Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Subsidiaries and accordingly agrees as follows:

Employee shall not, for as long as he/she remains an employee of the Zimmer Biomet Group and during a period of 18 months from the taking effect of the termination of his/her employment with the Zimmer Biomet Group ("Non-Competition Period"), alone, or jointly with, or as manager, agent for, or employee of any person or as a shareholder directly or indirectly carry on or be engaged, concerned or interested in any business competitive to the business of Zimmer Biomet Group with an effect in EMEA, or any other country for which Employee possesses and will possess knowledge of Confidential Information. The non-compete undertaking set forth in this Section shall apply to any product competing with the Employer's products lines, and in particular but not limited to activities for companies active in the orthopedic medical devices and joint replacement as well as robotic, services and solutions businesses, including their respective affiliates and subsidiaries, assignees, and successors. This non-competition covenant shall, however, not apply to the Carved-out Business.

The Executive acknowledges and recognizes the highly competitive nature of the Businesses of the Company and accordingly agrees as follows:

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his/her own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for, or be employed by or associated with, compete with the Business (as defined below) in any of the following described manners:

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his/her own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for, or be employed by or associated with, compete with the Business (as defined below) in any of the following described manners:

The Executive hereby covenants and agrees that during the Term of the Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, directly or indirectly, within the Restricted Area: # own any interest in, operate, join, control or participate as a partner, director, principal or officer of any Competing Business; # provide services as an employee or consultant for the benefit of a Competing Business that are the same or similar in function or purpose to those Executive provided to the Company during the Look Back Period; or, # take on any other responsibilities for a Competing Business that would involve the probable use or disclosure of Confidential and Proprietary Information or the conversion of Covered Customers or Key Relationships to the benefit of a Competing Business or detriment of the Company.

Covenant not to Compete During Employment. While employed by Company, Employee will not, directly or indirectly, without the written consent of Company, and whether or not for compensation, either for Employee’s own account or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity (except in the capacity of an employee or officer of Company acting for the benefit of the [[Company,:Organization]] Companies) engage in any activity or business which is the same nature as, or substantively similar to, Company’s Business or an activity or business which one or more [[Company,:Organization]] Company is developing and of which Employee has knowledge.

Executive and the Company agree to the non-competition and non-solicitation provisions of this Section 7(b); # in consideration for the Proprietary Information provided by the Company to Executive pursuant to Section 6 of this Agreement; # as part of the consideration for the compensation and benefits to be paid to Executive hereunder, including the continued vesting during the Term of any outstanding stock option, restricted stock, restricted stock unit and performance share awards; # to protect the Proprietary Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and # as an additional incentive for the Company to enter into this Agreement.

Non-Competition; Non-Solicitation. During the Employment Term and during the Restrictive Period (as defined below), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity whom he may manage, control, participate in, consult with, render services for, or be employed by or associated with, compete with the Business (as defined below) in any of the following described manners:

The Company hereby makes a binding promise not conditioned upon continued employment to provide the Executive with Confidential Information and Trade Secrets above and beyond any Confidential Information and Trade Secrets the Executive may have previously received. In order in part to protect the Confidential Information and Trade Secrets, and as part of the consideration for the payments described in Section 4 of this Agreement, the Company and the Executive agree to the provisions of this Section 5(b). As a part of the employment relationship, the Executive learned of and the Company disclosed to the Executive Confidential Information and Trade Secrets. Accordingly, the Executive hereby agrees that, for one year after the Executive ceases to provide services to the Company, the Executive will not: