exv10w1






Exhibit 10.1




Zimmer Holdings, Inc.




2006 STOCK INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

GRANTED TO




AWARD RECIPIENT: [   ]




TARGET NUMBER OF RESTRICTED STOCK UNITS: [   ]




MAXIMUM NUMBER OF RESTRICTED STOCK UNITS: [   ]




AWARD DATE: [   ]




Compensation and Management Development Committee:




Gentlemen:




     You have advised me that I have been granted the above performance-based restricted stock unit
(“RSU”) award subject to the terms, restrictions and conditions set forth in this agreement,
including the provision that receipt of the shares of the stock award is contingent upon my
remaining in the continuous employ of Zimmer Holdings, Inc. or a subsidiary for a period of four
years from the Award Date. I understand that some or all of such RSUs may be forfeited if I leave
the Company prior to that time, and it is expected that I will retain the stock I receive upon the
lapse of the restrictions consistent with the Company’s retention guidelines in effect at the time
the restrictions lapse.



     My signature below indicates my agreement to all the terms, restrictions and conditions herein
set forth.



	 	 	 
	 
	 	 
	Date
	 	Signature






ZIMMER HOLDINGS, INC.

2006 STOCK INCENTIVE PLAN

PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD




     1. RSU AWARD



     Under the terms of the Zimmer Holdings, Inc. 2006 Stock Incentive Plan (the “Plan”), the
Compensation and Management Development Committee of the Board of Directors of Zimmer Holdings,
Inc. (the “Committee”) has granted to the Award Recipient on the Award Date an award of RSUs over
Zimmer Holdings, Inc. Common Stock, par value $0.01 per share (“Common Stock”), as designated
herein subject to the terms, conditions, and restrictions set forth in this agreement (this “RSU
Award”). The purposes of such RSU Award are to motivate and retain the Award Recipient as an
employee of Zimmer Holdings, Inc. (the “Company”) or a subsidiary of the Company, to encourage the
Award Recipient to continue to give best efforts for the Company’s future success, and to further
the opportunity for stock ownership by the Award Recipient in order to increase the Award
Recipient’s proprietary interest in the Company. Each RSU represents an unfunded, unsecured
promise by the Company to deliver one share of Common Stock, subject to certain performance-based
and time-based vesting requirements and the other restrictions, terms and conditions contained in
this agreement. Except as may be required by law, the Award Recipient is not required to make any
payment (other than payments for taxes pursuant to Section 7 hereof) or provide any consideration
other than the rendering of future services to the Company or a subsidiary of the Company.



 









 





     2. GENERAL



     (a) No RSUs shall be earned unless and until the Committee shall have determined the extent to
which the performance criteria set forth in Annex A hereto have been met with respect to fiscal
year 2009.



     (b) Notwithstanding anything to the contrary herein, the number of shares of Common Stock that
may be issued in settlement of this RSU Award shall be limited to the maximum number of shares of
Common Stock that would not exceed the individual participant limitation contained in Section 3(b)
of the Plan.



     (c) The grant of RSUs does not entitle the Award Recipient to any rights of a shareholder of
Common Stock, including dividends or voting rights. The rights of the Award Recipient with respect
to an RSU shall remain forfeitable at all times prior to the lapse of the Restriction Period for
that RSU, as defined in Section 4 below.



     (d) Neither the RSUs nor any interest therein may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, and
any such purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be
void and unenforceable against the Company.



     3. PERFORMANCE AND TIME-BASED VESTING



     Except as otherwise provided in this Section 3 and Section 4 below, an RSU granted in this RSU
Award shall be subject to the restrictions and conditions set forth herein during the period from
the Award Date until such RSU becomes vested and nonforfeitable (the “Restriction Period”).



     (a) As soon as practicable following the availability of audited results of the Company for
fiscal year 2009 (the “Performance Period”), the Committee shall determine whether and the extent
to which the performance criteria in Annex A have been satisfied and the number of RSUs earned (the
“Earned RSUs”). The date on which the Committee makes its determination is hereinafter referred to
as the “Determination Date”.



     (b) Except as otherwise set forth in Section 4 below, one third of the Earned RSUs granted in
this RSU Award shall become vested and nonforfeitable on the second anniversary of the Award Date
provided the Award Recipient has been continuously employed by the Company or a subsidiary of the
Company since the Award Date; an additional third of the Earned RSUs granted in this RSU Award
shall become vested and nonforfeitable on the third anniversary of the Award Date provided the
Award Recipient has been continuously employed by the Company or a subsidiary of the Company since
the Award Date; and the final third of the Earned RSUs granted in this RSU Award shall become
vested and nonforfeitable on the fourth anniversary of the Award Date provided the Award Recipient
has been continuously employed by the Company or a subsidiary of the Company since the Award Date.



     4. RESTRICTIONS AND FORFEITURES



     (a) Except as set forth below, if the Award Recipient terminates employment with the Company
or a subsidiary for any reason other than retirement, death or disability before all of the Earned
RSUs have become vested, the Earned RSUs that are not already vested as of the termination date
shall be forfeited. If after the Award Recipient has been continuously employed through the
Determination Date, the Award Recipient terminates employment with the Company or a subsidiary on
account of retirement, death or disability, the restrictions with respect to all unvested Earned
RSUs granted in this RSU Award shall be waived and the Earned RSUs will be deemed fully vested. In
the event of the termination of an Award Recipient’s employment by the Company, other than for
cause, retirement, death or disability, after the Award Recipient has been continuously employed
through the Determination Date, a pro rata portion of the Earned RSUs granted in this RSU Award
shall be deemed vested as shown in Annex B to this agreement. Such pro rata portion shall include
the portion, if any, of this RSU Award already vested under the terms of this agreement.
“Retirement” shall mean the Award Recipient’s termination of employment with the Company or a
subsidiary on or after (i) the Award Recipient’s 65th birthday, (ii) the Award Recipient’s 55th
birthday after having completed 10 years of service with the Company or any of its subsidiaries, or
(iii) the date the sum of the Award Recipient’s age plus years of service, when rounded up to the
next highest number, equals at least 70 and the Award Recipient has completed ten years of service
with the Company or any of its subsidiaries and the Award Recipient’s employment terminates for any
reason other than death, disability, resignation, willful misconduct, or activity deemed
detrimental to the interest of the Company and, where applicable, the Award Recipient has executed
a general release and/or a covenant not to solicit as required by the Company. “Disability” shall
mean qualifying and receiving payments under a disability pay plan of the Company. “Cause” shall
mean termination by the Company of the Award Recipient’s employment upon the willful and continued
failure by the Award Recipient to substantially perform the Award Recipient’s duties with the
Company (other than any such a failure resulting from the Award Recipient’s incapacity due to
physical or mental illness) for a period of at least 30 days after a written demand for substantial
performance is delivered to the Award Recipient, which demand specifically identifies



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the manner in which the Award Recipient has not substantially performed the Award Recipient’s
duties, or the willful engaging by the Award Recipient in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or otherwise. No act, or
failure to act, on the Award Recipient’s part shall be deemed willful unless done, or omitted to be
done, by the Award Recipient not in good faith and without reasonable belief that the Award
Recipient’s act, or failure to act, was in the best interest of the Company. In the event of
special circumstances as determined by the Committee, the Committee may, in its sole discretion
where it finds that a waiver would be in the best interests of the Company, waive any restrictions
then remaining with respect to all or part of this RSU Award and accelerate the vesting with regard
to such RSU Award or part thereof. For the purposes of this RSU Award, service with Bristol-Myers
Squibb Company and its subsidiaries and affiliates (collectively, “Bristol-Myers Squibb”) before
the effective date of the Plan shall be included as service with the Company; provided that the
Award Recipient was employed by Bristol-Myers Squibb on August 5, 2001 and has been continuously
employed by the Company or a subsidiary of the Company since August 6, 2001.



     (b) In the event that the Award Recipient fails promptly to pay or make satisfactory
arrangements as to the Withholding Tax Obligation as provided in Section 7, all unvested Earned
RSUs shall be forfeited by the Award Recipient.



     (c) (i) A transfer of an Award Recipient’s employment from the Company to a subsidiary, or
vice versa, or from one subsidiary to another, (ii) a leave of absence, duly authorized in writing
by the Company, for military service or sickness or for any other purpose approved by the Company
if the period of such leave does not exceed ninety (90) days, and (iii) a leave of absence in
excess of ninety (90) days, duly authorized in writing, by the Company, provided the Award
Recipient’s right to reemployment is guaranteed either by a statute or by contract, shall not be
deemed a termination of employment. However, failure of the Award Recipient to return to the
employ of the Company at the end of an approved leave of absence shall be deemed a termination.
During a leave of absence as defined in (ii) or (iii), the Award Recipient will be considered to
have been continuously employed by the Company.



     (d) The Award Recipient may, at any time prior to the expiration of the Performance Period or
the Restriction Period, waive all rights with respect to earning all or some of the RSUs covered by
this RSU Award by delivering to the Company a written notice of such waiver.



     (e) (i) The Award Recipient agrees that, during the Performance Period and the Restriction
Period and for the Non-Competition Period set forth below, except with the prior written consent of
the Company, the Award Recipient shall not in any way, directly or indirectly, own, manage,
operate, control, accept employment or a consulting position with or otherwise advise or assist or
be actively connected with or have any financial interest in, directly or indirectly, any
enterprise which engages in, or otherwise carries on, any business activity in competition with the
business of the Company in any geographic area (including, without limitation, the United States
and each county in the State of California in which the Company from time to time sells or offers
its products for sale) in which it engages in such business. The Award Recipient recognizes that
the Company’s business is worldwide in scope in that it directly advertises and solicits business
from customers wherever they may be found. Wherever “Company” is used in this sub-section (e), it
shall include all subsidiaries and affiliates of the Company. The Award Recipient further agrees
that during the periods referenced above the Award Recipient shall not take any action which might
divert from the Company or any of its affiliates, successors or assigns any opportunity which would
be within the scope of its or their respective present or future operations or business. It is
understood that ownership of not more than one percent (1%) of the equity securities of a public
company shall in no way be prohibited pursuant to the foregoing provisions.



          (ii) For purposes of this sub-section (e), the Non-Competition Period shall be a period of
one year commencing on the date of the Award Recipient’s termination of employment for any reason.




     5. ISSUANCE OF SHARES



     The stock certificate(s), if any, evidencing the shares issued upon vesting of Earned RSUs
shall be registered on the Company’s books in the name of the Award Recipient within 60 days after
the lapse of the Restriction Period for those Earned RSUs.



     The Company shall not be required to issue or deliver any certificate or certificates for
shares of its Common Stock upon the end of the Restriction Period 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, or (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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     6. DEATH OF AWARD RECIPIENT



     In the event of the Award Recipient’s death prior to the delivery of shares issuable pursuant
to vested Earned RSUs, such shares shall be delivered to the Award Recipient’s estate, upon
presentation to the Committee of letters testamentary or other documentation satisfactory to the
Committee.



     7. TAXES



     At such time as the Company is required to withhold taxes with respect to this RSU Award, or
at an earlier date as determined by the Company, the Award Recipient shall make remittance to the
Company of an amount sufficient to cover the Company’s withholding obligation, if any, with respect
to federal, state or local income or FICA or earnings tax or any other applicable tax assessment
(plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred
with respect to such RSU Award (the “Withholding Tax Obligation”). The Company and its
subsidiaries shall, to the extent permitted by law, have the right to deduct such Withholding Tax
Obligation from any payment or distribution of any kind otherwise payable or distributable to the
Award Recipient, including Common Stock subject to this RSU Award; provided, in the case of Common
Stock, that the market value of the shares withheld may not exceed the Company’s minimum required
Withholding Tax Obligation with respect to this RSU Award.



     8. CHANGES IN CAPITALIZATION



     If prior to the expiration of the Restriction Period changes occur in the outstanding Common
Stock by reason of stock dividends, recapitalization, mergers, consolidations, stock splits,
combinations or exchanges of shares and the like, the number and class of shares subject to this
RSU Award shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. If as a result of any adjustment under this paragraph any Award Recipient should
become entitled to a fractional share of stock, the Award Recipient shall have the right only to
the adjusted number of full shares and no payment or other adjustment will be made with respect to
the fractional share so disregarded.



     9. NOTICE



     Until the Award Recipient is advised otherwise by the Committee, all notices and other
correspondence with respect to this RSU Award will be effective upon receipt at the following
address:




Compensation and Management Development Committee of the Board of Directors of Zimmer
Holdings, Inc.


Zimmer Holdings, Inc.

345 East Main Street

Post Office Box 708

Warsaw, Indiana 46581-0708




     10. NO ADDITIONAL RIGHTS



     Except as explicitly provided in this agreement, this agreement will not confer any rights
upon the Award Recipient, including any right with respect to continuation of employment by the
Company or any of its subsidiaries or any right to future awards under the Plan. In no event shall
the value, at any time, of this agreement, the Common Stock covered by this agreement or any other
benefit provided under this agreement be included as compensation or earnings for purposes of any
other compensation, retirement, or benefit plan offered to employees of the Company or its
subsidiaries unless otherwise specifically provided for in such plan.



     11. BREACH OF RESTRICTIVE COVENANTS



     The Award Recipient understands and agrees that if he or she violates the covenant not to
compete contained in Section 4(e) of this agreement or any other restrictive covenant in favor of
the Company that he or she is a party to, the Committee may require the Award Recipient to forfeit
his or her right to any unvested portion of the RSU Award and, to the extent that any portion of
the RSU Award has previously vested, the Committee may require the Award Recipient to return to the
Company the shares covered by the RSU Award or any cash proceeds received by the Award Recipient
upon the sale of such shares.



     12. CONSENT TO ELECTRONIC DELIVERY



     The Company may, in its sole discretion, decide to deliver any documents related to the RSU
Award granted under and participation in the Plan or future stock awards that may be granted under
the Plan by electronic means or to request the Award



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Recipient’s consent to participate in the Plan by electronic means. The Award Recipient
hereby consents to receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.



     13. CODE SECTION 409A COMPLIANCE



     To the extent applicable, it is intended that the Plan and this agreement comply with the
requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
and any related regulations or other guidance promulgated with respect to such Section by the U.S.
Department of the Treasury or the Internal Revenue Service. The RSUs granted in this RSU Award are
intended to be short-term deferrals exempt from Code Section 409A, but in the event that any
portion of this RSU Award constitutes deferred compensation within the meaning of Code Section
409A, then the issuance of Common Stock covered by an RSU award shall conform to the Code Section
409A standards, including, without limitation, the requirement that no payment on account of
separation from service will be made to any specified employee (within the meaning of Code Section
409A) until six months after the separation from service occurs, and the requirement that no
payment will be made on account of any disability condition unless that condition constitutes a
disability within the meaning of Code Section 409A. Any provision of the Plan or this agreement
that would cause this RSU Award to fail to satisfy any applicable requirement of Code Section 409A
shall have no force or effect until amended to comply with Code Section 409A, which amendment may
be retroactive to the extent permitted by Code Section 409A.



     14. CONSTRUCTION AND INTERPRETATION



     The Board of Directors of the Company (the “Board”) and the Committee shall have full
authority and discretion, subject only to the express terms of the Plan, to decide all matters
relating to the administration and interpretation of the Plan and this agreement and all such Board
and Committee determinations shall be final, conclusive, and binding upon the Award Recipient and
all interested parties. The terms and conditions set forth in this agreement are subject in all
respects to the terms and conditions of the Plan, as amended from time to time, which shall be
controlling. This agreement contains the entire understanding of the parties and may not be
modified or amended except in writing duly signed by the parties. The waiver of, or failure to
enforce, any provision of this agreement or the Plan by the Company will not constitute a waiver by
the Company of the same provision or right at any other time or a waiver of any other provision or
right. The various provisions of this agreement are severable and any determination of invalidity
or unenforceability of any provision shall have no effect on the remaining provisions. This
agreement will be binding upon and inure to the benefit of the successors, assigns, and heirs of
the respective parties. The validity and construction of this agreement shall be governed by the
laws of the State of Indiana.



     15. SEVERABILITY



     In the event any provision of this agreement shall be held illegal or invalid for any reason,
the illegality or invalidity shall not affect the remaining provisions of this agreement, and this
agreement shall be construed and enforced as if such illegal or invalid provision had not been
included.



	 	 	 	 	 
	 	ZIMMER HOLDINGS, INC.

 	 
	 	By:  	Chad F. Phipps
 	 
	 	 	Senior Vice President, 	 
	 	 	General Counsel and Secretary 	 



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ANNEX A




PERFORMANCE CRITERIA





     The number of RSUs that may be earned with respect to the RSU Award shall be determined based
upon the Company’s adjusted earnings per share for the Performance Period. The number of Earned
RSUs expressed as a percentage of the maximum number of RSUs shall be determined by reference to
the following payout matrix:



	 	 	 	 	 
	Actual Performance as a Percentage of	 	Adjusted Earnings Per Share**	 	 
	Targeted Performance *	 	for the Performance Period	 	Percentage of Maximum Award Earned*
	 Less than 85%
	 	Less than $[   ]
	 	  None
	  Minimum 85%
	 	                  $[   ]
	 	38.46%
	     Target 100%
	 	                  $[   ]
	 	76.92%
	Maximum 109%
	 	                  $[   ]
	 	100.00%








 




			
	*	 	Linear interpolations between specified percentages.
	 
	**	 	Adjusted earnings per share means earnings per diluted share excluding settlement,
acquisition, integration and any other non-recurring items, excluded in the computation of
adjusted earnings per share which have been approved by the Committee and disclosed from time
to time in the Company’s quarterly or annual earnings releases.






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ANNEX B




	 	 	 
	Months Completed After Award Date	 	Percent of Earned RSUs Vested
	12
	 	0.000%
	13
	 	2.778%
	14
	 	5.556%
	15
	 	8.333%
	16
	 	11.111%
	17
	 	13.889%
	18
	 	16.667%
	19
	 	19.444%
	20
	 	22.222%
	21
	 	25.000%
	22
	 	27.778%
	23
	 	30.556%
	24
	 	33.333%
	25
	 	36.111%
	26
	 	38.889%
	27
	 	41.667%
	28
	 	44.444%
	29
	 	47.222%
	30
	 	50.000%
	31
	 	52.778%
	32
	 	55.556%
	33
	 	58.333%
	34
	 	61.111%
	35
	 	63.889%
	36
	 	66.667%
	37
	 	69.444%
	38
	 	72.222%
	39
	 	75.000%
	40
	 	77.778%
	41
	 	80.556%
	42
	 	83.333%
	43
	 	86.111%
	44
	 	88.889%
	45
	 	91.667%
	46
	 	94.444%
	47
	 	97.222%
	48
	 	100.000%  







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