exv10w34






Exhibit 10.34




SUMMARY SHEET

OF

2011 COMPENSATION




Director Compensation




     The compensation program for our non-employee directors currently consists of a combination of
cash and equity-based awards. The cash component includes an annual retainer of $50,000 (one-half
of which is subject to mandatory deferral in the form of deferred share units as described below)
and an additional fee of $1,500 for each Board and committee meeting attended. In addition, our
non-executive Chairman of the Board receives an annual cash retainer of $60,000 and committee
chairs receive an annual cash fee of $10,000. 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.



     Each non-employee director also receives 500 deferred share units (“DSUs”) as of the date of
each annual meeting of stockholders. The value of each DSU is equal to the value of a share of our
common stock. The DSUs are immediately vested and subject to mandatory deferral until the
director’s retirement or other termination of service from the Board. Non-employee directors who
are elected or re-elected also receive restricted stock units (“RSUs”) as of the annual meeting
date with an initial value, based on the price of our common stock on the date of grant, equal to
$120,000. The RSUs are immediately vested and subject to mandatory deferral until the later of (1)
the director’s retirement or other termination of service from the Board or (2) the date that is
three years after the grant date. Directors who are appointed to the Board during the year between
annual meetings receive the foregoing DSU and RSU grants at the following annual meeting. Both the
DSUs and the RSUs are settled in shares of our common stock.



     The terms and conditions of the RSU grants, as well as other equity-based awards that
non-employee directors are eligible to receive, are set forth in the Stock Plan for Non-Employee
Directors. Copies of this plan and the form of RSU award agreement are filed as exhibits to our
periodic reports.



     The terms and conditions of the DSU grants are set forth in our Restated Deferred Compensation
Plan for Non-Employee Directors. Pursuant to this plan, we require that 50% of a director’s annual
retainer for Board service be deferred and credited to a deferred compensation account in the form
of DSUs, the value of which account is determined by the value of our common stock, until the
director owns a total of 5,000 DSUs. A copy of this plan is filed as an exhibit to our periodic
reports.



     We also provide non-employee directors with travel accident insurance when on Zimmer business
and reimburse or pay the reasonable travel, lodging and meal expenses incurred by non-employee
directors when traveling on Zimmer business or attending approved director education programs.



     Changes to our non-employee director compensation program may be disclosed in future proxy
statements or other periodic reports.



Named Executive Officer Compensation




     Our executive officers 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 our executive officers. We do not have written employment
agreements with our executive officers. Effective April 1, 2011, the following will be the base
salaries for our Chief Executive Officer, our Chief Financial Officer and three other current
executive officers who we expect will be identified as named executive officers in the definitive
proxy statement for our 2011 annual meeting of stockholders to be filed with the Securities and
Exchange Commission.



 









 





	 	 	 	 	 
	 	 	Base Salary
	 	 	Effective April 1,
	Name and Position	 	2011
	David C. Dvorak
	 	$	870,400	 
	     President and Chief Executive Officer
	 	 	 	 
	James T. Crines
	 	$	506,200	 
	     Executive Vice President, Finance and Chief Financial Officer
	 	 	 	 
	Bruno A. Melzi
	 	€	436,200	 
	     Chairman, Europe, Middle East and Africa
	 	 	 	 
	Jeffery A. McCaulley
	 	$	526,100	 
	     President, Zimmer Reconstructive
	 	 	 	 
	Jeffrey B. Paulsen
	 	$	476,200	 
	     Group President, Global Businesses
	 	 	 	 






     During 2011, each of the executive officers identified above is also eligible to receive an
annual cash incentive award, based upon a specified percentage of his or her base salary, under our
Executive Performance Incentive Plan (the “Incentive Plan”) and to receive awards under our 2009
Stock Incentive Plan, as amended (the “Stock Plan”). Copies of the Incentive Plan, the Stock Plan
and any future revisions of these plans are filed as exhibits to our periodic reports. Effective
April 1, 2011, the target amount under the Incentive Plan for each of these officers will be 125%
of base salary for Mr. Dvorak, 80% of base salary for each of Messrs. Crines and McCaulley and 75%
of base salary for each of Messrs. Melzi and Paulsen.



     The executive officers identified above are also eligible to participate in other employee
benefit plans and arrangements as described in our proxy statements. For Messrs. Dvorak, Crines,
McCaulley and Paulsen, who are based in the United States, these include a savings and investment
(401(k)) plan, a supplemental savings and investment plan and a long-term disability income plan.
For Messrs. Dvorak and Crines, each of whom was hired before September 2002, these also include a
defined benefit pension plan and a supplemental pension plan. For Mr. Melzi, who is based in Italy,
these include a defined benefit pension plan and a defined contribution plan.



     Each of these executive officers has also entered into a change in control severance agreement
that provides certain severance benefits following a change in control of Zimmer and termination of
the executive’s employment. Copies of those agreements or the form of those agreements are filed as
exhibits to our periodic reports.