EX-10.23



 Exhibit 10.23 

Zimmer Biomet Holdings, Inc. 

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 

RESTRICTED STOCK UNIT AWARD GRANTED TO 

AWARD RECIPIENT: 
 NUMBER OF
RESTRICTED STOCK UNITS: 
 AWARD DATE: 
  

 
 ZIMMER BIOMET HOLDINGS, INC. 

STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 

RESTRICTED STOCK UNIT AWARD 
  

	 	1.	RESTRICTED STOCK UNIT AWARD 

 Under Section 6 of the Zimmer Biomet Holdings, Inc.
Stock Plan for Non-Employee Directors (the “Plan”), the Board of Directors (the “Board”) of Zimmer Biomet Holdings, Inc. (the “Company”) has granted to the Award Recipient on the
Award Date the award of restricted stock units set forth above (the “Award”). Each restricted stock unit shall entitle the Award Recipient to receive a share of the Company’s common stock, par value $0.01 per share (“Common
Stock”), subject to the terms, conditions, and restrictions set forth in this agreement. Except as may be required by law, the Award Recipient is not required to make any payment or provide any additional consideration for the Award other than
the rendering of future services as an Eligible Director (as defined in the Plan). 
  

	 	2.	GENERAL 

 (a) The restricted stock units shall be vested as of the Award Date set forth
above, but shall be deferred until the later of (i) three years from the Award Date or (ii) the first date on which the Award Recipient ceases to provide services to the Company as a director. 

(b) The Award Recipient shall not have any of the rights of a stockholder of the Company, including the right to vote or receive dividends and
other distributions with respect to the shares of Common Stock covered by this Award, until the shares of Common Stock have been issued and delivered. 
  

	 	3.	ISSUANCE AND DELIVERY OF SHARES 

 (a) As soon as practicable following the satisfaction
of the condition set forth in Section 2(a) and subject to subsection (b) hereof, the Company shall issue and deliver the shares of Common Stock covered by this Award to the Award Recipient. 

(b) The Company shall not be required to issue or deliver any certificate or certificates for shares of the Common Stock earned pursuant to
this Award prior to (i) the admission of such shares to listing on any stock exchange on which the stock may then be listed, (ii) the completion of any registration or other qualification of such shares under any state or federal law or
rulings or regulations of any governmental regulatory body, and (iii) the obtaining of any consent or approval or other clearance from any governmental agency, which the Company shall, in its sole discretion, determine to be necessary or
advisable. 
  

	 	4.	CHANGES IN CAPITALIZATION 

 If prior to the issuance of the shares of Common Stock
covered by this Award, any change occurs in the outstanding Common Stock by reason of stock dividends, recapitalization, mergers, consolidations, stock splits, combinations or exchanges of shares and the like, the number and class of shares of
Common Stock subject to this Award shall be appropriately adjusted by the Board, whose determination shall be conclusive. If as a result of any adjustment under this paragraph any Award Recipient should become entitled to a fractional share of
stock, the Award Recipient shall have the right only to the adjusted number of full shares and no payment or other adjustment will be made with respect to the fractional share so disregarded. 








	 	5.	NOTICE 

 Until the Award Recipient is advised otherwise, all notices and other
correspondence with respect to this Award will be effective upon receipt at the following address: 
 Board of Directors 

Zimmer Biomet Holdings, Inc. 
 345
East Main Street 
 Post Office Box 708 

Warsaw, Indiana 46581-0708 
  

	 	6.	NO ADDITIONAL RIGHTS 

 Except as explicitly provided in this agreement, this agreement
will not confer any rights upon the Award Recipient, including any right with respect to continuation of service as a director, reelection to the Board or any right to future awards under the Plan. 

 

	 	7.	CONSTRUCTION AND INTERPRETATION 

 The Board shall have full authority and discretion,
subject only to the express terms of the Plan, to decide all matters relating to the administration and interpretation of the Plan and this agreement and all such Board determinations shall be final, conclusive, and binding upon the Award Recipient
and all interested parties. The terms and conditions set forth in this agreement are subject in all respects to the terms and conditions of the Plan, as amended from time to time, which shall be controlling. This agreement contains the entire
understanding of the parties and may not be modified or amended except in writing duly signed by the parties; provided, however, that the Company reserves the right to modify the terms of this Award to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, to the extent applicable. The waiver of, or failure to enforce, any provision of this agreement or the Plan by the Company will not constitute a waiver by the Company of the same provision or right at any other time
or a waiver of any other provision or right. The various provisions of this agreement are severable and any determination of invalidity or unenforceability of any provision shall have no effect on the remaining provisions. This agreement will be
binding upon and inure to the benefit of the successors, assigns, and heirs of the respective parties. The validity and construction of this agreement shall be governed by the laws of the State of Indiana. 

 

	
	ZIMMER BIOMET HOLDINGS, INC.
	
	 





	 Chad F. Phipps
 Senior Vice President, General
Counsel and Secretary




  
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