EX-10.6



 Exhibit 10.6 

AMENDED AND RESTATED 

ZIMMER BIOMET HOLDINGS, INC. 

DEFERRED COMPENSATION PLAN 

FOR NON-EMPLOYEE DIRECTORS 

(As Amended May 5, 2015 and Further Amended as of June 24, 2015) 

 


	 	Section 1.	Grandfathered Benefits. 

 Mandatory Deferrals and Elective Deferrals, as defined below,
that were deferred and vested prior to January 1, 2005, shall be subject to the terms of the Plan as in effect on October 3, 2004. The Company shall maintain appropriate records to identify deferrals made and vested prior to 2005, together
with any attributable earnings or losses. 
  

	 	Section 2.	Eligibility. 

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

	 	Section 3.	Deferred Compensation Account. 

 There shall be established on the books of the Company
for each participant a deferred compensation account in the participant’s name. The account shall distinguish between compensation deferred and vested prior to 2005 and compensation deferred or vested after 2004. 

 

	 	Section 4.	Amount of Deferral. 

 (a) Mandatory Deferrals. Until such time
as a participant meets the guideline level of Share Unit or Company common stock ownership established by the Board, fifty percent of the basic fee payable to a participant for membership on the Board (the “Mandatory Deferral”) shall be
deferred and credited to the participant’s deferred compensation account as Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred fee, determined by dividing the dollar
value of the deferred fee by the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. As an additional Mandatory Deferral, at each annual meeting of the
stockholders of the Company (“Annual Meeting”), each participant will receive 500 deferred Share Units (the “Annual Deferred Share Units”). The value of each Annual Deferred Share Unit will be equal to a share of the
Company’s common stock as reported in The Wall Street Journal on the date of grant. 
 (b) Elective
Deferrals. For any calendar year, a participant may elect to defer receipt of compensation in excess of the participant’s Mandatory Deferral for that year (the “Elective Deferral”) by filing the appropriate form in
accordance with Section 9 and requesting deferral of: (1) all of the participant’s compensation in excess of the participant’s Mandatory Deferral payable to the participant for serving on the Board and any committee thereof; or
(2) any percentage specified by the participant of the compensation described in clause (1) that is in excess of the participant’s Mandatory Deferral.




	 	Section 5.	Form and Computation of Deferred Amounts. 

 Subject to Section 4, at the time a
participant elects to make an Elective Deferral, the participant shall elect to have the Elective Deferral credited to his or her deferred compensation account as Treasury Units, Dollar Units, or Share Units (each an “Investment Option”).
A participant may allocate the Elective Deferrals among the Investment Options in increments of 0%, 33 1/3%, 50%, 66 2/3% or 100%. Any deferred amount credited to a participant’s deferred compensation account as Treasury Units shall be credited
with interest at a rate to be set by the Company in January of each year after a review of the six-month United States Treasury bill discount rates for the preceding year. Any deferred amount credited to a participant’s deferred compensation
account as Dollar Units shall be credited with interest at a rate to be set by the Company in January of each year after a review of investment return on the invested cash of the Company. If a participant elects to allocate a deferred amount to
Share Units, the participant will be credited with Share Units equal to the number of shares of the Company’s common stock that could have been purchased with the deferred amount, determined by dividing the dollar value of the deferred amount
by the fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the effective date of the deferral. Upon payment by the Company of dividends on its common stock, the amount credited to a
participant’s deferred compensation account as Share Units shall be credited with an amount equal to the number of Share Units multiplied by a fraction, the numerator of which is the amount of the dividend and the denominator of which is the
fair market value of a share of the Company’s common stock as reported in The Wall Street Journal on the day the dividend is payable. The amount of Share Units in a participant’s deferred compensation account shall be adjusted in the
discretion of the Board to take into account a merger, consolidation, reorganization, recapitalization, stock split or other change in corporate structure of capitalization affecting the Company’s common stock. At its discretion, the Board may
discontinue, modify, or offer additional Investment Options. 
  

	 	Section 6.	Period of Deferral. 

 A participant’s Mandatory Deferrals, including Annual
Deferred Share Units, will be paid sixty days after the participant’s Separation From Service, defined as the expiration or other termination of all contracts, agreements, or arrangements under which the participant performs services for the
Company, or any other company under common control with the Company, whether as a Director or other independent contractor or employee, provided that the expiration or termination constitutes a good-faith and complete termination of the contractual
relationship between the participant and the Company (and all other companies under common control with the Company). Whether a Separation From Service has occurred for purposes of this Plan will be determined in accordance with the applicable
standards under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including § 1.409A-1(h). At the time a


 









 
participant makes a deferral election in accordance with Section 9, the participant may elect the period of deferral for amounts attributable to the Elective Deferrals that are the subject
of that election. A participant may elect to defer receipt of amounts attributable to Elective Deferrals (1) until a specified year in the future, (2) until the participant’s Separation From Service, or (3) until the end of the
calendar year in which the participant’s Separation From Service occurs. If the participant elects alternative (1), payment will be made or commence within sixty days after the beginning of the year specified in the election; if the participant
elects alternative (2), payment will be made or commence within sixty days after the participant’s Separation From Service; and if the participant elects alternative (3), payment will be made or commence within sixty days after the end of the
calendar year in which the participant’s Separation From Service occurs. If, with respect to an Elective Deferral, a participant does not make a timely election (in accordance with Section 9) as to the period of deferral, payment of
amounts attributable to the Elective Deferral will be made or commence within sixty days after the participant’s Separation From Service. 
  

	 	Section 7.	Form of Payment. 

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

	 	Section 8.	Death Prior to Receipt. 

 If a participant dies prior to receipt of any of the amounts
payable pursuant to this Plan, the participant’s Mandatory Deferrals, including Annual Deferred Share Units, will be paid, in shares of the Company’s common stock, to the participant’s beneficiary or estate, as the case may be, within
sixty days after the participant’s death. 
 At the time a participant makes a deferral election in accordance with Section 9,
the participant may elect that, in the event he or she dies prior to receipt of any of the amounts payable pursuant to this Plan, the participant’s deferred compensation account attributable to Elective Deferrals will be paid to the
participant’s beneficiaries or estate, as the case may be, in either (1) a lump sum cash payment within sixty days following the participant’s death, or (2) a number of annual cash installments, not more than ten, as specified by
the participant. If the participant elects alternative (2), the initial installment payment to the beneficiaries or estate will be made sixty days after the participant’s death, and the amount of each installment will be determined as provided
in the third sentence of Section 7. If payment to the participant pursuant to clause (2) of Section 7 had commenced prior to death, the installment payments to the




 
participant’s beneficiaries or estate, as the case may be, will be made at the same time and in the same amount as installment payments would have been made to the participant had he or she
survived. For purposes of this Section 8, any amounts deferred as Share Units will be converted to Dollar Units by multiplying the number of Share Units credited to a participant’s deferred compensation account on the date of his or her
death by the fair market value of a share of the Company’s common stock on such date as reported in The Wall Street Journal. 
  

	 	Section 9.	Time of Election of Deferral. 

 This Section 9 governs the time for making
“Deferral Elections,” which include elections to make Elective Deferrals pursuant to Section 4, elections as to the form and computation of deferred amounts pursuant to Section 5, elections of the period of deferral pursuant to
Section 6, elections of the form of payment pursuant to Section 7, and elections with respect to death benefits pursuant to Section 8. 

A nominee for election as a Director may make a Deferral Election prior to his or her election for the calendar year in which he or she is
being elected, except that a person elected a Director by the Board may make a Deferral Election within 30 days after his/her election as a Director, in which event the Deferral Election shall be effective only with respect to compensation paid
after the Deferral Election is made. A person then currently serving as a Director may make a Deferral Election with respect to compensation for the next succeeding calendar year no later than the preceding November 30th. This Deferral Election
will be deemed to apply for each succeeding calendar year, unless (1) the participant elects, in accordance with Section 11, to discontinue the Deferral Election or make a new Deferral Election, or (2) the election is stated, in
writing, to apply only to the current calendar year. 
  

	 	Section 10.	Manner of Electing Deferral. 

 A participant may make a Deferral Election by giving
written notice to the Board on a form provided by the Company, which notice shall include the amount to be deferred, the form in which the amount deferred is to be credited, whether the deferral will be converted into options to purchase shares of
the Company’s common stock pursuant to Section 12, the period of deferral and the form of payment, including the number of installments, if any. 
  

	 	Section 11.	Effect of Election. 

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

	 	Section 12.	Maximum Number of Shares. 

 The maximum number of shares of the Company’s common
stock that may be issued and distributed under this Plan on or after the Effective Date shall be Two Hundred Thousand (200,000) shares, subject to adjustment as provided under Section 5, above.


 










	 	Section 13.	Participant’s Rights Unsecured. 

 The right of any participant to receive future
payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Company. 
  

	 	Section 14.	Statement of Account. 

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

	 	Section 15.	Assignability and Beneficiaries. 

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

	 	Section 16.	Administration. 

 The Plan will be administered by the Board, which will have the
authority to adopt rules and regulations to carry out the Plan and to interpret, construe and implement the provisions of the Plan. The




 
Plan, as amended and restated, is intended to comply with Section 409A and will be construed accordingly. In construing or interpreting any vague or ambiguous Plan provision, the
interpretation that will prevail is the interpretation that will cause the Plan to comply with the applicable standards under Code Section 409A. To the extent that any terms of the Plan would subject any participant to gross income inclusion,
interest, or additional tax pursuant to Code Section 409A, those terms are to that extent superseded by the applicable Section 409A standards. 
  

	 	Section 17.	Amendment. 

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

	 	Section 18.	Governing Law. 

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

	 	Section 19.	Termination Date. 

 The Plan shall terminate effective as of December 31, 2022.
Notwithstanding the foregoing, any Mandatory Deferrals and Elective Deferrals deferred prior to January 1, 2023, shall be distributed in accordance with the Plan as in effect on December 31, 2022.