FIRST AMENDMENT
TO THE RESTATED
ZIMMER HOLDINGS, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
This First
Amendment to the Restated Zimmer Holdings, Inc. Deferred
Compensation Plan for Non-Employee Directors (the
“Plan”) is hereby adopted by Zimmer Holdings, Inc. (the
“Company”), effective as of January 1,
2009.
WHEREAS, the
Plan was amended and restated in its entirety effective as of
January 1, 2005; and
WHEREAS, the
Company wishes to amend the Plan to incorporate changes required by
the final regulations issued by the Internal Revenue Service under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and to simplify administration of the
Plan.
NOW, THEREFORE,
the Plan is hereby amended, effective as of January 1, 2009,
as follows:
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1.
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The
third and fourth sentences of Section 5, “Form and
Computation of Deferred Amounts”, are amended to read as
follows:
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Any
deferred amount credited to a participant’s deferred
compensation account as Treasury Units shall be credited with
interest at a rate to be set by the Company in January of each year
after a review of the six-month United States Treasury bill
discount rates for the preceding year. Any deferred amount credited
to a participant’s deferred compensation account as Dollar
Units shall be credited with interest at a rate to be set by the
Company in January of each year after a review of investment return
on the invested cash of the Company.
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2.
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Section 6, “Period of
Deferral”, is amended in its entirety to read as
follows:
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A
participant’s Mandatory Deferrals, including Annual Deferred
Share Units, will be paid sixty days after the participant’s
Separation From Service, defined as the expiration or other
termination of all contracts, agreements, or arrangements under
which the participant performs services for the Company, or any
other company under common control with the Company, whether as a
Director or other independent contractor or employee, provided that
the expiration or termination constitutes a good-faith and complete
termination of the contractual relationship between the participant
and the Company (and all other companies under common control with
the Company). Whether a Separation From Service has occurred for
purposes of this Plan will be determined in accordance with the
applicable standards under Code Section 409A, including
§1.409A-1(h). At the time a par
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