8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2022

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16407	13-4151777
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 East Main Street

Warsaw, Indiana 46580

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (574) 267-6131

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZBH	New York Stock Exchange
1.414% Notes due 2022	ZBH 22A	New York Stock Exchange
2.425% Notes due 2026 1.164% Notes due 2027	ZBH 26 ZBH 27	New York Stock Exchange New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 16, 2022, Zimmer Biomet Holdings, Inc. (“Zimmer Biomet” or the “Company”) announced that Paul Stellato has been appointed Vice President, Controller and Chief Accounting Officer of the Company. In this position, Mr. Stellato will serve as the Company’s principal accounting officer. Derek Davis, who served as the Company’s Interim Controller and Chief Accounting Officer and had assumed the responsibilities of the Company’s principal accounting officer during the search process that led to Mr. Stellato’s hiring, will continue in his role as the Company’s Vice President, Finance Integration.

Mr. Stellato, age 47, joins Zimmer Biomet from Xylem Inc. (“Xylem”), a global provider of water technology products and services, where he served as Vice President Finance, Global Business Services from March 2019 through April 2022. He joined Xylem upon its spinoff from ITT Corporation (“ITT”) in October 2011 and served as Xylem’s Vice President Finance, Financial Planning and Analysis through August 2017. He was promoted to Vice President, Controller and Chief Accounting Officer in August 2017 after serving as Interim Corporate Controller starting in August 2016, and became Vice President Finance, Global Business Services in March 2019. Prior to Xylem’s spinoff from ITT in October 2011, Mr. Stellato served with ITT beginning in May 2003, having served most recently as ITT’s General Auditor and prior to that, as Manager - Investor Relations. He began his career in public accounting with Ernst & Young LLP and Arthur Andersen LLP and is a certified public accountant.

Mr. Stellato’s employment with Zimmer Biomet will be on an at-will basis. In connection with his appointment, on April 8, 2022, Mr. Stellato accepted a written offer letter from the Company that provides for the following compensation:

• an initial annualized base salary of $375,000;

• eligibility for an annual incentive payout under the Company’s Executive Performance Incentive Plan for 2022 based on a target bonus opportunity of 60% of base salary (to be prorated for a partial year of service in 2022), subject to the attainment of pre-established performance goals;

• a sign-on bonus of $100,000 intended to replace the estimated bonus that Mr. Stellato will forfeit upon leaving his current employer to join Zimmer Biomet; Mr. Stellato must repay to Zimmer Biomet the entire amount of this sign-on bonus if he voluntarily leaves employment or if his employment is terminated for cause within two years of the date the bonus is paid to him;

• eligibility for a long-term incentive plan award in 2023 under the Company’s 2009 Stock Incentive Plan (the “2009 Plan”) with a grant date fair value of approximately $400,000;

• a sign-on equity award under the 2009 Plan with a grant date fair value of approximately $440,000 intended to replace the value of equity awards that Mr. Stellato will forfeit upon leaving his current employer to join Zimmer Biomet; this award will be in the form of 50% stock options and 50% restricted stock units (“RSUs”) and will vest ratably on the first, second and third anniversaries of the grant date, which will be June 1, 2022, subject to continued employment;

• severance benefits upon a change in control of the Company and an involuntary termination of Mr. Stellato’s employment without cause or a termination by him with good reason pursuant to a change in control severance agreement to be entered into between Mr. Stellato and the Company in the form filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed February 26, 2019, which is incorporated herein by reference as Exhibit 10.2; a summary of the agreement is included in the Company’s Proxy Statement filed March 29, 2022 under “Executive Compensation – Potential Payments upon Termination of Employment – Change in Control Arrangements”; and

• severance benefits in the event of involuntary termination without cause as a participant under the Restated Zimmer Biomet Holdings, Inc. Executive Severance Plan, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2018 and is incorporated herein by reference as Exhibit 10.3; a summary of the plan is included in the Company’s Proxy Statement filed March 29, 2022 under “Executive Compensation – Potential Payments upon Termination of Employment – Executive Severance Plan.”

The foregoing summary of the offer letter is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. As a condition of receipt of the above-described equity awards, Mr. Stellato entered into a Confidentiality, Non-Competition and Non-Solicitation Agreement (“Non-Competition Agreement”), the form of which is filed as Exhibit 10.4 hereto and incorporated herein by reference; a summary of the agreement is included in the Company’s Proxy Statement filed March 29, 2022 under “Executive Compensation – Potential Payments upon Termination of Employment – Non-Compete Arrangements.” Mr. Stellato will also enter into an Indemnification Agreement with the Company, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2008 and is incorporated herein by reference as Exhibit 10.5.

Mr. Stellato will also be entitled to participate in the same compensation and benefit arrangements available to other officers of Zimmer Biomet. Information regarding such arrangements is included in the definitive proxy statement relating to the Company’s 2022 annual meeting of shareholders filed with the Securities and Exchange Commission on March 29, 2022.

There are no arrangements or understandings between Mr. Stellato and any other persons pursuant to which he was selected as an officer of the Company. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May 16, 2022 announcing the leadership transition described in Item 5.02 above, which is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX
Exhibit No.	Description
10.1	Offer letter between Zimmer Biomet Holdings, Inc. and Paul Stellato dated April 5, 2022
10.2	Form of Change in Control Severance Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed February 26, 2019)
10.3	Restated Zimmer Biomet Holdings, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 6, 2018)
10.4	Form of Confidentiality, Non-Competition and Non-Solicitation Agreement
10.5	Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2008)
99.1	Press Release issued by Zimmer Biomet Holdings, Inc. on May 16, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 16, 2022

ZIMMER BIOMET HOLDINGS, INC.
By:	/s/ Chad F. Phipps
Name:	Chad F. Phipps
Title:	Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

April 5, 2022

Paul Stellato

Dear Paul,

We are pleased to offer you the position of Vice President, Controller and Chief Accounting Officer for Zimmer Biomet Holdings, Inc., reporting to me. In this position, you will be paid a gross annual salary of $375,000 in bi-weekly installments and your salary grade will be Z05. Your position is exempt, as such, your annual salary is intended to compensate you for all hours worked and you will not be eligible to receive overtime pay. Your anticipated start date is May 16, 2022.

Please remember that this offer is conditioned upon your successful completion of a pre-employment background check and drug screening and on other terms and conditions described in this offer letter. Additionally, you will be required to demonstrate proof of your legal authorization to work in the United States. You agree to produce documents consistent with the “List of Acceptable Documents” on the I-9 form (Employment Eligibility Verification). If you do not provide the required documentation within the first three days of employment, your employment will be subject to termination.

Neither this letter nor any other written or oral statement by the company, including any policy manual or handbook, creates a contract of employment, express or implied, or a guarantee of employment for any specific time period. At all times, your employment will be at will, meaning either you or Zimmer Biomet may terminate your employment for any reasons and at any time, with or without notice.

Annual Merit Adjustment

Beginning in 2023, you will be eligible for Zimmer Biomet’s annual merit review process which involves possible base pay adjustments consistent with your job performance. Your first merit adjustment may be pro-rated, depending on your hire date.

Executive Performance Incentive Plan

You will be eligible to earn an annual bonus under the Zimmer Biomet Holdings, Inc. Executive Performance Incentive Plan (“Plan”), subject to the terms of that Plan. Your current target bonus in this position is 60% of your eligible earnings for the respective bonus plan year. The bonus that you may earn under the Plan may be more or less than this target percentage, depending on actual year-end results for the established performance measures, and the application of applicable modifiers, if any. Annual bonuses under the Plan are paid by March 15th of the year following the performance year. You generally must remain employed by Zimmer Biomet at the time of bonus payout to earn the bonus.

Bonus Loss

Zimmer Biomet will advance to you $100,000 to cover your estimated bonus loss from changing employment. This amount will be advanced within ninety (90) days after commencing employment, net of applicable tax withholdings. You agree that if prior to the twenty four (24) month anniversary of your start date you voluntarily leave your employment or your employment with Zimmer Biomet is terminated for cause,¹ you will repay the full gross amount of the advance (to the extent it has been provided to you) within thirty (30) days following termination. As a condition of receiving the advance, you also agree to execute any bonus loss advance repayment agreement presented by Zimmer Biomet.

¹  For this purpose, cause means (i) indictment by federal or state authorities in respect of any crime that involves – in the good faith judgment of the Company – theft, dishonesty or breach of trust; (ii) conviction of any felony; (iii) commission of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony; (iv) deliberate and repeated refusal to perform the customary employment duties reasonably related to your position with the Company (other than as a result of vacation, sickness, illness, or injury); (v) in the good faith judgment of the Company, fraud or embezzlement of Company property or assets; (vi) misconduct, moral turpitude, negligence, or malfeasance (intentional or reckless wrongdoing with or without malicious or tortious intent) that may, in the good faith judgment of the Company, have a material adverse effect on the Company; or (vii) a breach or violation of any agreement with the Company.

Long Term Incentive Plan

Based on your performance, you may be eligible to receive annual Zimmer Biomet stock option grants or other equity awards beginning in 2023 at the discretion of the Compensation and Management Development Committee of the Board of Directors. These grants provide opportunities for long-term compensation and ownership of the company and are subject to the terms of the applicable grant award and applicable stock plan. For 2023, your estimated LTI grant date fair market value in this role will be approximately $400,000.

Long Term Incentive Loss

Subject to the requisite approval, as soon as administratively feasible following your commencement of employment, Zimmer Biomet will award you a one-time long term incentive grant with a grant date fair value of approximately $440,000 under terms of the company’s equity plans, in recognition that you may incur an equity loss due to changing employment. This grant will consist of half (50%) stock options and half (50%) time-vested restricted stock units (RSUs) (based on the grant date fair value of such awards). The grant date will be the first business day of the month following the later of award approval or your commencement of employment. The stock options will vest at the rate of one third (1/3) per year over three years beginning on the first anniversary of the grant date, assuming your continued employment with Zimmer Biomet, and will expire on the tenth anniversary of the grant date. The RSUs will vest at the rate of one third (1/3) per year over three years beginning on the first anniversary of the date of the grant, again assuming your continued employment with Zimmer Biomet.

Change In Control (CIC) Severance Agreement

In your role, you will be offered a CIC Severance Agreement. The CIC Severance Agreement would provide you an enhanced severance benefit opportunity for a period of time following a change in control of Zimmer Biomet should your employment be terminated by the Company without cause or by you for good reason, both as defined in the agreement. Once you return the Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement, we will prepare the CIC Severance Agreement. Your continued eligibility for potential CIC severance benefits in the event of a change in control would be in accordance with terms of the agreement.

Executive Severance Plan

In your role, you will be eligible to participate in our Executive Severance Plan. In the event of your involuntary separation from employment without cause as defined under the plan, your severance benefit would include the sum of your final base salary and final target bonus, plus 12 months of COBRA premium subsidy (medical and dental) based on your coverage in effect immediately prior to your separation. Payment would be made in lump-sum form, less applicable tax withholdings, subject to your entering into a general release in the form provided by the Company. There would be no duplication of benefits provided under the CIC Severance Agreement or otherwise. Your continued eligibility for participation in this plan will be in accordance with the terms of the plan as defined and administered by the Company, taking into account any change in your job Z-grade, role and responsibilities in the Company.

Executive Officer (Section 16)

We expect that you will be designated by the Board of Directors as an “officer” of Zimmer Biomet for purposes of Rule 16a-1(f) and as an “executive officer” for purposes of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As an executive officer, you will be subject to stock ownership guidelines established by the Board of Directors in order to align the interests of executive officers more closely with those of stockholders. The guidelines will require you to own shares with a value equal to at least two (2) times your base salary. Under the guidelines, all shares you hold, including time-based RSUs (but excluding unvested performance-based RSUs), will count toward this ownership requirement. In addition, one-half of any gain on vested stock options will count toward this requirement. You will have up to five (5) years to achieve the required level of stock ownership. Further, every executive officer must obtain clearance prior to selling any shares of Company common stock, in part to ensure that all officers remain in compliance with the stock ownership guidelines.

Section 409A

To the extent that any payments or benefits under this letter are deemed to be subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), this letter will be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder in order to (a) preserve the intended tax treatment of the benefits provided with respect to such payments and (b) comply with the requirements of Section 409A of the Code. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. Nothing in this letter shall be construed as a guarantee by the Company of any particular tax effect. The Company shall not be liable to you for any tax, penalty, or interest imposed on any amount paid or payable hereunder by reason of Section 409A, or for reporting in good faith any payment made under this letter as an amount includible in gross income under Section 409A.

Benefits

You are eligible for Zimmer Biomet’s competitive benefits offering, including health, dental, vision, disability, 401(k), and other benefits, all subject to the terms of the applicable plans. Details on Zimmer Biomet’s benefit plans can be found on the “Welcome to Zimmer Biomet” website. You understand that if you wish to enroll in Zimmer Biomet’s medical plan (and certain other benefit plans), generally you must enroll within 31 days of your start date or during the annual open enrollment period.

The terms and conditions of each benefit plan are governed by the plan documents or insurance policies (as amended from time to time in Zimmer Biomet’s discretion). The terms of the plan documents will control. Zimmer Biomet reserves the right to change or discontinue these benefits at any time in its discretion.

Time Off

You are eligible for 25 days of paid time off (“PTO”) per calendar year with the opportunity to earn additional days of PTO based on years of service. See the PTO policy for additional details. You will also be eligible for holidays and any other leave or time off provided pursuant to company policy or applicable law.

Repayment Obligation/Company’s Right to Offset

If you leave the company, you agree that you will be required to repay any amounts you may owe the company as of your last day of employment. You also agree that the company, to the extent permitted by law, will be able to deduct and offset any amounts you owe from or against any payments to be made to you, including but not limited to payments for wages, bonuses, expenses, or vacation pay and you agree to reimburse the company for any remaining balance owed after such deduction or offset. Finally, you agree to execute any agreement presented by Zimmer Biomet related to your repayment obligation.

Restrictive Covenant Agreement

This offer is contingent upon your agreement to the Non-Disclosure and Intellectual Property Agreement or Restrictive Covenant, Non-Disclosure and Intellectual Property Agreement, which will be sent to you through Docusign.

Obligations to Other Employers

By accepting this offer, you are affirming you do not have any contractual obligations (such as a non-competition and/or non-solicitation agreement) with a former or current employer that prevent you from being employed by Zimmer Biomet.

Conflicts of Interest Policy and Reporting Requirements

Prior to commencing employment you must, in accordance with the company’s Conflicts of Interest Policy, disclose any Close Personal Relationship you have with any company employee if: (1) one of the two of you would be in the

reporting line of the other; (2) one of you would act as the other’s supervisor, manager or lead, whether or not the two of you would share a formal reporting line; (3) one of you is in a Corporate gatekeeping function (e.g., Legal, Compliance, Finance, Internal Audit, Human Resources, Trade Compliance); or (4) one of you is on the Leadership Team or otherwise is or would be in a Senior Vice President or higher role. You must also disclose to Human Resources any such Close Personal Relationship with a leased staff person assigned to work for Zimmer Biomet or with a Zimmer Biomet contractor.

You must also disclose any Close Personal Relationship² or other potential conflict (e.g., a non-Zimmer Biomet business relationship) that you have with any Healthcare Professionals³ or other Public Officials,⁴ or any other potential conflicts (e.g., ownership or investment in a Zimmer Biomet supplier or business partner) that might interfere or appear to interfere with your employment for Zimmer Biomet. Human Resources and/or Compliance will determine whether the disclosed relationship poses an actual or potential conflict of interest, and if so, what will be done to address the conflict.

²  A “Close Personal Relationship” is defined as a parent, sibling, child, grandparent, or grandchild, whether by birth or adoption; a similar step- and half- relative or in-law; a spouse or domestic partner; or an individual with whom the Team Member is involved in a romantic and/or sexual relationship.

³  A “Healthcare Professional” is defined as an individual, entity, or employee of such entity, within the continuum of care of a patient, which may purchase, lease, recommend, use, prescribe, or arrange for the purchase or lease of Zimmer Biomet products and services

⁴  A “Public Official” is defined as any officer, agent, or employee or any person acting for or on behalf of: (1) a government, including any legislative, administrative, or judiciary branch of such government; (2) any department, agency, or instrumentality of a government, including wholly or majority state-owned or controlled enterprises; (3) any public international organization, such as the United Nations or World Health Organization; (4) a political party (including the political party itself); or (5) any candidate for political office.

Please note that Zimmer Biomet reserves the right to revise, supplement, or rescind from time to time and as it deems appropriate any policies or plans referenced in this letter or applicable to your employment. By signing below, you agree that this offer letter constitutes the entire understanding and agreement between the company and you with respect to this offer and supersedes all prior and simultaneous verbal or written agreements, understandings or communications regarding this offer.

We are very excited to have you join us and are looking forward to your acceptance. Please sign your acceptance of this offer below and return to me by April 11, 2022 or the offer is void. By signing this letter below and accepting our conditional offer of employment, you are representing that you desire to become employed by the company under the terms described in this letter.

Your new hire paperwork will be sent with your restrictive covenant agreement and should be completed as soon as possible. Additionally, your offer package supplemental materials can be found on our “Welcome to Zimmer Biomet” website.

We believe that you will make a valuable contribution and will find your career with Zimmer Biomet challenging and rewarding. Should you have any questions, please contact me or Monica Sullivan.

Sincerely,

/s/ Suky Upadhyay                                

Suky Upadhyay

Executive Vice President, Chief Financial Officer

Zimmer Biomet Holdings, Inc.

I hereby accept this offer of employment as outlined above:

/s/ Paul Stellato	April 8, 2022
Paul Stellato	Date
Paul Stellato
Printed Name

EX-10.4

Exhibit 10.4

CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION

AND NON-SOLICITATION AGREEMENT

This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”) is made by and between Zimmer, Inc., a corporation having its principal headquarters in Warsaw, Indiana, and ________________ (“Employee”).

Recitals

A. For purposes of this Agreement, the term “Company” means Zimmer, Inc., Zimmer US, Inc. and/or any or each of their affiliates, parents, or direct or indirect subsidiaries (including but not limited to Biomet, Inc. and its affiliates, parents or direct or indirect subsidiaries), as well as any successor-in-interest to Zimmer, Inc., Zimmer US, Inc., and/or to any of their direct or indirect subsidiaries, affiliates, or parents.

B. Employee is employed or is being employed by Company in an executive and/or high-level managerial capacity in which Employee has or will have extensive access Confidential Information of Company, and/or is being offered certain equity incentives.

C. Company has offered Employee employment and/or other valuable consideration, which may include without limitation such consideration as a job promotion, an increase in compensation, and/or an equity award, contingent upon Employee’s entering into this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals, the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Employee agree to be legally bound as follows:

1. Acknowledgements. Employee acknowledges that Company is engaged in the highly competitive business of the development, manufacture, distribution, and sale of orthopedic- and musculoskeletal-related medical and surgical devices, products, applications, and services, including, but not limited to, the following product categories: hip, knee, trauma, extremities, craniomaxillofacial, thoracic, dental, spine, bone healing, vascular compression, bone cement, surgical (including MIS solutions), sports medicine, robotics, wearable technology, orthopedic diagnostic (including unique diagnostic products developed for or by Company) and/or biologics. Employee serves or will serve in an executive and/or high-level managerial capacity for Company and in that capacity Employee has and/or will have access to and has and/or will gain knowledge of substantial Confidential Information of Company across one or more of the Company’s product categories.

2. Non-Disclosure and Ownership of Confidential Information. Employee acknowledges that Confidential Information is a valuable, special, and unique asset of Company, and solely the property of Company, and agrees to the following; provided, however, that this Agreement does not, in any manner, prevent employees from filing a complaint with, providing information to, or participating in an investigation conducted by, the Securities and Exchange Commission, the United States Equal Opportunity Commission or any other governmental or law enforcement agency.

(a) Confidential Information Defined. The term “Confidential Information” includes, but is not limited to, any and all of Company’s trade secrets, confidential and proprietary information, and all other information and data of Company that is not generally known to the public or other third parties who could derive economic value from its use or disclosure. Confidential Information includes, without limitation, technical information such as product specifications, compounds, formulas, improvements, discoveries, developments, designs, inventions, techniques, new products and surgical training methods, and research and development information; confidential business methods and processes; business plans and strategies; marketing plans and strategies; non-public financial information including budgets, sales data, sales forecasts, sales quotas, and information regarding profits or losses; office optimization and logistics information; information pertaining to current and prospective customers; information pertaining to distributors and sales channel structures; pricing information; discount schedules; costing information; personnel information; compensation structure, schedules and plans; and information about current and prospective products or services, whether or not reduced to writing or other tangible medium of expression, including work product created by Employee in rendering services for Company.

(b) Non-Disclosure of Confidential Information. During Employee’s employment with Company and thereafter, Employee will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than (i) disclosure to authorized employees and agents of Company who are bound to maintain the confidentiality of the Confidential Information; (ii) for authorized purposes during the course of Employee’s employment in furtherance of Company’s business; and/or (iii) as specifically allowed or required under applicable law. Employee’s non-disclosure obligations shall continue as long as the Confidential Information remains confidential and shall not apply to information that becomes generally known to the public through no fault or action of Employee. The Federal Defend Trade Secrets Act provides that individuals may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and the individual does not disclose the trade secret except pursuant to a court order.

(c) Protection of Confidential Information. Employee will notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Employee will use Employee’s best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Employee will implement and abide by all procedures adopted by Company to prevent unauthorized disclosure, transfer, or use of Confidential Information. Notwithstanding the above requirements, nothing in this Agreement shall restrict Employee’s right to make disclosures specifically allowed or required under applicable law.

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3. Intellectual Property.

(a) Invention Defined. The term “Invention” includes, but is not limited to ideas, programs, processes, systems, intellectual property, discoveries, and/or improvements which Employee discovers, invents, originates, develops, makes, or conceives alone or in conjunction with others which relate to Company’s present or future business during Employee’s employment with Company and/or within six (6) months after Employee’s employment ends. An Invention is covered by this Agreement regardless of whether (i) Employee conceived of the Invention in the scope of Employee’s employment; (ii) the Invention is patentable; or (iii) Company takes any action to commercialize or develop the Invention.

(b) Ownership of Inventions. Inventions are solely the property of Company. Employee agrees that by operation of law and/or the effect of this Agreement, Employee does not have any rights, title, or interest in any Inventions. Notwithstanding, Employee may be recognized as the inventor of an Invention without retaining any other rights associated therewith.

(c) Disclosure and Assignment of Inventions. Employee hereby assigns to Company all right, title and interest Employee may have in any Inventions. Employee agrees to: (i) promptly disclose all such Inventions in writing to Company; (ii) keep complete and accurate records of all such Inventions, which records shall be Company property and shall be retained on Company premises; and (iii) execute such documents and do such other acts as may be necessary in the opinion of Company to establish and preserve Company’s property rights in all such Inventions. This section shall not apply to any Invention for which no equipment, supplies, facility, or Confidential Information of Company was used and which was developed entirely on Employee’s own time, and (1) which does not relate (a) directly to the business of Company or (b) to Company’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by Employee for Company.

(d) Works of Authorship. All written, graphic or recorded material and all other works of authorship fixed in a tangible medium of expression (including but not limited to computer software) made or created by Employee, solely or jointly with others, during Employee’s employment with Company and relating to Company’s business, actual or contemplated, shall be the exclusive property of Company (collectively “Works”). Company will have the exclusive right to copyright such Works. Employee agrees that if any Work created by Employee while employed by Company, whether or not created at the direction of Company, is copyrightable, such Work will be a “work made for hire,” as that term is defined in the copyright laws of the United States. If, for any reason, any copyrightable Works created by Employee are excluded from that definition, Employee hereby assigns and conveys to Company all right, title, and interest (including any copyright and renewals) in such Works.

(e) Attribution and Use of Works and Inventions; Waiver of Assertion of “Moral” Rights in Inventions and Works. Employee agrees that Company and its licensees are not required to designate Employee as author, inventor, or developer of any Works or Inventions when distributed or otherwise. Employee hereby waives, and agrees not to assert, any “moral” rights in any Inventions and Works. Employee agrees that Company and its licensees shall have sole discretion with regard to how and for what purposes any Inventions or Works are used or distributed.

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(f) Employee Cooperation in Establishment of Company Proprietary Rights. Employee will sign documents of assignment, declarations, and other documents and take all other actions reasonably required by Company, at Company’s expense, to perfect and enforce any of its proprietary rights. In the event Company is unable, for any reason whatsoever, to secure Employee’s signature to any lawful or necessary documents required to apply for, prosecute, perfect, or assign any United States or foreign application for Letters Patent, trademark, copyright registration, or other filing to protect any Invention or Work, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and on Employee’s behalf, to execute and file any such application, registration, or other filing, and to do all other lawfully permitted acts to further the prosecution, issuance, or assignment of Letters Patent or other protections on such Inventions, or registrations for trademark or copyright or other protections on such Works, with the same force and effect as if executed by Employee.

4. Return of Confidential Information and Company Property. Immediately upon termination of Employee’s employment with Company, Employee shall return to Company all of Company’s property relating to Company’s business, including without limitation all of Company’s property which is in the possession, custody, or control of Employee such as Confidential Information, documents, hard copy files, copies of documents and electronic information/files, and equipment (e.g., computers and mobile phones).

5. Obligations to Other Entities or Persons. Employee warrants that Employee is not bound by the terms of a confidentiality agreement or any other legal obligation which would either preclude or limit Employee from disclosing or using any of Employee’s ideas, inventions, discoveries or other information or otherwise fulfilling Employee’s obligations to Company. While employed by Company, Employee shall not disclose or use any confidential information belonging to another entity or other person.

6. Conflict of Interest and Duty of Loyalty. During Employee’s employment with Company, Employee shall not engage, directly or indirectly, in any activity, employment or business venture, whether or not for remuneration, that (i) is competitive with Company’s business; (ii) deprives or potentially could deprive Company of any business opportunity; (iii) conflicts or potentially could conflict with Company’s business interests; or (iv) is otherwise detrimental to Company, including but not limited to preparations to engage in any of the foregoing activities.

7. Restrictive Covenants.

(a) Definitions.

(1) “Competing Product” is defined as any implant, device, or medical product, instrument, supply, process, application, or service that is the same as, related to, or similar to any product, process, application, or service that Company is researching, developing, manufacturing, distributing, selling, and/or providing at the time of Employee’s separation from employment with Company, including, but not limited to, the following Company product categories: hip, knee, trauma, extremities, craniomaxillofacial, thoracic, biologics, surgical (including MIS solutions), sports medicine, bone healing, bone cement, orthopedic diagnostic, robotics, wearable technology, spine and/or dental.

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(2) “Competing Organization” is defined as any organization that researches, develops, manufactures, markets, distributes and/or sells one or more Competing Products. A Competing Organization is diversified if it operates multiple, independently operating business divisions, units, lines or segments some of which do not research, develop, manufacture, market, distribute, and/or sell any Competing Products.

(3) “Prohibited Capacity” is defined as (i) any same or similar capacity to that held by Employee at any time during Employee’s last two (2) years of employment with Company; (ii) any executive or managerial capacity; and/or (iii) any capacity in which Employee’s knowledge of Confidential Information and/or Inventions would render Employee’s assistance to a Competing Organization a competitive advantage.

(4) “Restricted Geographic Area” is defined as all countries, states, parishes or counties, municipalities, and territories in which Company is doing business or is selling its products at the time of Employee’s separation from employment with Company, including but not limited to every parish and municipality in the state of Louisiana. Employee acknowledges that this geographic scope is reasonable given Employee’s position with Company, the international scope of Company’s business, and the fact that Employee could compete with Company from anywhere Company does business.

(5) “Restricted Period” is defined as the date Employee executes this Agreement, continuing eighteen (18) months after the Employee’s last day of employment with Company unless otherwise extended by Employee’s breach of this Agreement. The running time on the Restricted Period shall be suspended during any period in which Employee is in violation of any of the restrictive covenants set forth herein, and all restrictions shall automatically be extended by the period Employee was in violation of any such restrictions.

(6) “Customer” is defined as any person or entity to whom or which Company sold or provided any products and/or services during the last two (2) years of Employee’s employment with the Company.

(7) “Active Prospect” is defined as any person or entity that Company individually and specifically marketed to and/or held discussions with regarding the research, development, manufacture, distribution, and/or sale of any Company products, processes, applications, or services at any time during the last six (6) months of Employee’s employment with Company.

(8) “Severance Benefit Period” is the period of time represented by the total amount of any severance benefit offered to Employee (whether or not actually paid). By way of illustration, if Employee were offered a lump-sum severance benefit equivalent to ten (10) weeks of Employee’s final base pay upon termination of his or her employment with the Company, Employee’s Severance Benefit Period would be 10 weeks, whether or not Employee actually fulfilled all requirements of receiving, and did receive, any portion of the severance benefit.

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(b) Restrictive Covenants. During the Restricted Period, Employee agrees to be bound by each of the following independent and divisible restrictions:

(1) Covenant Not to Compete.

(A) Employee will not, within the Restricted Geographic Area, directly or indirectly, be employed by, work for, consult with, provide services to, or lend assistance to any Competing Organization in a Prohibited Capacity.

(B) Employee may be employed by, work for, consult with, provide services to, or lend assistance to a Competing Organization provided that: (i) the Competing Organization’s business is diversified; (ii) the part of the Competing Organization’s diversified business with which Employee will be affiliated would not, evaluated on a stand-alone basis, be a Competing Organization; (iii) Employee’s affiliation with the Competing Organization does not involve any Competing Products; (iv) Employee provides Company a written description of Employee’s anticipated activities on behalf of the Competing Organization which includes, without limitation, an assurance satisfactory to Company that Employee’s affiliation with the Competing Organization does not constitute a Prohibited Capacity; and (v) Employee’s affiliation with the Competing Organization does not constitute a competitive disadvantage to Company.

(C) If Employee, during the twelve (12) months preceding the last day of employment with Company, served in a product-specific role, “Competing Product” shall be limited to those products with which Employee worked or about which Employee possessed Confidential Information (e.g. hip, knee, trauma) during any part of the twenty-four (24) month period preceding the Employee’s last day of employment with Company.

(2) Covenant Not to Solicit Customers or Active Prospects. Employee will not, directly or indirectly, (i) provide, sell, or market; (ii) attempt to provide, sell, or market; or (iii) assist any person or entity in the provision, sale, or marketing of any Competing Products to any Customers or Active Prospects located in the Restricted Geographic Area.

(3) Covenant Not to Interfere with Business Relationships. Employee will not, within the Restricted Geographic Area, urge, induce, or seek to induce any of Company’s independent contractors, subcontractors, distributors, brokers, consultants, sales representatives, customers, vendors, suppliers, or any other person or entity with whom Company has a business relationship at the time of Employee’s separation from Company employment to terminate its or their relationship with, or representation of, Company or to cancel, withdraw, reduce, limit, or in any manner modify any such person’s or entity’s business with, or representation of, Company

(4) Covenant Not to Solicit Company Employees. Employee will not employ, solicit for employment, or advise any other person or entity to employ or solicit for employment, any individual (1) who is employed by Company at the time of Employee’s separation from Company and (2) who has access to or possession of any Confidential Information that would give a Competing Organization an unfair advantage or otherwise directly or indirectly induce or entice any such individual to terminate his/her employment with Company.

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(5) Covenant Not to Disparage Company. Employee will not make or publish any disparaging or derogatory statements about Company; about Company’s products, processes, applications, or services; or about Company’s past, present, or future officers, directors, employees, attorneys and agents. Disparaging or derogatory statements include, but are not limited to, negative statements regarding Company’s business or other practices; provided, however, nothing herein shall prohibit Employee from providing any information as may be compelled by law or legal process.

8. Reasonableness of Terms. Employee acknowledges and agrees that the restrictive covenants contained in this Agreement restrict Employee from engaging in activities for a competitive purpose and are reasonably necessary to protect Company’s legitimate interests in Confidential Information, Inventions, and goodwill. Additionally, Employee acknowledges and agrees that the restrictive covenants are reasonable in all respects, including, but not limited to, temporal duration, scope of prohibited activities, and geographic area. Employee further acknowledges and agrees that the restrictive covenants set forth in this Agreement will not pose unreasonable hardship on Employee and that Employee will have a reasonable opportunity to earn an equivalent livelihood without violating any provision of this Agreement.

9. Non-Competition Period Payments.

(a) Eligibility and Amount. In the event of Employee’s involuntary separation from employment with the Company for a reason that renders Employee eligible for benefits under the terms of the Company’s Severance Plan, then to the extent Employee is denied, solely because of the restrictive covenant provisions of Section 7 of this Agreement, a specific full-time or part-time employment, consulting, or other position that would otherwise be offered to Employee by a Competing Organization, and provided Employee satisfies all conditions stated herein, then upon expiration of the Severance Benefit Period, Company will make monthly payments to Employee for each month Employee remains unemployed through the end of the Restricted Period. These monthly payments shall equal the lesser of Employee’s monthly base pay at the time of Employee’s separation from Company employment (exclusive of bonus and other extra compensation and any other employee benefits) or the monthly compensation that would have been offered to Employee by the Competing Organization. This Section will not apply if Employee leaves employment with the Company voluntarily or if Company terminates Employee’s employment for a reason or reasons that render Employee ineligible for benefits under terms of the Company’s Severance Plan.

(b) Verification of Eligibility for Non-Competition Period Payments. To qualify for payments under this Section, Employee must provide Company detailed written documentation supporting eligibility for payment, including, at a minimum, (i) the name and location of the Competing Organization that would have employed Employee but for the provisions of Section 7 of this Agreement, (ii) the title, nature, and detailed job responsibilities of the employment position with the Competing Organization that Employee was denied, (iii) the date Employee was denied the employment position, and (iv) the name and contact information of a managerial employee at the Competing Organization who has sufficient authority to confirm that Employee was denied this specific employment position with the Competing Organization solely because Employee is subject to the provisions of Section 7 of this Agreement (“Eligibility Documentation”). Upon receipt of the Eligibility Documentation, Company will determine eligibility for payment and, if eligibility is established, payments will commence as of the date of Company’s receipt of the Eligibility Documentation or the date the Severance Benefit Period ends, whichever is later.

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(c) Obligation to Pursue Replacement Employment and Verification of Continued Eligibility for Non-Competition Period Payments. Employee is obligated to diligently seek and pursue replacement employment that does not violate Section 7 of this Agreement (“Replacement Employment”) during any period in which Employee seeks and/or accepts payment from Company under this Section. After eligibility for non-competition period payments is established, Employee will, on or before the 15^th day of each month of eligibility for continued payments, submit to Company a written statement (i) identifying by name and address all prospective employers with whom Employee has applied or inquired about employment; (ii) identifying positions sought or applied for with each listed employer and specific actions taken in seeking each position; (iii) describing all other efforts made to obtain Replacement Employment; and (iv) describing any offers of employment received, including the name of the employer; the nature, title, and compensation terms of the position offered; whether the offer has been accepted and if so the actual or anticipated start date; and if the offer was declined, the reason(s) for declining.

(d) Effect of Replacement Employment on Non-Competition Period Payments. If Employee is denied a specific employment, consulting or other such position with a Competing Organization solely because of the restrictive covenant provisions of Section 7 of this Agreement but obtains Replacement Employment for compensation, and the monthly compensation (including base pay, commissions, incentive compensation, bonuses, fees and other compensation) for the Replacement Employment is less than Employee’s monthly base pay as was in effect at the time of the termination of Employee’s employment with the Company, Company agrees to pay Employee the difference for each such month through the end of the Restricted Period, again upon expiration of Employee’s Severance Benefit Period and provided Employee satisfies all conditions stated herein. Employee shall submit to Company payroll records and/or any other records reasonably requested by Company showing all compensation received by Employee from the Replacement Employment as a condition of Company’s payment of Non-Competition Period Payments covering any period of time when Employee performs work for compensation.

(e) Company’s Right to Provide Release of Obligations in Lieu of Non-Competition Period Payments. Notwithstanding any of the foregoing provisions of this Section, Company reserves the right to release Employee from Employee’s obligations under Section 7 of this Agreement at any time during the Restricted Period, in full or in sufficient part to allow Employee to accept an opportunity that would otherwise be prohibited under this Agreement, at which time Company’s payment obligations under this Section shall cease immediately and Employee shall not be entitled to any further such payments or compensation.

10. Severability, Modification of Restrictions. The covenants and restrictions in this Agreement are separate and divisible, and to the extent any covenant, provision, or clause of this Agreement is determined to be unenforceable or invalid for any reason, Company and Employee acknowledge and agree that such unenforceability or invalidity shall not affect the enforceability or validity of the remainder of the Agreement. If any particular covenant,

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provision, or clause of this Agreement is determined to be unreasonable or unenforceable for any reason, including, without limitation, temporal duration, scope of prohibited activity, and/or scope of geographic area, Company and Employee acknowledge and agree that such covenant, provision, or clause shall automatically be deemed reformed to have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so reformed to whatever extent would be reasonable and enforceable under applicable law. The parties agree that any court interpreting the provisions of this Agreement shall have the authority, if necessary, to reform any such provision to make it enforceable under applicable law.

11. Remedies. Employee acknowledges that a breach or threatened breach by Employee of this Agreement will give rise to irreparable injury to Company and that money damages will not be adequate relief for such injury. Accordingly, Employee agrees that Company shall be entitled to obtain injunctive relief, including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions, without having to post any bond or other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which may be available. In addition to all other relief to which it shall be entitled, Company shall be entitled to cease all payments to which Employee would otherwise be entitled under Section 9 hereto; continue to enforce this Agreement; recover from Employee all payments made under Section 9 to the extent attributable to a time during which Employee was in violation of the covenants for which payment was made; and recover from Employee all litigation costs and attorneys’ fees incurred by Company in any action or proceeding relating to this Agreement in which Company prevails in any respect, including, but not limited to, any action or proceeding in which Company seeks enforcement of this Agreement or seeks relief from Employee’s violation of this Agreement.

12. Survival of Obligations. Employee acknowledges and agrees that Employee’s obligations under this Agreement, including, without limitation, Employee’s non-disclosure and non-competition obligations, shall survive the termination of Employee’s employment with Company, whether such termination is with or without cause and whether it is voluntary or involuntary. Employee acknowledges and agrees that nothing in this Agreement alters the at-will nature of Employee’s employment and that either Company or Employee may terminate the employment relationship at any time, with or without cause or notice. Employee further acknowledges and agrees that: (a) Employee’s non-disclosure, non-disparagement, non-solicitation, and non-competition covenants set forth in Sections 2 and 7 of this Agreement shall be construed as independent covenants and that no breach of any contractual or legal duty by Company shall be held sufficient to excuse or terminate Employee’s obligations or to preclude Company from obtaining injunctive relief or other remedies for Employee’s violation or threatened violation of such covenants, and (b) the existence of any claim or cause of action by Employee against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to Company’s enforcement of Employee’s obligations under Sections 2 and 7 of this Agreement.

13. Governing Law and Choice of Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of Indiana, notwithstanding any state’s choice-of-law rules to the contrary. The parties agree that this Agreement is deemed to have been entered into in the State of Indiana and the State of Indiana has a material interest in the consistent enforcement of Company’s agreements. Accordingly, the parties agree that any legal

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action relating to this Agreement shall be commenced and maintained exclusively before the United States District Court for the Northern District of Indiana if jurisdiction permits, or otherwise before any appropriate state court located in Kosciusko County, Indiana. The parties hereby submit to the jurisdiction of such courts and waive any right to challenge or otherwise object to personal jurisdiction or venue, in any action commenced or maintained in such courts. Language translations aside, the English version shall govern.

14. Enforcement. The parties agree that Zimmer, Inc., Zimmer US, Inc. and/or any or each of their affiliates, parents, or direct or indirect subsidiaries (including but not limited to Biomet, Inc. and its direct or indirect subsidiaries), as well as any successor-in-interest to Zimmer, Inc., Zimmer US, Inc. and/or to any of their direct or indirect subsidiaries, affiliates, or parents are express and intended parties to and beneficiaries of this Agreement, with full rights to enforce this Agreement independently or in conjunction with each other.

15. Washington and Massachusetts Employees. Certain terms of this Agreement shall be modified for Washington and Massachusetts-based employees as set forth in Addendum A and Addendum B to this Agreement.

16. Successors and Assigns. Company shall have the right to assign this Agreement, and, accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Company, including without limitation by asset assignment, stock sale, merger, consolidation or other corporate reorganization, and shall be binding on Employee. The services to be provided by Employee to Company are personal to Employee, and Employee shall not have the right to assign Employee’s duties under this Agreement.

17. Modification. This Agreement may not be amended, supplemented, or modified except by a written document signed by both Employee and a duly authorized officer of Company.

18. No Waiver. The failure of Company to insist in any one or more instances upon performance of any provision of this Agreement or to pursue its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which when taken together will constitute one and the same agreement.

20. Entire Agreement. This Agreement, including Recitals, constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein. Notwithstanding the foregoing, to the extent the employee has an existing non-competition, confidentiality, and/or non-solicitation agreement in favor of Company and has breached or violated the terms thereof, Company may continue to enforce its rights and remedies under and pursuant to such existing agreement.

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Employee’s signature below indicates that Employee has read the entire Agreement, understands what Employee is signing, and is signing the Agreement voluntarily. Employee has the right to consult with counsel prior to signing this Agreement, and agrees that Company advised Employee to consult with an attorney prior to signing the Agreement.

“EMPLOYEE”

(Employee Signature)

Printed Name:                                                              

Date:                                                                          

“COMPANY”

By:

Printed Name:

Title:

Date:

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Addendum A – Washington Employees

This Addendum applies only to Company employees who are entitled to the protections of Chapter 49.62 of the Revised Code of Washington. For such employees:

(a) Section 13 of this Agreement is deleted in its entirety.

(b) The Covenant Not to Compete in Section 7(b)(1) of this Agreement is deleted in its entirety unless Employee’s earnings from Company, when annualized, exceed one hundred thousand dollars per year, as adjusted for inflation pursuant to the Revised Code of Washington §§ 49.62.020 and 49.62.040. If Employee’s earnings from Company exceed that amount, Section 7(b)(1) of this Agreement remains effective.

(c) If Employee’s earnings from Company, when annualized, do not exceed one hundred thousand dollars per year at the time this Agreement is signed (as adjusted for inflation pursuant to Revised Code of Washington §§ 49.62.020 and 49.62.040), but at a later date Employee’s compensation is changed to exceed such amount, then Section 7(b)(1) of this Agreement shall become effective against Employee at the time such compensation change becomes effective. Employee acknowledges and understands that Section 7(b)(1) of this Agreement may become enforceable against Employee in the future upon the occurrence of such an event.

(d) Section 9 of this Agreement is deleted in its entirety and replaced with the following:

9. Garden Leave Payments.

(a) In the event Employee is terminated from Company as a result of a layoff and Company seeks to enforce the Covenant Not to Compete in Section 7(b)(1), for each month that Employer seeks to enforce, Employee is entitled to receive monthly payments from Company in an amount equal to Employee’s monthly base salary (exclusive of bonus and other employee benefits) at the time of termination, less any compensation received through other subsequent employment (“Garden Leave Payments”), during the Restricted Period.

(b) If, as a result of Employee’s layoff from the Company, Employee is eligible for severance benefits under the Company’s Severance Plan, Employee shall only be entitled to Garden Leave Payments at the end of the Severance Benefit Period (expressed in number of weeks/months). However, if Employee’s severance pay is less than Garden Leave Payments, then Employee would be entitled to receive the difference paid monthly until the expiration of the Severance Benefit Period.

(c) Upon expiration of the Severance Benefit Period, Employee shall be entitled to receive Garden Leave Payments if eligible for the remainder of the Restricted Period.

(d) Notwithstanding the foregoing provisions in this Section, Company reserves the right to release Employee from Employee’s obligations under Section 7(b)(1) of this Agreement at any time during the Restricted Period, at which time Company’s obligation to make Garden Leave Payments shall cease immediately and Employee shall not be entitled to any further payments or compensation.

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Addendum B – Massachusetts Employees

This Addendum applies only to Company employees who are entitled to the protections of the Massachusetts Noncompetition Agreement Act, Mass. Gen. Laws Chap. 149, § 24L. For such employees:

(a) The definition of “Restricted Period” as set forth in Section 7(a)(5) shall be modified as follows: “Restricted Period” is defined as the date Employee executes this Agreement, continuing twelve (12) months after the Employee’s last day of employment with Company unless otherwise extended by Employee’s breach of this Agreement. The running time on the Restricted Period shall be suspended during any period in which Employee is in violation of any of the restrictive covenants set forth herein, and all restrictions shall automatically be extended by the period Employee was in violation of any such restrictions.

(b) Section 9 of the Agreement is deleted in its entirety and replaced as follows:

9. Non-Competition Period Payments.

(a) Eligibility and Amount. Subject to the limitations set forth below, in the event of Employee’s separation from employment with the Company, Company will make monthly payments to Employee through the end of the Restricted Period. These monthly payments shall equal 50 percent of Employee’s highest annualized base salary paid by Company within the 2 years preceding Employee’s separation from Company, divided on a monthly pro rata basis for the duration of the Restricted Period (i.e., 1/12 of said amount each month for a 12-month Restricted Period) (“Non-Competition Period Payments”).

If, as a result of Employee’s involuntary termination from the Company, Employee is eligible for severance benefits under the Company’s Severance Plan, Employee shall only be entitled to Non-Competition Period Payments at the expiration of the Severance Benefit Period (expressed in number of weeks/months). However, if Employee’s severance pay is less than the Non-Competition Period Payment, then Employee would be entitled to receive the difference paid monthly until the expiration of the Severance Benefit Period.

(b) Loss of Eligibility. Company is not required to make Non-Competition Period Payments if Employee breaches the Agreement, breaches his or her fiduciary duties to Company, and/or unlawfully takes, physically or electronically, property belonging to Company. In the event that Employee breaches this Agreement and is not eligible to receive Non-Competition Period Payments, Company may still enforce Employee’s post-termination restrictions set forth in Section 7 of the Agreement.

(c) Company’s Right to Provide Release of Obligation in Lieu of Non-Competition Period Payments. Notwithstanding any of the foregoing provisions of this Section, Company reserves the right to release Employee from Employee’s obligations under Section 7(b)(1) of this Agreement at any time during the Restricted Period, at which time Company’s payment obligations under this Section shall cease immediately and Employee shall not be entitled to any further such payments or compensation.

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EX-99.1

Exhibit 99.1

345 E. Main St.

Warsaw, IN 46580

www.zimmerbiomet.com

Media	Investors
Meredith Weissman	Keri Mattox
703-346-3127	215-275-2431
meredith.weissman@zimmerbiomet.com	keri.mattox@zimmerbiomet.com
	Ezgi Yagci 617-549-2443 ezgi.yagci@zimmerbiomet.com

Zimmer Biomet Announces Appointment of

New Chief Accounting Officer

Paul Stellato Joins Zimmer Biomet as

Vice President, Controller and Chief Accounting Officer

(WARSAW, IN) May 16, 2022—Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today announced the appointment of Paul Stellato as Vice President, Controller and Chief Accounting Officer. Prior to joining Zimmer Biomet, Mr. Stellato served as Vice President, Finance, Global Business Services at Xylem Inc.

“With more than two decades of experience and a demonstrated track record of success in all areas of financial services, Paul will be a great addition to our leadership team in his new role,” said Suky Upadhyay, Executive Vice President and Chief Financial Officer of Zimmer Biomet. “His experience and expertise in key finance areas including controllership, FP&A, investor relations and internal audit will be extremely valuable as we continue to drive our business forward.”

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Prior to his most recent role at Xylem Inc., Mr. Stellato served as the company’s Vice President, Controller and Chief Accounting Officer and as Vice President Finance, Financial Planning and Analysis. Previously, he spent eight years at ITT Corporation, where he held various roles of increasing responsibility in the finance organization, including General Auditor and Manager, Investor Relations. Mr. Stellato spent the early part of his career in public accounting with both Andersen and Ernst & Young. He holds a Bachelor of Science degree in Accountancy from Villanova University and an MBA in finance from NYU Stern School of Business. He is also a Certified Public Accountant.

About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and

2

service offerings, including new product launches and potential clinical successes. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this news release.

ZBH-Fin

###

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Document And Entity Information [Line Items]
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Document Type	8-K
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Entity Tax Identification Number	13-4151777
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