Exhibit 10.1
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.
ZIMMER HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
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 Withholding Tax Obligation 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
competiti
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