EX-10.17






Exhibit 10.17




RESTATED

BENEFIT EQUALIZATION PLAN

OF

ZIMMER HOLDINGS, INC. AND ITS SUBSIDIARY OR

AFFILIATED CORPORATIONS PARTICIPATING IN THE

ZIMMER HOLDINGS, INC. RETIREMENT INCOME PLAN OR THE

ZIMMER PUERTO RICO RETIREMENT INCOME PLAN




(Restated as of January 1, 2009)




     This Restated Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or
Affiliated Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the
Zimmer Puerto Rico Retirement Income Plan (the “Plan”) is hereby adopted by Zimmer Holdings, Inc.
(the “Company”), effective as of January 1, 2009.



I. Purpose of the Plan




     The purpose of this Plan is to provide benefits for certain participants in the Zimmer
Holdings, Inc. Retirement Income Plan (the “Retirement Income Plan”) or the Zimmer Puerto Rico
Retirement Income Plan (the “Puerto Rico Plan”) (referred to herein collectively as the “Retirement
Plans”) whose funded benefits under the Retirement Plans are or will be limited by application of
the Internal Revenue Code of 1986, as amended (the “Code”). The Plan is intended to be an “excess
benefit plan” as that term is defined in Section 3(36) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), with respect to those participants whose benefits under the
Retirement Plans have been limited by Section 415 of the Code, and a “top hat” plan meeting the
requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA with respect to those
participants whose benefits under the Retirement Plans have been limited by Section 401(a)(17) of
the Code. Capitalized terms not expressly defined in this document shall have the meanings given
to them in the applicable Retirement Plan.



     This Plan is a successor plan to the Benefit Equalization Plan of Bristol-Myers Squibb Company
and Its Subsidiary or Affiliated Corporations Participating in the Bristol-Myers Squibb Company
Retirement Income Plan or the Bristol-Myers Squibb Company Puerto Rico, Inc. Retirement Income
Plan, as in effect on January 1, 1996 and as amended thereafter (the “Prior Plan”). This Plan
shall recognize all service covered under the Retirement Income Plan or the Puerto Rico Plan.
Benefits payable under the Prior Plan shall continue to be payable under the Prior Plan by
Bristol-Myers Squibb Company, the sponsor of the Prior Plan (“Bristol-Myers Squibb”), and shall not
be assumed by or become obligations of the Company, the sponsor of this Plan or any other
Participating Employer. Each participant under this Plan shall be entitled to a benefit that will
be reduced by the value of the benefit to which the participant is entitled under the Prior Plan.



 









 





II. Administration of the Plan




     The Zimmer Holdings, Inc. Benefits Committee (the “Committee”) appointed by the Board of
Directors of the Company to administer the Retirement Plans shall also administer this Plan. The
Committee shall have full discretionary authority to determine all questions arising in connection
with the Plan, including its interpretation, may adopt procedural rules, and may employ and rely on
legal counsel, actuaries, accountants and agents as it may deem advisable to assist in the
administration of the Plan. Decisions of the Committee shall be conclusive and binding on all
persons.



III. Participation in the Plan




     Each member of the Retirement Income Plan or the Puerto Rico Plan who is employed by a
Participating Employer (which term also includes the Company) shall be eligible to participate in
this Plan whenever (a) his benefit under the applicable Retirement Plan, as from time to time in
effect, would exceed the limitations on benefits and contributions imposed by Section 415 of the
Code calculated from and after September 2, 1974, (b) amounts of his compensation would be excluded
from his “Final Average Compensation” determined under the Retirement Plan by reason of the
application of Section 401(a)(17) of the Code or (c) he participates in the Zimmer Holdings, Inc.
Executive Performance Incentive Plan (the “Performance Incentive Plan”).



     Notwithstanding the foregoing, any member of the Retirement Plans hired or rehired after
September 2, 2002, shall not be eligible to participate or be entitled to benefits under this Plan.



IV. Equalization Benefits Related to the Retirement Plan




     A. Each participant in this Plan or his beneficiaries shall be entitled to receive under this
Plan a supplemental pension benefit equal to the excess of (l) the benefit that would have been
payable to such participant or his beneficiaries under the applicable Retirement Plan determined
(a) without regard for any provision therein incorporating limitations imposed by Section 415 of
the Code, and (b) by deeming as “compensation” for purposes of determining Final Average
Compensation under such Retirement Plan amounts that were elected to be deferred under the Zimmer
Holdings, Inc. Savings and Investment Program (“Savings and Investment Program”) but that, due to
Section 415 limitations, were credited, in accordance with the participant’s election, to the
Benefit Equalization Plan of Zimmer Holdings, Inc. and Its Subsidiary or Affiliated Corporations
Participating in the Zimmer Holdings, Inc. Savings and Investment Program (the “Savings and
Investment BEP”), over (2) the actual benefit payable to such participant or his beneficiaries
under the applicable Retirement Plan.



     B. Each participant whose compensation under the applicable Retirement Plan is limited by
Section 401(a)(17) of the Code or who participates in the Performance Incentive Plan shall be
entitled to receive an additional supplemental pension benefit under this Plan equal to the amount,
if any, by which the supplemental pension benefit determined under Paragraph A of this



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Article IV would be greater if the hypothetical benefit calculated under clause (1) of such
paragraph were determined (a) by disregarding, in addition to Section 415 limitations, any
limitations on such participant’s Final Average Compensation imposed by reason of Section
401(a)(17) of the Code, (b) by including in his “annual rate of compensation” for purposes of
determining Final Average Compensation under such Retirement Plan amounts that were elected to be
deferred under the Savings and Investment Program but that, due to Section 401(a)(17) limitations,
were credited, in accordance with the participant’s election, to the Savings and Investment BEP and
(c) by recalculating his “annual rate of compensation” for each year used in determining Final
Average Compensation under such Retirement Plan, by substituting for the cash award paid under the
Performance Incentive Plan during such calendar year the cash award earned by such participant
under the Performance Incentive Plan for such calendar year. For purposes of clause (c) of the
preceding sentence, any performance incentive award for the calendar year in which the participant
retires or otherwise terminates employment shall be the same as the prior year’s earned performance
incentive award.




     C. Each participant in this Plan in grade levels Z07 and above or his beneficiaries shall be
entitled to receive a supplemental pension benefit equal to the excess of the benefit that would
have been payable to such participant or his beneficiaries under the applicable Retirement Plan
determined without limiting his total years of service to 40 years.



     D. The supplemental pension benefits payable to a participant under paragraphs A, B and C of
this Article IV shall be calculated utilizing the same actuarial assumptions used to compute the
participant’s Retirement Plan benefit payments or such other assumptions as may be determined by
the Committee from time to time, shall be reduced by the amount of the benefit to which the
participant is entitled under the Prior Plan, and shall be payable to the participant (or his
beneficiary) as set forth below.



     E.




          (1) Subject to the terms of this Plan, as amended from time to time, for purposes of
calculating the pension benefits of Jon E. Kramer (“Kramer”) under Paragraphs IV.A through
C, Kramer will be entitled to receive a supplemental pension benefit under this Plan
determined as if (a) Kramer was entitled to the Retirement Income Plan’s early retirement
subsidies when he commenced his Retirement Income Plan benefits on or after age 55, and (b)
Kramer was credited with an additional 7.82 years of credited service with the Company as
of the December 31, 2008 (the “Trigger Date”). Kramer shall be eligible for benefits under
Paragraph E(1) as of December 31 2008.




          (2) Notwithstanding any of the foregoing, Kramer shall not be eligible for any
additional benefit under this Paragraph E if:



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     (i) he is terminated for gross misconduct, insubordination or willful
failure to perform the duties assigned by the Company’s management, as
modified from time to time;




     (ii) he violates of any covenant not to compete or solicit with the
Company; or




     (iii) he fails to execute a general release in a form satisfactory to
the Company upon his termination.




          (3) If, after termination of Kramer’s employment, facts are disclosed or discovered
that constitute cause under Paragraph E(2)(i) or (ii), then any additional benefits
attributable to the provisions of this Paragraph E shall cease immediately. Further, if any
benefits attributable to the provision of this Paragraph E that were paid to Kramer before
such facts were discovered or disclosed, then Kramer shall repay the Company the gross sum
of benefits attributable to this Paragraph E and paid to him within 15 days of written
demand by the Company.




          (4) In the event Kramer does not become entitled to benefits under this Paragraph E,
benefits shall be determined in accordance with the terms of the Plan as if this Paragraph E
had not been effectuated.



V. Distribution




     A. For any distribution that had not commenced as of December 31, 2008, the present value of
the participant’s accrued benefit, determined as of his date of Separation of Service and adjusted
for interest to the payment date, shall be distributed in a single lump sum amount. The
distribution shall be made on the first business day of the month following the date that is six
months after the participant’s Separation of Service.



     B. Each participant’s supplemental pension benefits under this Plan shall be paid by his
Participating Employer. If the participant was employed by more than one such Participating
Employer, the proportion to be paid by each such Participating Employer shall be in the ratio that
the participant’s Credited Service with a Participating Employer bears to the participant’s total
Credited Service with all Participating Employers.



     C. Upon a participant’s death prior to receipt of all or part of the amount of his benefit,
the present value of his supplemental pension benefits shall be payable to his designated
beneficiary or, if none, to his estate, within 15 business days his death. Payment to one or more
of such persons shall completely discharge the obligations of the Plan and the Company with respect
to the amount so paid.



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VI. Miscellaneous




     A. This Plan may be terminated at any time by the Board of Directors of the Company, in which
event the rights of participants to their accrued supplemental pension benefits under this Plan
shall become non-forfeitable. The Company or any Participating Employer may terminate this Plan
with respect to its employees participating in the Retirement Plans, in which event the rights of
participants to their accrued supplemental pension benefits under this Plan payable by such
terminating corporation shall become non-forfeitable. If the Plan is terminated, the Board of
Directors of the Company shall determine the manner of distribution at that time in compliance with
Section 409A Standards, as defined below.



     B. No right to payment or any other interest under this Plan may be alienated, sold,
transferred, pledged, assigned, or made subject to attachment, execution, or levy of any kind.



     C. Nothing in this Plan shall be construed as giving any employee the right to be retained in
the employ of any Participating Employer. Each Participating Employer in the Plan expressly
reserves the right to dismiss any employee at any time without regard to the effect that such
dismissal might have upon him under the Plan.



     D. This Plan may be amended at any time by the Board of Directors of the Company or the
Committee, except that no such amendment shall deprive any participant of his supplemental pension
benefit accrued at the time of such amendment.



     E. Benefits payable under this Plan shall not be funded and shall be made out of the general
funds of the Participating Employers or any grantor trust established by the Company for this
purpose. The Participating Employers shall not be required to segregate any contributions made by
participants under this Plan. They shall become a part of the general funds of the Participating
Employers. To the extent that a grantor trust is established by the Company, the Committee may
from time to time reserve unto itself the right to vote any shares of equity securities held in a
pension trust fund or may permit such other committee, or investment manager or managers as it may
designate to exercise such responsibility.



     F. This Plan shall be construed, administered and enforced according to the substantive
internal laws (and not the conflict of laws provisions) of the State of Indiana.



     G. It is also intended that this Plan comply with the applicable Section 409A Standards, and
the Plan 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 Section 409A Standards. To the extent that any terms of the Plan or an
award would subject any Participant to gross income inclusion, interest, or additional tax pursuant
to Code Section 409A, those terms are to that extent superseded by the applicable Section 409A
Standards. For purposes herein, Section 409 Standards means the applicable requirements and
standards for non-qualified deferred compensation plans



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established by Code Section 409A, and regulations and guidance promulgated thereunder by the
Internal Revenue Service.




VII. Effective Date




     This Plan shall be restated effective as of January 1, 2009.



     Zimmer Holdings, Inc. has caused this Restated Benefit Equalization Plan of Zimmer Holdings,
Inc. and its Subsidiary or Affiliated Corporations participating in the Zimmer Holdings, Inc.
Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan to be signed by its duly
authorized officers this 13th day of December, 2008.



	 	 	 	 	 
	 	ZIMMER HOLDINGS, INC.

 	 
	 	By:  	/s/ Renee P. Rogers
 	 
	 	 	Renee P. Rogers 	 
	 	 	Vice President, Global Human Resources 	 
	 
	 	 	 
	 	By:  	                /s/ James T. Crines
 	 
	 	 	James T. Crines 	 
	 	 	Executive Vice President, Finance and


Chief Financial Officer 	 
	 




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