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Orthofix Medical Inc. – ‘10-K’ for 12/31/19 – ‘EX-10.12’

On:  Monday, 2/24/20, at 4:17pm ET   ·   For:  12/31/19   ·   Accession #:  1564590-20-6037   ·   File #:  0-19961

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/24/20  Orthofix Medical Inc.             10-K       12/31/19  125:21M                                    ActiveDisclosure/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.09M 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     49K 
 3: EX-10.11    Material Contract                                   HTML     89K 
 4: EX-10.12    Material Contract                                   HTML     61K 
 5: EX-10.13    Material Contract                                   HTML     61K 
 6: EX-10.37    Material Contract                                   HTML     53K 
 7: EX-10.38    Material Contract                                   HTML    158K 
 8: EX-21.1     Subsidiaries List                                   HTML     40K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     40K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
21: R1          Document and Entity Information                     HTML     98K 
85: R2          Consolidated Balance Sheets                         HTML    120K 
98: R3          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
64: R4          Consolidated Statements of Operations and           HTML    162K 
                Comprehensive Income (Loss)                                      
22: R5          Consolidated Statements of Changes in               HTML     77K 
                Shareholders' Equity                                             
87: R6          Consolidated Statements of Cash Flows               HTML    141K 
100: R7          Business and basis of consolidation                 HTML     40K  
62: R8          Significant accounting policies                     HTML     77K 
24: R9          Recently adopted accounting standards and recently  HTML     69K 
                issued accounting pronouncements                                 
84: R10         Acquisitions                                        HTML    216K 
102: R11         Inventories                                         HTML     61K  
63: R12         Property, plant and equipment                       HTML     92K 
25: R13         Intangible assets                                   HTML    126K 
83: R14         Goodwill                                            HTML     59K 
101: R15         Leases                                              HTML    307K  
61: R16         Other current liabilities                           HTML     73K 
23: R17         Long-term debt                                      HTML     48K 
86: R18         Fair value measurements and investments             HTML    268K 
99: R19         Commitments and Contingencies                       HTML     49K 
55: R20         Shareholder's equity                                HTML    103K 
41: R21         Revenue recognition and accounts receivable         HTML     82K 
82: R22         Business segment information                        HTML    324K 
125: R23         Acquisition-Related Amortization and Remeasurement  HTML     59K  
54: R24         Share-based compensation                            HTML    269K 
40: R25         Defined Contribution Plans and deferred             HTML     42K 
                compensation                                                     
81: R26         Income taxes                                        HTML    351K 
124: R27         Earnings per share (Eps)                            HTML     76K  
53: R28         Quarterly financial data (Unaudited)                HTML    263K 
42: R29         Subsequent Events                                   HTML     38K 
19: R30         Significant accounting policies (Policies)          HTML     96K 
57: R31         Acquisitions (Tables)                               HTML    216K 
103: R32         Inventories (Tables)                                HTML     61K  
88: R33         Property, plant and equipment (Tables)              HTML     88K 
20: R34         Intangible assets (Tables)                          HTML    125K 
59: R35         Goodwill (Tables)                                   HTML     57K 
104: R36         Leases (Tables)                                     HTML    310K  
89: R37         Other current liabilities (Tables)                  HTML     71K 
18: R38         Fair value measurements and investments (Tables)    HTML    257K 
60: R39         Shareholders' equity (Tables)                       HTML    100K 
38: R40         Revenue recognition and accounts receivable         HTML     58K 
                (Tables)                                                         
48: R41         Business segment information (Tables)               HTML    325K 
114: R42         Acquisition-Related Amortization and Remeasurement  HTML     58K  
                (Tables)                                                         
72: R43         Share-based compensation (Tables)                   HTML    246K 
39: R44         Income taxes (Tables)                               HTML    347K 
50: R45         Earnings per share (Eps) (Tables)                   HTML     72K 
115: R46         Quarterly financial data (Unaudited) (Tables)       HTML    262K  
73: R47         Business and Basis of Consolidation - Additional    HTML     42K 
                Information (Detail)                                             
37: R48         Significant Accounting Policies - Additional        HTML     72K 
                Information (Detail)                                             
52: R49         Recently Adopted Accounting Standards and Recently  HTML     48K 
                Issued Accounting Pronouncements - Additional                    
                Information (Detail)                                             
71: R50         Acquisitions - Additional Information (Detail)      HTML     83K 
31: R51         Acquisitions - Schedule of Fair Value of            HTML     43K 
                Consideration Transferred (Detail)                               
91: R52         Acquisitions - Summary of Fair Values of Assets     HTML    141K 
                Acquired and Liabilities Assumed (Detail)                        
106: R53         Inventories - Schedule of Inventories (Detail)      HTML     48K  
70: R54         Property, Plant and Equipment - Schedule of Useful  HTML     53K 
                Lives of the Assets (Detail)                                     
30: R55         Property, Plant and Equipment - Additional          HTML     49K 
                Information (Detail)                                             
90: R56         Property, Plant and Equipment - Schedule of         HTML     60K 
                Property, Plant and Equipment (Detail)                           
105: R57         Intangible Assets - Schedule of Intangible Assets   HTML     64K  
                (Detail)                                                         
69: R58         Intangible Assets - Additional Information          HTML     46K 
                (Detail)                                                         
32: R59         Intangible Assets - Schedule of Future              HTML     52K 
                Amortization Expense (Detail)                                    
76: R60         Goodwill - Schedule of Net Carrying Amount of       HTML     43K 
                Goodwill (Detail)                                                
120: R61         Leases - Additional Information (Detail)            HTML     42K  
46: R62         Leases - Summary of Net Impact of Adoption Balance  HTML    127K 
                Sheet (Detail)                                                   
35: R63         Leases - Summary of Lease Portfolio (Detail)        HTML     78K 
75: R64         Leases - Summary of Components of Lease Costs       HTML     50K 
                (Detail)                                                         
119: R65         Leases - Summary of Supplemental Cash Flow          HTML     49K  
                Information Related to Leases (Detail)                           
45: R66         Leases - Summary of Remaining Lease Liabilities     HTML     85K 
                (Detail)                                                         
34: R67         Other Current Liabilities - Summary of Other        HTML     56K 
                Current Liabilities (Detail)                                     
78: R68         Other Current Liabilities - Additional Information  HTML     38K 
                (Detail)                                                         
116: R69         Long-Term Debt - Additional Information (Detail)    HTML    102K  
108: R70         Fair Value Measurements and Investments- Schedule   HTML     70K  
                of Financial Assets and Liabilities Recorded at                  
                Fair Value on Recurring Basis (Detail)                           
95: R71         Fair Value Measurements and Investments -           HTML    122K 
                Additional Information (Detail)                                  
27: R72         Fair Value Measurements and Investments - Schedule  HTML     48K 
                of Change in Valuation of Securities (Detail)                    
66: R73         Fair Value Measurements and Investments - Schedule  HTML     54K 
                of Reconciliation of Debt Securities (Detail)                    
109: R74         Fair Value Measurements and Investments - Schedule  HTML     47K  
                of Reconciliation For Contingent Consideration                   
                Measured At Fair Value Using Significant                         
                Unobservable Inputs (Level 3) (Detail)                           
96: R75         Commitments and Contingencies - Additional          HTML     56K 
                Information (Detail)                                             
28: R76         Shareholders' Equity - Components of Changes in     HTML     73K 
                Accumulated Other Comprehensive Income (Loss)                    
                (Detail)                                                         
67: R77         Revenue Recognition and Accounts Receivable -       HTML     44K 
                Schedule of Net Sales (Detail)                                   
112: R78         Revenue Recognition and Accounts Receivable -       HTML     82K  
                Additional Information (Detail)                                  
93: R79         Business Segment Information - Additional           HTML     36K 
                Information (Detail)                                             
107: R80         Business Segment Information - Schedule of Net      HTML     62K  
                Sales by Major Product Category by Reporting                     
                Segment (Detail)                                                 
94: R81         Business Segment Information - Summary of EBIDTA    HTML     55K 
                by Reporting Segment (Detail)                                    
26: R82         Business Segment Information - Schedule of          HTML     46K 
                Depreciation and Amortization by Reporting Segment               
                (Detail)                                                         
65: R83         Business Segment Information - Summary of Net       HTML     59K 
                Sales by Geographic Destination (Detail)                         
110: R84         Business Segment Information - Summary of Net       HTML     61K  
                Sales by Geographic Destination for Each Reporting               
                Unit (Detail)                                                    
97: R85         Business Segment Information - Summary of           HTML     52K 
                Property, Plant and Equipment of Reporting                       
                Segments by Geographic Area (Detail)                             
29: R86         Acquisition-Related Amortization and Remeasurement  HTML     42K 
                - Components of Acquisition-Related Amortization                 
                and Remeasurement (Detail)                                       
68: R87         Share-based Compensation - Additional Information   HTML    212K 
                (Detail)                                                         
111: R88         Share-based Compensation - Schedule of Share-Based  HTML     61K  
                Compensation by Line Item in Consolidated                        
                Statements of Income (Detail)                                    
92: R89         Share-based Compensation - Schedule of Assumptions  HTML     56K 
                Used in Determining Fair Value of Stock Options                  
                Granted (Detail)                                                 
77: R90         Share-based Compensation - Schedule of Stock        HTML     76K 
                Option Plans (Detail)                                            
121: R91         Share-based Compensation - Schedule of Changes in   HTML     70K  
                Time-Based, Performance-Based and Market-Based                   
                Restricted Stock Awards and Stock Units (Detail)                 
47: R92         Defined Contribution Plans and Deferred             HTML     65K 
                Compensation - Additional Information (Detail)                   
36: R93         Income Taxes - Schedule of Income (Loss) from       HTML     43K 
                Continuing Operations Before Provision for Income                
                Taxes (Detail)                                                   
74: R94         Income Taxes - Schedule of Provision for Income     HTML     58K 
                Taxes on Continuing Operations (Detail)                          
118: R95         Income Taxes - Schedule of Effective Income Tax     HTML    124K  
                Rate Reconciliation for Continuing Operations                    
                (Detail)                                                         
44: R96         Income Taxes - Additional Information (Detail)      HTML     98K 
33: R97         Income Taxes - Schedule of Deferred Tax Assets and  HTML     75K 
                Liabilities (Detail)                                             
79: R98         Income Taxes - Schedule of Gross Unrecognized Tax   HTML     47K 
                Benefits (Excluding Interest and Penalties)                      
                (Detail)                                                         
117: R99         Earnings Per Share (EPS) - Schedule of              HTML     52K  
                Reconciliation of Weighted Average Shares Used in                
                the Diluted EPS (Detail)                                         
56: R100        Earnings Per Share (EPS) - Additional Information   HTML     41K 
                (Detail)                                                         
43: R101        Quarterly Financial Data - Condensed Consolidated   HTML     88K 
                Statement of Operations (Detail)                                 
80: R102        Quarterly Financial Data - Condensed Consolidated   HTML     41K 
                Statement of Operations (Parenthetical) (Detail)                 
122: R103        Subsequent Events - Additional Information          HTML     42K  
                (Detail)                                                         
123: XML         IDEA XML File -- Filing Summary                      XML    231K  
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113: EXCEL       IDEA Workbook of Financial Reports                  XLSX    142K  
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16: EX-101.LAB  XBRL Labels -- ofix-20191231_lab                     XML   2.09M 
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13: EX-101.SCH  XBRL Schema -- ofix-20191231                         XSD    308K 
51: JSON        XBRL Instance as JSON Data -- MetaLinks              531±   892K 
49: ZIP         XBRL Zipped Folder -- 0001564590-20-006037-xbrl      Zip    504K 


‘EX-10.12’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C: 

Exhibit 10.12

Stock Unit Grant Agreement

under the Orthofix Medical Inc.

Amended and Restated 2012 Long-Term Incentive Plan

 

This Stock Unit Grant Agreement (the “Agreement”) is made this 1st day of April, 2019 (the “Grant Date”) between Orthofix Medical Inc., a Delaware corporation (the “Company”), and the person signing this Agreement adjacent to the caption “Award Recipient” on the signature page hereof (the “Award Recipient”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Amended and Restated Orthofix Medical Inc. 2012 Long-Term Incentive Plan (the “Plan”).

WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire shares of Stock on the terms and conditions set forth herein;

NOW, THEREFORE, in connection with the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1.Grant of Stock Units.

(a)Number of Shares/Vesting.  The Company hereby grants to the Award Recipient, on the Grant Date, Stock Units under the Plan relating to 35,587 shares of Stock, subject to the vesting schedule and terms and conditions set forth below (the “Award).  Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Stock Units granted under this Agreement shall vest with respect to all of the shares of Stock covered hereby on the first anniversary of the Grant Date (the “Vesting Date”) provided that Award Recipient (i) has remained employed by the Company through the Target Retirement Date (as defined in the Transition and Retirement Agreement) or otherwise has had his employment with the Company terminated by the Company without Cause (as defined in the Change in Control and Severance Agreement) prior to the Target Retirement Date and (ii) has complied with the terms of the Consulting Agreement (as defined in the Transition and Retirement Agreement) through the Vesting Date; provided further, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the period prior to the Vesting Date.

(b)Additional Documents.  The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement.

(c)Issuance of Stock.  The shares of Stock underlying the Award Recipient’s vested Stock Units will be issued no later than 30 days following the Vesting Date (the date or dates such shares of Stock are delivered, the “Settlement Date”).  The issuance of shares of Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry registration or issuance of one or more stock certificates.  On the Settlement Date, the Company shall also deliver to the Award Recipient the number of additional shares of Stock, the number of any other securities of the Company and the amount of any other property (in the case of cash dividends, assuming such dividends had been reinvested in shares of Stock as of the ex-dividend date thereof), in each case that the Company distributed per share of Stock to holders generally during the period commencing on the Grant Date and ending on the applicable Settlement Date, multiplied by the number of shares of Stock that are being delivered to the Award Recipient under this paragraph, without interest, and less any tax withholding amount applicable to such distribution.  To the extent that the Stock Units are forfeited prior to vesting, the right to receive such distributions shall also be forfeited.

(d)Shareholder Rights.  The Award Recipient has no rights as a shareholder with respect to the shares of Stock underlying the Stock Units unless and until the Stock relating to the Stock Units has been delivered.  No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before the certificate is issued (or appropriate book entry is made), except as described above.  

2.Incorporation of Plan. The Award Recipient acknowledges receipt of the Plan, a copy of which is annexed hereto, and represents that he is familiar with its terms and provisions and hereby accepts this grant of Stock Units subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan. The Plan is incorporated herein by reference. In the event of any conflict or inconsistency between the Plan and this Agreement,

        


Exhibit 10.12

the Plan shall govern and this Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

3.Restrictions on Transfer.  To the extent not yet vested, the Stock Units may not be sold, transferred, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment, or similar process.  If the Award Recipient attempts to do any of these things, he will immediately and automatically forfeit the Stock Units.

4.Termination of Service; Change in Control.

(a)Certain Terminations of Service.  If the Award Recipient fails to satisfy the condition set forth in Section 1(a)(i) or the condition set forth in Section 1(a)(ii), in each case other than as a result of the Award Recipient’s death or Disability prior to the Vesting Date, all of the Stock Units shall be forfeited by the Award Recipient and cancelled by the Company as of the date that such satisfaction failure occurs, and the Award Recipient shall have no further right or interest therein unless the Committee in its sole discretion shall determine otherwise.

(b)Termination of Service for Death or Disability. If the Award Recipient fails to satisfy the condition set forth in Section 1(a)(i) and/or the condition set forth in Section 1(a)(ii), in each case solely as a result of the Award Recipient’s death or Disability prior to the Vesting Date, the Stock Units shall automatically vest in full as of the date of the Award Recipient’s termination of Service and shall be delivered within 30 days of such termination of Service.

5.Withholding.

The Company shall have the right to require the Award Recipient to remit to the Company any and all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the issuance of shares of Stock subject to the Stock Units.  At the time of the Settlement Date (or, in the event that tax withholding is required as of an earlier date, then such earlier date), the Award Recipient shall pay in cash to the Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company shall have the right, but not the obligation, to permit or require the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (a) by directing the Company to withhold shares of Stock that would otherwise become vested, or (b) by entering into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Award Recipient irrevocably elects to sell a portion of the shares of Stock to be delivered in connection with the Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate in each case pursuant to such rules as the Committee may establish from time to time.  The Company, in its sole discretion, may also permit, the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, by delivering to the Company shares of Stock already owned by the Award Recipient and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements.  The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the Stock Units, the federal, state, or local taxes required to be withheld with respect to such payments.  The maximum number of shares of Stock that may be withheld to satisfy any federal, state, or local tax requirements may not exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting or payment; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Award Recipient to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum required statutory withholding obligation in such Award Recipient’s relevant tax jurisdiction).  

6.No Employment or Other Rights.  This Award does not confer upon the Award Recipient any right to be continued in the employment of, or otherwise provide Services to, the Company or any Subsidiary or other affiliate thereof, or interfere with or limit in any way the right of the Company or any Subsidiary or other affiliate thereof to terminate such Award Recipient’s employment or other service relationship at any time.  For

        


Exhibit 10.12

purposes of this Agreement only, the term “employment” shall include circumstances under which Award Recipient provides consulting or other Services to the Company or any of its Subsidiaries as an independent contractor, but such Award Recipient is not, nor shall be considered, an employee; provided, however, nothing in this Section 6 or this Agreement shall create an employment relationship between such person and the Company or its applicable Subsidiary, as the usages described in this Section are for convenience only.

7.Adjustment of and Changes in Shares of Stock. In the event of any merger, consolidation, recapitalization, reclassification, stock dividend, extraordinary dividend, or other event or change in corporate structure affecting the shares of Stock, the Committee shall make such adjustments, if any, as it deems appropriate in the number and class of shares subject to the Stock Units. The foregoing adjustments shall be determined by the Committee in its sole discretion.

8.Discretionary Nature of Plan.  The Plan is discretionary in nature, and the Company may suspend, modify, amend or terminate the Plan in its sole discretion at any time, subject to the terms of the Plan and any applicable limitations imposed by law.  This Stock Unit grant under the Plan is a one-time benefit and does not create any contractual or other right to receive additional Stock Units or other benefits in lieu of Stock Units in the future.  Future grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the timing of any grant, the number of Stock Units granted, and the vesting provisions.

9.Section 409A.   The grant of Stock Units under this Agreement is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A.  Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on Award Recipient under Code Section 409A, and neither the Company, its Affiliates, the Board, nor the Committee will have any liability to Award Recipient for such tax or penalty.  For purposes of this Agreement, a termination of Service occurs only upon an event that would be a Separation from Service within the meaning of Section 409A.  If, at the time of Award Recipient’s Separation from Service, (1) Award Recipient is a “specified employee” within the meaning of Code Section 409A, and (2) the Company makes a good faith determination that an amount payable on account of Award Recipient’s Separation from Service constitutes deferred compensation (within the meaning of Code Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Code Section 409A to avoid taxes or penalties under Code Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon Award Recipient’s death, if earlier), without interest.  Each installment of Stock Units that vest under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Code Section 409A.  

10.Miscellaneous Provisions.

(a)Applicable Law.  The validity, construction, interpretation and effect of this instrument will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law provisions thereof.

(b)Notice.  Any notice required by the terms of this Agreement shall be delivered or made electronically, over the Internet or otherwise (with request for assurance of recipient in a manner typical with respect to communications of that type), or given in writing.  Any notice given in writing shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, and shall be addressed to the Company at its principal executive office and to the Award Recipient at the address that he or she has most recently provided to the Company.  Any notice given electronically shall be deemed effective on the date of transmission.

(c)Headings. The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

(d)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

        


Exhibit 10.12

(e)Amendments. The Board and the Committee shall have the power to alter or amend the terms of the grant of Stock Units as set forth herein from time to time, in any manner consistent with the provisions of the Plan, and any alteration or amendment of the terms of this grant of Stock Units by the Board or the Committee shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person. The Committee shall give notice to the Award Recipient of any such alteration or amendment as promptly as practicable after the adoption thereof. The foregoing shall not restrict the ability of the Award Recipient and the Board or the Committee by mutual written consent to alter or amend the terms of this grant of Stock Units in any manner which is consistent with the Plan.

(f)Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the Award Recipient and the Company.

(g)Entire Agreement.  This Agreement and the Plan constitute the entire agreement between the Award Recipient and the Company regarding the grant of Stock Units and supersede all prior arrangements or understandings (whether oral or written and whether express or implied) with respect thereto.  In the event the Award Recipient has a Severance Agreement, any conflicts or ambiguities shall be resolved first by reference to the Severance Agreement, then to Plan, and finally to this Agreement.  

11.Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below.

Change in Control and Severance Agreement” shall mean the Amended Change in Control and Severance Agreement, dated November 1, 2016, between the Award Recipient and the Company.

Transition and Retirement Agreement” shall mean the Transition and Retirement Agreement, dated February 25, 2019, between the Award Recipient and the Company.

Separation from Service” shall have the meaning given such term in Code Section 409A.

(Remainder of page intentionally left blank)


        


Exhibit 10.12

EXECUTED on the date first written above.

 

 

 

 

 

 

 

 

COMPANY:

 

ORTHOFIX MEDICAL INC.

 

 

 

 

 

By:  

  /s/ Bradley R. Mason

 

 

Name:  Bradley R. Mason

 

 

Title:    President and Chief Executive Officer

 

 

 

AWARD RECIPIENT:

 

 

 

 

By:  

 

 

 

Name: Bradley R. Mason

 

 

 

 

        


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/24/208-K
For Period end:12/31/19SD
2/25/1910-K,  8-K
11/1/16
 List all Filings 


12 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/16/24  Orthofix Medical Inc.             S-8         4/16/24    8:699K                                   Donnelley … Solutions/FA
 3/15/24  Orthofix Medical Inc.             S-8         3/15/24    9:765K                                   Donnelley … Solutions/FA
 3/05/24  Orthofix Medical Inc.             10-K       12/31/23  120:20M                                    Donnelley … Solutions/FA
 1/12/24  Orthofix Medical Inc.             S-8         1/12/24    8:693K                                   Donnelley … Solutions/FA
 1/08/24  Orthofix Medical Inc.             S-8         1/08/24    8:692K                                   Donnelley … Solutions/FA
 3/06/23  Orthofix Medical Inc.             10-K       12/31/22  134:28M                                    Donnelley … Solutions/FA
 1/10/23  Orthofix Medical Inc.             S-8         1/10/23    8:354K                                   Donnelley … Solutions/FA
 1/10/23  Orthofix Medical Inc.             S-8 POS     1/10/23    9:591K                                   Donnelley … Solutions/FA
 1/04/23  Orthofix Medical Inc.             S-8         1/04/23    7:645K                                   Donnelley … Solutions/FA
 2/25/22  Orthofix Medical Inc.             10-K       12/31/21  120:22M                                    ActiveDisclosure/FA
 2/26/21  Orthofix Medical Inc.             10-K       12/31/20  124:22M                                    ActiveDisclosure/FA
 9/14/20  Orthofix Medical Inc.             S-8         9/14/20    5:388K                                   ActiveDisclosure/FA
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Filing Submission 0001564590-20-006037   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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