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 1, 2006

ZIMMER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
incorporation) 001-16407
(Commission
File Number) 13-4151777
(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):

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

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

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

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

TABLE OF CONTENTS

Second Amendment of Benefit Equalization Plan

Item 1.01 Entry into a Material Definitive Agreement.

Stockholder Approval of 2006 Stock Incentive Plan

          At the 2006 Annual Meeting of Stockholders of Zimmer Holdings, Inc. (the “Company”) held on May 1, 2006, the Company’s stockholders voted to approve the Zimmer Holdings, Inc. 2006 Stock Incentive Plan (the “2006 Plan”). The 2006 Plan was adopted by the Company’s Board of Directors on February 17, 2006, subject to stockholder approval, and became effective with such stockholder approval on May 1, 2006.

          The 2006 Plan will replace the Zimmer Holdings, Inc. 2001 Stock Incentive Plan, as amended (the “2001 Plan”), which by its terms will expire on August 5, 2006. Similar to the 2001 Plan, the 2006 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to officers and key employees of the Company. With the approval by the Company’s stockholders of the 2006 Plan, no further grants will be made under the 2001 Plan.

          The foregoing description of the 2006 Plan is not complete and is qualified in its entirety by reference to the full text of the 2006 Plan, which was filed as Appendix C to the Company’s Definitive Proxy Statement for its 2006 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on March 22, 2006, and is incorporated herein by reference.

Second Amendment of Benefit Equalization Plan

          On May 1, 2006, the Compensation and Management Development Committee of the Board of Directors of the Company approved the Second Amendment (the “Second Amendment”) to the Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliate Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan (the “BEP”).

          The Second Amendment provides Mr. Jon E. Kramer, President, U.S. Sales of the Company, with an additional 7.82 years of service under the BEP to reflect his prior service with Implex Corp. (now known as Zimmer Trabecular Metal Technology, Inc.), which the Company acquired in April 2004. Mr. Kramer’s existing years of credited service are 5.44 years. Mr. Kramer would qualify for this enhanced nonqualified pension benefit upon the earlier to occur of (i) December 31, 2008; (ii) his total disability; (iii) his death; or (iv) his entitlement to benefits under the Change of Control Agreement between Mr. Kramer and the Company. If the Company terminates Mr. Kramer prior to December 31, 2008, without cause, he is also eligible for the enhanced benefit on a prorated basis. In addition, the Second Amendment eliminates the Rule of 70 benefit from the BEP.

          The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Zimmer Holdings, Inc. 2006 Stock Incentive Plan (incorporated by reference to Appendix C to the Company's Definitive Proxy Statement filed on March 22, 2006)
10.2	Second Amendment of Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliate Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan

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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.

Dated: May 4, 2006

ZIMMER HOLDINGS, INC.
By:	/s/  Chad F. Phipps
Name:	Chad F. Phipps
Title:	Associate General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Zimmer Holdings, Inc. 2006 Stock Incentive Plan (incorporated by reference to Appendix C to the Company's Definitive Proxy Statement filed on March 22, 2006)
10.2	Second Amendment of Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliate Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan

EX-10.2

Exhibit 10.2

SECOND AMENDMENT
OF BENEFIT EQUALIZATION PLAN OF ZIMMER HOLDINGS, INC.
AND ITS SUBSIDIARY OR AFFILIATE CORPORATIONS PARTICIPATING IN THE
ZIMMER HOLDINGS, INC. RETIREMENT INCOME PLAN OR THE
ZIMMER PUERTO RICO RETIREMENT INCOME PLAN

               This Second Amendment of Benefit Equalization Plan of Zimmer Holdings, Inc. and Its Subsidiary or Affiliate Corporations Participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan (the “Plan”) is adopted by Zimmer Holdings, Inc. (the “Company”).

Background

               A.      The Plan was established by the Company effective August 6, 2001, and has been amended once.

               B.      The Company now wishes to again amend the Plan.

Amendment

               1.      Effective as of May 1, 2006, Paragraph IV.F is hereby deleted in its entirety from the terms of the Plan.

               2.      Effective May 1, 2006, a new Paragraph IV.G is added to the Plan and shall read as follows:

               G.      (1)      Subject to the terms of this Plan, as amended from time to time, for purposes of calculating the pension benefits of Jon E. Kramer (“Kramer”) under Paragraphs IV.A through C, Kramer will be entitled to receive a supplemental pension benefit under this Plan determined as if (a) Kramer was entitled to the Retirement Income Plan’s early retirement subsidies when he commenced his Retirement Income Plan benefits on or after age 55, and (b) Kramer was credited with an additional 7.82 years of credited service with the Company as of the Trigger Date as defined in Paragraph G(2) below.

                         (2)      Kramer shall be eligible for benefits under Paragraph G(1) upon the earliest to occur of:

(i)	December 31 2008;
(ii)	his total disability;
(iii)	his death; or
(iv)	his entitlement to benefits under the Change of Control Agreement between Kramer and the Company, as amended for Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)

(the “Trigger Date”).

                         (3)      If the Company terminates Kramer prior to December 31, 2008, without cause, then he shall be eligible for the benefit under Paragraph G(1); provided, however, that the 7.82 years of credited service shall be prorated by dividing the number of complete calendar months worked by Kramer for the Company since May 1, 2006 by 32.

                         (4)      Notwithstanding any of the foregoing, Kramer shall not be eligible for any additional benefit under this Paragraph G if:

                         (a)      Kramer’s employment terminates before December 31, 2008 for any reason, including, without limitation, termination by the Company for gross misconduct, insubordination or willful failure to perform the duties assigned by the Company’s management, unless specifically provided otherwise under Paragraph G(2) or G(3) above;

                         (b)      Kramer violates the terms of any applicable non-disclosure, non-competition or non-solicitation agreement with the Company; or

                         (c)      Kramer fails to execute a general release in a form satisfactory to the Company upon his termination.

                         (5)      If, after termination of Kramer’s employment, facts are disclosed or discovered pursuant to which the Company determines that Kramer engaged in gross misconduct while employed by the Company or that Kramer violated the terms of any applicable non-disclosure, non-competition or non-

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solicitation agreement with the Company, then any additional benefits attributable to the provisions of this Paragraph G shall cease immediately. Further, if any benefits attributable to the provisions of this Paragraph G were paid to Kramer before such facts were discovered or disclosed, then Kramer shall repay the Company the gross sum of all such benefits attributable to this Paragraph G and paid to him within 15 days of written demand by the Company.

                         (6)      In the event Kramer does not become entitled to benefits under this Paragraph G, benefits shall be determined in accordance with the terms of the Plan as if this Paragraph G had not been effectuated.

                         (7)      The benefits provided under this Paragraph G shall not be construed or deemed to be a modification of Kramer’s benefits and rights as in effect on October 3, 2004, but shall be considered the grant of a new benefit, subject to and administered in accordance with Section 409A of the Code. The Company shall maintain adequate records to identify the portion of benefits accrued prior to December 31, 2004, and the portion accrued thereafter.

           Zimmer Holdings, Inc. has caused this Second Amendment to Benefit Equalization Plan of Zimmer Holdings, Inc. and its Subsidiary or Affiliate Corporations participating in the Zimmer Holdings, Inc. Retirement Income Plan or the Zimmer Puerto Rico Retirement Income Plan to be signed by its duly authorized officers this 1st day of May, 2006.

ZIMMER HOLDINGS, INC.
By:	/s/ Sam R. Leno
	Sam R. Leno
	Executive Vice President, Finance
	and Corporate Services and Chief
	Financial Officer
By:	/s/ Renee P. Rogers, Ph.D.
	Renee P. Rogers, Ph.D.
	Vice President, Global Human Resources

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