EX-10.2

Zimmer Pte Ltd

401 Commonwealth Drive

#06-03 Haw Par Technocentre

Singapore 149598

Change in Control Severance Agreement

This Change in Control Severance Agreement (“Agreement”) is made by and between Zimmer Pte. Ltd. (“Employer” or “Company” as the case may be) and Chintan Desai(“Executive”) (each, a “Party” and together, the “Parties”).

Recitals

Defined terms as used herein and not defined elsewhere in this Agreement, shall have the meaning as described to them in Annex 1to this Agreement.

This Agreement will commence on the date stated below and will continue in effect through December 31, 2026. Beginning on January 1, 2027, and each subsequent January 1, the term of this Agreement will automatically be extended for one additional year, unless either Party gives the other Party written notice not to extend this Agreement at least 30 days before the extension would otherwise become effective or unless a Change in Control occurs. If a Change in Control occurs during the term of this Agreement, this Agreement will continue in effect for a period of 24 months from the end of the month in which the

Change in Control occurs. Notwithstanding the foregoing provisions of this Section 1, this Agreement will terminate on the Executive’s retirement date (as set out in the Employment Agreement).

If the Executive’s employment is terminated for any reason following a Change in Control and during the term of this Agreement, the Company will pay the Executive’s salary accrued through the Date of Termination, at the rate in effect at the time the Notice of Termination is given, together with all other compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program, or arrangement maintained by the Company during that period.

Except as provided in Section 3.1, if the Executive’s employment is terminated for any reason following a Change in Control and during the term of this Agreement, the Company will pay the Executive the normal compensation and benefits payable to the Executive under the terms of the Company’s compensation or benefit plans, programs, and arrangements, as in effect immediately prior to the Change in Control, including but not limited to the Non-Competition Period Payments (if any). This provision does not restrict the Company’s right to amend, modify, or terminate any plan, program, or arrangement prior to a Change in Control.

Notwithstanding any other provision of this Agreement to the contrary, the Executive will not be entitled to duplicate benefits or compensation under this Agreement and the terms of any other plan, program, or arrangement maintained by the Company or any affiliate.

In addition to the payments as set out in Section 2 above, but in lieu of any other severance compensation or benefits to which the Executive may otherwise be entitled under any plan, program, policy, or arrangement of the Company, the Company will pay the Executive the Severance Payments described in Section 3.2 upon termination of the Executive’s employment following a Change in Control and during the term of this Agreement, unless the termination is (1) by the Company for Cause, (2) by reason of the Executive’s death, or (3) by the Executive without Good Reason.

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For purposes of this Section 3.1, the Executive’s employment will be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason if (1) the Executive’s employment is terminated without Cause prior to a Change in Control at the direction of a Person who has entered into an agreement with the Ultimate Parent Company, the consummation of which will constitute a Change in Control; or (2) the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason), if the circumstance or event that constitutes Good Reason occurs at the direction of such a Person.

The Severance Payments described in this Section 3 are subject to the conditions stated in Section 4 below and shall be reduced in part or in their totality if and to the extent the Severance Payments were, at the time of their payment, to be deemed a golden parachute or similar arrangement prohibited under the laws where the Company is incorporated and has its registered office or the costs associated with the Severance Payments could no longer be booked as expenditures in the Company’s profit and loss statement.

The following are the Severance Payments referenced in Section 3.1:

In lieu of any further salary payments to the Executive for periods after the Date of Termination, and in lieu of any severance benefits otherwise payable to the Executive, the Company will pay to the Executive, in accordance with Section 3.3, a lump sum severance payment, in cash, equal to (a) two times the sum of (1) the higher of the Executive’s annual base salary in effect immediately prior to thegiving of the Notice of Termination or in effect immediately prior to the Change in Control, plus (2) the amount of the Executive’s target annual bonus entitlement under the Cash Incentive Plan (or any other bonus plan of the Company then in effect) as in effect immediately prior to the giving of the Notice of Termination, less (b) the amount of any statutory payment to which the Executive is entitled related to any statutory notice period and (c) any mandatory statutory deductions and tax withholding, if applicable. If the Board determines that it is not workable to determine the amount that the Executive’s target bonus would have been for the year in which the Notice of Termination was given, then, for purposes of this paragraph (a), the Executive’s target annual bonus entitlement will be the average of annual bonus paid to the Executive with respect to the three years immediately prior to the year in which the Notice of Termination was given.

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All outstanding Options will become immediately vested and exercisable (to the extent not yet vested and exercisable as of the Date of Termination). To the extent not otherwise provided under the written agreement evidencing the grant of any restricted Shares to the Executive, all outstanding Shares that have been granted to the Executive subject to restrictions that, as of the Date of Termination, have not yet lapsed will lapse automatically upon the Date of Termination, and the Executive will own those Shares free and clear of all such restrictions. Notwithstanding the foregoing, Options and restricted Shares remain subject to any forfeiture or clawback claims under the applicable option plan or award agreement.

Except as otherwise expressly provided in Section 3.2, payments provided for in that Section will be made as follows:

No later than the fifth business day following the Date of Termination, the Company will advance to the Executive an amount that is the estimate, as determined by the Company in good faith, of 90% of the payments payable to the Executive under Section 3.2(a) (“First Payment”). For the avoidance of doubt, the Executive is not entitled to the First Payment unless and until he has been provided with the Written Statement (defined below) and the final amount set out in the Written Statement exceeds the First Payment. If the final amount in the Written Statement is less than the First Payment, the Executive shall forthwith repay to the Company the difference between the final amount and the First Payment.

The Company will pay to the Executive the remainder of the payments (if any) due to him under Section 3.2 not later than 90 business days after the Date of Termination.

At the time that remainder of payment is made or should be made under this Section 3.3, the Company will provide the Executive with a written statement setting forth the manner in which all of the payments to him under this Agreement were calculated and the basis for the calculations (“Written Statement”).

For a period not to exceed six (6) months following the Date of Termination, the Company will provide the Executive with reasonable outplacement services consistent with past practices of the Company prior to the Change in Control or, if no past practice has been established prior to the Change in Control, consistent with the prevailing practice of medical device companies in the industry.

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The Executive herewith acknowledges and affirms his continuing obligations under the confidentiality, non-competition and non-solicitation provisions of the Letter of Appointment that he executed and re-affirms his agreement to honor the obligations as set forth therein.

The Executive agrees that, notwithstanding any other provision of this Agreement, the Executive will not be eligible for any Severance Payments under this Agreement unless the Executive timely signs a Deed of General Release in substantially the form attached to this Agreement as Annex 2. The Company shall issue a copy of the Deed of General Release to the Executive at the appropriate time, after which Executive will be given 30 days to consider the terms of the Deed of General Release. If the Executive does not return the executed Deed of General Release to the Company by the end of the 30-day period that failure will be deemed a refusal to sign, and the Executive will not be entitled to receive any Severance Payments under this Agreement.

The Executive’s entitlement to receive the Severance Payments is further subject to, and conditional upon his compliance with, the following conditions:

(a)

For 90 calendar days commencing on the date after the last day of the Executive’s employment with the Company, the Executive shall make himself reasonably available to respond to inquiries from the Company and/or any of its affiliates, parent companies and subsidiaries, and its and their past and present officers, directors, employees, and agents (collectively, the “Released Parties”) in relation to carrying out an orderly transition of business following the termination of the Executive’s employment. These include (i) providing Company’s General Counsel or his or her delegate two contact telephone numbers at which the Executive can be reached, either in person or by message, and updating that contact information within 24 hours if it changes; (ii) returning calls from the Released Parties no later than the end of the business day immediately following the date of the call; and (iii) providing information responsive to the request to the best of his ability. If the Executive fails to cooperate as described herein, the Executive is not entitled to any Severance Payment and shall, upon written request by the Company, repay to the Company any and all Severance Payments that he has received.

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(b)

The Executive shall provide complete and truthful information in response to all inquiries (“Inquiries”) made by any of the Released Parties and any investigating authorities in connection with any governmental investigation of any of the Released Parties or litigation involving any of the Released Parties, and shall disclose to the Ultimate Parent Company’s General Counsel or his or her delegate any and all concerns the Executive may have had arising from or related to his employment regarding potential material violations of applicable law and/or the Company’s Code of Conduct. If it is later determined that the Executive knowingly provided materially misleading or untruthful information in response to any such Inquiries or failed to disclose during his employment any potential material violations of applicable law or the Company’s Code of Conduct of which he was aware, the Executive is not entitled to any Severance Payment and shall, upon written request by the Company, repay to the Company any and all Severance Payments that he has received.

(c)

The Executive shall cooperate with any and all Released Parties in response to governmental investigations. The Executive acknowledges that in connection with his job responsibilities with any of the Released Parties he may have obtained or been privy to information that could be relevant to its or their defense of Company-related lawsuits currently pending or which may be asserted against it or them. The Executive agrees to make himself reasonably available for providing such information and, to the extent necessary, testimony. The Company will reimburse any reasonable out-of-pocket expenses the Executive may incur in providing this cooperation and will compensate the Executive for time spent on such assistance at an hourly rate based on his base salary as of the Date of Termination, with time spent rounded to the nearest quarter hour for billing purposes. Any such payment will be reported to the Executive as required under applicable law, and the Executive agrees that he will be responsible for any resulting tax liability. If the Executive fails to cooperate as described herein, the Executive is not entitled to any Severance Payment and shall, upon written request by the Company, repay to the Company any and all Severance Payments that he has received.

For the purpose of this Agreement, notices and all other communications provided for in the Agreement will be in writing and will be deemed to have been duly given when delivered or mailed by registered mail, return receipt requested, addressed to the respective addresses set forth below, or to such other address as either Party may furnish to the other

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in writing in accordance with this Section 5, except that notice of change of address will be effective only upon actual receipt:

To the Company:

Zimmer Pte. Ltd.

Attention: Regional Vice President, Legal and Compliance, Asia Pacific

401 Commonwealth Drive #06-03 Haw Par Techno Centre, SG 149598, Singapore

With a copy to:

Zimmer Biomet Holdings, Inc.

Attention: Chief Legal and Corporate Affairs Officer

345 East Main Street, Warsaw, Indiana 46580, United States of America

Email: Legal.Americas@zimmerbiomet.com

To the Executive:

Chintan Desai

At the Executive’s address on file with the Company

This Agreement constitutes and expresses the entire agreement between the Parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous oral or written agreements, representations, understandings and the like between the Parties.

This Agreement may not be modified, amended, altered or supplemented, in whole or in part, except by a written agreement signed by the Parties.

If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force. In this event, the Agreement shall be construed, and, if necessary, amended in a way to give effect to, or to approximate, or to achieve a result which is as close as legally possible to the result intended by the provision hereof determined to be void, illegal or unenforceable.

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.

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This Agreement shall be governed by, interpreted and construed in accordance with the substantive laws of Singapore.

The Parties irrevocably agree that the courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with this Agreement may be brought in those courts and the Parties irrevocably submit to the jurisdiction of those courts.

Any person other than the Company and the Executive has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore, to enforce any term of, or enjoy any benefit under, this Agreement.

This Agreement enters into force on the later date set-out below.

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Annex 1

Definitions

“Beneficial Owner” has the meaning stated in Rule 13d-3 under the Exchange Act.

“Board” means the Board of Directors of the Ultimate Parent Company.

“Cash Incentive Plan” means the Ultimate Parent Company’s Executive Performance Incentive Plan, the Zimmer Biomet Management Incentive Plan or any other cash-based incentive plan as in effect from time to time that applies to Executive.

“Cause” for termination by the Company of the Executive’s employment, after any Change in Control, means (1) the willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive) for a period of at least 30 consecutive days after a written demand for substantial performance is delivered to the Executive by the Company, which demand specifically identifies the manner in which the Company believes that the Executive has not substantially performed the Executive’s duties; (2) the Executive willfully engages in conduct that is demonstrably and materially injurious to the Company, the Ultimate Parent Company or its subsidiaries, monetarily or otherwise; or (3) the Executive is convicted of a criminal offense.

A “Change in Control” will be deemed to have occurred if any of the following events occur:

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Notwithstanding the foregoing, a Change in Control will not include any event, circumstance, or transaction occurring during the six-month period following a Potential Change in Control that results from the action of any entity or group that includes, is affiliated with, or is wholly or partly controlled by the Executive; provided, further, that such an action will not be taken into account for this purpose if it occurs within a six-month period following a Potential Change in Control resulting from the action of any entity or group that does not include the Executive.

“Date of Termination” means the last day of the Executive’s employment with the Company.

“Employment Agreement” means the letter of appointment entered into between the Company and the Executive dated as of the date hereof, including the additional terms and conditions of employment and the appendices attached thereto, which together form the terms and conditions of employment.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and interpretive rules and regulations.

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“Good Reason” for termination by the Executive of the Executive’s employment means the occurrence (without the Executive’s express written consent) of any one of the following acts by the Company, or failures by the Company to act following a Change in Control:

Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute Good Reason will cease to be an event constituting Good Reason if the Executive does not timely provide a Notice of Termination to the Company within 120 days of the date on which the Executive first becomes aware (or reasonably should have become aware) of the occurrence of that event.

“Non-Competition Period Payments” has the meaning as defined in the Confidentiality, Non-Competition and Non-Solicitation Agreement between the Company and the Executive.

“Notice of Termination” means the notice provided for under Sections 1 or 8 of the Schedule of the Employment Agreement.

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“Options” means options to purchase Shares awarded to the Executive during his employment with the Company.

“Person” has the meaning stated in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) of the Exchange Act; however, a Person will not include (1) the Ultimate Parent Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Ultimate Parent Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of those securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Ultimate Parent Company in substantially the same proportions as their ownership of stock of the Ultimate Parent Company.

“Potential Change in Control” will be deemed to have occurred if any one of the following events occurs:

“Shares” means shares of the common stock, $0.01 par value, of the Ultimate Parent Company.

“Severance Payments” means the payments described in Section 3.2.

“Ultimate Parent Company” means Zimmer Biomet Holdings, Inc., a Delaware corporation, and any successor to its business and/or assets.

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Annex 2

DEED OF GENERAL RELEASE

This Deed of General Release (“General Release”) is made by:

in favour of:

(A)

Zimmer Pte. Ltd. (the “Company”), a company registered in Singapore and having its registered office at 401 Commonwealth Drive #06-03 Haw Par Techno Centre, SG 149598, Singapore; and

(B)

Zimmer Biomet Holdings, Inc. (the “Ultimate Parent Company”).

Whereas:

This Deed is made by the Executive in favour of the Company, pursuant to the Change in Control Severance Agreement (“Agreement”) between the Executive and the Company dated 25/3/26.

1.

Executive’s Undertakings

(a)

By signing this General Release, the Executive agrees and confirms that as at the Notification Date, the Executive has no claim of any nature whatsoever against the Company and/or any of its affiliates, parent companies and subsidiaries, and its and their past and present officers, directors, employees, and agents (collectively, the “Released Parties”) arising from or in connection with the Executive’s employment with the Company and/or the termination of the Executive’s employment.

(b)

Without prejudice to the foregoing, the Executive hereby agrees and undertakesto and for the benefit of the Company and the Ultimate Parent Company as follows:

(i)

the Executive unconditionally and irrevocably waives, releases and discharges the Company and all the Released Parties from any and all claims, proceedings, actions and demands of whatsoever nature, in law, equity or otherwise, whether known or unknown, whether or not

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concealed or hidden, which the Executive has, may have had, or may hereafter have against themhowsoever arising from or in connection with my employment with the Company and/or the termination of the Executive’s employment (including claims based on discrimination under anti-discrimination laws and any and all applicable laws);

(ii)

the Executive shall not institute, commence or continue any proceedings (whether legal, arbitral, administrative or otherwise) against the Company and/or any of the Released Parties on any matter or thing in connection with or arising out of any act or event occurring prior to my signing this General Release, and shall take such steps as may be necessary as to ensure that no such proceedings are instituted, commenced or continued; and

(iii)

the Executive shall not make, publish or communicate any negative statements (including statements or opinions which are disparaging or derogatory) of (x) the Company and/or any of the Released Parties, or (y) of any business, methods of doing business, management practices, policies, and the quality of its services or products of the Company and/or any of its affiliates, parent companies and subsidiaries, and the Executive acknowledges and agrees that this restriction applies to all forms of communication including such things as oral statements, written statements, e-mail, text messages, comments on blogs or any other form of electronic or other type of communication.

2.

Waiver

No failure on the part of the Company or Ultimate Parent Company to exercise, and no delay on the part of the Company or Ultimate Parent Company in exercising, any right or remedy arising from this Deed will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

3.

No Representations

The Executive confirms that he has executed this Deed of his own volition, and no representations, inducements, promises or agreements, oral or otherwise, have been made or given on or prior to the date of this Deed with respect to the subject matter of this Deed.

4.

Other obligations not affected

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For the avoidance of doubt, this General Release shall not affect the Executive’s legal obligation to protect the confidentiality of the Released Parties’ information or any of my other obligations under any confidentiality, intellectual property, non-competition, and/or non-solicitation agreement that the Executive has entered into with the Company or with any of the other Released Parties.

5.

Governing Law and Jurisdiction

This General Release shall be governed by, interpreted and construed in accordance with the substantive laws of Singapore.

The Executive agrees that the courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in connection with this General Release and that, accordingly, any legal action or proceedings arising out of or in connection with this General Release may be brought in those courts and the Executive irrevocably submits to the jurisdiction of those courts.

My signature below acknowledges that I have read the above, understand what I am signing, and am acting of my own free will. The Company has advised me to consult with an attorney and any other advisors of my choice prior to signing this General Release.

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