|
Check
the appropriate box:
|
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|
ý
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Preliminary
Proxy Statement
|
|
|
o
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Confidential,
for Use of the Commission Only (as permitted
by Rule
14a-6(e)(2))
|
|
|
o
|
Definitive
Proxy Statement
|
|
|
o
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Definitive
Additional Materials
|
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o
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Soliciting
Material Pursuant to §240.14a-12
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ORTHOFIX
INTERNATIONAL N.V.
|
||
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(Name
of Registrant as Specified In Its Charter)
|
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(Name
of Person(s) Filing Proxy Statement,
if other than the
Registrant)
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|
Payment
of Filing Fee (Check the appropriate
box):
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No
fee required.
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o
|
Fee
computed on table below per Exchange
Act Rules 14a-6(i)(1) and
0-11.
|
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|
(1)
|
Title
of each class of securities to which
transaction
applies:
|
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(2)
|
Aggregate
number of securities to which transaction
applies:
|
|
|
(3)
|
Per
unit price or other underlying value
of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is
calculated and state how it was determined):
|
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(4)
|
Proposed
maximum aggregate value of transaction:
|
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(5)
|
Total
fee paid:
|
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|
o
|
Fee
paid previously with preliminary materials.
|
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|
o
|
Check
box if any part of the fee is offset
as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for
which the offsetting fee was paid
previously. Identify the previous filing
by registration statement number,
or the Form or Schedule and the date
of its filing.
|
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(1)
|
Amount
Previously Paid:
|
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(2)
|
Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
|
Date
Filed:
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Sincerely,
|
|
|
/s/
Alan W. Milinazzo
|
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Alan
W. Milinazzo
|
|
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President
and Chief Executive Officer and
Director
|
|
By
Order of the Board of Directors
|
|
|
/s/
Raymond C. Kolls
|
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Raymond
C. Kolls
|
|
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Senior
Vice President, General Counsel and Corporate
Secretary
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1
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3
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5
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5
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8
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10
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10
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10
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21
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23
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24
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25
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25
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30
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36
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38
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39
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42
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50
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51
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52
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53
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54
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55
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| Appendices: | ||
|
Appendix
I
|
||
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Appendix
II
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||
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Appendix
III
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||
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Appendix
IV
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Investor
Relations
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Orthofix
International N.V.
|
|
|
10115
Kincey Ave., Suite 250
|
|
|
Huntersville,
NC 28078
|
|
|
Attention: Mr.
Dan Yarbrough
|
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of Class
|
|
FMR
Corp
82
Devonshire Street
Boston,
MA 02109
|
2,458,858*
(1)
|
14.9%*
|
|
Robert
Gaines-Cooper
Orthofix
International N.V.
7
Abraham de Veerstraat
Curacao,
Netherlands Antilles
|
1,613,200*
(2)
|
9.8%*
|
|
Paradigm
Capital Management, Inc
Nine
Elk Street
Albany,
NY 12207
|
1,423,750*
(3)
|
8.6%*
|
|
Columbia
Wanger Asset Management, L.P.(5)
227
West Monroe Street, Suite 3000
Chicago,
IL 60606
|
1,224,500*
(4)
|
7.4%*
|
|
(1)
|
Information
obtained from Schedule 13G/A filed with the SEC by FMR Corp. (“FMR”) on
February 14, 2007. The Schedule 13G/A discloses that, of these
shares, FMR has sole power to vote or direct the vote of 288,800
shares
and sole power to dispose or to direct the disposition of 2,458,858
shares.
|
|
(2)
|
Amount
consists of (i) 332,700 shares owned directly, (ii) 693,000 shares
owned
by a trust in which Mr. Gaines-Cooper has an indirect interest, (iii)
400,000 shares owned by Venner Capital S.A. (formerly LMA International
S.A.) and (iv) 187,500 currently exercisable stock
options. Information obtained by the Company from Mr.
Gaines-Cooper.
|
|
(3)
|
Information
obtained from Schedule 13G/A filed with the SEC by Paradigm Capital
Management, Inc. (“Paradigm”) on February 14, 2007. The Schedule
13G/A discloses that, of these shares, Paradigm has sole power to
vote or
direct the vote of 1,423,750 shares and sole power to dispose or
to direct
the disposition of 1,423,750
shares.
|
|
(4)
|
Information
obtained from Schedule 13G filed with the SEC by Columbia Wanger
Asset
Management, L.P. on January 12, 2007. The Schedule 13G discloses
that, of these shares, Paradigm has sole power to vote or direct
the vote
of 1,064,500 shares, shared power to vote or direct the vote of 160,000
shares and sole power to dispose or to direct the disposition of
1,224,500
shares.
|
|
Name
of Beneficial Owner
|
|
Amount
and Nature
of Beneficial Ownership
|
|
Percentage
of
Class
|
|
Bradley
R. Mason
|
203,255
(1) **
|
|
1.2%
**
|
|
|
James
F. Gero
|
|
103,172
(2) **
|
|
*
**
|
|
Peter
J. Hewett
|
|
94,300
(3) **
|
|
*
**
|
|
Jerry
C. Benjamin
|
87,282
(4) **
|
*
**
|
||
|
Thomas
Hein
|
|
80,277
(5) **
|
|
*
**
|
|
Alan
W. Milinazzo
|
66,534
(6) **
|
*
**
|
||
|
Raymond
C. Kolls
|
35,067
(7) **
|
|
*
**
|
|
|
Walter
P. von Wartburg
|
|
18,000
(8) **
|
|
*
**
|
|
Michael
M. Finegan
|
16,667
(9) **
|
|
*
**
|
|
|
Stefan
Widensohler
|
|
14,000
(10) **
|
|
*
**
|
|
Thomas
J. Kester
|
|
13,000
(11) **
|
|
*
**
|
|
Kenneth
R. Weisshaar
|
|
12,500
(12) **
|
|
*
**
|
|
Guy
J. Jordan
|
12,000
(13) **
|
|
*
**
|
|
|
Charles
W. Federico
|
|
5,225
(14) **
|
|
*
**
|
|
Galvin
Mould
|
0
**
|
|
*
**
|
|
|
All
directors, nominees for director and executive officers as a
group (17
persons)
|
|
761,279
**
|
|
4.6%
**
|
|
*
|
Represents less than one percent. |
| ** | Definitive proxy statement will provide updated information as of the record date. |
|
(1)
|
Includes
42,501 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 160,754
shares owned indirectly.
|
|
(2)
|
Includes
27,600 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 75,572
shares owned directly.
|
|
(3)
|
Includes
63,300 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 31,000
shares owned directly.
|
|
(4)
|
Includes
18,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 69,282
shares owned
directly.
|
|
(5)
|
Includes
77,535 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 2,742
shares owned directly.
|
|
(6)
|
Includes
53,334 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 13,200
shares owned indirectly.
|
|
(7)
|
Includes
33,867 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 1,200
shares owned directly.
|
|
(8)
|
Includes
18,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record
date.
|
|
(9)
|
Includes
16,667 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record
date.
|
|
(10)
|
Includes
12,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 2,000
shares owned directly.
|
|
(11)
|
Includes
12,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 1,000
shares owned directly.
|
|
(12)
|
Includes
12,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record date
and 500
shares owned directly.
|
|
(13)
|
Includes
12,000 shares issuable pursuant to stock options that are currently
exercisable or exercisable within 60 days of the record
date.
|
|
(14)
|
Amount
consists of 4,325 shares owned directly and 900 shares owned
indirectly.
|
|
The
Compensation Committee
|
|
|
Thomas
J. Kester, Chairman
|
|
|
Guy
J. Jordan
|
|
| Walter P. von Wartburg | |
|
Stefan
Widensohler
|
|
|
|
|
·
|
Arrow
International, Inc.
|
·
|
Integra
LifeSciences Holding Corporation
|
|
|
·
|
CONMED
Corporation
|
·
|
Kyphon,
Inc.
|
|
|
·
|
Cooper
Companies, Inc.
|
·
|
Resmed,
Inc.
|
|
|
·
|
Datascope
Corporation
|
·
|
Respironics,
Inc.
|
|
|
·
|
DJO
Incorporated
|
·
|
VIASYS
Healthcare, Inc.
|
|
|
·
|
Edwards
Lifesciences Corporation
|
·
|
Vital
Signs, Inc.
|
|
|
·
|
Encore
Medical Corporation
|
·
|
Wright
Medical Group, Inc.
|
|
|
·
|
Haemonetics
Corporation
|
|
·
|
annual
salary;
|
|
·
|
performance-based
incentives in the form of annual cash bonuses;
and
|
|
·
|
long-term
equity-based incentives in the form of stock options granted under
our
current 2004 LTIP.
|
|
Pay
Element
|
Market
Position
|
Rationale
|
|
Annual
Salary
|
50th
Percentile
|
“Competitive”
annual salary.
|
|
Total
Cash Goal (1)
|
Up
to 75th
Percentile
|
Opportunity
for greater than “competitive” cash compensation if performance exceeds
expectations.
|
|
Long-Term
Incentive Grants
|
50th
Percentile
|
Reward
performance, retain key employees and provide alignment with
shareholder
interests while thoughtfully managing share
utilization/dilution.
|
|
Total
Direct Compensation Goal (2)
|
60th
Percentile
+
|
Align
long-term incentive plus total cash with shareholder interest
and reward
long-term performance. The combination of 75th
percentile
total cash goal and 50th
percentile
long-term incentive grants results in approximately 60th
percentile
total direct
compensation.
|
|
(1)
|
Total
cash compensation equals annual salary plus annual cash
incentives.
|
|
(2)
|
Total
direct compensation equals total cash plus annualized expected value
of
long-term incentives.
|
|
·
|
50%
– based on the attainment of a specified dollar amount of net income
or
operating income;
|
|
·
|
40%
– based on attainment of specified dollar amount of sales;
and
|
|
·
|
10%
– based on individual performance
goals.
|
|
Performance
Goal
|
Weighting
|
Attainment
|
Product
|
|
Net/Operating
Income
|
50%
|
50%
|
25%
|
|
Sales
|
40%
|
75%
|
30%
|
|
Individual
Objectives
|
10%
|
100%
|
10%
|
|
Weighted
Percentage:
|
65%
|
|
·
|
in
conjunction with the second in-person Board meeting of the fiscal
year
generally held in May or June;
|
|
·
|
as
new-hire incentives or in connection with promotion to a new
position;
|
|
·
|
in
connection with our acquisitions;
and
|
|
·
|
otherwise
in connection with retention, reward or other purposes based on the
particular facts and circumstances determined by the
Committee.
|
|
·
|
If,
prior to option vesting, the optionee’s employment terminates other than
(1) for cause, or (2) upon death or permanent disability, the options
that
would have been vested as of December 31 of the year in which termination
occurs shall automatically vest 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 terminates by reason of death or permanent
disability, all options shall automatically vest and remain exercisable
by
the optionee (or 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, the optionee may
exercise the options (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
termination of employment provisions applicable thereto. The
options will expire and no longer be exercisable to the extent not
exercised within 10 years from the Grant
Date.
|
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan Compensation
($)(3)
|
All
Other Compensation
($)(4)
|
Total
($)
|
||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(f)
|
(g)
|
(i)
|
(j)
|
||||||||||||||||||
|
Alan
W. Milinazzo – President and Chief Executive Officer (Principal
Executive
Officer)(5)
|
2006
|
407,500
|
40,000
|
905,003
|
178,450
|
34,509(6)
|
1,565,462
|
||||||||||||||||||
|
Charles
W. Federico – Former President and Chief Executive Officer (Principal
Executive Officer)(7)
|
2006
|
156,402
|
–
|
656,000(8)
|
49,874(9)
|
569,345(10)
|
1,431,621
|
||||||||||||||||||
|
Thomas
Hein – Chief Financial Officer (Principal Financial
Officer)
|
2006
|
270,375
|
25,000
|
294,158
|
90,197
|
30,229(11)
|
709,959
|
||||||||||||||||||
|
Michael
M. Finegan – Vice President of Corporate Development
|
2006
|
139,462
|
100,000
|
196,510
|
85,750
|
–
|
521,722
|
||||||||||||||||||
|
Raymond
C. Kolls – Senior Vice President, General Counsel and Corporate
Secretary
|
2006
|
220,626
|
25,000
|
249,735
|
66,836
|
28,539(12)
|
590,736
|
||||||||||||||||||
|
Bradley
R. Mason – Vice President of the Company and President, Breg,
Inc.
|
2006
|
257,500
|
–
|
618,473
|
24,720
|
11,820(13)
|
912,513
|
||||||||||||||||||
|
Galvin
Mould – Former Vice President and President, International
Division (14)
|
2006
|
44,153
|
–
|
59,695
|
–
|
455,311(15)
|
559,159
|
||||||||||||||||||
|
(1)
|
Amounts
shown reflect cash bonuses determined by the Committee based on
each named
executive officer’s contribution to the closing of the acquisition of
Blackstone Medical, Inc. In addition to a $25,000 bonus
relating to this acquisition, Mr. Finegan’s amount reflects a $75,000
signing bonus paid upon his commencement of employment with
us.
|
|
(2)
|
Amounts
shown do not reflect compensation actually received. Instead,
the amounts shown are the 2006 compensation cost recognized for
stock
option awards for financial statement reporting purposes as determined
pursuant to Statement of Financial Accounting Standards No. 123(R),
or FAS 123R. The assumptions used in the calculation of values
of stock option awards are set forth under the section entitled
“Share-based Compensation” in “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Critical
Accounting Policies and Estimates” in the Company’s Annual Report on Form
10-K for 2006, filed with the SEC on March 16, 2007 (as
amended). Mr. Mould is the only named executive officer
that forfeited stock options during
2006.
|
|
(3)
|
Amounts
shown reflect cash bonuses paid in 2007 for performance in 2006
pursuant
to our annual incentive program.
|
|
(4)
|
Excludes
perquisites and other personal benefits unless the aggregate amount
of
such annual compensation exceeded $10,000 for the named executive
officer.
|
|
(5)
|
Effective
April 1, 2006, Mr. Milinazzo was promoted from Chief Operating
Officer and
succeeded Mr. Federico as President and Chief Executive Officer
of the
Company. In conjunction with his promotion, Mr. Milinazzo’s
salary was increased to $430,000 per year (pro-rated for the partial
year). Additionally, Mr. Milinazzo was elected as a director of
the Company on December 5, 2006. As an employee director, Mr.
Milinazzo does not receive additional fees for his services as
director. Since Mr. Milinazzo is listed in this Summary
Compensation Table, he is not listed in the Director Compensation
Table
below.
|
|
(6)
|
This
amount includes $10,800 for car allowance, $2,162 for insurance
premiums
paid by, or on behalf of, the Company with respect to term life
insurance,
$8,800 for 401k matching and $12,747 for spousal travel expenses
in
connection with the December 2006 meeting of the
Board.
|
|
(7)
|
On
April 1, 2006, Mr. Federico resigned from his position as President
and
Chief Executive Officer of the Company as part of the Company’s transition
plan to promote Mr. Milinazzo to those positions. As part of
such transition, Mr. Federico voluntarily terminated his employment
with
the Company for “good reason” under his employment agreement with the
Company. Mr. Federico remains a director of the
Company. See “Agreements with Named Executive Officers –
Executive Employment Agreement for Charles W. Federico.” Since
Mr. Federico is listed in this Summary Compensation Table, he is
not
listed in the Director Compensation Table
below.
|
|
(8)
|
This
amount consists of a compensation expense recorded in 2006 as a
result of
the acceleration of stock options in connection with the termination
of
his employment with the Company. See “Agreements with Named
Executive Officers – Executive Employment Agreement for Charles W.
Federico.”
|
|
(9)
|
Under
the terms of his employment agreement and as calculated in accordance
with
our annual incentive program, Mr. Federico was paid $49,874 as
a pro rata
bonus for his services to the Company through April 1,
2006. See “Agreements with Named Executive Officers – Executive
Employment Agreement for Charles W.
Federico.”
|
|
(10)
|
This
amount includes $518,275 received as a salary-related severance
payment
under his employment agreement resulting from his termination of
employment, $41,250 for partial year service as a non-employee
director,
$3,394 for car allowance, $3,786 for insurance premiums paid by,
or on
behalf of, the Company with respect to term life insurance, $2,640
for an
annual physical.
|
|
(11)
|
This
amount includes $10,800 for car allowance, $1,067 for insurance
premiums
paid by, or on behalf of, the Company with respect to term life
insurance,
$600 for tax preparation fees, $8,800 for 401k
matching and $8,962 for spousal travel expenses in
connection with the December 2006 meeting of the
Board.
|
|
(12)
|
This
amount includes $10,800 for car allowance, $253 for insurance premiums
paid by, or on behalf of, the Company with respect to term life
insurance,
$8,800 for 401k matching and $8,686 for spousal travel expenses
in
connection with the December 2006 meeting of the
Board.
|
|
(13)
|
This
amount includes $10,800 for car allowance, $750 for 401k matching
and $270
for insurance premiums paid by, or on behalf of, the Company with
respect
to term life insurance.
|
|
(14)
|
Mr.
Mould’s employment with the Company terminated pursuant to the terms
of an
agreement effective as of February 23, 2006. Mr. Mould
forfeited 4,034 vested stock options, which expired 180 days after
his
termination date.
|
|
(15)
|
Includes
$433,773 received as a severance payment under his employment agreement
with Intavent Orthofix Limited resulting from his termination of
employment, $6,782 for car allowance,
$12,914 for private healthcare
benefits paid by, or on behalf of, the Company and $1,842 for benefits
as
required by the applicable U.K. pension arrangement for local
employees.
|
|
Name
|
Grant
Date
|
Approval
Date
|
All
Other Option Awards: Number of Securities Underlying Options
(#) |
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Equity Award(1) |
|
(a)
|
(b)
|
(j)
|
(k)
|
(l)
|
|
|
Alan
W. Milinazzo
|
04/11/2006
|
04/11/2006
|
100,000
|
39.94
|
1,389,141
|
|
Thomas
Hein
|
6/30/2006
|
06/07/2006
|
30,000
|
38.11
|
400,015
|
|
Michael
M. Finegan
|
6/29/2006
|
06/07/2006
|
50,000
|
38.11
|
666,690
|
|
Raymond
C. Kolls
|
6/30/2006
|
6/07/2006
|
30,000
|
38.11
|
400,015
|
|
Bradley
R. Mason
|
6/30/2006
|
6/07/2006
|
20,000
|
38.11
|
266,675
|
|
(1)
|
Amounts
shown reflect the grant date fair value of the stock options awarded
calculated in accordance with FAS
123R.
|
|
Option
Awards
|
||||
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable(1)
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
|
Alan
W. Milinazzo
|
20,000
|
40,000(2)
|
46.33
|
09/01/2015
|
|
–
|
100,000(3)
|
39.94
|
04/11/2016
|
|
|
Total
|
20,000
|
140,000
|
–
|
–
|
|
Thomas
Hein
|
15,000
|
–
|
16.625
|
05/10/2010
|
|
7,500
|
–
|
25.00
|
06/08/2011
|
|
|
12,500
|
–
|
33.00
|
05/14/2012
|
|
|
10,000
|
–
|
32.18
|
08/06/2013
|
|
|
6,667
|
3,333(4)
|
34.81
|
10/04/2014
|
|
|
2,534
|
1,266(5)
|
37.76
|
12/02/2014
|
|
|
6,667
|
13,333(6)
|
43.04
|
06/30/2015
|
|
|
–
|
30,000(7)
|
38.11
|
06/30/2016
|
|
|
Total
|
60,868
|
47,932
|
–
|
–
|
|
Michael
M. Finegan
|
–
|
50,000(8)
|
38.11
|
06/29/2016
|
|
Total
|
–
|
50,000
|
–
|
–
|
|
Raymond
C. Kolls
|
–
|
15,000(9)
|
38.40
|
07/01/2014
|
|
4,434
|
8,866(10)
|
43.04
|
06/30/2015
|
|
|
–
|
30,000(11)
|
38.11
|
06/30/2016
|
|
|
Total
|
4,434
|
53,866
|
–
|
–
|
|
Bradley
R. Mason
|
22,500
|
127,500(12)
|
38.00
|
12/30/2013
|
|
6,667
|
13,333(13)
|
43.04
|
06/30/2015
|
|
|
–
|
20,000(14)
|
38.11
|
06/30/2016
|
|
|
Total
|
29,167
|
160,833
|
–
|
–
|
|
|
(1)
|
All
options listed in this column are
vested.
|
|
|
(2)
|
The
options vested in a one-third increment on September 1, 2006, and
the
second and third increments vest on September 1, 2007 and September
1,
2008.
|
|
|
(3)
|
The
options vest in one-third increments on April 11, 2007, April 11,
2008 and
April 11, 2009.
|
|
|
(4)
|
The
options vested in one-third increments on October 4, 2005 and October
4,
2006, and the third increment vests on October 4,
2007.
|
|
|
(5)
|
The
options vested in one-third increments on December 2, 2005 and December
2,
2006, and the third increment vests on December 2,
2007.
|
|
|
(6)
|
The
options vested in a one-third increment on June 30, 2006, and the
second
and third increments vest on June 30, 2007 and June 30,
2008.
|
|
|
(7)
|
The
options vest in one-third increments on June 30, 2007, June 30, 2008
and
June 30, 2009.
|
|
|
(8)
|
The
options vest in one-third increments on June 29, 2007, June 29, 2008
and
June 29, 2009.
|
|
|
(9)
|
The
options vest on July 1, 2007.
|
|
|
(10)
|
The
options vested in a one-third increment on June 30, 2006, and the
second
and third increments vest on June 30, 2007 and June 30,
2008.
|
|
|
(11)
|
The
options vest in one-third increments on June 30, 2007, June 30, 2008
and
June 30, 2009.
|
|
|
(12)
|
The
options vest on December 30, 2007.
|
|
|
(13)
|
The
options vested in a one-third increment on June 30, 2006, and the
second
and third increments vest on June 30, 2007 and June 30,
2008.
|
|
|
(14)
|
The
options vest in one-third increments on June 30, 2007, June 30, 2008
and
June 30, 2009.
|
|
Option
Awards
|
||||||||
|
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
||||||
|
(a)
|
(b)
|
(c)
|
||||||
|
Charles
W. Federico
|
299,400
|
4,854,204
|
||||||
|
Galvin
Mould
|
48,617
|
548,365
|
||||||
|
Name
|
Title
|
Base
Salary (annualized)
|
|||
|
Alan
W. Milinazzo
|
President
and Chief Executive Officer of Orthofix International N.V.;
Chief
Executive Officer of Orthofix Inc.
|
$ |
451,500
|
||
|
Thomas
Hein
|
Chief
Financial Officer of Orthofix International N.V. and Orthofix
Inc.
|
$ |
270,375
|
||
|
Michael
M. Finegan
|
Vice
President of Corporate Development of Orthofix International
N.V. and
Orthofix Inc.
|
$ |
245,000
|
||
|
Raymond
C. Kolls
|
Senior
Vice President, General Counsel and Corporate Secretary of
Orthofix
International N.V. and Orthofix Inc.
|
$ |
233,640
|
||
|
·
|
By
mutual written agreement of Orthofix Inc. and the executive
officer;
|
|
·
|
Upon
the executive officer’s death;
|
|
·
|
By
Orthofix Inc. in the event the executive officer incurs a disability
(as
that term is defined in each agreement) for a continuous period exceeding
90 days or for a total of 180 days during any period of 12 consecutive
months;
|
|
·
|
By
the executive officer for good reason (as that term is defined in
each
agreement);
|
|
·
|
By
Orthofix Inc. for cause (as that term defined in each agreement)
or
without cause; or
|
|
·
|
By
the executive officer voluntarily.
|
|
·
|
Upon
Mr. Mason’s death or retirement;
|
|
·
|
By
Orthofix International N.V. in the event Mr. Mason incurs a disability
(as
that term is explained in the agreement) for a continuous period
exceeding
120 days during any period of 12 consecutive months and he is qualified
and eligible to receive disability
benefits;
|
|
·
|
By
Mr. Mason for good reason (as that term is defined in the agreement)
not
later than 90 days following the event constituting good reason;
or
|
|
·
|
By
Orthofix International N.V. for cause (as that term defined in the
agreement) or without cause.
|
|
·
|
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.
|
|
·
|
An
amount equivalent to a multiple of the executive officer’s Base Amount
payable within 30 days after the date of termination calculated as
set
forth in the employment agreement. This multiple increases as
described below for payments triggered following a change of
control. “Base Amount” means an amount equal to the sum
of:
|
|
(1)
|
the
executive officer’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 officer’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.
|
|
·
|
All
stock options previously granted to the executive officer will vest
in
full and be immediately exercisable. Any risk of forfeiture
included in restricted stock grants will immediately lapse. If
the executive officer’s termination is for good reason or without cause,
the executive officer will have until the later of (1) December 31st
of the year
that his options would otherwise expire due to his termination or
(2) two
and one-half months after the date his options would otherwise expire,
to
exercise any outstanding stock
options.
|
|
·
|
Continuation
of basic employee group welfare benefits (but not pension, retirement,
profit-sharing, severance or similar compensatory benefits) for him
and
dependents substantially similar to those being received immediately
prior
to termination for a certain amount of
time.
|
|
·
|
Up
to $25,000 for incurred outplacement fees during the 24-month period
following the date of termination.
|
|
·
|
Any
amounts actually earned or owing through the date of termination
(such as
base salary, incentive compensation or accrued vacation);
and
|
|
·
|
Any
benefits under the Company’s stock plans or employee benefit plans
available resulting from the termination events (including under
COBRA),
without the agreement granting any greater rights with respect to
such
matters than provided for in such
plans.
|
|
Name
|
Triggering Event
|
Lump
Sum Severance Payment ($)
|
Value
of Stock-Based Rights ($)(1)
|
Value
of Welfare Benefits ($)
|
Fees
and Expenses of Out-placement Firm ($)(2)
|
Total
($)(3)
|
|
Alan
W. Milinazzo
|
Termination
for death, disability, good reason or without cause
|
967,500
|
1,152,800
|
18,981(4)
|
25,000
|
2,164,281
|
|
Termination
for cause or voluntary termination
|
–
|
–
|
–
|
–
|
–
|
|
|
Change
of control(5)
|
–
|
1,152,800
|
–
|
–
|
1,152,800
|
|
|
Termination
for good reason or without cause within a change of
control period(6)
|
1,290,000
|
–
|
25,308(7)
|
25,000
|
1,340,308
|
|
|
Thomas
Hein
|
Termination
for death, disability, good reason or without cause
|
378,525
|
515,622
|
13,787(8)
|
25,000
|
932,934
|
|
Termination
for cause or voluntary termination
|
–
|
–
|
–
|
–
|
–
|
|
|
Change
of control(5)
|
–
|
515,622
|
–
|
–
|
515,622
|
|
|
Termination
for good reason or without cause within a change of
control period(6)
|
567,788
|
–
|
20,681(4)
|
25,000
|
613,469
|
|
Name
|
Triggering Event
|
Lump
Sum Severance Payment ($)
|
Value
of Stock-Based Rights ($)(1)
|
Value
of Welfare Benefits ($)
|
Fees
and Expenses of Out-placement Firm ($)(2)
|
Total
($)(3)
|
|
Michael
M. Finegan
|
Termination
for death, disability, good reason or without cause
|
330,750
|
594,500
|
10,492(8)
|
25,000
|
960,742
|
|
Termination
for cause or voluntary termination
|
–
|
–
|
–
|
–
|
–
|
|
|
Change
of control(5)
|
–
|
594,500
|
–
|
–
|
594,500
|
|
|
Termination
for good reason or without cause within a change of control
period(6)
|
496,125
|
–
|
15,738
(4)
|
25,000
|
536,863
|
|
|
Raymond
C. Kolls
|
Termination
for death, disability, good reason or without cause
|
296,331
|
592,407
|
10,745
(8)
|
25,000
|
924,483
|
|
Termination
for cause or voluntary termination
|
–
|
–
|
–
|
–
|
–
|
|
|
Change
of control(5)
|
–
|
592,407
|
–
|
–
|
592,407
|
|
|
Termination
for good reason or without cause within a change of control
period(6)
|
444,497
|
–
|
16,118
(4)
|
25,000
|
485,615
|
|
|
(1)
|
The
amount disclosed is the value of the accelerated options calculated
as the
difference between the exercise price and the closing price as of
December
29, 2006.
|
|
|
(2)
|
Maximum
fees and expenses during 24 months following date of
termination.
|
|
|
(3)
|
In
addition to this amount, if a dispute arises under or in connection
with
an agreement the Company will be responsible for its own fees, costs
and
expenses and shall pay to the executive officer an amount equal to
all
reasonable attorneys’ and related fees, costs and expenses incurred by the
executive officer in connection with the arbitration of that dispute
subject to certain exceptions, as discussed
below.
|
|
|
(4)
|
For
18 months post-termination (assuming the executive officer does not
secure
coverage from new employment during that
time).
|
|
|
(5)
|
The
stock option agreements under the 2004 LTIP provide that the
exercisability of outstanding options accelerates upon a change of
control. As noted above, all the employment agreements provide
for a “double-trigger” so that a change of control (as that term is
defined in the employment agreement) alone does not grant the executive
officer severance benefits. The definition of this event in the
executive officer’s stock option agreement is different than that provided
in each executive officer’s employment
contract.
|
|
|
(6)
|
As
defined in the employment contract, a “change of control period” means the
24 month period commencing on the date of a change of control (as
that
term is defined in the agreement). This period will instead
commence on the date immediately prior to the date of the executive
officer’s termination if the termination is prior to the change of control
date under certain circumstances set forth in the agreement. If
this event were to occur simultaneously with the change of control,
the
executive would also receive the benefits described under “Change of
control” in the table above. If termination occurs following
the “Change of control,” the executive officer will receive these benefits
in addition to those described under “Change of control”
above.
|
|
|
(7)
|
For
24 months post-termination (assuming the executive officer does not
secure
coverage from new employment during that
time).
|
|
|
(8)
|
For
12 months post-termination (assuming the executive officer does not
secure
coverage from new employment during that
time).
|
|
·
|
the
average of his annual base salary at the highest rate in effect in
the
90-day period immediately before the termination and his annual base
salary for the year preceding the
termination;
|
|
·
|
the
average of his annual bonuses for the two years before the year in
which
the termination occurs; and
|
|
·
|
his
annual automobile allowance.
|
|
·
|
the
term of the agreement automatically extends for one year from the
date of
the change of control (unless the then current term is greater than
one
year);
|
|
·
|
all
stock options and stock appreciation rights will vest automatically
(provided, however, that the inducement stock award granted to Mr.
Mason
is governed by the terms and conditions of the applicable Performance
Accelerated Stock Option Inducement Agreement);
and
|
|
·
|
any
forfeiture provisions included in Mr. Mason’s restricted stock awards will
immediately lapse.
|
|
|
·
|
the
greater of (1) the average of
his annual base salary at the highest rate in effect in the 90-day
period
immediately before the termination and his annual base salary for
the year
preceding the termination and (2) the average of his annual base
salary in
effect immediately before the change of control and his annual
base salary
for the year preceding the change of
control;
|
|
|
·
|
the
greater of (a) the average of
his annual bonuses for the two years before the year in which the
termination occurs and (b) the average of his annual bonuses for
the two
years before the year in which the change of control occurs;
and
|
|
|
·
|
his
annual automobile
allowance.
|
|
Triggering
Event
|
Lump
Sum Severance Payment ($)(1)
|
Value
of Stock-Based Rights ($)
|
Value
of Welfare Benefits ($)(2)
|
Fees
and Expenses of Out-placement Firm ($)(3)
|
Total
($)
|
|
Termination
without cause
|
293,020
|
–
|
10,488
|
20,000
|
323,508(4)
|
|
Termination
for good reason
|
146,510
|
–
|
10,488
|
20,000
|
176,998(4)
|
|
Termination
for cause or voluntary termination
|
–
|
–
|
–
|
–
|
–
|
|
Change
of control
|
–
|
1,860,598
(5)
|
–
|
–
|
1,860,598
|
|
Termination
for good reason or without cause within a change of control
period
|
293,020
|
–
|
10,488
|
20,000
|
323,508(6)
|
|
|
(1)
|
Includes
accrued vacation amounts to be paid under California
law.
|
|
|
(2)
|
For
12 months post-termination (assuming the executive officer does not
secure
coverage from new employment during that
time).
|
|
|
(3)
|
We
will be responsible for any costs and expenses incurred in hiring
an
executive outplacement firm for Mr. Mason, up to the amount
disclosed.
|
|
|
(4)
|
In
addition to this amount, if a dispute arises under or in connection
with
the employment agreement each party will be responsible for its own
fees,
costs and expenses, but if employee is the prevailing party we shall
pay
to Mr. Mason an amount equal to all attorneys’ and related fees, costs and
expenses.
|
|
|
(5)
|
Mr.
Mason’s employment agreement and PASO agreement provide that the
exercisability of outstanding options accelerates upon a change of
control. The amount disclosed is the value of the accelerated
options calculated as the difference between the exercise price and
the
closing price as of December 29,
2006.
|
|
|
(6)
|
In
addition to this amount, if a dispute arises under or in connection
with
the employment agreement Mr. Mason may retain counsel at the expense
of
the Company to represent him in any legal proceeding arising out
of such
agreement. Without respect to whether Mr. Mason prevails, we
shall pay to Mr. Mason an amount equal to all attorneys’ and related fees,
costs and expenses (subject to certain
exceptions).
|
|
Name(1)
|
Fees
Earned or
Paid
in
Cash
($)(2)
|
Option
Awards
($)(3)
|
All
Other
Compensation
($)(4)
|
Total
($)
|
|
(a)
|
(b)
|
(d)
|
(g)
|
(h)
|
|
Jerry
C. Benjamin
|
65,000(5)
|
92,019
|
–
|
157,019
|
|
Robert
Gaines-Cooper(6)
|
55,000
|
–
|
81,274(7)
|
136,274
|
|
James
F. Gero – Chairman(8)
|
200,006
|
158,526
|
14,280(9)
|
372,812
|
|
Peter
J. Hewett
|
55,000
|
–
|
143,599(10)
|
198,599
|
|
Guy
J. Jordan
|
60,000(11)
|
91,321
|
11,997(12)
|
163,318
|
|
Thomas
J. Kester
|
60,000(13)
|
78,841
|
10,281(14)
|
149,122
|
|
Walter
P. von Wartburg
|
60,000(15)
|
100,596
|
–
|
160,596
|
|
Kenneth
R. Weisshaar
|
55,000
|
91,321
|
–
|
146,321
|
|
Stefan
Widensohler
|
55,000
|
91,321
|
–
|
146,321
|
|
|
(1)
|
Mr.
Milinazzo and Mr. Federico were directors and executive officers
during
2006. As such, information about them and their compensation
figures are only listed in the Summary Compensation Table above and
not in
this Director Compensation Table.
|
|
|
(2)
|
Each
of our non-employee directors receives an annual fee of $55,000 for
his
services (pro-rated for partial
years).
|
|
|
(3)
|
Amounts
shown do not reflect compensation actually received. Instead,
the amounts shown are the 2006 compensation cost recognized for stock
option awards for financial statement reporting purposes as determined
pursuant to Statement of Financial Accounting Standards No. 123(R),
or FAS
123R. The assumptions used in the calculation of values of
stock option awards are set forth under the section entitled “Share-based
Compensation” in “Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations – Critical Accounting
Policies and Estimates” in the Company’s Annual Report on Form 10-K for
2006, filed with the SEC on March 16, 2007 (as amended). No
stock options were granted to, or forfeited by, any of our directors
during 2006. Our directors’ outstanding option awards as of December 29,
2006 are as follows: Mr. Benjamin – 36,000; Mr. Gaines-Cooper – 187,500;
Mr. Gero – 56,000; Mr. Hewett – 63,300; Dr. Jordan – 30,000; Mr. Kester –
30,000; Dr. von Wartburg – 36,000; Mr. Weisshaar – 30,000; and Mr.
Widensohler – 30,000.
|
|
|
(4)
|
Excludes
perquisites and other personal benefits unless the aggregate amount
of
such annual compensation exceeded $10,000 for the
director.
|
|
|
(5)
|
Mr.
Benjamin received an additional $10,000 for his services as Chairman
of
the Audit Committee.
|
|
|
(6)
|
Mr.
Gaines-Cooper voluntarily stepped down as director of the Company
on
December 5, 2006 and Mr. Milinazzo was appointed to fill the
vacancy.
|
|
|
(7)
|
Upon
his retirement from the Board, and in recognition of his significant
contributions to the Company, in lieu of a retirement gift to Mr.
Gaines-Cooper we made a charitable donation in his name to provide
for the
renovation and refurbishment of a library at a children’s school in the
Seychelles.
|
|
|
(8)
|
Mr.
Gero was a director and executive officer during
2006.
|
|
|
(9)
|
Includes
$1,097 for insurance premiums paid by, or on behalf of, the Company
with
respect to term life insurance and $13,183 for spousal travel expenses
in
connection with the December 2006 meeting of the
Board.
|
|
|
(10)
|
This
amount includes $13,474 for
spousal travel expenses in connection with the December 2006 meeting
of
the Board and $130,125 for consulting
fees.
|
|
|
(11)
|
Dr.
Jordan received an additional $5,000 for his services as Chairman
of the
Nominating and Governance
Committee.
|
|
|
(12)
|
Amount
consists of spousal travel expenses in connection with the December
2006
meeting of the Board.
|
|
|
(13)
|
Mr.
Kester received an additional $5,000 for his services as Chairman
of the
Compensation Committee.
|
|
|
(14)
|
Amount
consists of spousal travel expenses in connection with the December
2006
meeting of the Board.
|
|
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(15)
|
In
April 2007 it was decided to compensate Dr. von Wartburg in his role
as
chairman of an ad hoc group of Board members that assist the Board
and
senior management in reviewing selected communications to external
audiences, including $5,000 for his service in
2006.
|
|
Plan
Category
|
Number
of Securities to Be Issued upon Exercise of Outstanding Options
and Rights
(#)
(a)
|
Weighted-Average
Exercise Price of Outstanding Options and Rights ($)
(b)
|
Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans (Excluding Securities Reflected in Column
(a))
(#)
(c)
|
|
Equity
Compensation Plans Approved by Security Holders
|
2,064,361(1)
|
35.43
|
766,932(2)
|
|
Equity
Compensation Plans Not Approved by Security Holders
|
200,000(3)
|
38.00
|
0
|
|
Total
|
2,264,361
|
35.66
|
766,932
|
|
|
(1)
|
Options
were granted pursuant to the following plans: the Staff Share
Option Plan (including the Performance Accelerated Stock Option program)
and the 2004 LTIP. As mentioned above, there are currently no
more shares available for issuance under the Staff Share Option Plan
(including the Performance Accelerated Stock Option
program).
|
|
|
(2)
|
Included
are 141,023 registered shares available for issuance pursuant to
the
Employee Stock Purchase Plan and 625,909 shares remaining available
for
grant under the 2004 LTIP.
|
|
|
(3)
|
On
December 30, 2003, in conjunction with the acquisition of Breg, Inc.,
we
granted inducement stock option awards to two key executive officers
of
Breg, Inc. These option grants were not approved by
shareholders, and were granted in reliance on the NASD exception
to
shareholder approval for equity grants to new hires. See
“Executive Compensation – Compensation Discussion and Analysis – Elements
of In-Service Executive Compensation – Long-Term Equity-Based Incentives –
Previous Equity Compensation Plans – Performance Accelerated Stock Option
Inducement Agreements” for more information on these
grants.
|
|
James
F. Gero
|
Chairman
of the Board of Directors
|
|
Mr.
Gero, 62, became Chairman of Orthofix International N.V. on January
1,
2005 and has been a Director of Orthofix International N.V. since
1998.
Mr. Gero became a Director of AME Inc. in 1990. He is a
Director of Intrusion, Inc., and Drew Industries Inc. and is a
private
investor.
|
|
|
Peter
J. Hewett
|
Deputy
Chairman
|
|
Mr.
Hewett, 71, was appointed Deputy Chairman of the Board of Directors
in
2005 and has been a non-executive Director of Orthofix International
N.V.
since March 1992. He was the Deputy Group Chairman of Orthofix
International N.V. between March 1998 and December
2000. Previously, Mr. Hewett served as the Managing
Director of Caradon Plc, Chairman of the Engineering Division,
Chairman
and President of Caradon Inc., Caradon Plc’s U.S. subsidiary and a member
of the Board of Directors of Caradon Plc of England. In
addition, he was responsible for Caradon Plc’s worldwide human resources
function, and the development of its acquisition
opportunities.
|
|
|
Jerry
C. Benjamin
|
Director
|
|
Mr.
Benjamin, 66, became a non-executive Director of Orthofix International
N.V. in March 1992. He has been a General Partner of Advent
Venture Partners, a venture capital management firm in London,
since
1985. Mr. Benjamin is a director of Micromet, Inc., Phoqus,
Ltd. and a number of private health care companies.
|
|
|
Charles
W. Federico
|
Director
|
|
Mr.
Federico, 58, has been a Director of Orthofix International N.V.
from
October 1996, President and Chief Executive Officer of Orthofix
International N.V. from January 1, 2001 until April 1, 2006 and
President
of Orthofix Inc. from October 1996 to January 1,
2001. From 1985 to 1996 Mr. Federico was the President of
Smith & Nephew Endoscopy (formerly Dyonics, Inc.). From
1981 to 1985, Mr. Federico served as Vice President of Dyonics,
initially
as Director of Marketing and subsequently as General
Manager. Previously he held management and marketing positions
with General Foods Corporation, Puritan Bennett Corporation and
LSE
Corporation. He also currently serves on the boards of
SRI/Surgical Express, Inc. and BioMimetic Therapeutics,
Inc.
|
|
Dr.
Guy J. Jordan, Ph.D.
|
Director
|
|
Dr.
Jordan, 58, became a non-executive Director of Orthofix International
N.V.
in December 2004. Most recently, from 1996 to 2002, Dr. Jordan
served as a Group President at CR Bard, Inc., a medical device
company,
where he had strategic and operating responsibilities for Bard’s global
oncology business and functional responsibility for all of Bard’s research
and development. Dr. Jordan earned a Ph.D. in organic chemistry
from Georgetown University as well as an MBA from Fairleigh Dickinson
University. He also currently serves on the boards of
Specialized Health Products International, Inc. and EndoGastric
Solutions,
Inc.
|
|
|
Thomas
J. Kester, CPA
|
Director
|
|
Mr.
Kester, 60, became a non-executive Director of Orthofix International
N.V.
in August 2004. Mr. Kester retired after 28 years, 18 as an
audit partner, from KPMG LLP in 2002. While at KPMG, he served
as the lead audit engagement partner for both public and private
companies
and also served four years on KPMG’s National Continuous Improvement
Committee. Mr. Kester earned a Bachelor of Science degree in
mechanical engineering from Cornell University and an MBA degree
from
Harvard University.
|
|
|
Alan
W. Milinazzo
|
Director,
President and Chief Executive Officer
|
|
Mr. Milinazzo,
47, joined Orthofix International in 2005 as Chief Operating Officer
and
succeeded to the position of CEO effective as of April 1,
2006. From 2002 to 2005, Mr. Milinazzo was Vice President of
Medtronic Inc.’s Vascular business, as well as, Vice President and General
Manager of Medtronic’s Coronary and Peripheral
businesses. Prior to his time with Medtronic, Mr. Milinazzo
spent 12 years as an executive with Boston Scientific Corporation
in
numerous roles, including Vice President of Marketing for SCEMED
Europe. Mr. Milinazzo brings more than two and a half decades
of experience in the management and marketing of medical device
businesses, including positions with Aspect Medical Systems and
American
Hospital Supply. He earned a bachelor’s degree, cum laude, at
Boston College in 1980.
|
|
|
Dr.
Walter P. von Wartburg
|
Director
|
|
Dr.
von Wartburg, 67, became a non-executive Director of Orthofix
International N.V. in June 2004. He is an attorney and has
practiced privately in his own law firm in Basel, Switzerland since
1999,
specializing in life sciences law. He has also been a Professor
of administrative law and public health policy at the Saint Gall
Graduate
School of Economics in Switzerland for 25 years. Previously, he
held top management positions with Ciba Pharmaceuticals and Novartis
at
their headquarters in Basel, Switzerland.
|
|
|
Kenneth
R. Weisshaar
|
Director
|
|
Mr.
Weisshaar, 56, became a non-executive Director of Orthofix International
N.V. in December 2004. From 2000 to 2002, Mr. Weisshaar served
as Chief Operating Officer and strategy advisor for Sensatex,
Inc. Prior to that, Mr. Weisshaar spent 12 years as a corporate
officer at Becton Dickson, a medical device company, where at different
times he was responsible for global businesses in medical devices
and
diagnostic products and served as Chief Financial Officer and Vice
President, Strategic Planning. Mr. Weisshaar earned a Bachelor
of Science degree from MIT and an MBA from Harvard
University. He currently also serves on the board of Digene
Corporation.
|
|
·
|
because
of the limited number of shares available for issuance under the
2004
LTIP, increase the number of shares subject to awards under the plan
from
2,000,000 to 2,800,000 (which will be aggregated with certain shares
available under the Staff Share Option Plan as described below) to
ensure
that we have a sufficient number of shares of our common stock available
for equity-based awards;
|
|
·
|
provide
for fixed awards to non-employee directors on the date of their first
election to the Board and on each subsequent re-election or
re-appointment;
|
|
·
|
specifically
allow for grants of restricted stock awards under the 2004
LTIP;
|
|
·
|
provide
that the exercise price of any stock option awards be not less than
100%
of fair market value (as defined in the plan) on the date of
grant;
|
|
·
|
prohibit
the repricing of any stock option or stock appreciation right awards
granted under the plan without shareholder
approval;
|
|
·
|
allow
future amendment of the 2004 LTIP and award documents thereunder
to comply
with the requirements of Section 409A of the Internal Revenue Code;
and
|
|
·
|
provide
for certain administrative and other
changes.
|
|
·
|
stock
options;
|
|
·
|
stock
appreciation rights;
|
|
·
|
restricted
stock;
|
|
·
|
restricted
share units;
|
|
·
|
performance
share units; and
|
|
·
|
other
forms of equity-based or equity-related awards that the Committee
determines to be consistent with the purposes of the 2004 LTIP and
the
interests of the Company.
|
|
Name
and Position
|
Number
of Stock Options
(Actual)
|
Number
of Stock Options
(Upon
Amendment and Restatement)
|
|
All
Current Executive Officers as a Group(1)
|
230,000
|
0
|
|
All
Non-Executive Directors as a Group(2)
|
0
|
24,000
|
|
All
Current Non-Executive Officer Employees as a Group
|
586,950
|
0
|
|
(1)
|
For
additional information regarding awards made during 2006 to the named
executive officers, see “Summary Compensation Table” and “Grants of
Plan-Based Awards” above.
|
|
(2)
|
For
additional information regarding awards made during fiscal 2006 to
non-employee directors, see “Director Compensation”
above.
|
|
2006
|
2005
|
|||||||
|
Audit
Fees
|
$ |
2,229,000
|
$ |
1,859,000
|
||||
|
Audit-Related
Fees
|
$ |
133,000
|
$ |
271,000
|
||||
|
Tax
Fees
|
$ |
707,000
|
$ |
799,000
|
||||
|
All
Other
Fees
|
$ |
7,000
|
$ |
4,000
|
||||
|
Total
|
$ |
3,076,000
|
$ |
2,933,000
|
||||
|
The
Audit Committee
|
|
|
Jerry
C. Benjamin, Chairman
|
|
| Thomas J. Kester | |
|
Kenneth
R. Weisshaar
|
|
|
|
|
1.
|
Purposes
of the Plan
|
|
2.
|
Definitions
and Rules of Construction
|
|
3.
|
Administration
|
|
4.
|
Eligibility
|
|
5.
|
Common
Shares Subject to the Plan
|
|
6.
|
Awards
in General
|
|
7.
|
Terms
and Conditions of Options
|
|
8.
|
Terms
and Conditions of Restricted Share Units and Restricted
Stock
|
|
9.
|
Terms
and Conditions of Performance Share
Units
|
|
10.
|
Stock
Appreciation Rights
|
|
11.
|
Other
Awards
|
|
12.
|
Certain
Restrictions
|
|
13.
|
Recapitalization
or Reorganization
|
|
14.
|
Term
of the Plan
|
|
15.
|
Effective
Date
|
|
16.
|
Amendment
and Termination
|
|
17.
|
Electronic
Administration
|
|
18.
|
Miscellaneous
|
|
19.
|
Compliance
with Code Section 409A
|
|
8.3
|
Save
as set out in article 8.5, the directors shall be elected at a General
Meeting of Shareholders by a plurality of votes cast, in person or
by
proxy, by the shareholders. The number of persons constituting
the whole Board of Directors shall be determined by a
resolution of a majority of the Board of Directors, but in no event
shall
the number of directors be less than six or more than
fifteen.
|
|
COMMENTS/ADDRESS
CHANGE: PLEASE
|
||
|
MARK
COMMENT/ADDRESS BOX ON REVERSE SIDE
|
||
|
ORTHOFIX
INTERNATIONAL N.V.
|
||
|
P.O.
BOX 11144
|
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|
NEW
YORK, N.Y. 10203-0144
|
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FOR
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AGAINST
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ABSTAIN
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/_/
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Sign,
Date and Return
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/_/
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2.
|
Proposal
to approve
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/_/
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/_/
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/_/
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the
Proxy Card
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Votes
must be
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amendment
and restatement
|
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Promptly
Using
|
indicated
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of
the Amended and
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the
Enclosed Envelope
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(x)
in Black or Blue
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Restated
2004 Long-Term
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Incentive
Plan.
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1.
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Election
of the following persons to the:
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3.
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Proposal
to approve
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/_/
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/_/
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/_/
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Board
of Directors
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amendments
to Section 8.3
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of
the Articles of
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Association.
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FOR
ALL NOMINEES /_/
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WITHHOLD
AUTHORITY /_/
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EXCEPTIONS
/_/
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4.
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Proposal
to approve
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/_/
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/_/
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/_/
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amendments
to Article 14
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of
the Articles of
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Association.
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Nominees:
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James F. Gero, Peter J. Hewett, Jerry C. Benjamin, |
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5.
|
Proposal
to approve the
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/_/
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/_/
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/_/
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Charles W. Federico, Guy J. Jordan, Thomas J. Kester, |
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balance
sheet and
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Alan W. Milinazzo, Walter P. von Wartburg |
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income
statement at and
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and Kenneth R. Weisshaar. |
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for
the year ended
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December
31, 2006.
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(INSTRUCTIONS: To
withhold authority to vote for any individual
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6.
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Proposal
to ratify the
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/_/
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/_/
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/_/
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nominee,
mark the "Exceptions" box and write that
nominee's name
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selection
of Ernst &
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in
the space provided below).
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Young
as the independent
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registered
public
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*Exceptions
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accounting
firm for
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Orthofix
and its subsidiaries
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for
the fiscal year ending
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December
31, 2007.
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PLEASE
CHECK BOX IF YOU
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INTEND
TO BE PRESENT AT
|
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MEETING.
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COMMENT/ADDRESS
CHANGE
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Please
mark this box if you
|
||||
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have
written
|
||||
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comment/address
change on
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the
reverse side
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SCAN
LINE
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||||||
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IMPORTANT: Please
date this proxy and sign
|
|||||
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exactly
as your name appears hereon. Executors,
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administrators,
trustees, guardians and officers
|
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signing
in a representative capacity should give
|
|||||
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full
title. If Orthofix shares are held in more
|
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than
one capacity, this proxy will be deemed to
|
|||||
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vote
all Orthofix shares held in all capacities.
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Date Share
Owner sign here Co-Owner
sign
here
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