AMENDMENT AND TERMINATION
BIOVENTUS STOCK PLAN
February 9, 2021
Bioventus LLC, a Delaware limited liability company (the Company), has previously adopted the Bioventus Stock Plan (previously known as the Bioventus LLC Phantom Profits Interests Plan), as amended and restated (and as may be amended from time to time, the Plan). Section 10 of the Plan allows the Board to amend the Plan in certain respects from time to time.
The Board of Managers of the Company has determined that it is appropriate to amend and terminate the Plan effective as of the date Bioventus Inc.s registration statement on Form S-1 is declared effective, subject to the consummation of the initial public offering of Bioventus Inc. Class A Common Stock (the IPO). In the event that the IPO is not consummated on or prior to December 31, 2021, this amendment and termination shall be void ab initio.
The Plan, as revised by this amendment and termination, constitutes the entire Plan as amended to date. Capitalized terms not defined herein shall have the meanings assigned to them under the Plan. Notwithstanding any other provision in the Plan:
1. Section 1(h) of the Plan is hereby amended and restated in its entirety to read as follows:
Payment Amount means the amount payable with respect to each vested Phantom Profits Interest Unit upon the applicable Payment Event; provided, however, that, notwithstanding the foregoing, if the Payment Event is due to a Plan Termination, the Payment Amount with respect to each Grantee shall mean an amount equal to the value of the Grantees Phantom Profits Interest Units as of the date of the Plan Termination, subject to adjustment for any earnings (or loss) with respect to such amount during the period beginning on the Plan Termination and ending on the Plan Termination Distribution Date (as defined in Section 5(b)(iv), below).
2. Section 1(i) of the Plan is hereby amended and restated in its entirety to read as follows:
Phantom Profits Interest Unit means the right to receive a payment from the Company in cash or securities of the Company or one of its affiliates or such other form of payment as the Committee may determine in its sole discretion in an amount equal to the Payment Amount upon the Payment Event as set forth in the applicable Award Agreement.
3. Section 2(b) of the Plan is hereby amended and restated in its entirety to read as follows:
(b) Administrator Authority. The Administrator shall determine (i) the Grantees to receive Awards, (ii) the size and terms of the Awards, (iii) the time when the Awards will be made, (iv) the applicable Payment Event, (v) the duration of any applicable vesting period, provided that such vesting period shall not be less than four years and that the Award shall vest ratably over the vesting period, and (vi) the Benchmark Amount with respect to any Award.