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                                                                    EXHIBIT 10.7

                              ZIMMER HOLDINGS, INC.
                           TEAMSHARE STOCK OPTION PLAN

      1. PURPOSE: The purpose of the Zimmer Holdings, Inc. TeamShare Stock
Option Plan (the "Plan") is to advance the interests of Zimmer Holdings, Inc.
and its Subsidiaries and Affiliates by giving substantially all Employees a
stake in the Company's future growth, in the form of stock options, thereby
improving such Employees' long-term incentives and aligning their interests with
those of the Company's shareholders.

      2. DEFINITIONS: For purposes of this Plan:

            (a) "Affiliate" shall mean any entity in which the Company has an
      ownership interest of more than 50%.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (c) "Common Stock" shall mean the Company's common stock.

            (d) "Company" shall mean Zimmer Holdings, Inc.

            (e) "Disability" or "Disabled" shall mean qualifying for and
      receiving payments under a long-term disability pay plan maintained by the
      Company or any Subsidiary or Affiliate or as required by or available
      under applicable local law.

            (f) "Employee" shall mean any individual employed by the Company or
      any Subsidiary or Affiliate, excluding leased employees within the meaning
      of Section 414(n) of the Code and key executives of the Company or any of
      its Subsidiaries or Affiliates. Employee shall also exclude any person who
      performs services for the Company if the Company treats the person for tax
      or labor law purposes as an independent contractor. If such person is
      subsequently determined to be an employee of the Company by the Internal
      Revenue Service or any other federal, state or local governmental agency
      or competent court of authority, such person will become an Employee on
      the date that this determination is finally adjudicated or otherwise
      accepted by the Company as long as he or she meets the other requirements
      of this Section 2(f). Such person shall not, under any circumstances, be
      treated as an Employee for the period of time during which the Company
      treated the person as an independent contractor for federal tax purposes
      even if the determination of the employee status has retroactive effect.
      In addition, any person who performs services for the Company, regardless
      of whether such person is an employee or independent contractor, shall not
      be an Employee for any period of time during which he or she has agreed in
      writing that he or she is not entitled to participate in the Company's
      employee benefit plans.

            (g) "Exchange Act" shall mean the Securities Exchange Act of 1934,
      as amended.

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            (h) "Fair Market Value" shall mean the average of the high and low
      sale prices of a share of Common Stock on the New York Stock Exchange
      composite tape on the date of measurement or on any date as determined by
      the Committee, or if there were no trades on such date, on the day on
      which a trade occurred next preceding such date.

            (i) "Retirement" and "Retire" shall mean termination of the
      employment of an Employee with the Company or any Subsidiary or Affiliate
      on or after (i) the Employee's 65th birthday or (ii) the Employee's 55th
      birthday if the Employee has completed 10 years of service with the
      Company, its Subsidiaries and its Affiliates. For the purposes of this
      Section 2(i) and all other purposes of this Plan, Retirement shall also
      mean termination of employment of an Employee with the Company or a
      Subsidiary or Affiliate for any reason (other than the Employee's death,
      disability, resignation, willful misconduct or activity deemed detrimental
      to the interests of the Company) where, on termination, the Employee's age
      plus years of service (rounded up to the next higher whole number) equals
      at least 70 and the Employee has completed 10 years of service with the
      Company, its Subsidiaries and its Affiliates and where applicable, the
      Employee has executed a general release, a covenant not to compete and/or
      a covenant not to solicit.

            (j) "Subsidiary" shall mean any corporation which at the time
      qualifies as a subsidiary of the Company under the definition of
      "subsidiary corporation" in Section 424 of the Code.

      3. SHARES AVAILABLE FOR OPTIONS: The amount of shares of the Company's
stock which may be issued for options granted under the Plan shall not exceed
[___________] shares, subject to adjustment under Section 10 hereof. If and to
the extent options granted under the Plan terminate, expire, or are canceled,
forfeited, exchanged or surrendered without having been exercised, the shares
subject to such options shall again be available for purposes of the Plan.

      4. ADMINISTRATION: The Plan shall be administered under the supervision of
the Board of Directors of the Company, which shall exercise its powers, to the
extent herein provided, through the agency of the Compensation and Management
Development Committee (the "Committee") appointed by the Board of Directors of
the Company and shall consist of not less than three directors who shall serve
at the pleasure of the Board.

      The Committee, from time to time, may adopt rules and regulations for
carrying out the provisions and purposes of the Plan and make such other
determinations, not inconsistent with the terms of the Plan, as the Committee
shall deem appropriate. The interpretation and construction of any provision of
the Plan by the Committee shall, unless otherwise determined by the Board of
Directors, be final and conclusive.

      The Committee shall maintain a written record of its proceedings. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
unanimously approved in writing, shall be the acts of the Committee.

      Notwithstanding the foregoing, the Committee may designate persons other
than members of the Committee to carry out such responsibilities of the
Committee under the Plan as


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it may deem appropriate. The delegation of responsibilities will be effected by
written instrument executed by the Committee.

      5. ELIGIBILITY: An option may be granted to an Employee who is actively
employed with the Company or any Subsidiary or Affiliate on the grant date
provided the Employee regularly works or is anticipated to regularly work at
least 1,000 hours in a twelve (12) consecutive month period.

      The adoption of this Plan shall not be deemed to give any Employee any
right to be granted an option to purchase Common Stock of the Company, except to
the extent and upon such terms and conditions as may be determined by the
Committee.

      6. GRANTS AS OF EFFECTIVE DATE: On or after the effective date of the
Plan, the Committee shall grant options to purchase Common Stock under this Plan
("Replacement Options") to all Employees who hold outstanding options to
purchase stock of Bristol-Myers Squibb Company under the Bristol-Myers Squibb
Company TeamShare Stock Option Plan ("BMS Options"). The Replacement Options
shall replace the Employees' outstanding BMS Options. The Committee shall
establish the option price and number of shares of the Replacement Options based
on the option price and number of shares of the corresponding BMS Options,
adjusted to reflect the spinoff of the Company from Bristol-Myers Squibb
Company. In other respects, the Replacement Options shall have terms generally
consistent with the BMS Options that they replace, with such changes as the
Committee deems appropriate. Service credited under the terms of the BMS Options
before the date of grant of the Replacement Options shall be considered service
for purposes of the Replacement Options.

      7. STOCK OPTIONS: Stock options under the Plan shall consist of
nonqualified stock options.

      Each option shall be subject to the following terms and conditions:

            (a)   GRANT OF OPTIONS. The Committee shall (1) determine the
      date(s) on which options may be granted, (2) select the Employees to whom
      options may be granted or offered subject to collective bargaining where
      required, (3) determine the number of shares to be covered by each option
      so granted, (4) determine the terms and conditions (not inconsistent with
      the Plan) of any option granted hereunder (including but not limited to
      restrictions upon the options, conditions of their exercise, or on the
      shares of Common Stock issuable upon exercise thereof), and (5) prescribe
      the form of the instruments necessary or advisable in the administration
      of options.

            (b)   TERMS AND CONDITIONS OF OPTION. Any option granted under the
      Plan shall be evidenced by a Stock Option Agreement executed by the
      Company and the optionee, in such form as the Committee shall approve,
      which agreement shall be subject to the following terms and conditions and
      shall contain such additional terms and conditions not inconsistent with
      the Plan. Unless the Optionee rejects such Stock Option Agreement in
      writing, the Optionee shall be deemed to have accepted the Stock Option
      Agreement and shall be bound by all of the terms and conditions of the
      Stock Option Agreement and the Plan.


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                  (1) NUMBER OF SHARES SUBJECT TO AN OPTION. The Stock Option
            Agreement shall specify the number of shares of Common Stock subject
            to the Agreement.

                  (2) OPTION PRICE. Except as provided in Section 6, the
            purchase price per share of Common Stock purchasable under an option
            will be determined by the Committee but will be not less than the
            Fair Market Value in U.S. dollars of a share of Common Stock on the
            date of the grant of such option.

                  (3) OPTION PERIOD. The period of each option shall be fixed by
            the Committee, but no option shall be exercisable after the
            expiration of ten years from the date the option is granted.

                  (4) CONSIDERATION. Each optionee, as consideration for the
            grant of an option, shall remain in the continuous employ of the
            Company or of one of its Subsidiaries or Affiliates for at least one
            year from the date of the granting of such option, and no option
            shall be exercisable until after the completion of such one year
            period of employment by the optionee.

                  (5) EXERCISE OF OPTION.

                         (a) An option shall be exercised by delivering notice
                  to the Company or its designee at such address and in such
                  form as shall be designated by the Committee from time to time
                  or pursuant to such other procedures that may be established
                  by the Committee from time to time for the exercise of
                  options.

                         (b) The Committee shall have the discretion to
                  establish one or more methods, and the accompanying
                  procedures, that an optionee may use to exercise and pay the
                  option exercise price including, without limitation, the
                  designation of the brokerage firm or firms through which
                  exercises shall be effected. At its discretion, the Committee
                  may modify or suspend any method or procedure for the exercise
                  or payment of stock options.

                         (c) The option exercise price shall be paid in full at
                  the time of exercise, and the Company shall require the
                  optionee to pay the Company at the time of exercise the amount
                  of tax required to be withheld by the Company under applicable
                  foreign, federal, state and local withholding tax laws. This
                  payment may be in paid in U.S. dollars or in any other manner
                  that the Committee in its sole discretion approves including,
                  without limitation, the withholding of shares of Common Stock
                  that would otherwise be distributed; PROVIDED, HOWEVER, in no
                  event may shares of Common Stock be withheld in an amount that
                  exceeds the Company's minimum applicable withholding tax
                  obligation for federal (including FICA), state, foreign and
                  local tax liabilities with respect to the optionee.

                         (d) Except as provided in subsections (7), (8), (9),
                  and (10), an optionee must be an Employee at the time of
                  exercise of an option.


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                         (e) Notwithstanding anything in the Plan to the
                  contrary, the Committee may, in its sole discretion, allow the
                  exercise of a lapsed grant if the Committee determines that:
                  (i) the lapse was solely the result of the Company's inability
                  to execute the exercise of an option award due to conditions
                  beyond the Company's control and (ii) the optionee made valid
                  and reasonable efforts to exercise the award. In the event the
                  Committee makes such a determination, the Company shall allow
                  the exercise to occur as promptly as possible following its
                  receipt of exercise instructions subsequent to such
                  determination.

                  (6) NONTRANSFERABILITY OF OPTIONS. No option granted under the
            Plan shall be transferable by the optionee otherwise than by will or
            by the laws of descent and distribution, and such option shall be
            exercisable, during the optionee's lifetime, only by the optionee.

                  (7) TERMINATION. An optionee who terminates employment with
            the Company or any Subsidiary or Affiliate (other than by
            Retirement, Disability or death) may exercise the vested portion of
            such option (as such vesting is set forth in the Stock Option
            Agreement), until the earlier of three months from the optionee's
            termination date or the expiration of the option period set forth
            therein. In the case of an optionee who terminates employment prior
            to the full vesting of the award, the unvested portion of the option
            will lapse unless the Committee has exercised its discretionary
            authority to accelerate the vesting of all or part of such option.

                  If an optionee is laid off or granted a leave of absence under
            a policy of the Company or any Subsidiary or Affiliate, the
            optionee's absence from work shall be treated as though the optionee
            remained in the employ of the Company, Subsidiary or Affiliate,
            provided that (i) in the case of a leave of absence, the optionee
            returns to work at the end of the approved period of absence and
            (ii) in the case of a layoff, the optionee returns to work within
            twelve months of the date the period of layoff commenced. An
            optionee who does not return to work as set forth above shall be
            treated as if the optionee's employment terminated effective as of
            (i) the date the optionee was scheduled to return to work, in the
            case of an approved leave of absence and (ii) the expiration of the
            twelve month period, in the case of an optionee who is laid off.

                  (8) RETIREMENT. If an optionee shall cease to be employed by
            the Company on account of Retirement after the optionee has been
            continuously employed for one year or more after the grant of the
            option, or as otherwise determined by the Committee, the option
            shall be exercisable only to the extent that the optionee was
            otherwise entitled to exercise it at the time of such cessation of
            employment, unless otherwise determined by the Committee, and the
            option shall remain exercisable for the remainder of the option
            period set forth therein.


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                  (9) DISABILITY. An optionee who ceases to be actively employed
            by reason of Disability shall be treated as though the optionee
            remained in the employ of the Company or a Subsidiary or Affiliate
            until the earlier of (i) cessation of payments under a disability
            pay plan of the Company, Subsidiary or Affiliate, (ii) the
            optionee's death, or (iii) the optionee's 65th birthday.

                  (10) DEATH. In the event of the death of the optionee

                         (a) while in the employ of the Company or of any of its
                  Subsidiaries or Affiliates and provided the optionee shall
                  have been continuously employed for one year after the
                  granting of the option, the option shall be exercisable
                  immediately by the executors, administrators, legatees or
                  distributees of the optionee's estate, as the case may be, but
                  in no event after the expiration of the option period set
                  forth therein,

                         (b) while in the employ of the Company or a Subsidiary
                  or Affiliate but before the first anniversary of the grant,
                  the option will immediately lapse,

                         (c) after Retirement, as defined in Section 2(i), and
                  provided the optionee shall have been continuously employed
                  for one year after the granting of the option, the option
                  shall be exercisable immediately by the executors,
                  administrators, legatees or distributees of the optionee's
                  estate, as the case may be, but in no event after the
                  expiration of the option period set forth therein,

                         (d) after termination, but within the three month
                  period indicated in Section 7(b)(7), and provided the optionee
                  shall have been continuously employed for three years after
                  the granting of the option, the option shall be exercisable
                  immediately by the executors, administrators, legatees or
                  distributees of the optionee's estate, as the case may be,
                  until the earlier of one year from the date of death or the
                  expiration of the option period set forth therein.

                  In the event any option is exercised by the executors,
            administrators, legatees or distributees of the estate of a deceased
            optionee, the Company shall be under no obligation to issue stock
            thereunder unless and until the Company is satisfied that the person
            or persons exercising the option are the duly appointed legal
            representatives of the deceased optionee's estate or the proper
            legatees or distributees thereof.

                  (11) OPTIONEES WHO BECOME SUBJECT TO SECTION 16 OF THE
            EXCHANGE ACT. If, subsequent to the grant date, an optionee becomes
            subject to Section 16 of the Exchange Act, the option and all rights
            of the optionee thereunder, shall terminate effective as of the day
            prior to such designation.

      8.    CHANGE IN CONTROL: In the event of a change in control of the
Company prior to the exercise of options granted under this Plan, but after the
optionee has completed one year of continuous employment subsequent to the date
of the granting of an option, all outstanding





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options shall become immediately fully vested and exercisable notwithstanding
any provisions of the Plan to the contrary.

      In addition, in the event of a change in control of the Company, the
Committee may (i) determine that outstanding options shall be assumed by, or
replaced with comparable options by, the surviving corporation (or a parent or
subsidiary of the surviving corporation) or (ii) take such other actions with
respect to outstanding options as the Committee deems appropriate.

      For the purpose of this Plan, a change in control shall be deemed to have
occurred on the earlier of the following dates:

            (a)   The date any entity or person (including a "group" as defined
      in Section 13(d)(3) of the Exchange Act) shall have become the beneficial
      owner of, or shall have obtained voting control over, twenty percent (20%)
      or more of the outstanding common shares of the Company;

            (b)   The date the shareholders of the Company approve a definitive
      agreement (i) to merge or consolidate the Company with or into another
      corporation, in which the Company is not the continuing or surviving
      corporation or pursuant to which any common shares of the Company would be
      converted into cash, securities or other property of another corporation,
      other than a merger of the Company in which holders of common shares
      immediately prior to the merger have the same proportionate ownership of
      Common Stock of the surviving corporation immediately after the merger as
      immediately before, or (ii) to sell or otherwise dispose of substantially
      all the assets of the Company; or

            (c)   The date there shall have been a change in a majority of the
      Board of Directors of the Company within a twelve (12) month period
      beginning after the effective date of the Plan, unless the nomination for
      election by the Company's shareholders of each new director was approved
      by the vote of three-fourths of the directors then still in office who
      were in office at the beginning of the twelve (12) month period.

      9.    DETERMINATION OF BREACH OF CONDITIONS: The determination of the
Committee as to whether an event has occurred resulting in a forfeiture or a
termination or reduction of the Company's obligations in accordance with the
provisions of the Plan shall be conclusive.

      10.   ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK: In the event of changes
in the outstanding Common Stock of the Company by reason of stock dividends,
recapitalization, mergers, consolidations, stock splits, combinations or
exchanges of shares and the like, the aggregate number and class of shares
available under the Plan, the number, class and the price of shares subject to
outstanding options and the minimum number of shares that may be exercised (as
set forth in Section 7(b)(5)(d)) shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.

      11.   TAXES: In connection with the transfer of shares of Common Stock to
an optionee (or at such earlier date as may be required by local law), the
Company may require the optionee to pay the amount required by any applicable
governmental entity to be withheld or otherwise deducted and paid with respect
to such transfer. Subject to Section 12 hereof, an optionee shall


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satisfy the obligation to pay withholding tax by providing the Company with
funds (in U.S. dollars) sufficient to enable the Company to pay such Withholding
Tax, or at the Company's discretion, the Company may retain or accept upon
delivery thereof by the optionee shares of Common Stock sufficient in value to
cover the amount of such withholding tax; provided that shares may not be
withheld in excess of the Company's minimum applicable withholding tax for
federal (including FICA), state, foreign and local tax liabilities with respect
to the optionee.

      12.   EMPLOYEES BASED OUTSIDE OF THE UNITED STATES: Notwithstanding any
provision of the Plan to the contrary, in order to foster and promote
achievement of the purposes of the Plan or to comply with provisions of laws in
other countries in which the Company, its Affiliates and its Subsidiaries
operate or have Employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which Employees employed outside the United
States are eligible to participate in the Plan, (ii) modify the terms and
conditions of any options granted to Employees who are employed outside the
United States and (iii) establish subplans, modified option exercise procedures
and other terms and procedures to the extent such actions may be necessary or
advisable, and (iv) grant to Employees employed in countries wherein the
granting of stock options is impossible or impracticable, as determined by the
Committee, stock appreciation rights with terms and conditions that, to the
fullest extent possible, are substantially identical to the stock options
granted hereunder. In addition, the Committee may grant such stock appreciation
rights to individuals who provide services to the Company and who otherwise
would be characterized as employees, but who are not permitted to be Employees
of the Company pursuant to local laws of the country wherein the workers are
employed.

      13.   AMENDMENT OF THE PLAN: The Board of Directors may amend or suspend
the Plan at any time and from time to time. No such amendment of the Plan may,
however, without the written consent of the optionee, alter or impair any
option.

      14.   MISCELLANEOUS: By accepting any benefits under the Plan, each
optionee and each person claiming under or through such optionee shall be
conclusively deemed to have indicated acceptance and ratification of, and
consent to, any action taken or made to be taken or made under the Plan by the
Company, the Board, the Committee or any other committee appointed by the Board.
No participant or any person claiming under or through him or her shall have any
right or interest, whether vested or otherwise, in the Plan or in any option
thereunder, contingent or otherwise, unless and until all of the terms,
conditions and provisions of the Plan and the Agreement that affect such
participant or such other person shall have been complied with. Nothing
contained in the Plan or in any Agreement shall require the Company to segregate
or earmark any cash or other property. Neither the adoption of the Plan nor its
operation shall in any way affect the rights and powers of the Company or any of
its Subsidiaries or Affiliates to dismiss and/or discharge any Employee at any
time.

      15.   CONDITIONS: The Company shall not be required to issue or deliver
any certificate or certificates for shares of Common Stock purchased upon the
exercise of any option granted under the Plan 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,


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and (iv) the payment to the Company, upon its demand, of any amount requested by
the Company for the purpose of satisfying its liability, if any, to withhold
federal, state or local income or earnings tax or any other applicable tax or
assessment (plus interest or penalties thereon, if any caused by a delay in
making such payment) incurred by reason of the exercise of any option granted
under the Plan or the transfer of shares thereupon.

      16.   TERM OF THE PLAN: The Plan shall become effective as of
[______________] by action of the Board of Directors. The Plan shall terminate
on the date that is ten years after the effective date of the Plan, or at such
earlier date as may be determined by the Board of Directors. Termination of the
Plan, however, shall not affect the rights of optionees under options
theretofore granted to them, and all unexpired options shall continue in force
and operation after termination of the Plan except as they may lapse or be
terminated by their own terms and conditions.

      17.   GOVERNING LAW: This Plan, and the validity and construction of any
options granted hereunder, shall be governed by the laws of the State of
Indiana.




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