exv10w29






EXHIBIT 10.29




Zimmer Holdings, Inc.




2009 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANTED TO



OPTIONEE:



STOCK AWARD SHARES:



EXERCISE PRICE PER SHARE: $



AWARD DATE:




ZIMMER HOLDINGS, INC.

2009 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT FOR NON-U.S. EMPLOYEES




     Zimmer Holdings, Inc. (the “Company”) hereby grants pursuant to the terms of the heretofore
designated stock option plan (the “Plan”) to the heretofore named employee (the “Optionee”), not as
or in lieu of any salary or other compensation for her/his services, and upon the terms and
conditions set forth below, the option to purchase the number of fully paid and non-assessable
shares of the common stock of Zimmer Holdings, Inc., par value $.01 per share (“Common Stock”),
heretofore set forth (this “Option”) on or before the expiration of ten years from the date hereof
(the “Expiration Date”) at the aforementioned exercise price per share. The Board of Directors of
the Company (the “Board”) has authorized the Compensation and Management Development Committee of
the Board (the “Committee”) to administer the Plan.



     This Option is granted upon and subject to the following terms and conditions:



     1. No Option may be exercised hereunder for the purchase of shares unless the Optionee shall
have remained in the continuous employ of the Company or of one of its subsidiaries for one year
following the date hereof. Thereafter, provided that the Optionee shall at the time of such
exercise, except as specifically set forth herein to the contrary, have been in the employ of the
Company or of one of its subsidiaries, this Option may from time to time prior to the Expiration
Date be exercised in the manner hereinafter set forth, and this Option may be exercised (i) only to
the extent of 25 percent of the number of shares to which this Option applies on or after the first
anniversary and prior to the second anniversary of the date of grant hereof, (ii) only to the
extent of 50 percent of the number of shares to which this Option applies on or after the second
anniversary and prior to the third anniversary of the date of grant hereof, (iii) only to the
extent of 75 percent of the number of shares to which this Option applies on or after the third
anniversary and prior to the fourth anniversary of the date of grant hereof; and (iv) in its
entirety on or after the fourth anniversary of the date of grant hereof.



     2. This Option hereby granted may be exercised, in whole or in part in accordance with the
vesting schedule set forth in Section 1 above, by the delivery of an exercise notice to the Company
or the Company’s designated agent. The exercise notice will be effective upon receipt by the
appropriate person at the Company or the Company’s agent and upon payment of the exercise price,
any fees and any other amounts due to cover Tax-Related Items as defined and described in Section 8
herein. Such exercise notice (which, in the Company’s discretion, may be, or may be required to
be, given by electronic, telefax or other specified means) shall specify the number of shares with
respect to which this Option is being exercised and such other representations and agreements as
may be required by the Company. In the event the specified Expiration Date falls on a day which is
not a regular business day at the Company’s executive office in Warsaw, Indiana, U.S.A., then such
written notification must be received on or before the last regular business day prior to such
Expiration Date. Payment is to be made by certified personal check, or bank draft, by payment
through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve
Board, in shares of Common Stock owned by the Optionee having a fair market value at the date of
exercise equal to the purchase price for such shares, in any combination of the foregoing or by any
other method that the Committee approves; provided, however, that payment in shares of Common Stock
will not be permitted unless at least 100 shares of Common Stock are required and delivered for
such purpose. Delivery of shares for exercising an option shall be made either through the
physical delivery of shares or through an appropriate certification or attestation of valid
ownership. No shares shall be issued until full payment for such shares has been made. At its discretion, the Committee
may modify or suspend any method for the exercise of this Option. The Optionee shall have the
rights of a stockholder only with respect to shares of stock that have been recorded on the
Company’s books on behalf of the Optionee or for which certificates have been issued to her/him.



 









 





     3. The Company shall not be required to issue or deliver any certificate or certificates for
shares of its Common Stock purchased upon the exercise of any part of this Option 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, (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, and (iv) the payment to the
Company, upon its demand, of any amount requested by the Company for the purpose of satisfying the
Optionee’s obligations under Section 8 herein.



     4. This Option is not transferable by the Optionee otherwise than by will or by the laws of
descent and distribution, and may be exercised, during the lifetime of the Optionee, only by
her/him; provided that the Board may permit further transferability, on a general or specific
basis, and may impose conditions and limitations on any permitted transferability.



     5. Notwithstanding any other provision hereof:



          (a) If the Optionee shall retire or cease to be employed by the Company or any of its
subsidiaries for any reason (other than death) after the Optionee shall have been continuously so
employed for one year from the aforementioned date of grant, the Optionee may exercise this Option
only to the extent that the Optionee was otherwise entitled to exercise it at the time of such
retirement or cessation of employment with the Company or any of its subsidiaries, but in no event
after (i) the date that is ten years next succeeding the date this Option was granted, in the case
of retirement or cessation of employment with the Company or any of its subsidiaries on or after
the Optionee’s 65th birthday, or on or after the Optionee’s 55th birthday after having completed
ten years of service with the Company or any of its subsidiaries, or on or after the date the sum
of the Optionee’s attained age (expressed as a whole number) plus completed years of service
(expressed as a whole number) plus one (1) equals at least 70 and the Optionee has completed ten
years of service with the Company or any of its subsidiaries and the Optionee’s employment
terminates for any reason other than death, resignation, willful misconduct, or activity deemed
detrimental to the interest of the Company and, where applicable, the Optionee has executed a
general release, a covenant not to compete and/or a covenant not to solicit as required by the
Company, or (ii) the date that is three months next succeeding retirement or cessation of
employment, in the case of any other retirement or cessation of employment with the Company or any
of its subsidiaries.



          (b) Whether military or government service or other bona fide leave of absence shall
constitute termination of employment for the purpose of this Option shall be determined in each
case by the Committee in its sole discretion.



          (c) Except as provided in Section 4, in the event of the death of the Optionee while in the
employ of the Company or of any of its subsidiaries or within whichever period after retirement or
cessation of employment of the Optionee specified in subparagraph (a) is applicable, and after
he/she shall have been continuously so employed for one year after the granting of her/his Option,
this Option theretofore granted to her/him shall be exercisable by the executors, administrators,
legatees or distributees of her/his estate, as the case may be, only to the extent that the
Optionee would have been entitled to exercise it if the Optionee were then living, subject to
subparagraph (d) herein, but in the case of the death of any Optionee after retirement or cessation
of employment in no event after the later of (i) the date twelve months next succeeding such death
and (ii) the last day of the period after Retirement or other cessation of employment of the
Optionee specified in subparagraphs (a)(i) or (a)(ii) and provided, in any case, not after the
Expiration Date.



          In the event this Option is exercised by the executors, administrators, legatees or
distributees of the estate of the Optionee, the Company shall be under no obligation to issue stock
hereunder unless and until the Company is satisfied that the person or persons exercising this
Option are the duly appointed legal representatives of the Optionee’s estate or the proper legatees
or distributees thereof.



          (d) The provisions of Section 1 hereof restricting the percentage of shares of an Option
grant which can be exercised prior to the fourth anniversary of the date of such grant shall not
apply if (i) the Optionee has reached age 60; (ii) the Optionee dies while in the employ of the
Company or any of its subsidiaries; (iii) the Optionee shall have retired or ceased to be employed
by the Company or any of its subsidiaries (1) on or after the Optionee’s 65th birthday, or (2) on
or after the Optionee’s 55th birthday after having completed ten years of service with the Company
or any of its subsidiaries, or (3) on or after the date the sum of the Optionee’s attained age
(expressed as a whole number) plus completed years of service (expressed as a whole number) plus
one (1) equals at least 70 and the Optionee has completed ten years of service with the Company or
any of its subsidiaries and the Optionee’s employment terminates for any reason other than death,
resignation, willful misconduct, or activity deemed detrimental to the interest of the Company and,
where applicable, the Optionee has executed a general release, a non-solicitation and/or
non-compete agreement with the Company as required by the Company; or (iv) the Optionee’s
employment terminates for any reason other than death, resignation, willful misconduct, or activity
deemed detrimental to the interest of the Company provided the Optionee executes a general release
and, where applicable, a non-solicitation and/or non-compete agreement with the Company as required
by the Company. For the purposes of this Option, service with Bristol-Myers Squibb Company and its
subsidiaries and affiliates before the effective date of the Plan shall be included as service with
the Company; provided that the Optionee was employed by Bristol-Myers Squibb Company on August 5,
2001 and has been continuously employed by the Company or a subsidiary of the Company since August
6, 2001.



     6. Under certain circumstances, if the Optionee’s employment with the Company or one of its
subsidiaries terminates during the three year period following a change in control of the Company,
this Option may become fully vested and exercisable. Please refer to the Plan for more
information.



     7. If prior to the Expiration Date changes occur in the outstanding Common Stock by reason of
stock dividends, recapitalization, mergers, consolidations, stock splits, combinations or exchanges
of shares and the like, the exercise price per



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share and the number and class of shares subject to
this Option shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. If as a result of any adjustment under this paragraph any Optionee should become
entitled to a fractional share of stock, the Optionee shall have the right to purchase only the
adjusted number of full shares and no payment or other adjustment will be made with respect to the
fractional share so disregarded.




     8. Regardless of any action the Company or the Optionee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance contributions, payroll tax or other
tax-related items related to the Optionee’s participation in the Plan and legally applicable to the
Optionee or deemed by the Company or the Employer to be an appropriate charge to the Optionee even
if technically due by the Company or Employer (“Tax-Related Items”), the Optionee acknowledges that
the ultimate liability for all Tax-Related Items legally due by the Optionee is and remains the
Optionee’s responsibility and may exceed the amount actually withheld by the Company or Employer.
The Optionee further acknowledges that the Company and/or the Employer (1) make no representations
or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of
the Option, including, but not limited to, the grant, vesting or exercise of the Option, the
subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any
dividends; and (2) do not commit to, and are under no obligation to, structure the terms of the
grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related
Items or achieve any particular result. Further, if the Optionee has become subject to tax in more
than one jurisdiction between the date of grant and the date of any relevant taxable event, the
Optionee acknowledges that the Company or the Employer (or former employer, as applicable) may be
required to withhold or account for Tax-Related Items in more than one jurisdiction.



     Prior to the relevant taxable event or tax withholding event, as applicable, the Optionee
shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy
all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or
their respective agents, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items legally payable by the Optionee by one or a combination of the following:



     (a) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by
the Company and/or the Employer, within legal limits; or



     (b) withholding from the proceeds of the sale of shares of Common Stock acquired upon
exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the
Company (on the Optionee’s behalf and at the Optionee’s direction pursuant to this authorization);
or



     (c) withholding in shares of Common Stock to be issued upon exercise of the Option.



     To avoid negative accounting treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding amounts or other applicable
withholding rates and the Optionee agrees that the amount withheld may exceed the Optionee’s actual
liability. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common
Stock for tax purposes, the Optionee is deemed to have been issued the full number of shares of
Common Stock subject to the exercised Option, notwithstanding that a number of the shares of Common
Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any
aspect of the Optionee’s participation in the Plan.



     Finally, the Optionee shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a result of the
Optionee’s participation in the Plan or the Optionee’s purchase of shares of Common Stock that
cannot be satisfied by the means previously described. The Company may refuse to honor the
exercise and refuse to issue or deliver the shares of Common Stock if the Optionee fails to comply
with the Optionee’s obligations in connection with the Tax-Related Items.



     9. In accepting the Option grant, the Optionee acknowledges, understands and agrees that:



     (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it
may be modified, amended, suspended or terminated by the Company at any time;



     (b) the grant of the Option is voluntary and occasional and does not create any contractual
or other right to receive future grants of options, or benefits in lieu of options, even if options
have been granted repeatedly in the past;



     (c) all decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;



     (d) the Optionee’s participation in the Plan shall not create a right to further employment
with the Employer and shall not interfere with the ability of the Employer to terminate the
Optionee’s employment relationship at any time;



     (e) the Optionee is voluntarily participating in the Plan;



     (f) the Option and the shares of Common Stock subject to the Option are an extraordinary item
that does not constitute compensation of any kind for services of any kind rendered to the Company
or any subsidiaries, and which is outside the scope of the Optionee’s employment contract, if any;



     (g) the Option and the shares of Common Stock are not part of normal or expected compensation
or salary for any purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension
or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or any subsidiary;



     (h) the Options and the shares of Common Stock are not intended to replace any pension rights
or compensation;



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     (i) the Option grant and the Optionee’s participation in the Plan will not be interpreted to
form an employment contract or relationship with the Company or any subsidiary;



     (j) the future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty;



     (k) if the Optionee exercises the Option and acquires shares of Common Stock, the value of
such shares of Common Stock may increase or decrease in value, even below the exercise price;



     (l) no claim or entitlement to compensation or damages arises from the termination of the
Option or diminution in value of this Option or shares of Common Stock purchased through exercise
of this Option resulting from termination of the Optionee’s active employment with the Company or a
subsidiary (for any reason whatsoever and whether or not in breach of local labor laws) and in
consideration of the grant of Options to which the Optionee is not otherwise entitled, the Optionee
irrevocably agrees never to institute any claim against the Company or the Employer, waives his or
her ability, if any, to bring such claim, and releases the Company and the Employer from any such
claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, the Optionee shall be deemed irrevocably to have
agreed not to pursue such claim and agreed to execute any and all documents necessary to request
dismissal or withdrawal of such claims;



     (m) in the event of termination of the Optionee’s employment as described in Section 5
(whether or not in breach of local labor laws), the Optionee’s right to receive or vest in the
Option under the Plan, if any, will terminate effective as of the date that the Optionee is no
longer actively employed; furthermore, in the event of termination of the Optionee’s employment
(whether or not in breach of local labor laws), the Optionee’s right to exercise the Option after
termination of the Optionee’s employment, if any, will be measured by the date of termination of
the Optionee’s active employment; the Committee shall have the exclusive discretion to determine
when the Optionee is no longer actively employed for purposes of the Optionee’s Option grant; and



     (n) the Option and the benefits under the Plan, if any, will not automatically transfer to
another company in the case of a merger, take-over or transfer of liability.



     10. The Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s
acquisition or sale of the underlying shares of Common Stock. The Optionee is hereby advised to
consult with the Optionee’s own personal tax, legal and financial advisors regarding the Optionee’s
participation in the Plan before taking any action related to the Plan.



     11. The Optionee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Optionee’s personal data as described in this
agreement and any other Option grant materials by and among, as applicable, the Employer, the
Company and its subsidiaries for the exclusive purpose of implementing, administering and managing
the Optionee’s participation in the Plan.



     The Optionee understands that the Company and the Employer may hold certain personal
information about the Optionee, including, but not limited to, the Optionee’s name, home address
and telephone number, date of birth, or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all Options or any
other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the
Plan (“Data”).



     The Optionee understands that Data will be transferred to The Bank of New York or such other
stock plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan. The Optionee
understands that the recipients of the Data may be located in the United States or elsewhere, and
that the recipients’ country (e.g., the United States) may have different data privacy laws and
protections than the Optionee’s country. The Optionee understands that the Optionee may request a
list with the names and addresses of any potential recipients of the Data by contacting the
Optionee’s local human resources representative. The Optionee authorizes the Company, The Bank of
New York and any other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of implementing, administering
and managing the Optionee’s participation in the Plan. The Optionee understands that Data will be
held only as long as is necessary to implement, administer and manage the Optionee’s participation
in the Plan. The Optionee understands that he/she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Optionee’s local human resources representative. The Optionee understands, however, that refusing
or withdrawing his/her consent may affect the Optionee’s ability to participate in the Plan. For
more information on the consequences of the Optionee’s refusal to consent or withdrawal of consent,
the Optionee understands that he/she may contact his/her local human resources representative.



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     12. Until the Optionee is advised otherwise by the Committee, all notices and other
correspondence with respect to this Option will be effective upon receipt at the following address:


Compensation and Management Development Committee of the Board of Directors of Zimmer Holdings, Inc.

Zimmer Holdings, Inc.

345 East Main Street

Post Office Box 708

Warsaw, Indiana 46581-0708

U.S.A.




     13. Except as explicitly provided in this agreement, this agreement will not confer any
rights upon the Optionee, including any right with respect to continuation of employment by the
Company or any of its subsidiaries or any right to future awards under the Plan. In no event shall
the value, at any time, of this agreement, the Common Stock covered by this agreement or any other
benefit provided under this agreement be included as compensation or earnings for purposes of any
other compensation, retirement, or benefit plan offered to employees of the Company or its
subsidiaries unless otherwise specifically provided for in such plan.



     14. As a condition of receiving the Option, the Optionee has entered into or reaffirmed a
non-solicitation and/or non-competition agreement with the Company. The Optionee understands and
agrees that if he or she violates any provision of such agreement, the Committee may require the
Optionee to forfeit his or her right to any unexercised portion of the Option, even if vested, and,
to the extent any portion of the Option has previously been exercised, the Committee may require
the Optionee to return to the Company any shares of Common Stock received by the Optionee upon such
exercise or any cash proceeds received by the Optionee upon the sale of any such shares.



     15. The Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means. The Optionee hereby consents to
receive such documents by electronic delivery and agrees to participate in the Plan through an
on-line or electronic system established and maintained by the Company or a third party designated
by the Company.



     16. The Company reserves the right to impose other requirements on the Optionee’s
participation in the Plan, on the Option and on any shares of Common Stock acquired under the Plan,
to the extent the Company determines it is necessary or advisable in order to comply with local law
or facilitate the administration of the Plan, and to require the Optionee to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.



     17. The Optionee’s Options shall be subject to any special provisions set forth in the
Addendum to this Agreement for the Optionee’s country, if any. If the Optionee relocates to one of
the countries included in the Addendum during the life of the Option, the special provisions for
such country shall apply to the Optionee, to the extent the Company determines that the application
of such provisions is necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. The Addendum, if any, constitutes part of this agreement.



     18. The Board and the Committee 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 and Committee determinations shall be final,
conclusive, and binding upon the Optionee 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. 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, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or interpretation of this
agreement to the substantive law of another jurisdiction. If the Optionee has received this or any
other document related to the Plan translated into a language other than English, and if the
meaning of the translated version is different than the English version, the English version will
control.



	 	 	 	 	 
	 	ZIMMER HOLDINGS, INC.

 	 
	 	By  	
 	 
	 	 	Chad F. Phipps

Senior Vice President,

General Counsel & Secretary 	 
	 




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