exv10w3



 





EXHIBIT 10.3




Employment
Contract




between




Richard Fritschi




born April 3, 1960




from




Zurich




and




Zimmer GmbH in 8404 Winterthur





	1.	 	This Employment Contract shall be effective as of April 1, 2004. Under
this agreement, Richard Fritschi (“Employee”) will continue to provide
services as President Zimmer Europe & Australasia, Management Level Z04.
In this function, Employee will jointly report to the Chairman & CEO of
Zimmer for the Australasian business and to the Chairman International for
the European business.
	 
	 	 	The position is based in Winterthur, Switzerland.
	 
	2.	 	This Agreement shall be valid for an indefinite period of time. The
employment may be terminated in writing by either party with a notice
period of six (6) months from the end of the month in which the notice is
given; provided, however, that in the event of “Termination for Cause” (as
defined below), Zimmer shall not be required to provide six (6) months’
notice. This term of notice deviates from the Contractual Employment
Conditions Zimmer. (Arbeitsvertragliche Bestimmungen Zimmer, AVB)
	 
	 	 	“Termination for Cause” means if Employee: (a) is convicted of or pleads
guilty or nolo contendere to any felony or to any crime or offense causing
substantial harm to Zimmer or any of its affiliates (whether or not for
personal gain) or involving acts of theft, fraud, embezzlement, moral
turpitude or similar conduct; (b) is grossly negligent or exercises willful
misconduct in the performance of the duties of Employee; (c) fails or
refuses to comply with policies or directives of the President, Chairman,
CEO, or Board of Directors which are consistent with the nature of
Employee’s duties hereunder and the provisions of this Agreement; (d)
materially breaches any obligation of Employee set forth in this Agreement
or in any other agreement between Employee and Zimmer; or (e) commits any
act or omission which reflects adversely on Zimmer. In the event of
Termination for Cause, (i) Zimmer shall not have any further liability or
obligation to Employee other than any unpaid base salary, to the extent
already earned or accrued as of his termination date, minus any liabilities
that Employee may have to Zimmer; (ii) Employee shall not be entitled to
receive any incentive compensation or bonus for that year or any portion of
that year during which the Termination for Cause occurs; and (iii) all
previously granted stock options will terminate and not be exercisable.




 









 











Name   Richard Fritschi




Page   2





	3.	 	The attached Zimmer Confidentiality, Non-Competition and
Non-Solicitation Employment Agreement (‘Non-compete Agreement’) forms an
integral part of this contract.
	 
	4.	 	The annual base salary amounts to CHF 448’896.— gross. It will be paid
in twelve monthly installments and is subject to all mandatory deductions.
Payment will be made by bank transfer at the end of each month.
	 
	5.	 	Covering a Z04 position, Employee will be enrolled within the Zimmer
Management Incentive Plan scheme in effect at the time. For 100%
achievement of budgeted targets, a normal bonus payment of 50% of base
salary will be payable according to the payout scale in operation at the
time. Except as otherwise determined by Zimmer policies in effect from
time to time, this payment will be made in two parts, an interim payment
of 80% of projected bonus payable in December if company results are on
target and with a balancing adjustment in February the following year.
	 
	6.	 	In case of termination of the employment agreement (other than
Termination for Cause), the bonus payment is due pro rata temporis.
Furthermore, except in the event of Termination for Cause, Employee is
entitled to all contractual pension, insurance and benefits contributions
for the duration of the termination period.
	 
	7.	 	Employee will be eligible to be considered for participation in the
Zimmer Incentive Stock Option Plan in effect at the time. Selection to
receive a grant is made year to year by the CEO and Compensation and
Management Development Committee of Zimmer.
	 
	8.	 	Employee’s working hours result from the requirements of his function,
and he will not be eligible to be paid overtime. To compensate him for
overtime he will be entitled to 5 additional vacation days per calendar
year.
	 
	9.	 	For pension purposes, Employee will be covered under the terms and
conditions of the following two schemes: “Sulzer Vorsorgeeinrichtung
(SVE)” and “Johann Jakob Sulzer Stiftung (JJS)”.
	 
	10.	 	Employee is covered under the Zimmer Directors and Officers Insurance
(D&O).
	 
	11.	 	The following documents build an integral part of this employment
contract, if not otherwise specified in this contract:






	•	 	Contractual Employment Conditions Zimmer (Arbeitsvertragliche
Bestimmungen Zimmer, AVB)
	 
	•	 	Zimmer Confidentiality, Non-Competition and Non-Solicitation Employment Agreement




 









 











Name   Richard Fritschi




Page   3





	•	 	Terms and conditions of the “Sulzer Vorsorgeeinrichtung (SVE)”
	 
	•	 	Terms and conditions of the “Johann Jakob Sulzer Stiftung (JJS)”






Employee confirms receipt of the before mentioned documents and his agreement
with the contents.




Any existing employment agreement in place will be replaced by this new
employment contract and the documents referenced above.




This agreement and its annexes shall be governed by and are construed in
accordance with the laws of Switzerland. All disputes arising out of or in
connection with this agreement and its annexes shall be submitted to the
exclusive jurisdiction of the courts of Winterthur.



Winterthur, September 30, 2004




Zimmer GmbH




	 	 	 
	J. Raymond Elliott

	 	Heidi K. Jauch
	Chairman, President & CEO of Zimmer, Inc.

	 	Legal Counsel







	 	 	 	 
	Date:

	 	
 	 
	Employee:

	 	
 	 
	 

	 	Richard Fritschi