RESTATED
BENEFIT EQUALIZATION PLAN
OF
ZIMMER HOLDINGS, INC. AND ITS SUBSIDIARY OR
AFFILIATED CORPORATIONS PARTICIPATING IN THE
ZIMMER HOLDINGS, INC. RETIREMENT INCOME PLAN OR THE
ZIMMER PUERTO RICO RETIREMENT INCOME PLAN
(Restated as of January 1,
2009)
This Restated
Benefit Equalization Plan of Zimmer Holdings, Inc. and its
Subsidiary or Affiliated Corporations Participating in the Zimmer
Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico
Retirement Income Plan (the “Plan”) is hereby adopted
by Zimmer Holdings, Inc. (the “Company”), effective as
of January 1, 2009.
The purpose of
this Plan is to provide benefits for certain participants in the
Zimmer Holdings, Inc. Retirement Income Plan (the “Retirement
Income Plan”) or the Zimmer Puerto Rico Retirement Income
Plan (the “Puerto Rico Plan”) (referred to herein
collectively as the “Retirement Plans”) whose funded
benefits under the Retirement Plans are or will be limited by
application of the Internal Revenue Code of 1986, as amended (the
“Code”). The Plan is intended to be an “excess
benefit plan” as that term is defined in Section 3(36)
of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), with respect to those participants whose
benefits under the Retirement Plans have been limited by
Section 415 of the Code, and a “top hat” plan
meeting the requirements of Sections 201(2), 301(a)(3),
401(a)(1) and 4021(b)(6) of ERISA with respect to those
participants whose benefits under the Retirement Plans have been
limited by Section 401(a)(17) of the Code. Capitalized terms
not expressly defined in this document shall have the meanings
given to them in the applicable Retirement Plan.
This Plan is a
successor plan to the Benefit Equalization Plan of Bristol-Myers
Squibb Company and Its Subsidiary or Affiliated Corporations
Participating in the Bristol-Myers Squibb Company Retirement Income
Plan or the Bristol-Myers Squibb Company Puerto Rico, Inc.
Retirement Income Plan, as in effect on January 1, 1996 and as
amended thereafter (the “Prior Plan”). This Plan shall
recognize all service covered under the Retirement Income Plan or
the Puerto Rico Plan. Benefits payable under the Prior Plan shall
continue to be payable under the Prior Plan by Bristol-Myers Squibb
Company, the sponsor of the Prior Plan (“Bristol-Myers
Squibb”), and shall not be assumed by or become obligations
of the Company, the sponsor of this Plan or any other Participating
Employer. Each participant under this Plan shall be entitled to a
benefit that will be reduced by the value of the benefit to which
the participant is entitled under the Prior Plan.
II.
Administration of the Plan
The Zimmer
Holdings, Inc. Benefits Committee (the “Committee”)
appointed by the Board of Directors of the Company to administer
the Retirement Plans shall also administer this Plan. The Committee
shall have full discretionary authority to determine all questions
arising in connection with the Plan, including its interpretation,
may adopt procedural rules, and may employ and rely on legal
counsel, actuaries, accountants and agents as it may deem advisable
to assist in the administration of the Plan. Decisions of the
Committee shall be conclusive and binding on all
persons.
III.
Participation in the Plan
Each member of the
Retirement Income Plan or the Puerto Rico Plan who is employed by a
Participating Employer (which term also includes the Company) shall
be eligible to participate in this Plan whenever (a) his
benefit under the applicable Retirement Plan, as from time to time
in effect, would exceed the limitations on benefits and
contributions imposed by Section 415 of the Code calculated
from and after September 2, 1974, (b) amounts of his
compensation would be excluded from his “Final Average
Compensation” determined under the Retirement Plan by reason
of the application of Section 401(a)(17) of the Code or
(c) he participates in the Zimmer Holdings, Inc. Executive
Performance Incentive Plan (the “Performance Incentive
Plan”).
Notwithstanding
the foregoing, any member of the Retirement Plans hired or rehired
after September 2, 2002, shall not be eligible to participate
or be entitled to benefits under this Plan.
IV.
Equalization Benefits Related to the Retirement
Plan
A. Each
participant in this Plan or his beneficiaries shall be entitled to
receive under this Plan a supplemental pension benefit equal to the
excess of (l) the benefit that would have been payable to such
participant or his beneficiaries under the applicable Retirement
Plan determined (a) without regard for any provision therein
incorporating limitations imposed by Section 415 of the Code,
and (b) by deeming as “compensation” for purposes
of determining Final Average Compensation under such Retirement
Plan amounts that were elected to be deferred under the Zimmer
Holdings, Inc. Savings and Investment Program (“Savings and
Investment Program”) but that, due to Section 415
limitations, were credited, in accordance with the
participant’s election, to the Benefit Equalization Plan of
Zimmer Holdings, Inc. and Its Subsidiary or Affiliated Corporations
Participating in the Zimmer Holdings, Inc. Savings and Investment
Program (the “Savings and Investment BEP”), over
(2) the actual benefit payable to such participant or his
beneficiaries under the applicable Retirement Plan.
B. Each
participant whose compensation under the applicable Retirement Plan
is limited by Section 401(a)(17) of the Code or who
participates in the Performance Incentive Plan shall be entitled to
receive an additional supplemental pension benefit under this Plan
equal to the amount, if any, by which the supplemental pension
benefit determined under Paragraph A of this
2
Article IV
would be greater if the hypothetical benefit calculated under
clause (1) of such paragrap
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