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Exhibit 4.3    
  


 
  Centerpulse
  2003 Employee Stock Purchase Plan United States and Canada    
  


The
Centerpulse 2003 Employee Stock Purchase Plan ("Plan") is a stock purchase plan which provides employees of any subsidiary ("Subsidiary") of Centerpulse Ltd. ("Company") in the United
States and Canada with an opportunity to purchase an equity interest in the Company through purchase of American Depositary Shares ("Shares") so as to develop a stronger incentive to work for the
continued success of the Company or its Subsidiary. 


 
 

ARTICLE 1
  Definitions    
  


The
following terms shall have the meaning described below when used in the Plan: 



	"ADS":	 	shall mean an American Depositary Share (?ADS?) registered in the USA representing one-tenth of a share of the Company with a nominal value of Swiss Francs 30 per share.
	

"Base Salary":	
 	

shall mean the base rate of compensation during the Plan Year, as adjusted for salary increases during the Plan Year, and shall not include overtime, bonuses and other incentives, or reimbursements of expenses and allowances.
	

"Company":	
 	

shall mean Sulzer Medica Ltd. or any successor in ownership of all or substantially all of its assets.
	

"Compensation

Committee"	
 	

shall mean the Committee consisting of Board Members empowered by the Company to make decision regarding compensation issues.
	

"Employer":	
 	

shall mean a Subsidiary of the Company in the United States or Canada, that has adopted the Plan.
	

"Exercise

Date":	
 	

shall mean the last business day of the applicable Offering Period or a date that occurs as soon as administratively possible thereafter on which purchases of Shares may be made without exceeding any trading volume or materially affecting the price
of Shares.
	

"Fair Market

Value":	
 	

shall mean the closing price of the ADS in US Dollars on the New York Stock Exchange on the applicable Exercise Date.
	

"Notice":	
 	

shall mean the notice that needs to be given when an eligible employee wants to participate in the Plan.
	

"Offering

Period":	
 	

shall mean the applicable calendar quarter.
	

"Participant":	
 	

shall mean an eligible employee who has elected to participate in the Plan.
	

"Purchase

Price":	
 	

shall mean the price at which ADSs may be acquired on the Exercise Date.
	

"Purchase

Rights":	
 	

shall mean a Participant's rights to purchase shares under the Plan during an Offering Period.
	

"Shares":	
 	

shall mean registered ADSs of Centerpulse Ltd.
	
 	
 	

 






 

	

"Subscription

Date":	
 	

shall mean the date that an eligible employee may enroll in the Plan.
	

"Subsidiary":	
 	

shall mean any US or Canadian corporation owned, in whole by the Company, or in which the Company, directly or indirectly, has a controlling interest of more than 50% voting rights and capital.




 
 

ARTICLE 2
  Dedicated Shares    
  


The
maximum number of ADSs that may be purchased under the Plan is 250,000 ADS. 


 
 

ARTICLE 3
  Approval    
  


The
Plan will not be effective unless the Compensation Committee of the Board of Directors of the Company approves the Plan. 


 
 

ARTICLE 4
  Administration    
  


The
Compensation Committee will appoint an Administrator to administer the Plan. 


 
 

ARTICLE 5
  Eligibility    
  


All
persons employed by the Employer on the first day of the applicable Offering Period are eligible to participate in the Plan during such Offering Period, excluding employees who are customarily
employed for 20 hours or less a week or for not more than 5 months a 


 
 

ARTICLE 6
  Participation in the Plan    
  


Participation
in the Plan is voluntary. An eligible employee participates by delivering to his/her Employer not later than the Subscription Date a Notice indicating his/her decision to participate in
the Plan and authorizing a payroll deduction from his/her Base Salary. The Company may, from time to time, change the Subscription Date as deemed advisable by the Company in its sole discretion for
proper administration of the Plan. 


Participation
in the Plan is elective for each subsequent Offering Period through procedures determined by the Administrator. After the initial subscription, participation will continue until the
Participant cancels participation as detailed in Article 9, Withdrawal. 


 
 

ARTICLE 7
  Purchase Price    
  


The
purchase price at which ADSs may be acquired on the Exercise Date shall be the Fair Market Value of the ADSs on the Exercise Date. 


 
 

ARTICLE 8
  Payment of Purchase Price    
  


Payment
of the Purchase Price by the Participant shall be made only by means of payroll deductions during the Offering Period. 


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	a)
	Payroll Deduction



Payroll
deductions shall commence on the first pay period following the first day of the applicable Offering Period and shall continue until the Participant terminates his/her deductions. The Employer
will maintain a ledger that will evidence each Participant's payroll deductions to date ("Payroll Deduction Account"). 



	b)
	Limitations on Payroll Deduction



The
amount of deductions shall be at least two percent (2%) but shall not exceed ten percent (10%) of the Base Salary for the respective Offering Period. Amounts shall be deducted in whole percentages
only. 



	c)
	Election to Increase / Decrease Payroll Deductions



A
Participant may elect to increase or decrease the deduction at the beginning of any Offering Period. The new payroll deduction shall not be below 2% unless the Participant elects to stop payroll
deductions entirely. The reduction or cessation will be effective beginning with the first pay period following the start of the succeeding Offering Period if the Participant files the amended Notice
at least 10 days before the Offering Period begins. 



	d)
	Interest



No
interest will be credited on any payroll deduction. 



	e)
	Employer Matching Contributions



The
Employer shall maintain a ledger that will evidence the amount of Employer Matching Contributions for an Offering Period ("Employer Matching Account"). Each Offering Period a Participant's
Employer shall credit to the Participant's Employer Matching Account an amount equal to 15% of the Participant's payroll deductions for the Offering Period, reduced as necessary to satisfy the
Employer's tax withholding obligations relating to the Participant's benefits under the Plan. 



	f)
	Offering and Exercise of Purchase Rights



The
number of ADSs for which a Participant is offered Purchase Rights during the Offering Period is determined by dividing the Participant's Payroll Deduction Account (as of the Exercise Date) by the
Purchase Price. 


On
the Exercise Date, each Participant's Purchase Rights will be exercised. On that day the monetary amount credited to each Participant's Payroll Deduction Account and Employer Matching Account will
be used to purchase the maximum number of whole ADSs that can be purchased. Only funds accumulated by the Participant through payroll deductions and Employer Matching Contributions during the Offering
Period can be used to buy ADSs under the Plan. Upon exercise the ADSs purchased will be issued and delivered to the Participant's share account together with any funds remaining in the Participant's
Payroll Deduction Account and Employer Matching Account after the exercise of the Purchase Rights. 



Payroll
deductions in Canadian Dollars will be converted into US Dollars at the Exchange Rate quoted by the Bank of Canada on the Exercise Date. 



	g)
	Withholding for Taxes



A
Participant's Employer May withhold from the Participant's compensation the amount necessary for the Employer to meet applicable tax withholding obligations. 



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ARTICLE 9
  Withdrawals    
  


A
Participant may withdraw from the Plan by signing a written notice of withdrawal on a form provided by the Employer for such purpose and delivering such notice to the Employer. The withdrawal will
become effective for a specific Offering Period if delivered to the Employer at least 10 days before the Offering Period begins. A Participant may again participate in the Plan upon enrolling
at the beginning of any subsequent Offering Period. The Employer may impose, from time to time, a requirement that the notice of withdrawal be on file with the Employer for a reasonable period prior
to the effectiveness of the Participant's withdrawal from a given Plan Year. 


 
 

ARTICLE 10
  Termination of Employment, Retirement,
  Death or Disability    
  


Termination
of a Participant's employment with the Employer for any reason other than death, retirement for age, or disability, including the failure of a Participant to remain an employee eligible to
participate in the Plan, earlier than 10 days prior to the Exercise Date shall immediately terminate the Participant's participation in the Plan and the Participant's Purchase Rights for the
Plan Year will lapse. Any amount deducted will be returned to the Participant. 


If
a Participant retires for age or disability, or if the Participant's employment with the Company is being terminated in the course of a restructuring or because the Participant's position is
transferred to a distributor or another partner company, the Exercise Date will be moved to the last day of the last payroll period prior to the Participant's retirement or termination. Any funds
remaining after the Exercise of the Purchase Rights will be returned to the Participant. If a Participant dies before the Exercise Date, the Participant's Purchase Rights will lapse, and the
Participant's Payroll Deductions, if any, will be returned to the Participant's estate. If a Participant dies after the Exercise Date, the Shares will be delivered to the named joint tenant, or if
none, to the Participant's estate together with any remaining funds. 


No
interest shall be paid on sums returned to a Participant or his/her estate pursuant to this Article 11. 


 
 

ARTICLE 11
  Adjustments Upon Dissolution, Liquidation,
  Merger or Asset Sale    
  


	a)
	Dissolution or Liquidation



In
the event of the proposed dissolution or liquidation of the Employer, the Plan shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the
Compensation Committee of the Board of Directors of the Company. 



	b)
	Merger or Asset Sale



In
the event of a proposed sale of all or substantially all of the assets of the Employer, or the merger of the Employer with or into another corporation, the Plan then in progress shall be shortened
to a date before the date of the proposed sale or merger. The Compensation Committee of the Board of Directors of the Company and the companies at issue shall notify each Participant concerned in
writing of the termination date. 



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ARTICLE 12
  Equal Rights    
  


All
Participants shall have the same rights and privileges except that the number of Shares purchased bears a uniform relationship to each Participant's Payroll Deduction Account as per
Article 8 for the Offering Period. 


 
 

ARTICLE 13
  Plan Term    
  


This
Plan is effective January 1, 2003 and is intended to be an ongoing plan but can be amended or terminated by the Compensation Committee of the Board of Directors of the Company.. 


 
 

ARTICLE 14
  Restriction on Delivery of Shares    
  


The
delivery of ADSs shall be subject to compliance with all applicable requirements of applicable law with respect to such securities. The Purchase Rights may not be exercised if the delivery of ADSs
upon such exercise would constitute a violation of any applicable securities law or other law or regulation. As a condition to the exercise of the Purchase Rights, the Employer may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Employer. 


 
 

ARTICLE 15
  Governmental Approval    
  


The
obligation to sell or deliver ADSs under the Plan is subject to the approval of all governmental authorities required in connection with the authorization, purchase, issuance or sale of the ADSs. 


 
 

ARTICLE 16
  Sponsorship and Adoption    
  


The
Company sponsors the Plan. Any Subsidiary may adopt the Plan, if so decided by the Compensation Committee of the Board of Directors of the Company, by a resolution of the Subsidiary's Board of
Directors. 


 
 

ARTICLE 17
  Termination or Amendment of the Plan    
  



The
Compensation Committee of the Board of Directors of the Company may terminate or amend the Plan at any time 


 
 

ARTICLE 18
  Non-Transferability    
  


Purchase
Rights may not be transferred in any manner other than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant. 


 
 

ARTICLE 19
  Applicable Law    
  


This
Plan and any Purchase Rights shall be governed by the laws of the jurisdiction where the Employer has its registered office. 


IN
WITNESS WHEREOF, the Chairman of the Board of Centerpulse Ltd certifies that the Board of Directors of Centerpulse Ltd duly adopted the foregoing Centerpulse 2003 Employee Stock
Purchase Plan on October 22, 2002. 


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Exhibit 4.3


Centerpulse 2003 Employee Stock Purchase Plan United States and Canada

ARTICLE 1 Definitions

ARTICLE 2 Dedicated Shares

ARTICLE 3 Approval

ARTICLE 4 Administration

ARTICLE 5 Eligibility

ARTICLE 6 Participation in the Plan

ARTICLE 7 Purchase Price

ARTICLE 8 Payment of Purchase Price

ARTICLE 9 Withdrawals

ARTICLE 10 Termination of Employment, Retirement, Death or Disability

ARTICLE 11 Adjustments Upon Dissolution, Liquidation, Merger or Asset Sale

ARTICLE 12 Equal Rights

ARTICLE 13 Plan Term

ARTICLE 14 Restriction on Delivery of Shares

ARTICLE 15 Governmental Approval

ARTICLE 16 Sponsorship and Adoption

ARTICLE 17 Termination or Amendment of the Plan

ARTICLE 18 Non-Transferability

ARTICLE 19 Applicable Law