ORTHOFIX MEDICAL INC. AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN Performance-Based Vesting Restricted Stock Unit Grant Agreement COVER SHEET
AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN
Performance-Based Vesting Restricted Stock Unit Grant Agreement
Attachment
“Adjusted EBITDA Margin” means the percentage created by dividing (i) the non-GAAP adjusted EBITDA of the Company and its subsidiaries on a consolidated basis as publicly reported by the Company in its annual report on Form 10-K for a completed fiscal year (or, if such metric is not reported in such Form 10-K, in the Company’s earnings release for such completed fiscal year), excluding the Excluded Items, by (ii) the Revenue for such fiscal year; provided, however, that non-GAAP adjusted EBITDA and Revenue for this purpose shall each be further adjusted to exclude the same exclusions that are given effect in the calculation of Revenue Growth for the applicable fiscal year as a result of any Divestitures/Discontinuations or Acquisition Transactions (as respectively defined below in the definition of “Revenue Growth”)).
“Adjusted EBITDA Margin Performance Multiplier” means the percentage calculated based on the respective Adjusted EBITDA Margin for the applicable fiscal year ending December 31st set forth in the table below:
Adjusted EBITDA Margin |
Adjusted EBITDA Margin Performance Multiplier |
|||
|
2025 Fiscal Year |
2026 Fiscal Year |
2027 Fiscal Year |
|
Threshold |
8.00% |
9.50% |
12.00% |
0.0% |
|
9.00% |
10.50% |
14.00% |
50.0% |
Target |
10.20% |
12.00% |
15.00% |
100.0% |
|
11.50% |
13.00% |
16.50% |
150.0% |
Maximum |
12.50% |
14.00% |
17.50% |
200.0% |
If the Company achieves Adjusted EBITDA Margin for an applicable fiscal year that falls between the foregoing levels, the Adjusted EBITDA Margin Performance Multiplier with respect to such fiscal year will be determined by linear interpolation between the applicable levels noted above, up to a maximum funding of 200% of target with respect to such fiscal year’s Adjusted EBITDA Margin component. When calculating Adjusted EBITDA Margin for any applicable financial year, the Committee shall have the authority to make appropriate adjustments to Adjusted EBITDA Margin to account for changes in accounting standards and adopted changes in accounting principles. In each case, the Adjusted EBITDA Margin shall be rounded up to the nearest hundredth of a percent and the Adjusted EBITDA Margin Performance Multiplier shall be rounded up to the nearest tenth of a percent.
“Baseline Revenue” means Revenue for the fiscal year ending December 31, 2024.
“Cause” shall mean (i) if the Award Recipient is party to a Change in Control and Severance Agreement that defines “Cause,” the definition of “Cause” contained in such Change in Control and Severance Agreement, and (ii) if the Award Recipient is not party to a Change in Control and Severance Agreement that defines “Cause,” the definition of “Cause” contained in the Plan.
“Change in Control” shall mean (i) if the Award Recipient is party to a Change in Control and Severance Agreement that defines “Change in Control,” the definition of “Change in Control” contained in such Change in Control and Severance Agreement, and (ii) if the Award Recipient is not party to a Change in Control and
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Severance Agreement that defines “Change in Control,” the definition of “Corporate Transaction” contained in the Plan.
“Change in Control and Severance Agreement” shall mean a written change in control and severance agreement between the Award Recipient and the Company.
“Divested or Discontinued” shall mean a divestiture or discontinuation of a business or product line that triggers discontinued operations accounting treatment under GAAP or is otherwise determined and certified by the Committee as being a disposition representing a significant or strategic disposition.
“Excluded Items” shall mean (i) the effect of currency fluctuations that have occurred since the completion of the fiscal year ended December 31, 2024, and (ii) the effect of any product tariffs or changes in law or regulation that are implemented after the completion of the fiscal year ended December 31, 2024 and determined and certified by the Committee as being excludable.
“Good Reason” shall mean (i) if the Award Recipient is party to a Change in Control and Severance Agreement that defines “Good Reason,” the definition of “Good Reason” contained in such Change in Control and Severance Agreement, and (ii) if the Award Recipient is not party to a Change in Control and Severance Agreement that defines “Good Reason,” the Award Recipient voluntarily terminating his employment, following a Corporate Transaction, after the occurrence of any of the following circumstances (in each case, after notice by the Award Recipient to employer of the circumstance, and failure by the employer to cure and eliminate such circumstance within 15 calendar days of such notice): (x) a requirement that the Award Recipient work principally from a location that is more than fifty (50) miles from his principal place of employment immediately prior to such Corporate Transaction, or (y) a ten percent or greater reduction in Award Recipient’s Total Compensation from the amount of such Total Compensation immediately prior to such Corporate Transaction.
“Pro Rata Performance Multiplier” means (i) to the extent such termination occurs between the date that is six (6) months following the Grant Date and December 31, 2025, then the sum of (A) the Adjusted EBITDA Margin Performance Multiplier applicable to the 2025 Adjusted EBITDA Margin multiplied by a weighting of 70% and (B) the Revenue Growth Performance Multiplier applicable to the 2025 Revenue Growth multiplied by a weighting of 30%, (ii) to the extent such termination occurs between January 1, 2026 and December 31, 2026, then the sum of (A) the Adjusted EBITDA Margin Performance Multiplier applicable to the 2025 Adjusted EBITDA Margin multiplied by a weighting of 35%, (B) the Adjusted EBITDA Margin Performance Multiplier applicable to the 2026 Adjusted EBITDA Margin multiplied by a weighting of 35%, (C) the Revenue Growth Performance Multiplier applicable to the 2025 Revenue Growth multiplied by a weighting of 15%, and (D) the Revenue Growth Performance Multiplier applicable to the 2026 Revenue Growth multiplied by a weighting of 15%, and (iii) to the extent such termination occurs between January 1, 2027 and March 2, 2028, then the same aggregate multiplier used to compute the Aggregate PSU Payout (inclusive of the Revenue Growth Component Cap).
“Revenue” means the GAAP net sales of the Company and its subsidiaries on a consolidated basis as publicly reported by the Company in its annual report on Form 10-K for a completed fiscal year, adjusted to exclude the Excluded Items.
“Revenue Growth” means the amount of growth, measured as a percentage, in the Company’s Revenue for a completed fiscal year as compared to a prior completed fiscal year; provided, however, that when determining Revenue Growth, the (i) the Revenue impact of any business or product lines that have been Divested or Discontinued as of the end of the applicable completed fiscal year (“Divestitures/Discontinuations”) shall be excluded with respect to both measurement years (as if such Divestitures/Discontinuations had occurred as of the beginning of the earlier fiscal year being measured), and (ii) the Revenue impact of any acquisition transaction (an “Acquisition Transaction”) shall be treated as follows: (A) for the first four fiscal quarters following the closing of an Acquisition Transaction, the Revenue impact of the Acquisition Transaction shall be excluded from the calculation of Revenue Growth (except for any Acquisition Transactions that collectively have less than $25.0 million in annualized run rate Revenue, which shall be deemed de minimis and not excluded up to such aggregate $25.0 million limit);, and (B) commencing with the fifth fiscal quarter following the closing of a Transaction and
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thereafter, the Revenue impact of any Acquisition Transaction shall be included in the Revenue for all financial periods (i.e., the applicable completed fiscal year and the earlier fiscal year being measured).
“Revenue Growth Performance Multiplier” means the percentage calculated based on the respective Revenue Growth set forth in the table below:
Revenue Growth |
Revenue Performance Multiplier |
Threshold 4.50% |
0.0% |
6.00% |
50.0% |
Target 7.50% |
100.0% |
9.00% |
150.0% |
Maximum 10.50% |
200.0% |
If the Company achieves Revenue Growth for an applicable fiscal year that falls between the foregoing levels, the Revenue Performance Multiplier with respect to such fiscal year will be determined by linear interpolation between the applicable levels noted above, up to a maximum funding of 200% of target with respect to such fiscal year’s Revenue Growth component. When calculating Revenue Growth relative to any applicable financial years, the Committee shall have the authority to make appropriate adjustments to Revenue to account for changes in accounting policies as it relates to revenue recognition and/or changes in accounting standards and adopted changes in accounting principles issued by accounting bodies to the extent necessary or appropriate to maintain consistency and comparability between periods. In each case, the Revenue Growth shall be rounded up to the nearest hundredth of a percent and the Revenue Performance Multiplier shall be rounded up to the nearest tenth of a percent.
“Total Compensation” shall mean the aggregate of base salary, target bonus opportunity, employee benefits (retirement plan, welfare plans, and fringe benefits), and grant date fair value of equity-based compensation, but excluding for the avoidance of doubt any reductions caused by the failure to achieve performance targets) taken as a whole.
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For purposes hereof, the “Aggregate PSU Payout” shall mean the number of shares of Stock equal to the sum of the 2025 Adjusted EBITDA Margin Component, the 2026 Adjusted EBITDA Margin Component, the 2027 Adjusted EBITDA Margin Component, the 2025 Revenue Growth Component, the 2026 Revenue Growth Component and the 2027 Revenue Growth Component; provided, however, that if the Revenue Growth between the 2027 Revenue and the Baseline Revenue is not positive, the portion of the Aggregate PSU Payout attributable to the sum of the 2025 Revenue Growth Component, the 2026 Revenue Growth Component and the 2027 Revenue Growth Component shall be capped so as not to exceed 30% (i.e., the aggregate target amount of such three components) of the Number of PSUs (the “Revenue Growth Component Cap”).
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In addition, in the event that the Award Recipient’s Service is terminated by the Company without Cause or by the Award Recipient for Good Reason, in each case at least six (6) months following the Grant Date but prior to the occurrence of any of the Vesting Dates referenced in clauses (i)-(v) above, a pro rata portion of the PSUs will become Vested PSUs as of March 3rd of the calendar year following the year in which such termination occurs (or, if such termination occurs between January 1, 2028 and March 2, 2028, then on March 3, 2028) (such applicable March 3rd date, the “Pro Rata Vesting Date”), with the amount of such Vested PSUs equaling the product of (x) the Number of PSUs, multiplied by (y) the number of calendar days between the Grant Date and the date of termination divided by 1,096, multiplied further by, (z) the Pro Rata Performance Multiplier, with such aggregate product being rounded up to the nearest whole number of shares.
Any PSUs that are not Vested PSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company upon the Award Recipient’s termination of Service (or in the case of a termination provided for in the preceding paragraph, upon the Pro Rata Vesting Date). For the avoidance of doubt, the Award Recipient understands and acknowledges that the Award is not a grant of “time-based vesting restricted stock units” as referenced in the Company’s form of Change in Control and Severance Agreement and is not subject to any provisions in such a Change in Control and Severance Agreement that define whether and in what manner time-based vesting restricted stock units vest.
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The Company shall have the right to require the Award Recipient to remit to the Company any and all amounts sufficient to satisfy any withholding or other taxes that may be due as a result of the issuance of shares of Stock subject to the PSUs. At the time of the Settlement Date (or, in the event that tax withholding is required as of an earlier date, then such earlier date), the Award Recipient shall pay in cash to the Company any amount that the Company may reasonably determine to be necessary to satisfy such withholding or other tax obligation. The Company shall have the right, but not the obligation, to permit or require the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, (a) by directing the Company to withhold shares of Stock that would otherwise become vested, or (b) by entering into a sell-to-cover commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Award Recipient sells a portion of the shares of Stock to be delivered in connection with the PSUs to fund withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate (a “Sell-to-Cover Transaction”), in each case, pursuant to such rules as the Committee may establish from time to time. The Company, in its sole discretion, may also permit, the Award Recipient to satisfy, in whole or in part, such obligation to remit withholding or other taxes, by delivering to the Company shares of Stock already owned by the Award Recipient and not then subject to any repurchase, forfeiture, unfulfilled vesting, or similar requirements. The Company shall also have the right to deduct from all cash payments made pursuant to, or in connection with, the PSUs, the federal, state, or local taxes required to be withheld with respect to such payments. The maximum number of shares of Stock that may be withheld to satisfy any federal, state, or local tax requirements may not exceed such number of shares of Stock having a Fair Market
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Value equal to the minimum statutory amount required by the Company to be withheld and paid to any such federal, state, or local taxing authority with respect to such vesting or payment; provided, however, for so long as Accounting Standards Update 2016-09 or a similar rule remains in effect, the Committee has full discretion to choose, or to allow the Award Recipient to elect, to withhold a number of shares of Stock having an aggregate Fair Market Value that is greater than the applicable minimum required statutory withholding obligation (but such withholding may in no event be in excess of the maximum required statutory withholding obligation in such Award Recipient’s relevant tax jurisdiction). The Award Recipient understands and acknowledges that as of the Grant Date, the Committee has resolved that the foregoing withholding obligations shall be satisfied by the Company’s finance department causing a Sell-to-Cover Transaction to occur on the Award Recipient’s behalf.
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