form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 23, 2009
______________________
Orthofix
International N.V.
(Exact
name of Registrant as specified in its charter)
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Netherlands
Antilles
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0-19961
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N/A
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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7
Abraham de Veerstraat
Curacao
Netherlands
Antilles
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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______________________
Registrant’s
telephone number, including area code: 011-59-99-465-8525
______________________
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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Amended
and Restated Employment Agreement with Bradley R. Mason
On October 23, 2009, Orthofix Inc.
(“Orthofix”), a subsidiary of Orthofix International N.V. (the “Company”),
entered into an Amended and Restated Employment Agreement with Bradley R. Mason,
the Company’s Group President, North America, and President, Spinal Implants
(the “Employment Agreement”). The Employment Agreement has been
approved by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company and is effective as of November 1,
2009.
The
Employment Agreement provides that, effective as of November 1, 2009, Mr.
Mason’s position with the Company will change to that of Strategic Advisor of
Orthofix. In such capacity, Mr. Mason’s duties will include providing
strategic advice, market analysis, business development and employee
mentoring.
The
Employment Agreement has a term from November 1, 2009 through October 31,
2010. During the term, Mr. Mason will receive an annual base salary
of $294,000 and will be eligible to participate in the Orthofix Inc. 401(k)
savings plan, and medical, dental, life insurance and disability
plans. With respect to fiscal year 2009, Mr. Mason will be eligible
to receive a bonus in accordance with the terms and conditions previously
established for him by the Committee for the fiscal year 2009. With
respect to the period commencing January 1, 2010 and ending on October 31, 2010,
Mr. Mason will receive a bonus of $147,000, provided he has continuously served
as an employee of Orthofix through October 31, 2010. Mr. Mason will
continue to vest in his outstanding stock option awards during the
term. In addition, provided his employment with Orthofix Inc. has not
been terminated for cause prior to April 1, 2010 (using the “cause” definition
and procedural requirements contained in Mr. Mason’s employment agreement as in
effect prior to November 1, 2009) and Mr. Mason has not terminated his
employment pursuant to a “voluntary termination” (which does not include a
termination of Mr. Mason’s employment by reason of his death or a termination by
Mr. Mason of his employment for “good reason,” as defined in the Employment
Agreement), all stock options granted to Mr. Mason prior to 2009 will vest in
full and be immediately exercisable on April 1, 2010 and will remain exercisable
until the latest date that each such option would otherwise expire by its
original terms. The Employment Agreement contains non-competition and
non-solicitation covenants effective until April 1, 2011.
The
foregoing description of the Employment Agreement is a summary and is qualified
in its entirety by the terms of the Employment Agreement. The Company
expects to file a copy of the Employment Agreement as an exhibit to its
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Orthofix
International N.V.
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By:
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/s/ Robert S. Vaters
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Robert
S. Vaters
Executive
Vice President and
Chief
Financial Officer
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Date:
October 29, 2009