1. Presentation Name
Appendix B to Performance Stock Units Grant Agreement on UBS site (Grant with 3-year Performance Period: FY2014 through FY2016)
Author, Date

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 Metrics
Performance Period (3-year):
Fiscal Year 2014 through Fiscal Year 2016
Performance Metrics:
Primary performance metric: (internal metric)
EPS Growth for Continuing Ops (measured annually, averaged over 3 years)
Secondary performance metric (“modifier”): (market metric)
Relative TSR against Dow Jones U.S. Medical Equipment Index (measured using 90-(calendar) day price at the beginning and end of the 3-year performance period for VMS and index)
Kicks in at the end of the 3-year performance period

4. Earn-out Curves (A) EPS Growth*: (B) Relative TSR:
Target = 8% averaged over 3 years (0% payout = no growth; 75% payout = 6.75% growth; 125% payout = 11.25% growth)
Target = 50th percentile (“50P”) placement in Dow Jones U.S. Medical Equipment Index
+25% based on position placement against index (e.g., <25th percentile = 25% deduction to calculation in (A); >75th percentile = 25% increase to calculation in (A); straight-line curve)
Stock price based on average of 90-(calendar) day (Sept) price at the beginning and end of the 3-year performance period for VMS and index
Resulting shares cannot exceed min/max of 0%/150%
*EPS is defined as net earnings divided by diluted shares. 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:
Material change (defined as impact of > three cents to EPS) in existing and/or new tax laws, unless the company is required to restate prior periods covering the entire (3-year) Performance Period of the PSU grant;
Any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or 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 applicable year;
The effect of any changes in accounting principles affecting the Company’s or a business unit’s reported results;
For any company acquired during the 3-year performance period, the impact limited to 100% of the one-time acquisition costs and amortization expense of intangible assets in the entire 3-year period, but only if the impact to earnings after taxes exceeds $1 million in any one year during the 3-year performance period; and
Unplanned tax and legal settlements if impact to EPS is > three cents.