Definitions Clause Example with 5 Variations from Business Contracts

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of complying with local law re...quirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" shall include a written agreement under which the Award Recipient provides consulting or other services as an independent contractor to the Company. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively completed 12-month periods of Service, in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" shall occur when the Award Recipient voluntarily ceases Service for any reason or no reason (e.g., the Award Recipient elects to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding For the foregoing, avoidance of doubt, a Voluntary Termination shall not occur as a result of termination of Service as a result of death, Disability or Qualified Retirement, (as provided hereunder), or termination by the Award Recipient for "good reason" (in or similar words (as permitted hereunder and pursuant to an Employment Agreement) or as the result of the Optionee's retirement in accordance with an Employment Agreement providing for such rights). the Company's retirement policies. (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: /s/ Bradley R. Mason Name: Bradley R. Mason Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 President and Chief Financial Officer /s/ Mark A. Heggestad Mark A. Heggestad EX-10.3 4 d723559dex103.htm EX-10.3 EX-10.3 Exhibit 10.6 Employee 10.3 Inducement Grant Restricted Stock Agreement This Inducement Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this 8th day of May, 2014 (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Award Recipient" on the signature page hereof Mark A. Heggestad (the "Award Recipient"). Capitalized terms used and not otherwise defined herein shall have WHEREAS, as an inducement for the meanings attributed thereto in Award Recipient to accept employment with the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, Company or one of its subsidiaries, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares on the terms and conditions set forth herein; WHEREAS, the grant made herein is intended to satisfy the conditions set forth in, and be made pursuant to, Rule 5635(c)(4) of the NASDAQ's Listing Rules. 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 Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of 33,000 shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% of the shares covered hereby on each of the first, second, third May 5, 2015, May 5, 2016, May 5, 2017 and fourth anniversaries of the Grant Date May 5, 2018 (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each 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 Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted 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. As the Award Recipient's Restricted Stock vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment "Severance Agreement" shall mean a written employment, change in control or change of control and severance agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of co...mplying with local law requirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" Company. "Good Reason" shall include a written agreement under which mean the Award Recipient provides consulting voluntarily terminating his or other services as an independent contractor her employment, following a Change in Control, after the occurrence of any of the following circumstances (in each case, after notice by the Award Recipient to employer of the Company. circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice): (i) a requirement that the Award Recipient work principally from a location that is more than fifty (50) miles from his or her principal place of employment immediately prior to such Change in Control, or (ii) a ten percent or greater reduction in Award Recipient's Total Compensation from the amount of such Total Compensation immediately prior to such Change in Control. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively aggregate 12-month completed periods of Service (whether or not such completed 12-month periods of Service, are consecutive), in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" "Total Compensation" shall occur when 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 Award Recipient voluntarily ceases Service for avoidance of doubt any reason or no reason (e.g., reductions caused by the Award Recipient elects failure to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding the foregoing, a Voluntary Termination shall not occur achieve performance targets) taken as a result of termination of Service as a result of death, Disability or Qualified Retirement, or termination by the Award Recipient for "good reason" (in accordance with an Employment Agreement providing for such rights). whole. (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 EX-10.5 6 ofix-ex105_79.htm EX-10.5 ofix-ex105_79.htm Exhibit 10.6 10.5 Employee Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this _____ day of __________ (the "Grant Date") between Orthofix International N.V., a Curacao company (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 Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares 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 Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of _____ shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% of the shares covered hereby on each of the first, second, third and fourth anniversaries of the Grant Date (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each Vesting Date. Date unless otherwise provided under this agreement or the Plan. (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 Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted 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. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of complying with local law re...quirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" shall include a written agreement under which the Award Recipient provides consulting or other services as an independent contractor to the Company. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively completed 12-month periods of Service, in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" Resignation" shall occur when the Award Recipient voluntarily ceases Service (including, with respect to Service as a director of the Company, because Optionee resigns from the Board for any reason or no reason (e.g., reason, elects not to stand for re-election to the Award Recipient elects Board or is not re-elected to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding Board by the foregoing, shareholders of the Company. For the avoidance of doubt, a Voluntary Termination Resignation shall not occur as a result of termination of Service as a result of death, death or Disability or Qualified Retirement, or termination by the Award Recipient for "good reason" (in accordance with an Employment Agreement providing for such rights). (as provided hereunder). (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 EX-10.14 5 d446479dex1014.htm EX-10.14 EX-10.14 Exhibit 10.6 Employee 10.14 Non-Employee Director Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this day of (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Award Recipient" on the signature page hereof (the "Award Recipient"). Recipient"), a non-employee member of the Board of Directors of the Company (the "Board"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares 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 Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% % of the shares covered hereby on each of the first, second, second and third and fourth anniversaries of the Grant [Grant Date / Vesting Start Date] (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each Vesting Date. [For purposes of this Agreement, "Vesting Start Date" shall mean .] (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 Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted 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. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of complying with local law re...quirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" shall include a written agreement under which the Award Recipient provides consulting or other services as an independent contractor to the Company. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively completed 12-month periods of Service, in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" Resignation" shall occur when the Award Recipient voluntarily ceases Service (including, with respect to Service as a director of the Company, because the Award Recipient resigns from the Board for any reason or no reason (e.g., reason, elects not to stand for re-election to the Award Recipient elects Board or is not re-elected to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Board by the shareholders of the Company. Notwithstanding the foregoing, a Voluntary Termination Resignation shall not occur as a result of termination of Service as a result of death, Disability or Qualified Retirement, or termination by the Award Recipient for "good reason" (in accordance with an Employment Agreement providing for such rights). Retirement. (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 EX-10.8 5 d836814dex108.htm EX-10.8 EX-10.8 Exhibit 10.6 Employee 10.8 Non-Employee Director Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Non-Employee Director Restricted Stock Grant Agreement (the "Agreement") is made this day of (the "Grant Date") between Orthofix International N.V., a Curacao company (the "Company"), and the person signing this Agreement adjacent to the caption "Award Recipient" on the signature page hereof (the "Award Recipient"). Recipient"), a non-employee member of the Board of Directors of the Company (the "Board"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares 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 Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% of the shares covered hereby on each of the first, second, third and fourth anniversaries of the Grant Date (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each 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 Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted 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. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More

Definitions. For purposes of this Agreement, the following capitalized words shall have the meanings set forth below. "Employment Agreement" shall mean a written employment, change in control or change of control agreement between the Award Recipient and the Company and/or a Subsidiary. Employment Agreement expressly does not include any offer letter, at-will employment arrangements or an employment or similar agreement entered into outside the United States solely for purposes of complying with local law re...quirements with respect to employment. For purposes of this Agreement only and subject to Section 8, the term "Employment Agreement" shall include a written agreement under which the Award Recipient provides consulting or other services as an independent contractor to the Company. "Qualified Retirement" shall mean a retirement from Service in accordance with the Company's retirement policies by the Award Recipient in which, at the time of such retirement, the sum of the Award Recipient's age and consecutively completed 12-month periods of Service, in each case without giving credit for any partial years, equals or exceeds 75. "Voluntary Termination" shall occur when the Award Recipient voluntarily ceases Service for any reason or no reason (e.g., the Award Recipient elects to cease being an employee or director or provide consulting services or the Award Recipient resigns or quits). Notwithstanding For the foregoing, avoidance of doubt, a Voluntary Termination shall not occur as a result of termination of Service as a result of death, Disability or Qualified Retirement, (as provided hereunder), or termination by the Award Recipient for "good reason" (in or similar words (as permitted hereunder and pursuant to an Employment Agreement) or as the result of the Optionee's retirement in accordance with an Employment Agreement providing for such rights). the Company's retirement policies. (Remainder of page intentionally left blank) EXECUTED on the date first written above. COMPANY: ORTHOFIX INTERNATIONAL N.V. By: Name: Title: AWARD RECIPIENT: By: Name: Title: EX-10.6 3 d836814dex106.htm EX-10.6 EX-10.6 EX-10.13 4 d446479dex1013.htm EX-10.13 EX-10.13 Exhibit 10.6 Employee 10.13 Restricted Stock Grant Agreement under the Orthofix International N.V. 2012 Long-Term Incentive Plan This Employee Restricted Stock Grant Agreement (the "Agreement") is made this day of (the "Grant Date") between Orthofix International N.V., a Curacao company (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 Orthofix International N.V. 2012 Long-Term Incentive Plan (the "Plan"). WHEREAS, pursuant to the Plan, the Company desires to afford the Award Recipient the opportunity to acquire Common Shares 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 Restricted Stock. (a) Number of Shares/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, an Award of shares of Stock ("Common Shares") under the Plan subject to the vesting schedule and terms and conditions set forth below (the "Restricted Stock"). Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein, Restricted Stock granted under this Agreement shall vest with respect to 25% % of the shares covered hereby on each of the first, second, third and fourth anniversaries of the Grant [Grant Date / Vesting Start Date] (each, a "Vesting Date"); provided, however, for the avoidance of doubt, that there shall be no proportionate or partial vesting in the periods prior to or between each Vesting Date. [For purposes of this Agreement, "Vesting Start Date" shall mean .] (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 Restricted Stock; Dividend and Distribution Rights. Upon the vesting of any Restricted Stock pursuant to the terms hereof, the restrictions of Sections 1(a) and 3 shall lapse with respect to such vested Restricted Stock. The issuance of the Restricted 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. As the Award Recipient's vests as described above, the recordation of the number of Common Shares attributable to such Award Recipient will be appropriately modified. View More