exv10w32







EXHIBIT 10.32



Zimmer Holdings, Inc.




2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD GRANTED TO



AWARD RECIPIENT: o



RESTRICTED STOCK UNIT AWARD SHARES: o



AWARD DATE: o




ZIMMER HOLDINGS, INC.

2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD




     1. RSU AWARD



     Under the terms of the Zimmer Holdings, Inc. 2009 Stock Incentive Plan (the “Plan”), the
Compensation and Management Development Committee of the Board of Directors of Zimmer Holdings,
Inc. (the “Committee”) has granted to the Award Recipient on the Award Date an award of restricted
stock units (“RSUs”) over Zimmer Holdings, Inc. Common Stock, par value $0.01 per share (“Common
Stock”), as designated herein subject to the terms, conditions, and restrictions set forth in this
agreement (this “RSU Award”). The purposes of this RSU Award are to motivate and retain the Award
Recipient as an employee of Zimmer Holdings, Inc. (the “Company”) or a subsidiary of the Company,
to encourage the Award Recipient to continue to give best efforts for the Company’s future success,
and to further the opportunity for stock ownership by the Award Recipient in order to increase the
Award Recipient’s proprietary interest in the Company. Each RSU represents an unfunded,
unsecured promise by the Company to deliver one share of Common Stock, subject to certain
restrictions and the terms and conditions contained in this agreement.Except as may be
required by law, the Award Recipient is not required to make any payment (other than payments for
taxes pursuant to Section 7 hereof) or provide any consideration other than the rendering of future
services to the Company or a subsidiary of the Company.



     2. NO STOCKHOLDER RIGHTS



     The grant of RSUs does not entitle the Award Recipient to any rights of a holder of Common
Stock, including dividends or voting rights. The rights of the Award Recipient with respect to an
RSU shall remain forfeitable at all times prior to the lapse of the Restriction Period for that
RSU, as defined in Section 4 below.



     3. TRANSFER RESTRICTIONS



     Neither the RSUs nor any interest therein may be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and
distribution, and any such purported sale, assignment, transfer, pledge, hypothecation or other
disposition shall be void and unenforceable against the Company.



     4. RESTRICTIONS AND FORFEITURES



     Except as otherwise provided in this Section 4, an RSU granted in this RSU Award shall be
subject to the restrictions and conditions set forth herein during the period from the Award Date
until such RSU becomes vested and nonforfeitable (the “Restriction Period”).



     (a) Except as otherwise set forth in this Section 4, one-third of the RSUs granted in this RSU
Award shall become vested and nonforfeitable on the third anniversary of the Award Date provided
the Award Recipient has been continuously employed by the Company or a subsidiary of the Company
since the Award Date; one-third of the RSUs granted in this RSU Award shall become vested and
nonforfeitable on the fourth anniversary of the Award Date provided the Award



 









 




Recipient has been continuously employed by the Company or a subsidiary of the Company since
the Award Date; and the final one-third of the RSUs granted in this RSU Award shall become vested
and nonforfeitable on the fifth anniversary of the Award Date provided the Award Recipient has been
continuously employed by the Company or a subsidiary of the Company since the Award Date.




     (b) Except as set forth below, if the Award Recipient terminates employment with the Company
or a subsidiary for any reason other than retirement or death before all of the RSUs have become
vested, the RSUs that are not already vested as of the termination date shall be forfeited. If
after the Award Recipient has been continuously employed for one year or more from the Award Date,
the Award Recipient terminates employment with the Company or a subsidiary on account of retirement
or death, the restrictions with respect to all unvested RSUs granted in this RSU Award shall be
waived and the RSUs will be deemed fully vested. In the event of the termination of an Award
Recipient’s employment by the Company, other than for cause, retirement or death, after one year of
continuous employment with the Company after the Award Date, a pro rata portion of this RSU Award
shall be deemed vested as shown in Schedule A to this agreement. Such pro rata portion shall
include the portion, if any, of this RSU Award already vested under the terms of this agreement.
“Retirement” shall mean the Award Recipient’s termination of employment with the Company or a
subsidiary on or after (i) the Award Recipient’s 65th birthday, (ii) the Award Recipient’s 55th
birthday after having completed ten years of service with the Company or any of its subsidiaries,
or (iii) the date the sum of the Award Recipient’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
Award Recipient has completed ten years of service with the Company or any of its subsidiaries and
the Award Recipient’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 Award Recipient has executed a general release and/or a covenant not to compete and/or not to
solicit as required by the Company. “Cause” shall mean termination by the Company of the Award
Recipient’s employment upon the willful and continued failure by the Award Recipient to
substantially perform the Award Recipient’s duties with the Company (other than any such failure
resulting from the Award Recipient’s incapacity due to physical or mental illness) for a period of
at least 30 days after a written demand for substantial performance is delivered to the Award
Recipient, which demand specifically identifies the manner in which the Award Recipient has not
substantially performed the Award Recipient’s duties, or the willful engaging by the Award
Recipient in conduct which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. No act, or failure to act, on the Award Recipient’s part
shall be deemed willful unless done, or omitted to be done, by the Award Recipient not in good
faith and without reasonable belief that the Award Recipient’s act, or failure to act, was in the
best interest of the Company. Except as provided in Section 14, in the event of special
circumstances as determined by the Committee, the Committee may, in its sole discretion where it
finds that a waiver would be in the best interests of the Company, waive any restrictions then
remaining with respect to all or part of this RSU Award and accelerate the vesting with regard to
such RSU Award or part thereof. For the purposes of this RSU Award, service with Bristol-Myers
Squibb Company and its subsidiaries and affiliates (collectively, “Bristol-Myers Squibb”) before
the effective date of the Plan shall be included as service with the Company; provided that the
Award Recipient was employed by Bristol-Myers Squibb on August 5, 2001 and has been continuously
employed by the Company or a subsidiary of the Company since August 6, 2001.



     (c) In the event that the Award Recipient fails promptly to pay or make satisfactory
arrangements as to the Withholding Tax Obligation as provided in Section 7, all unvested RSUs shall
be forfeited by the Award Recipient.



     (d) (i) A transfer of an Award Recipient’s employment from the Company to a
subsidiary, or vice versa, or from one subsidiary to another, (ii) a leave of absence, duly
authorized in writing by the Company, for military service or sickness or for any other purpose
approved by the Company if the period of such leave does not exceed ninety (90) days, and (iii) a
leave of absence in excess of ninety (90) days, duly authorized in writing, by the Company,
provided the Award Recipient’s right to reemployment is guaranteed either by a statute or
by contract, shall not be deemed a termination of employment. However, failure of the Award
Recipient to return to the employ of the Company at the end of an approved leave of absence shall
be deemed a termination. During a leave of absence as defined in (ii) or (iii), the Award
Recipient will be considered to have been continuously employed by the Company.



     5. ISSUANCE OF SHARES



     The stock certificate(s), if any, evidencing the shares issued upon vesting of RSUs shall be
registered on the Company’s books in the name of the Award Recipient within 60 days after
the lapse of the Restriction Period for those RSUs.



     The Company shall not be required to issue or deliver any certificate or certificates for
shares of its Common Stock upon the end of the Restriction Period 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, or (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.



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     6. DEATH OF AWARD RECIPIENT



     In the event of the Award Recipient’s death prior to the delivery of shares issuable
pursuant to vested RSUs, such shares shall be delivered to the Award Recipient’s estate,
upon presentation to the Committee of letters testamentary or other documentation satisfactory to
the Committee.



     7. TAXES



     At such time as the Company is required to withhold taxes with respect to this RSU Award, or
at an earlier date as determined by the Company, the Award Recipient shall make remittance to the
Company of an amount sufficient to cover the Company’s withholding obligation, if any,
with respect to federal, state or local income or FICA or earnings tax or any other applicable tax
assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment)
incurred with respect to this RSU Award (the “Withholding Tax Obligation”). The
Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct such
Withholding Tax Obligation from any payment or distribution of any kind otherwise payable or
distributable to the Award Recipient, including Common Stock subject to this RSU Award; provided,
in the case of Common Stock, that the market value of the shares withheld may not exceed the
Company’s minimum required Withholding Tax Obligation with respect to this RSU Award.



     8. CHANGE IN CONTROL



     Under certain circumstances, if the Award Recipient’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 RSU Award may be deemed vested. Please refer to the Plan for more information.



     9. CHANGES IN CAPITALIZATION



     If prior to the expiration of the Restriction Period 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 number and class of shares subject to this
RSU Award shall be appropriately adjusted by the Committee, 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.



     10. NOTICE



     Until the Award Recipient is advised otherwise by the Committee, all notices and other
correspondence with respect to this RSU Award 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



     11. 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 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.



     12. BREACH OF RESTRICTIVE COVENANTS



     As a condition of receiving this RSU Award, the Award Recipient has entered into or reaffirmed
a non-solicitation and/or non-competition agreement with the Company. The Award Recipient
understands and agrees that if he or she violates any provision of such agreement, the Committee
may require the Award Recipient to forfeit his or her right to any unvested portion of the RSU
Award and, to the extent that any portion of the RSU Award has previously vested, the Committee may
require the



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Award Recipient to return to the Company the shares covered by the RSU Award or any cash
proceeds received by the Award Recipient upon the sale of such shares.




     13. CONSENT TO ELECTRONIC DELIVERY



     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 Award Recipient 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.



     14. CODE SECTION 409A COMPLIANCE



     To the extent applicable, it is intended that the Plan and this agreement comply with the
requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
and any related regulations or other guidance promulgated with respect to such Section by the U.S.
Department of the Treasury or the Internal Revenue Service. The RSUs granted in this RSU Award are
intended to be short-term deferrals exempt from Code Section 409A, but in the event that any
portion of this RSU Award constitutes deferred compensation within the meaning of Code Section
409A, then the issuance of Common Stock covered by an RSU award shall conform to the Code Section
409A standards, including, without limitation, the requirement that no payment on account of
separation from service will be made to any specified employee (within the meaning of Code Section
409A) until six months after the separation from service occurs, and the prohibition against
acceleration of vesting, which means that the Committee does not have the authority under Section
4(b) to waive the restrictions and accelerate vesting of this RSU Award in the event that any
portion of it constitutes deferred compensation within the meaning of Code Section 409A. Any
provision of the Plan or this agreement that would cause this RSU Award to fail to satisfy any
applicable requirement of Code Section 409A shall have no force or effect until amended to comply
with Code Section 409A, which amendment may be retroactive to the extent permitted by Code Section
409A.



     15. CONSTRUCTION AND INTERPRETATION



     The Board of Directors of the Company (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 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. 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.



     16. SEVERABILITY



     In the event any provision of this agreement shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions of this agreement,
and this agreement shall be construed and enforced as if such illegal or invalid provision had not
been included.



	 	 	 	 	 
	 	ZIMMER HOLDINGS, INC.

 	 
	 	By  	
 	 
	 	 	Chad F. Phipps 	 
	 	 	Senior Vice President,

General Counsel & Secretary 	 



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Schedule A




	 	 	 
	Months Completed After Award Date	 	Percent Vested
	12
	 	11.111%
	13
	 	12.037%
	14
	 	12.963%
	15
	 	13.889%
	16
	 	14.815%
	17
	 	15.741%
	18
	 	16.667%
	19
	 	17.593%
	20
	 	18.519%
	21
	 	19.444%
	22
	 	20.370%
	23
	 	21.296%
	24
	 	22.222%
	25
	 	23.148%
	26
	 	24.074%
	27
	 	25.000%
	28
	 	25.926%
	29
	 	26.852%
	30
	 	27.778%
	31
	 	28.704%
	32
	 	29.630%
	33
	 	30.556%
	34
	 	31.481%
	35
	 	32.407%
	36
	 	33.333%
	37
	 	36.111%
	38
	 	38.889%
	39
	 	41.667%
	40
	 	44.444%
	41
	 	47.222%
	42
	 	50.000%
	43
	 	52.778%
	44
	 	55.556%
	45
	 	58.333%
	46
	 	61.111%
	47
	 	63.889%
	48
	 	66.667%
	49
	 	69.444%
	50
	 	72.222%
	51
	 	75.000%
	52
	 	77.778%
	53
	 	80.556%
	54
	 	83.333%
	55
	 	86.111%
	56
	 	88.889%
	57
	 	91.667%
	58
	 	94.444%
	59
	 	97.222%
	60
	 	100.000%






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