1. Appendix B to FY 2015 Performance Stock Units Grant Agreement on UBS site (Grant with 1 Year EPS Growth Goal + 3 Year TSR)

2. As a condition of my employment and receipt of my Performance Units, I agree to keep the contents of Appendix B confidential at all times including, without limitation, following the termination of my employment.

3. Performance Period and Performance Measures
Primary performance metric: (internal metric)
EPS Growth for Continuing Operations
Measured on FY 2015 performance
Secondary performance metric (“modifier”): (market metric)
Relative TSR – Dow Jones U.S. Medical Equipment Index* as in effect at the end of the performance period (~40 companies, including VMS)
Modifier kicks in at end of the 3-year (FY2015 – FY2017) TSR period
* Please refer to last page for Dow Jones U.S. Medical Equipment Index list of companies

4. Performance Scales for PSU Earn-out
(A) EPS Growth*:
Target = 8%, based on FY 15 performance; (0% payout at growth < 4%; 150% payout at growth >10%)
(B) Relative TSR:
Target = 50th percentile (“50P”) placement in Dow Jones U.S. Medical Equipment Index
+50% based on position placement against index (e.g. <25th percentile = 50% deduction to calculation (A); >75th percentile = 50% increase to calculation in (A) with maximum payout at 200% of initial share grant
Stock price based on average of 30-(calendar) day (Sept) price at the beginning and end of the 3-year performance period for VMS and index
*EPS is defined as net earnings divided by diluted shares determined in accordance with GAAP. For the purpose of this primary performance metric, the number of PSU diluted shares will be excluded from the diluted net earnings per share computation.

5. 162(m) Exclusions EPS Calculation:
To the extent that the following items impact EPS (related to Continuing Ops) for purposes of calculating year-over-year EPS
Growth for the Performance Period based on the reported U.S. GAAP financial results, these items will be excluded from the
Calculation of EPS for both the performance period and the prior comparison period:
Material change (defined as impact of > three cents to EPS in the 1-year performance period) in existing and/or new tax laws;
Any (a) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 or, (b) any item required to be disclosed under applicable law in management’s discussion and analysis of financial conditions and results of operations appearing in the Company’s quarterly and annual reporting with the Securities and Exchange Commission for the 1-year performance period;
The effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results in the 1- year performance period;
For any company acquired during the 1-year performance period, the impact limited to 100% of the one-time acquisition costs and amortization expense of intangible assets in the 1-year period, but only if the impact to earnings after taxes exceeds $1 million during the 1-year performance period; and
Unplanned tax and legal settlements if impact to EPS is > three cents in the 1-year performance period.

6. Dow Jones US Medical Equipment Index - list of companies