exv10w31



 



		
	ZIMMER HOLDINGS, INC. AND SUBSIDIARIES	2004 FORM 10-K





 








		
	Summary Sheet of 2005 Compensation	Exhibit 10.31




 





 Director Compensation



    
Non-employee directors of the Company receive an annual retainer
of $50,000 and an additional fee of $1,500 for attending each
Board meeting and each board committee meeting not held on the
same day as a Board meeting. Each non-employee director also
receives 500 deferred share units at each Annual Meeting of
Shareholders and committee chairs receive an annual fee of
$5,000. At the end of each calendar quarter, non-employee
directors are paid one-fourth of their annual retainers and
committee chair annual fees and fees for attending Board and
committee meetings held during the quarter. The Company also
provides non-employee directors with travel accident insurance
when on Company business. Pursuant to the Company’s 2001
Deferred Compensation Plan for Non-Employee Directors, the
Company requires that 50% of a director’s annual retainer
be deferred and credited to a deferred compensation account in
the form of deferred share units, the value of which account is
determined by the value of the Company’s common stock,
until the director owns a total of 5,000 shares of Company
common stock and/or deferred share units. A copy of the 2001
Deferred Compensation Plan for Non-Employee Directors is filed
as Exhibit 10.7 to the Company’s Current Report on
Form 8-K dated August 6, 2001.



    
Non-employee directors are also entitled to receive stock
options, restricted stock and restricted stock units pursuant to
the Company’s Stock Plan for Non-Employee Directors. The
terms and conditions of these grants are set forth in the Stock
Plan for Non-Employee Directors, filed as Exhibit 10.6 to
the Company’s Current Report on Form 8-K dated
August 6, 2001.



    
The Company reimburses or pays the reasonable travel, lodging
and meal expenses incurred by non-employee directors when
traveling on Company business.




Named Executive Officers



    
The executive officers of the Company serve at the discretion of
the Board of Directors. From time to time, the Compensation and
Management Development Committee of the Board of Directors
reviews and determines the salaries that are paid to the
Company’s executive officers. The following are the current
base salaries for the Company’s Chief Executive Officer and
three of the four other  most highly compensated executive officers (the
“Named Executive Officers”) identified in the definitive
proxy statement dated March 22, 2004. Bruce E. Peterson, former Chairman, Zimmer Americas, who was one of the
Named Executive Officers listed in the 2004 proxy statement, retired
in January 2005.






	 	 	 	 	 
	
    
    J. Raymond Elliott, Chairman, President and Chief Executive
    Officer

    	 	$	725,000	 
	
    
    Sam R. Leno, Executive Vice President, Corporate Finance and
    Operations and Chief Financial Officer

    	 	$	494,400	 
	
    
    Bruno A. Melzi, Chairman, Zimmer International

    	 	€	360,000	 
	
    
    David C. Dvorak, Executive Vice President, Corporate Services,
    Chief Counsel and Secretary

    	 	$	350,000	 




    
Each of the Named Executive Officers is also eligible to receive
an annual cash incentive award under the Company’s Executive
Performance Incentive Plan (the “Incentive Plan”) and
to receive awards under the Company’s 2001 Stock Incentive
Plan (the “Stock Plan”). A copy of the Incentive Plan
is filed as Exhibit 10.6 to the Company’s Annual
Report on Form 10-K for the year ended December 31,
2003. A copy of the Stock Plan is filed as Appendix B to
the Company’s definitive proxy statement on
Schedule 14A dated March 24, 2003. The performance
criteria for the 2005 annual incentive awards are disclosed in
the Company’s Current Report on Form 8-K dated
January 18, 2005. Each of the Named Executive Officers is also eligible to receive cash incentive awards with respect
to performance during each of 2004, 2005 and 2006 under the Company’s Supplemental Performance
Incentive Plan (the “Supplemental Plan”). A copy of the Supplemental Plan is filed as Exhibit 10.3
to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.



    
The Named Executive Officers are also eligible to participate in other employee benefit plans
and arrangements as described in the Company’s proxy statements, including a defined benefit
pension plan, a supplemental pension plan, a savings and investment (401(k)) plan and a
supplemental savings and investment plan. Each of the Named Executive Officers has also entered
into a change in control agreement with the Company that provides certain severance benefits
following a change in control of the Company and termination of his employment.





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