Threshold Performance Target. If the Company’s Adjusted EPS Growth as of the last day of the Performance Period is less than 3.0%, none of your PSUs shall become vested and all of your PSUs shall be forfeited as of the last day of the Performance Period. If the Company’s Adjusted EPS Growth as of the last day of the Performance Period is 3.0% or greater (the “Threshold Performance Target”) and, except as provided in Section 8(a), you remain in the continuous employment of Stryker through the Vesting Date, you shall become eligible to vest in up to 200% of your PSUs, although the actual number of your PSUs that become vested shall be determined based on exercise of negative discretion by the Committee in accordance with Sections 4, 5 and 6 below.

Each Participant shall have threshold, target, and maximum incentive compensation amounts that correspond to threshold, target and maximum Final Performance Scores. For each Participant, the target award amount shall be expressed as a fixed number or a percentage of his or her base salary as of April 1, 2016, as established by the Compensation Committee, and shall represent the amount of incentive compensation that the Participant will earn if his or her actual Final Performance Score is equal to that which would result from 100% achievement of all Participant Goals.

Threshold. Notwithstanding the foregoing, the Borrower will not be required to make a prepayment from such Net Cash Proceeds in accordance with [Section 2.03(a)(iii)] except to the extent that such Net Cash Proceeds, together with the aggregate Net Cash Proceeds of prior Asset Dispositions (other than those so used) which have not been applied in accordance with this [Section 2.03] and as to which no prior prepayments or repayments shall have been made, exceed $25.0 million.

Threshold. The aggregate Fair Market Value (determined as of the Grant Date) of the Shares for which Incentive Stock Options may first become exercisable by any Grantee during any calendar year under this Plan, together with that of Shares subject to Incentive Stock Options first exercisable by such Grantee under any other plan of the Company or any Parent or Subsidiary, shall not exceed $100,000. For purposes of this [Section 7.3(a)], all Options in excess of the $100,000 threshold shall be treated as Non-Qualified Stock Options notwithstanding the designation as Incentive Stock Options. For this purpose, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with respect to such Shares is granted.

Threshold. For the Time-Based Target, the Threshold is the Participant must remain continuously employed with the Company or any of its Affiliates for the applicable calendar year in the Performance Period.

Threshold. For the Net Sales Target, the Threshold is “Net Sales” (as defined in [Section A.3(a)(3)] below) must exceed ​.

Threshold. For the EBITDA Growth Target, the Threshold is “EBITDA Growth” (as defined in [Section A.3(b)(3)] below) must exceed ​.

The performance against the 2022 MIP goals was as follows: Free Cash Flow was below threshold, Absolute Revenue (unadjusted for currency) was between target and maximum, Adjusted Operating Margin was between threshold and target, and ESG was above target.

Payout percentages will be interpolated for performance achievement between threshold, target, and maximum.

As reflected in the table below, the Participant may earn 50% of their target opportunity for threshold-level performance (80% performance). Amounts between threshold and target are interpolated to reward incremental achievement and no amounts are paid for results on a particular performance metric if actual results are below threshold.