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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 Orthofix Medical Inc. 10-Q 9/30/23 90:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 3.30M 2: EX-10.1 Material Contract HTML 64K 3: EX-10.2 Material Contract HTML 63K 4: EX-10.3 Material Contract HTML 109K 5: EX-10.4 Material Contract HTML 169K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 14: R1 Document and Entity Information HTML 78K 15: R2 Condensed Consolidated Balance Sheets HTML 121K 16: R3 Condensed Consolidated Balance Sheets HTML 38K (Parenthetical) 17: R4 Condensed Consolidated Statements of Operations HTML 118K and Comprehensive Loss 18: R5 Condensed Consolidated Statements of Changes in HTML 91K Shareholders' Equity 19: R6 Condensed Consolidated Statements of Cash Flows HTML 127K 20: R7 Pay vs Performance Disclosure HTML 39K 21: R8 Insider Trading Arrangements HTML 34K 22: R9 Business and basis of presentation HTML 35K 23: R10 Recently adopted accounting standards, recently HTML 50K issued accounting pronouncements 24: R11 Merger and Acquisitions HTML 298K 25: R12 Inventories HTML 45K 26: R13 Leases HTML 106K 27: R14 Long-term debt HTML 82K 28: R15 Fair value measurements and investments HTML 231K 29: R16 Commitments and Contingencies HTML 38K 30: R17 Accumulated other comprehensive loss HTML 61K 31: R18 Revenue recognition and accounts receivable HTML 173K 32: R19 Business segment information HTML 245K 33: R20 Acquisition-Related Amortization and Remeasurement HTML 64K 34: R21 Share-based compensation HTML 116K 35: R22 Income taxes HTML 35K 36: R23 Earnings per share ("Eps") HTML 70K 37: R24 Goodwill HTML 92K 38: R25 Subsequent Events HTML 32K 39: R26 Recently adopted accounting standards, recently HTML 41K issued accounting pronouncements (Policies) 40: R27 Merger and Acquisitions (Tables) HTML 293K 41: R28 Inventories (Tables) HTML 46K 42: R29 Leases (Tables) HTML 107K 43: R30 Long-term debt (Tables) HTML 65K 44: R31 Fair value measurements and investments (Tables) HTML 233K 45: R32 Accumulated other comprehensive loss (Tables) HTML 60K 46: R33 Revenue recognition and accounts receivable HTML 172K (Tables) 47: R34 Business segment information (Tables) HTML 241K 48: R35 Acquisition-Related Amortization and Remeasurement HTML 63K (Tables) 49: R36 Share-based compensation (Tables) HTML 108K 50: R37 Earnings per share ("Eps") (Tables) HTML 66K 51: R38 Goodwill (Tables) HTML 91K 52: R39 Recently adopted accounting standards, recently HTML 54K issued accounting pronouncements - 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EX-10.2 |
ORTHOFIX MEDICAL INC.
AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN
Stock Unit Grant Agreement
COVER SHEET
Orthofix Medical Inc., a Delaware corporation (the “Company”), hereby grants to the Award Recipient named below, on the Grant Date set forth below, the specified number of Stock Units relating to shares of the Company’s common stock, par value $0.10 per share (the “Stock”) under the Plan, subject to the vesting schedule and terms and conditions set forth below (the “Award”). Additional terms and conditions of the Stock Units are set forth on this cover sheet, in the attached Stock Unit Grant Agreement (together, the “Agreement”), and in the Company’s Amended and Restated 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Plan.
Grant Date: |
[________________] |
Name of Award Recipient: |
[________________] |
Employee ID Number: |
[________________] |
Number of Shares of Stock Underlying Stock Units: |
[________________] |
You agree to all of the terms and conditions described in this Agreement and in the Plan, unless you deliver a notice in writing within thirty (30) days of receipt of this Agreement to the Company stating that you do not accept the terms and conditions described in this Agreement and in the Plan. You acknowledge that you have carefully reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent.
Attachment
This is not a stock certificate or a negotiable instrument.
ORTHOFIX MEDICAL INC.
AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN
Stock Unit Grant Agreement
Attachment
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).
“Cause” shall mean (i) if the Award Recipient is party to a Change in Control and Severance Agreement that defines “Cause,” the definition of “Cause” contained in such Change in Control and Severance Agreement, and (ii) if the Award Recipient is not party to a Change in Control and Severance Agreement that defines “Cause,” the definition of “Cause” contained in the Plan.
“Change in Control and Severance Agreement” shall mean a written change in control and severance agreement between the Award Recipient and the Company.
“Good Reason” shall mean (i) if the Award Recipient is party to a Change in Control and Severance Agreement that defines “Good Reason,” the definition of “Good Reason” contained in such Change in Control and Severance Agreement, and (ii) if the Award Recipient is not party to a Change in Control and Severance Agreement that defines “Good Reason,” the Award Recipient voluntarily terminating his employment, following a Corporate Transaction, after the occurrence of any of the following circumstances (in each case, after notice by the Award Recipient to employer of the circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice): (x) a requirement that the Award Recipient work principally from a location that is more than fifty (50) miles from his principal place of employment immediately prior to such Corporate Transaction, or (y) a ten percent or greater reduction in Award Recipient’s Total Compensation from the amount of such Total Compensation immediately prior to such Corporate Transaction.
“Separation from Service” shall have the meaning given such term in Code Section 409A.
“Total Compensation” shall mean aggregate of base salary, target bonus opportunity, employee benefits (retirement plan, welfare plans, and fringe benefits), and grant date fair value of equity-based compensation, but excluding for the avoidance of doubt any reductions caused by the failure to achieve performance targets) taken as a whole.
(Remainder of page intentionally left blank)
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/8/23 | 8-K | ||
For Period end: | 9/30/23 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 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 11/08/23 Orthofix Medical Inc. S-8 11/08/23 4:237K Donnelley … Solutions/FA |