EX-10.3





 Exhibit 10.3 

ZIMMER BIOMET HOLDINGS, INC. 

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 

(As Amended on May 14, 2021) 

 

 Section 1. Eligibility. 

Any member of the Board of Directors (the “Board”) of Zimmer Biomet Holdings, Inc. (the “Company”) who is not an officer
or employee of the Company or a subsidiary thereof is eligible to participate in the Plan and will be a participant. 

Section 2. Deferred Compensation Account. 

There shall be established on the books of the Company for each participant a deferred compensation account in the participant’s name.

 Section 3. Amount of Deferral. 

(a) Mandatory Deferrals. If a participant has not yet met the guideline level of Share Unit or Company common
stock ownership established by the Board, fifty percent of the basic fee payable to a participant for membership on the Board (the “Mandatory Deferral”) shall be deferred and credited to the participant’s deferred compensation account
as Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred fee, determined by dividing the dollar value of the deferred fee by the fair market value of a share of the
Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. As an additional Mandatory Deferral, at each annual meeting of the stockholders of the Company (“Annual Meeting”), each participant
will receive 500 deferred Share Units (the “Annual Deferred Share Units”). The value of each Annual Deferred Share Unit will be equal to a share of the Company’s common stock as reported in The Wall Street Journal on the date of
grant. 
 (b) Elective Deferrals. For any calendar year, a participant may elect to defer receipt of
compensation in excess of the participant’s Mandatory Deferral for that year (the “Elective Deferral”) by filing the appropriate form in accordance with Section 8 and requesting deferral of: (1) all of the participant’s
compensation in excess of the participant’s Mandatory Deferral payable to the participant for serving on the Board and any committee thereof; or (2) any percentage specified by the participant of the compensation described in
clause (1) that is in excess of the participant’s Mandatory Deferral. 
 Section 4. Form and Computation of
Deferred Amounts. 
 Subject to Section 3, at the time a participant elects to make an Elective Deferral, the participant shall
elect to have the Elective Deferral credited to his or her deferred compensation account as Treasury Units, Dollar Units, or Share Units (each an “Investment Option”). A participant may allocate the Elective Deferrals among the Investment
Options in increments of 0%, 33 1/3%, 50%, 66 2/3% or 100%. Any deferred amount credited to a participant’s deferred compensation account as Treasury Units shall be credited with interest at a rate to be set by the Company in January of each
year after a review of the six-month United States Treasury bill discount rates for the preceding year. Any deferred amount credited to a participant’s deferred compensation account as Dollar Units shall
be credited with




 
interest at a rate to be set by the Company in January of each year after a review of investment return on the invested cash of the Company. If a participant elects to allocate a deferred amount
to Share Units, the participant will be credited with Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred amount, determined by dividing the dollar value of the deferred
amount by the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. Upon payment by the Company of dividends on its common stock, the amount credited to a
participant’s deferred compensation account as Share Units shall be credited with an amount equal to the number of Share Units multiplied by a fraction, the numerator of which is the amount of the dividend and the denominator of which is the
fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the day the dividend is payable. The amount of Share Units in a participant’s deferred compensation account shall be adjusted in the
discretion of the Board to take into account a merger, consolidation, reorganization, recapitalization, stock split or other change in corporate structure or capitalization affecting the Company’s common stock. At its discretion, the Board may
discontinue, modify, or offer additional Investment Options. 
 Section 5. Period of Deferral. 

A participant’s Mandatory Deferrals, including Annual Deferred Share Units, will be paid sixty days after the participant’s
Separation From Service, which is defined as the expiration or other termination of all contracts, agreements, or arrangements under which the participant performs services for the Company, or any other company under common control with the Company,
whether as a Director or other independent contractor or employee, provided that the expiration or termination constitutes a good-faith and complete termination of the contractual relationship between the participant and the Company (and all other
companies under common control with the Company). Whether a Separation From Service has occurred for purposes of this Plan will be determined in accordance with the applicable standards under Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), including § 1.409A-1(h) (“Section 409A”). At the time a participant makes a deferral election in accordance with Section 8 and 9, the
participant may elect the period of deferral for amounts attributable to the Elective Deferrals that are the subject of that election. A participant may elect to defer receipt of amounts attributable to Elective Deferrals (1) until a specified
year in the future, (2) until the participant’s Separation From Service, or (3) until the end of the calendar year in which the participant’s Separation From Service occurs. If the participant elects alternative (1), payment will
be made or commence within sixty days after the beginning of the year specified in the election; if the participant elects alternative (2), payment will be made or commence within sixty days after the participant’s Separation From Service; and
if the participant elects alternative (3), payment will be made or commence within sixty days after the end of the calendar year in which the participant’s Separation From Service occurs. If, with respect to an Elective Deferral, a participant
does not make a timely election (in accordance with Section 8) as to the period of deferral, payment of amounts attributable to the Elective Deferral will be made or commence within sixty days after the participant’s Separation From
Service. 

 













 
 Section 6. Form of Payment. 

Mandatory Deferrals, including Annual Deferred Share Units, will be paid in shares of the Company’s common stock. 

At the time a participant makes a deferral election in accordance with Section 8 and 9, the participant may elect the form of payment
for amounts attributable to the Elective Deferrals that are the subject of that election. A participant may elect to receive payment of amounts attributable to Elective Deferrals in either (1) a lump sum cash payment or (2) a number of
annual cash installments, not more than ten, as specified by the participant. If installment payments are elected, the amount of each installment shall be equal to the balance in the participant’s deferred compensation account divided by the
number of installments remaining to be paid (including the installment in question). If a participant fails to make a timely election as to form of payment, payment will be made in a lump sum cash payment. 

Section 7. Death Prior to Receipt. 

If a participant dies prior to receipt of any of the amounts payable pursuant to this Plan, the participant’s Mandatory Deferrals,
including Annual Deferred Share Units, will be paid, in shares of the Company’s common stock, to the participant’s beneficiary or estate, as the case may be, within sixty days after the participant’s death. 

At the time a participant makes a deferral election in accordance with Section 8, the participant may elect that, in the event he or
she dies prior to receipt of any of the amounts payable pursuant to this Plan, the participant’s deferred compensation account attributable to Elective Deferrals will be paid to the participant’s beneficiaries or estate, as the case may
be, in either (1) a lump sum cash payment within sixty days following the participant’s death, or (2) a number of annual cash installments, not more than ten, as specified by the participant. If the participant elects alternative (2),
the initial installment payment to the beneficiaries or estate will be made sixty days after the participant’s death, and the amount of each installment will be determined as provided in the third sentence of Section 6. If payment to the
participant pursuant to clause (2) of Section 6 had commenced prior to death, the installment payments to the participant’s beneficiaries or estate, as the case may be, will be made at the same time and in the same amount as
installment payments would have been made to the participant had he or she survived. For purposes of this Section 7, any amounts deferred as Share Units will be converted to Dollar Units by multiplying the number of Share Units credited to a
participant’s deferred compensation account on the date of his or her death by the fair market value of a share of the Company’s common stock on such date as reported in The Wall Street Journal. 

Section 8. Time of Election of Deferral. 

This Section 8 governs the time for making “Deferral Elections,” which include elections to make Elective Deferrals pursuant
to Section 3, elections as to the form and computation of deferred amounts pursuant to Section 4, elections of the period of deferral pursuant to Section 5, elections of the form of payment pursuant to Section 6, and elections
with respect to death benefits pursuant to Section 7.



 A nominee for election as a new (not returning) Director may make a Deferral Election prior to
his or her election for the calendar year in which he or she is being elected, except that a person elected a new Director by the Board may make a Deferral Election within 30 days after his/her election as a Director (to the extent such
election is compliant under Section 409A), in which event the Deferral Election shall be effective only with respect to compensation paid after the Deferral Election is made. A person then currently serving as a Director may make a Deferral
Election with respect to compensation for the next succeeding calendar year no later than the preceding November 30th. This Deferral Election will be deemed to apply for each succeeding calendar year, unless (1) the participant elects, in
accordance with Section 10, to discontinue the Deferral Election or make a new Deferral Election, or (2) the election is stated, in writing, to apply only to the current calendar year. 

Section 9. Manner of Electing Deferral. 

A participant may make a Deferral Election by giving written notice to the Corporate Secretary’s Office of the Company on a form
provided by the Company, which notice shall include the amount to be deferred, the form in which the amount deferred is to be credited, the period of deferral and the form of payment, including the number of installments, if any. 

Section 10. Effect of Election. 

A Deferral Election shall be irrevocable by the participant once the calendar year to which it applies has commenced. An election may be
discontinued or modified by the participant with respect to calendar years not yet begun by notifying the Corporate Secretary’s Office of the Company in writing no later than November 30th of the preceding year. 

Section 11. Maximum Number of Shares. 

The maximum number of shares of the Company’s common stock that may be issued and distributed under this Plan shall be Two Hundred
Thousand (200,000) shares, subject to adjustment as provided under Section 4, above. 
 Section 12. Participant’s
Rights Unsecured. 
 The right of any participant to receive future payments under the provisions of the Plan shall be an unsecured
claim against the general assets of the Company. 
 Section 13. Statement of Account. 

A statement will be sent to each participant each year reflecting the value of his or her deferred compensation account as of the end of the
preceding year. 

 


  
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 Section 14. Assignability and Beneficiaries. 

No right to receive payments under the Plan shall be transferable or assignable by a participant other than by will or under the laws of
descent and distribution, except that a participant may designate one or more beneficiaries pursuant to the provisions of this Section. On a form to be provided by the Corporate Secretary’s Office of the Company, a participant may name
beneficiaries to receive any amounts to which the participant may be entitled under the Plan in the event of the participant’s death. A participant may change his or her beneficiary designation from time to time in the same manner. If a
participant fails to designate any beneficiary, or if no designated beneficiary is living on the date on which any payment becomes payable to the participant’s beneficiaries, the payment will be payable to the participant’s estate. 

Section 15. Administration. 

The Plan will be administered under the supervision of the Board, which will have the authority to adopt rules and regulations to carry out
the Plan and to interpret, construe and implement the provisions of the Plan. The Plan, as amended and restated, is intended to comply with Section 409A and will be construed accordingly. In construing or interpreting any vague or ambiguous
Plan provision, the interpretation that will prevail is the interpretation that will cause the Plan to comply with the applicable standards under Code Section 409A. To the extent that any terms of the Plan would subject any participant to gross
income inclusion, interest, or additional tax pursuant to Code Section 409A, the Company shall not be responsible.



 Section 16. Amendment. 

This Plan may at any time or from time to time be amended, modified or terminated by the Board. No amendment, modification or termination
shall, without the consent of the participant, adversely affect that participant’s accruals in his or her deferred compensation account as of the date of amendment, modification or termination. 

Section 17. Governing Law. 

The validity, construction, interpretation and effect of the Plan and agreements issued under the Plan shall be governed and construed by and
determined in accordance with the Code, and, to the extent not in conflict, with the laws of the State of Indiana, without giving effect to the conflict of laws provisions thereof. 

Section 18. Termination Date. 

The Plan shall terminate effective as of December 31, 2032. Notwithstanding the foregoing, any Mandatory Deferrals and Elective
Deferrals deferred prior to January 1, 2033 shall be distributed in accordance with the Plan as in effect on December 31, 2032.


 


  
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