exv10w2



 





Exhibit 10.2




Zimmer Holdings, Inc.




2006 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD GRANTED TO





AWARD RECIPIENT: o




RESTRICTED STOCK UNIT AWARD SHARES: o




AWARD DATE: o




Compensation and Management Development Committee:



Gentlemen:




     You have advised me that I have been granted the above 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 two 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

RESTRICTED STOCK UNIT AWARD FOR NON-US EMPLOYEES




     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 restrictions and
the 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. NO SHAREHOLDER RIGHTS



     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.



     3. TRANSFER RESTRICTIONS



     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.



     4. RESTRICTIONS AND FORFEITURES



     Except as otherwise provided in this Section 4, 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) Except as otherwise set forth in this Section 4, 50% of the RSUs granted in this RSU Award
shall become vested and nonforfeitable on the first 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 50% of the 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.



     (b) Except
as set forth in the following sentence, if the Award Recipient terminates employment with the Company
or a subsidiary for any reason before all of the RSUs
have become vested, the RSUs that are not already vested as of the termination date shall be
forfeited. 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.



     (c) In the event that the Award Recipient fails promptly to pay or make satisfactory
arrangements as to the Tax-Related Items as provided in Section 7, all unvested RSUs shall be
forfeited by the Award Recipient.



2









 





     (d) (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.



     (e) (i) The Award Recipient agrees that, during 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 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 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.



     6. DEATH OF AWARD RECIPIENT



     In the event of the Award Recipient’s death prior to the delivery of shares issuable pursuant
to vested 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. RESPONSIBILITY FOR TAXES



          Regardless of any action the Company or the Award Recipient’s actual employer (the “Employer”)
takes with respect to any or all income tax (including federal, state and local taxes), social
insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),
the Award Recipient acknowledges that the ultimate liability for all Tax-Related Items legally due
by the Award Recipient is and remains the Award Recipient’s responsibility and that the Company
and/or the Employer (i) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the
vesting of the RSUs, the conversion of the RSUs into shares of Common Stock, the subsequent sale of
any shares acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii)
do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate
the Award Recipient’s liability for Tax-Related Items.




          Prior to the issuance of shares of Common Stock pursuant to this RSU Award, the Award
Recipient shall pay, or make adequate arrangements satisfactory to the Company or to the Employer
(in their sole discretion) to satisfy all withholding and payment on account obligations of the
Company and/or the Employer. In this regard and, if permissible under local law, the



3









 






Award Recipient authorizes the Company and/or the Employer, at their discretion, to satisfy
the obligations with regard to all Tax-Related Items legally Payable by the Award Recipient in one
or any combination of the forms specified below:




     (a) by requiring the Award Recipient to pay an amount necessary to pay the Tax-Related Items
directly to the Company (or the Employer) in the form of cash, check or other cash equivalent;



     (b) by the deduction of such amount from wages or other cash compensation payable to the Award
Recipient by the Company and/or the Employer;



     (c) by withholding a net number of shares otherwise issuable having a then current fair market
value not exceeding the amount necessary to satisfy the withholding obligation of the Company or
the Employer based on the minimum applicable statutory withholding rates; or



     (d) by arranging for the sale of shares to be issued upon vesting of the RSUs (on the Award
Recipient’s behalf and at the Award Recipient’s direction pursuant to this authorization).



          If the Company satisfies the obligation for Tax-Related Items by withholding a number of whole
shares as described in clause (c) above, for tax purposes only the Award Recipient is deemed to
have been issued the full number of shares subject to the RSU Award, notwithstanding that a number
of the shares is held back solely for the purpose of paying the Tax-Related Items due as a result
of the vesting of the RSUs. The Award Recipient shall pay to the Company or to the Employer any
amount of Tax-Related Items that the Company or the Employer may be required to withhold as a
result of the Award Recipient’s receipt of this Award, the vesting of the RSUs, or the conversion
of the vested RSUs into shares that cannot be satisfied by the means previously described. The
Company may refuse to deliver shares to the Award Recipient if the Award Recipient fails to comply
with the Award Recipient’s obligation in connection with the Tax-Related Items as described herein.




     8. NATURE OF GRANT



     In accepting the RSUs, the Award Recipient acknowledges that:



          (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;




          (b) the award of RSUs is voluntary and occasional and does not create any contractual or other
right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded
repeatedly in the past;




          (c) all decisions with respect to future RSUs, if any, will be at the sole discretion of the
Company;




          (d) the Award Recipient’s participation in the Plan is voluntary;




          (e) the RSU Award is an extraordinary item that does not constitute compensation of any kind
for services of any kind rendered to the Company or to the Employer, and the RSUs are outside the
scope of the Award Recipient’s employment contract, if any;




          (f) the RSUs are not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculation of any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments;




          (g) neither the RSU Award nor any provision of this agreement nor the Plan confer upon the
Award Recipient any right with respect to employment or continuation of current employment, and in
the event that the Award Recipient is not an employee of the Company, the RSUs shall not be
interpreted to form an employment contract or relationship with the Company;




          (h) the future value of the shares underlying the RSUs is unknown and cannot be predicted with
certainty;




          (i) if the Award Recipient receives shares, the value of such shares acquired on vesting of
the RSUs may increase or decrease in value;




          (j) no claim or entitlement to compensation or damages arises from termination of the RSUs,
and no claim or entitlement to compensation or damages shall arise from any diminution in value of
the RSUs or shares received upon vesting of the RSUs resulting from termination of the Award Recipient’s
employment by the Employer (for any reason whatsoever and whether or not in breach of local labor
laws) and the Award Recipient irrevocably releases the Company and the Employer from any such



4









 






claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, then, by signing this agreement, the Award Recipient shall
be deemed irrevocably to have waived his or her entitlement to pursue such claim;




          (k) the Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding the Award Recipient’s participation in the Plan, or the Award
Recipient’s acquisition or sale of the underlying shares; and




          (l) the Award Recipient is hereby advised to consult with his or her own personal tax, legal
and financial advisors regarding his or her participation in the Plan before taking any action
related to the Plan.




     9. DATA PRIVACY



     The Award Recipient hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Award Recipient’s personal data as described in this
agreement and any other RSU Award materials by and among, as applicable, the Employer, the Company
and its subsidiaries for the exclusive purpose of implementing, administering and managing the
Award 

Recipient ’s participation in the Plan.



     The Award Recipient understands that the Company and the Employer may hold certain personal
information about the Award Recipient, including, but not limited to, the Award Recipient’s name,
home address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised,
vested, unvested or outstanding in the Award Recipient’s favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).



     The Award Recipient understands that Data will be transferred to The Bank of New York or such
other stock plan service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of the Plan. The
Award Recipient understands that the recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country (e.g., the United States) may have different data
privacy laws and protections than the Award Recipient’s country. The Award Recipient understands
that the Award Recipient may request a list with the names and addresses of any potential
recipients of the Data by contacting the Award Recipient ’s local human resources representative.
The Award Recipient authorizes the Company, The Bank of New York and any other possible recipients
which may assist the Company (presently or in the future) with implementing, administering and
managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the sole purpose of implementing, administering and managing the Award Recipient’s
participation in the Plan. The Award Recipient understands that Data will be held only as long as
is necessary to implement, administer and manage the Award Recipient’s participation in the Plan.
The Award Recipient understands that he/she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Award Recipient’s local human resources representative. The Award Recipient understands, however,
that refusing or withdrawing his/her consent may affect the Award Recipient’s ability to
participate in the Plan. For more information on the consequences of the Award Recipient’s refusal
to consent or withdrawal of consent, the Award Recipient understands that he/she may contact
his/her local human resources representative.



     10. 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.



     11. 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




5









 






     12. 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.



     13. 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 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.



     14. 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.



     15. 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, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this agreement to the substantive law of another
jurisdiction. If the Award Recipient has received this agreement or any other document related to
the Plan translated into a language other than English and if meaning of the translated version is
different that the English version, the English version will control.



     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.



6









 





ZIMMER HOLDINGS, INC.




By                                                            




7