Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
• 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 thatMr. Stellato will forfeit upon leaving his current employer to joinZimmer Biomet ;Mr. Stellato must repay toZimmer 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 thatMr. Stellato will forfeit upon leaving his current employer to joinZimmer 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 beJune 1, 2022 , subject to continued employment; • severance benefits upon a change in control of the Company and an involuntary termination ofMr. 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 betweenMr. Stellato and the Company in the form filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K filedFebruary 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 filedMarch 29, 2022 under "Executive Compensation - Potential Payments upon Termination of Employment - Change in Control Arrangements"; and
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• severance benefits in the event of involuntary termination without cause as a participant under theRestated Zimmer Biomet Holdings, Inc. Executive Severance Plan, which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filedAugust 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 filedMarch 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,
There are no arrangements or understandings between
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on
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.
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