Netherlands Antilles |
0-19961 |
N/A |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Abraham de Veerstraat
Curacao
Netherlands Antilles |
N/A |
(Address of principal executive offices) |
(Zip Code) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Name |
Title |
Base Salary (annualized) |
|||
Alan W. Milinazzo |
Group President and Chief Executive Officer |
$ | 520,000 | ||
Robert S. Vaters |
Executive Vice President and Chief Financial Officer |
$ | 364,000 | ||
Bradley R. Mason |
Group President, North America and President, Blackstone Medical, Inc. |
$ | 364,000 | ||
Michael M. Finegan |
Vice President, Corporate Development, and President, Biologics |
$ | 310,000 |
|
· |
Any amounts actually earned or owing through the date of termination (such as base salary, incentive compensation or accrued vacation), payable within 30 days after the date of termination. |
|
· |
The pro rata amount of any bonus plan incentive compensation for the fiscal year of the executive’s termination of employment (based on the number of business days he was actually employed by Orthofix Inc. during the fiscal year in which the termination of employment occurs) that he would have received had his employment not been terminated during such year. This pro rata amount is payable at the time
such incentive compensation is paid to other senior executives (generally, before March 15 of the next year). |
|
· |
An amount equivalent to 150% in the case of Messrs. Vaters, Mason and Finegan, and 200% in the case of Mr. Milinazzo, of the executive’s Base Amount (as defined in the agreement), payable within 30 days after the executive signs a release of claims against the Company and its subsidiaries and the expiration of any revocation period. This multiple increases to 200% in the case of Messrs. Vaters, Mason
and Finegan, and to 250% in the case of Mr. Milinazzo, for payments triggered following a change of control. Under the agreements, “Base Amount” means an amount equal to the sum of: |
|
(1) |
the executive’s annual base salary at the highest annual rate in effect at any time during the term of employment; and |
|
(2) |
the greater of (a) the executive’s target bonus in effect during the fiscal year in which termination of employment occurs, or (b) the greater of (i) the average of his annual bonuses actually earned for the two years ending immediately prior to the year in which termination of employment occurs or (ii) the average of his annual bonuses actually earned for the two years ending immediately prior to the change of
control or potential change of control (as those terms are defined in the Employment Agreement), in each case with adjustments made for eligibility and any partial years. |
|
· |
The ability to exercise any vested stock options or stock appreciation rights granted before June 30, 2009 until the earlier of (i) five years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive’s employment not terminated. |
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· |
The ability to exercise any vested stock options or stock appreciation rights granted after June 29, 2009 until the earlier of (i) two years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive’s employment not terminated. |
|
· |
All stock options previously granted to the executive will vest in full and be immediately exercisable (until the earlier of (i) two years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive’s employment not terminated). Any risk of forfeiture included in restricted stock grants will immediately
lapse. |
|
· |
Continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits) for the executive and his and dependents substantially similar to those being received immediately prior to termination for the lesser of 18 months after termination or until the executive secures coverage from new employment. |
|
· |
In the case of Messrs. Vaters, Mason and Finegan, up to $25,000 for outplacement fees incurred during the 24-month period following the date of termination, and in the case of Mr. Milinazzo a cash payment of $35,000 to be used towards the cost of executive outplacement services or an education program selected by Mr. Milinazzo. |
|
· |
If, prior to an option vesting, the optionee’s employment is terminated other than (1) for cause, (2) upon death or permanent disability, or (3) voluntary termination (as defined in the form option agreement but excluding a retirement in accordance with the Company’s retirement policies (if any) or a termination for “good reason” if
the optionee has entered into an agreement with the Company providing for a termination for “good reason”), any options that would have been vested as of December 31 of the year in which termination occurs shall automatically vest as of the date of termination and remain exercisable by the optionee for 180 days after the date of such termination of employment. The options will be cancelled and will revert back to the Company to the extent not exercised within such period. Any
unvested options on the date of termination will also be cancelled and will revert back to the Company on such date. |
|
· |
If the optionee’s employment is terminated by reason of death or permanent disability, all options shall automatically vest and remain exercisable by the optionee (or a transferee under a domestic relations order, the optionee’s estate, personal representative or beneficiary, as applicable) for 12 months after the date of such termination of employment. The options will be cancelled and will revert
back to the Company to the extent not exercised within such period. |
|
· |
If the optionee’s employment is terminated for cause or if the optionee terminates employment under circumstances constituting a voluntary termination, the optionee may exercise the options (only to the extent vested at the date of termination) at any time within three months after the date of such termination in accordance with their terms, subject only to any different rights contained in an employment agreement. The
options will be cancelled and will revert back to the Company to the extent not exercised within such period. Any unvested options on the date of termination will also be cancelled and will revert back to the Company on such date. |
· |
Upon the occurrence of a change of control of the Company, all options shall automatically vest and remain exercisable in accordance with the provisions applicable thereto. The options will expire and no longer be exercisable to the extent not exercised within 10 years
from the grant date. |
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· |
If an employment agreement expressly provides for different vesting and exercisability of options, the terms of the employment agreement will control. The options will be cancelled and will revert back to the Company to the extent not exercised within such period. |
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· |
If, prior to an option vesting, the director’s service terminates as a result of a voluntary resignation (as defined in the option agreement as the director resigning from the Board of Directors, the director electing not to standing for re-election or the director not being re-elected by the shareholders of Company), any options that would have been vested as of December 31 of the year in which termination occurs
shall automatically vest as of the date of termination and remain exercisable by the optionee for two years after the date of such termination of service. The options will be cancelled and will revert back to the Company to the extent not exercised within such period. Any unvested options on the date of termination will also be cancelled and will revert back to the Company on such date. |
|
· |
If the optionee’s service is terminated by reason of death or permanent disability, all options shall automatically vest and remain exercisable by the optionee (or a transferee under a domestic relations order, the optionee’s estate, personal representative or beneficiary, as applicable) for two years following such termination of service. The options will be cancelled and will revert back to
the Company to the extent not exercised within such period. |
|
· |
If the optionee’s service is terminated for cause, the optionee may exercise the options (only to the extent vested at the date of termination) at any time within three months after the date of such termination in accordance with their terms. The options will be cancelled and will revert back to the Company to the extent not exercised within such period. Any unvested options on the date of
termination will also be cancelled and will revert back to the Company on such date. |
|
· |
Upon the occurrence of a change of control of the Company, all options shall automatically vest and remain exercisable in accordance with the provisions applicable thereto. The options will expire and no longer be exercisable to the extent not exercised within 10 years from the grant date. |
Item 8.01. |
Other Events. |
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits |
10.1 |
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Alan W. Milinazzo. |
10.2 |
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Robert S. Vaters. |
10.3 |
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Bradley R. Mason. |
10.4 |
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Michael M. Finegan. |
10.5 |
Form of Amendment to Stock Option Agreements (for Alan W. Milinazzo, Robert S. Vaters, Bradley R. Mason, and Michael M. Finegan). |
10.6 |
Form of Employee Non-Qualified Stock Option Agreement. |
10.7 |
Form of Non-Employee Director Non-Qualified Stock Option Agreement. |
Orthofix International N.V. | |||
By: |
/s/ Raymond C. Kolls | ||
Raymond C. Kolls | |||
Senior Vice President & General Counsel |
Exhibit No. |
Description | |
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Alan W. Milinazzo. | ||
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Robert S. Vaters. | ||
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Bradley R. Mason. | ||
Amended and Restated Employment Agreement, entered into and effective as of July 1, 2009, by and between Orthofix Inc. and Michael M. Finegan. | ||
Form of Amendment to Stock Option Agreements (for Alan W. Milinazzo, Robert S. Vaters, Bradley R. Mason, and Michael M. Finegan). | ||
Form of Employee Non-Qualified Stock Option Agreement. | ||
Form of Non-Employee Director Non-Qualified Stock Option Agreement. |