed by Applicable Law, including the Sarbanes Oxley Act of 2002, and any implementing rules and regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time. By accepting the Option under this Award Agreement, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of Applicable Law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or Applicable Law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy conflict, the terms of the clawback / recoupment policy shall prevail.

4. Method of Exercise of Option .

4.1 General Rule . The Participant may exercise the Option in whole or in part (to the extent the Option is otherwise exercisable under Section 3 with respect to vested Shares) only in accordance with the rules and procedures established from time to time by the Company for the exercise of an Option. The Exercise Price shall be paid at exercise in cash (including check, bank draft or money order); provided , however , that the Committee, in its discretion, may allow such payments to be made, in whole or in part, (a) by a “net exercise” of the Option (as further described below); (b) through cashless exercise procedure which is effected by an unrelated broker through a sale of Shares in the open market; or (c) by a combination of such methods. In the case of a “net exercise” of the Option, the Participant shall receive the number of Shares underlying the Option (or portion thereof so exercised) reduced by the number of Shares equal to the aggregate Exercise Price of the Option (or portion thereof so exercised) divided by the Fair Market Value on the date of exercise (the “ Reduced Shares ”). In the event of a “net exercise” of the Option, the Option (or portion thereof so exercised) to purchase the Reduced Shares shall be settled in exchange for the right to receive an amount (the “ Redemption Amount ”) equal to the Fair Market Value of the Reduced Shares on the date of exercise. The Redemption Amount payable to the Participant shall automatically be offset by the Company against the amount the Participant is required to pay to exercise the Option (or portion thereof so exercised). Thereafter, the Participant shall receive the number of Shares as reduced by the Reduced Shares. Shares shall no longer be outstanding under the Option (and shall thereafter not be exercisable) following the exercise of the Option (or portion thereof so exercised) to the extent of (i) Shares cancelled to pay the Exercise Price of the Option under the “net exercise,” (ii) Shares actually delivered to the Participant as a result of such exercise and (iii) any Shares withheld for purposes of tax withholding.

4.2 Exceptions . Except as otherwise provided in this Award Agreement, if the Participant resides in a country (or is employed in a country, if different) where the local foreign exchange rules and regulations either preclude the remittance of currency out of the country for purposes of paying the Exercise Price, or requires the Company and/or the Participant to secure any legal or regulatory approvals, complete any legal or regulatory filings, or undertake any additional steps for remitting currency out of the country, the Company may restrict the method of exercise to a form of cashless exercise or such other form(s) of exercise (as it determines in its discretion).

4.3 Delivery and Other Laws . The Company shall deliver appropriate and proper evidence of ownership of any Shares purchased pursuant to the exercise of the Option as soon as practicable after such exercise to the extent such delivery is then permissible under Applicable Law, and such delivery shall discharge the Company of all of its duties and responsibilities with respect to the Option.

4.4 Fractional Shares . The Participant’s right to exercise the Option shall not include a right to exercise the Option to purchase a fractional Share. If the Participant exercises the Option on any date when the Option includes a fractional Share, the Participant’s exercise right shall be rounded down to the nearest whole Share and the fractional Share shall be carried forward until that fractional Share together with any other fractional Shares can be combined to equal a whole Share or the Option expires.

of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local Applicable Law in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local Applicable Law in the Participant’s country of residence (and country of employment, if different).

5. Income Tax and Social Insurance Contributions Withholding .

5.1 Responsibility for Tax-Related Items . Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, and the exercise of the Option; and (b) does not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

5.2 Manner of Withholding for Tax-Related Items . Prior to the delivery of Shares upon the exercise of the Option, if the Participant’s country of residence (and the country of employment, if different) requires withholding of Tax-Related Items, the Company: (a) shall withhold a sufficient number of whole Shares otherwise issuable upon the exercise of the Option that have an aggregate Fair Market Value sufficient to pay the minimum (or if the Participant consents, up to the maximum) Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld Shares shall be used to settle the withholding obligation); or (b) shall withhold an amount from the Participant’s regular salary and/or wages, or from any other amounts payable to the Participant. When withholding Shares for taxes is effected under this Award Agreement and the Plan, it will be withheld only up to an amount based on minimum, or if the Participant consents maximum, statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company. In cases where Shares are withheld and the Fair Market Value of the number of whole Shares withheld is greater than the minimum (or if the Participant consents, up to the maximum) Tax-Related Items required to be withheld, the Company shall make a cash payment to the Participant equal to the difference as soon as administratively practicable. In the event the withholding requirements are not satisfied through the withholding of Shares or through the Participant’s regular salary and/or wages or other amounts payable to the Participant, no Shares will be issued to the Participant unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines, in its discretion, must be withheld or collected with respect to the Option. By accepting the grant of the Option, the Participant expressly consents to the withholding of Shares and/or the withholding of amounts from the Participant’s regular salary and/or wages, or other amounts payable to the Participant, as provided for hereunder. All other Tax-Related Items related to the Option and any Shares acquired pursuant to the exercise of the Option is the Participant’s sole responsibility.

6. Non-Transferable . The Option may not be assigned, transferred, pledged or hypothecated in any manner other than (a) by will or the laws of descent or distribution or (b) to a “family member,” “trust” or “foundation” as provided in Section 18.4(c) of the Plan. The person or persons, if any, to whom the Option is transferred shall be treated after the Participant’s death the same as the Participant under this Award Agreement.

7. Data Privacy Consent . Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s award of the Option and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under Applicable Law) to the collection, use, processing and transfer of personal data as described herein.

to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by Applicable Laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company will transfer the Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company may further transfer the Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States of America (“ U.S.A .”). The Participant hereby authorizes (where required under Applicable Law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of Applicable Laws) of the Data, and (d) to oppose, for legal reasons, the collection, use, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.


8.	Miscellaneous .

8.1 No Right to Continue Employment or Service . Neither the Plan, the Option, nor any related material shall give the Participant the right to continue in employment by or perform services to the Company or any Affiliate or shall adversely affect the right of the Company or any Affiliate to terminate the Participant’s employment or service relationship with the Company or any Affiliate with or without Cause at any time.

8.2 Shareholder Status . The Participant shall have no rights as a shareholder of the Company with respect to any Shares under the Option until such Shares have been duly issued and delivered to the Participant, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such Shares except as expressly set forth in the Plan.

8.3 Governing Law; Mandatory Jurisdiction . Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of this Award Agreement and the Plan and any rules, regulations and actions relating to this Award Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, U.S.A., notwithstanding the conflicts of laws principles of any jurisdictions. For purposes of litigating any dispute that arises under the Option or this Award Agreement, the Company and the Participant hereby irrevocably submit to the jurisdiction and venue of the Federal or State courts of the States of Tennessee and Delaware, U.S.A., relative to any and all disputes, issues and/or claims that may arise out of or relate to the Option or this Award Agreement. The Company and the Participant further agree that any and all such disputes, issues and/or claims arising out of or related to the Option or this Award Agreement will be brought and decided in the Federal or State courts of the States of Tennessee or Delaware, U.S.A., with such jurisdiction and venue selected by and at the discretion of the Company.

8.4 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

8.5 Severability; EU Age Discrimination Rules . Wherever possible, each provision of this Award Agreement will be interpreted so that it is valid under Applicable Law. If any provision of this Award Agreement is to any extent invalid under Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Award Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions. If the Participant is a local national of and is employed in a country that is a member of the European Union, the award of the Option and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “ Age Discrimination Rules ”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Award Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the

Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

8.6 Investment Representation . The Participant hereby represents and covenants that (a) any Shares acquired upon the exercise of the Option will be acquired for investment and not with a view to the distribution thereof within the meaning of the United States Securities Act of 1933, as amended (the “ Securities Act ”) or any similar law, unless such acquisition has been registered under the Securities Act and any applicable state and foreign securities laws; (b) any subsequent sale of any such Shares will be made either pursuant to an effective registration statement under the Securities Act and any applicable state or foreign securities laws, or pursuant to an exemption from registration under the Securities Act and such state or foreign securities laws; and (c) if requested by the Company, the Participant will submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of exercise of the Option hereunder or (y) is true and correct as of the date of any sale of any such Share, as applicable. As a further condition precedent to the exercise of the Option and the delivery to the Participant of any Shares subject to the Option, the Participant will comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the Shares and, in connection therewith, will execute any documents which the Company will in its discretion deem necessary or advisable.

8.7 Private Placement . If the Participant is resident and/or employed outside of the U.S.A., the award of the Option is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Option is not subject to the supervision of the local securities authorities. No Company Employee or representative is permitted to advise the Participant on whether the Participant should purchase Shares under the Plan. Investment in Shares involves a degree of risk. Before deciding to purchase Shares pursuant to the Option, the Participant should carefully consider all risk factors relevant to the acquisition of Shares under the Plan and should carefully review all of the materials related to the Option and the Plan. In addition, the Participant should consult with his or her personal investment advisor for professional investment advice.

8.8 Insider Trading/Market Abuse Laws . The Participant’s country of residence may have insider trading and/or market abuse laws that may affect the Participant’s ability to acquire or sell Shares under the Plan during such times the Participant is considered to have “inside information” (as defined in the laws in the Participant’s country of residence). These laws may be the same or different from any Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to be informed of and compliant with such regulations, and the Participant is advised to consult with the Participant’s personal advisors for additional information.

8.9 Electronic Delivery . The Company may, in its discretion, decide to deliver any documents related to the Option granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

8.10 English Language . If the Participant is resident and/or employed outside of the U.S.A., the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Participant has received this Award Agreement, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control

8.11 Addendum . Notwithstanding any provisions of this Award Agreement to the contrary, the Option shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are forth in an applicable Addendum to this Award Agreement. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Agreement.

8.12 Headings and Sections . The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. All references to sections herein shall be to sections of this Award Agreement unless otherwise expressly stated as part of such reference.

discretion, that such other requirements are necessary or advisable in order to comply with local Applicable Law or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

8.14 Non-Negotiable Terms . The terms of the Option and this Award Agreement are not negotiable, but the Participant may refuse to accept the Option and this Award Agreement by notifying the Company’s Senior Vice President, General Counsel and Secretary or Senior Vice President, Human Resources in writing within thirty (30) days after the Grant Date set forth in the Grant Notice.

8.15 Nature of the Grant . In accepting the Option, the Participant hereby acknowledges that:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company in its discretion at any time, unless otherwise provided in the Plan or this Award Agreement.

(b) The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future awards of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past.

(d) The Participant is voluntarily participating in the Plan.

(e) The award of the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate.

(f) In the event the Participant is not an Employee, the award of the Option or this Award Agreement will not be interpreted to form an employment contract or relationship with the Company or any Affiliate.

(g) The future value of the Shares subject to the Option is unknown and cannot be predicted with certainty; if the Participant exercises the Option and acquires Shares, the value of those Shares may increase or decrease in value, even below the Exercise Price.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the settlement of the Option or the subsequent sale of any Shares acquired upon settlement of the Option.

(i) In consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercisability of the Option resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Option, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

(j) In the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Option and vest in the Option under the Plan, if any, will terminate effective as of the date of termination of his or her active employment as determined in the discretion of the Committee, except as otherwise provided in this Award Agreement or Section 17 of the Plan, and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Affiliate or mandated under local law; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), his or her right to vest in the Option after such termination, if any, will be measured by the date of termination of his or her active employment and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Affiliate or mandated under local law; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Option.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Option, acquisition of Shares upon exercisability of the Option or any sale of such Shares.

(l) The Participant has been advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the Option.

* * * * *

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

ADDENDUM TO

OPTION AWARD AGREEMENT

In addition to the provisions of the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as such plan may be amended from time to time, the “ Plan ”), and the Option Award Agreement (the “ Award Agreement ”), the Option is subject to the following additional terms and conditions as set forth in this addendum to the Award Agreement to the extent the Participant resides and/or is employed in one of the countries addressed herein (the “ Addendum ”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. To the extent the Participant transfers residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

AUSTRALIA

1. Compliance with Law . Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Participant will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (the “ Act ”), any other provision of the Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Company’s Affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restriction.

BELGIUM

1. Acceptance of the Option . In order for the Option to be subject to taxation at the time of grant (more specifically, on the 60th day after the offer date), the Participant must affirmatively accept the Option in writing within 60 days after the offer date by signing below and returning this original executed Addendum to: Greg Morrison, Senior Vice President, Human Resources, Wright Medical Group N.V., 1023 Cherry Road, Memphis, TN 38117.

The Participant acknowledges that he/she has been encouraged to discuss this matter with a financial and/or tax advisor and that this decision is made in full knowledge.

Participant Signature: _______________________________

Participant Printed Name: _______________________________

Date of Acceptance: _______________________________

If the Participant fails to affirmatively accept the Option in writing within 60 days after the offer date, the Option will not be subject to taxation at the time of grant (more specifically, on the 60th day after the offer date) but instead will be subject to taxation on the date the Participant exercises the Option (or such other treatment as may apply under Belgian tax law at the time of exercise).

2. Undertaking for Qualifying Option . If the Participant is accepting the Option in writing within 60 days after the offer date and wishes to have the Option subject to a lower valuation for Belgium tax purposes pursuant to the article 43, §6 of the Belgian law of 26 March 1999, the Participant may agree and undertake to (a) not exercise the Option before the end of the third calendar year following the calendar year in which the offer date falls, and (b) not transfer the Option under any circumstances (except upon on rights the Participant’s heir might have in the Option upon the Participant’s death). If the Participant wishes to make this undertaking, the Participant must sign below and return this executed Addendum to the address listed above.

Participant Signature: _______________________________

Participant Printed Name: _______________________________

BRAZIL

1. Commercial Relationship . The Participant expressly recognizes that the Participant’s participation in the Plan and the Company’s grant of the Option does not constitute an employment relationship between the Participant and the Company. The Participant has been granted the Option as a consequence of the commercial relationship between the Company and the Affiliate in Brazil that employs the Participant (to the extent the Participant is not employed by the Company), and the Affiliate in Brazil is the Participant’s sole employer (to the extent the Participant is not employed by the Company). Based on the foregoing, (a) the Participant expressly recognizes the Plan and the benefits the Participant may derive from participation in the Plan do not establish any rights between the Participant and the Affiliate in Brazil, (b) the Plan and the benefits the Participant may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Affiliate in Brazil, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Affiliate in Brazil, if any.

2. Extraordinary Item of Compensation . The Participant expressly recognizes and acknowledges that the Participant’s participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant’s free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Award Agreement, and this Addendum. As such, the Participant acknowledges and agrees that the Company may, in its discretion, amend and/or discontinue the Participant’s participation in the Plan at any time and without any liability. The value of the Option is an extraordinary item of compensation outside the scope of the Participant’s employment contract, if any. The Option is not part of the Participant’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Affiliate in Brazil.

3. Compliance with Law . By accepting the Option, the Participant acknowledges and agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of the Option, the issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO T HE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

CANADA

1. No Exercise by Using Previously Owned Shares . Notwithstanding any provision in the Award Agreement or the Plan to the contrary, if the Participant is resident in Canada, the Participant may not pay the Exercise Price by tendering Shares already owned by the Participant.

2. Effective Date of Termination . Notwithstanding any language to the contrary set forth in the Award Agreement, for purposes of vesting and any post-termination exercise period under the Option, the Participant’s employment will be considered terminated the date that the Participant is no longer actively providing services (unless the Participant is on a leave of absence approved by the Company), regardless of any notice period or period of pay in lieu of such notice required under applicable statutory law, regulatory law and/or common law; the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option.

The following provisions apply to any Participant residing in Quebec:

3. Consent to English Language . The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“Agreement”) , ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

4. Personal Data . The following provision supplements Section 7 (“Data Privacy Consent”) of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Participant’s Option and participation in the Plan. The Participant further authorizes the Company, any Affiliate, the Committee and any other third-party stock plan service provider engaged by the Company, to disclose and discuss the Participant’s Option and participation in the Plan with their advisors and to record all relevant information and keep such information in the Participant’s employee file.

DENMARK

1. Treatment of Option upon Termination of Employment . Notwithstanding any provision in the Award Agreement or the Plan to the contrary, unless the Participant is a member of registered management who is not considered a salaried employee, the treatment of the Option upon a termination of employment or service which is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on Stock Option in Employment Relations (the “ Stock Option Act ”). However, if the provisions in the Award Agreement or the Plan governing the treatment of the Option upon a termination of employment or service are more favorable, then the provisions of the Award Agreement or the Plan shall govern. In addition, the Participant acknowledges having received an Employer Information Statement (translated into Danish) addressing the Option grant, as required by the Stock Option Act.

FRANCE

1. Nature of the Award . The Option is not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

2. English Language . The Participant acknowledges and agrees that it is the Participant’s express intent that the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Participant has received the Award Agreement, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

Le Bénéficiaire reconnaît et accepte que c’est son intention expresse que les Termes et Conditions, le Plan et tous autres documents exécutés, avis donnés et procédures judiciaires intentées dans le cadre de à l’Option soient rédigés en anglais. Si le Bénéficiaire a reçu les Termes et Conditions, le Plan ou tous autres documents relatifs à l’Option dans une autre langue que l’anglais et si le sens de la version traduite est différent de la version anglaise, la version anglaise prévaudra.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

HONG KONG

1. IMPORTANT NOTICE . WARNING: The contents of the Award Agreement, the Addendum, the Plan, and all other materials pertaining to the Option and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. The Participant is hereby advised to exercise caution in relation to the offer thereunder. If the Participant has any doubts about any of the contents of the aforesaid materials, the Participant should obtain independent professional advice. The Option and any Shares issued thereunder do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award Agreement, including this Addendum, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Option and any documentation related thereto are intended solely for the personal use of each employee of the Company, or an Affiliate and may not be distributed to any other person.

2. Nature of the Plan . The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ ORSO ”). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the Option shall be null and void.

3. Wages . The Option and the Shares subject to the Option do not form part of the Participant’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

ITALY

1. Mandatory Cashless Exercise . Notwithstanding anything in Section 3(a) of the Award Agreement to the contrary, the Participant may exercise the Option only by means of a cashless “sell-all” exercise unless the amendments to the Italian Financial Services Act, which became effective 13 November 2012, permit the acquisition of Shares pursuant to the exercise of the Option without the involvement of an authorized financial intermediary in Italy (in which case, the Participant may utilize any method of exercise permitted under the Award Agreement). Under a cashless “sell all” exercise, all of the Shares issuable upon exercise of the Option will be sold and the sales proceeds (net from the payment of the Exercise Price and any taxes and social insurance contributions that are required to be withheld pursuant to Section 5 of the Award Agreement) will be paid to the Participant in cash.

2. Acknowledgment of Plan Document, Plan Provisions . In accepting the Option, the Participant acknowledges that a copy of the Plan was made available to the Participant, and that the Participant has reviewed the Plan and the Award Agreement, including this Addendum, in their entirety and fully understands and accepts all provisions of the Plan, the Award Agreement and the Addendum. The Participant further acknowledges that the Participant has read and expressly acknowledges and approves the following provisions in the Award Agreement: Section 3 (“Vesting and Exercisability of Options; Expiration of Option; Forfeiture”); Section 4 (“Income Tax and Social Insurance Contributions Withholding”); and Section 8.15 (“Nature of Award”).

NETHERLANDS

1. Waiver of Termination Rights . As a condition to the grant of the Option, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of the Participant’s employment with the Company or any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.

SWEDEN

1. Withholding of Tax-Related Items . Notwithstanding anything in Section 5 of the Award Agreement to the contrary, if the Participant is a local national of Sweden, any Tax-Related Items shall be withheld only in cash from the Participant’s regular salary/wages or other amounts payable to the Participant in cash, or such other withholding methods as may be permitted under the Plan and allowed under Applicable Law.

SWITZERLAND

1. Securities Law Notification . The Option is not intended to be publicly offered in or from Switzerland. Because the offer of the Option is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Option (a) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (b) may be publicly distributed or otherwise made publicly available in Switzerland or (c) has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

UNITED ARAB EMIRATES

1. Securities Law Notification . Participation in the Plan is being offered only to eligible individuals and is in the nature of providing equity incentives to employees in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such eligible individuals and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If the Participant does not understand the contents of the Plan or the Award Agreement, the Participant should consult an authorized financial adviser.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

1. Income Tax and Social Insurance Contribution Withholding . The following provisions shall replace Section 5 of the Award Agreement:

(b) As a condition of settling the Option following the date of exercise, the Company shall be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to the Company to satisfy, all obligations of the Company to account to HM Revenue & Customs (“ HMRC ”) for any Tax-Related Items. In this regard, the Participant authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Participant from any wages or other cash compensation paid to the Participant by the Company. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by the Participant by one or a combination of the following: (i)

withholding otherwise deliverable Shares; (ii) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization); or (iii) withholding from the proceeds of the sale of any Shares acquired upon the exercise of the Option. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, the Participant shall be deemed to have been issued the full number of whole Shares issued in exercise of the Option, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “ Chargeable Event ”), the Participant has relocated to a country other than the United Kingdom, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country, including the United Kingdom. The Participant also agrees that the Company may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which the Participant may have to recover any overpayment from the relevant tax authorities.

(c) The Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days after the end of the UK tax year in which the Chargeable Event occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), The Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming the Participant are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by the Participant to the Company, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under Applicable Laws or if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any Shares otherwise payable in exercise of the Option.

2. Exclusion of Claim . The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages in consequence of the termination of the Participant’s employment with the Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to exercise the Option as a result of such termination, or from the loss or diminution in value of the Option. Upon the grant of the Option, the Participant shall be deemed to have irrevocably waived any such entitlement.

* * * * *

Exhibit 10.3

FORM B - ANNUAL RSU AWARD GRANT

NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), hereby grants to the individual named below, who shall be referred to as the “ Participant ,” the number of restricted stock units set forth below (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Notice of Restricted Stock Unit Grant (the “Grant Notice”), the Restricted Stock Unit Award Agreement (the “ Award Agreement ”) attached hereto, any Addendum to the Award Agreement established pursuant to Section 9.10 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This grant of Restricted Stock Units has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]

Total Number of


Restricted Stock Units :	[ Insert Number of Underlying Shares ], subject to adjustment as provided in the Plan.

Vesting Schedule :

Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Units will vest in four (4) equal as possible annual installments commencing on the August 15 next following the one year anniversary of the Grant Date and thereafter on each successive August 15 until fully vested; provided , however , that if the foregoing schedule results in the vesting date of the first installment being more than 13 months from the Grant Date, then, in such event, the Restricted Stock Units will vest in four (4) equal as possible annual installments on each of the one-year, two-year, three-year and four-year anniversaries of the Grant Date (each such applicable vesting date, a “ Scheduled Vesting Date ”); provided , further , that in all events the Participant remains continuously employed by or provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to this grant, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 9.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Restricted Stock Units award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Notice of Restricted Stock Unit Grant (the “ Grant Notice ”) to which this Restricted Stock Unit Award Agreement (this “ Award Agreement ”) is attached and which Grant Notice is included in and part of this Award Agreement, and subject to the terms of this Award Agreement and the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), and the Participant named in the Grant Notice (the “ Participant ”) agree as follows:

1. Incorporation of Plan; Definitions . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Award Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Award Agreement will be interpreted by reference to the Plan. In the event that any provision of this Award Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision will be final, binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Award Agreement; provided, however, that pursuant to the Plan the Committee will exercise such discretion reasonably and in good faith. A copy of the Plan and the Plan Prospectus have been delivered to the Participant together with this Award Agreement.

2. Grant of Restricted Stock Units .

2.1 Grant . The Company hereby grants to the Participant that number of Restricted Stock Units, subject to adjustment as provided in the Plan, and each of which Restricted Stock Units will be settled in one (1) ordinary share of the Company, par value €0.03 per share (collectively, the “ Shares ”), subject to the terms, conditions and restrictions set forth below and in the Plan. Reference in this Award Agreement to the Restricted Stock Units will be deemed to include the Dividend Equivalents with respect to such Restricted Stock Units as set forth in Section 5.2 of this Award Agreement.

2.2 No Shareholder Rights . The Participant shall have no rights as a shareholder of the Company with respect to the Shares subject to the Restricted Stock Units until such Shares have been issued pursuant to Section 5 of this Award Agreement. By way of example and without limitation, the Participant shall not be entitled to vote any of the Shares subject to the Restricted Stock Units, or otherwise exercise any incidents of ownership with respect to such Shares until such Shares have been issued pursuant to Section 5 of this Award Agreement.

3. Vesting and Conditions to Issuance of Shares; Forfeiture .

3.1 Vesting and Conditions to Issuance of Shares . Except as otherwise provided under this Award Agreement, the Participant’s interest in the Shares subject to the Restricted Stock Units shall vest and be issued immediately thereafter in accordance with the Vesting Schedule set forth in the Grant Notice and as provided in this Award Agreement and in Section 17 of the Plan.

3.2 Effect of Termination of Employment or Service; Forfeiture .

(a) If the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company terminates for any reason whatsoever while any portion of the Restricted Stock Units is unvested, then, except as provided in Section 17 of the Plan, immediately upon termination of employment or service the Participant shall forfeit his or her rights to receive all of the remaining Shares subject to the Restricted Stock Units that have not vested and been issued as of the date the Participant’s employment or service relationship with the Company so terminates; provided , however , that upon the Participant’s death, the interest of the Participant in Restricted Stock Units shall vest immediately and in full; and provided , further , that upon a termination of the Participant’s employment or service to the Company due to a Life Event (as defined below) occurring, the interest of the Participant in the Restricted Stock Units shall vest immediately as to a pro rata percentage of the non-vested Restricted Stock Units and scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which the Participant was continuously employed by the Company or provided services to the Company or an Affiliate as a Consultant beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of Shares subject to the Restricted Stock Units which were scheduled to vest on the next applicable Scheduled Vesting Date. For purposes of this Award Agreement, a “ Life Event ” shall mean the Participant’s Disability or Qualified Retirement. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary termination of employment from the Company, provided that on the date of the Participant’s voluntary termination of employment, the Participant

is sixty-five (65) years or older and the Participant has been continuously employed by the Company or has provided services to the Company or any Affiliate for five (5) or more years.

(b) Notwithstanding Section 3.2(a), if the Participant’s employment with the Company terminates before his or her interest in all of the Shares subject to the Restricted Stock Units have vested and become issuable under Section 3.1 but the Participant at such time then becomes a Consultant or a Director, the Participant’s rights under this Award Agreement shall continue to vest in accordance with Section 3.1 so long as the Participant continues to provide services to the Company; provided such continued vesting will not cause the Performance Award to become taxable under Section 409A of the Code, unless in such case the Participant consents to such taxation under Section 409A of the Code.

(c) Except in instances where the Participant becomes a Consultant as provided in Section 3.2(b) above, the Participant’s employment termination date shall mean the last day that the Participant is in an employer-employee relationship for the Company, without regard to the reason for the Participant’s cessation of service and without regard to any advance notice period as may be otherwise provided under local law.

3.3 Affiliates . For purposes of this Award Agreement, any reference to the Company shall include any Affiliate that employs the Participant (to the extent the Participant is not employed by the Company), and a transfer of the Participant’s employment or service relationship between the Company and any Affiliate of the Company or between any Affiliates of the Company shall not be treated as a termination of employment or service relationship under the Plan or this Award Agreement.

3.4 Effect of Actions Constituting Cause or Adverse Action . If the Participant is determined by the Committee to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of the Participant’s employment or other service with the Company, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s employment or other service with the Company and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (a) all rights of the Participant under this Award Agreement shall terminate and be forfeited without notice of any kind, and (b) the Committee in its discretion shall have the authority to rescind the Restricted Stock Units and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescission (including any Dividend Equivalents paid or other distributions made with respect to the Restricted Stock Units). The Company shall be entitled to withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. This Section 3.4 shall not apply following a Change in Control.

3.5 Forfeiture or Clawback of Restricted Stock Units Under Applicable Law and Company Policy . The Restricted Stock Units and the Shares issuable pursuant to the Restricted Stock Units are subject to forfeiture or clawback by the Company to the extent required and allowed by Applicable Law, including the Sarbanes Oxley Act of 2002, and any implementing rules and regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time. By accepting the Restricted Stock Units under this Award Agreement, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of Applicable Law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or Applicable Law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy conflict, the terms of the clawback / recoupment policy shall prevail.

3.6 Sale of Business Unit . The Committee, in connection with the sale of any Affiliate, division or other business unit of the Company, may, within the Committee’s discretion, take any or all of the following actions if the Restricted Stock Units or the rights under the Restricted Stock Units will be adversely affected by such transaction:

(a) accelerate the time the Participant’s interest in the Shares subject to the Restricted Stock Units will vest and become issuable under Section 3.1, or

(b) provide for vesting after such sale or other disposition.

4. Change in Control . If there is a Change in Control, the Restricted Stock Units shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

5. Issuance of Shares; Book Entry .

5.1 Timing and Manner of Settlement . Vested Restricted Stock Units will be converted to Shares which the Company will issue and deliver to the Participant (by entering such Shares in book entry form in the name of the Participant or depositing such Shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan, as determined by the Company in its discretion) as soon as reasonable practicable but in any event within thirty (30) days following the earliest to occur of (i) the Scheduled Vesting Date, or (ii) the Participant’s “separation from service” as such term is defined for purposes of Section 409A of the Code (which includes termination of employment by reason of the Participant’s death), except to the extent that Shares are withheld to pay tax withholding obligations pursuant to Section 6 of this Award Agreement or the Participant has properly elected to defer income that may be attributable to such Restricted Stock Units under a Company deferred compensation plan or arrangement. If any Shares shall be issuable with respect to the Restricted Stock Units as a result of the Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Section 409A of the Code, then, to the extent the Restricted Stock Units constitute a deferral of compensation subject to Section 409A of the Code, no Shares shall be issued, except as permitted under Section 409A of the Code, prior to the earlier of (i) the date immediately after the end of the six-month period following the Participant’s “separation from service”, or (ii) the Participant’s death. Payment of amounts under this Award Agreement (by issuance of Shares or otherwise) are intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder, and this Award Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its discretion may accelerate or delay the distribution of any payment under this Award Agreement to the extent allowed under Section 409A of the Code.

5.2 Dividends Equivalents . The Restricted Stock Units are being granted with an equal number of Dividend Equivalents. Such Dividend Equivalents entitle the Participant to be credited with any amount equal to all cash dividends paid on one (1) Share while the Restricted Stock Units are outstanding. Dividend Equivalents will be converted into additional Restricted Stock Units and will be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach. The number of additional Restricted Stock Units to be received as Divided Equivalents will be determined by dividing the cash dividend per share by the Fair Market Value of one (1) Share on the dividend payment date. Any resulting fractional Restricted Stock Unit shall be rounded up to the nearest whole Share and the fractional Restricted Stock Unit shall be carried forward until that fractional Restricted Stock Unit together with any other fractional Restricted Stock Units can be combined to equal a whole Share. Only whole Shares shall be issued upon vesting of the Restricted Stock Units, and the Company shall be under no obligation to issue any fractional Shares to the Participant. Dividend Equivalents as to the Restricted Stock Units will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units as to which the Dividend Equivalents relate.

5.3 Issuance of Shares Subject to Applicable Law; Cash Settlement . The issuance and delivery of Shares pursuant to this Award Agreement shall be subject to Applicable Law. Notwithstanding anything in this Award Agreement to the contrary, the Company may, in its discretion, settle all or a portion of the Restricted Stock Units in the form of a cash payment to the extent settlement in Shares is prohibited under local Applicable Law, with such cash payment being determined based on the Fair Market Value of such Shares. Alternatively, the Company may, in its discretion, settle all or a portion of the Restricted Stock Units in the form of Shares but require an immediate sale of such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

5.4 Repatriation; Compliance with Applicable Law . As a condition of the award of the Restricted Stock Units, the Participant agrees to repatriate all payments attributable to the Restricted Stock Units in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all reasonable actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local Applicable Law in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local Applicable Law in the Participant’s country of residence (and country of employment, if different).

6. Income Tax and Social Insurance Contributions Withholding .

representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, and the settlement of the Restricted Stock Units; and (b) does not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

6.2 Manner of Withholding for Tax-Related Items . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy minimum required Tax-Related Items. In lieu of the Sell to Cover provided below, the Participant may pay to the Company any amount of the Tax-Related Items.

(a) In this regard, by accepting the Restricted Stock Units, the Participant hereby elects, effective on the date the Participant accepts the Restricted Stock Units, to sell Shares issued in respect of the Restricted Stock Units in an amount determined in accordance with this Section and to allow the Agent (as defined below) to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “ Sell to Cover ”) to permit the Participant to satisfy minimum required Tax-Related Items to the extent the Tax Related Items are not otherwise satisfied pursuant to Section 6.2(b), and in furtherance of the foregoing, hereby appoints Bank of America Merrill Lynch or any stock plan service provider or brokerage firm designated by the Company for such purpose (the “ Agent ”) as the Participant’s Agent, and authorizes the Agent, to:

(i) Sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after the date on which the Shares are delivered to the Participant pursuant to Section 5.1 in connection with the vesting of the Restricted Stock Units, the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items that is not otherwise satisfied pursuant to Section 6.2(b) and all applicable fees and commissions due to, or required to be collected by, the Agent;

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iii) Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the sale of Shares referred to in clause (i) above; and

(iv) Remit any remaining funds to the Participant.

(b) Alternatively, or in addition to or in combination with the Sell to Cover provided for under Section 6.2(a), the Participant authorizes the Company, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by the following means (or by a combination of the following means):

(i) Requiring the Participant to pay to the Company all minimum required Tax-Related Items; and/or

(ii) Withholding minimum amount of the Tax-Related Items from the Participant’s wages or other cash compensation paid to the Participant by the Company; and/or

(iii) Withholding Shares (rounded up to the next whole number) from the Shares issued or otherwise issuable to the Participant in connection with the Restricted Stock Units at Fair Market Value equal to the amount of the Tax-Related Items; provided , however , that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income, unless the Participant authorizes the Company to use the applicable maximum statutory withholding rates.

will not trigger a negative accounting impact on the Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. The Company may refuse to issue or deliver Shares to the Participant if the Participant fails to comply with its obligations in connection with the Tax-Related Items.

The Participant hereby acknowledges that the Sell to Cover instruction to the Agent set forth in Section 6.2(a) above to sell Shares to cover the Tax-Related Items is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to the Sell to Cover instruction in Section 6.2(a) to satisfy the Participant’s obligations hereunder. The Participant acknowledges that the Agent is under no obligation to arrange for the sale of Shares at any particular price and that the Agent may effect sales as provided in the Sell to Cover instruction in Section 6.2(a) in one or more sales and that the average price for executions resulting from bunched orders may be assigned to the Participant’s account. The Participant further acknowledges that the Participant will be responsible for all brokerage fees and other costs of sale, and the Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The Participant acknowledges that it may not be possible to sell Shares pursuant to the Sell to Cover instruction in Section 6.2(a)(i) due to (a) a legal or contractual restriction applicable to the Participant or to the broker, (b) a market disruption, (c) rules governing order execution priority on NASDAQ or other exchange where the Shares may be traded, (d) a sale effected pursuant to the Sell to Cover instruction in Section 6.2(a) that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected pursuant to the Sell to Cover instruction in Section 6.2(a). In the event of the Agent’s inability to sell Shares, the Participant, will continue to be responsible for the Tax-Related Items.

The Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of the Sell to Cover instruction in Section 6.2(a). The Agent is a third party beneficiary of the Sell to Cover instruction in Section 6.2(a). The Sell to Cover instruction in Section 6.2(a) shall terminate not later than the date on which all Tax-Related Items arising from the vesting of the Restricted Stock Units and the related issuance of Shares have been satisfied.


7.	Non-Transferable . The Restricted Stock Units may not be assigned, transferred, pledged or hypothecated in any manner other than by will or the laws of descent or distribution. The person or persons to whom the Restricted Stock Unit is transferred shall be treated after the Participant’s death the same as the Participant under this Award Agreement.

8. Data Privacy Consent . Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s award of the Restricted Stock Units and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under Applicable Law) to the collection, use, processing and transfer of personal data as described herein.

The Company holds certain personal information about the Participant, including the Participant’s name, home address, email address and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by Applicable Law and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States of America (“ U.S.A .”). The Participant hereby authorizes (where required under Applicable Law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.


9.	Miscellaneous .

9.1 No Right to Continue Employment or Service . Neither the Plan, the Restricted Stock Units, nor any related material shall give the Participant the right to continue in employment by or perform services to the Company or any Affiliate or shall adversely affect the right of the Company or any Affiliate to terminate the Participant’s employment or service relationship with the Company or any Affiliate with or without Cause at any time.

9.2 Governing Law; Mandatory Jurisdiction . Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of this Award Agreement and the Plan and any rules, regulations and actions relating to this Award Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, U.S.A., notwithstanding the conflicts of laws principles of any jurisdictions. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the Company and the Participant hereby irrevocably submit to the jurisdiction and venue of the Federal or State courts of the States of Tennessee and Delaware, U.S.A., relative to any and all disputes, issues and/or claims that may arise out of or relate to the Restricted Stock Units or this Award Agreement. The Company and the Participant further agree that any and all such disputes, issues and/or claims arising out of or related to the Restricted Stock Units or this Award Agreement will be brought and decided in the Federal or State courts of the States of Tennessee or Delaware, U.S.A., with such jurisdiction and venue selected by and at the discretion of the Company.

9.3 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

9.4 Severability; EU Age Discrimination Rules . Wherever possible, each provision of this Award Agreement will be interpreted so that it is valid under Applicable Law. If any provision of this Award Agreement is to any extent invalid under Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Award Agreement also will continue to be valid, and this entire Award Agreement will continue to be valid in other jurisdictions. If the Participant is a local national of and is employed in a country that is a member of the European Union, the award of the Restricted Stock Units and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “ Age Discrimination Rules ”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Award Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

9.5 Investment Representation . The Participant hereby represents and covenants that (a) any Shares acquired upon the settlement of the Restricted Stock Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the United States Securities Act of 1933, as amended (the “ Securities Act ”) or any similar law, unless such acquisition has been registered under the Securities Act and any applicable state and foreign securities laws; (b) any subsequent sale of any such Shares will be made either pursuant to an effective registration statement under the Securities Act and any applicable state or foreign securities laws, or pursuant to an exemption from registration under the Securities Act and such state or foreign securities laws; and (c) if requested by the Company, the Participant will submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of settlement of the Restricted Stock Units hereunder or (y) is true and correct as of the date of any sale of any such Share, as applicable. As a further condition precedent to the settlement of the Restricted Stock Units and the delivery to the Participant of any Shares subject to the Restricted Stock Units, the Participant will comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance

or delivery of the Shares and, in connection therewith, will execute any documents which the Company will in its discretion deem necessary or advisable.

9.6 Private Placement . If the Participant is resident and/or employed outside of the U.S.A., the award of the Restricted Stock Units is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Restricted Stock Units are not subject to the supervision of the local securities authorities.

9.7 Insider Trading/Market Abuse Laws . The Participant’s country of residence may have insider trading and/or market abuse laws that may affect the Participant’s ability to acquire or sell Shares under the Plan during such times the Participant is considered to have “inside information” (as defined in the laws in the Participant’s country of residence). These laws may be the same or different from any Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to be informed of and compliant with such regulations, and the Participant is advised to consult with the Participant’s personal advisors for additional information.

9.8 Electronic Delivery . The Company may, in its discretion, decide to deliver any documents related to the Restricted Stock Units to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

9.9 English Language . If the Participant is resident and/or employed outside of the U.S.A., the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units, be drawn up in English. If the Participant has received this Award Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

9.10 Addendum . Notwithstanding any provisions of this Award Agreement to the contrary, the Restricted Stock Units shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are forth in an applicable Addendum to this Award Agreement. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Agreement.

9.11 Dutch Payment Obligation . Upon the issuance of the Shares, the Participant shall be obligated under Dutch law to pay to the Company the nominal value of €0.03 per Share (the “ Dutch Payment Obligation ”). The Company hereby grants the Participant the right to receive an equivalent payment from the Company and shall set-off the Dutch Payment Obligation against the right to such payment (resulting in a net payment of zero (0)). The Participant’s right to a payment from the Company cannot be used for any purpose other than as described above and cannot be assigned, transferred, pledged or sold. The Company shall also be entitled to satisfy the Dutch Payment Obligation in any other manner permitted under Dutch law (including by charging such amount against the Company’s reserves).

9.12 Headings and Sections . The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. All references to sections herein shall be to sections of this Award Agreement unless otherwise expressly stated as part of such reference.

9.13 Additional Requirements . The Company reserves the right to impose other requirements on the Restricted Stock Units, any payment made pursuant to the Restricted Stock Units, and the Participant’s participation in the Plan, to the extent the Company determines, in its discretion, that such other requirements are necessary or advisable in order to comply with local Applicable Law or to facilitate the operation and administration of the Restricted Stock Units and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

9.14 Section 409A . The Restricted Stock Units are intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder and shall be construed and administered consistent with such intention. A termination of employment under the Restricted Stock Units shall not be deemed to have occurred for purposes of any provision unless such termination constitutes a “separation from service” under Section 409A of the Code and references to a termination of employment shall mean “separation from service.” A Disability under Section 3.2(a) must constitute a “disability” under Section 409A of the Code.

9.15 Non-Negotiable Terms . The terms of the Restricted Stock Units and this Award Agreement are not negotiable.

9.16 Nature of the Grant . In accepting the Restricted Stock Units, the Participant hereby acknowledges that:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company, in its discretion at any time, unless otherwise provided in the Plan or this Award Agreement.

(b) The grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past.

(c) All decisions with respect to future Restricted Stock Unit award grants, if any, will be at the discretion of the Company.

(d) The Participant is voluntarily participating in the Plan.

(e) The award of Restricted Stock Units is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate.

(f) In the event the Participant is not an Employee, the award of Restricted Stock Units or this Award Agreement will not be interpreted to form an employment contract or relationship with the Company or any Affiliate.

(g) The future value of the Shares subject to the Restricted Stock Units is unknown and cannot be predicted with certainty and if the Restricted Stock Units vest and the Shares become issuable in accordance with the terms of this Award Agreement, the value of those Shares may increase or decrease.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement of the Restricted Stock Units.

(i) In consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or Shares acquired upon vesting of the Restricted Stock Units resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Restricted Stock Units, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

(j) In the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Restricted Stock Units and vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of termination of his or her active employment as determined in the discretion of the Committee unless otherwise provided in this Award Agreement or Section 17 of the Plan and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Affiliate or mandated under local law; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), his or her right to vest in the Restricted Stock Units after such termination, if any, will be measured by the date of termination of his or her active employment and will not be extended by any notice of termination of employment or severance period provided to the Participant by

contract or practice of the Company or any Affiliate or mandated under local law; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Restricted Stock Units.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Restricted Stock Units, acquisition of Shares upon vesting of the Restricted Stock Units or any sale of such Shares.

* * * * *

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

ADDENDUM TO

RESTRICTED STOCK UNIT AWARD AGREEMENT

In addition to the provisions of the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as such plan may be amended from time to time, the “ Plan ”), and the Restricted Stock Unit Award Agreement (the “ Award Agreement ”), the Restricted Stock Units are subject to the following additional terms and conditions as set forth in this addendum to the Award Agreement to the extent the Participant resides and/or is employed in one of the countries addressed herein (this “ Addendum ”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. To the extent the Participant transfers residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).

AUSTRALIA

1. Compliance with Law . Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Participant shall not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (the “ Act ”), any other provision of the Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Company’s Affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restrictions.

BRAZIL

1. Commercial Relationship . The Participant expressly recognizes that the Participant’s participation in the Plan and the Company’s grant of the Restricted Stock Units does not constitute an employment relationship between the Participant and the Company. The Participant has been granted the Restricted Stock Units as a consequence of the commercial relationship between the Company and the Affiliate in Brazil that employs the Participant (to the extent the Participant is not employed by the Company), and the Affiliate in Brazil is the Participant’s sole employer (to the extent the Participant is not employed by the Company). Based on the foregoing, (a) the Participant expressly recognizes the Plan and the benefits the Participant may derive from participation in the Plan do not establish any rights between the Participant and the Affiliate in Brazil, (b) the Plan and the benefits the Participant may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the Affiliate in Brazil, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Affiliate in Brazil, if any.

2. Extraordinary Item of Compensation . The Participant expressly recognizes and acknowledges that the Participant’s participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant’s free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Award Agreement, and this Addendum. As such, the Participant acknowledges and agrees that the Company may, in its discretion, amend and/or discontinue the Participant’s participation in the Plan at any time and without any liability. The value of the Restricted Stock Units are an extraordinary item of compensation outside the scope of the Participant’s employment contract, if any. The Restricted Stock Units are not part of the Participant’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Affiliate in Brazil.

3. Compliance with Law . By accepting the Restricted Stock Unit, the Participant acknowledges and agrees to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Restricted Stock Unit, the issuance and/or sale of Shares acquired under the Plan and receipt of any dividends.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

CANADA

1. Settlement in Shares . Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Restricted Stock Units shall be settled only in Shares (and may not be settled via a cash payment).

2. Effective Date of Termination . Notwithstanding any language to the contrary set forth in the Award Agreement, for purposes of vesting under the Restricted Stock Units, the Participant’s employment will be considered terminated the date that the Participant is no longer actively providing services (unless the Participant is on a leave of absence approved by the Company), regardless of any notice period or period of pay in lieu of such notice required under applicable statutory law, regulatory law and/or common law; the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Units.

The following provisions apply to any Participant residing in Quebec:

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“ Agreement ”) , ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

4. Personal Data . The following provision supplements Section 8 (“ Data Privacy Consent ”) of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Participant's Restricted Stock Units and participation in the Plan. The Participant further authorizes the Company, any Affiliate, the Committee and any other third-party stock plan service provider engaged by the Company, to disclose and discuss the Participant's Restricted Stock Units and participation in the Plan with their advisors and to record all relevant information and keep such information in the Participant’s employee file.

DENMARK

1. Treatment of Restricted Stock Units upon Termination of Employment . Notwithstanding any provision in the Award Agreement or the Plan to the contrary, unless the Participant is a member of registered management who is not considered a salaried employee, the treatment of the Restricted Stock Units upon a termination of employment or service which is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on Stock Option in Employment Relations (the " Stock Option Act "). However, if the provisions in the Award Agreement or the Plan governing the treatment of the Restricted Stock Units upon a termination of employment or service are more favorable, then the provisions of the Award Agreement or the Plan shall govern. In addition, the Participant acknowledges having received an Employer Information Statement (translated into Danish) addressing the Restricted Stock Unit grant, as required by the Stock Option Act.

FRANCE

1. Nature of the Award . The Restricted Stock Units are not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

2. English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units, be drawn up in English. If the Participant has received the Award Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

Le Bénéficiaire reconnaît et accepte que c’est son intention expresse que les Termes et Conditions, le Certificat d’Attribution d’Actions, le Plan et tous autres documents exécutés, avis donnés et procédures judiciaires intentées dans le cadre de l’Attribution d’Actions soient rédigés en anglais. Si le Bénéficiaire a reçu les Termes et Conditions, le Certificat d’Attribution d’Actions, le Plan ou tous autres documents relatifs à l’Attribution d’Actions dans une autre langue que l’anglais et si la signification de la version traduite est différente de la version anglaise, la version anglaise prévaudra.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

HONG KONG

1. IMPORTANT NOTICE . WARNING: The contents of the Award Agreement, this Addendum, the Plan, and all other materials pertaining to the Restricted Stock Units and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. The Participant is hereby advised to exercise caution in relation to the offer thereunder. If the Participant has any doubts about any of the contents of the aforesaid materials, the Participant should obtain independent professional advice. The Restricted Stock Units and any Shares issued thereunder do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award Agreement, including this Addendum, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a

“prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Restricted Stock Units and any documentation related thereto are intended solely for the personal use of each employee of the Company, or an Affiliate and may not be distributed to any other person.

3. Settlement in Shares . Notwithstanding anything to the contrary in the Award Agreement or the Plan, the Restricted Stock Units shall be settled only in Shares (and may not be settled via a cash payment).

4. Wages . The Restricted Stock Units and the Shares subject to the Restricted Stock Units do not form part of the Participant’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

ITALY

2. Acknowledgment of Plan Document, Plan Provisions . In accepting the Restricted Stock Units, the Participant acknowledges that a copy of the Plan was made available to the Participant, and that the Participant has reviewed the Plan and the Award Agreement, including this Addendum, in their entirety and fully understands and accepts all provisions of the Plan, the Award Agreement and this Addendum. The Participant further acknowledges that the Participant has read and expressly acknowledges and approves the following provisions in the Award Agreement: Section 3 (“Vesting and Conditions to Issuance of Shares; Forfeiture”); Section 6 (“Income Tax and Social Insurance Contributions Withholding”); and Section 9.16 (“Nature of Award”).

NETHERLANDS

1. Waiver of Termination Rights . As a condition to the award of the Restricted Stock Units, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of the Participant’s employment with the Company or any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.

SWEDEN

1. Withholding of Tax-Related Items . Notwithstanding anything in Section 6 of the Award Agreement to the contrary, if the Participant is a local national of Sweden, any Tax-Related Items shall be withheld only in cash from the Participant's regular salary/wages or other amounts payable to the Participant in cash, or such other withholding methods as may be permitted under the Plan and allowed under Applicable Law.

SWITZERLAND

1. Securities Law Notification . The Restricted Stock Unit is not intended to be publicly offered in or from Switzerland. Because the offer of the Restricted Stock Unit is considered a private offering, it is not subject to registration in Switzerland. Neither this document nor any other materials relating to the Restricted Stock Unit (a) constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (b) may be publicly distributed or otherwise made publicly available in Switzerland or (c) has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

UNITED ARAB EMIRATES

UNITED KINGDOM

1. Income Tax and Social Insurance Contribution Withholding . The following provisions shall replace Section 8 of the Award Agreement:

(a) Regardless of any action the Company takes with respect to any or all income tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of the Restricted Stock Units, or the release or assignment of the Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the Restricted Stock Units (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the settlement of the vested Restricted Stock Units, the subsequent sale of any Shares acquired pursuant to the Restricted Stock Units, and the receipt of any dividends or dividend equivalents ; and (ii) does not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

(b) As a condition of settling the Restricted Stock Units following the date of vesting, the Company shall be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to the Company to satisfy, all obligations of the Company to account to HM Revenue & Customs (“ HMRC ”) for any Tax-Related Items. In this regard, the Participant authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Participant from any salary/wages or other cash compensation paid to the Participant by the Company. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by the Participant by one or a combination of the following: (i) withholding otherwise deliverable Shares; (ii) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization); or (iii) withholding from the proceeds of the sale of any Shares acquired upon the vesting of the Restricted Stock Units. If the obligation for Tax-Related Items is satisfied by withholding a number of whole Shares as described herein, the Participant shall be deemed to have been issued the full number of whole Shares issued upon vesting of the Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Restricted Stock Units.

(c) If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), the Participant has relocated to a country other than the United Kingdom, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country, including the United Kingdom. the Participant also agrees that the Company may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which the Participant may have to recover any overpayment from the relevant tax authorities.

(d) The Participant shall pay to the Company any amount of Tax-Related Items that the Company may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days after the end of the UK tax year in which the Chargeable Event occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), the Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming the Participant are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by the Participant to the Company, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under Applicable Law or if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any Shares acquired under the Plan.

2. Exclusion of Claim . The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages in consequence of the termination of the Participant’s employment with the Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to vesting of the Restricted Stock Units as a result of such termination, or from the loss or

diminution in value of the Restricted Stock Units. Upon the award of the Restricted Stock Units, the Participant shall be deemed to have irrevocably waived any such entitlement.

* * * * *

Exhibit 10.4

FORM C - TALENT ACQUISITION AND SPECIAL RECOGNITION RSU AWARD GRANT

NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”) hereby grants to the individual named below, who shall be referred to as the “ Participant ,” the number of restricted stock units set forth below (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Notice of Restricted Stock Unit Grant (the “ Grant Notice ”), the Restricted Stock Unit Award Agreement (the “ Award Agreement ”) attached hereto, any Addendum to the Award Agreement established pursuant to Section 9.10 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This grant of Restricted Stock Units has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]

Total Number of


Restricted Stock Units :	[ Insert Number of Underlying Shares ], subject to adjustment as provided in the Plan.

Vesting Schedule :

Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Units will vest in four (4) equal as possible installments, beginning on the first March 1 ^st , May 15 ^th , August 15 ^th or November 15 ^th after the one-year anniversary of the Grant Date, whichever occurs first (“ Vesting Commencement Date ”), and continuing on each one-year anniversary of the Vesting Commencement Date thereafter (each such vesting date, a “ Scheduled Vesting Date ”), provided the Participant remains continuously employed by or provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date:

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to this grant, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 9.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Restricted Stock Units award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

1. Incorporation of Plan; Definitions . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Award Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Award Agreement will be interpreted by reference to the Plan. In the event that any provision of this Award Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision will be final, binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Award Agreement; provided, however, that pursuant to the Plan the Committee will exercise such discretion reasonably and in good faith. A copy of the Plan and the Plan Prospectus have been delivered to the Participant together with this Award Agreement.

2. Grant of Restricted Stock Units .

3. Vesting and Conditions to Issuance of Shares; Forfeiture .

3.2 Effect of Termination of Employment or Service; Forfeiture .

is sixty-five (65) years or older and the Participant has been continuously employed by the Company or has provided services to the Company or any Affiliate for five (5) or more years.

(a) accelerate the time the Participant’s interest in the Shares subject to the Restricted Stock Units will vest and become issuable under Section 3.1, or

(b) provide for vesting after such sale or other disposition.

5. Issuance of Shares; Book Entry .

5.1 Timing and Manner of Settlement . Vested Restricted Stock Units will be converted to Shares which the Company will issue and deliver to the Participant (by entering such Shares in book entry form in the name of the Participant or depositing such Shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan, as determined by the Company in its discretion) as soon as reasonable practicable but in any event within thirty (30) days following the earliest to occur of (i) the Scheduled Vesting Date, or (ii) the Participant’s “separation from service” as such term is defined for purposes of Section 409A of the Code (which includes termination of employment by reason of the Participant’s death), except to the extent that Shares are withheld to pay tax withholding obligations pursuant to Section 6 of this Award Agreement or the Participant has properly elected to defer income that may be attributable to such Restricted Stock Units under a Company deferred compensation plan or arrangement. If any Shares shall be issuable with respect to the Restricted Stock Units as a result of the Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Section 409A of the Code, then, to the extent the Restricted Stock Units constitute a deferral of compensation subject to Section 409A of the Code, no Shares shall be issued, except as permitted under Section 409A of the Code, prior to the earlier of (i) the date immediately after the end of the six-month period following the Participant’s “separation from service”, or (ii) the Participant’s death. Payment of amounts under this Agreement (by issuance of Shares or otherwise) are intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder, and this Award Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its discretion may accelerate or delay the distribution of any payment under this Award Agreement to the extent allowed under Section 409A of the Code.

6. Income Tax and Social Insurance Contributions Withholding .

Restricted Stock Units; and (b) does not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

6.2 Manner of Withholding for Tax-Related Items . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In lieu of the Sell to Cover provided below, the Participant may pay to the Company any amount of the Tax-Related Items.

(a) In this regard, by accepting the Restricted Stock Units, the Participant hereby elects, effective on the date the Participant accepts the Restricted Stock Units, to sell Shares issued in respect of the Restricted Stock Units in an amount determined in accordance with this Section and to allow the Agent (as defined below) to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “ Sell to Cover ”) to permit the Participant to satisfy all Tax-Related Items to the extent the Tax Related Items are not otherwise satisfied pursuant to Section 6.2(b), and in furtherance of the foregoing, hereby appoints Bank of America Merrill Lynch or any stock plan service provider or brokerage firm designated by the Company for such purpose (the “ Agent ”) as the Participant’s Agent, and authorizes the Agent, to:

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iv) Remit any remaining funds to the Participant.

(i) Requiring the Participant to pay to the Company any amount of the Tax-Related Items; and/or

(ii) Withholding any amount of the Tax-Related Items from the Participant’s wages or other cash compensation paid to the Participant by the Company; and/or

(iii) Withholding Shares (rounded up to the next whole number) from the Shares issued or otherwise issuable to the Participant in connection with the Restricted Stock Units at Fair Market Value equal to the amount of the Tax-Related Items; provided , however , that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income unless the Participant authorizes the Company to use the applicable maximum statutory withholding rates.

the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. The Company may refuse to issue or deliver Shares to the Participant if the Participant fails to comply with its obligations in connection with the Tax-Related Items.

7. Non-Transferable . The Restricted Stock Units may not be assigned, transferred, pledged or hypothecated in any manner other than by will or the laws of descent or distribution. The person or persons to whom the Restricted Stock Unit is transferred shall be treated after the Participant’s death the same as the Participant under this Award Agreement.

(where required under Applicable Law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.


9.	Miscellaneous .

9.3 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

shall mean “separation from service.” A Disability under Section 3.2(a) must constitute a “disability” under Section 409A of the Code.

9.15 Non-Negotiable Terms . The terms of the Restricted Stock Units and this Award Agreement are not negotiable.

9.16 Nature of the Grant . In accepting the Restricted Stock Units, the Participant hereby acknowledges that:

(c) All decisions with respect to future Restricted Stock Unit award grants, if any, will be at the discretion of the Company.

(d) The Participant is voluntarily participating in the Plan.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement of the Restricted Stock Units.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Restricted Stock Units, acquisition of Shares upon vesting of the Restricted Stock Units or any sale of such Shares.

* * * * *

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

ADDENDUM TO

RESTRICTED STOCK UNIT AWARD AGREEMENT

AUSTRALIA

BRAZIL

2. Extraordinary Item of Compensation . The Participant expressly recognizes and acknowledges that the Participant’s participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as the Participant’s free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Award Agreement, and this Addendum. As such, the Participant acknowledges and agrees that the Company may, in its discretion, amend and/or discontinue the Participant’s participation in the Plan at any time and without any liability. The value of the Restricted Stock Units are an extraordinary item of compensation outside the scope of the Participant’s employment contract, if any. The Restricted Stock Units are not part of the Participant’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Affiliate in Brazil.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

CANADA

The following provisions apply to any Participant residing in Quebec:

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“ Agreement ”) , ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

4. Personal Data . The following provision supplements Section 8 (“ Data Privacy Consent ”) of the Award Agreement:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Participant's Restricted Stock Units and participation in the Plan. The Participant further authorizes the Company, any Affiliate, the Committee and any other third-party stock plan service provider engaged by the Company, to disclose and discuss the Participant's Restricted Stock Units and participation in the Plan with their advisors and to record all relevant information and keep such information in the Participant’s employee file.

DENMARK

a termination of employment or service are more favorable, then the provisions of the Award Agreement or the Plan shall govern. In addition, the Participant acknowledges having received an Employer Information Statement (translated into Danish) addressing the Restricted Stock Unit grant, as required by the Stock Option Act.

FRANCE

1. Nature of the Award . The Restricted Stock Units are not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

2. English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units, be drawn up in English. If the Participant has received the Award Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

BY SIGNING BELOW, PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF GRANT NOTICE, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

HONG KONG

ITALY

NETHERLANDS

SWEDEN

SWITZERLAND

UNITED ARAB EMIRATES

UNITED KINGDOM

1. Income Tax and Social Insurance Contribution Withholding . The following provisions shall replace Section 8 of the Award Agreement:

or pursuant to the grant or vesting of the Restricted Stock Units, or the release or assignment of the Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the Restricted Stock Units (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units, the settlement of the vested Restricted Stock Units, the subsequent sale of any Shares acquired pursuant to the Restricted Stock Units, and the receipt of any dividends or dividend equivalents ; and (ii) does not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

2. Exclusion of Claim . The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages in consequence of the termination of the Participant’s employment with the Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to vesting of the Restricted Stock Units as a result of such termination, or from the loss or diminution in value of the Restricted Stock Units. Upon the award of the Restricted Stock Units, the Participant shall be deemed to have irrevocably waived any such entitlement.

* * * * *

Exhibit 10.5

PERFORMANCE AWARD GRANT

NOTICE OF PERFORMANCE AWARD GRANT

UNDER THE WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”) hereby grants to the individual named below, who shall be referred to as the “ Participant ,” a Performance Award (the “ Performance Award ”) representing the right to receive up to a maximum (“ Maximum Potential Payout ”) of 200% of the Participant’s Target Potential Payout set forth below based on the achievement of the Performance Goal(s) set forth on Exhibit A attached hereto (the “ Performance Goals ”) during the Performance Period set forth below (the “ Performance Period ”). The Performance Award is subject to all of the terms and conditions set forth in this Notice of Performance Award Grant (the “ Grant Notice ”), the Performance Award Agreement (the “ Award Agreement ”) attached hereto, and any Addendum to the Award Agreement established pursuant to Section 11.9 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Performance Award has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]


Target Potential Payout :	[ Insert Target Number of Shares ] Shares, subject to adjustment as provided in the Plan


Maximum Potential Payout :	[ Insert Maximum Number of Shares ] Shares, subject to adjustment as provided in the Plan


Threshold Potential Payout :	[ Insert Threshold Number of Shares ] Shares, subject to adjustment as provided in the Plan


Performance Period :	[June __, 20__ - June __, 20__]


Performance Goal(s) :	See Exhibit A attached hereto


Final Determination Date :	Date the Committee certifies the achievement of the Performance Goals following the end of the Performance Period, but not later than [November 30, 20__]

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to the grant of the Performance Award, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 11.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Performance Award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

PERFORMANCE AWARD AGREEMENT

Pursuant to the Notice of Performance Award Grant (the “ Grant Notice ”) to which this Performance Award Agreement (this “ Award Agreement ”) is attached and which Grant Notice is included in and part of this Award Agreement, and subject to the terms of this Award Agreement and the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), and the Participant named in the Grant Notice (the “ Participant ”) agree as follows.

2. Grant of Performance Award .

2.1 Grant . The Company hereby grants to the Participant, effective as of the grant date set forth in the Grant Notice (the “ Grant Date ”), a Performance Award, as described in the Grant Notice and this Award Agreement (the “ Performance Award ”), representing the right to receive in ordinary shares of the Company, par value €0.03 per share (collectively, the “ Shares ”), up to a maximum (“ Maximum Potential Payout ”) of 200% of the Participant’s Target Potential Payout set forth in the Grant Notice based on the achievement of the Performance Goal(s) set forth on Exhibit A attached hereto (the “ Performance Goals ”) during the Performance Period set forth in the Grant Notice (the “ Performance Period ”), subject to adjustment as provided in the Plan and subject to the terms, conditions and restrictions set forth in this Award Agreement and in the Plan.

2.2 No Shareholder Rights . The Participant shall have no rights as a shareholder of the Company with respect to the Shares subject to the Performance Award until such Shares have been issued pursuant to Section 4 of this Award Agreement. By way of example and without limitation, the Participant shall not be entitled to vote any of the Shares subject to the Performance Award, or otherwise exercise any incidents of ownership with respect to such Shares until such Shares have been issued pursuant to Section 4 of this Award Agreement, and the Participant will not receive any cash dividends or Dividend Equivalents based on the dividends declared on Shares that are subject to the Performance Award during the period between the Grant Date and the date the Performance Award is settled.

3. Vesting; Determination of Amount of Payment .

3.1 Vesting; Performance Measures; and Performance Goal(s) . Except as otherwise provided in this Award Agreement, the Performance Award shall vest and the number of Shares payable in settlement of the Performance Award shall be determined by reference to the Performance Measure(s) and Performance Goal(s) achieved during the Performance Period in accordance with the table(s) set forth in Exhibit A to this Award Agreement and may range from 0% to 200% of the Participant’s Target Potential Payout as forth in the Grant Notice. The Performance Measures and the Performance Goals to be achieved on a cumulative basis over the Performance Period and their respective weightings and their respective Threshold, Target and Maximum levels of performance, are described in the table(s) set forth in Exhibit A to this Award Agreement.

3.2 Determination of Amount of Payment . Payouts in settlement of the Performance Award will be interpolated between Threshold and Target if the level of the performance attained for the Performance Goal(s) for the Performance Measure for the Performance Period falls between the Threshold and Target levels specified in the table(s) set forth in Exhibit A to this Award Agreement, and the payout will be rounded up to the nearest whole number of Shares. Payouts will be interpolated between Target and Maximum if the level of the performance attained for the Performance Goal(s) for the Performance Measure for the Performance Period falls between the Target and Maximum levels specified in the table(s) set forth in Exhibit A to this Award Agreement, and the payout will be rounded up to the nearest whole number of Shares.

of the Performance Goals for the Performance Measures meet the Threshold for payment as described in the table(s) set forth in Exhibit A to this Award Agreement and the Committee determines that Section 3.4, 3.5 or 5.1 of this Award Agreement does not apply.

3.4 Adjustments for Certain Pre-Determined Events . In determining whether and to what extent each Performance Goal has been achieved, the Committee shall include or exclude from the calculation of the Performance Goal, applying U.S. generally accepted accounting principles, each of the events identified on Exhibit A that occurs during the Performance Period.

3.5 Other Discretionary Adjustments . Subject to Section 13.6 of the Plan, the Committee may amend or modify the vesting criteria (including the Performance Goals, Performance Measures or Performance Period) of the Performance Award based in whole or in part on the financial performance of the Company (or any Subsidiary or division, business unit or other sub-unit thereof) in recognition of unusual or nonrecurring events (including the events described in Sections 13.4 or 4.5(a) of the Plan) affecting the Company or the financial statements of the Company or of changes in Applicable Laws or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Award Agreement. If the Performance Award is intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

4. Settlement; Issuance of Shares .

4.1 Settlement; Amount of Payment . In the event of the achievement of at least the Threshold level of performance with respect to at least one (1) of the Performance Goals described in the table(s) set forth in Exhibit A to this Award Agreement during the Performance Period, which achievement must be certified in writing by the Committee as soon as practicable following the expiration of the Performance Period, but in any event not later than September 30, of the calendar year in which the Performance Period ends (the “ Final Determination Date ”), the Participant shall receive such number of Shares up to the Maximum Potential Payout under the Performance Award as determined pursuant to Section 3 and Exhibit A to this Award Agreement and subject to applicable withholding pursuant to Section 8 of this Award Agreement. If none of the Performance Goals are achieved at the Threshold level of performance or above, after adjustments under Section 3.4 or 3.5, if applicable, and the Committee determines that Section 3.4, 3.5 or 5.1 of this Award Agreement does not apply, then the Performance Award shall be forfeited and canceled and the Participant shall receive no Shares in settlement thereof. The Participant may not receive a greater number of Shares than the Maximum Potential Payout, subject to adjustment as provided in the Plan. In the event the Performance Award is forfeited or cancelled for any reason pursuant to Section 3, 5 or 6 of this Award Agreement or otherwise, no Shares shall be issued or payment made in settlement of the Performance Award.

4.2 Timing and Manner of Payment . Any Shares issued to the Participant upon settlement of the Performance Award shall be issued and delivered to the Participant (by entering such Shares in book entry form in the name of the Participant or depositing such Shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan, as determined by the Company in its discretion) as soon as practicable but in any event within thirty (30) days following the earliest to occur of (a) the Final Determination Date, or (b) the Participant’s death, except to the extent that Shares are withheld to pay tax withholding obligations pursuant to Section 8 of this Award Agreement or the Participant has properly elected to defer income that may be attributable to the Performance Award under a Company deferred compensation plan or arrangement.

4.3 Issuance of Shares Subject to Applicable Law; Cash Settlement . The issuance and delivery of Shares pursuant to the Performance Award shall be subject to Applicable Law. Notwithstanding anything in this Award Agreement to the contrary, the Company may, in its discretion, settle all or a portion of the Performance Award in the form of a cash payment to the extent settlement in Shares is prohibited under Applicable Law, with such cash payment being determined based on the Fair Market Value of such Shares. Alternatively in such situation, the Company may, in its discretion, settle all or a portion of the Performance Award in the form of Shares but require an immediate sale of such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

4.4 Repatriation; Compliance with Applicable Laws . As a condition of the Performance Award, the Participant agrees to repatriate all payments attributable to the Performance Award in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all reasonable actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local Applicable Law in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local Applicable Law in the Participant’s country of residence (and country of employment, if different).

5. Employment or Service Requirement . The Performance Award shall not vest and shall terminate and be forfeited in the event the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company terminates during the Performance Period, except as provided in this Section 5, Section 17 of the Plan or as otherwise determined by the Committee in its discretion.

5.1 Termination Due to Death . If the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company terminates by reason of the Participant’s death prior to the end of the Performance Period, but after the conclusion of not less than one year of the Performance Period, the Performance Award shall vest immediately and the Participant shall receive such number of Shares equal to the Target Potential Payout under the Performance Award.

5.2 Termination without Cause, for Good Reason or Due to Disability or Qualified Retirement . Except as provided in Section 17 of the Plan, if the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company is terminated: (a) by the Company other than for Cause, (b) by the Participant for Good Reason (as defined in an Individual Agreement, or if no Individual Agreement exists, the Plan) (c) by reason of the Participant’s Disability or (d) by the Participant in the event of a Qualified Retirement, in each case prior to the end of the Performance Period, but after the conclusion of not less than one year of the Performance Period, then the Participant shall vest in a prorated portion of the Performance Award upon completion of the Performance Period based upon the actual level of performance for the entire Performance Period as determined pursuant to Section 3, with proration based on the number of months that the Participant was employed or provided services to the Company during the Performance Period. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary termination of employment from the Company, provided that on the date of the Participant’s voluntary termination of employment, the Participant is sixty-five (65) years or older and the Participant has been continuously employed by the Company or any Affiliate or has provided services to the Company for five (5) or more years.

5.3 Effect of Transfers Among Affiliates . For purposes of this Section 5 and Section 6, any reference to the Company shall include any Affiliate that employs the Participant (to the extent the Participant is not employed by the Company), and a transfer of the Participant’s employment or service relationship between the Company and any Affiliate of the Company or between any Affiliates of the Company shall not be treated as a termination of employment or service relationship under this Award Agreement.

5.4 Effect of Participant Becoming a Consultant . If the Participant’s employment with the Company terminates prior to the end of the Performance Period but the Participant at such time then becomes a Consultant or a Director, the Participant’s rights under this Award Agreement shall continue to vest so long as the Participant continues to provide services to the Company; provided such continued vesting will not cause the Performance Award to become taxable under Section 409A of the Code, unless in such case the Participant consents to such taxation under Section 409A of the Code.

5.5 Date of Termination . Except in instances where the Participant becomes a Consultant as provided in Section 5.4 above, the Participant’s employment termination date shall mean the last day that the Participant is in an employer-employee relationship for the Company, without regard to the reason for the Participant’s cessation of service and without regard to any advance notice period as may be otherwise provided under local law.

6. Effect of Actions Constituting Cause or Adverse Action; Forfeiture .

6.1 Effect of Actions Constituting Cause or Adverse Action . If the Participant is determined by the Committee to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of the Participant’s employment or other service with the Company, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s employment or other service with the Company and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (a) all rights of the Participant under this Award Agreement shall terminate and be forfeited without notice of any kind, and (b) the Committee in its discretion shall have the authority to rescind the Performance Award and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescission. The Company shall be entitled to withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. This Section 6.1 shall not apply following a Change in Control.

regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time. By accepting the Performance Award under this Award Agreement, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of Applicable Law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or Applicable Law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy conflict, the terms of the clawback / recoupment policy shall prevail.

7. Change in Control . If there is a Change in Control, the Performance Award shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

8. Income Tax and Social Insurance Contributions Withholding .

8.1 Responsibility for Tax-Related Items. Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Award, including the grant of the Performance Award, the vesting of the Performance Award, and the settlement of the Performance Award; and (b) does not commit to structure the terms of the Performance Award or any aspect of the Performance Award to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

8.2 Manner of Withholding for Tax-Related Items . Prior to any relevant taxable or tax withholding event, as applicable, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In lieu of the Sell to Cover provided below, the Participant may pay to the Company any amount of the Tax-Related Items.

(a) In this regard, by accepting the Performance Award, the Participant hereby elects, effective on the date the Participant accepts the Performance Award, to sell Shares issued in respect of the Performance Award in an amount determined in accordance with this Section and to allow the Agent (as defined below) to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “ Sell to Cover ”) to permit the Participant to satisfy all Tax-Related Items to the extent the Tax Related Items are not otherwise satisfied pursuant to Section 8.2(b), and in furtherance of the foregoing, hereby appoints Bank of America Merrill Lynch or any stock plan service provider or brokerage firm designated by the Company for such purpose (the “ Agent ”) as the Participant’s Agent, and authorizes the Agent, to:

(i) Sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after the date on which the Shares are delivered to the Participant pursuant to Section 4 in connection with the vesting of the Performance Award, the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items that is not otherwise satisfied pursuant to Section 8.2(b) and all applicable fees and commissions due to, or required to be collected by, the Agent;

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iv) Remit any remaining funds to the Participant.

(b) Alternatively, or in addition to or in combination with the Sell to Cover provided for under Section 8.2(a), the Participant authorizes the Company, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by the following means (or by a combination of the following means):

(i) Requiring the Participant to pay to the Company any amount of the Tax-Related Items; and/or

(ii) Withholding any amount of the Tax-Related Items from the Participant’s wages or other cash compensation paid to the Participant by the Company; and/or

(iii) Withholding Shares (rounded up to the next whole number) from the Shares issued or otherwise issuable to the Participant in connection with the Performance Award at Fair Market Value equal to the amount of the Tax-Related Items; provided , however , that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income unless the Participant authorizes the Company to use the applicable maximum statutory withholding rates.

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or if the Participant consents other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. When withholding Shares for taxes is effected under this Award Agreement and the Plan, it will be withheld only up to an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Performance Award notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. The Company may refuse to issue or deliver Shares to the Participant if the Participant fails to comply with its obligations in connection with the Tax-Related Items.

The Participant hereby acknowledges that the Sell to Cover instruction to the Agent set forth in Section 8.2(a) above to sell Shares to cover the Tax-Related Items is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to the Sell to Cover instruction in Section 8.2(a) to satisfy the Participant’s obligations hereunder. The Participant acknowledges that the Agent is under no obligation to arrange for the sale of Shares at any particular price and that the Agent may effect sales as provided in the Sell to Cover instruction in Section 8.2(a) in one or more sales and that the average price for executions resulting from bunched orders may be assigned to the Participant’s account. The Participant further acknowledges that the Participant will be responsible for all brokerage fees and other costs of sale, and the Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The Participant acknowledges that it may not be possible to sell Shares pursuant to the Sell to Cover instruction in Section 8.2(a) due to (a) a legal or contractual restriction applicable to the Participant or to the broker, (b) a market disruption, (c) rules governing order execution priority on NASDAQ or other exchange where the Shares may be traded, (d) a sale effected pursuant to Sell to Cover instruction in Section 8.2(a) that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected pursuant to the Sell to Cover instruction in Section 8.2(a). In the event of the Agent’s inability to sell Shares, the Participant, will continue to be responsible for the Tax-Related Items. The Participant hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of Sell to Cover instruction in Section 8.2(a). The Agent is a third party beneficiary of Sell to Cover instruction in Section 8.2(a). The Sell to Cover instruction in Section 8.2(a) shall terminate not later than the date on which all Tax-Related Items arising from the vesting of the Performance Award and the related issuance of Shares have been satisfied.


9.	Non-Transferable . The Performance Award may not be assigned, transferred, pledged or hypothecated in any manner other than by will or the laws of descent or distribution.

10. Data Privacy Consent . Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, use, processing and transfer of such data in relation to the Performance Award and the Participant’s participation in the Plan. The collection, use, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan. The Participant’s denial and/or objection to the collection, use, processing and transfer of personal data may affect the

Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under Applicable Law) to the collection, use, processing and transfer of personal data as described herein.

The Company holds certain personal information about the Participant, including the Participant’s name, home address, e-mail address, and telephone number, date of birth, social security number, passport number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by Applicable Law and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.


11.	Miscellaneous .

11.1 No Right to Continue Employment or Service . Neither the Plan, the Performance Award, nor any related material shall give the Participant the right to continue in employment by or perform services to the Company or any Affiliate or shall adversely affect the right of the Company or any Affiliate to terminate the Participant’s employment or service relationship with the Company or any Affiliate with or without Cause at any time.

11.2 Governing Law; Mandatory Jurisdiction . Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which will be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction, interpretation, administration and effect of this Award Agreement and the Plan and any rules, regulations and actions relating to this Award Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, U.S.A., notwithstanding the conflicts of laws principles of any jurisdictions. For purposes of litigating any dispute that arises under the Performance Award or this Award Agreement, the Company and the Participant hereby irrevocably submit to the jurisdiction and venue of the Federal or State courts of the States of Tennessee and Delaware, U.S.A., relative to any and all disputes, issues and/or claims that may arise out of or relate to the Performance Award or this Award Agreement. The Company and the Participant further agree that any and all such disputes, issues and/or claims arising out of or related to the Performance Award or this Award Agreement will be brought and decided in the Federal or State courts of the States of Tennessee or Delaware, U.S.A., with such jurisdiction and venue selected by and at the discretion of the Company.

11.3 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

will continue to be valid, and this entire Award Agreement will continue to be valid in other jurisdictions. If the Participant is a local national of and is employed in a country that is a member of the European Union, the Performance Award and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “ Age Discrimination Rules ”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Award Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

11.5 Investment Representation . The Participant hereby represents and covenants that (a) any Shares acquired upon the settlement of the Performance Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the United States Securities Act of 1933, as amended (the “ Securities Act ”) or any similar law, unless such acquisition has been registered under the Securities Act and any applicable state and foreign securities laws; (b) any subsequent sale of any such Shares will be made either pursuant to an effective registration statement under the Securities Act and any applicable state or foreign securities laws, or pursuant to an exemption from registration under the Securities Act and such state or foreign securities laws; and (c) if requested by the Company, the Participant will submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of settlement of the Performance Award hereunder or (y) is true and correct as of the date of any sale of any such Share, as applicable. As a further condition precedent to the settlement of the Performance Award and the delivery to the Participant of any Shares subject to the Performance Award, the Participant will comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the Shares and, in connection therewith, will execute any documents which the Company will in its discretion deem necessary or advisable.

11.6 Private Placement . If the Participant is resident and/or employed outside of the U.S.A., the Performance Award is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Performance Award is not subject to the supervision of the local securities authorities.

11.7 Insider Trading/Market Abuse Laws . The Participant’s country of residence may have insider trading and/or market abuse laws that may affect the Participant’s ability to acquire or sell Shares under the Plan during such times the Participant is considered to have “inside information” (as defined in the laws in the Participant’s country of residence). These laws may be the same or different from any Company insider trading policy. The Participant acknowledges that it is the Participant’s responsibility to be informed of and compliant with such regulations, and the Participant is advised to consult with the Participant’s personal advisors for additional information.

11.8 Electronic Delivery . The Company may, in its discretion, decide to deliver any documents related to the Performance Award to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11.9 English Language . If the Participant is resident and/or employed outside of the U.S.A., the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Award, be drawn up in English. If the Participant has received this Award Agreement, the Plan or any other documents related to the Performance Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

11.10 Addendum . Notwithstanding any provisions of this Award Agreement to the contrary, the Performance Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are forth in an applicable Addendum to this Award Agreement. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Performance Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Agreement.

the right to such payment (resulting in a net payment of zero (0)). The Participant’s right to a payment from the Company cannot be used for any purpose other than as described above and cannot be assigned, transferred, pledged or sold. The Company shall also be entitled to satisfy the Dutch Payment Obligation in any other manner permitted under Dutch law (including by charging such amount against the Company’s reserves).

11.12 Headings and Sections . The headings contained in this Award Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Award Agreement. All references to sections herein shall be to sections of this Award Agreement unless otherwise expressly stated as part of such reference.

11.13 Additional Requirements . The Company reserves the right to impose other requirements on the Performance Award, any payment made pursuant to the Performance Award, and the Participant’s participation in the Plan, to the extent the Company determines, in its discretion, that such other requirements are necessary or advisable in order to comply with local Applicable Law or to facilitate the operation and administration of the Performance Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

11.14 Code Section 409A . The Performance Award is intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder and shall be construed and administered consistent with such intention. A termination of employment under the Performance Award shall not be deemed to have occurred for purposes of any provision unless such termination constitutes a “separation from service” under Section 409A of the Code and references to a termination of employment shall mean “separation from service.” A Disability under Section 5 must constitute a “disability” under Section 409A of the Code.

11.15 Code Section 162(m); Performance-Based Compensation . If the Participant is a Covered Employee, it is intended that all payments under the Performance Award constitute “qualified performance-based compensation” within the meaning Section 162(m) of the Code and the Plan. The Performance Award is to be construed and administered in a manner consistent with such intent.

11.16 Non-Negotiable Terms . The terms of the Performance Award and this Award Agreement are not negotiable.

11.17 Nature of the Grant . In accepting the Performance Award, the Participant hereby acknowledges that:

(b) The grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future Performance Awards, or benefits in lieu of Performance Awards, even if Performance Awards have been granted repeatedly in the past.

(d) The Participant is voluntarily participating in the Plan.

(e) The Performance Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate.

(f) In the event the Participant is not an Employee, neither the Performance Award nor this Award Agreement will be interpreted to form an employment contract or relationship with the Company or any Affiliate.

(g) The future value of the Shares subject to the Performance Award is unknown and cannot be predicted with certainty and if the Performance Award vest and the Shares become issuable in accordance with the terms of this Award Agreement, the value of those Shares may increase or decrease.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Performance Award or of any amounts due to the Participant pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement of the Performance Award.

(i) In consideration of the Performance Award grant, no claim or entitlement to compensation or damages shall arise from termination of the Performance Award or diminution in value of the Performance Award or Shares acquired upon vesting of the Performance Award resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Performance Award, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

(j) In the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Performance Award and vest in the Performance Award under the Plan, if any, will terminate effective as of the date of termination of his or her active employment as determined in the discretion of the Committee unless otherwise provided in this Award Agreement or Section 17 of the Plan and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Affiliate or mandated under local law; furthermore, in the event of termination of the Participant’s employment (regardless of any contractual or local law requirements), his or her right to vest in the Performance Award after such termination, if any, will be measured by the date of termination of his or her active employment and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company or any Affiliate or mandated under local law; the Committee will have the discretion to determine the date of termination of the Participant’s active employment for purposes of the Performance Award.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Performance Award, acquisition of Shares upon vesting of the Performance Award or any sale of such Shares.

* * * * *

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

EXHIBIT A

Performance Goals for Third Fiscal Quarter of Fiscal Year 20__ -

Second Fiscal Quarter of Fiscal Year 20__ Performance Period



		Performance Goal
Weighting	Performance Measure	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)

In determining whether and to what extent each Performance Goal has been achieved, the Committee shall [include/exclude] from the calculation of the Performance Goal, applying U.S. generally accepted accounting principles, each of the following events that occurs during the Performance Period:

* * * * *

Exhibit 10.6

PALMISANO OPTION AWARD GRANT

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

OPTION AWARD AGREEMENT

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “Company”), in accordance with the Wright Medical Group N.V. 2017 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”), hereby grants to the individual named below, who shall be referred to as “Optionee”, an option (the “Option”) to purchase from the Company that number of ordinary shares of the Company (“Stock”) as indicated below at an exercise price per share equal to that amount as indicated below, which grant shall be subject to all of the terms and conditions of this Option Award Agreement (this “Award Agreement”), which includes the Terms and Conditions (the “Terms and Conditions”) and any Addendum to the Terms and Conditions established pursuant to Section 19 of the Terms and Conditions (the “Addendum”), as well as the terms and conditions of the Plan. This grant has been made as of the grant date indicated below, which shall be referred to as the “Grant Date”. This Option is not intended to satisfy the requirements of Section 422 of the Code and thus shall be a Non-Statutory Stock Option as that term is defined in the Plan.



Grant Number:	[ ]
Optionee:	[NAME]
Grant Date:	[DATE]
Total Number of Shares of Stock Subject to Option:	[ ] shares of Stock, subject to adjustment as provided in the Plan.
Exercise Price Per Share To be Fair Market Value (as defined in the Plan) on the date of grant. ^:	[ ]
Expiration Date:	No later than the ten (10) year anniversary of Grant Date, as provided in Section 2(b) of the Terms and Conditions.
Vesting Schedule:	Except as otherwise provided in the Terms and Conditions, Optionee’s right to exercise this Option shall vest, on a cumulative basis, over a four-year period and as follows: (1) 25% of the shares of Stock subject to this Option shall vest on the one-year anniversary of the Grant Date (the “Vesting Commencement Date”), and (2) the remaining 75% of such shares of Stock shall vest over a three-year period thereafter in 36 as nearly equal as possible monthly installments, beginning one month after the Vesting Commencement Date (each such vesting date, a “Scheduled Vesting Date”).

_____________________________

1 To be Fair Market Value (as defined in the Plan) on the date of grant.

TERMS AND CONDITIONS

1. Plan . This Option grant is subject to these Terms and Conditions and the Plan and the Company hereby represents that this Option grant is being made pursuant to and in conformity with the provisions of the Plan and is a valid and binding Option grant in accordance with its terms. If a determination is made that any provision of these Terms and Conditions is inconsistent with the Plan, these Terms and Conditions shall control. All of the capitalized terms used in these Terms and Conditions not otherwise defined herein shall have the same meaning as defined in the Plan. A copy of the Plan and the U.S. prospectus for the Plan have been delivered to Optionee together with this Award Agreement.

2. Vesting and Option Expiration .

(a) General Rule . Except as otherwise provided under these Terms and Conditions, Optionee’s right under these Terms and Conditions to exercise this Option shall vest, on a cumulative basis, over a four (4) year period, as described in more detail in the foregoing Vesting Schedule and as provided in Section 17 of the Plan.

(b) Option Expiration Rules .

(1)

Non-Vested Shares of Stock . If Optionee’s continuous employment or service relationship (including service as an employee or as a consultant) with the Company terminates for any reason whatsoever while there are any non-vested shares of Stock subject to this Option under Section 2(a), then, except as provided in Section 17 of the Plan, this Option immediately upon such termination of employment or service shall expire and shall have no further force or effect and be null and void with respect to such non-vested shares of Stock; provided however, that upon a Life Event occurring, the interest of Optionee to this Option shall vest immediately as to a pro rata percentage of the non-vested shares of Stock subject to this Option and scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which Optionee was continuously employed by the Company or provided services to the Company beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of shares of Stock subject to this Option which were scheduled to vest on the next applicable Scheduled Vesting Date. For purposes of these Terms and Conditions, a “Life Event” shall mean Optionee’s death, Disability, or Qualified Retirement. For purposes of these Terms and Conditions, a “Qualified Retirement” shall occur upon Optionee’s voluntary resignation from the Company or any Affiliate (including Wright Medical Group, Inc.) that employs Optionee, provided that on the date of Optionee’s voluntary resignation, Optionee is sixty-five (65) years or older and Optionee has been continuously employed by the Company or any Affiliate (including Wright Medical Group, Inc. from the date on

which Optionee became an employee thereof) that employs Optionee for five (5) or more years.

(2)

Vested Shares of Stock . Optionee’s right to exercise the vested portion of this Option shall expire no later than the ten (10) year anniversary of the Grant Date. However, if Optionee’s employment or service relationship with the Company terminates before the ten (10) year anniversary of the Grant Date, Optionee’s right to exercise the vested portion of this Option shall expire and shall have no further force or effect and shall be null and void:


(A)	on the date Optionee’s employment or service relationship terminates if Optionee’s employment or service relationship terminates due to actions constituting Cause (as defined in the employment agreement between the Wright Medical Group, Inc. and Optionee, dated as of October 1, 2015 as in effect on the Grant Date (the “Employment Agreement”)),


(B)	on the one (1) year anniversary of the date Optionee’s employment or service relationship terminates as a result of Optionee’s death or Disability, or


(C)	at the end of the three (3) month period which starts on the date Optionee’s employment or service relationship terminates if Optionee’s employment or service relationship terminates other than (1) due to actions constituting Cause or (2) as a result of Optionee’s death or Disability.


(1)	Sale of Business Unit . The Committee, in connection with the sale of any Affiliate that employs the Optionee, division or other business unit of the Company, may, within the Committee’s discretion, take any or all of the following actions if this Option or the rights under this Option will be adversely affected by such transaction:


(A)	accelerate the time Optionee’s right to exercise this Option will vest under Section 2(a),

(B) provide for vesting after such sale or other disposition, or


(C)	extend the time at which this Option will expire (but not beyond the ten (10) year anniversary of the Grant Date).

Pursuant to and in accordance with the terms of the Plan, the Committee will exercise any discretion under this Award Agreement reasonably and in good faith.


(2)	Change in Control . If there is a Change in Control of the Company (including, subject to the terms of the Plan, a Change in Control as defined in the Employment Agreement), this Option shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

(3)

Affiliates . For purposes of these Terms and Conditions, any reference to the Company shall include any Affiliate that employs the Optionee, and a transfer of Optionee’s employment or service relationship between the Company and any Affiliate of the Company or between any Affiliates of the Company shall not be treated as a termination of employment or service relationship under the Plan or these Terms and Conditions.


(4)	Termination of Employment or Service Relationship . For purposes of these Terms and Conditions:


(A)	if Optionee’s employment with the Company terminates while a portion of the Option is unvested but Optionee at such time then becomes an independent consultant to the Company, Optionee shall continue to vest in the unvested portion of the Option pursuant to Section 2(a) so long as Optionee continues to provide services to the Company;

(B)

if Optionee’s employment with the Company terminates but Optionee at such time then becomes an independent consultant to the Company, the termination of Optionee’s employment shall not result in the expiration of the Option under Section 2(b)(1) or 2(b)(2); provided, Optionee’s right to exercise the vested portion of the Option shall expire no later than the ten (10) year anniversary of the Grant Date; and

(C)

Except in instances where Optionee becomes an independent consultant to the Company as provided in clauses (A) and (B) above, Optionee’s employment termination date shall mean the last day that Optionee actively performs services in an employer-employee relationship for the Company, without regard to the reason for Optionee’s cessation of service and without regard to any advance notice period as may be otherwise provided under local law.

(5)

Effect of Actions Constituting Agreement Breach or Cause . If Optionee is determined by the Committee, acting reasonably, to have breached, in any material respect, the non-compete, non-solicitation of employees or confidentiality provisions of Exhibit F to the Employment Agreement during or within one (1) year after the termination of employment or other service with the Company, irrespective of whether such breach or action or the Committee’s determination occurs before or after termination of Optionee’s employment or other service with the

Company and irrespective of whether or not Optionee was terminated as a result of such breach or his employment has been terminated for Cause (as defined in the Employment Agreement) or his employment could have been terminated for Cause, (i) all rights of Optionee under these Terms and Conditions shall terminate and be forfeited without notice of any kind, and (ii) the Committee in its discretion shall have the authority to rescind the unvested portion of this Option and to purchase from Optionee any shares delivered to Optionee pursuant to this Option Agreement. The total purchase price for the purchased shares shall be the lesser of 1) the Fair Market Value (as defined in the Plan) of each of the purchased shares on the date the Company’s delivery of its written notice to Optionee exercising its right of repurchase and 2) the Exercise Price. The total purchase price shall be delivered to Optionee against delivery of the certificates evidencing the purchased shares no later than 30 days after the delivery of the election notice by the Company. To extent such delay does not subject Optionee to additional taxes, interest and/or penalties under Section 409A of the U.S. Internal Revenue Code, the Company may defer the exercise of this Option for a period of up to six (6) months after receipt of Optionee’s written notice of exercise or the issuance of share certificates upon the exercise of this Option for a period of up to six (6) months after the date of such exercise in order for the Committee to make any determination as to the existence of such a breach, or Cause. This Section 2(c)(5) shall not apply following a Change in Control (as defined in the Plan or the Employment Agreement).

(6)

Clawback Policy . This Option and the shares of Stock issuable pursuant to this Option are subject to forfeiture or clawback by the Company to the extent required by law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes Oxley Act of 2002 and any implementing rules and regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time. By accepting the Option under this Award Agreement, Optionee agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of applicable law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to Optionee) or applicable law without further consent or action being required by Optionee. For purposes of the foregoing, Optionee expressly and explicitly authorizes the Company to issue instructions, on Optionee 's behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Optionee 's shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy implemented to

comply with any law, rule or regulation regarding clawback or recoupment of compensation conflict, the terms of the clawback / recoupment policy shall prevail.

(7)

Fractional Shares of Stock . Optionee’s right to exercise this Option shall not include a right to exercise this Option to purchase a fractional share of Stock. If Optionee exercises this Option on any date when this Option includes a fractional share of Stock, Optionee’s exercise right shall be rounded down to the nearest whole share of Stock and the fractional share shall be carried forward until that fractional share together with any other fractional shares can be combined to equal a whole share of Stock or this Option expires.

(8)

EU Age Discrimination Rules . If Optionee is a local national of and is employed in a country that is a member of the European Union, the grant of the Option and these Terms and Conditions governing the Option are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

3. Method of Exercise of Option .

(a)

General Rule . Optionee may exercise this Option in whole or in part (to the extent this Option is otherwise exercisable under Section 2 with respect to vested shares of Stock) only in accordance with the rules and procedures established from time to time by the Company for the exercise of an Option. In this regard, the Committee confirms that the Exercise Price shall be paid upon exercise in cash (including check, bank draft or money order), (ii) by a “net exercise” of the Option (as further described below); (iii) through cashless exercise procedure which is effected by an unrelated broker through a sale of Stock in the open market; or (iv) by a combination of such methods. In the case of a “net exercise” of this Option, Optionee shall receive the number of shares of Stock underlying this Option (or portion thereof so exercised) reduced by the number of shares of Stock equal to the aggregate Exercise Price of the Option (or portion thereof so exercised) divided by the Fair Market Value on the date of exercise (the “Reduced Shares of Stock”). In the event of a “net exercise” of this Option, this Option (or portion thereof so exercised) to purchase the Reduced Shares of Stock shall be cancelled in exchange for the right to receive an amount (the “Redemption Amount”) equal to the Fair Market Value of the Reduced Shares of Stock on the date of exercise. The Redemption Amount shall automatically be applied by the Company to satisfy the amount Optionee is required to pay to exercise the Option (or portion thereof so exercised). Thereafter, Optionee shall receive the number of shares of Stock

remaining after such Reduced Shares of Stock have been cancelled. Shares of Stock shall no longer be outstanding under this Option (and shall thereafter not be exercisable) following the exercise of this Option (or portion thereof so exercised) to the extent of (i) shares cancelled to pay the Exercise Price of this Option under the “net exercise,” (ii) shares actually delivered to Optionee as a result of such exercise and (iii) any shares withheld for purposes of tax withholding.

(b)

Except as otherwise provided in these Terms and Conditions, if Optionee resides in a country (or is employed in a country, if different) where the local foreign exchange rules and regulations either preclude the remittance of currency out of the country for purposes of paying the Exercise Price, or requires the Company and/or Optionee to secure any legal or regulatory approvals, complete any legal or regulatory filings, or undertake any additional steps for remitting currency out of the country, the Company may restrict the method of exercise to a form of cashless exercise or such other form(s) of exercise (as it determines in its discretion).

(c)

As a condition of the grant of this Option, Optionee agrees to repatriate all payments attributable to the Option in accordance with local foreign exchange rules and regulations in Optionee’s country of residence (and country of employment, if different). In addition, Optionee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in Optionee’s country of residence (and country of employment, if different). Finally, Optionee agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local laws, rules and regulations in Optionee’s country of residence (and country of employment, if different).

4. Income Tax and Social Insurance Contributions Withholding .

(a)

Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding other than a violation of these Terms and Conditions by the Company or an Affiliate (“Tax-Related Items”), Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant of the Option, the vesting of the Option, and the exercise of the Option; and (ii) does not commit to structure the terms of the Option or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. If Optionee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

(b)

Prior to the delivery of shares of Stock upon the exercise of the Option, if Optionee’s country of residence (and the country of employment, if different) requires withholding of Tax-Related Items, the Company shall withhold a sufficient number of whole shares of Stock otherwise issuable upon the exercise of the Option that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld shares of Stock shall be used to settle the withholding obligation). In cases where shares of Stock are withheld and the Fair Market Value of the number of whole shares of Stock withheld is greater than the minimum Tax-Related Items required to be withheld, the Company shall make a cash payment to Optionee equal to the difference as soon as administratively practicable. In the event the withholding requirements are not satisfied through the withholding of shares of Stock, no shares of Stock will be issued to Optionee unless and until satisfactory arrangements (as determined by the Committee) have been made by Optionee with respect to the payment of any Tax-Related Items which the Company determines, in its discretion, must be withheld or collected with respect to the Option. By accepting the grant of the Option, Optionee expressly consents to the withholding of shares of Stock, as provided for hereunder. All other Tax-Related Items related to the Option and any shares of Stock acquired pursuant to the exercise of the Option is Optionee’s sole responsibility.

5. Delivery and Other Laws . The Company shall deliver appropriate and proper evidence of ownership of any shares of Stock purchased pursuant to the exercise of this Option as soon as practicable after such exercise to the extent such delivery is then permissible under applicable law, rule or regulation, and such delivery shall discharge the Company of all of its duties and responsibilities with respect to this Option.

6. Non-Transferable . The Option may not be assigned, transferred, pledged or hypothecated in any manner other than (a) by will or the laws of descent or distribution or (b) to a “family member” as provided in Section 18.4 of the Plan. The person or persons, if any, to whom this Option is transferred shall be treated after Optionee’s death the same as Optionee under these Terms and Conditions.

7. No Right to Continue Employment or Service . Neither the Plan, this Option, nor any related material shall give Optionee the right to continue in employment by or perform services to the Company or any Affiliate or shall adversely affect the right of the Company or any Affiliate to terminate Optionee’s employment or service relationship with the Company or any Affiliate with or without Cause at any time.

8. Shareholder Status . Optionee shall have no rights as a shareholder of the Company with respect to any shares of Stock under this Option until such shares have been duly issued and delivered to Optionee, and no adjustment shall be made for dividends of any kind or description whatsoever or for distributions of rights of any kind or description whatsoever respecting such shares of Stock except as expressly set forth in the Plan.

9. Venue . For purposes of litigating any dispute that arises under this Option or these Terms and Conditions, the parties hereby submit to and consent to the jurisdiction of the State of

Tennessee, agree that such litigation shall be conducted in the courts of Shelby County, Tennessee, or the federal courts for the United States for the Western District of Tennessee.

10. Binding Effect . These Terms and Conditions shall be binding upon the Company and Optionee and their respective heirs, executors, administrators and successors.

11. Headings and Sections . The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions. All references to sections in these Terms and Conditions shall be to sections of these Terms and Conditions unless otherwise expressly stated as part of such reference.

12. Nature of the Grant . In accepting this Option grant, Optionee acknowledges that:


(a)	the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its discretion at any time, unless otherwise provided in the Plan or these Terms and Conditions;


(b)	except as otherwise provided in the Employment Agreement, the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future Option grants, or benefits in lieu of Option grants, even if Option grants have been granted repeatedly in the past;


(c)	all decisions with respect to future Option grants, if any, will be at the discretion of the Company;


(d)	Optionee is voluntarily participating in the Plan;

(e)

the Option grant is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company;


(f)	in the event that Optionee is not an employee of the Company, the Option will not be interpreted to form an employment contract or relationship with the Company;


(g)	the future value of the underlying shares of Stock is unknown and cannot be predicted with certainty and if Optionee vests in the Option grant, exercises this Option in accordance with the terms of these Terms and Conditions and is issued shares of Stock, the value of those shares may increase or decrease;


(h)	neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of Optionee's country of residence and the U.S. dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the settlement of the Option

or the subsequent sale of any shares of Stock acquired upon settlement of the Option;

(i)

in consideration of the grant of this Option, no claim or entitlement to compensation or damages shall arise from termination of this Option or diminution in value of this Option or shares of Stock acquired upon exercise of this Option resulting from termination of Optionee’s employment or service by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Optionee irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of these Terms and Conditions, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;


(j)	the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan, or Optionee’s purchase or sale of the underlying shares of Stock; and


(k)	Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or this Option.

13. Non-Negotiable Terms . The provisions of these Terms and Conditions are not negotiable, but Optionee may refuse to accept this Option by notifying immediately in writing the Company’s Senior Vice President and General Counsel or the Company’s Senior Vice President, Human Resources.

14. Data Privacy Consent . Pursuant to applicable personal data protection laws, the Company hereby notifies Optionee of the following in relation to Optionee’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s grant of the Option and Optionee’s participation in the Plan. The collection, processing and transfer of Optionee’s personal data is necessary for the Company’s administration of the Plan and Optionee’s participation in the Plan. Optionee’s denial and/or objection to the collection, processing and transfer of personal data may affect Optionee’s participation in the Plan. As such, Optionee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. .

The Company holds certain personal information about Optionee, including Optionee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all equity awards or any other entitlement to shares of Stock awarded, canceled, purchased, vested, unvested or outstanding in Optionee’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by Optionee or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in Optionee’s country of residence (and

country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for Optionee’s participation in the Plan.

The Company will transfer Data as necessary for the purpose of implementation, administration and management of Optionee’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Optionee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on Optionee’s behalf to a broker or other third party with whom Optionee may elect to deposit any shares of Stock acquired pursuant to the Plan.

Optionee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and Optionee’s participation in the Plan. Optionee may seek to exercise these rights by contacting Optionee’s local HR manager or the Company’s Human Resources Department.

15. Private Placement . If Optionee is resident and/or employed outside of the United States, the grant of the Option is not intended to be a public offering of securities in Optionee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the Option is not subject to the supervision of the local securities authorities. No employee of the Company is permitted to advise Optionee on whether Optionee should purchase shares of Stock under the Plan. Investment in shares of Stock involves a degree of risk. Before deciding to purchase shares of Stock pursuant to the Option, Optionee should carefully consider all risk factors relevant to the acquisition of shares of Stock under the Plan and should carefully review all of the materials related to the Option and the Plan. In addition, Optionee should consult with his or her personal investment advisor for professional investment advice.

16. Insider Trading/Market Abuse Laws . Optionee's country of residence may have insider trading and/or market abuse laws that may affect the Optionee 's ability to acquire or sell shares of Stock under the Plan during such times Optionee is considered to have “inside information” (as defined in the laws in Optionee 's country of residence). These laws may be the same or different from any Company insider trading policy. Optionee acknowledges that it is Optionee's responsibility to be informed of and compliant with such regulations, and Optionee is advised to consult with Optionee 's personal advisors for additional information.

17. Electronic Delivery . The Company may, in its discretion, decide to deliver any documents related to the Option granted to Optionee under the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18. English Language . If Optionee is resident and/or employed outside of the United States, Optionee acknowledges and agrees that it is Optionee’s express intent that these Terms and Conditions, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If Optionee has received these Terms and Conditions, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

19. Addendum . Notwithstanding any provisions of these Terms and Conditions to the contrary, the Option shall be subject to any special terms and conditions for Optionee’s country of residence (and country of employment, if different), as are set forth in the applicable Addendum to these Terms and Conditions. Further, if Optionee transfers residence and/or employment to another country reflected in an Addendum to these Terms and Conditions, the special terms and conditions for such country will apply to Optionee to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Optionee’s transfer). Any applicable Addendum shall constitute part of these Terms and Conditions.

20. Additional Requirements . The Company reserves the right to impose other requirements on the Option, any payment made pursuant to the Option, and Optionee’s participation in the Plan, to the extent the Company determines, in its discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring Optionee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

21. Miscellaneous . The Company agrees that Section 17.5 of the Plan shall not apply to Optionee and instead the treatment of the Option award shall be governed by Exhibit H to the Employment Agreement. The Company acknowledges that the Options will be exempt from Code Section 409A of the U.S. Internal Revenue Service under Treas. Reg. §1.409A-1(b)(5).

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

ADDENDUM TO

THE TERMS AND CONDITIONS

In addition to the provisions of the Wright Medical Group N.V. 2017 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”), and the Option Award Agreement (the “Option Award Agreement”), the Option is subject to the following additional terms and conditions as set forth in this addendum to the Terms and Conditions to the extent Optionee resides and/or is employed in one of the countries addressed herein (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Option Award Agreement. To the extent Optionee transfers residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to Optionee to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Optionee’s transfer).

AUSTRALIA

1. Compliance with Law . Notwithstanding anything to the contrary in the Option Award Agreement or the Plan, Optionee will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (the "Act"), any other provision of the Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

BRAZIL

1. Commercial Relationship . Optionee expressly recognizes that Optionee’s participation in the Plan and the Company’s grant of the Option does not constitute an employment relationship between Optionee and the Company. Optionee has been granted the Option as a consequence of the commercial relationship between the Company and the local Affiliate in Brazil that employs the Optionee, and the local Affiliate in Brazil is Optionee’s sole employer. Based on the foregoing, (a) Optionee expressly recognizes the Plan and the benefits Optionee may derive from participation in the Plan do not establish any rights between Optionee and the local Affiliate in Brazil, (b) the Plan and the benefits Optionee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the local Affiliate in Brazil, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of Optionee’s employment with the local Affiliate in Brazil.

2. Extraordinary Item of Compensation . Optionee expressly recognizes and acknowledges that Optionee’s participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as Optionee’s free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Option Award Agreement, and this Addendum. As such, Optionee acknowledges and agrees that the Company may, in its discretion, amend and/or discontinue Optionee’s participation in the Plan at any time and without any liability. The value of the Option is an extraordinary item of compensation outside the scope of Optionee’s employment contract, if any. The Option is not part of Optionee’s regular or expected compensation

for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the local Affiliate in Brazil.

BY SIGNING BELOW, OPTIONEE ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE TERMS AND CONDITIONS, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

CANADA

1. No Exercise by Using Previously Owned Shares . Notwithstanding any provision in the Terms and Conditions or the Plan to the contrary, if Optionee is resident in Canada, Optionee may not pay the Exercise Price by tendering shares of Stock already owned by Optionee.

2. Effective Date of Termination . Notwithstanding any language to the contrary set forth in the Option Award Agreement, for purposes of vesting and any post-termination exercise period under the Option, the Optionee’s employment will be considered terminated the date that the Optionee is no longer actively providing services (unless the Optionee is on a leave of absence approved by the Company), regardless of any notice period or period of pay in lieu of such notice required under applicable statutory law, regulatory law and/or common law; the Company shall have the discretion to determine when Optionee is no longer actively providing services for purposes of the Option.

FRANCE

1. Nature of the Award . The Option is not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

2. English Language . Optionee acknowledges and agrees that it is Optionee’s express intent that the Terms and Conditions, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If Optionee has received the Terms and Conditions, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

BY SIGNING BELOW, OPTIONEE ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE TERMS AND CONDITIONS, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

HONG KONG

1. IMPORTANT NOTICE . WARNING: The contents of the Option Award Agreement, the Addendum, the Plan, and all other materials pertaining to the Option and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. Optionee is hereby advised to exercise caution in relation to the offer thereunder. If Optionee has any doubts about any of the contents of the aforesaid materials, Optionee should obtain independent professional advice.

2. Nature of the Plan . The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the Option shall be null and void.

3. Wages . The Option and the shares of Stock subject to the Option do not form part of Optionee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

ITALY

1. Mandatory Cashless Exercise . Notwithstanding anything in Section 3(a) of the Terms and Conditions to the contrary, Optionee may exercise the Option only by means of a cashless “sell-all” exercise unless the amendments to the Italian Financial Services Act, which became effective 13 November 2012, permit the acquisition of shares of Stock pursuant to the exercise of the Option without the involvement of an authorized financial intermediary in Italy (in which case,

the Optionee may utilize any method of exercise permitted under the Terms and Conditions). Under a cashless “sell all” exercise, all of the shares of Stock issuable upon exercise of the Option will be sold and the sales proceeds (net from the payment of the Exercise Price and any taxes and social insurance contributions that are required to be withheld pursuant to Section 4 of the Terms and Conditions) will be paid to Optionee in cash.

NETHERLANDS

1. Waiver of Termination Rights . As a condition to the grant of the Option, Optionee hereby waives any and all rights to compensation or damages as a result of the termination of Optionee’s employment with the Company or any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) Optionee ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.

UNITED KINGDOM

1. Income Tax and Social Insurance Contribution Withholding . The following provisions shall replace Section 4 of the Terms and Conditions:

(b) As a condition of settling the Option following the date of exercise, the Company shall be entitled to withhold and Optionee agrees to pay, or make adequate arrangements satisfactory to the Company to satisfy, all obligations of the Company to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Optionee authorizes the Company to withhold all applicable Tax-Related Items legally payable by Optionee from any wages or other cash compensation paid to Optionee by the Company. Alternatively, or in addition, if permissible under local law, Optionee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by Optionee by one or a combination of the following: (i) withholding otherwise deliverable shares of Stock; (ii) arranging for the sale of shares of Stock otherwise deliverable to Optionee (on Optionee’s behalf and at Optionee’s direction pursuant to this authorization); or (iii) withholding from the proceeds of the sale of any shares of Stock acquired upon the exercise of the Option. If the obligation for Tax-Related Items is satisfied by withholding a number of whole shares of Stock as described herein, Optionee shall be deemed to have been issued the full number of whole shares of Stock issued in exercise of the Option, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Option. If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), Optionee has relocated to a country other than the United Kingdom, Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in

more than one country, including the United Kingdom. Optionee also agrees that the Company may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which Optionee may have to recover any overpayment from the relevant tax authorities.

(c) Optionee shall pay to the Company any amount of Tax-Related Items that the Company may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days after the end of the UK tax year in which the Chargeable Event occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), Optionee agrees that the amount of any uncollected Tax-Related Items shall (assuming Optionee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by Optionee to the Company, effective on the Due Date. Optionee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any shares of Stock otherwise payable in exercise of the Option.

2. Exclusion of Claim . Optionee acknowledges and agrees that Optionee will have no entitlement to compensation or damages in consequence of the termination of Optionee’s employment with the Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from Optionee’s ceasing to have rights under or to be entitled to exercise the Option as a result of such termination, or from the loss or diminution in value of the Option. Upon the grant of the Option, Optionee shall be deemed to have irrevocably waived any such entitlement.

* * * * *

WRIGHT MEDICAL GROUP N.V.

By: __________________________

Name:

Title:

* * * * *

Optionee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions hereof and thereof. Optionee has reviewed this Option Award Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel and fully understands all provisions of this Option Award Agreement and the Plan . Optionee also acknowledges receipt of the U.S. prospectus for the Plan.



Dated:__________________________	Signed:_______________________________

	Name:________________________________

	Address:______________________________
	__________________________________________________
	__________________________________________________

Exhibit 10.7

PALMISANO RSU AWARD GRANT

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “Company”), in accordance with the Wright Medical Group N.V. 2017 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”), hereby grants to the individual named below, who shall be referred to as “Grantee”, a restricted stock unit award (the “RSU Award”) for the number of ordinary shares of the Company (“Stock”) as indicated below, which RSU and the issuance of such underlying shares of Stock shall be subject to all of the terms and conditions of this Restricted Stock Unit Award Agreement (this “Award Agreement”), which include the Terms and Conditions (the “Terms and Conditions”) and any addendum established pursuant to Section 19 of the Terms and Conditions (the “Addendum”), as well as the terms and conditions of the Plan. This grant has been made as of the grant date indicated below, which shall be referred to as the “Grant Date”.



Grant Number:	[ ]
Grantee:	[NAME]
Grant Date:	[DATE]
Total Number of Shares of Stock Subject to RSU Award:	[ ] shares of Stock, subject to adjustment as provided in the Plan.
Vesting Schedule:	Except as otherwise provided in the Terms and Conditions, Grantee’s interest in the shares of Stock subject to this RSU Award shall vest and be issued in four (4) equal as possible annual installments commencing on the August 15 next following the one year anniversary of the Grant Date and thereafter on each successive August 15 until fully vested; provided, however, that if the foregoing schedule results in the vesting date of the first installment being more than 13 months from the Grant Date, then, in such event, the RSU Award will vest in four (4) equal as possible annual installments on each of the one-year, two-year, three-year and four-year anniversaries of the Grant Date (each such applicable vesting date, a “Scheduled Vesting Date”); provided further that in all events the Participant remains continuously employed by or provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.).

TERMS AND CONDITIONS

1. Plan and Award Agreement . This RSU Award is subject to these Terms and Conditions and the Plan and the Company hereby represents that this RSU Award is being made pursuant to and in conformity with the provisions of the Plan and is a valid and binding RSU Award in accordance with its terms. If a determination is made that any provisions of these Terms and Conditions is inconsistent with the Plan, these Terms and Conditions shall control. All of the capitalized terms used in these Terms and Conditions not otherwise defined herein shall have the same meaning as defined in the Plan. A copy of the Plan and the U.S. prospectus for the Plan have been delivered to Grantee together with this Award Agreement.

2. Shareholder Status . Grantee shall have no rights as a shareholder of the Company with respect to the shares of Stock subject to this RSU Award until such shares have been issued pursuant to Section 3 of these Terms and Conditions. Notwithstanding the generality of the foregoing, Grantee shall not be entitled to vote any of the shares of Stock subject to this RSU Award, or otherwise exercise any incidents of ownership with respect to such shares of Stock until such shares have been issued pursuant to Section 3 of these Terms and Conditions but shall be entitled to dividend equivalents with respect to dividends declared on Stock and such dividend equivalents shall vest and be delivered in the same manner as the shares of Stock subject to this RSU Award.

3. Vesting and Conditions to Issuance of Shares of Stock; Forfeiture .


(a)	Vesting and Conditions to Issuance of Shares of Stock . Except as otherwise provided under these Terms and Conditions, Grantee’s interest in the shares of Stock subject to this RSU Award shall vest and be issued immediately thereafter in such increments and at such times as indicated in the Vesting Schedule set forth in this Award Agreement and as provided in Section 17 of the Plan.


(b)	Forfeiture of Rights to Receive Unissued Shares of Stock .

(1)

If Grantee’s continuous employment or service relationship (including service as an employee or as a consultant) with the Company terminates for any reason whatsoever before his or her interest in all of the shares of Stock subject to this RSU Award have vested and become issuable under Section 3(a), then Grantee shall (except as provided in Section 17 of the Plan) forfeit his or her rights to receive all of the remaining shares of Stock subject to this RSU Award that have not vested and been issued as of the date Grantee’s employment or service relationship with the Company so terminates; provided however, that upon Grantee’s death, the interest of Grantee in the shares of Stock subject to this RSU Award shall vest immediately and in full; and provided, further, that upon a Life Event (as hereinafter defined) occurring, the

interest of Grantee in the shares of Stock subject to this RSU Award shall vest immediately as to a pro rata percentage of the non-vested shares of Stock subject to this RSU Award and scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which Grantee was continuously employed by the Company or provided services to the Company beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of shares of Stock subject to this RSU Award which were scheduled to vest on the next applicable Scheduled Vesting Date. For purposes of these Terms and Conditions, a “Life Event” shall mean Grantee’s Disability or Qualified Retirement. For purposes of these Terms and Conditions, a “Qualified Retirement” shall occur upon Grantee’s voluntary termination of employment from the Company or any Affiliate (including with any employment with Wright Medical Group, Inc.) that employs Grantee, provided that on the date of the Grantee’s voluntary termination of employment, Grantee is sixty-five (65) years or older and Grantee has been continuously employed by the Company or any Affiliate (including Wright Medical Group, Inc. from the date on which Grantee became an employee thereof) that employs Grantee for five (5) or more years.

(2)

Notwithstanding Section 3(b)(1), if Grantee’s employment with the Company terminates before his or her interest in all of the shares of Stock subject to this RSU Award have vested and become issuable under Section 3(a) but Grantee at such time then becomes an independent consultant to the Company, Grantee’s rights under these Terms and Conditions shall continue to vest in accordance with Section 3(a) so long as Grantee continues to provide services to the Company and such change in status does not constitute a “separation from service” under Section 409A of the Code.

(3)

Except in instances where Grantee becomes an independent consultant to the Company as provided in clause (2) above, Grantee’s employment termination date shall mean the last day that Grantee actively performs services in an employer-employee relationship for the Company, without regard to the reason for Grantee’s cessation of service and without regard to any advance notice period as may be otherwise provided under local law.


(c)	Affiliates . For purposes of these Terms and Conditions, any reference to the Company shall include any Affiliate that employs

Grantee, and a transfer of Grantee’s employment or service relationship between the Company and any Affiliate of the Company or between any Affiliates of the Company shall not be treated as a termination of employment or service relationship under the Plan or these Terms and Conditions.

(d)

Effect of Actions Constituting Agreement Breach or Cause . If Grantee is determined by the Committee, acting reasonably, to have breached, in any material respect, the non-compete, non-solicitation of employees or confidentiality provisions of Exhibit F to the employment agreement between Wright Medical Group, Inc. and Grantee, dated as of October 1, 2015 and as in effect on the Grant Date (the “Employment Agreement”), during or within one (1) year after the termination of employment or other service with the Company, irrespective of whether such breach or action or the Committee’s determination occurs before or after termination of Grantee’s employment or other service with the Company and irrespective of whether or not Grantee was terminated as a result of such breach or his employment has been terminated for Cause (as defined in the Employment Agreement) or his employment could have been terminated for Cause, (i) all rights of Grantee under these Terms and Conditions shall terminate and be forfeited without notice of any kind, and (ii) the Committee in its discretion shall have the authority to rescind the unvested portion of this RSU Award and to purchase from Grantee any vested and delivered shares (including any dividend equivalents paid to Grantee). The total purchase price for the purchased shares shall be the lesser of 1) the Fair Market Value (as defined in the Plan) of each of the purchased shares on the date the Company’s delivery of its written notice to Grantee exercising its right of repurchase and 2) the Fair Market Value of each purchased share on the date that such shares vested to the Grantee without regard to any election by Grantee under Section 83(b) of the U.S. Internal Revenue Code. The total purchase price shall be delivered to the Grantee against delivery of the certificates evidencing the purchased shares no later than 30 days after the delivery of the election notice by the Company. This Section 3(d) shall not apply following a Change in Control (as defined in the Plan or the Employment Agreement). Pursuant to and in accordance with the terms of the Plan, the Committee will exercise any discretion under this Award Agreement reasonably and in good faith.

(e)

Clawback Policy . This RSU Award and the shares of Stock issuable pursuant to this RSU Award are subject to forfeiture or clawback by the Company to the extent required by law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes Oxley Act of 2002 and any implementing rules and regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time.

By accepting this RSU Award, Grantee agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of applicable law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to Grantee) or applicable law without further consent or action being required by Grantee. For purposes of the foregoing, Grantee expressly and explicitly authorizes the Company to issue instructions, on Grantee's behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Grantee's shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy implemented to comply with any law, rule or regulation regarding clawback or recoupment of compensation conflict, the terms of the clawback / recoupment policy shall prevail.


(f)	Sale of Business Unit . The Committee, in connection with the sale of any Affiliate, division or other business unit of the Company, may, within the Committee’s discretion, take any or all of the following actions if this RSU Award or the rights under this RSU Award will be adversely affected by such transaction:


(1)	Accelerate the time Grantee’s interest in the shares of Stock subject to this RSU Award will vest and be issued under Section 3(a), provided that any acceleration of issuance will be handled in a manner which does not result in the Grantee incurring a tax under Section 409A of the Internal Revenue Code, or

(2) Provide for vesting after such sale or other disposition.

(g)

EU Age Discrimination Rules . If Grantee is a local national of and is employed in a country that is a member of the European Union, this RSU Award and these Terms and Conditions are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

4. Change in Control . If there is a Change in Control of the Company (including, subject to the terms of the Plan, a Change in Control as defined in the Employment Agreement

except to the extent that use of this definition would result in the Grantee incurring a tax under Section 409A of the Internal Revenue Code), this RSU Award shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

5. Issuance of Shares of Stock; Book-Entry or Stock Certificates .

(a)

Share Settlement . As soon as practicable, but not more than 30 days, after each date as of which shares of Stock subject to this RSU Award become vested and issuable pursuant to Section 3, the Company shall direct its transfer agent to issue such number of shares of Stock in the name of Grantee or a nominee in book entry; provided, however, that if the Grantee is a “specified employee,” as described in Section 409A of the Code and determined by the Company, on the date of his Qualified Retirement then issuance of the shares of Stock subject to this RSU Award that become vested and issuable pursuant to Section 3 due to the Grantee’s Qualified Retirement will be made within 30 days after the six-month anniversary of the Grantee’s termination of employment.

(b)

Cash Settlement . Notwithstanding anything in these Terms and Conditions to the contrary, the Company may, in its discretion, settle all or a portion of this RSU Award in the form of a cash payment to the extent settlement in shares of Stock is prohibited under Applicable Law, with such cash payment being determined based on the Fair Market Value of such shares of Stock. Alternatively, the Company may, in its discretion, settle all or a portion of this RSU Award in the form of shares of Stock but require an immediate sale of such shares of Stock (in which case, these Terms and Conditions shall give the Company the authority to issue sales instructions on Grantee’s behalf). In all events such settlements shall be made or paid in the time period set forth in Section 5(a) for Shares.

(c)

Repatriation; Compliance with Laws . As a condition of the award of this RSU Award, Grantee agrees to repatriate all payments attributable to the RSU Award in accordance with local foreign exchange rules and regulations in Grantee’s country of residence (and country of employment, if different). In addition, Grantee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in Grantee’s country of residence (and country of employment, if different). Finally, Grantee agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local laws, rules and regulations in Grantee’s country of residence (and country of employment, if different).

6. Non-Transferable . The RSU Award may not be assigned, transferred, pledged or hypothecated in any manner other than by will or the laws of descent or distribution.

7. Other Laws . The Company shall have the right to refuse to issue to Grantee or transfer shares of Stock subject to this RSU Award if the Company, acting in its discretion,

determines that the issuance or transfer of such shares of Stock would constitute a violation by Grantee or the Company of any applicable law or regulation.

8. Income Tax and Social Insurance Contributions Withholding .

(a)

Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding other than a violation of these Terms and Conditions by the Company or an Affiliate (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU Award, including the award of the RSU Award, the vesting of the RSU Award, and the settlement of the RSU Award; and (ii) does not commit to structure the terms of the RSU Award or any aspect of the RSU Award to reduce or eliminate Grantee’s liability for Tax-Related Items. If Grantee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.


(b)	Prior to any relevant taxable or tax withholding event, as applicable, Grantee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.

(1)

In this regard, by accepting this RSU Award, Grantee hereby elects, effective on the date Grantee accepts this RSU Award, to sell shares of Stock issued in respect of this RSU Award in an amount determined in accordance with this Section and to allow the Agent (as defined below) to remit the cash proceeds of such sales to the Company as more specifically set forth below (a “Sell to Cover”) to permit Grantee to satisfy all Tax-Related Items to the extent the Tax Related Items are not otherwise satisfied pursuant to Section 8(b)(2), and in furtherance of the foregoing, hereby appoints Bank of America Merrill Lynch or any stock plan service provider or brokerage firm designated by the Company for such purpose (the “Agent”) as Grantee’s Agent, and authorizes the Agent, to:

(A)

Sell on the open market at the then prevailing market price(s), on Grantee’s behalf, as soon as practicable on or after the date on which the shares of Stock are delivered to Grantee pursuant to Section 5(a) in connection with the vesting of this RSU Award, the minimum number of shares of Stock (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items that is not otherwise satisfied pursuant to Section 8(b)(2) and all

applicable fees and commissions due to, or required to be collected by, the Agent;


(B)	Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;


(C)	Retain the amount required to cover all applicable fees and commissions due to, or required to be collected by, the Agent, relating directly to the sale of Shares referred to in clause (A) above; and


(D)	Remit any remaining funds to Grantee.

(2)

Alternatively, if any Tax Related Items remain due after the application of clause 8(b)(1) above, Grantee authorizes the Company, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding whole shares of Stock from the shares of Stock issued or otherwise issuable to Grantee in connection with this RSU Award at Fair Market Value equal to the amount of the Tax-Related Items and if any deficit remains that is attributable to the fact that only whole shares are withheld, requiring Grantee to pay the deficit to the Company or withholding the amount from other current cash compensation due to Grantee; provided, however, that the number of such shares of Stock and cash so withheld and paid shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income.

(3)

If the Company over-withholds, Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in shares of Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Stock, for tax purposes, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested RSU Award notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of Grantee’s participation in the Plan. The Company may refuse to issue or deliver shares of Stock to Grantee if Grantee fails to comply with its obligations in connection with the Tax-Related Items.

(c)

Grantee acknowledges that the authorization and instruction to the Agent set forth in Section 8(b)(1)(A) above to sell shares of Stock to cover the Tax-Related Items is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act (regarding trading of the Company’s securities on the basis of material nonpublic

information) (a “10b5-1 Plan”). This 10b5-1 Plan is being adopted to permit Grantee to sell a number of shares of Stock issued upon settlement of vested RSU Award sufficient to pay the Tax-Related Items. Grantee hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of shares of Stock that must be sold pursuant to this Section to satisfy Grantee’s obligations hereunder.

Grantee acknowledges that the Agent is under no obligation to arrange for the sale of shares of Stock at any particular price under this 10b5-1 Plan and that the Agent may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions resulting from bunched orders may be assigned to Grantee’s account. Grantee further acknowledges that Grantee will be responsible for all brokerage fees and other costs of sale, and Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. Grantee acknowledges that it may not be possible to sell shares of Stock during the term of this 10b5-1 Plan due to (a) a legal or contractual restriction applicable to Grantee or to the broker, (b) a market disruption, (c) rules governing order execution priority on the NASDAQ or other exchange where the shares of Stock may be traded, (d) a sale effected pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected under this 10b5-1 Plan. In the event of the Agent’s inability to sell shares of Stock, Grantee, will continue to be responsible for the Tax-Related Items.

Grantee hereby agrees to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of this 10b5-1 Plan. Grantee acknowledges that this 10b5-1 Plan is subject to the terms of any policy adopted now or hereafter by the Company governing the adoption of 10b5-1 plans. The Agent is a third party beneficiary of Section 8(b)(1)(A) and this 10b5-1 Plan.

This 10b5-1 Plan shall terminate not later than the date on which all Tax-Related Items arising from the vesting of this RSU Award and the related issuance of shares of Stock have been satisfied.

(d) The Company agrees that Section 17.5 of the Plan shall not apply to Grantee and instead the treatment of the Shares subject to the RSU Award hereunder shall be governed by Exhibit H to the Employment Agreement.

Data Privacy Consent . Pursuant to applicable personal data protection laws, the Company hereby notifies Grantee of the following in relation to Grantee’s personal data and the collection, use, processing and transfer of such data in relation to the Company’s award of the RSU Award and Grantee’s participation in the Plan. The collection, processing and transfer of Grantee’s personal data is necessary for the Company’s administration of the Plan and Grantee’s participation in the Plan. Grantee’s denial and/or objection to the collection,

processing and transfer of personal data may affect Grantee’s participation in the Plan. As such, Grantee voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company holds certain personal information about Grantee, including Grantee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all equity awards or any other entitlement to shares of Stock awarded, canceled, purchased, vested, unvested or outstanding in Grantee’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by Grantee or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in Grantee’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for Grantee’s participation in the Plan.

The Company will transfer Data as necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. Grantee hereby authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of Stock acquired pursuant to the Plan.

Grantee may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and Grantee’s participation in the Plan. Grantee may seek to exercise these rights by contacting Grantee’s local HR manager or the Company’s Human Resources Department.

10. No Right to Continue Employment or Service . None of the Plan, this Award Agreement, or any related material shall give Grantee the right to remain employed by the Company or any Affiliate or to continue in the service of the Company or any Affiliate in any other capacity.

11. Venue . For purposes of litigating any dispute that arises under this RSU Award or these Terms and Conditions, the parties hereby submit to and consent to the jurisdiction of the State of Tennessee, agree that such litigation shall be conducted in the courts of Shelby County, Tennessee, or the federal courts for the United States for the Western District of Tennessee.

12. Binding Effect . This Award Agreement shall be binding upon the Company and Grantee and their respective heirs, executors, administrators and successors.

13. Headings and Sections . The headings contained in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions. All references to sections herein shall be to sections of these Terms and Conditions unless otherwise expressly stated as part of such reference.

14. Nature of the Grant . In accepting this RSU Award, Grantee acknowledges that:


(a)	the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company in its discretion at any time, unless otherwise provided in the Plan or these Terms and Conditions;


(b)	except as otherwise provided in the Employment Agreement, the RSU Award is voluntary and occasional and does not create any contractual or other right to receive a future RSU Awards, or benefits in lieu of a RSU Award, even if the RSU Award has been granted repeatedly in the past;


(c)	all decisions with respect to future RSU Awards, if any, will be at the discretion of the Company;


(d)	Grantee is voluntarily participating in the Plan;

(e)

the RSU Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event shall be considered as compensation for, or relating in any way to, past services for the Company;


(f)	in the event that Grantee is not an employee of the Company, the RSU Award will not be interpreted to form an employment contract or relationship with the Company;


(g)	the future value of the underlying shares of Stock subject to this RSU Award is unknown and cannot be predicted with certainty and if Grantee vests in the RSU Award and is issued the shares of Stock, the value of those shares may increase or decrease;


(h)	neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of

Grantee's country of residence and the U.S. dollar that may affect the value of the RSU Award or of any amounts due to Grantee pursuant to the settlement of the RSU Award or the subsequent sale of any shares of Stock acquired upon settlement of the RSU Award;

(i)

in consideration of the award of the RSU Award, no claim or entitlement to compensation or damages shall arise from termination of the RSU Award or diminution in value of the RSU Award or shares of Stock acquired upon vesting of the RSU Award resulting from termination of Grantee’s employment or service by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and Grantee irrevocably releases the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

(j)

in the event of termination of Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s right to receive the RSU Award and vest in the RSU Award under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively employed or providing service and will not be extended by any notice period mandated under local law (e.g., active employment or service would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of Grantee’s employment or service (whether or not in breach of local labor laws), Grantee’s right to vest in the RSU Award after such termination, if any, will be measured by the date of termination of Grantee’s active employment or service and will not be extended by any notice period mandated under local law; the Committee shall have the discretion to determine when Grantee is no longer actively employed or providing service for purposes of his or her RSU Award;


(k)	the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying shares of Stock; and


(l)	Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the RSU Award.

15. Private Placement . If Grantee is resident and/or employed outside of the United States, the RSU Award is not intended to be a public offering of securities in Grantee’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filing with the local securities authorities (unless otherwise required under local law), and the RSU Award is not subject to the supervision of the local securities authorities.

16. Insider Trading/Market Abuse Laws . Grantee's country of residence may have insider trading and/or market abuse laws that may affect the Grantee's ability to acquire or sell shares of Stock under the Plan during such times Grantee is considered to have "inside information" (as defined in the laws in Grantee's country of residence). These laws may be the same or different from any Company insider trading policy. Grantee acknowledges that it is Grantee's responsibility to be informed of and compliant with such regulations, and Grantee is advised to consult with Grantee's personal advisors for additional information.

17. Electronic Delivery . The Company may, in its discretion, decide to deliver any documents related to the RSU Award to Grantee under the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

18. English Language . If Grantee is resident and/or employed outside of the United States, Grantee acknowledges and agrees that it is Grantee’s express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSU Award, be drawn up in English. If Grantee has received this Award Agreement, the Plan or any other documents related to the RSU Award translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

19. Addendum . Notwithstanding any provisions of these Terms and Conditions to the contrary, the RSU Award shall be subject to any special terms and conditions for Grantee’s country of residence (and country of employment, if different), as are forth in the applicable Addendum to these Terms and Conditions. Further, if Grantee transfers residence and/or employment to another country reflected in an Addendum to these Terms and Conditions, the special terms and conditions for such country will apply to Grantee to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the RSU Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Grantee’s transfer). Any applicable Addendum shall constitute part of the Terms and Conditions.

20. Additional Requirements . The Company reserves the right to impose other requirements on the RSU Award, any payment made pursuant to the RSU Award, and Grantee’s participation in the Plan, to the extent the Company determines, in its discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the RSU Award and the Plan. Such requirements may include (but are not limited to) requiring Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

21. Section 409A . This RSU Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), shall be construed and administered consistent with such intention. A termination of employment under this RSU Award shall not be deemed to have occurred unless such termination constitutes a “separation from service” under Section 409A of the Code and, in such case, references to a termination of employment shall mean “separation from service.” A Disability under Section 3(b)(1) must constitute a “disability” under Section 409A of the Code. To the extent this RSU Award constitutes

a deferral of compensation subject to Section 409A of the Code and if there is a change in the time of payment upon a Change in Control, then, solely for purposes of applying such change in the time of payment, a Change in Control shall be deemed to have occurred only if the event would also constitute a change in ownership or effective control of, or a change in ownership of a substantial portion of the assets of, the Company under Section 409A of the Code.

[Remainder of page intentionally left blank]

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

ADDENDUM TO

THE TERMS AND CONDITIONS

In addition to the provisions of the Wright Medical Group N.V. 2017 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”), and the Restricted Stock Unit Award Agreement (the “Award Agreement”), the RSU Award is subject to the following additional terms and conditions as set forth in this addendum to the Terms and Conditions to the extent Grantee resides and/or is employed in one of the countries addressed herein (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. To the extent Grantee transfers residence and/or employment to another country, the special terms and conditions for such country as reflected in this Addendum (if any) will apply to Grantee to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSU Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Grantee’s transfer).

AUSTRALIA

1. Compliance with Law . Notwithstanding anything to the contrary in the Award Agreement or the Plan, Grantee shall not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth) (the "Act"), any other provision of the Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits.

BRAZIL

1. Commercial Relationship . Grantee expressly recognizes that Grantee’s participation in the Plan and the Company’s grant of the RSU Award does not constitute an employment relationship between Grantee and the Company. Grantee has been granted the RSU Award as a consequence of the commercial relationship between the Company and the local Affiliate in Brazil that employs Grantee, and the local Affiliate in Brazil is Grantee’s sole employer. Based on the foregoing, (a) Grantee expressly recognizes the Plan and the benefits Grantee may derive from participation in the Plan do not establish any rights between Grantee and the local Affiliate in Brazil, (b) the Plan and the benefits Grantee may derive from participation in the Plan are not part of the employment conditions and/or benefits provided by the local Affiliate in Brazil, and (c) any modifications or amendments of the Plan by the Company, or a termination of the Plan by the Company, shall not constitute a change or impairment of the terms and conditions of Grantee’s employment with the local Affiliate in Brazil.

2. Extraordinary Item of Compensation . Grantee expressly recognizes and acknowledges that Grantee’s participation in the Plan is a result of the discretionary and unilateral decision of the Company, as well as Grantee’s free and voluntary decision to participate in the Plan in accord with the terms and conditions of the Plan, the Award Agreement, and this Addendum. As such, Grantee acknowledges and agrees that the Company may, in its discretion, amend and/or discontinue Grantee’s participation in the Plan at any time and without any liability.

The value of the RSU Award is an extraordinary item of compensation outside the scope of Grantee’s employment contract, if any. The RSU Award is not part of Grantee’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the local Affiliate in Brazil.

BY SIGNING BELOW, GRANTEE ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE TERMS AND CONDITIONS, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

CANADA

1. Settlement in Shares of Stock . Notwithstanding anything to the contrary in the Terms and Conditions or the Plan, the RSU Award shall be settled only in shares of Stock (and may not be settled via a cash payment).

2. Effective Date of Termination . Notwithstanding any language to the contrary set forth in the Award Agreement, for purposes of vesting under the RSU Award, the Grantee’s employment will be considered terminated the date that the Grantee is no longer actively providing services (unless the Grantee is on a leave of absence approved by the Company), regardless of any notice period or period of pay in lieu of such notice required under applicable statutory law, regulatory law and/or common law; the Company shall have the discretion to determine when Grantee is no longer actively providing services for purposes of the RSU Award.

FRANCE

1. Nature of the Award . The RSU Award is not granted under the French specific regime provided by Articles L225-177-1 and seq. of the French commercial code.

2. English Language . Grantee acknowledges and agrees that it is Grantee’s express intent that the Terms and Conditions, the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSU Award, be drawn up in English. If Grantee has received the Terms and Conditions, the Award Agreement, the Plan or any other documents related to the RSU Award translated into a language other

than English, and if the meaning of the translated version is different than the English version, the English version will control.

BY SIGNING BELOW, GRANTEE ACKNOWLEDGES, UNDERSTANDS AND AGREES TO THE PROVISIONS OF THE TERMS AND CONDITIONS, THE AWARD AGREEMENT, THE PLAN AND THIS ADDENDUM.

__________________________________

Signature

__________________________________

Printed Name

_____________________

Date

IMPORTANT NOTE: THIS ADDENDUM MUST BE SIGNED AND RETURNED TO THE LOCAL HR DEPARTMENT OF WRIGHT AS SOON AS REASONABLY POSSIBLE BUT NO LATER THAN 10 DAYS AFTER THE GRANT DATE.

HONG KONG

1. IMPORTANT NOTICE . WARNING: The contents of the Award Agreement, the Addendum, the Plan, and all other materials pertaining to the RSU Award and/or the Plan have not been reviewed by any regulatory authority in Hong Kong. Grantee is hereby advised to exercise caution in relation to the offer thereunder. If Grantee has any doubts about any of the contents of the aforesaid materials, Grantee should obtain independent professional advice.

2. Nature of the Plan . The Company specifically intends that the Plan will not be treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the RSU Award shall be null and void.

3. Settlement in Shares of Stock . Notwithstanding anything to the contrary in the Terms and Conditions or the Plan, the RSU Award shall be settled only in shares of Stock (and may not be settled via a cash payment).

4. Wages . The RSU Award and the shares of Stock subject to the RSU Award do not form part of Grantee’s wages for the purposes of calculating any statutory or contractual payments under Hong Kong law.

NETHERLANDS

1. Waiver of Termination Rights . As a condition to the award of the RSU Award, Grantee hereby waives any and all rights to compensation or damages as a result of the termination of Grantee’s employment with the Company or any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) Grantee ceasing to have rights under, or ceasing to be entitled to any awards under the Plan as a result of such termination.

UNITED KINGDOM

1. Income Tax and Social Insurance Contribution Withholding . The following provisions shall replace Section 8 of the Terms and Conditions:

(a) Regardless of any action the Company takes with respect to any or all income tax and primary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant or vesting of the RSU Award, or the release or assignment of the RSU Award for consideration, or the receipt of any other benefit in connection with the RSU Award (“Tax-Related Items”), Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by Grantee is and remains Grantee’s responsibility and that the Company: (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU Award, including the award of the RSU Award,, the vesting of the RSU Award, the settlement of the vested RSU Award, the subsequent sale of any shares of Stock acquired pursuant to the RSU Award, and the receipt of any dividends or dividend equivalents ; and (ii) does not commit to structure the terms of the RSU Award or any aspect of the RSU Award to reduce or eliminate Grantee’s liability for Tax-Related Items. If Grantee becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

(b) As a condition of settling the RSU Award following the date of vesting, the Company shall be entitled to withhold and Grantee agrees to pay, or make adequate arrangements satisfactory to the Company to satisfy, all obligations of the Company to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by Grantee from any salary/wages or other cash compensation paid to Grantee by the Company. Alternatively, or in addition, if permissible under local law, Grantee authorizes the Company, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by Grantee by one or a combination of the following: (i) withholding otherwise deliverable shares of Stock; (ii) arranging for the sale of shares of Stock otherwise deliverable to Grantee (on Grantee’s behalf and at Grantee’s direction pursuant to this authorization); or (iii) withholding from the proceeds of the sale of any shares of Stock acquired upon the vesting of the RSU Award. If the obligation for Tax-Related Items is satisfied by withholding a number of whole shares of Stock as described herein, Grantee shall be deemed to have been issued the full number of whole shares of Stock issued upon vesting of the RSU

Award, notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the RSU Award.

(c) If, by the date on which the event giving rise to the Tax-Related Items occurs (the “Chargeable Event”), Grantee has relocated to a country other than the United Kingdom, Grantee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country, including the United Kingdom. Grantee also agrees that the Company may determine the amount of Tax-Related Items to be withheld and accounted for by reference to the maximum applicable rates, without prejudice to any right which Grantee may have to recover any overpayment from the relevant tax authorities.

(d) Grantee shall pay to the Company any amount of Tax-Related Items that the Company may be required to account to HMRC with respect to the Chargeable Event that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days after the end of the UK tax year in which the Chargeable Event occurs or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), Grantee agrees that the amount of any uncollected Tax-Related Items shall (assuming Grantee are not a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), constitute a loan owed by Grantee to the Company, effective on the Due Date. Grantee agrees that the loan will bear interest at the then-current HMRC Official Rate and it will be immediately due and repayable, and the Company may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver any shares of Stock acquired under the Plan.

2. Exclusion of Claim . Grantee acknowledges and agrees that Grantee will have no entitlement to compensation or damages in consequence of the termination of Grantee’s employment with the Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from Grantee’s ceasing to have rights under or to be entitled to vesting of the RSU Award as a result of such termination, or from the loss or diminution in value of the RSU Award. Upon the award of the RSU Award, Grantee shall be deemed to have irrevocably waived any such entitlement.

* * * * *

WRIGHT MEDICAL GROUP N.V.

By: ____________________________

Name:

Title:

* * * * *

Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the RSU Award subject to all of the terms and provisions hereof and thereof. Grantee has reviewed this Award Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel and fully understands all provisions of this Award Agreement and the Plan . Grantee also acknowledges receipt of the U.S. prospectus for the Plan.



Dated:__________________________	Signed:_______________________________

	Name:________________________________

	Address:______________________________
	__________________________________________________
	__________________________________________________

Exhibit 10.8

PALMISANO PERFORMANCE AWARD GRANT

NOTICE OF PERFORMANCE AWARD GRANT

UNDER THE WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”) hereby grants to the individual named below, who shall be referred to as the “ Participant ,” a Performance Award (the “ Performance Award ”) representing the right to receive up to a maximum (“ Maximum Potential Payout ”) of 200% of the Participant’s Target Potential Payout set forth below based on the achievement of the Performance Goal(s) set forth on Exhibit A attached hereto (the “ Performance Goals ”) during the Performance Period set forth below (the “ Performance Period ”). The Performance Award is subject to all of the terms and conditions set forth in this Notice of Performance Award Grant (the “ Grant Notice ”), the Performance Award Agreement (the “ Award Agreement ”) attached hereto, and any Addendum to the Award Agreement established pursuant to Section 11.9 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Performance Award has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	Robert J. Palmisano


Grant Date :	[ Insert Grant Date ]


Target Potential Payout :	[ Insert Target Number of Shares ] Shares, subject to adjustment as provided in the Plan


Maximum Potential Payout :	[ Insert Maximum Number of Shares ] Shares, subject to adjustment as provided in the Plan


Threshold Potential Payout :	[ Insert Threshold Number of Shares ] Shares, subject to adjustment as provided in the Plan


Performance Period :	[June __, 20__ - June __, 20__]


Performance Goal(s) :	See Exhibit A attached hereto


Final Determination Date :	Date the Committee certifies the achievement of the Performance Goals following the end of the Performance Period, but not later than [November 30, 20__]

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to the grant of the Performance Award, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 11.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Performance Award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Lance A. Berry		Robert J. Palmisano
Title: Senior Vice President and Chief Financial Officer

PERFORMANCE AWARD AGREEMENT

2. Grant of Performance Award .

3. Vesting; Determination of Amount of Payment .

3.3 Requirement to Meet Threshold Level of Performance . Absent the occurrence of a Change in Control prior to the end of the Performance Period, and to the extent not previously forfeited or terminated pursuant to Section 5 or 6 of this Award Agreement, the Performance Award shall be immediately forfeited and terminated as of the end of the Performance Period if none of the Performance Goals for the Performance Measures meet the Threshold for payment as described in the table(s) set forth in Exhibit A to this Award Agreement and the Committee determines that Section 3.4, 3.5 or 5.1 of this Award Agreement does not apply.

4. Settlement; Issuance of Shares .

employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local Applicable Law in the Participant’s country of residence (and country of employment, if different).

5.2 Termination without Cause, for Good Reason or Due to Disability or Qualified Retirement . Except as provided in Section 17 of the Plan, if the Participant’s continuous employment or service relationship (including service as an Employee or as a Consultant) with the Company is terminated: (a) by the Company other than for Cause, (b) by the Participant for Good Reason (as defined in that certain employment agreement between Wright Medical Group, Inc. and the Participant, dated as of October 1, 2015 (the “ Employment Agreement ”) or if such Employment Agreement is not in effect, an Individual Agreement or if no Individual Agreement exists, then the Plan) (c) by reason of the Participant’s Disability (as defined in the Employment Agreement, or if such Employment Agreement is not in effect, an Individual Agreement or if no Individual Agreement exists, then the Plan) or (d) by the Participant in the event of a Qualified Retirement, in each case prior to the end of the Performance Period, but after the conclusion of not less than one year of the Performance Period, then the Participant shall vest in a prorated portion of the Performance Award upon completion of the Performance Period based upon the actual level of performance for the entire Performance Period as determined pursuant to Section 3, with proration based on the number of months that the Participant was employed or provided services to the Company during the Performance Period. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary termination of employment from the Company or any Affiliate (including Wright Medical Group, Inc.) that employs the Participant, provided that on the date of the Participant’s voluntary termination of employment, the Participant is sixty-five (65) years or older and the Participant has been continuously employed by the Company or any Affiliate that employs the Participant or has provided services to the Company or any Affiliate (including Wright Medical Group, Inc. from the date on which the Participant became an employee thereof) for five (5) or more years.

6. Effect of Actions Constituting Agreement Breach or Cause; Forfeiture .

6.1 Effect of Actions Constituting Agreement Breach or Cause . If the Participant is determined by the Committee, acting reasonably, to have breached, in any material respect, the non-compete, non-solicitation of employees or confidentiality provisions of Exhibit F to the Employment Agreement during or within one (1) year after the termination of employment or other service with the Company, irrespective of whether such breach or action or the Committee’s determination occurs before or after termination of the Participant’s employment or other service with the Company and irrespective of whether or not the Participant was terminated as a result of such breach or his employment has been terminated for Cause (as defined in the Employment Agreement) or his employment could have been terminated for Cause, (i) all rights of the Participant under this Award Agreement

shall terminate and be forfeited without notice of any kind, and (ii) the Committee shall have the authority to rescind the Performance Award and to purchase from the Participant any vested and delivered shares issued pursuant to this Performance Award. The total purchase price for the purchased shares shall be the lesser of 1) the Fair Market Value (as defined in the Plan) of each of the purchased shares on the date the Company’s delivery of its written notice to the Participant exercising its right of repurchase and 2) the Fair Market Value of each purchased share on the date that such shares vested to the Participant. The total purchase price shall be delivered to the Participant against delivery of the certificates evidencing the purchased shares no later than 30 days after the delivery of the election notice by the Company. This Section 6.1 shall not apply following a Change in Control (as defined in the Plan or the Employment Agreement).

6.2 Forfeiture or Clawback of Performance Award Under Applicable Law and Company Policy . The Performance Award and the Shares issuable pursuant to the Performance Award are subject to forfeiture or clawback by the Company to the extent required and allowed by Applicable Law, including the Sarbanes Oxley Act of 2002, and any implementing rules and regulations promulgated thereunder, and pursuant to any forfeiture, recoupment, clawback or similar policy of the Company, as such laws, rules, regulations and policy may be in effect from time to time. By accepting the Performance Award under this Award Agreement, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any clawback / recoupment policy and (b) any provision of Applicable Law relating to the cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or Applicable Law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Award Agreement and the clawback / recoupment policy conflict, the terms of the clawback / recoupment policy shall prevail.

7. Change in Control . If there is a Change in Control (including, subject to the terms of the Plan, a Change in Control as defined in the Employment Agreement except to the extent that use of this definition would result in the Grantee incurring a tax under Section 409A of the Internal Revenue Code), the Performance Award shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

8. Income Tax and Social Insurance Contributions Withholding .

(i) Sell on the open market at the then prevailing market price(s), on the Participant’s behalf, as soon as practicable on or after the date on which the Shares are delivered to the Participant pursuant to Section 4 in connection with the vesting of the Performance Award, the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items that is not otherwise satisfied

pursuant to Section 8.2(b) and all applicable fees and commissions due to, or required to be collected by, the Agent;

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iv) Remit any remaining funds to the Participant.

(i) Requiring the Participant to pay to the Company any amount of the Tax-Related Items; and/or

(ii) Withholding any amount of the Tax-Related Items from the Participant’s wages or other cash compensation paid to the Participant by the Company; and/or

to execute and deliver to the Agent any other agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the purposes and intent of Sell to Cover instruction in Section 8.2(a). The Agent is a third party beneficiary of Sell to Cover instruction in Section 8.2(a). The Sell to Cover instruction in Section 8.2(a) shall terminate not later than the date on which all Tax-Related Items arising from the vesting of the Performance Award and the related issuance of Shares have been satisfied.


9.	Non-Transferable . The Performance Award may not be assigned, transferred, pledged or hypothecated in any manner other than by will or the laws of descent or distribution.


11.	Miscellaneous .

the laws of the State of Delaware, U.S.A., notwithstanding the conflicts of laws principles of any jurisdictions. For purposes of litigating any dispute that arises under the Performance Award or this Award Agreement, the Company and the Participant hereby submit to and consent to the jurisdiction of the State of Tennessee, agree that such litigation shall be conducted in the courts of Shelby County, Tennessee, or the federal courts for the United States for the Western District of Tennessee.

11.3 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

11.4 Severability; EU Age Discrimination Rules . Wherever possible, each provision of this Award Agreement will be interpreted so that it is valid under Applicable Law. If any provision of this Award Agreement is to any extent invalid under Applicable Law, that provision will still be effective to the extent it remains valid. The remainder of this Award Agreement also will continue to be valid, and this entire Award Agreement will continue to be valid in other jurisdictions. If the Participant is a local national of and is employed in a country that is a member of the European Union, the Performance Award and this Award Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “ Age Discrimination Rules ”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Award Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under Applicable Law.

different), as are forth in an applicable Addendum to this Award Agreement. Further, if the Participant transfers residence and/or employment to another country reflected in an Addendum to this Award Agreement, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Performance Award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). Any applicable Addendum shall constitute part of this Award Agreement.

11.11 Dutch Payment Obligation . Upon the issuance of the Shares, the Participant shall be obligated under Dutch law to pay to the Company the nominal value of €0.03 per Share (the “ Dutch Payment Obligation ”). The Company hereby grants the Participant the right to receive an equivalent payment from the Company and shall set-off the Dutch Payment Obligation against the right to such payment (resulting in a net payment of zero (0)). The Participant’s right to a payment from the Company cannot be used for any purpose other than as described above and cannot be assigned, transferred, pledged or sold. The Company shall also be entitled to satisfy the Dutch Payment Obligation in any other manner permitted under Dutch law (including by charging such amount against the Company’s reserves).

11.16 Non-Negotiable Terms . The terms of the Performance Award and this Award Agreement are not negotiable.

11.17 Nature of the Grant . In accepting the Performance Award, the Participant hereby acknowledges that:

(b) Except as otherwise provided in the Employment Agreement, the grant of the Performance Award is voluntary and occasional and does not create any contractual or other right to receive future Performance Awards, or benefits in lieu of Performance Awards, even if Performance Awards have been granted repeatedly in the past.

(d) The Participant is voluntarily participating in the Plan.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Performance Award or of any amounts due to the Participant pursuant to the settlement of the Performance Award or the subsequent sale of any Shares acquired upon settlement of the Performance Award.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Performance Award, acquisition of Shares upon vesting of the Performance Award or any sale of such Shares.

11.18 Miscellaneous . The Company agrees that Section 17.5 of the Plan shall not apply to the Participant and instead the treatment of the Performance Award shall be governed by Exhibit H to the Employment Agreement. .

* * * * *

WRIGHT MEDICAL GROUP N.V.

2017 EQUITY AND INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

EXHIBIT A

Performance Goals for Third Fiscal Quarter of Fiscal Year 20__ -

Second Fiscal Quarter of Fiscal Year 20__ Performance Period



		Performance Goal
Weighting	Performance Measure	Threshold (50% payout)	Target (100% payout)	Maximum (200% payout)

* * * * *

Exhibit 10.9

FORM D - STANDARD DIRECTOR OPTION GRANT

NOTICE OF OPTION GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]


Total Number of Shares Subject to Option :	[ Insert Number of Shares ], subject to adjustment as provided in the Plan.


Exercise Price Per Share:	U.S. $[ Insert Exercise Price ], subject to adjustment as provided in the Plan.


Expiration Date:	No later than the ten (10) year anniversary of Grant Date, as provided in Section 3.2 of the Award Agreement.

Vesting Schedule :

Except as otherwise provided in Section 3 of the Award Agreement, the Participant’s right to exercise the Option shall vest, on a cumulative basis, over a two-year period in two as equal as possible installments on the one-year anniversary of the Grant Date and two-year anniversary of the Grant Date (each, a “ Scheduled Vesting Date ”), provided the Participant provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.

* * *



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

OPTION AWARD AGREEMENT

3. Vesting and Exercisability of Option; Expiration of Option; Forfeiture .

3.2 Effect of Termination of Employment or Service .

(a) Unvested Portion of Option . If the Participant’s service as a director of the Company terminates for any reason whatsoever while any portion of the Option is unvested, then, except as provided in Section 17 of the Plan, immediately upon such termination of service the unvested portion of the Option shall expire and shall have no further force or effect and be null and void; provided , however , that upon the termination of the Participant’s service to the Company due to a Life Event (as defined below), the unvested portion of the Option shall vest immediately as to a pro rata percentage of the unvested portion of the Option scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which the Participant provided services as a director to the Company beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of Shares subject to the Option which were scheduled to vest on the next applicable Scheduled Vesting Date; and provided , further , that in the event the Participant’s service as a director of the Company terminates because (i) the Participant is not nominated for re-election (other than for Cause), (ii) withdraws from consideration for nomination for re-election, or (iii) stands for re-election but does not receive the votes necessary for re-election (a “ Non-Re-election Event ”), then the unvested portion of the Option scheduled to vest on the Scheduled Vesting Date shall vest on the Scheduled Vesting Date. For purposes of this Award Agreement, a “ Life Event ” shall mean the Participant’s death, Disability, or Qualified Retirement. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary resignation as a director of the Company, provided that on the date of the Participant’s voluntary resignation, the Participant is sixty-five (65) years or older and the Participant has been continuously a director of the Company or any Affiliate for five (5) or more years.

(b) Vested Portion of Option . The Participant’s right to exercise the vested portion of the Option shall expire no later than the ten (10) year anniversary of the Grant Date. However, if the Participant’s service as a director of the Company terminates before the ten (10) year anniversary of the Grant Date, the Participant’s right to exercise the vested portion of the Option, except as otherwise provided in this Award Agreement or Section 17 of the Plan, shall expire and shall have no further force or effect and shall be null and void; provided , however , that if the exercise of the vested portion of the Option is prevented by the provisions of Section 19 of the Plan, the vested portion of the Option will remain

exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions, but in any event no later than the expiration date of such Option:

(i) on the date the Participant’s service as a director of the Company terminates if the Participant’s service as a director of the Company terminates due to actions constituting Cause or Adverse Action;

(ii) on the one (1) year anniversary of the date the Participant’s service as a director of the Company terminates if the Participant’s service as a director of the Company terminates as a result of the Participant’s death or Disability; or

(iii) at the end of the three (3) month period which starts on the date of the next Scheduled Vesting Date if the Participant’s service as a director of the Company terminates due to a Non-Re-election Event.

(iv) at the end of the three (3) month period which starts on the date the Participant’s service as a director of the Company terminates if the Participant’s service as a director of the Company terminates other than (1) due to actions constituting Cause or Adverse Action; (2) as a result of the Participant’s death or Disability; or (3) due to a Non-Re-election Event.

3.3 Special Vesting and Option Expiration Rules .

(a) Change in Control . If there is a Change in Control, the Option shall be subject to the vesting and other provisions of Section 17 of the Plan with respect to such Change in Control.

(b) Affiliates . For purposes of this Award Agreement, any reference to the Company shall include any Affiliate of the Company.

3.4 Effect of Actions Constituting Cause or Adverse Action . If the Participant is determined by the Committee, acting in its discretion, to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of the Participant’s service as a director with the Company, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s service as a director with the Company and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (a) all rights of the Participant under this Award Agreement, whether vested or unvested, shall terminate and be forfeited without notice of any kind, and (b) the Committee in its discretion shall have the authority to rescind the exercise, vesting or issuance of, or payment in respect of, the Option and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescinded exercise, vesting, issuance or payment (including any dividends paid or other distributions made with respect to any Shares subject to the Option). The Company may defer the exercise of the Option for a period of up to six (6) months after receipt of the Participant’s written notice of exercise in order for the Committee to make any determination as to the existence of such Cause or an Adverse Action. This Section 3.4 shall not apply following a Change in Control.

4. Method of Exercise of Option .

draft or money order); provided , however , that the Committee, in its discretion, may allow such payments to be made, in whole or in part, (a) by a “net exercise” of the Option (as further described below); (b) through cashless exercise procedure which is effected by an unrelated broker through a sale of Shares in the open market; or (c) by a combination of such methods. In the case of a “net exercise” of the Option, the Participant shall receive the number of Shares underlying the Option (or portion thereof so exercised) reduced by the number of Shares equal to the aggregate Exercise Price of the Option (or portion thereof so exercised) divided by the Fair Market Value on the date of exercise (the “ Reduced Shares ”). In the event of a “net exercise” of the Option, the Option (or portion thereof so exercised) to purchase the Reduced Shares shall be settled in exchange for the right to receive an amount (the “ Redemption Amount ”) equal to the Fair Market Value of the Reduced Shares on the date of exercise. The Redemption Amount payable to the Participant shall automatically be offset by the Company against the amount the Participant is required to pay to exercise the Option (or portion thereof so exercised). Thereafter, the Participant shall receive the number of Shares as reduced by the Reduced Shares. Shares shall no longer be outstanding under the Option (and shall thereafter not be exercisable) following the exercise of the Option (or portion thereof so exercised) to the extent of (i) Shares cancelled to pay the Exercise Price of the Option under the “net exercise,” (ii) Shares actually delivered to the Participant as a result of such exercise and (iii) any Shares withheld for purposes of tax withholding.

4.5 Compliance with Applicable Law . As a condition of the grant of the Option, the Participant agrees to repatriate all payments attributable to the Option in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local Applicable Law in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with his or her personal legal and tax obligations under local Applicable Law in the Participant’s country of residence (and country of employment, if different).

5. Income Tax and Social Insurance Contributions Withholding .

Participant. When withholding Shares for taxes is effected under this Award Agreement and the Plan, it will be withheld only up to an amount based on the minimum, or if the Participant consents, maximum, statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company. In cases where Shares are withheld and the Fair Market Value of the number of whole Shares withheld is greater than the minimum (or if the Participant consents up to the maximum) Tax-Related Items required to be withheld, the Company shall make a cash payment to the Participant equal to the difference as soon as administratively practicable. In the event the withholding requirements are not satisfied through the withholding of Shares or through the Participant’s compensation or other amounts payable to the Participant, no Shares will be issued to the Participant unless and until satisfactory arrangements (as determined by the Committee) have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines, in its discretion, must be withheld or collected with respect to the Option. By accepting the grant of the Option, the Participant expressly consents to the withholding of Shares and/or the withholding of amounts from the Participant’s compensation, or other amounts payable to the Participant, as provided for hereunder. All other Tax-Related Items related to the Option and any Shares acquired pursuant to the exercise of the Option is the Participant’s sole responsibility.

The Company holds certain personal information about the Participant, including the Participant’s name, home address, email address and telephone number, date of birth, social security number, passport number or other identification number, compensation, nationality, job title, any Shares or directorships held in the Company, details of all equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by Applicable Laws and regulations in the Participant’s country of residence (and country of employment, if different). Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.


8.	Miscellaneous .

8.1 No Right to Continue Service . Neither the Plan, the Option, nor any related material shall give the Participant the right to continue as a director of the Company or to continue in the service to the Company or any Affiliate in any other capacity or shall adversely affect the right of the Company or any Affiliate or the shareholders to remove or not to re-appoint the Participant as a director of the Company or to otherwise terminate the Participant’s service as a director of the Company with or without Cause at any time.

8.4 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

review all of the materials related to the Option and the Plan. In addition, the Participant should consult with his or her personal investment advisor for professional investment advice.

8.10 English Language . If the Participant is resident outside of the U.S.A., the Participant acknowledges and agrees that it is the Participant’s express intent that this Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Option, be drawn up in English. If the Participant has received this Award Agreement, the Plan or any other documents related to the Option translated into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

8.13 Additional Requirements . The Company reserves the right to impose other requirements on the Option, any payment made pursuant to the Option, and the Participant’s participation in the Plan, to the extent the Company determines, in its discretion, that such other requirements are necessary or advisable in order to comply with local Applicable Law or to facilitate the operation and administration of the Option and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

8.15 Nature of the Grant . In accepting the Option, the Participant hereby acknowledges that:

(d) The Participant is voluntarily participating in the Plan.

(i) In consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the Option or diminution in value of the Option or Shares acquired upon exercisability of the Option resulting from termination of service as a director by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Option, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

* * * * *

Exhibit 10.10

FORM E - ANNUAL DIRECTOR RSU AWARD GRANT

NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), hereby grants to the individual named below, who shall be referred to as the “ Participant ,” the number of restricted stock units set forth below (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Notice of Restricted Stock Unit Grant (the “Grant Notice”), the Restricted Stock Unit Award Agreement (the “ Award Agreement ”) attached hereto, any Addendum to the Award Agreement established pursuant to Section 9.10 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This grant of Restricted Stock Units has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]

Total Number of


Restricted Stock Units :	[ Insert Number of Underlying Shares ], subject to adjustment as provided in the Plan.


Vesting Schedule :	Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Units will vest and be issued in full on the one (1) year anniversary of the Grant Date (“ Scheduled Vesting Date ”), provided the Participant provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to this grant, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 9.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Restricted Stock Units award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

1. Incorporation of Plan; Definitions . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Award Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Award Agreement will be interpreted by reference to the Plan. In the event that any provision of this Award Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision will be final, binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Award Agreement; provided, however, that pursuant to the Plan the Committee will exercise such discretion reasonably and in good faith. A copy of the Plan and the Plan Prospectus have been delivered to the Participant together with this Award Agreement.

2. Grant of Restricted Stock Units .

3. Vesting and Conditions to Issuance of Shares; Forfeiture .

3.2 Effect of Termination of Employment or Service; Forfeiture .

(a) If the Participant’s service as a director of the Company terminates for any reason whatsoever while any portion of the Restricted Stock Units is unvested, then, except as provided in Section 17 of the Plan, immediately upon termination of service the Participant shall forfeit his or her rights to receive all of the remaining Shares subject to the Restricted Stock Units that have not vested and been issued as of the date the Participant’s service with the Company so terminates; provided , however , that upon the Participant’s death, the interest of the Participant in Restricted Stock Units shall vest immediately and in full; and provided , further , that upon a termination of the Participant’s service as a director to the Company due to a Life Event (as defined below) occurring, the interest of the Participant in the Restricted Stock Units shall vest immediately as to a pro rata percentage of the non-vested Restricted Stock Units and scheduled to vest on the Scheduled Vesting Date, with such proration based on the number of days during which the Participant provided services as a director of the Company beginning on the Grant Date and ending on the Scheduled Vesting Date, multiplied by the number of Shares subject to the Restricted Stock Units which were scheduled to vest on the Scheduled Vesting Date; and provided , further , that in the event the Participant’s service as a director of the Company terminates because (i) the Participant is not nominated for re-election (other than for Cause), (ii) withdraws from consideration for nomination for re-election, or (iii) stands for re-election but does not receive the votes necessary for re-election (a “Non-Re-election Event”), then the unvested portion of the Restricted Stock Units scheduled to vest on the Scheduled Vesting Date shall vest on the Scheduled Vesting Date, and be settled and issued as soon as practicable thereafter, but not later than ninety (90) following the Non-Re-election Event. For purposes of this Award Agreement, a “ Life Event ” shall mean the

Participant’s Disability or Qualified Retirement. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary resignation as a director of the Company, provided that on the date of the Participant’s voluntary resignation as a director of the Company, the Participant is sixty-five (65) years or older and the Participant has been continuously a director of the Company or any Affiliate for five (5) or more years.

3.3 Affiliates . For purposes of this Award Agreement, any reference to the Company shall include any Affiliate of the Company.

3.4 Effect of Actions Constituting Cause or Adverse Action . If the Participant is determined by the Committee to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of the Participant’s service as a director of the Company, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s service as a director of the Company and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (a) all rights of the Participant under this Award Agreement shall terminate and be forfeited without notice of any kind, and (b) the Committee in its discretion shall have the authority to rescind the Restricted Stock Units and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescission (including any Dividend Equivalents paid or other distributions made with respect to the Restricted Stock Units). The Company shall be entitled to withhold and deduct from future compensation of the Participant (or from other amounts that may be due and owing to the Participant from the Company) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. This Section 3.4 shall not apply following a Change in Control.


5.	Issuance of Shares; Book Entry .

6. Income Tax and Social Insurance Contributions Withholding .

6.1 Responsibility for Tax-Related Items . Regardless of any action the Company takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock Units, and the settlement of the Restricted Stock Units; and (b) does not commit to structure the terms of the Restricted Stock Units or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant becomes subject to taxation in more than one country between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one country.

in connection with the vesting of the Restricted Stock Units, the minimum number of Shares (rounded up to the next whole number) sufficient to generate proceeds to cover the Tax-Related Items that is not otherwise satisfied pursuant to Section 6.2(b) and all applicable fees and commissions due to, or required to be collected by, the Agent;

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iv) Remit any remaining funds to the Participant.

(i) Requiring the Participant to pay to the Company all minimum required Tax-Related Items; and/or

(ii) Withholding minimum amount of the Tax-Related Items from the Participant’s cash compensation paid to the Participant by the Company; and/or

(iii) Withholding Shares (rounded up to the next whole number) from the Shares issued or otherwise issuable to the Participant in connection with the Restricted Stock Units at Fair Market Value equal to the amount of the Tax-Related Items; provided , however , that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income unless the Participant authorizes the Company to use the applicable maximum statutory withholding rates.

(c) If the Company over-withholds, the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. When withholding Shares for taxes is effected under this Award Agreement and the Plan, it will be withheld only up to an amount based on the minimum (or if the Participant consents, maximum) statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan. The Company may refuse to issue or deliver Shares to the Participant if the Participant fails to comply with its obligations in connection with the Tax-Related Items.


9.	Miscellaneous .

9.1 No Right to Continue Service . Neither the Plan, the Restricted Stock Units, nor any related material shall give the Participant the right to continue as a director of the Company or to continue in the service to the Company or any Affiliate or shall adversely affect the right of the Company or any Affiliate or the shareholders to remove or not to re-appoint the Participant as a director of the Company or to otherwise terminate the Participant’s service as a director of the Company with or without Cause at any time.

rules, regulations and actions relating to this Award Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, U.S.A., notwithstanding the conflicts of laws principles of any jurisdictions. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the Company and the Participant hereby irrevocably submit to the jurisdiction and venue of the Federal or State courts of the States of Tennessee and Delaware, U.S.A., relative to any and all disputes, issues and/or claims that may arise out of or relate to the Restricted Stock Units or this Award Agreement. The Company and the Participant further agree that any and all such disputes, issues and/or claims arising out of or related to the Restricted Stock Units or this Award Agreement will be brought and decided in the Federal or State courts of the States of Tennessee or Delaware, U.S.A., with such jurisdiction and venue selected by and at the discretion of the Company.

9.3 Binding Effect . This Award Agreement shall be binding upon the Company and the Participant and their respective heirs, executors, administrators and successors.

into a language other than English, and if the meaning of the translated version is different from the English version, the meaning of the English version shall control.

9.14 Section 409A . The Restricted Stock Units are intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder and shall be construed and administered consistent with such intention. A termination of service under the Restricted Stock Units shall not be deemed to have occurred for purposes of any provision unless such termination constitutes a “separation from service” under Section 409A of the Code and references to a termination of service shall mean “separation from service.” A Disability under Section 3.2(a) must constitute a “disability” under Section 409A of the Code.

9.15 Non-Negotiable Terms . The terms of the Restricted Stock Units and this Award Agreement are not negotiable.

9.16 Nature of the Grant . In accepting the Restricted Stock Units, the Participant hereby acknowledges that:

(c) All decisions with respect to future Restricted Stock Unit award grants, if any, will be at the discretion of the Company.

(d) The Participant is voluntarily participating in the Plan.

(h) Neither the Company, nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between the local currency of the Participant’s country of residence and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement of the Restricted Stock Units.

(i) In consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or Shares acquired upon vesting of the Restricted Stock Units resulting from termination of service as a director by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Restricted Stock Units, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

(k) Neither the Company nor any Affiliate is providing any tax, legal or financial advice, nor is the Company or any Affiliate making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Restricted Stock Units, acquisition of Shares upon vesting of the Restricted Stock Units or any sale of such Shares.

* * * * *

Exhibit 10.11

FORM F -DIRECTOR RSU AWARD GRANT IN LIEU OF CASH COMPENSATION

NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE

WRIGHT MEDICAL GROUP N.V. 2017 EQUITY AND INCENTIVE PLAN

Wright Medical Group N.V., a public limited liability company organized under the laws of The Netherlands (the “ Company ”), pursuant to the Wright Medical Group N.V. 2017 Equity and Incentive Plan (as may be amended from time to time, the “ Plan ”), hereby grants to the individual named below, who shall be referred to as the “ Participant ,” the number of restricted stock units set forth below (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Notice of Restricted Stock Unit Grant (the “Grant Notice”), the Restricted Stock Unit Award Agreement (the “ Award Agreement ”) attached hereto, any Addendum to the Award Agreement established pursuant to Section 9.10 of the Award Agreement (the “ Addendum ”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This grant of Restricted Stock Units has been made as of the grant date indicated below, which shall be referred to as the “ Grant Date ”.


Grant ID :	[ Insert Grant ID ]


Participant :	[ Insert Participant Name ]


Grant Date :	[ Insert Grant Date ]

Total Number of


Restricted Stock Units :	[ Insert Number of Underlying Shares ], subject to adjustment as provided in the Plan.

Vesting Schedule :

Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Units will vest and be issued in four (4) as equal as possible installments on September 30, December 31, March 31 and June 30 after the Grant Date (each such vesting date, a “Scheduled Vesting Date”), provided the Participant provides services to the Company or any Affiliate through the applicable Scheduled Vesting Date.

* * *

This grant will be null and void until the Participant expressly accepts the grant by executing this Grant Notice in the space provided below and returning the original execution copy to the Company or otherwise indicating affirmative acceptance of this grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, the Plan and the Plan Prospectus. As an express condition to this grant, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 9.16 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of the Restricted Stock Units award and supersede all prior agreements, arrangements, plans and understandings.



WRIGHT MEDICAL GROUP N.V.		PARTICIPANT


By: Robert J. Palmisano
Title: President and Chief Executive Officer

RESTRICTED STOCK UNIT AWARD AGREEMENT

1. Incorporation of Plan; Definitions . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Award Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Award Agreement will be interpreted by reference to the Plan. In the event that any provision of this Award Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations thereunder, and its decision will be final, binding and conclusive upon the Participant and his or her legal representatives in respect of any questions arising under the Plan or this Award Agreement; provided, however, that pursuant to the Plan the Committee will exercise such discretion reasonably and in good faith. A copy of the Plan and the Plan Prospectus have been delivered to the Participant together with this Award Agreement.

2. Grant of Restricted Stock Units .

3. Vesting and Conditions to Issuance of Shares; Forfeiture .

3.2 Effect of Termination of Employment or Service; Forfeiture .

(a) If the Participant’s service as a director of the Company terminates for any reason whatsoever while any portion of the Restricted Stock Units is unvested, then, except as provided in Section 17 of the Plan, immediately upon termination of service the Participant shall forfeit his or her rights to receive all of the remaining Shares subject to the Restricted Stock Units that have not vested and been issued as of the date the Participant’s service with the Company so terminates; provided , however , that upon the Participant’s death, the interest of the Participant in Restricted Stock Units shall vest immediately and in full; and provided , further , that upon a termination of the Participant’s service as a director to the Company due to a Life Event (as defined below) occurring, the interest of the Participant in the Restricted Stock Units shall vest immediately as to a pro rata percentage of the non-vested Restricted Stock Units and scheduled to vest on the next Scheduled Vesting Date, with such proration based on the number of days during which the Participant provided services as a director of the Company beginning on the Grant Date, or if a Scheduled Vesting Date has occurred, the most recent Scheduled Vesting Date, and ending on the next applicable Scheduled Vesting Date, multiplied by the number of Shares subject to the Restricted Stock Units which were scheduled to vest on the next applicable Scheduled Vesting Date; and provided , further , that in the event the Participant’s service as a director of the Company terminates because (i) the Participant is not nominated for re-election (other than for Cause), (ii) withdraws from consideration for nomination for re-election, or (iii) stands for re-election but does not receive the votes necessary for re-election (a “Non-Re-election Event”), then the unvested portion of the Restricted Stock Units scheduled to vest on the Scheduled Vesting Date shall vest on the Scheduled Vesting Date, and be settled and issued as soon as practicable thereafter, but not later

than ninety (90) following the Non-Re-election Event. For purposes of this Award Agreement, a “ Life Event ” shall mean the Participant’s Disability or Qualified Retirement. For purposes of this Award Agreement, a “ Qualified Retirement ” shall occur upon the Participant’s voluntary resignation as a director of the Company, provided that on the date of the Participant’s voluntary resignation as a director of the Company, the Participant is sixty-five (65) years or older and the Participant has been continuously a director of the Company or any Affiliate for five (5) or more years.

(b) If Participant experiences a change in the Participant’s membership on one or more of the Company’s Board committees or Chair positions prior to the June 30 ^th after the Grant Date such that the Participant becomes entitled to receive annual cash retainers for the period from July 1 prior to the Grant Date to June 30 after the Grant Date used to calculate the number of Restricted Stock Units subject to this Award Agreement pursuant to the Company’s Non-Executive Director Compensation Policy, aggregating an amount less than the aggregate amount used to calculate the number of Restricted Stock Units subject to this Award Agreement pursuant to the Company’s Non-Executive Director Compensation Policy, then the Participant shall forfeit (except as provided in Section 17 of the Plan) as of the effective dates of such Board committee or Chair change his or her rights to receive a pro rata portion of the Restricted Stock Units underlying the Award Agreement reflecting the decrease in the Participant’s aggregate annual cash retainers and the date on which such decrease occurred. In addition, the vesting in Section 3.2(a) shall be revised appropriately to reflect any such change in the number of Restricted Stock Units underlying this Award Agreement pursuant to this Section 3.2(b) and the date on which such change occurred.

3.3 Affiliates . For purposes of this Award Agreement, any reference to the Company shall include any Affiliate of the Company.

3.4 Effect of Actions Constituting Cause or Adverse Action . If the Participant is determined by the Committee to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year after the termination of the Participant’s service as a director of the Company, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Participant’s service as a director of the Company and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse Action, (a) all rights of the Participant under this Award Agreement shall terminate and be forfeited without notice of any kind, and (b) the Committee in its discretion shall have the authority to rescind the Restricted Stock Units and to require the Participant to pay to the Company, within ten (10) days of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of such rescission (including any Dividend Equivalents paid or other distributions made with respect to the Restricted Stock Units). The Company shall be entitled to withhold and deduct from future compensation of the Participant (or from other amounts that may be due and owing to the Participant from the Company) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. This Section 3.4 shall not apply following a Change in Control.

5. Issuance of Shares; Book Entry .

practicable but in any event within thirty (30) days following the earliest to occur of (i) the Scheduled Vesting Date, or (ii) the Participant’s “separation from service” as such term is defined for purposes of Section 409A of the Code (which includes termination of employment by reason of the Participant’s death), except to the extent that Shares are withheld to pay tax withholding obligations pursuant to Section 6 of this Award Agreement or the Participant has properly elected to defer income that may be attributable to such Restricted Stock Units under a Company deferred compensation plan or arrangement. If any Shares shall be issuable with respect to the Restricted Stock Units as a result of the Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Section 409A of the Code, then, to the extent the Restricted Stock Units constitute a deferral of compensation subject to Section 409A of the Code, no Shares shall be issued, except as permitted under Section 409A of the Code, prior to the earlier of (i) the date immediately after the end of the six-month period following the Participant’s “separation from service”, or (ii) the Participant’s death. Payment of amounts under this Award Agreement (by issuance of Shares or otherwise) are intended to comply with the requirements of Section 409A of the Code, or an exemption thereunder, and this Award Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its discretion may accelerate or delay the distribution of any payment under this Award Agreement to the extent allowed under Section 409A of the Code.

6. Income Tax and Social Insurance Contributions Withholding .

(ii) Remit directly to the Company or any Affiliate the cash amount necessary to cover the Tax-Related Items;

(iv) Remit any remaining funds to the Participant.

(i) Requiring the Participant to pay to the Company all minimum required Tax-Related Items; and/or

(ii) Withholding minimum amount of the Tax-Related Items from the Participant’s cash compensation paid to the Participant by the Company; and/or

(iii) Withholding Shares (rounded up to the next whole number) from the Shares issued or otherwise issuable to the Participant in connection with the Restricted Stock Units at Fair Market Value equal to the amount of the Tax-Related Items; provided , however , that the number of such Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income unless the Participant authorizes the Company to use the applicable maximum statutory withholding rates.

Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act. The Participant hereby authorizes the Company and the Agent to cooperate and communicate with one another to determine the number of Shares that must be sold pursuant to the Sell to Cover instruction in Section 6.2(a) to satisfy the Participant’s obligations hereunder. The Participant acknowledges that the Agent is under no obligation to arrange for the sale of Shares at any particular price and that the Agent may effect sales as provided in the Sell to Cover instruction in Section 6.2(a) in one or more sales and that the average price for executions resulting from bunched orders may be assigned to the Participant’s account. The Participant further acknowledges that the Participant will be responsible for all brokerage fees and other costs of sale, and the Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. The Participant acknowledges that it may not be possible to sell Shares pursuant to the Sell to Cover instruction in Section 6.2(a)(i) due to (a) a legal or contractual restriction applicable to the Participant or to the broker, (b) a market disruption, (c) rules governing order execution priority on NASDAQ or other exchange where the Shares may be traded, (d) a sale effected pursuant to the Sell to Cover instruction in Section 6.2(a) that fails to comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply) with the Securities Act, or (e) if the Company determines that sales may not be effected pursuant to the Sell to Cover instruction in Section 6.2(a). In the event of the Agent’s inability to sell Shares, the Participant, will continue to be responsible for the Tax-Related Items.

Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of Applicable Laws) of the Data, and (d) to oppose, for legal reasons, the collection, use, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.


9.	Miscellaneous .