-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7UHJSupPR0dN14Hm76xoWxM2vyPk7DrgVVj4TJK96wH6XH7vr5zvOiUZZly4uBr GdmJoBipMqmWJBH/egqokQ== 0000911916-10-000033.txt : 20100216 0000911916-10-000033.hdr.sgml : 20100215 20100216170123 ACCESSION NUMBER: 0000911916-10-000033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100211 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCaulley Jeffery A CENTRAL INDEX KEY: 0001452293 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 10609233 MAIL ADDRESS: STREET 1: C/O ZIMMER, INC. STREET 2: PO BOX 708 CITY: WARSAW STATE: IN ZIP: 46580 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER HOLDINGS INC CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 5742676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2010-02-11 0001136869 ZIMMER HOLDINGS INC ZMH 0001452293 McCaulley Jeffery A C/O ZIMMER, INC. P. O. BOX 708 WARSAW IN 46580 0 1 0 0 Pres - Zimmer Reconstructive Restricted Stock Units 2010-02-11 4 A 0 12571 0 A Common 12571 12571 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Holdings, Inc. common stock. On February 17, 2009, the reporting person was granted performance-based RSUs, with the number of RSUs earned to be determined based on the extent to which certain performance conditions were met for 2009. As determined on February 11, 2010, based on the Company's actual performance for 2009, the reporting person earned 12,571 RSUs. The earned RSUs vest as follows: 4,191 vest on February 17, 2011; 4,191 vest on February 17, 2012; and 4,189 vest on February 17, 2013. Heather J. Kidwell, Attorney-in-Fact for Jeffery A. McCaulley (power of attorney attached) 2010-02-16 EX-24 2 poa-mccaulley.htm POWER OF ATTORNEY - JEFFERY A. MCCAULLEY Unassociated Document
POWER OF ATTORNEY

For Executing Forms 3, 4, 5 and 144

The undersigned hereby constitutes and appoints each of Chad F. Phipps, Heather J. Kidwell and Bill P. Fisher, signing singly, as his true and lawful attorney-in-fact, for such period of time that the undersigned is required to file reports pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), due to his affiliation with Zimmer Holdings, Inc., a Delaware corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, to:
 
1)  
execute for and on behalf of the undersigned Forms 3, 4, 5 and 144 and any amendments to previously filed forms in accordance with Section 16(a) of the Exchange Act or Rule 144 of the Securities Act and the rules thereunder;
 
2)  
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4, 5 and 144 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority as required by law; and
 
3)  
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144 of the Securities Act.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of January, 2010.
 


                             / s/ Jeffery A. McCaulley                                                                                 
                            Jeffery A. McCaulley



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