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EXHIBIT 10.3
Zimmer Holdings,
Inc.
2006 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION GRANTED TO
OPTIONEE:
STOCK AWARD SHARES:
EXERCISE PRICE PER SHARE: $
AWARD DATE:
Compensation and Management Development Committee:
Gentlemen:
I
understand that this option has been granted to provide a means for
me to acquire and/or expand an ownership position in Zimmer
Holdings, Inc., and it is expected that I will retain the stock I
receive upon the exercise of this option consistent with the
Company’s share retention guidelines in effect at the time of
exercise.
I
hereby agree to the foregoing and following terms and conditions
and accept the grant of this option subject thereto.
ZIMMER HOLDINGS, INC.
2006 STOCK INCENTIVE PLAN
NONQUALIFlED STOCK OPTION GRANT AGREEMENT FOR NON-US
EMPLOYEES
Zimmer Holdings, Inc. (the
"Company") hereby grants pursuant to the terms of the heretofore
designated stock option plan (the "Plan") to the heretofore named
employee (the "Optionee"), as a matter of separate inducement and
agreement in connection with her/his employment, and not as or in
lieu of any salary or other compensation for her/his services, and
upon the terms and conditions set forth below, the option to
purchase the number of fully paid and non-assessable shares of the
common stock of Zimmer Holdings, Inc., par value $.01 per share
("Common Stock"), heretofore set forth (this "Option") on or before
the expiration of ten years from the date hereof (the "Expiration
Date") at the aforementioned exercise price per share. The Board of
Directors of the Company (the "Board") has authorized the
Compensation and Management Development Committee of the Board (the
"Committee") to administer the Plan.
This Option is granted upon and
subject to the following terms and conditions:
1. No Option may be exercised
hereunder for the purchase of shares unless the Optionee shall have
remained in the continuous employ of the Company or of one of its
subsidiaries for one year following the date hereof. Thereafter,
provided that the Optionee shall at the time of such exercise,
except as specifically set forth herein to the contrary, been in
the employ of the Company or of one of its subsidiaries, this
Option may from time to time prior to the Expiration Date be
exercised in the manner hereinafter set forth, and this Option may
be exercised (i) only to the extent of 25 percent of the
number of shares to which this Option applies on or after the first
anniversary and prior to the second anniversary of the date of
grant hereof, (ii) only to the extent of 50 percent of
the number of shares to which this Option applies on or after the
second anniversary and prior to the third anniversary of the date
of grant hereof, (iii) only to the extent of 75 percent
of the number of shares to which this Option applies
on or after the third anniversary and prior to the fourth
anniversary of the date of grant hereof; and (iv) in its
entirety on or after the fourth anniversary of the date of grant
hereof.
2. This Option hereby granted
may be exercised, in whole or in part in accordance with the
vesting schedule set forth in Section 1 above, by the delivery
of an exercise notice to the Company or the Company’s
designated agent. The exercise notice will be effective upon
receipt by the appropriate person at the Company or the
Company’s agent and upon payment of the exercise price, any
fees and any other amounts due to cover the withholding taxes,
payroll taxes and similar-type payments as described herein. Such
exercise notice (which, in the Company’s discretion, may be,
or may be required to be, given by electronic, telefax or other
specified means) shall specify the number of shares with respect to
which this Option is being exercised and such other representations
and agreements as may be required by the Company. In the event the
specified Expiration Date falls on a day which is not a regular
business day at the Company’s executive office in Warsaw,
Indiana, then such written notification must be received on or
before the last regular business day prior to such Expiration Date.
Payment is to be made by certified personal check, or bank draft,
by payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board. No shares shall
be sold or delivered hereunder until full payment for such shares
and any Tax-Related Items (as defined in Section 8 below) has
been made. At its discretion, the Committee may modify or suspend
any method for the exercise of this Option. The Optionee shall have
the rights of a shareholder only with respect to shares of stock
for which certificates have been issued to her/him.
3. The Company shall not be
required to issue or deliver any certificate or certificates for
shares of its Common Stock purchased upon the exercise of any part
of this Option 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,
(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, and
(iv) the payment to the Company, upon its demand, of any
amount requested by the Company for the purpose of satisfying the
Optionee’s obligations under Section 8 hereof.
4. This Option is not
transferable by the Optionee otherwise than by will or by the laws
of descent and distribution, and is exercisable, during the life of
the Optionee, only by her/him.
5. Notwithstanding any other
provision hereof:
(a) If
the Optionee shall retire or cease to be employed by the Company or
any of its subsidiaries for any reason (other than death or
disability entitling the Optionee to receive payments under a
disability pay plan of the Company or any of its subsidiaries)
after the Optionee shall have been continuously so employed for one
year from the aforementioned date of grant, the Optionee may
exercise this Option only to the extent that the Optionee was
otherwise entitled to exercise it at the time of such retirement or
cessation of employment with the Company or any of its
subsidiaries, but in no event after (i) the date that is ten
years next succeeding the date this Option was granted, in the case
of retirement or cessation of employment with the Company or any of
its subsidiaries on or after the Optionee’s 65th birthday, or
on or after the Optionee’s 55th birthday after having
completed 10 years of service with the Company or any of its
subsidiaries, or on or after the date the sum of the
Optionee’s age plus years of service, when rounded up to the
next highest number, equals at least 70 and the Optionee has
completed ten years of service with the Company or any of its
subsidiaries and the Optionee’s employment terminates for any
reason other than death, disability, resignation, willful
misconduct, or activity deemed detrimental to the interest of the
Company and, where applicable, the Optionee has executed a general
release, a covenant not to compete and/or a covenant not to solicit
as required by the Company, or (ii) the date that is three
months next succeeding retirement or cessation of employment, in
the case of any other retirement or cessation of employment with
the Company or any of its subsidiaries.
(b) Whether
military or government service or other bona fide leave of absence
shall constitute termination of employment for the purpose of this
Option shall be determined in each case by the Committee in its
sole discretion.
(c) If
the Optionee has been continuously employed by the Company or one
of its subsidiaries for one year after the granting of this Option
and retires or ceases to be so employed by reason of disability
entitling such Optionee to receive payments under a disability pay
plan of the Company or a subsidiary, the Optionee shall be treated
as though he/she remained in the employ of the Company or a
subsidiary until the earlier of (i) cessation of payments
under the disability pay plan, (ii) death, or
(iii) attainment of 65th birthday.
(d) Except
as provided in Section 4, in the event of the death of the
Optionee while in the employ of the Company or of any of its
subsidiaries or within whichever period after retirement or
cessation of employment of the Optionee specified in subparagraphs
(a) and (c) is applicable, and after he/she shall have
been continuously so employed for one year after the granting of
her/his Option, this Option theretofore granted to her/him shall be
exercisable by the executors, administrators, legatees or
distributees of her/his estate, as the case may be, only to the
extent that the Optionee would have been entitled to exercise it if
the Optionee were then living, subject to subparagraph
(e) herein, but in the case of the death of any Optionee after
retirement or cessation of employment in no event after the later
of (i) the date twelve months next succeeding such death and
(ii) the last day of the period after Retirement or other
cessation of employment of the Optionee specified in subparagraphs
(a)(i) or (a)(ii) and provided, in any case, not after the
Expiration Date.
2
In
the event this Option is exercised by the executors,
administrators, legatees or distributees of the estate of the
Optionee, the Company shall be under no obligation to issue stock
hereunder unless and until the Company is satisfied that the person
or persons exercising this Option are the duly appointed legal
representatives of the Optionee’s estate or the proper
legatees or distributees thereof.
(e) The
provisions of Section 1 hereof restricting the percentage of
shares of an Option grant which can be exercised prior to the
fourth anniversary of the date of such grant shall not apply if
(i) the Optionee has reached age 60; (ii) the Optionee
dies while in the employ of the Company or any of its subsidiaries;
(iii) the Optionee shall have retired or ceased to be employed
by the Company or any of its subsidiaries (1) on or after the
Optionee’s 65th birthday, or (2) on or after the
Optionee’s 55th birthday after having completed 10 years
of service with the Company or any of its subsidiaries, or
(3) on or after the date the sum of the Optionee’s age
plus years of service, when rounded up to the next highest number,
equals at least 70 and the Option
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