Edgar Filing: WRIGHT MEDICAL GROUP INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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/ / Preliminary Proxy Statement
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/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material under Rule 14a-12

WRIGHT MEDICAL GROUP, INC.
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(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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[LOGO]

NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2002

To our Stockholders:

1. Elect six directors to serve on the Board of Directors of the Company
for a term of one year; and

2. Approve the Company's 2002 Employee Stock Purchase Plan.

Stockholders also will transact any other business that properly comes
before the meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ALL THE PROPOSALS.

Only stockholders of record at the close of business on April 19, 2002, are
entitled to receive notice of, and to vote at, the meeting and any postponement
or adjournment thereof. A list of such stockholders will be available for
inspection by any stockholder at the office of the Company's legal counsel,
Baker Donelson Bearman & Caldwell, 165 Madison Avenue, 21st Floor, Memphis,
Tennessee, during ordinary business hours beginning May 20, 2002, as well as at
the Peabody Hotel during the meeting on May 30, 2002.

YOUR VOTE IS IMPORTANT. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE
MEETING, PLEASE PROMPTLY VOTE BY TELEPHONE OR COMPLETE, SIGN, DATE, AND RETURN
THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. NO ADDITIONAL
POSTAGE IS NECESSARY IF THE PROXY IS MAILED IN THE UNITED STATES OR CANADA. YOU
MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.

By Order of the Board of Directors,
Jason P. Hood
Secretary

April 30, 2002

TABLE OF CONTENTS

PAGE
--------

INFORMATION ABOUT THE MEETING............................... 2
What is the purpose of the meeting?....................... 2
Who is entitled to vote?.................................. 2
Am I entitled to vote if my shares are held in "street
name"?.................................................. 2
How many shares must be present to hold the meeting?...... 2
What happens if a quorum is not present at the meeting?... 2
How do I vote my shares?.................................. 2
Can I change my vote after I submit my proxy?............. 3
Who will count the votes?................................. 3
How does the Board of Directors recommend that I vote on
the proposals?.......................................... 3
What happens if I do not specify how my shares are to be
voted?.................................................. 3
Will any other business be conducted at the meeting?...... 4
How many votes are required for action to be taken on each
proposal?............................................... 4
How will abstentions be treated?.......................... 4
How will broker non-votes be treated?..................... 4

STOCK OWNERSHIP............................................. 5
How much common stock do the Company's management and its
largest stockholders own?............................... 5
Section 16(a) Beneficial Ownership Reporting Compliance... 6

PROPOSAL 1--ELECTION OF DIRECTORS........................... 7
General................................................... 7
Nominees for Director..................................... 7
Board of Directors' Recommendation........................ 8
How does the Board of Directors operate?.................. 8
Audit Committee Report.................................... 9
How often did the Board of Directors and its committees
meet in 2001?........................................... 9
How are directors nominated?.............................. 10
How are directors compensated?............................ 10
Compensation Committee Interlocks and Insider
Participation........................................... 10

PROPOSAL 2--APPROVAL OF 2002 EMPLOYEE STOCK PURCHASE PLAN... 11
Introduction.............................................. 11
Summary of Plan........................................... 11
Plan Benefits............................................. 14
Certain Federal Income Tax Consequences................... 14
Board of Directors' Recommendation........................ 15

INDEPENDENT ACCOUNTANTS..................................... 16

EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION............... 17
Executive Officers........................................ 17
Compensation Committee Report on Executive Compensation... 19
Summary Compensation Table................................ 21
Stock Option Grants in 2001............................... 22
Stock Option Exercises and Values for 2001................ 22
Employment Agreements..................................... 23
Comparison of Total Stockholder Returns................... 24

CERTAIN TRANSACTIONS........................................ 26

PAGE
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OTHER MATTERS............................................... 26

ADDITIONAL INFORMATION...................................... 26
Solicitation of Proxies................................... 26
Stockholder Proposals for 2003 Annual Meeting of
Stockholders............................................ 27

APPENDIX A. AUDIT COMMITTEE CHARTER......................... A-1

APPENDIX B. 2002 EMPLOYEE STOCK PURCHASE PLAN............... B-1

[LOGO]

PROXY STATEMENT
FOR
2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2002

This Proxy Statement is being furnished in connection with the solicitation
of proxies by Wright Medical Group, Inc. (the "Company"), on behalf of its Board
of Directors, for use at the 2002 Annual Meeting of Stockholders and any
postponement or adjournment thereof. The meeting will be held at the Peabody
Hotel located at 149 Union Avenue, Memphis, Tennessee, on May 30, 2002,
beginning at 3:30 p.m. (Memphis time).

At the meeting, the Company's stockholders will be asked to vote on
proposals to (1) elect six directors to serve on the Board of Directors of the
Company for a term of one year; and (2) approve the Company's 2002 Employee
Stock Purchase Plan. The proposals are set forth in the accompanying Notice of
2002 Annual Meeting of Stockholders and are described in more detail in this
Proxy Statement. Stockholders also will transact any other business, not known
or determined at the time of this proxy solicitation, that properly comes before
the meeting, although the Board of Directors knows of no such other business to
be presented.

By submitting your proxy, either by voting by telephone or by executing and
returning the enclosed proxy card, you will authorize the proxy holders--F.
Barry Bays, the President and Chief Executive Officer and a director of the
Company; John K. Bakewell, the Executive Vice President and Chief Financial
Officer of the Company; and Jason P. Hood, the General Counsel and Secretary of
the Company--to represent you and vote your shares of the Company's common stock
on these proposals at the meeting in accordance with your instructions. These
persons also will have discretionary authority to vote your shares on any other
business that properly comes before the meeting. They also may vote your shares
to adjourn the meeting from time to time and will be authorized to vote your
shares at any postponement or adjournment of the meeting.

The Company's 2001 Annual Report, which includes the Company's financial
statements, accompanies this Proxy Statement. Although the 2001 Annual Report is
being distributed with this Proxy Statement, it does not constitute a part of
the proxy solicitation materials and is not incorporated herein by reference.

This Proxy Statement and the accompanying materials are first being sent or
given to the Company's stockholders on or about April 30, 2002.

INFORMATION ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE MEETING?

At the meeting, the Company's stockholders will vote on the following
proposals to:

1. Elect six directors to serve on the Board of Directors of the Company
for a term of one year; and

2. Approve the Company's 2002 Employee Stock Purchase Plan.

In addition, the Company's management will report on the performance of the
Company during fiscal 2001 and will respond to appropriate questions from
stockholders.

WHO IS ENTITLED TO VOTE?

The record date for the meeting is April 19, 2002. Only stockholders of
record at the close of business on April 19, 2002, are entitled to receive
notice of the meeting and to vote the shares of the Company's common stock that
they held on that date at the meeting. Each outstanding share of common stock
entitles its holder to one vote on each matter voted on at the meeting. At the
close of business on March 31, 2002, there were 32,388,249 outstanding shares of
common stock.

AM I ENTITLED TO VOTE IF MY SHARES ARE HELD IN "STREET NAME"?

If you are the beneficial owner of shares held in "street name" by a
brokerage firm, bank, or other nominee, such entity, as the record holder of the
shares, is required to vote the shares in accordance with your instructions. If
you do not give instructions to your nominee, it will nevertheless be entitled
to vote your shares on certain "discretionary" items, but will not be permitted
to vote your shares on certain "non-discretionary" items. In the case of
non-discretionary items, any shares not voted by your nominee will be considered
as "broker non-votes." However, there will not be any broker non-votes in
connection with the meeting, because all the matters to be acted upon by the
stockholders at the meeting are discretionary items on which your nominee will
be entitled to vote your shares even in the absence of instructions from you.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

A quorum must be present at the meeting in order for any business to be
conducted. The presence at the meeting, in person or by proxy, of the holders of
a majority of the shares of the Company's common stock outstanding on the record
date will constitute a quorum. Abstentions will be included in the calculation
of the number of shares considered present at the meeting for the purpose of
determining whether there is a quorum.

WHAT HAPPENS IF A QUORUM IS NOT PRESENT AT THE MEETING?

If a quorum is not present at the scheduled time of the meeting, the holders
of a majority of the shares present in person or represented by proxy at the
meeting may adjourn the meeting to another place, date, or time until a quorum
is present. The place, date, and time of the adjourned meeting will be announced
when the adjournment is taken, and no other notice will be given.

HOW DO I VOTE MY SHARES?

YOU MAY VOTE BY TELEPHONE IF YOU ARE A REGISTERED STOCKHOLDER. If you are a
registered stockholder (I.E., your shares are held in your own name), you may
vote by telephone by following the instructions included on the proxy card. You
do not need to return your proxy card if you vote by telephone.

YOU MAY BE ELIGIBLE TO PROVIDE VOTING INSTRUCTIONS TO YOUR NOMINEE BY
TELEPHONE OR ON THE INTERNET IF YOUR SHARES ARE HELD IN "STREET NAME." If you
are a beneficial owner of shares held in "street name" (i.e., your shares are
held in the name of a brokerage firm, bank, or other nominee), you may be
eligible to provide voting instructions to your nominee by telephone or on the
Internet. A large number of brokerage firms and banks participate in a program
provided through ADP Investor Communications Services ("ADP") that offers
telephone and Internet voting options. If your shares are held in "street name"
by a brokerage firm or bank that participates in the ADP program, you may
provide voting instructions to your nominee by telephone or on the Internet by
following the instructions set forth on the voting instruction form provided to
you. You do not need to return your proxy card if you provide voting
instructions to your nominee by telephone or on the Internet.

YOU MAY VOTE BY MAIL. If you are a registered stockholder, you may vote by
properly completing, signing, dating, and returning the accompanying proxy card.
The enclosed postage-paid envelope requires no additional postage if it is
mailed in the United States or Canada. If you are a beneficial owner of shares
held in "street name," you may provide voting instructions to the brokerage
firm, bank, or other nominee that holds your shares by properly completing,
signing, dating, and returning the voting instruction form provided to you by
your nominee.

YOU MAY VOTE IN PERSON AT THE MEETING. If you are a registered stockholder
and attend the meeting, you may deliver your completed proxy card in person. In
addition, the Company will pass out written ballots to registered stockholders
who wish to vote in person at the meeting. If you are a beneficial owner of
shares held in "street name" and wish to vote at the meeting, you will need to
obtain a proxy form from the brokerage firm, bank, or other nominee that holds
your shares.

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

Yes, you may revoke your proxy and change your vote at any time before the
polls close at the meeting in any of the following ways: (1) by voting again by
telephone, because only your latest telephone vote will be counted; (2) by
properly completing, signing, dating, and returning another proxy card with a
later date; (3) if you are a registered stockholder, by voting in person at the
meeting; (4) if you are a registered stockholder, by giving written notice of
such revocation to the Secretary of the Company prior to or at the meeting; or
(5) if you are a beneficial owner of shares held in "street name," by following
the instructions given by the brokerage firm, bank, or other nominee that holds
your shares. Your attendance at the meeting itself will not revoke your proxy
unless you give written notice of revocation to the Secretary of the Company
before the polls are closed.

WHO WILL COUNT THE VOTES?

American Stock Transfer & Trust Company ("AST"), the registrar and transfer
agent for the Company's common stock, will tabulate and certify the stockholder
votes submitted by proxy. A representative of AST will serve as the inspector of
election at the meeting.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?

Your Board of Directors recommends that you vote:

1. FOR the election of the six director nominees to serve on the Board of
Directors of the Company for a term of one year; and

2. FOR the approval of the Company's 2002 Employee Stock Purchase Plan.

WHAT HAPPENS IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit a proxy but do not indicate any voting instructions, your
shares will be voted FOR each of the proposals.

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE MEETING?

As of the date hereof, the Board of Directors knows of no business that will
be presented at the meeting other than the proposals described in this Proxy
Statement. However, if any other proposal properly comes before the stockholders
for a vote at the meeting, the proxy holders will vote your shares in accordance
with their best judgment.

HOW MANY VOTES ARE REQUIRED FOR ACTION TO BE TAKEN ON EACH PROPOSAL?

ELECTION OF DIRECTORS. The six director nominees will be elected to serve
on the Board of Directors for a term of one year if they receive a plurality of
the votes of the shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter. This means that the six director
nominees will be elected if they receive more votes than any other person. If
you vote to "Withhold Authority" with respect to the election of one or more
director nominees, your shares will not be voted with respect to the person or
persons indicated, although they will be counted for the purpose of determining
whether there is a quorum at the meeting.

APPROVAL OF 2002 EMPLOYEE STOCK PURCHASE PLAN. The Company's 2002 Employee
Stock Purchase Plan will be approved if a majority of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter are voted in favor of the proposal.

HOW WILL ABSTENTIONS BE TREATED?

Stockholders have the option of abstaining from voting on Proposal 2
(approval of the 2002 Employee Stock Purchase Plan), but not on Proposal 1
(election of directors). If you abstain from voting on Proposal 2, your shares
will be counted for the purpose of determining whether there is a quorum at the
meeting, and they will have the same effect as a negative vote on the proposal
for the purpose of determining the outcome of the vote. With respect to Proposal
1, because the directors are elected by a plurality vote, an abstention will
have no effect on the outcome of the vote and, therefore, is not offered as a
voting option on the proposal.

HOW WILL BROKER NON-VOTES BE TREATED?

A "broker non-vote" occurs when a brokerage firm, bank, or other nominee
does not vote the shares that it holds in "street name" on behalf of a
beneficial owner, because the beneficial owner has not provided voting
instructions to the nominee with respect to a non-discretionary item. Neither of
the proposals to be acted upon by the stockholders at the meeting is a
non-discretionary item on which a nominee will not have discretion to vote in
the absence of voting instructions from the beneficial owner. To the contrary,
both of the proposals are discretionary items on which a nominee will have
discretion to vote even without voting instructions from the beneficial owner.
Therefore, there will not be any broker non-votes in connection with the
meeting.

STOCK OWNERSHIP

HOW MUCH COMMON STOCK DO THE COMPANY'S MANAGEMENT AND ITS LARGEST
STOCKHOLDERS OWN?

The following table provides information about the beneficial ownership of
the Company's common stock as of March 31, 2002, by (1) each director of the
Company, (2) each executive officer of the Company named in the Summary
Compensation Table in this Proxy Statement, (3) all directors and executive
officers of the Company as a group, and (4) each person known to management of
the Company to be the beneficial owner of more than 5% of the outstanding shares
of common stock.

PERCENTAGE
NUMBER OF SHARES OF SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1-2) OUTSTANDING(3)
------------------------ ----------------------- --------------

Directors and Executive Officers:
F. Barry Bays............................................ 644,531 2.0%
James T. Treace(4)....................................... 362,701 1.1
John K. Bakewell......................................... 72,430 *
Jack E. Parr, Ph.D....................................... 38,144 *
Robert W. Churinetz...................................... 30,636 *
Karen L. Harris.......................................... 27,454 *
Richard B. Emmitt(5)..................................... 1,375,723 4.2
James E. Thomas.......................................... 181,343 *
Thomas E. Timbie......................................... 71,356 *
Elizabeth H. Weatherman(6)............................... 14,342,609 43.8
All directors and executive officers as a group (18 17,437,811 51.8
persons)(4-6)..........................................

Other Stockholder:
Warburg, Pincus Equity Partners, L.P.(7)................. 14,342,609 43.8
466 Lexington Avenue
New York, New York 10017

------------------------

* Less than 1% of the outstanding shares of common stock.

(1) A person's beneficial ownership of common stock is determined in accordance
with the rules and regulations of the Securities and Exchange Commission
(the "SEC"). Except as indicated in the footnotes to this table and subject
to applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all the shares of common
stock beneficially owned by them.

(2) The shares of common stock shown in the table include the following numbers
of shares that the indicated persons have the right to acquire as of
March 31, 2002, or within 60 days thereafter (i.e., May 30, 2002), upon the
exercise of options and warrants granted by the Company: Mr. Bays--490,908
shares; Mr. Bakewell--27,272 shares; Dr. Parr--34,381 shares;
Mr. Churinetz--30,636 shares; Ms. Harris--27,454 shares; all directors and
executive officers as a group--1,250,336 shares; and Warburg Pincus
entities--345,455 shares.

(3) The percentage of outstanding shares of common stock beneficially owned by
each person is calculated based on the 32,388,249 outstanding shares of
common stock as of March 31, 2002, plus the shares of common stock that such
person has the right to acquire as of such date or within 60 days thereafter
(i.e., May 30, 2002) upon the exercise of options and warrants granted by
the Company.

(4) The shares of common stock beneficially owned by Mr. Treace consist of
259,079 shares owned by Mr. Treace and 103,622 shares owned by the J&A
Group, LLC, a private investment and consulting company controlled by
Mr. Treace and his wife.

(5) The shares of common stock beneficially owned by Mr. Emmitt are owned by
Vertical Fund I, L.P., and Vertical Fund II, L.P. Mr. Emmitt is a Managing
Director of The Vertical Group Inc., and a general partner of The Vertical
Group, L.P., which in turn is the general partner of Vertical
Fund I, L.P., and Vertical Fund II, L.P. Mr. Emmitt does not own any shares
individually.

(6) The shares of common stock beneficially owned by Ms. Weatherman are owned by
Warburg Pincus. See footnote (7). Ms. Weatherman is a partner of Warburg,
Pincus & Co., and a Managing Director of Warburg Pincus LLC. Ms. Weatherman
does not own any shares individually and disclaims beneficial ownership of
all the shares owned by Warburg Pincus.

(7) The shares of common stock beneficially owned by Warburg, Pincus Equity
Partners, L.P., are owned by it and three affiliated partnerships, which are
referred to collectively as "Warburg Pincus." Warburg, Pincus & Co. is the
sole general partner of Warburg Pincus. Warburg Pincus is managed by Warburg
Pincus LLC. Lionel I. Pincus is the managing partner of Warburg, Pincus &
Co. and the managing member of Warburg Pincus LLC and may be deemed to
control both entities. Mr. Pincus does not own any shares individually and
disclaims beneficial ownership of all the shares owned by the Warburg Pincus
entities.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's directors and executive officers and the beneficial owners of
more than 10% of the outstanding shares of the Company's common stock (the
"Reporting Persons") file initial reports of, and subsequent reports of changes
in, beneficial ownership of the common stock with the SEC. The Reporting Persons
are required to furnish the Company with copies of all Section 16(a) reports
filed with the SEC. Based solely on the Company's review of the copies of such
reports and written representations from certain Reporting Persons furnished to
the Company, the Company believes that the Reporting Persons complied with all
applicable Section 16(a) filing requirements during 2001.

PROPOSAL 1--ELECTION OF DIRECTORS

GENERAL

The Company's bylaws provide that the Board of Directors is to consist of
such number of directors as may be fixed from time to time by resolution of the
Board of Directors. There are six directors at present. The directors are
elected at each annual meeting of stockholders and serve for a term of one year
until the next annual meeting of stockholders and until their respective
successors are elected and qualified, subject to their prior death, resignation,
retirement, disqualification, or removal from office.

NOMINEES FOR DIRECTOR

The Board of Directors proposes that the six nominees listed below be
elected to serve as directors of the Company. All the nominees are incumbent
directors of the Company, and each has consented to serve on the Board of
Directors. If any nominee were to become unavailable to serve as a director, the
Board of Directors may designate a substitute nominee. In that case, the persons
named as proxies will vote for the substitute nominee designated by the Board of
Directors.

F. BARRY BAYS. Mr. Bays, age 55, has been the President and Chief Executive
Officer and a director of the Company since 2000. He has 37 years of experience
in the medical device industry. Mr. Bays was the Senior Vice President and Chief
Operating Officer of Medtronic Xomed, Inc. and its predecessor, Xomed Surgical
Products, Inc., the leader in the market for surgical products used by ear,
nose, and throat surgeons, from 1996 to 2000. He was the Vice President and
Chief Operating Officer and a director of TreBay Medical Corp. from 1993 to
1996. Mr. Bays was the Executive Vice President and Chief Operating Officer of
Linvatec Corporation from 1990 to 1993. He was the Senior Vice President and
Chief Operating Officer of Concept, Inc. from 1981 to 1990.

JAMES T. TREACE. Mr. Treace, age 56, has been the Chairman of the Board of
the Company since 1999. He has been the President of the J&A Group, LLC, a
private investment and consulting company that he founded, since 2000.
Mr. Treace was the President of Medtronic Xomed, Inc. from 1999 to 2000, and was
the Chairman of the Board, Chief Executive Officer, and President of its
predecessor, Xomed Surgical Products, Inc., from 1996 to 1999. He was the
Chairman of the Board, Chief Executive Officer, and President of TreBay Medical
Corp. from 1993 to 1996. Mr. Treace was the President of Linvatec Corporation
from 1990 to 1993. He was the President and Chief Executive Officer of
Concept, Inc. from 1981 to 1990. Mr. Treace is a director of Kyphon Inc., a
privately held company. He is the brother of John R. Treace, the Vice
President--U.S. Sales of the Company.

RICHARD B. EMMITT. Mr. Emmitt, age 57, has been a director of the Company
since 1999. He has been a Managing Director of The Vertical Group Inc., an
investment management and venture capital firm focused on the medical device
industry, since 1989. Mr. Emmitt is a director of American Medical Systems
Holdings, Inc. and Micro Therapeutics, Inc., both publicly held companies. He is
a director of A-Med Systems, Inc., Microvena Corporation, SURx, Inc., and
Velocimed, LLC, all privately held companies.

JAMES E. THOMAS. Mr. Thomas, age 41, has been a director of the Company
since August 2000 and previously was a director from December 1999 to
March 2000. Mr. Thomas has been the Managing Partner of Thomas, McNerney &
Partners, LLC, a private equity investment partnership focused on the health
care industry, since 2000. He was with Warburg Pincus LLC, a private investment
firm, from 1989 to 2000, where he served as a Managing Director. Mr. Thomas is a
director of Transkaryotic Therapies, Inc. and The Medicines Company, Inc., both
publicly held companies.

THOMAS E. TIMBIE. Mr. Timbie, age 44, has been a director of the Company
since 2000. He has been the President of Timbie & Company, LLC, a financial
consulting firm that he founded, since

2000. Mr. Timbie was the Interim Vice President and Chief Financial Officer of
e-dr. Network, Inc., a business-to-business exchange in the optical device
market, during 2000. He was the Vice President and Chief Financial Officer of
Xomed Surgical Products, Inc. from 1996 to 1999.

ELIZABETH H. WEATHERMAN. Ms. Weatherman, age 42, has been a director of the
Company since 1999. She is a Managing Director of Warburg Pincus LLC, where she
has been a member of the health care group since 1988 and is responsible for
Warburg Pincus' medical device investment activities. Ms. Weatherman is a
director of American Medical Systems Holdings, Inc. and Micro
Therapeutics, Inc., both publicly held companies. She is a director of
Kyphon Inc., SURx, Inc., Microvena Corporation, Velocimed, LLC, and ev3, Inc.,
all privately held companies.

BOARD OF DIRECTORS' RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE SIX NOMINEES
FOR DIRECTOR LISTED ABOVE. All proxies solicited on behalf of the Board of
Directors will be voted FOR the election of the six director nominees unless the
stockholders instruct otherwise in their proxies.

HOW DOES THE BOARD OF DIRECTORS OPERATE?

The Board of Directors holds meetings on a regular quarterly basis and on
other occasions when required by special circumstances. The Board of Directors
delegates certain of its functions to its standing Executive Committee, Audit
Committee, and Compensation Committee which are described below.

EXECUTIVE COMMITTEE. The Executive Committee has the authority to exercise
all the powers of the Board of Directors in the management of the business and
affairs of the Company during the intervals between meetings of the Board of
Directors, subject to such restrictions or limitations as the Board of Directors
may specify from time to time or as limited by the Delaware General Corporation
Law. The Executive Committee is composed of four directors who are appointed by
the Board of Directors. The current members of the Executive Committee are James
T. Treace (chairman), F. Barry Bays, Richard B. Emmitt, and Elizabeth H.
Weatherman.

AUDIT COMMITTEE. The Audit Committee provides assistance to the Board of
Directors in satisfying its fiduciary responsibilities relating to the Company's
accounting, auditing, operating and reporting practices. The Audit Committee,
among other things, reviews the annual and quarterly financial statements, the
selection and work of the Company's independent auditors, the scope of the
annual audits, the fees to be paid to the auditors, and the adequacy of internal
controls for compliance with corporate policies and directives. The Audit
Committee is composed of three directors who are appointed by the Board of
Directors. The current members of the Audit Committee are Thomas E. Timbie
(chairman), Richard B. Emmitt, and James E. Thomas. Messrs. Timbie and Emmitt
are independent under the applicable listing standards of the National
Association of Securities Dealers (the "NASD"). Mr. Thomas, who currently does
not qualify as being independent due to his past affiliation with Warburg
Pincus, was appointed to the Audit Committee pursuant to an exception contained
in the NASD's listing standards. The Board of Directors found that it was in the
best interests of the Company and its stockholders that Mr. Thomas serve as a
member of the Audit Committee due to his accounting and financial experience.
The Audit Committee operates under a written charter adopted by the Board of
Directors. The Audit Committee's charter is set forth in Appendix A to this
Proxy Statement.

COMPENSATION COMMITTEE. The Compensation Committee reviews general programs
of compensation and benefits for all employees and makes recommendations to the
Board of Directors concerning executive officer and director compensation. The
Compensation Committee is composed of

three directors who are appointed by the Board of Directors. The current members
of the Compensation Committee are James T. Treace (chairman), James E. Thomas,
and Elizabeth H. Weatherman.

AUDIT COMMITTEE REPORT

Management is responsible for the Company's internal accounting and
financial controls and the financial reporting process. The Company's
independent auditors are responsible for performing an independent audit of the
Company's consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and for issuing a
report thereon. The Audit Committee's responsibility is to monitor and oversee
these processes and to report its findings to the Board of Directors. In this
context, the Audit Committee has met and held discussions, separately and
jointly, with each of management and the Company's independent auditors.
Management represented to the Audit Committee that the Company's consolidated
financial statements as of and for the fiscal year ended December 31, 2001, were
prepared in accordance with accounting principles generally accepted in the
United States of America. The Audit Committee has reviewed and discussed the
consolidated financial statements with management and the independent
accountants.

The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as amended by Statement on Auditing
Standards No. 90, AUDIT COMMITTEE COMMUNICATIONS, issued by the Auditing
Standards Board of the American Institute of Certified Public Accountants.

The Audit Committee has received the written disclosures and the letter from
the independent auditors required by Independence Standards Board Standard
No. 1, INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES, as amended, issued by the
Independence Standards Board. ISB Standard No. 1 requires the auditors to
disclose in writing to the Audit Committee all relationships between the
auditors and the Company that, in the auditors' judgment, reasonably may be
thought to bear on independence and to discuss the auditors' independence with
the Audit Committee. The Audit Committee has discussed with the independent
auditors their independence.

Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the Company's audited consolidated
financial statements as of and for the fiscal year ended December 31, 2001, be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, for filing with the Securities and Exchange Commission.

Submitted by,
The Audit Committee of
the Board of Directors of
Wright Medical Group, Inc.

Thomas E. Timbie (Chairman)
Richard B. Emmitt
James E. Thomas

HOW OFTEN DID THE BOARD OF DIRECTORS AND ITS COMMITTEES MEET IN 2001?

The Board of Directors met six times and took action by unanimous written
consent four times in 2001. The Audit Committee met six times in 2001. The
Compensation Committee met two times and took action by unanimous written
consent one time in 2001. Each director attended more than 75% of

the total number of meetings of the Board of Directors and its committees on
which he or she served in 2001.

HOW ARE DIRECTORS NOMINATED?

The Board of Directors does not have a nominating committee. Nominations for
election as a director of the Company may be made by the Board of Directors, a
nominating committee appointed by the Board of Directors, or any stockholder
entitled to vote for the election of directors. As required by the Company's
bylaws, stockholder nominations for election to the Board of Directors must be
made by written notice delivered to the Secretary of the Company in a timely
manner and must identify the nominee by name and provide pertinent information
concerning his or her background and experience.

The Company is a party to a stockholders agreement entered into on
December 7, 1999, with its then current stockholders. The stockholders agreement
provides that for as long as Warburg, Pincus Equity Partners, L.P. ("Warburg
Pincus") beneficially owns at least 20% of the outstanding shares of the
Company's capital stock, the Company is obligated to nominate and use its best
efforts to have two individuals designated by Warburg Pincus elected to the
Board of Directors. As of March 31, 2002, Warburg Pincus beneficially owned
14,342,609 shares of common stock representing 43.8% of the outstanding shares,
thus giving it the right under the stockholders agreement to designate two
persons to serve as directors of the Company. As a designee of Warburg Pincus,
Elizabeth H. Weatherman currently serves as a director of the Company and has
been nominated for re-election at the meeting. Warburg Pincus has not informed
the Company that it intends to designate a second person to be nominated for
election as a director of the Company.

HOW ARE DIRECTORS COMPENSATED?

The Company compensates its non-employee and non-stockholder representative
directors for their services in such capacity with an annual cash fee of
$12,000. In addition, the Company pays additional cash compensation of $38,000
per year to the Chairman of the Board (James T. Treace) and $18,000 per year to
the Chairman of the Audit Committee (Thomas E. Timbie) in recognition of the
additional responsibilities attendant to such positions. Directors who are also
employees of the Company (F. Barry Bays) or who represent one of the Company's
stockholders (Richard B. Emmitt and Elizabeth H. Weatherman) are not separately
compensated for their services as directors. All directors are reimbursed for
their out-of-pocket expenses incurred in connection with attending meetings of
the Board of Directors and its committees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

James T. Treace, James E. Thomas, and Elizabeth H. Weatherman served as
members of the Compensation Committee of the Board of Directors during 2001.
None of such persons is or has been an officer or employee of the Company or any
of its subsidiaries. In addition, no executive officer of the Company served
during 2001 as a director or a member of the compensation committee of any
entity that had an executive officer serving as a director of the Company or a
member of the Compensation Committee of the Board of Directors.

Ms. Weatherman is a Managing Director of Warburg Pincus LLC. Mr. Thomas was
a Managing Director of Warburg Pincus LLC from 1989 to June 2000, although he
was no longer associated with Warburg Pincus LLC when he re-joined the Board of
Directors in August 2000. Warburg Pincus LLC manages Warburg, Pincus Equity
Partners, L.P. ("Warburg Pincus"), the Company's largest stockholder.

In July 2001, in connection with the closing of the Company's initial public
offering of 7,500,000 shares of common stock, approximately $13.1 million of the
Company's subordinated notes held by Warburg Pincus were converted into
1,125,000 shares of non-voting common stock, resulting in a gain to Warburg
Pincus of approximately $984,000 or $.875 per share. In addition, upon the
exercise of the

underwriters' over-allotment option in the initial public offering, Warburg
Pincus sold 1,125,000 shares of voting common stock at the public offering price
of $12.50 per share less an underwriting discount of $.875 per share, resulting
in net proceeds to Warburg Pincus of $13,078,125.

In March 2002, in a secondary public offering of common stock by the Company
and certain selling stockholders, Warburg Pincus sold 1,927,196 shares of voting
common stock (including 450,000 shares upon the exercise of the underwriters'
over-allotment option) at the public offering price of $15.40 per share less an
underwriting discount of $.8085 per share, resulting in net proceeds to Warburg
Pincus of $28,120,680. Following the closing of the secondary offering, Warburg
Pincus converted all of its shares of non-voting common stock into shares of
voting common stock. As of March 31, 2002, Warburg Pincus beneficially owned
14,342,609 shares of voting common stock representing 43.8% of the outstanding
shares. There are no longer any outstanding shares of non-voting common stock.

PROPOSAL 2--APPROVAL OF 2002 EMPLOYEE STOCK PURCHASE PLAN

INTRODUCTION

The Board of Directors adopted the Wright Medical Group, Inc. 2002 Employee
Stock Purchase Plan (the "Plan") on February 14, 2002, subject to approval by
the Company's stockholders. The Plan provides a method whereby employees of the
Company and its subsidiaries can acquire a proprietary interest in the Company
through the purchase of common stock. Under the Plan, eligible employees will be
able to authorize voluntary payroll deductions to be used to purchase shares of
common stock at a price equal to 85 percent of the market value of the common
stock at either the beginning or the end of a six-month plan period, whichever
is less. The Board of Directors believes that the Plan will encourage employee
participation in the ownership of the Company, which will be of mutual benefit
to employees and to the Company.

The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
right of a participant to purchase shares of common stock under the Plan is
intended to constitute an "option" issued pursuant to an employee stock purchase
plan within the meaning of Section 423. Section 423 requires that the Plan be
approved by the Company's stockholders within 12 months before or after the date
on which the Plan was adopted.

SUMMARY OF PLAN

The following is a description of only the material features of the Plan.
The full text of the Plan is set forth as Appendix B to this Proxy Statement,
and the following is qualified in its entirety by reference to Appendix B.

AVAILABLE SHARES OF COMMON STOCK. The maximum number of shares of common
stock that will be offered under the Plan is 200,000 shares, subject to
appropriate adjustment in the case of any stock split, reorganization, merger,
reclassification, or similar corporate event affecting the common stock.
Although shares purchased by participants under the Plan can be newly issued
shares, treasury shares or shares acquired by the Company in the open market,
the Company currently intends to use newly issued shares for this purpose.

PLAN ADMINISTRATION. The Plan will be administered by the Compensation
Committee of the Board of Directors (the "Committee"). The Committee will have
authority to interpret the Plan, construe its terms, adopt rules and
regulations, prescribe forms, and make all determinations under the Plan.

ELIGIBLE EMPLOYEES. Generally, employees of the Company or any of its
subsidiaries that are designated by the Committee for participation in the Plan,
who are regularly and actively employed, will be eligible to participate in the
Plan, provided that their customary employment with the Company or any
designated subsidiary is more than 20 hours per week and more than five months
per year. However, no employee who, immediately after the grant of an option
under the Plan, would own stock and/or hold outstanding options to purchase
stock possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company, will be eligible to participate in the Plan. As
of March 31, 2002, approximately 750 employees would be eligible to participate
in the Plan.

PLAN PERIODS. The Plan provides for two six-month "Plan Periods" in each
calendar year, one commencing on January 1 and terminating on the following
June 30, and the other commencing on July 1 and terminating on the following
December 31. The first day of a Plan Period is called the "Entry Date" and the
last day is known as the "Exercise Date." The Committee may change the beginning
date, ending date, and duration of Plan Periods on a prospective basis, provided
that the Plan Periods will in all cases comply with applicable limitations under
Section 423 of the Code.

ENROLLMENT. An eligible employee may enroll in the Plan for a Plan Period
by delivering a signed subscription agreement to the Company no later than
15 days after the Entry Date of the Plan Period for which he or she desires to
enroll. After initial enrollment in the Plan, the employee will be automatically
re-enrolled in the Plan for subsequent Plan Periods unless he or she withdraws
from the Plan before a new Plan Period begins, terminates employment, or
otherwise becomes ineligible to participate in the Plan.

CONTRIBUTIONS THROUGH PAYROLL DEDUCTION. Upon enrollment in the Plan, the
employee must elect the rate at which he or she will make payroll contributions
for the purchase of common stock. Participants can elect to contribute an amount
equal to not more than 5% of their compensation during a Plan Period, or $5,000,
whichever is less. For this purpose, the term "compensation" is defined as
(1) the total annual compensation paid to the employee during a Plan Period by
the Company and its designated subsidiaries to the extent that such compensation
would be subject to Social Security tax withholding but for the maximum dollar
amount of the Social Security wage base established by federal law, less
(2) the amount of such compensation that consists of contest awards,
reimbursement of moving expenses, life insurance premiums, payments
characterized as deferred compensation for purposes of Section 404 of the Code,
and compensation reportable to the employee on account of his or her
participation in any restricted stock or incentive stock option plans of the
Company or its subsidiaries. A participant is not permitted to purchase common
stock having a fair market value, as of the beginning of the Plan Period, in
excess of $25,000 in any single calendar year.

All employee contributions under the Plan will be made by means of direct
payroll deduction. The contribution rate elected by a participant will continue
in effect until modified, but a participant may not change his or her previously
elected contribution rate during a Plan Period. A participant's contributions
will be credited to a payroll deduction account maintained on behalf of the
participant. No interest will be credited on payroll contributions.

GRANT OF OPTION ON ENTRY DATE. On the Entry Date of each Plan Period, a
participant will be deemed to have been granted an option to purchase up to the
number of shares of common stock that results from dividing his or her
authorized payroll deduction amount by a share price equal to 85% of the market
value of the common stock on the Entry Date. Options may be granted to
participants on any Entry Date so long as the Plan has not been terminated and
the maximum number of authorized shares has not been exceeded. The options
deemed to have been granted under the Plan are not the same as, and are not to
be confused with, the stock options that the Company may grant under the
Company's 1999 Equity Incentive Plan.

PURCHASE OF SHARES ON EXERCISE DATE. On the Exercise Date of each Plan
Period, the Committee will automatically exercise each participant's option to
purchase the number of whole shares of common stock that results from dividing
the balance of each participant's payroll deduction account by the purchase
price determined under the Plan. The Company will sell the shares directly to
the Plan for delivery to participating employees. If the aggregate number of
whole shares of common stock that could be purchased by all participants exceeds
the total number of shares of common stock with respect to which the Committee
granted options on the Entry Date of a Plan Period, then the option will be
exercised to purchase each participant's pro rata share of the available shares
of common stock, and any excess balance in a participant's payroll deduction
account will be refunded.

PURCHASE PRICE. At the end of the Plan Period, the Plan will purchase on
behalf of the participants shares of common stock at a price equal to the lesser
of 85 percent of the market value of the common stock on the Entry Date of the
Plan Period or 85 percent of the market value of the common stock on the
Exercise Date of the Plan Period. On March 28, 2002, the last reported sale
price of the common stock on the Nasdaq National Market was $20.09 per share.

TRANSFER RESTRICTIONS. Shares purchased by participants under the Plan
cannot be sold, exchanged, pledged, hypothecated, or otherwise transferred until
the later of (1) a period of one year after the Exercise Date when they were
purchased or (2) a period of two years after the Entry Date on which the option
to acquire the shares was granted under the Plan (the "Holding Period"). These
restrictions will be evidenced by an appropriate legend on each stock
certificate issued to a participant. The restrictions may be waived by the
Committee if the participant demonstrates that he or she has a financial
emergency which necessitates liquidating the shares and makes adequate
arrangements to cover withholding taxes resulting from the early sale of the
common stock.

PARTICIPANTS' RIGHTS. Participants' rights under the Plan are not
transferable except pursuant to the laws of descent and distribution. A
participant does not become the owner of shares purchased under the Plan and
does not have any voting, dividend, or other rights as a stockholder of the
Company with respect to such shares until the shares have been transferred to
the participant on the Company's stockholder records.

WITHDRAWAL OF CONTRIBUTIONS. A participant may withdraw his or her payroll
deductions from the Plan at any time by giving written notice to the Secretary
of the Company, and such notice will also stop any further payroll deductions
under the Plan. However, if the notice to withdraw is not received prior to the
Exercise Date of a Plan Period, the participant's option to purchase shares will
automatically be exercised pursuant to the terms of the Plan, and the payroll
deductions will be used to pay for the shares covered by such option.

TERMINATION OF ENROLLMENT. A participant's enrollment in the Plan will
terminate upon the termination of his or her employment by the Company or one of
its designated subsidiaries. Upon termination of employment for any reason other
than death, the payroll deductions credited to a participant's account will be
returned. Upon termination of employment because of death, a participant's
beneficiary may elect either to withdraw the payroll deductions credited to a
participant's account or to exercise the participant's option to purchase shares
of common stock on the next Exercise Date.

PLAN STATEMENTS AND COSTS. The Company will provide statements to Plan
participants at least once per Plan Period showing the amount of payroll
deductions and the number of shares of common stock purchased during the Plan
Period. In addition, a participant may request in writing a statement of his or
her payroll deduction account balance as of the date of the most recently
completed pay period preceding the date of the request. The Company will pay the
costs and expenses incurred in the administration of the Plan.

TERMINATION OR AMENDMENT OF PLAN. The Board of Directors may terminate,
amend, or modify the Plan without obtaining approval from the Company's
stockholders, except that the Board of Directors will not, without stockholder
approval, increase the maximum number of shares of common stock that may be
issued under the Plan (other than adjustments for stock splits and other changes
in capitalization as provided in the Plan), amend the requirements for
eligibility to participate in the Plan, or amend the Plan in any manner that
would have the effect of causing the Plan not to be an "employee stock purchase
plan" as defined in Section 423 of the Code. However, no termination, amendment,
or modification of the Plan may be made that would adversely affect the rights
of any employee then having an option to purchase shares under the Plan without
the affected employee's consent.

PLAN BENEFITS

The benefits to be received by participants in the Plan will depend on the
number of eligible employees who enroll in the Plan, the payroll deduction
elections made by such employees, and the availability of shares under the Plan.
Therefore, it is not possible to determine the benefits that will be received in
the future by participants in the Plan or the benefits that would have been
received by such participants if the Plan had been in effect in 2001.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material anticipated federal income tax
consequences of the Plan to the Company and the Plan participants. The summary
is based on current federal income tax law, which is subject to change, and does
not address state, local, or foreign tax consequences or considerations. THIS
DISCUSSION IS NOT TAX ADVICE. EACH ELIGIBLE EMPLOYEE CONTEMPLATING PARTICIPATION
IN THE PLAN SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.

No taxable income will result to the participant upon the grant of an option
or upon the purchase of shares for his or her account under the Plan, although
the amount of a participant's payroll deductions under the Plan will be taxable
as ordinary income as if received by the participant.

If the participant (a) disposes of shares acquired under the Plan after the
expiration of the Holding Period (i.e., after the later of one year after the
Exercise Date of the Plan Period with respect to which the shares were purchased
or two years after the Entry Date on which the option to acquire the shares was
granted under the Plan), or (b) dies at any time while holding shares acquired
under the Plan, then at the time that the participant disposes of the shares he
or she will recognize ordinary income in an amount equal to the lesser of
(i) the fair market value of the shares on the Entry Date of the Plan Period
with respect to which they were acquired, or (ii) the excess of the fair market
value of the shares on the date of disposition or death over the amount of the
participant's payroll deductions used to purchase the shares.

If the participant disposes of shares acquired under the Plan prior to the
expiration of the Holding Period (i.e., before the later of one year after the
Exercise Date of the Plan Period with respect to which the shares were purchased
or two years after the Entry Date on which the option to acquire the shares was
granted under the Plan), then at that time the participant will recognize
ordinary income in an amount equal to the excess of the fair market value of the
shares on the Exercise Date over the amount of the participant's payroll
deductions used to purchase the shares. The participant will be considered to
have disposed of shares if the participant sells, exchanges, makes a gift, or
transfers (except by death) legal title to the shares.

In addition, the participant will recognize a long-term or short-term
capital gain or loss, as the case may be, in an amount equal to the difference
between the amount realized upon any sale of common

stock and the participant's basis in the common stock (i.e., the purchase price
plus the amount, if any, taxed to the participant as ordinary income, as
described in (2) and (3) above).

If the Holding Period is satisfied, the Company will not receive any
deduction for federal income tax purposes with respect to any discount in the
sale price of shares purchased under the Plan. If the Holding Period is not
satisfied, the Company generally will be entitled to a tax deduction in an
amount equal to the amount taxed to the participant as ordinary income.

Dividends, if any, on shares purchased pursuant to the Plan will be taxable
as ordinary income in the year paid.

BOARD OF DIRECTORS' RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
PLAN. All proxies solicited by the Board of Directors will be voted FOR the
approval of the Plan unless the stockholders instruct otherwise in their
proxies.

INDEPENDENT ACCOUNTANTS

Arthur Andersen LLP has acted as the Company's independent accountants since
August 2000. However, in light of recent, well-publicized events involving
Arthur Andersen, and upon the recommendation of management and the Audit
Committee, the Board of Directors has decided to reconsider the engagement of
Arthur Andersen as the Company's independent accountants. The Board of Directors
has not yet selected any accounting firm to serve as the Company's independent
accountants for the fiscal year ending December 31, 2002. As a result, the Board
of Directors is not seeking stockholder ratification at the meeting.

The Audit Committee and the Board of Directors will continue to review and
monitor the ability of Arthur Andersen to provide high-quality, professional
services to the Company. Based on this review and its determination of which
approach is in the best interests of the Company and its stockholders, the Board
of Directors at any time may either continue the engagement of Arthur Andersen
or appoint a different accounting firm to serve as the Company's independent
accountants for 2002.

Stockholder ratification of the selection of the Company's independent
accountants is not required by the Company's by-laws or other applicable legal
requirements. However, the Board of Directors intends to seek stockholder
ratification of its selection of the Company's independent accountants for the
fiscal year ending December 31, 2003, at the 2003 Annual Meeting of
Stockholders.

Representatives of Arthur Andersen are expected to be present at the
meeting. They will be given an opportunity to make a statement if they so desire
and will be available to respond to appropriate questions from the Company's
stockholders.

The following table presents information regarding the fees billed by Arthur
Andersen for certain categories of professional services provided to the Company
in 2001:

FEES
----------

Audit fees, including review of quarterly financial
statements................................................ $ 490,500
Audit-related fees*......................................... 670,700
Financial information systems design and implementation
fees...................................................... --
All other fees.............................................. 273,800
----------
Total..................................................... $1,435,000

------------------------

* The audit-related services provided to the Company in 2001 were services
that are traditionally performed by independent accountants, including
assistance in the preparation of the registration statement filed by the
Company with the SEC pursuant to its initial public offering, the
preparation of comfort letters delivered to the underwriters of such
offering, and audits of the Company's employee benefit plans.

The Audit Committee reviewed all non-audit services provided by Arthur
Andersen in 2001 and concluded that the provision of such services was
compatible with maintaining Arthur Andersen's independence in the conduct of its
auditing functions.

EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

Set forth below is certain information concerning the executive officers of
the Company.

NAME AGE POSITION(S)
---- -------- ------------------------------------------

F. Barry Bays............................. 55 President and Chief Executive Officer

John K. Bakewell.......................... 40 Executive Vice President and Chief
Financial Officer

Jack E. Parr, Ph.D. ...................... 62 Executive Vice President and Chief
Scientific Officer

Robert W. Churinetz....................... 50 Senior Vice President--Global Operations

R. Glen Coleman........................... 47 Senior Vice President--Marketing

Brian T. Ennis............................ 47 President--International

Warren O. Haggard, Ph.D. ................. 45 Vice President--Research

Karen L. Harris........................... 40 Vice President--International Sales and
Distribution

Jason P. Hood, J.D. ...................... 37 Vice President, General Counsel, and
Secretary

Joyce B. Jones............................ 49 Vice President and Treasurer

Jeffrey G. Roberts........................ 43 Vice President--Research and Development

Carl M. Stamp............................. 39 Vice President--Business Development

John R. Treace............................ 57 Vice President--U.S. Sales

F. Barry Bays has been the President and Chief Executive Officer and a
director of the Company since 2000. He has 37 years of experience in the medical
device industry. Mr. Bays was the Senior Vice President and Chief Operating
Officer of Medtronic Xomed, Inc. and its predecessor, Xomed Surgical
Products, Inc., the leader in the market for surgical products used by ear,
nose, and throat surgeons, from 1996 to 2000. He was the Vice President and
Chief Operating Officer and a director of TreBay Medical Corp. from 1993 to
1996. Mr. Bays was the Executive Vice President and Chief Operating Officer of
Linvatec Corporation from 1990 to 1993. He was the Senior Vice President and
Chief Operating Officer of Concept, Inc. from 1981 to 1990.

John K. Bakewell has been the Executive Vice President and Chief Financial
Officer of the Company since December 2000. He was the Chief Financial Officer
and Vice President of Finance and Administration of Altra Energy
Technologies, Inc., a software and e-commerce solutions provider to the energy
industry, from 1998 to 2000. Mr. Bakewell was the Vice President of Finance and
Administration and Chief Financial Officer of Cyberonics, Inc., a publicly held
medical device manufacturer from 1993 to 1998. He was the Chief Financial
Officer of ZEOS International Ltd., a publicly held manufacturer and direct
marketer of personal computers and related products, from 1990 to 1993.
Mr. Bakewell is a certified public accountant.

Jack E. Parr, Ph.D., has been the Executive Vice President and Chief
Scientific Officer of the Company since 1998. He previously served the Company
as Vice President--Research and Development from 1993 to 1998. Dr. Parr has
22 years of experience in the orthopaedic medical device industry and holds 16
U.S. patents. He is a member of the American Academy of Orthopaedic

Surgeons, a director and past president of the Society of Biomaterials, a
director of the American Society for Testing and Materials, and a member of
several other professional associations.

Robert W. Churinetz has been the Senior Vice President--Global Operations of
the Company since April 2001. He previously served the Company as Vice
President--Quality and Regulatory Affairs from 1993 to 1998, Vice
President--Operations from 1998 to 2000, and Vice President--Global Operations
from 2000 to April 2001. Mr. Churinetz has 25 years of experience in the medical
device industry. Mr. Churinetz was employed by United States Surgical
Corporation from 1976 to 1993 in various positions of increasing responsibility,
ultimately serving as the Senior Director of Corporate Quality Functions.

R. Glenn Coleman has been the Senior Vice President--Marketing of the
Company since March 2001. He was the Vice President of Marketing for Medtronic
Xomed, Inc. and its predecessor, Xomed Surgical Products, Inc., from 1996 to
2000. Mr. Coleman held several management positions at Linvatec Corporation from
1983 to 1996, including service as Vice President of Global Marketing during
1996, Vice President of Sales from 1993 to 1996, Vice President and General
Manager of the Concept Division from 1991 to 1993, and Vice President of
Research and Development earlier.

Brian T. Ennis has been the President--International of the Company since
July 2001. He has more than 19 years of experience in the medical device
industry. Mr. Ennis held several management positions with Stryker Corporation
from 1988 to 2000, including service as Director of Marketing of Stryker
Medical, Vice President and General Manager of Stryker Medical Europe, Vice
President and General Manager of Stryker United Kingdom, and Vice President of
MedSurg Marketing for Stryker Europe, Africa, and Middle East. He was employed
by C.R. Bard Corporation from 1982 to 1988, serving in progressively higher
sales and marketing positions culminating as a Group Product Manager for the
Bard Urological division.

Warren O. Haggard, Ph.D., has been the Vice President--Research of the
Company since 1998. He began his employment with the Company in 1993 as the
Manager of Small Joint Implant Product Development and thereafter has held
various positions of increasing responsibility. Dr. Haggard was employed by Dow
Corning Wright, a predecessor company, from 1985 to 1991, where he served
initially as a Product Development Engineer and later as a Project Engineer. He
worked at Union Carbide Corporation as a material scientist from 1982 to 1985.

Karen L. Harris has been the Vice President--International Sales and
Distribution of the Company since 1998. She joined the Company in 1997 as Vice
President--European Business Development. Ms. Harris was employed by MicroAire
Surgical Instruments, Inc. from 1990 to 1997, where she held various positions
and ultimately was Director of International Sales and Marketing.

Jason P. Hood, J.D., has been a Vice President of the Company since
April 2002 and its General Counsel and Secretary since 1998. He previously
served the Company as Corporate Counsel during 1998. Mr. Hood was an attorney
with Sedgwick Noble Lowndes, an international employee benefits consulting firm,
from 1997 to 1998. He was associated with the law firm of Glankler Brown, PLLC
from 1994 to 1997, where he concentrated his practice in employment law and
general civil litigation. Mr. Hood is licensed to practice law in the State of
Tennessee.

Joyce B. Jones has been the Vice President and Treasurer of the Company
since April 2002. She joined the Company as Manager of General Accounting in
1989 and since then has been promoted to various positions of increasing
responsibility in accounting and finance, most recently serving as Vice
President--Finance and Controller from 1998 to April 2002. Ms. Jones has
18 years of experience in the medical device industry. She was the Corporate
Controller of Insituform Technologies, Inc. a provider of specialized pipeline
rehabilitation technologies and services, from 1986 to 1989.

Jeffrey G. Roberts has been the Vice President--Research and Development of
the Company since September 2000. He joined the Company in March 2000 as Vice
President--Product Development.

Mr. Roberts has over 18 years of experience in the medical device industry and
has been involved in the design, development, and manufacture of many
orthopaedic devices, implants, and instruments for both total joint and
arthroscopic applications. From 1996 until joining the Company, he was employed
by Aquarius Medical Corporation, a medical device start-up company that was
acquired by Kobayashi Pharmaceutical Ltd. of Japan, where he served in various
positions of responsibility, including Vice President of Research and
Development. Mr. Roberts' other executive and technical experience includes
service as President of Arthrotek, Inc., a subsidiary of Biomet Inc., from 1994
to 1996; and various technical positions, including Vice President of Research
and Development, with Linvatec Corporation from 1988 to 1994.

Carl M. Stamp has been the Vice President--Business Development of the
Company since March 2001. He joined the Company in 1994 and previously served as
Vice President--Marketing from 1996 to March 2001 and Regional Sales Director
from 1994 to 1996. Mr. Stamp has 15 years of experience in the orthopaedic
medical device industry. He was employed by Orthomet, Inc. as Director of
Marketing from 1992 to 1994 when it was acquired by the Company. Mr. Stamp held
positions in product development engineering and marketing with Dow Corning
Wright from 1986 to 1992.

John R. Treace has been the Vice President--U.S. Sales of the Company since
2000. He was Vice President of U.S. Sales for Medtronic Xomed, Inc., and its
predecessor, Xomed Surgical Products, Inc., from 1994 to 2000. Mr. Treace was
Vice President of Sales and Marketing of TreBay Medical Corp. from 1995 to 1996.
He is the brother of James T. Treace, the Chairman of the Board of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW. The Compensation Committee of the Board of Directors (the
"Committee") administers the Company's executive compensation program. The
Committee is responsible for making decisions with respect to the compensation
of the Company's executive officers, including the Chief Executive Officer. In
making decisions regarding executive compensation, the Committee has attempted
to implement a policy that serves the financial interests of the Company's
stockholders while providing appropriate incentives to its executive officers.

COMPENSATION PHILOSOPHY. The Company's executive compensation program is
designed to attract and retain high caliber executives and motivate them to
achieve superior performance for the benefit of the Company's stockholders. The
Committee believes that a significant portion of executive officers'
compensation potential on an annual basis should be at risk based on the
Company's performance. If the Company's performance does not meet the criteria
established by the Committee, incentive compensation will be adjusted
accordingly.

COMPENSATION PROGRAM. The compensation for executive officers of the
Company consists primarily of a base salary, an incentive bonus opportunity, and
long-term incentive awards tied directly to the performance of the Company's
common stock. The total cash compensation (I.E., base salary plus incentive
bonus) paid to the Company's executive officers is intended to be competitive
with the total cash compensation paid to executive officers in similar positions
at companies primarily in the medical device industry with revenues similar to
those of the Company. These components of executive compensation are discussed
more fully below.

BASE SALARY. The Committee determines the base salaries of the Chief
Executive Officer and all other executive officers of the Company. In setting
the base salaries, the Committee does not rely on a specific list of companies
to compare salaries, but seeks relevant compensation data. Salaries are reviewed
annually, and increases are based primarily on merit according to each executive
officer's achievement of performance objectives.

INCENTIVE BONUS. The Company implemented a management incentive plan for
its executive officers and other management employees in 2001. The incentive
plan provided for the discretionary

payment by the Company of an incentive bonus in the event, and to the extent,
that the Company achieved certain quarterly and annual performance objectives,
including the Company's sales, operating profit, and inventory and manufacturing
efficiency. Under the plan, the incentive bonuses were calculated as a
percentage of the executive officer's base salary, with the maximum percentage
being 45-50% of base salary depending on the executive's job classification. As
a result of the Company's performance in 2001 relative to the incentive plan's
objectives, the executive officers received incentive bonuses in the approximate
range of 17-43% of their base salaries.

LONG-TERM INCENTIVE AWARDS. The Company may grant long-term, equity-based
incentive awards to its executive officers under the 1999 Equity Incentive Plan
(the "Equity Incentive Plan"). Under the Equity Incentive Plan, which is
administered by the Committee, the Company may award long-term incentives in
such forms as incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock, phantom stock units, performance share
units, and stock bonuses. Based on an assessment of competitive factors, the
Committee determines an award that is suitable for providing an adequate
incentive for the performance and retention of each executive officer. It is not
intended that such awards be granted on the basis of past corporate performance
or the size or amount of awards previously granted.

The Committee's practice has been to award stock options in order to closely
align the interests of the executive officers with those of the Company's
stockholders. In 2001, the Company granted stock options to purchase a total of
324,092 shares of common stock to 11 executive officers. To encourage retention,
the stock options generally are granted with a vesting period over several
years. The stock options granted to the executive officers in 2001 vest ratably
over four years. The Committee has taken the position that stock options should
be granted with an exercise price that is equal to the fair market value of the
common stock on the date of grant. The actual value of stock option
compensation, therefore, depends on the market value of the common stock
increasing after the date of grant.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. F. Barry Bays was the President
and Chief Executive Officer of the Company in 2001. Mr. Bays has an employment
agreement with the Company, which is discussed in more detail elsewhere in this
Proxy Statement. Pursuant to the agreement, the Company paid Mr. Bays a base
salary of $270,000 in 2001. Mr. Bays also was eligible under the Company's
management incentive plan to receive an incentive bonus of up to 50% of his base
salary in the event that the Company achieved certain quarterly and annual
performance objectives in 2001. He received an incentive bonus of $109,158, or
approximately 40% of his base salary, for 2001. On March 28, 2001, the Company
granted an option to purchase 109,091 shares of common stock to Mr. Bays under
the Equity Incentive Plan. The exercise price of the option is $8.25 per share,
which is equal to the appraised fair market value of the common stock on the
date of grant. The option vests ratably over four years and has a ten-year term.
In 2001, pursuant to his employment agreement, Mr. Bays also received a one-time
payment of $225,000 to cover the loss of an excise tax and gross-up
reimbursement from his former employer. The Committee considers the total
compensation received by Mr. Bays for 2001 to be reasonable and appropriate
under the circumstances.

Submitted by,
The Compensation Committee of
the Board of Directors of
Wright Medical Group, Inc.

James T. Treace (Chairman)
James E. Thomas
Elizabeth H. Weatherman

SUMMARY COMPENSATION TABLE

The table below sets forth summary compensation information for the
Company's Chief Executive Officer in 2001 and each of the four other most highly
compensated executive officers of the Company who were serving in such
capacities on December 31, 2001.

LONG-TERM
COMPENSATION
------------------
ANNUAL COMPENSATION SHARES OF
------------------- COMMON STOCK ALL OTHER
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS UNDERLYING OPTIONS COMPENSATION
---------------------------- -------- -------- -------- ------------------ ------------

F. Barry Bays................ 2001 $270,000 $109,158 109,091 $ 240,300(1)
President, Chief Executive 2000 248,571 116,765 618,182 94,194(2)
Officer, and Director
John K. Bakewell(3).......... 2001 190,000 59,089 -- 97,794(4)
Executive Vice President 2000 11,310 -- 109,091 --
and Chief Financial Officer
Jack E. Parr, Ph.D........... 2001 183,450 74,069 23,636 8,805(5)
Executive Vice President 2000 176,750 94,509 30,328 7,930(6)
and Chief Scientific
Officer
Robert W. Churinetz.......... 2001 189,000 80,585 18,182 5,100(7)
Senior Vice President-- 2000 180,000 48,851 43,273 5,100(7)
Global Operations
Karen L. Harris.............. 2001 171,000 72,569 5,455 5,325(8)
Vice 2000 161,033 45,053 43,273 4,831(9)
President--International
Sales and Distribution

------------------------

(1) Mr. Bays' other compensation for 2001 consisted of $225,000 to cover the
loss of an excise tax and gross-up reimbursement from his previous employer,
$5,100 in matching contributions under the Company's 401(k) plan, and
$10,200 in perquisites.

(2) Mr. Bays' other compensation for 2000 consisted of $84,844 to cover the loss
of a performance bonus from a previous employer and $9,350 in perquisites.

(3) Mr. Bakewell's first day of employment with the Company was December 11,
2000.

(4) Mr. Bakewell's other compensation for 2001 consisted of $52,500 to cover the
loss of incentive compensation from a previous employer, $5,100 in matching
contributions under the Company's 401(k) plan, and $40,194 in perquisites.

(5) Dr. Parr's other compensation for 2001 consisted of $5,100 in matching
contributions under the Company's 401(k) plan and $3,705 in perquisites.

(6) Dr. Parr's other compensation for 2000 consisted of $5,100 in matching
contributions under the Company's 401(k) plan and $2,830 in perquisites.

(7) Mr. Churinetz's other compensation for 2001 and 2000 consisted of $5,100 in
matching contributions under the Company's 401(k) plan.

(8) Ms. Harris' other compensation for 2001 consisted of $5,100 in matching
contributions under the Company's 401(k) plan and $225 in perquisites.

(9) Ms. Harris' other compensation for 2000 consisted of $4,831 in matching
contributions under the Company's 401(k) plan.

STOCK OPTION GRANTS IN 2001

The table below sets forth information concerning the stock options grants
in 2001 to the executive officers named in the Summary Compensation Table and
the potential realizable value of such stock options at assumed annual rates of
stock price appreciation for the ten-year terms.

PERCENTAGE POTENTIAL REALIZABLE
OF ALL VALUE AT ASSUMED
STOCK ANNUAL RATES OF STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
STOCK GRANTED TO EXERCISE FOR OPTION TERM(3)
OPTIONS GRANTED EMPLOYEES PRICE PER EXPIRATION -------------------------------
NAME IN 2001 IN 2001 SHARE(1) DATE(2) 5% 10%
---- --------------- ----------- --------- ---------- ------------------ ----------

F. Barry Bays........ 109,091 16.54% $8.25 03/28/11 $2,280,788 $4,164,875
John K. Bakewell..... -- -- -- -- -- --
Jack E. Parr,
Ph.D............... 23,636 3.58 8.25 03/28/11 494,163 902,375
Robert W. Churinetz.. 18,182 2.76 8.25 03/28/11 380,135 694,152
Karen L. Harris...... 5,455 0.83 8.25 03/28/11 114,049 208,261

--------------------------

(1) The exercise price per share of each stock option granted to the named
executive officers is equal to the appraised fair market value of the common
stock on the date of grant.

(2) All the stock options granted to the named executive officers were granted
under the Company's 1999 Equity Incentive Plan (the "Equity Incentive
Plan"). The Compensation Committee, which administers the Equity Incentive
Plan and the Company's other incentive plans, has general authority to
accelerate, extend, or otherwise modify the benefits under the stock options
in certain circumstances within overall plan and other limitations. The
Compensation Committee has no present intention to exercise that authority
with respect to these stock options.

(3) In accordance with the SEC's rules, these dollar figures represent
hypothetical gains that could be achieved for the respective stock options
if they were exercised at the end of the option term. The gains are based on
assumed annual rates of stock price appreciation of 5% and 10% compounded
annually from the date that the respective stock options were granted to
their expiration date. They do not reflect the Company's estimates or
projections of future prices of the common stock. The gains are net of the
stock option exercise price, but do not include deductions for taxes or
other expenses associated with the exercise. The actual gains, if any,
realized upon stock option exercises will depend upon the future performance
of the common stock, the executive's continued employment with the Company
or its subsidiaries, and the dates on which the stock options are exercised.
The hypothetical gains shown in the table might not be achieved.

STOCK OPTION EXERCISES AND VALUES FOR 2001

None of the executive officers named in the Summary Compensation Table
exercised any stock options in 2001. The table below sets forth information
concerning the number and value of their unexercised stock options at
December 31, 2001.

NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
STOCK OPTIONS IN-THE-MONEY STOCK OPTIONS
AT DECEMBER 31, 2001 AT DECEMBER 31, 2001*
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

F. Barry Bays....................................... 309,091 418,182 $4,187,009 $5,239,737
John K. Bakewell.................................... 27,272 81,819 369,432 1,108,337
Jack E. Parr, Ph.D.................................. 18,228 46,382 284,008 536,209
Robert W. Churinetz................................. 15,472 50,638 225,802 615,112
Karen L. Harris..................................... 15,472 37,911 225,802 492,296

--------------------------

* In accordance with the SEC's rules, an option is "in-the-money" if the fair
market value of the underlying security exceeds the exercise price of the
option. In the table, the values of the unexercised in-the-money stock
options are calculated by multiplying the number of underlying shares of the
Company's common stock by the difference between the fair market value of
the shares and the exercise prices of the stock options. For the purposes of
the table, the fair market value of the Company's common stock on December
31, 2001, is deemed to have been $17.90, which is the closing sale price of
the common stock reported for transactions effected on the Nasdaq National
Market on such date.

EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with F. Barry Bays on
January 31, 2000. Mr. Bays is the President and Chief Executive Officer of the
Company. The term of Mr. Bays' employment agreement ends on January 31, 2003.
The Company currently pays Mr. Bays an annual base salary of $270,000. Mr. Bays
also is eligible to receive an incentive bonus of up to 50% of his base salary
based on the attainment of certain performance objectives established by the
Compensation Committee of the Board of Directors. Pursuant to his employment
agreement, Mr. Bays received a one-time payment of $225,000 in 2001 to cover the
loss of an excise tax and gross-up reimbursement from his former employer. Under
the agreement, the Company granted Mr. Bays an option to purchase 618,182 shares
of common stock at an exercise price of $4.35 per share, of which 309,091 shares
vested on January 31, 2001, 105,091 shares vested on January 31, 2002, and
102,000 shares will vest on each of January 31, 2003 and 2004. The Company also
agreed to reimburse Mr. Bays' reasonable business expenses. The agreement also
entitles Mr. Bays to participate in the Company's other standard benefit
programs and contains customary confidentiality and competition provisions.

The Company entered into an employment agreement with John K. Bakewell on
December 11, 2000. Mr. Bakewell is the Executive Vice President and Chief
Financial Officer of the Company. The term of Mr. Bakewell's employment
agreement ends on December 11, 2003. The Company currently pays Mr. Bakewell an
annual base salary of $190,000. Mr. Bakewell is eligible to receive an annual
bonus based upon certain performance criteria established by the Company's board
of directors. Mr. Bakewell also received in 2001 a one-time payment of $52,500
to cover the loss of incentive compensation from a previous employer. Under the
agreement, the Company granted Mr. Bakewell an option to purchase 109,091 shares
of common stock at an exercise price of $4.35 per share, of which 27,272 shares
vested on December 11, 2001, and 27,273 shares will vest on each of
December 11, 2002, 2003, and 2004. The Company also agreed to reimburse
Mr. Bakewell's reasonable business expenses. The agreement also entitles
Mr. Bakewell to participate in the Company's other standard benefit programs and
contains customary confidentiality and competition provisions.

The employment agreements of Messrs. Bays and Bakewell contain the following
provisions relating to the termination of their employment with the Company in
certain situations:

- If the employee becomes disabled for a period in excess of six months, he
will be entitled to receive all amounts and benefits that he would be
entitled to receive under the agreement if he had not become disabled,
reduced by any amount that he receives under any Company-maintained
disability insurance policy or plan or under Social Security or similar
laws.

- If the Company terminates the employee for "cause" as defined in the
agreement, he will receive no additional compensation or termination
benefits. For purposes of the agreement, the Company would have "cause" to
terminate the employee upon (1) the determination by the Board of
Directors that the employee has intentionally neglected his duties for an
extended period of time; (2) the employee's death; (3) the determination
by the Board of Directors that the employee has engaged or may engage in
conduct that is materially injurious to the Company; (4) the employee's
conviction of a felony; (5) the employee's improper disclosure of trade
secrets, know-how, or proprietary processes of the Company or its
predecessor; (6) the employee's failure to follow guidelines regarding the
treatment of inventions, ideas, disclosures, and improvements during the
course of employment; or (7) the employee's material breach of any other
covenant contained in the agreement.

- If the Company terminates the employee without cause, he will be entitled
to receive his salary and continued coverage under the Company's benefit
plans for a period of twenty-four months in the case of Mr. Bays, and for
a period of twelve months in the case of Mr. Bakewell, following the date
of termination. All of the employee's unvested shares of common stock

underlying the options granted him under the agreement will immediately
vest and be exercisable for a period of one year following the date of
termination.

- Upon a "change of control" as defined in the agreement, all of the
employee's unvested shares of common stock underlying the option granted
him under the agreement will immediately vest and be fully exercisable.
For purposes of the agreement, a "change of control" will be deemed to
have occurred, among other events, upon the occurrence of any of the
following events:

- the acquisition by any individual, entity, or group of beneficial
ownership of 50% or more (on a fully diluted basis) of either the
outstanding shares of the Company's common stock or the combined voting
power of the Company's outstanding voting securities that are entitled
to vote generally in the election of directors, unless the acquisition
(1) is pursuant to an initial public offering or (2) is transacted by
the Company, any affiliate of the Company, or any employee benefit plan
sponsored or maintained by the Company or any of its affiliates;

- the consummation of a reorganization, merger, consolidation, or sale or
other disposition of all or substantially all the assets of the
Company, unless, following the transaction, (1) all or substantially
all the individuals and entities who beneficially owned the outstanding
shares of the Company's common stock and the Company's outstanding
voting securities immediately prior to the transaction continue to
beneficially own more than 60% of the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities that are entitled to vote generally in the election of
directors of the corporation resulting from the transaction (the "new
entity") in substantially the same ownership proportions as prior to
the transaction; (2) no unrelated party beneficially owns, directly or
indirectly, (a) 50% or more (on a fully diluted basis) of the then
outstanding shares of common stock of the new entity, including shares
that are issuable upon the exercise of options or warrants, the
conversion of convertible stock or debt, and the exercise of any
similar right to acquire the common stock, or (b) 50% or more of the
combined voting power of the outstanding voting securities of the new
entity, except in each case to the extent that such ownership existed
prior to the transaction; (3) at least a majority of the members of the
board of directors of the new entity were incumbent members of the
Board of Directors of the Company at the time of the execution of the
initial agreement providing for the transaction; and (4) the employee
maintains his position with the new entity.

- the sale of at least 80% of the Company's assets to an unrelated party
or the completion of a transaction having a similar effect;

- the approval by the Company's stockholders of a complete liquidation or
dissolution of the Company; or

- the individuals who constitute the Board of Directors of the Company on
the date of the employment agreement, and any other individual who
becomes a member of the Board of Directors after the date of the
agreement and whose election or nomination was approved by a vote of at
least two-thirds of the Company's then current directors, thereafter
cease to constitute at least a majority of the Board of Directors.

COMPARISON OF TOTAL STOCKHOLDER RETURNS

The graph below compares the cumulative total stockholder returns for the
period from July 13, 2001 (when trading in the Company's common stock commenced
on the Nasdaq National Market following the Company's initial public offering)
to December 31, 2001, for the Company's common stock, an index composed of
United States companies whose stock is listed on the Nasdaq Stock Market (the
"Nasdaq U.S. Companies Index"), and an index consisting of Nasdaq-listed
companies in

the surgical, medical, and dental instruments and supplies industry (the "Nasdaq
Medical Equipment Companies Index"). The graph assumes that $100.00 was invested
on July 13, 2001, in the Company's common stock, the Nasdaq U.S. Companies
Index, and the Nasdaq Medical Equipment Companies Index, and that all dividends
were reinvested. Total returns for the two Nasdaq indices are weighted based on
the market capitalization of the companies included therein. Historic stock
price performance is not indicative of future stock price performance. The
Company does not make or endorse any prediction as to future stock price
performance.

CUMULATIVE TOTAL STOCKHOLDER RETURNS
BASED ON REINVESTMENT OF $100.00 BEGINNING ON JULY 13, 2001

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Dollars

7/31/01 12/31/01

Wright Medical Group, Inc. 100.00 114.70
Nasdaq U.S. Companies Index 100.00 93.50
Nasdaq Medical Equipment Companies Index 100.00 104.20

07/13/2001 12/31/2001
---------- ----------

Wright Medical Group, Inc............................... $100.00 $114.70
Nasdaq U.S. Companies Index............................. $100.00 $ 93.50
Nasdaq Medical Equipment Companies Index................ $100.00 $104.20

SOURCE: CENTER FOR RESEARCH IN
SECURITY PRICES,
UNIVERSITY OF CHICAGO GRADUATE SCHOOL
OF BUSINESS

CERTAIN TRANSACTIONS

In July 2001, the Company issued 7,500,000 of common stock in an initial
public offering at the public offering price of $12.50 per share less an
underwriting discount of $.875 per share, resulting in net proceeds to the
Company of $87,187,500. Upon the completion of the initial public offering, all
outstanding shares of each series of the Company's preferred stock, plus accrued
dividends, were converted into a total of 19,602,799 shares of common stock,
including 5,998,344 shares of non-voting common stock, at a conversion price of
$4.35 per share. The value of the shares of common stock resulting from the
conversion of the accrued dividends on the shares of preferred stock held by the
directors, officers, and principal stockholders of the Company was approximately
$16.6 million based on the initial public offering price of $12.50 per share. In
addition, upon the closing of the initial public offering, approximately
$13.1 million of the Company's subordinated notes held by Warburg, Pincus Equity
Partners, L.P. ("Warburg Pincus") were converted into 1,125,000 shares of
non-voting common stock, resulting in a gain to Warburg Pincus of approximately
$984,000 or $.875 per share. Finally, upon the exercise of the underwriters'
over-allotment option in the initial public offering, Warburg Pincus sold
1,125,000 shares of voting common stock at the public offering price of $12.50
per share less an underwriting discount of $.875 per share, resulting in net
proceeds to Warburg Pincus of $13,078,125.

Elizabeth H. Weatherman, a director of the Company, is a Managing Director
of Warburg Pincus LLC. James E. Thomas, a director of the Company, is a former
Managing Director of Warburg Pincus LLC. Warburg Pincus LLC manages Warburg
Pincus, the Company's largest stockholder.

OTHER MATTERS

As of the date hereof, the Board of Directors knows of no business that will
be presented at the meeting other than the proposals described in this Proxy
Statement. If any other proposal properly comes before the stockholders for a
vote at the meeting, however, the proxy holders will vote the shares of common
stock represented by proxies that are submitted to the Company in accordance
with their best judgment.

ADDITIONAL INFORMATION

SOLICITATION OF PROXIES

The Company will bear the cost of preparing and mailing this Proxy Statement
and soliciting proxies. Directors, officers, and other employees of the Company
may solicit proxies without any additional compensation. The solicitations will
be made through the mail and may also be made in person or by telephone,
facsimile, or other electronic means. The Company requests that brokerage firms,
banks, and other nominees forward the proxy solicitation materials to the
beneficial owners of the shares of common stock held of record by such nominees
and will reimburse them for their reasonable forwarding expenses.

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING OF STOCKHOLDERS

Stockholders interested in presenting a proposal for consideration at the
Company's 2003 annual meeting of stockholders must follow the procedures
prescribed in the proxy rules of the SEC. The SEC's Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, requires that stockholder proposals
that are intended to be presented at the Company's 2003 annual meeting of
stockholders be received by the Company (attention: Corporate Secretary) at its
office located at 5677 Airline Road, Arlington, Tennessee 38002, not later than
December 26, 2002, in order to be eligible for inclusion in the Company's proxy
solicitation materials relating to the meeting. Nothing in this paragraph shall
be deemed to require the Company to include any stockholder proposal that does
not meet all the requirements for such inclusion established by the SEC's proxy
rules.

By Order of the Board of Directors,
Jason P. Hood
Secretary

Arlington, Tennessee
April 30, 2002

APPENDIX A
WRIGHT MEDICAL GROUP, INC.
AUDIT COMMITTEE CHARTER

ORGANIZATION

The Audit Committee shall be comprised in accordance with the provisions of
the National Association of Securities Dealers, Inc.'s ("NASD") Rule 4200. One
of the members of the Audit Committee shall be elected Committee Chairman by the
Board of Directors.

All members of the Audit Committee shall have a working familiarity with
basic finance and accounting practices, and at least one member of the Audit
Committee shall have past employment experience in finance or accounting or
other comparable experience and background which results in such member's
financial sophistication. Audit Committee members may enhance their familiarity
with finance and accounting by participating in educational programs conducted
by the Corporation or an outside consultant.

STATEMENT OF POLICY

The Audit Committee shall assist the Board of Directors in fulfilling its
responsibilities relating to the Company's accounting, reporting practices, and
the quality and integrity of its financial reports. The Audit Committee shall
endeavor to maintain free and open communication between the Board of Directors,
the independent auditors, the internal auditors and the financial management.

The Audit Committee and the Board of Directors have the ultimate authority
and responsibility to select, evaluate and, where appropriate, replace the
independent auditors (or to nominate the independent auditors to be proposed for
shareholder approval in the Company's proxy statement).

The Committee should have a clear understanding with the independent
auditors that the independent auditors must maintain an open and transparent
relationship with the Committee and that the independent auditors are ultimately
accountable to the Board of Directors and the Audit Committee.

RESPONSIBILITIES

The Audit Committee's policies and procedures should remain flexible in
order to best react to changing conditions and to help ensure that the Company's
accounting and reporting practices accord with all requirements and are of the
highest quality.

In carrying out its responsibilities, the Audit Committee shall:

- Meet at least four times a year, or more often if circumstances so
require.

- Inquire as to the independence of the independent auditors and obtain from
the independent auditors, on a periodic basis, a formal written statement
delineating all relationships between the independent auditors and the
Company. In addition, the Audit Committee shall review the extent of
non-audit services provided by the independent auditors in relation to the
objectivity needed in the independent audit and recommend that the Board
of Directors take appropriate action in response to the independent
auditors' written statement to satisfy the Board of Directors as to the
independent auditors' independence.

- Review and recommend to the Board of Directors the independent auditors to
be selected to audit the financial statements.

- Review and approve the fees and other significant compensation to be paid
to the independent auditors.

A-1

- Meet with the independent auditors, the financial management and the
internal auditors to review the scope of the audit proposed for the
current year and the audit procedures to be utilized, and at its
conclusion review the audit with the Audit Committee. Upon completion of
the audit and following each interim review of the Company's financial
statements, the Audit Committee should also discuss with the independent
auditors all matters required to be communicated to the Audit Committee
under generally accepted auditing standards, including the judgments of
the independent auditors with respect to the quality, not just the
acceptability, of the Company's accounting principles and underlying
estimates in the financial statements.

- Review with the independent auditors, the internal auditors, and the
financial and accounting personnel, the adequacy of the accounting and
financial controls, and elicit any recommendations for improvement or
particular areas where augmented controls are desirable. Particular
emphasis should be given to the adequacy of such internal controls to
expose any activity that might be unethical or otherwise improper.

- Review the financial statements contained in the annual report with
management and the independent auditors to determine that the independent
auditors are satisfied with the disclosure and content of the financial
statements. Any year-to-year changes in accounting principles or practices
should be reviewed.

- Provide sufficient opportunity for the independent auditors and the
internal auditors to meet with the committee without management present.
Among the items to be discussed in these meetings are the independent
auditors' evaluation of the financial, accounting, and auditing personnel,
and their cooperation during the audit.

- Review accounting and financial personnel and succession planning.

- Submit the minutes of its meetings to, or discuss the matters discussed at
each committee meeting with, the Board.

- Investigate any matter brought to its attention within the scope of its
duties, with the power to retain professional advice for this purpose if,
in its judgment, that is appropriate.

A-2

APPENDIX B
WRIGHT MEDICAL GROUP, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN

The following sets forth the terms and conditions of an employee stock
purchase plan to be called the Wright Medical Group, Inc. 2002 Employee Stock
Purchase Plan (the "PLAN").

ARTICLE I
DEFINITIONS

The following terms when used in this plan shall have the following
meanings:

"ACCOUNT" shall mean, with respect to a Participant, the cumulative total of
Payroll Deductions set aside from time to time pursuant to the Plan for the
purpose of acquiring Options Shares.

"CODE" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

"COMMITTEE" shall mean the Compensation Committee of the Board of Directors
of the Company.

"COMMON STOCK" shall mean shares of the $.01 par value per share Voting
Common Stock of the Company.

"COMPANY" shall mean Wright Medical Group, Inc., a Delaware corporation.

"COMPENSATION" shall mean with respect to a Participant (a) the total annual
compensation paid to such Participant during a Plan Period by the Company and
each Subsidiary Corporation to the extent such compensation would be subject to
F.I.C.A. tax withholding but for the maximum dollar amount of the F.I.C.A. wage
base established by federal law; less (b) the amount of such compensation that
consists of contest awards, reimbursement of moving expenses, life insurance
premiums, payments characterized as deferred compensation for purposes of
Section 404 of the Code, and compensation reportable to the Participant on
account of his/her participation in any Restricted Stock or Incentive Stock
Option plans of the Company or any of its subsidiaries.

"EFFECTIVE DATE" shall mean March 1, 2002.

"ELIGIBLE EMPLOYEE" shall mean an Employee meeting the requirements of
ARTICLE 3.

"EMPLOYEE" shall mean each and every employee of the Company and each
Subsidiary Corporation.

"ENTRY DATE" shall mean March 1 and July 1, 2002, and January 1 and July 1
of each succeeding calendar year during which this Plan is effective. The Entry
Dates may be changed pursuant to SECTION 10.2 below.

"EXERCISE" shall mean the purchase of Common Stock pursuant to the Plan for
a Participant in the manner set forth in ARTICLE 7 below.

"EXERCISE DATE" shall mean June 30 and December 31 in each Plan Period
during which Options shall have been granted pursuant to the Plan. The Exercise
Dates may be changed pursuant to SECTION 10.2 below.

"OPTION" shall mean the right of an Eligible Employee to purchase Common
Stock pursuant to the Plan.

"OPTION PRICE" shall mean the price per share of Common Stock determined in
the manner set forth in SECTION 6.2 below.

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"OPTION SHARE" shall mean each share of Common Stock purchased by a
Participant upon Exercise of an Option granted hereunder.

"PARTICIPANT" shall mean each Eligible Employee who Participates in the
Plan.

"PARTICIPATE" shall mean with respect to each Eligible Employee the act of
having Payroll Deductions made for the purpose of acquiring Option Shares.

"PAYROLL DEDUCTION" shall mean money periodically deducted from the
Compensation of an Eligible Employee for the purpose of acquiring Option Shares.

"PLAN" shall have the meaning set forth in the preface above.

"PLAN PERIOD" shall mean each 6-month period beginning January 1 and ending
on June 30 and beginning on July 1 and ending December 31 of each calendar year
during which this Plan is in effect, PROVIDED, HOWEVER, that the first such Plan
Period shall be the period March 1, 2002 through June 30, 2002. The beginning
and ending dates and duration of Plan Periods may be changed pursuant to
SECTION 10.2 below.

"REGISTRATION STATEMENT" shall mean any registration statement filed with
the Securities and Exchange Commission pursuant to the Securities Act.

"REORGANIZATION" shall mean any reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, share
exchange, offering of rights, reclassification, conversion, or any other change
in the capital structure of the Company which would affect the number of shares
of Common Stock purchasable, or the Option Price payable therefor, or both, with
respect to the Options then in effect.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time
to time.

"SUBSIDIARY CORPORATION" shall mean any present or future corporation which
(a) would be a "subsidiary corporation" of the Company as that term is defined
in Section 424 of the Code and (b) is designated as a participant in the Plan by
the Committee.

"TERMINATION OF EMPLOYMENT" shall mean with respect to a Participant the
termination of his or her employment by the Company or any subsidiary thereof
for any reason whatsoever, including death, disability, retirement, dismissal,
resignation or otherwise.

ARTICLE 2
PLAN PURPOSE

2.1 PURPOSE. The Plan is intended to provide a method whereby Employees of
the Company and its Subsidiary Corporations will have an opportunity to acquire
a proprietary interest in the Company through the purchase of shares of the
Common Stock of the Company. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code. The
provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of Section 423 of the
Code. Employee participation in the ownership of the Company is intended to be
of mutual benefit to employees and the Company and its Subsidiary Corporations.

ARTICLE 3
ELIGIBILITY AND PARTICIPATION

3.1 ELIGIBILITY. Subject to the limitations contained in this ARTICLE 3,
any employee who is regularly and actively employed by the Company or any
Subsidiary Corporation on an Entry Date is eligible to participate in the Plan.

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3.2 RESTRICTIONS ON PARTICIPATION. Notwithstanding any provisions of the Plan to
the contrary, no Employee shall be granted an option to participate in the
Plan:

(a) if such Employee's customary employment by the Company or a
Subsidiary Corporation is twenty (20) hours or less per week;

(b) if such Employee's customary employment by the Company or a
Subsidiary Corporation is five (5) months or less in any calendar year;

(c) if, immediately after the grant, such employee would own stock,
and/or hold outstanding options to purchase stock, possessing five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company (for purposes of this SECTION 3.3(C), the rules of
Section 424(d) of the Code shall apply in determining stock ownership of any
employee); or

(d) which permits his rights to purchase stock under all employee stock
purchase plans of the Company to accrue at a rate which exceeds $25,000 in
fair market value of the stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding.

3.3 COMMENCEMENT OF PARTICIPATION. In order to Participate in the Plan
during a Plan Period, an Eligible Employee must sign and deliver to the
Committee, or its designated representative (which may be an officer or ad hoc
committee of officers of the Company), no later than the fifteenth (15th) day of
the Plan Period during which he or she desires to Participate, a Subscription
Agreement (the form of which shall be adopted by the Committee prior to the
beginning of the first Plan Period) setting forth the Employee's name, social
security number, address, position and the percentage of his or her Compensation
to be withheld as his or her Payroll Deduction. The Committee shall cause the
form of Subscription Agreement to be distributed to all Eligible Employees on or
prior to the Entry Date of any Plan Period. Each Eligible Employee shall sign
and deliver to the Committee additional documents and instruments reasonably
required by the Committee to properly administer the Plan. The Participant's
Subscription Agreement shall remain in effect for successive Plan Periods unless
the Participant discontinues participation as provided in ARTICLE 8, or files
with the Committee a new Subscription Agreement for a subsequent Plan Period.

ARTICLE 4
OFFERINGS; COMMON STOCK

4.1 MAXIMUM NUMBER OF SHARES TO BE OFFERED. The maximum number of shares
of Common Stock that will be offered under the Plan, subject to adjustment upon
changes in capitalization of the Company as provided in SECTION 11.4, shall be
one hundred thousand (100,000) shares on each Exercise Date plus on each
Exercise Date all unissued shares from any prior Exercise Date, whether offered
or not, not to exceed two hundred thousand (200,000) for all Exercise Dates.
Common Stock may be unissued shares or reacquired shares or shares bought on the
market.

4.2 PARTICIPANT'S INTEREST IN OPTION STOCK. A Participant does not become
the owner of Option Shares purchased under the Plan and does not have any
voting, dividend or other rights as a shareholder of the Company with respect to
such Option Shares until the transfer of the Option Shares to the Participant on
the shareholder records of the Company shall have occurred. The Option Shares
shall be transferred to the Participant within a reasonable time after the
Exercise Date of a particular Plan Period, but only after payment in full for
said Option Shares has been made and there has been compliance with all of the
applicable provisions of the Plan. The Option Shares may be issued in book-entry
form or in the form of physical certificates, at the discretion of the Company.
If issued in book-entry form, the Option Shares will not be evidenced by
physical certificates, and no Participant will have the right to demand the
same. A Participant's ownership of Option Shares will be recorded on or through
the records of the Company. At such time as a Participant shall become the owner
of

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Option Shares purchased pursuant to this Plan, the Participant shall have the
right to vote, receive dividends and enjoy all other rights as a shareholder of
the Company with respect to such shares.

4.3 REGISTRATION OF COMMON STOCK. The Common Stock to be delivered to a
Participant under the Plan will be registered in the name of the Participant,
or, if the Participant so directs by written notice to the Secretary of the
Company prior to the Exercise Date applicable thereto, in the names of the
Participant and one such other person as may be designate by the Participant, as
joint tenants with rights of survivorship or as tenants by the entireties, to
the extent permitted by applicable law.

4.4 RESTRICTIONS ON TRANSFER OF COMMON STOCK.

(a) No Participant who is an affiliate (as defined in the Securities Act
and rules promulgated thereunder) of the Company may sell Option Shares
purchased hereunder unless he shall either (i) cause said Option Shares to
be registered under the Securities Act at his or her own expense;
(ii) comply with the provisions of Rule 144 promulgated under the Securities
Act; or (iii) provide the Company an opinion of competent securities counsel
to the effect that said Participant may lawfully sell Options Shares without
complying with SECTION 4.4(A)(I) or SECTION 4.4(A)(II).

(b) No Participant shall sell, exchange, pledge, hypothecate or
otherwise transfer the shares of Common Stock received upon each Exercise
under the Plan until the later of (i) a period of one (1) year after the
Exercise Date with respect to such shares of Common Stock or (ii) a period
of two (2) years after the date the Option to acquire such shares of Common
Stock was granted by the Committee.

(c) The foregoing restrictions upon transfer shall be evidenced by an
appropriate legend on each share certificate issued to a Participant. The
restrictions described in SECTION 4.4(B) may be waived by the Committee
provided the Participant demonstrates to the Committee that the Participant
has a financial emergency which necessitates his or her liquidating shares
of Common Stock and makes adequate arrangements to cover withholding taxes
resulting from the early sale of such Common Stock.

ARTICLE 5
PAYROLL DEDUCTIONS

5.1 AMOUNT OF DEDUCTION. Each Eligible Employee shall be entitled to
contribute to the Plan in any Plan Period the lesser of (a) five (5%) percent of
his/her Compensation during the Plan Period or (b) Five Thousand ($5,000.00)
Dollars. By way of additional limitation, all Participants during a Plan Period
shall be entitled to acquire Common Stock aggregating no more than the number of
shares designated by the Committee on the Entry Date. If, on the Exercise Date
of a Plan Period, the Committee shall determine that the maximum number of whole
shares of Common Stock purchasable at the Option Price out of the cumulative
balance of all Participants' Accounts exceeds the aggregate number of shares
with respect to which Options were granted by the Committee on the Entry Date,
then each Participant shall be entitled to acquire only that number of shares
determined in the manner set forth in SECTION 7.1 below.

5.2 PARTICIPANT'S ACCOUNT. All Payroll Deductions made for a Participant
shall be credited to his Account under the Plan. A Participant may not make any
separate cash payment into such Account. The Committee shall cause accurate
records of the Payroll Deductions of all Participants to be maintained, and
shall, upon written request by a Participant, report to the Participant his or
her Account balance as of the Date of the most-recently completed pay period
preceding the date of the Participant's request.

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5.3 CHANGES IN PAYROLL DEDUCTIONS. A Participant may discontinue his
participation in the Plan as provided in ARTICLE 8, but no other change can be
made during any Plan Period and, specifically, a Participant may not alter the
amount of his payroll deductions for that Plan Period.

5.4 LEAVE OF ABSENCE. If a Participant goes on a leave of absence, such
Participant shall have the right to elect: (a) to withdraw the balance in his or
her Account pursuant to SECTION 7.3; (b) to discontinue contributions to the
Plan but remain a Participant, or (c) remain a Participant, during such leave of
absence, authorizing deductions to be made from payments by the Company to the
Participant during such leave of absence and undertaking to make cash payments
to the Plan at the end of each payroll period to the extent that amounts payable
by the Company to such Participant are insufficient to meet such Participant's
authorized Plan deductions.

ARTICLE 6
GRANTING OF OPTIONS

6.1 NUMBER OF OPTION SHARES. On each Entry Date, a Participant shall be
deemed to have been granted an option to purchase a maximum number of shares of
Common Stock in an amount equal to:

(a) (i) that percentage of the Employee's Compensation which he has
elected to have withheld (subject to the limitations set forth in
SECTION 5.1) multiplied by (ii) Employee's Compensation during the Plan
Period

divided by

(b) 85% of the market value of the Common Stock on the applicable Entry
Date. The market value of the Common Stock shall be determined as provided
in SECTION 6.2 below.

An Employee's Compensation during any Plan Period shall be determined by
multiplying his normal weekly rate of pay (as in effect on the last day prior to
the Entry Date of the particular Plan Period) by 26 or the hourly rate by 1,040.

6.2 OPTION PRICE. The Option Price of the Common Stock purchased pursuant
to Payroll Deductions made for a Participant therein shall be the lower of:

(a) 85% of the closing price of the stock on the Entry Date or the
nearest prior business day on which trading occurred on the Nasdaq Stock
Market; or

(b) 85% of the closing price of the stock on the Exercise Date or the
nearest prior business day on which trading occurred on the Nasdaq Stock
Market. If the Common Stock is not admitted to trading on any of the
aforesaid dates for which closing prices of the stock are to be determined,
then reference shall be made to the fair market value of the Common Stock on
that date, as determined on such basis as shall be established or specified
for the purpose by the Committee.

6.3 ENTRY DATE. The Committee may, in its discretion, grant Options to
Eligible Employees on any Entry Date so long as the Plan has not been terminated
and the maximum number of shares described in SECTION 4.1 shall not have been
purchased by Participants.

ARTICLE 7
EXERCISE OF OPTIONS

7.1 AUTOMATIC EXERCISE. On the Exercise Date of each Plan Period, the
Committee will automatically exercise on each Participant's behalf the Option to
purchase the number of whole Option Shares (no fractional shares will be issued
under the Plan) resulting by dividing the balance of each Participant's Account
by the Option Price; provided, however, that if the aggregate number of whole
Option Shares which could be purchased by the cumulative Account balances of all
Participants exceeds

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the total number of shares of Common Stock with respect to which the Committee
granted options on the Entry Date of the Plan Period, then the Committee
automatically will exercise on each Participant's behalf the Option to purchase
the number of Option Shares resulting by multiplying the number of Option Shares
purchasable by such Participant without regard to the Committee's limitation
times a fraction, the numerator of which shall be the total number of shares of
Common Stock with respect to which the Committee granted Options to all
Participants during the Plan Period and the denominator of which shall be the
total number of whole Option Shares which would have been purchasable by all
Participants if said limitation had not been in effect. Assume, for example,
that Employee A had $5,000 withheld between July 1 and December 31 of the first
Plan Period. Assume, further, that all Participants had a total of $625,000 so
withheld. Also assume that the formula Option Price computed pursuant to
SECTION 6.2 was $25. However, for that year, the Committee made available only
12,500 shares under the Plan. The Participants have contributed enough cash
through payroll deductions to acquire 25,000 shares. However, since the
Committee has made available only one-half that number, then Employee A would be
entitled to Exercise his Option with respect to only one-half the number of
shares that he otherwise could have bought with his $5,000 contribution. The
mathematics with respect to Employee A are $5,000 / $25 = 200 possible shares.
200 possible shares X [12,500 available shares / 25,000 aggregate possible
shares] = 100 shares of Common Stock acquired by Employee A. If a Participant's
Account balance as of any Exercise Date exceeds the aggregate Option Price
payable for that Participant's Option Shares pursuant to this section, then such
excess shall be refunded to the Participant no later than fifteen (15) days
after the applicable Exercise Date without interest.

7.2 EXPIRATION OF OPTION. If the number of shares of Common Stock with
respect to which Options have been granted during a Plan Period exceeds the
number of Option Shares actually acquired by Exercise on the Exercise Date, then
the Options with respect to such excess shares shall expire on the Exercise
Date; provided, however, that Options with respect to those unissued shares may
be granted in the future.

7.3 WITHDRAWAL OF ACCOUNT. By written notice to the Secretary of the
Company, at any time prior to the Exercise Date in any Plan Period, a
Participant may elect to withdraw all the accumulated Payroll Deductions in his
Account at such time.

7.4 FRACTIONAL SHARES. Fractional shares will not be issued under the Plan
and any accumulated payroll deductions which would have been used to purchase
fractional shares will be returned to any Eligible Employee promptly following
the applicable Exercise Date, without interest.

7.5 TRANSFERABILITY OF OPTION. During a Participant's lifetime, Options
held by such Participant shall be exercisable only by that Participant.

7.6 DELIVERY OF COMMON STOCK. As promptly as practicable after the
Exercise Date of each Plan Period, the Company will deliver to each Participant,
as appropriate, the Common Stock purchased upon exercise of his Option.

ARTICLE 8
WITHDRAWAL

8.1 IN GENERAL. As indicated in SECTION 7.3, a Participant may withdraw
Payroll Deductions credited to his Account under the Plan at any time by giving
written notice to the Secretary of the Company. All of the Participant's Payroll
Deductions credited to his Account will be paid to him promptly after receipt of
his notice of withdrawal, and no further Payroll Deductions will be made from
his pay during such Plan Period. The Company may, at its option, treat any
attempt to borrow by an Employee on the security of his accumulated Payroll
Deductions as an election, under SECTION 7.3, to withdraw such deductions.

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8.2 EFFECT ON SUBSEQUENT PARTICIPATION. A Participant's withdrawal during
any Plan Period will not have any effect upon his eligibility to participate in
any succeeding Plan Period or in any similar plan which my hereafter be adopted
by the Company.

8.3 TERMINATION OF EMPLOYMENT. Upon termination of the Participant's
employment for any reason, including retirement (but excluding death while in
the employ of the Company), the Payroll Deductions credited to his Account will
be returned to him, or, in the case of his death subsequent to the termination
of his employment, to the person or persons entitled thereto under
SECTION 11.1.

8.4 TERMINATION OF EMPLOYMENT DUE TO DEATH. Upon termination of the
Participant's employment because of his death, his beneficiary (as defined in
SECTION 11.1) shall have the right to elect, by written notice given to the
Secretary of the Company prior to the earlier of the Exercise Date or the
expiration of a period of sixty (60) days commencing with the date of the death
of the participant, either:

(a) to withdraw all of the Payroll Deductions credited to the
Participant's Account under the Plan, or

(b) to exercise the Participant's Option for the purchase of Common
Stock on the Exercise Date next following the date of the Participant's
death for the purchase of the number of full shares of stock which the
accumulated Payroll Deductions in the Participant's Account at the date of
the Participant's death will purchase at the applicable Option Price, and
any excess in such Account will be returned to said beneficiary, without
interest.

In the event that no such written notice of election shall be duly received by
the office of the Secretary of the Company, the beneficiary shall automatically
be deemed to have elected, pursuant to SECTION 8.4(B), to exercise the
Participant's option.

ARTICLE 9
INTEREST

9.1 PAYMENT OF INTEREST. No interest will be paid or allowed on any money
paid into the Plan or credited to the Account of any Participant.

ARTICLE 10
ADMINISTRATIVE PROVISIONS

10.1 ADMINISTRATION OF PLAN. The Plan shall be administered under the
direction and control of the Committee.

10.2 AUTHORITY OF COMMITTEE. Subject to the express provision of the Plan,
the Committee shall have plenary authority in its discretion to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive. Without limiting the generality of the
foregoing, in administering the Plan, the Committee shall have the following
rights and powers, subject only to the terms and the limitations contained
herein:

(a) to establish the maximum number of shares of Common Stock with
respect to which Options may be exercised during a Plan Period (subject to
the limits established in SECTION 4.1);

(b) to interpret the terms, conditions and limitations set forth in the
Plan, which determinations shall be final with respect to each and every
Participant;

(d) to determine the eligibility of any Employee to Participate;

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(e) to make all computations, maintain all accounts, provide for the
issuance of all Option Shares, and do all other acts and things reasonably
necessary to properly administer the Plan;

(f) to change the Entry Date, the Exercise Date, the beginning and
ending dates and duration of Plan Periods with respect to future offerings
if such change is announced at least five days prior to the scheduled
beginning of the first Plan Period to be affected thereafter, provided that
Plan Periods will in all cases comply with applicable limitations under
Section 423(b)(7) of the Code; and

(g) to revoke, alter, or amend the terms and conditions of the Plan
without obtaining the prior approval of the Participants or the Company's
shareholders, subject, however, to the limitations hereinafter stated.

10.3 RULES GOVERNING THE ADMINISTRATION OF THE COMMITTEE. All
determinations of the Committee shall be made by a majority of its members. The
Committee may correct any defect or omission or reconcile any inconsistency in
the Plan, in the manner and to the extent it shall deem desirable. Any decision
or determination reduced to writing and signed by a majority of the members of
the Committee shall be as fully effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a secretary
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

ARTICLE 11
MISCELLANEOUS

11.1 DESIGNATION OF BENEFICIARY. A Participant may file a written
designation of a beneficiary who is to receive any Common Stock and/or cash.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Secretary of the Company. Upon the death of a Participant
and upon receipt by the Company of proof of identity and existence at the
Participant's death of a beneficiary validly designated by him under the Plan,
the Company shall deliver such Common Stock and/or cash to such beneficiary. In
the event of the death of a Participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such Common Stock and/or cash to
the executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such Common Stock and/or cash to the
spouse or to any one or more dependents of the Participant as the Company may
designate. No beneficiary shall, prior to the death of the Participant by whom
he has been designated, acquire any interest in the Common Stock or cash
credited to the Participant under the Plan.

11.2 TRANSFERABILITY. Neither Payroll Deductions credited to a
Participant's Account nor any rights with regard to the exercise of an Option or
to receive Common Stock under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way by the Participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with SECTION 7.3.

11.3 USE OF FUNDS. All Payroll Deductions received or held by the Company
under this Plan may be used by the Company for any corporate purposes and the
Company shall not be obligated to segregate such Payroll Deductions.

11.4 ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

(a) If, while any Options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed into, or been
exchanged for a different number or kind of shares or securities of the
Company through reorganization, merger, recapitalization,

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reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in
the number and/or kind of shares which are subject to purchase under
outstanding Options and on the Option Price or prices applicable to such
outstanding Options. In addition, in any such event, the number and/or kind
of shares which may be offered shall also be proportionately adjusted. No
adjustments shall be made for stock dividends. For the purposes of this
SECTION 11.4, any distribution of shares to shareholders in an amount
aggregating 20% or more of the outstanding shares shall be deemed a stock
split and any distributions of shares aggregating less than 20% of the
outstanding shares shall be deemed a stock dividend.

(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property or stock of
the Company to another individual or entity, the holder of each option then
outstanding under the Plan will thereafter be entitled to receive at the
next Exercise Date upon the Exercise of such Option for each share as to
which such Option shall be exercised, as nearly as reasonably may be
determined, the cash, securities and/or property which a holder of one share
of the Common Stock was entitled to receive upon and at the time of such
transaction. The Board of Directors shall take such steps in connection with
such transactions as the Board shall deem necessary to assure that the
provisions of this SECTION 11.4(B) shall thereafter be applicable, as nearly
as reasonably may be determined, in relation to the said cash, securities
and/or property as to which such holder of such Option might thereafter be
entitled to receive.

11.5 AMENDMENT AND TERMINATION. The Board of Directors shall have complete
power and authority to terminate or amend the Plan; provided, however, that the
Board of Directors shall not, without the approval of the shareholders of the
Corporation:

(a) increase the maximum number of shares which may be issued pursuant
to the Plan (except pursuant to SECTION 11.4);

(b) amend the requirements as to the class of Employees eligible to
purchase Common Stock under the Plan or permit the members of the Committee
to purchase stock under the Plan; or

(c) amend the Plan in any manner which would have the effect of causing
the Plan not to be an "employee stock purchase plan" as defined and set
forth in Section 423 of the Code.

No termination, modification, or amendment of the Plan may, without the consent
of an employee then having an Option under the Plan to purchase stock, adversely
affect the rights of such employee under such Option.

11.6 CONTROL OF FUNDS; ERISA. The Plan shall not be subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and the Plan shall be unfunded. In that regard, the cumulative amount
of Account balances of all Participants shall remain part of the general funds
of the Company and shall at all times during a Plan Period be subject to the
claims of all the Company's creditors.

11.7 SHAREHOLDER APPROVAL; REGISTRATION. This Plan shall not be effective
until:

(a) it shall have been approved by the shareholders of the Company in
accordance with the Company's bylaws and Delaware law at the annual meeting
of such shareholders to be held in April, 2002;

(b) a Registration Statement filed with respect to the Common Stock
offered pursuant to this Plan shall have become effective, and appropriate
registration of the Common Stock with any state agency or securities law
administrator required by the Blue Sky Law of any state shall likewise have
become effective;

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(c) each Participant shall have been provided a prospectus meeting the
requirements of Section 10 of the Securities Act no later than the time such
Participant delivers an executed Subscription Agreement to the Committee,
which prospectus will be updated and supplemented as required by law; and

(d) prior to the issuance of Option Shares on any Exercise Date, the
Company shall have caused said Option Shares to be listed on the Nasdaq
Stock Market, whereupon the Option Shares may be freely sold by
Participants, subject to the limitations contained in the Plan.

Notwithstanding the foregoing, Participants may commence Payroll Deductions upon
adoption of this Plan by the Board of Directors of the Company and will acquire
Option Shares on the June 30, 2002 Exercise Date if shareholder approval is so
obtained.

11.8 NO EMPLOYMENT RIGHTS. The Plan does not, directly or indirectly,
create any right for the benefit of any employee or class of employees to
purchase any shares of Common Stock under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the
Company, and it shall not be deemed to interfere in any way with the Company's
right to terminate, or otherwise modify, an employee's employment at any time.

11.9 EFFECT OF PLAN. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Participant, including, without limitation, such Participant's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

11.10 GOVERNING LAW; VENUE. The Plan shall be governed by and construed in
accordance with the domestic laws of the State of Tennessee without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Tennessee or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Tennessee. Each of the parties
submits to the jurisdiction of any state or federal court sitting in Memphis,
Tennessee, in any action or proceeding arising out of or relating to the Plan
and agrees that all claims in respect of the action or proceeding shall be heard
and determined in any such court. No Participant shall bring any action or
proceeding arising out of or relating to the Plan in any other court. No
Participant shall raise any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other party with respect thereto.

11.11 RULE 16B-3 RESTRICTIONS UPON DISPOSITIONS OF STOCK. The Plan is
intended to conform to the extent necessary with all provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act
and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including without limitation, Rule 16b-3. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and Options
shall be granted and may be exercised, only in such a manner as to conform to
such laws, rules and regulations. To the extent permitted by applicable law, the
Plan and Options granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

AS DULY ADOPTED BY THE BOARD OF DIRECTORS OF WRIGHT MEDICAL GROUP, INC. ON
FEBRUARY 14, 2002.

WRIGHT MEDICAL GROUP, INC.
BY: /s/ F. Barry Bays
ITS: President and Chief Executive
Officer

B-10

[LOGO]

[WMG LOGO AND LETTERHEAD]

April 30, 2002

Dear Stockholder:

It is a great pleasure to have this opportunity to provide you with our
2001 Annual Report and the Proxy Statement for our 2002 Annual Meeting of
Stockholders. The Annual Report discusses our performance in 2001 as well as our
business strategy for the future. The Proxy Statement provides you with
information relating to the business to be conducted at our annual meeting on
May 30, 2002.

YOUR VOTE IS IMPORTANT!

YOU CAN VOTE IN ONE OF TWO WAYS:

1. Call TOLL-FREE 1-800-PROXIES on a TOUCH-TONE TELEPHONE at any time and
follow the instructions on the reverse side; or

2. Complete, sign, date, and return your PROXY CARD in the accompanying
envelope.

Thank you for your continued interest in, and ownership of, Wright Medical
Group, Inc.

Sincerely,

[Signature]

F. Barry Bays
President and Chief Executive Officer

Please detach and mail in the envelope provided.
--------------------------------------------------------------------------------

PROXY PROXY

WRIGHT MEDICAL GROUP, INC.

2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The 2002 Annual Meeting of Stockholders of Wright Medical Group, Inc. (the
"Company") will be held at the Peabody Hotel located at 149 Union Avenue,
Memphis, Tennessee, on May 30, 2002, beginning at 3:30 p.m. (Memphis time). The
undersigned hereby acknowledges receipt of the combined Notice of 2002 Annual
Meeting of Stockholders and Proxy Statement dated April 30, 2002, accompanying
this proxy, to which reference is hereby made for further information regarding
the meeting and the matters to be considered and voted on by the stockholders at
the meeting.

The undersigned hereby appoints F. Barry Bays, John K. Bakewell, and Jason
P. Hood, and each of them, attorneys and agents, with full power of
substitution, to vote as proxy all shares of common stock of the Company owned
of record by the undersigned as of the record date and otherwise to act on
behalf of the undersigned at the meeting and any postponement or adjournment
thereof, in accordance with the instructions set forth herein and with
discretionary authority with respect to any other business, not known or
determined at the time of the solicitation of this proxy, that properly comes
before such meeting or any postponement or adjournment thereof.

The undersigned hereby revokes any proxy heretofore given and directs said
attorneys and agents to vote or act as indicated on the reverse side hereof.

(CONTINUED ON REVERSE SIDE)

2002 ANNUAL MEETING OF STOCKHOLDERS

WRIGHT MEDICAL GROUP, INC.

May 30, 2002

Co.# Acct. #
------------- -------------

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL

PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED
AS SOON AS POSSIBLE.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)

PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE YOUR
CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.

YOUR CONTROL NUMBER IS ________________________

Please detach and mail in the envelope provided.
--------------------------------------------------------------------------------

Please mark
[ x ] your vote as
indicated in
this example.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.

1. To elect six directors to serve on the Board of Directors of the Company
for a term of one year.

[ ] FOR all nominees listed (except as otherwise indicated)

[ ] WITHHOLD AUTHORITY for all nominees listed

Nominees: 01 F. Barry Bays
02 James T. Treace
03 Richard B. Emmitt
04 James E. Thomas
05 Thomas E. Timbie
06 Elizabeth H. Weatherman

* Instruction: To withhold authority to vote for any director nominee,
draw a line through the name of the nominee in the list at right.

2. To approve the Company's 2002 Employee Stock Purchase Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy is solicited on behalf of the
Board of Directors of the Company and
will be voted in accordance with the
undersigned's instructions set forth
herein. If no instruction are provided,
this proxy will be voted FOR each of the
proposals described below.

With respect to any other item of
business that properly comes before the
meeting, the proxy holders are
authorized to vote the undersigned's
shares in accordance with their best
judgment.

____________________________________ ____________________________________________ Date:_____________, 2002
Signature of stockholder Signature of stockholder, if held jointly

Note: Please sign your name as it appears on this proxy. Joint owners each
should sign. When signing as trustee, administrator, executor, attorney,
etc., please indicate your full title as such. Corporations should sign
in full corporate name by their president or other authorized officer.
Partnerships should sign in full partnership name by an authorized
partner.