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EXHIBIT 10.2




CHANGE IN CONTROL SEVERANCE AGREEMENT




          THIS AGREEMENT, dated as of September 30, 2004, is made by and between
ZIMMER HOLDINGS, INC., a Delaware corporation (the “Company”), and Richard
Fritschi (the “Executive”). The capitalized words and terms used throughout
this Agreement are defined in Article XIII.



Recitals




          A. The Company considers it essential to the best interests of its
shareholders to foster the continuous employment of key management personnel.



          B. The Board recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control exists and that such a
possibility, and the uncertainty and questions that it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders.



          C. The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of
the Company’s management, including the Executive, to their assigned duties
without distraction in the face of potentially disturbing circumstances arising
from the possibility of a Change in Control.



          D. The parties intend that no amount or benefit will be payable under this
Agreement unless a termination of the Executive’s employment with the Company
occurs following a Change in Control or is deemed to have occurred following a
Change in Control as provided in this Agreement.



Agreement




          In consideration of the premises and the mutual covenants and agreements
set



 









 





forth below, the Company and the Executive agree as follows:




ARTICLE I




Term of Agreement




          This Agreement will commence on the date stated above and will continue in
effect through December 31, 2004. Beginning on January 1,
2005, and each
subsequent January 1, the term of this Agreement will automatically be extended
for one additional year, unless either party gives the other party written
notice not to extend this Agreement at least 30 days before the extension would
otherwise become effective or unless a Change in Control occurs. If a Change
in Control occurs during the term of this Agreement, this Agreement will
continue in effect for a period of 24 months from the end of the month in which
the Change in Control occurs. Notwithstanding the foregoing provisions of this
Article, this Agreement will terminate on the Executive’s Retirement Date.



ARTICLE II




Compensation other than Severance Payments




          SECTION 2.01. Disability Benefits. Following a Change in Control and
during the term of this Agreement, during any period that the Executive fails
to perform the Executive’s full-time duties with the Company as a result of
Disability, the Executive will receive short-term and long-term disability
benefits no less favorable than those provided under the terms of the Company’s
short-term and long-term disability plans as in effect immediately prior to the
Change in Control, together with all other compensation and benefits payable to
the Executive pursuant to the terms of any compensation or benefit plan,
program, or arrangement maintained by the Company during the period of
Disability.



          SECTION 2.02. Compensation Previously Earned. If the Executive’s



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employment is terminated for any reason following a Change in Control and
during the term of this Agreement, the Company will pay the Executive’s salary
accrued through the Date of Termination, at the rate in effect at the time the
Notice of Termination is given, together with all other compensation and
benefits payable to the Executive through the Date of Termination (including,
without limitation, any incentive compensation amounts owed the Executive for a
completed calendar year to the extent not yet paid) under the terms of any
compensation or benefit plan, program, or arrangement maintained by the Company
during that period.



          SECTION 2.03. Normal Post-Termination Compensation and Benefits. Except
as provided in Section 3.01, if the Executive’s employment is terminated for
any reason following a Change in Control and during the term of this Agreement,
the Company will pay the Executive the normal post-termination compensation and
benefits payable to the Executive under the terms of the Company’s retirement,
insurance, and other compensation or benefit plans, programs, and arrangements,
as in effect immediately prior to the Change in Control. This provision does
not restrict the Company’s right to amend, modify, or terminate any plan,
program, or arrangement prior to a Change in Control.



          SECTION 2.04. No Duplication. Notwithstanding any other provision of
this Agreement to the contrary, the Executive will not be entitled to duplicate
benefits or compensation under this Agreement and the terms of any other plan,
program, or arrangement maintained by the Company or any affiliate.



ARTICLE III




Severance Payments




          SECTION 3.01. Payment Triggers.



          (a) In lieu of any other severance compensation or benefits to which the



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Executive may otherwise be entitled under any plan, program, policy, or
arrangement of the Company (and which the Executive hereby expressly waives),
the Company will pay the Executive the Severance Payments described in Section
3.02 upon termination of the Executive’s employment following a Change in
Control and during the term of this Agreement, in addition to the payments and
benefits described in Article II, unless the termination is (1) by the Company
for Cause, (2) by reason of the Executive’s death, or (3) by the Executive
without Good Reason.




          (b) For purposes of this Section 3.01, the Executive’s employment will be
deemed to have been terminated following a Change in Control by the Company
without Cause or by the Executive with Good Reason if (1) the Executive’s
employment is terminated without Cause prior to a Change in Control at the
direction of a Person who has entered into an agreement with the Company, the
consummation of which will constitute a Change in Control; or (2) the Executive
terminates his employment with Good Reason prior to a Change in Control
(determined by treating a Potential Change in Control as a Change in Control in
applying the definition of Good Reason), if the circumstance or event that
constitutes Good Reason occurs at the direction of such a Person.



          (c) The Severance Payments described in this Article III are subject to
the conditions stated in Article VI.



          SECTION 3.02. Severance Payments. The following are the Severance
Payments referenced in Section 3.01:



          (a) Lump Sum Severance Payment. In lieu of any further salary payments
to the Executive for periods after the Date of Termination, and in lieu of any
severance benefits otherwise payable to the Executive, the Company will pay to
the Executive a lump sum severance payment, in cash, equal to two (or, if less,
the number of years, including fractions,



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from the Date of Termination until the Executive reaches his Retirement
Date), times the sum of (1) the higher of the Executive’s annual base salary in
effect immediately prior to the event or circumstance upon which the Notice of
Termination is based or in effect immediately prior to the Change in Control,
and (2) the amount of the Executive’s target annual bonus entitlement under the
Incentive Plan (or any other bonus plan of the Company then in effect) as in
effect immediately prior to the event or circumstance giving rise to the Notice
of Termination. If the Board determines that it is not workable to determine
the amount that the Executive’s target bonus would have been for the year in
which the Notice of Termination was given, then, for purposes of this paragraph
(a), the Executive’s target annual bonus entitlement will be the amount of the
largest aggregate annual bonus paid to the Executive with respect to the three
years immediately prior to the year in which the Notice of Termination was
given.




          (b) Incentive Compensation. Notwithstanding any provision of the
Incentive Plan or any other compensation or incentive plans of the Company, the
Company will pay to the Executive a lump sum amount, in cash, equal to the sum
of (1) any incentive compensation that has been allocated or awarded to the
Executive for a completed calendar year or other measuring period preceding the
Date of Termination ( to the extent not payable pursuant to Section 2.02), and
(2) a pro rata portion (based on elapsed time) to the Date of Termination of
the aggregate value of all contingent incentive compensation awards to the
Executive for the current calendar year or other measuring period under the
Incentive Plan, the Award Plan, or any other compensation or incentive plans of
the Company, calculated as to each such plan using the Executive’s annual
target percentage under that plan for that year or other measuring period and
as if all conditions for receiving that target award had been met.



          (c) Options and Restricted Shares. All outstanding Options will become



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immediately vested and exercisable (to the extent not yet vested and
exercisable as of the Date of Termination). To the extent not otherwise
provided under the written agreement evidencing the grant of any restricted
Shares to the Executive, all outstanding Shares that have been granted to the
Executive subject to restrictions that, as of the Date of Termination, have not
yet lapsed will lapse automatically upon the Date of Termination, and the
Executive will own those Shares free and clear of all such restrictions.




          (d) Additional Pension Benefit. In addition to the retirement benefits
to which the Executive is entitled under the Retirement Plan and BEP, or any
successors to those plans, the Company will pay the Executive an additional
amount under the BEP (or a successor plan) equal to the excess of (1) over (2),
where (1) is the retirement pension (determined as a straight life annuity
commencing on the Executive’s Retirement Date) that the Executive would have
accrued under the terms of the Retirement Plan and BEP (without regard to any
amendment to the Retirement Plan or BEP that is made subsequent to a Change in
Control and on or prior to the Date of Termination and that adversely affects
in any manner the computation of the Executive’s retirement benefits),
determined as if the Executive (a) were fully vested under the Retirement Plan
and the BEP, and (b) had accumulated (after the Date of Termination) 24
additional months of age and service credit under the Retirement Plan and the
BEP at the higher of (i) the Executive’s highest annual rate of compensation
(as compensation is defined for purposes of the BEP) in effect during the three
years immediately preceding the Date of Termination, or (ii) the sum of the
Executive’s annual salary and target annual bonus in effect immediately prior
to the Change in Control (but in no event will the Executive be deemed to have
accumulated additional service credit in excess of the maximum permitted
pursuant to the Retirement Plan and BEP); and (2) is the retirement pension
(determined as a straight life annuity commencing on the



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Executive’s Retirement Date) that the Executive had then accrued pursuant
to the respective provisions of the Retirement Plan and BEP. This additional
amount will be paid in the form and at the time or times that the relevant
benefits are payable to the Executive under the BEP or any successor plan;
provided, however, that if the transaction constituting the Change in Control
has not been approved by the Board prior to its consummation, the actuarial
equivalent of the additional benefits under this Section 3.02(d) will be paid
in a cash lump sum. The Executive understands and acknowledges that the
additional retirement benefit described in this Section 3.02(d) is payable
entirely under the BEP, a nonqualified plan, and will not be subject to any
special tax treatment applicable to benefits under the Retirement Plan and
other tax-qualified plans.




          (e) Welfare Benefits. Except as otherwise provided in this Section
3.02(e), for a 24-month period after the Date of Termination, the Company will
arrange to provide the Executive with life and health (including medical and
dental) insurance benefits and perquisites substantially similar to those that
the Executive is receiving immediately prior to the Notice of Termination
(without giving effect to any reduction in those benefits subsequent to a
Change in Control). Benefits and perquisites otherwise receivable by the
Executive pursuant to this Section 3.02(e) will be reduced to the extent
comparable benefits are actually received by or made available to the Executive
without greater cost to him than as provided by the Company during the 24-month
period following the Executive’s termination of employment (and the Executive
will report to the Company any such benefits actually received by or made
available to the Executive).



          If, as of the Date of Termination, the Company reasonably determines that
the continued life insurance coverage required by this Section 3.02(e) is not
available from the



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Company’s group insurance carrier, cannot be procured from another
carrier, and cannot be provided on a self-insured basis without adverse tax
consequences to the Executive or his death beneficiary, then, in lieu of
continued life insurance coverage, the Company will pay the Executive a lump
sum payment, in cash, equal to 24 times the full monthly premium payable to the
Company’s group insurance carrier for comparable coverage for an executive
employee under the Company’s group life insurance plan then in effect. If, as
of the Date of Termination, the Company reasonably determines that the
continued medical and dental coverage required by this Section 3.02(e) cannot
be provided without violating applicable nondiscrimination requirements under
the Code, then, in lieu of the continued medical and dental coverage, the
Company will pay the Executive a lump sum payment, in cash, equal to 24 times
the monthly premium then charged to qualified beneficiaries for full family
COBRA continuation coverage under the Company’s medical and dental plans.




          (f) Matching Contributions. In addition to the vested amounts, if any,
to which the Executive is entitled under the Savings Plan as of the Date of
Termination, the Company will pay the Executive a lump sum amount equal to the
value of the unvested portion, if any, of the employer matching contributions
(and attributable earnings) credited to the Executive under the Savings Plan.



          (g) Outplacement Services. The Company will provide the Executive with
reasonable outplacement services consistent with past practices of the Company
prior to the Change in Control or, if no past practice has been established
prior to the Change in Control, consistent with the prevailing practice in the
medical device manufacturing industry.



          SECTION 3.03. Gross-Up Payment.



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          (a) In the event that any Severance Payments paid or payable to the
Executive or for his benefit pursuant to the terms of this Agreement or
otherwise in connection with a Change in Control (“ Total Payments”) would be
subject to any Excise Tax, then the Executive will be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount such that after the
Executive’s payment of all taxes (including any interest, penalties, additional
tax, or similar items imposed with respect to the Gross-Up Payment and the
Excise Tax), including any Excise Tax upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Total Payments.



          (b) An initial determination as to whether a Gross-Up Payment is required
pursuant to this Agreement and the amount of that Gross-Up Payment will be made
at the Company’s expense by an Accounting Firm selected by the Executive and
reasonably acceptable to the Company. The Accounting Firm will provide its
determination, together with detailed supporting calculations and
documentation, to the Company and the Executive within 10 business days after
the Date of Termination, or such other time as requested by the Company and the
Executive. If the Accounting Firm determines that no Excise Tax is payable by
the Executive with respect to the Payments, it will furnish the Executive with
an opinion reasonably acceptable to the Executive that no Excise Tax will be
imposed with respect to the Payments. Within 10 business days after the
Accounting Firm delivers its determination to the Executive, the Executive will
have the right to dispute the determination. The Gross-Up Payment, if any, as
determined by the Accounting Firm in accordance with the preceding provisions
of this Section, will be paid by the Company to the Executive within 5 business
days of the receipt of the Accounting Firm’s determination. The existence of a
dispute will not in any way affect the Executive’s right to receive the
Gross-Up Payment in accordance with the determination. If there



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is no dispute, the determination will be final, binding, and conclusive
upon the Company and the Executive. If there is a dispute, then the Company
and the Executive will together select a second Accounting Firm, which will
review the determination and the Executive’s basis for the dispute and then
render its own determination, which will be final, binding, and conclusive on
the Company and the Executive. The Company will bear all costs associated with
that determination, unless the determination is not greater than the initial
determination, in which case all such costs will be borne by the Executive
..




          (c) The value of any non-cash benefits or any deferred payment or benefit
paid or payable to the Executive will be determined in accordance with the
principles of Code section 280G(d)(3) and (4). For purposes of determining the
amount of the Gross-Up Payment, the Executive will be deemed to pay federal
income taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and applicable state
and local income taxes at the highest marginal rate of taxation in the state
and locality of the Executive’s residence on the Date of Termination, net of
the maximum reduction in federal income taxes that would be obtained from
deduction of those state and local taxes.



          (d) Notwithstanding anything contained in this Agreement to the contrary,
in the event that, according to the Accounting Firm’s determination, an Excise
Tax will be imposed on the Total Payments, the Company will pay to the
applicable government taxing authorities as Excise Tax withholding the amount
of the Excise Tax that the Company has actually withheld from the Total
Payments in accordance with applicable law.



          (e) Notwithstanding the preceding provisions of this Section 3.03, the
Company will not have any obligation to make the Gross-Up Payment unless the
value of the Total Payments exceeds 110% of the maximum amount of parachute
payments that could be



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paid to the Executive without any imposition of golden parachute excise
taxes under Code sections 280G and 4999 (the “110% Amount”). In that case, the
value of the Total Payments will be reduced to the extent necessary so that,
within the meaning of Code section 280G(b)(2)(A)(ii), the aggregate present
value of the payments in the nature of compensation to (or for the benefit of)
the Executive that are contingent on a Change in Control (with a Change in
Control for this purpose being defined in terms of a “change” described in Code
section 280G(b)(2)(A)(i) or (ii)), do not exceed 2.999 multiplied by the Base
Amount. For this purpose, cash Severance Payments will be reduced first (if
necessary, to zero), and all other, non-cash Severance Payments will be reduced
next (if necessary, to zero). For purposes of the limitation described in the
preceding sentence, the following will not be taken into account: (1) any
portion of the Total Payments the receipt or enjoyment of which the Executive
effectively waived in writing prior to the Date of Termination, and (2) any
portion of the Total Payments that, in the opinion of the Accounting Firm, does
not constitute a “parachute payment” within the meaning of Code section
280G(b)(2).




          (f) For purposes of this Section 3.03, the value of any non-cash benefit
or any deferred payment or benefit included in the Total Payments will be
determined by the Accounting Firm in accordance with the principles of Code
sections 280G(d)(3) and (4).



          SECTION 3.04. Time of Payment. Except as otherwise expressly provided in
Section 3.02 or Section 3.03, payments provided for in those Sections will be
made as follows:



          (a) No later than the fifth business day following the Date of
Termination, the Company will pay to the Executive an estimate, as determined
by the Company in good faith, of 90% of the minimum amount of the payments
under Sections 3.02 and 3.03 to which the Executive is clearly entitled.



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          (b) The Company will pay to the Executive the remainder of the payments
due him under Sections 3.02 and 3.03 (together with interest at the rate
provided in Code section 1274(b)(2)(B)) not later than the 30th business day
after the Date of Termination.



          (c) At the time that payment is made under Section 3.04(b), the Company
will provide the Executive with a written statement setting forth the manner in
which all of the payments to him under this Agreement were calculated and the
basis for the calculations including, without limitation, any opinions or other
advice the Company received from auditors or consultants (other than legal
counsel) with respect to the calculations (and any such opinions or advice that
are in writing will be attached to the statement).



          SECTION 3.05. Attorneys Fees and Expenses. If the Executive finally
prevails with respect to any good faith dispute between the Executive and the
Company regarding the interpretation, terms, validity or enforcement of this
Agreement (including any dispute as to the amount of any payment due under this
Agreement), the Company will pay or reimburse the Executive for all reasonable
attorneys fees and expenses incurred by the Executive in connection with that
dispute. In addition, the Company will pay the reasonable legal fees and
expenses incurred by the Executive in connection with any tax audit or
proceeding to the extent attributable to the application of Code section 4999
to any payment or benefit provided under this Agreement and including, but not
limited to, auditors’ fees incurred in connection with the audit or proceeding.
Payment of fees and expenses due under this Section will be made to the
Executive within 15 business days after delivery of the Executive’s written
request for payment, accompanied by such evidence of fees and expenses incurred
as the Company reasonably may require. With respect to fees and expenses
incurred in connection with a good faith dispute, the Executive may not submit
a request for payment or reimbursement until the dispute has been



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finally resolved (either by agreement or by an order or judgment that is
not subject to appeal or with respect to which all appeals have been exhausted
or waived).




ARTICLE IV




Termination of Employment




          SECTION 4.01. Notice of Termination. After a Change in Control and
during the term of this Agreement, any purported termination of the Executive’s
employment (other than by reason of death) will be communicated by a written
Notice of Termination from one party to the other party in accordance with
Article VIII. The Notice of Termination will indicate the specific termination
provision in this Agreement relied upon and will set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the cited provision.



          SECTION 4.02. Date of Termination. Except as otherwise provided in
Section 4.01, with respect to any purported termination of the Executive’s
employment after a Change in Control and during the term of this Agreement, the
term “Date of Termination” will have the meaning set forth in this Section. If
the Executive’s employment is terminated for Disability, Date of Termination
means thirty (30) days after Notice of Termination is given, provided that the
Executive does not return to the full-time performance of the Executive’s
duties during that 30 day period. If the Executive’s employment is terminated
for any other reason, Date of Termination means the date specified in the
Notice of Termination, which, in the case of a termination by the Company,
cannot be less than 30 days (except in the case of a termination for Cause)
and, in the case of a termination by the Executive, cannot be less than 15 days
nor more than 60 days from the date on which the Notice of Termination is
given.



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ARTICLE V




No Mitigation




          The Company agrees that, if the Executive’s employment by the Company is
terminated during the term of this Agreement, the Executive is not required to
seek other employment or to attempt in any way to reduce any amounts payable to
the Executive by the Company pursuant to Article III. Further, the amount of
any payment or benefit provided for in Article III (other than Section 3.02(e))
will not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against
any amount claimed to be owed by the Executive to the Company, or otherwise.



ARTICLE VI




The Executive’s Covenants




          SECTION 6.01. Noncompetition Agreement. In consideration for this
Agreement, the Executive will execute, concurrent with the execution of this
Agreement, a noncompetition agreement in the form attached to this Agreement as
Exhibit A.



          SECTION 6.02. Potential Change in Control. The Executive agrees that,
subject to the terms and conditions of this Agreement, in the event of a
Potential Change in Control during the term of this Agreement, the Executive
will remain employed by the Company until the earliest of (a) a date that is
six months from the date of the Potential Change of Control, (b) the date of a
Change in Control, (c) the date on which the Executive terminates employment
for Good Reason (determined by treating the Potential Change in Control as a
Change in Control in applying the definition of Good Reason) or by reason of
death, or (d) the date the Company terminates the Executive’s employment for
any reason.



          SECTION 6.03. General Release. The Executive agrees that,
notwithstanding



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any other provision of this Agreement, the Executive will not be eligible
for any Severance Payments under this Agreement unless the Executive timely
signs, and does not timely revoke, a General Release in substantially the form
attached to this Agreement as Exhibit B. The Executive will be given 21 days
to consider the terms of the General Release. The General Release will not
become effective until seven days following the date the General Release is
executed. If the Executive does not return the executed General Release to the
Company by the end of the 21 day period, that failure will be deemed a refusal
to sign, and the Executive will not be entitled to receive any Severance
Payments under this Agreement. In certain circumstances, the 21 day period to
consider the General Release may be extended to a 45 day period. The Executive
will be advised in writing if the 45 day period is applicable. In the absence
of such notice, the 21 day period applies.




ARTICLE VII




Successors; Binding Agreement




          SECTION 7.01. Obligation of Successors. In addition to any obligations
imposed by law upon any successor to the Company, the Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no succession had occurred. Failure of the Company to obtain such an
assumption and agreement prior to the effectiveness of any such succession will
be a breach of this Agreement and will entitle the Executive to compensation
from the Company in the same amount and on the same terms as the Executive
would be entitled to under this Agreement if the Executive were to terminate
employment for Good Reason after a Change in Control, except



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that, for purposes of implementing the foregoing, the date on which the
succession becomes effective will be deemed the Date of Termination.




          SECTION 7.02. Enforcement Rights of Others. This Agreement will inure to
the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees. If the Executive dies while any amount is still
payable to the Executive under this Agreement, (other than amounts that, by
their terms, terminate upon the Executive’s death), then, unless otherwise
provided in this Agreement, all such amounts will be paid in accordance with
the terms of this Agreement to the executors, personal representatives, or
administrators of the Executive’s estate.



ARTICLE VIII




Notices




          For the purpose of this Agreement, notices and all other communications
provided for in the Agreement will be in writing and will be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to the respective
addresses set forth below, or to such other address as either party may furnish
to the other in writing in accordance with this Article VIII, except that
notice of change of address will be effective only upon actual receipt:



          To the Company:




Zimmer Holdings, Inc.

345 East Main Street

Post Office Box 708

Warsaw, Indiana 46581-0708




To the Executive:




Richard Fritschi



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ARTICLE IX




Miscellaneous




          This Agreement will not be construed as creating an express or implied
contract of employment and, except as otherwise agreed in writing between the
Executive and the Company, the Executive will not have any right to be retained
in the employ of the Company. No provision of this Agreement may be modified,
waived, or discharged unless the waiver, modification, or discharge is agreed
to in writing and signed by the Executive and an officer of the Company
specifically designated by the Board. No waiver by either party at any time of
any breach by the other party of, or compliance with, any condition or
provision of this Agreement to be performed by the other party will be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
other time. Neither party has made any agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter of this
Agreement that are not expressly set forth in this Agreement. The validity,
interpretation, construction, and performance of this Agreement will be
governed by the laws of the State of Indiana. All references to sections of
the Exchange Act or the Code will be deemed also to refer to any successor
provisions to those sections. Any payments provided for under this Agreement
will be paid net of any applicable withholding required under federal, state,
or local law and any additional withholding to which the Executive has agreed.
The obligations of the Company and the Executive under Articles III, IV, and VI
will survive the expiration of the term of this Agreement.



ARTICLE X




Validity




          The invalidity or unenforceability of any provision or this Agreement will
not



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affect the validity or enforceability of any other provision of this
Agreement, which will remain in full force and effect.




ARTICLE XI




Counterparts




          This Agreement may be executed in several counterparts, each of which will
be deemed to be an original but all of which together will constitute one and
the same instrument.



ARTICLE XII




Settlement of Disputes; Arbitration




          All claims by the Executive for benefits under this Agreement must be in
writing and will be directed to and determined by the Board. Any denial by the
Board of a claim for benefits under this Agreement will be delivered to the
Executive in writing and will set forth the specific reasons for the denial and
the specific provisions of this Agreement relied upon. The Board will afford a
reasonable opportunity to the Executive for a review of the decision denying a
claim and will further allow the Executive to appeal to the Board a decision of
the Board within 60 days after notification by the Board that the Executive’s
claim has been denied. Any further dispute or controversy arising under or in
connection with this Agreement will be settled exclusively by arbitration in
Warsaw, Indiana in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator’s award
in any court having jurisdiction. Each party will bear its own expenses in the
arbitration for attorneys’ fees, for its witnesses, and for other expenses of
presenting its case. Other arbitration costs, including arbitrators’ fees,
administrative fees, and fees for records or transcripts, will be borne equally
by the parties. Notwithstanding anything in this Article to the contrary, if
the Executive prevails with respect to any dispute submitted to arbitration
under this Article, the Company will



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reimburse or pay all reasonable legal fees and expenses that the Executive
incurred in connection with that dispute as required by Section 3.05.




ARTICLE XIII




Definitions




          For purposes of this Agreement, the following terms will have the meanings
indicated below:



          (a) “Accounting Firm” means an accounting firm that is designated as one
of the five largest accounting firms in the United States (which may include
the Company’s independent auditors).



          (b) “Award Plan” means the Zimmer Holdings, Inc. Stock Incentive Plan.



          (c) “Base Amount” has the meaning stated in Code section 280G(b)(3).



          (d) “Beneficial Owner” has the meaning stated in Rule 13d-3 under the
Exchange Act.



          (e) “BEP” means the 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.



          (f) “Board” means the Board of Directors of the Company.



          (g) “Cause” for termination by the Company of the Executive’s employment,
after any Change in Control, means (1) the willful and continued failure by the
Executive to substantially perform the Executive’s duties with the Company
(other than any such failure resulting from the Executive’s incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason by the Executive pursuant
to Section 4.01) for a period of at least 30 consecutive days after a written



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demand for substantial performance is delivered to the Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive’s
duties; (2) the Executive willfully engages in conduct that is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise; or (3) the Executive is convicted of, or has entered a plea of no
contest to, a felony. For purposes of clauses (1) and (2) of this definition,
no act, or failure to act, on the Executive’s part will be deemed “willful”
unless it is done, or omitted to be done, by the Executive not in good faith
and without reasonable belief that the Executive’s act, or failure to act, was
in the best interest of the Company.




          (h) A “Change in Control” will be deemed to have occurred if any of the
following events occur:



          (1) any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities beneficially
owned by that Person any securities acquired directly from the Company or its
affiliates) representing 20% or more of the combined voting power of the
Company’s then outstanding securities; or



(2) during any period of two consecutive years (not including any period
prior to the execution of this Agreement), individuals who at the beginning of
the period constitute the Board and any new director (other than a director
designated by a Person who has entered into an agreement with the Company to
effect a transaction described in clause (1), (3) or (4) of this paragraph
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously
approved), cease for any reason to constitute a majority of the Board; or




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(3) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior to the merger or consolidation
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 75% of the
combined voting power of the voting securities of the Company or the
surviving entity outstanding immediately after the merger or
consolidation; or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
Person acquires more than 50% of the combined voting power of the
Company’s then outstanding securities; or




(4) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all the Company’s assets.



Notwithstanding the foregoing, a Change in Control will not include any event,
circumstance, or transaction occurring during the six-month period following a
Potential Change in Control that results from the action of any entity or group
that includes, is affiliated with, or is wholly or partly controlled by the
Executive; provided, further, that such an action will not be taken into
account for this purpose if it occurs within a six-month period following a
Potential Change in Control resulting from the action of any entity or group
that does not include the Executive.




          (i) “COBRA” means the continuation coverage provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.



          (j) “Code” means the Internal Revenue Code of 1986, as amended from time
to



21









 





time, and interpretative rules and regulations.




          (k) “Company” means Zimmer Holdings, Inc., a Delaware corporation, and
any successor to its business and/or assets that assumes and agrees to perform
this Agreement by operation of law, or otherwise (except in determining, under
Section XIII(h), whether or not any Change in Control of the Company has
occurred in connection with the succession).



          (l) “Company Shares” means shares of common stock of the Company or any
equity securities into which those shares have been converted.



          (m) “Date of Termination” has the meaning stated in Section 4.02.



          (n) “Disability” has the meaning stated in the Company’s short-term or
long-term disability plan, as applicable, as in effect immediately prior to a
Change in Control.



          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time, and interpretive rules and regulations.



          (p) “Excise Tax” means any excise tax imposed under Code Section 4999.



          (q) “Executive” means the individual named in the first paragraph of this
Agreement.



          (r) “General Release” has the meaning stated in Section 6.03.



          (s) “Good Reason” for termination by the Executive of the Executive’s
employment means the occurrence (without the Executive’s express written
consent) of any one of the following acts by the Company, or failures by the
Company to act, unless, in the case of any act or failure to act described in
paragraph (1), (4), (5), (6), or (7) below, the act or failure to act is
corrected prior to the Date of Termination specified in the Executive’s Notice
of Termination:



          (1) the assignment to the Executive of any duties inconsistent with
the Executive’s



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status as an executive officer of the Company or a substantial
adverse alteration in the nature or status of the Executive’s
responsibilities from those in effect immediately prior to a Change in
Control;




(2) a reduction by the Company in the Executive’s annual base salary
as in effect on the date of this Agreement or as the same may be
increased from time to time, or the level of the Executive’s entitlement
under the Incentive Plan as in effect on the date of this Agreement or as
the same may be increased from time to time;




(3) the Company’s requiring the Executive to be based more than 50
miles from the Company’s offices at which the Executive is based
immediately prior to a Change in Control (except for required travel on
the Company’s business to an extent substantially consistent with the
Executive’s business travel obligations immediately prior to the Change
in Control), or, in the event the Executive consents to any such
relocation of his offices, the Company’s failure to provide the Executive
with all of the benefits of the Company’s relocation policy as in
operation immediately prior to the Change in Control;


(4) the Company’s failure, without the Executive’s consent, to pay
to the Executive any portion of the Executive’s current compensation
(which means, for purposes of this paragraph (4), the Executive’s annual
base salary as in effect on the date of this Agreement, or as it may be
increased from time to time, and the awards earned pursuant to the
Incentive Plan) or to pay to the Executive any portion of an installment
of deferred compensation under any deferred compensation program of the
Company, within seven days of the date the compensation is due;




     (5) the Company’s failure to continue in effect any compensation
plan in which the Executive participates immediately prior to a Change in
Control, which plan is



23









 





material to the Executive’s total compensation, including, but not
limited to, the Incentive Plan and the Award Plan or any substitute plans
adopted prior to the Change in Control, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made
with respect to that plan, or the Company’s failure to continue the
Executive’s participation in such a plan (or in a substitute or
alternative plan) on a basis not materially less favorable, both in terms
of the amount of benefits provided and the level of the Executive’s
participation relative to other participants, as existed at the time of
the Change in Control;




(6) the Company’s failure to continue to provide the Executive with
benefits substantially similar to those enjoyed by the Executive under
any of the Company’s pension (including, without limitation, the
Company’s Retirement Plan, the BEP, and the Company’s Savings and
Investment Program, including the Company’s Benefit Equalization Plan for
the Savings and Investment Program), life insurance, medical, health and
accident, or disability plans in which the Executive was participating at
the time of the Change in Control; the taking of any action by the
Company that would directly or indirectly materially reduce any of those
benefits or deprive the Executive of any material fringe benefit enjoyed
by the Executive at the time of a Change in Control; or the Company’s
failure to provide the Executive with the number of paid vacation days to
which the Executive is entitled on the basis of years of service with the
Company in accordance with the Company’s normal vacation policy in effect
at the time of the Change in Control; or




(7) any purported termination of the Executive’s employment that is
not effected pursuant to a Notice of Termination satisfying the
requirements of Section 4.01; for purposes of




24









 








     this Agreement, no such purported termination will be effective.



          The Executive’s right to terminate the Executive’s employment for Good
Reason will not be affected by the Executive’s incapacity due to physical or
mental illness. The Executive’s continued employment will not constitute
consent to, or a waiver of rights with respect to, any act or failure to act
that constitutes Good Reason.



          Notwithstanding the foregoing, the occurrence of an event that would
otherwise constitute Good Reason will cease to be an event constituting Good
Reason if the Executive does not timely provide a Notice of Termination to the
Company within 120 days of the date on which the Executive first becomes aware
(or reasonably should have become aware) of the occurrence of that event.



          (t) “Gross-Up Payment” has the meaning stated in Section 3.03.



          (u) “Incentive Plan” means the Company’s Executive Performance Incentive
Plan.



          (v) “Notice of Termination” has the meaning stated in Section 4.01.



          (w) “Options” means options for Shares granted to the Executive under the
Award Plan.



          (x) “Person” has the meaning stated in section 3(a)(9) of the Exchange
Act, as modified and used in sections 13(d) and 14(d) of the Exchange Act;
however, a Person will not include (1) the Company or any of its subsidiaries,
(2) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its subsidiaries, (3) an underwriter temporarily
holding securities pursuant to an offering of those securities, or (4) a
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.



25









 





          (y) “Potential Change in Control” will be deemed to have occurred if any
one of the following events occur:




     (1) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;




     (2) the Company or any Person publicly announces an intention
to take or to consider taking actions that, if consummated, would
constitute a Change in Control;




     (3) any Person who is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
10% or more of the combined voting power of the Company’s then
outstanding securities, increases that Person’s beneficial
ownership of those securities by 5% or more over the percentage so
owned by that Person on the date of this Agreement; or




     (4) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has
occurred.



          (z) “Retirement Date” means the later of (1) the Executive’s normal
retirement date under the Retirement Plan and (2) another date for retirement
by the Executive that has been approved by the Board at any time prior to a
Change in Control.



          (aa) “Retirement Plan” means the Zimmer Holdings, Inc. Retirement Income
Plan.



          (bb) “Savings Plan” means the Zimmer Holdings, Inc. Savings and
Investment Program, which, for purposes of this Agreement, will be deemed to
include the Benefit Equalization Plan of Zimmer Holdings, Inc. and Its
Subsidiary or Affiliated Corporations Participating in the Zimmer Holdings,
Inc. Savings and Investment Program.



26









 





          (cc) “Severance Payments” means the payments described in Section 3.02.



          (dd) “Shares” means shares of the common stock, $0.10 par value, of the
Company.



          (ee) “Total Payments” has the meaning stated in Section 3.03(a).



Date: September 30, 2004




	 	 	 	 	 	 	 
	EXECUTIVE	 	ZIMMER HOLDINGS, INC.
	 
	 	 	 	 	 	 
	


	 	By:
	 	
	 	 
	Richard Fritschi

	 	 	 	David C. Dvorak	 	 
	

	 	 	 	 	 	 
	

	 	 	 	
	 	 
	

	 	 	 	EVP, Corporate Services & Chief

Counsel & Secretary	 	 








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