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Exhibit 10.2
ORTHOFIX
INTERNATIONAL N.V.
STAFF
SHARE OPTION PLAN
(as
amended through April 22, 2003)
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1.
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Purpose and Background
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This
Staff Option Plan (the “ Plan
”) is intended to provide an incentive to certain
officers, employees, directors and consultants of Orthofix
International N.V. (the “ Company
”) and its subsidiaries to increase their interest in
the Company’s success by offering them an opportunity to
obtain a proprietary interest in the Company through the grant
of options (“ Options
”) to purchase Common Shares of the
Company.
The
Plan is being restated as of March 31, 1992 (the “
Restatement
Date ”) and is being submitted for ratification
by the Company’s shareholders in connection with the
public offering in the United States of up to 3,737,500 of the
Company’s Common Shares (the “ Initial Public
Offering ”) and the related repurchase by the
Company of certain of its outstanding shares and declaration
of a stock dividend and stock split, as a result of which
8,212,386 Common Shares (before completion of the Initial
Public Offering) will be outstanding (such repurchase of
shares, stock dividend and stock split are collectively
referred to as the “ Recapitalization
”). The number of shares subject to
outstanding Options and the exercise price of such Options and
certain other terms of Options under the Plan are being
adjusted to take account of the Initial Public Offering and
the Recapitalization and all reference herein thereto are on a
post-Recapitalization basis.
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2.
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Shares Subject to the Plan
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The
maximum aggregate number of Common Shares which may be issued
pursuant to Options granted under the Plan is
2,239,700. This maximum aggregate number shall be
subject to adjustment as provided in Section 9
hereof. Shares issued upon exercise of Options may
be either authorized and unissued shares or shares held by the
Company in its treasury. If Options granted
hereunder expire or terminate for any reason without having
been exercised, the underlying shares with respect thereto
shall again be available for grants of further Options under
the Plan.
The
Board of Directors of the Company (the “ Board
”) will administer the Plan, provided
, however ,
that the Board may designate persons other than its members to
carry out its responsibilities under such conditions or
limitations as it may set. Subject to the
provisions of the Plan and applicable law, the Board, acting
in its sole and absolute discretion, shall have full power and
authority to interpret the Plan and notices of awards made
under the Plan, to supervise the administration of the Plan,
and to take such other action as may be necessary or desirable
in order to carry out the provisions of the Plan, but in no
event shall any such action adversely affect the rights of an
optionee over Options previously granted. The
decisions of the Board as to any disputed question, including
questions of construction, interpretation and administration,
shall be final and conclusive on all persons.
The
options shall be entered in a register, kept by or on behalf
of the Board.
Options
may be granted to officers, other employees, directors and
consultants of the Company or any of its Subsidiaries (as such
term is defined in Section 6(d)), or to such other persons
whom the Board determines are in a position to contribute to
the success of the Company. The Board shall have
the authority to select the persons to whom Options may be
granted and to determine the number and terms of Options to be
granted to each such person. Under this Plan,
references to “employment”,
“employed”, etc. include optionees who are
consultants of the Company.
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5.
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Terms and Conditions of Options
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Each
Option granted under the Plan shall be evidenced by a written
notice of option grant containing the following terms and
conditions (or incorporating by reference the relevant terms
and conditions set forth herein):
(a)
Option
Price . The Board shall fix the share
exercise price for each Option at the time of grant
thereof. Such exercise price may, in the discretion
of the Board, be less than, equal to or greater than the fair
market value of a Common Share on the date the Option is
granted. With respect to periods prior to the
completion of the Initial Public Offering (and periods
following the Initial Public Offering if the Common Shares
cease to be publicly traded in the United States), the fair
market value of the Common Shares will be determined by the
Board in good faith. With respect to periods
following the completion of the Initial Public Offering, and
for so long as the Common Shares are publicly traded in the
United States, the fair market value of a Common Share will
mean the average of the highest and lowest quoted selling
price of a Common Share as reported on the composite tape for
securities listed on such national securities exchange on
which the Common Shares are traded as may be designated by the
Board, or, if the Common Shares are not listed for trading on
a national securities exchange but are quoted on an automated
quotation system, on such automated quotation system, in any
such case on the valuation date (or if there were no sales on
the valuation date, the average of the highest and the lowest
quoted selling prices as reported on said composite tape or
automated quotation system for the most recent day during
which a sale occurred).
All
Options granted prior to the Restatement Date were granted
with a per share exercise price equal to the fair market value
of a Common Share as of the date of grant, as determined by
the Board.
(b)
Expiration
. Unless otherwise determined by the Board at the
time of grant, each Option granted under the Plan shall expire
on a date specified in the written notice of option relating
to such Option, provided
, however ,
that such date shall be no later than the 10 year anniversary
of the date of grant of the Option, to the extent not
previously exercised or otherwise terminated earlier in
accordance with Section 6.
(c)
Vesting
. The Board shall establish a vesting schedule for
each Option at the time of grant. The vesting
schedules applicable to Options granted prior to the
Restatement Date are indicated on Exhibit A
hereto. Subject to the other terms and conditions
of this Plan, Options shall be exercisable to the extent, and
only to the extent they have vested.
(d)
Exercise
. Subject to Sections 5(e) and 5(g) hereof, an
Optionee may exercise all or any portion of an Option (to the
extent vested) by giving written notice to the Company,
provided
, however ,
that no less than 100 shares may be purchased upon any
exercise of the Option unless the number of shares purchased
at such time is the total number of shares in respect of which
the Option is then exercisable, and provided
, further ,
that in no event shall an Option be exercisable for a
fractional share. The date of exercise of an Option
shall be the later of (i) the date on which the Company
receives such written notice or (ii) the date on which the
conditions provided in Sections 5(e) and 5(g) are
satisfied.
(e)
Payment
. Prior to the issuance of a certificate pursuant
to Section 5(g) hereof evidencing the Common Shares in respect
of which all or a portion of an Option shall have been
exercised, the Optionee shall have paid to the Company the
option price for all Common Shares purchased pursuant to the
exercise of such Option. Payment may be made by
personal check, bank draft or postal or express money order
(such modes of payment are collectively referred to as “
cash
”) payable to the order of the Company, in U.S. dollars
or in such other currency as the Company may accept for such
purposes or, in the discretion of the Board, payment may be
made by tendering Common Shares already owned by the Optionee
valued at their fair market value (determined in accordance
with Section 5(a)), or in any combination of cash or such
shares as the Board in its sole discretion may
approve.
(f)
Rights as a
Shareholder . No Common Shares shall be
issued in respect of the exercise of an Option until full
payment therefor has been made. The holder of an
Option shall have no rights as a shareholder with respect to
any shares covered by an Option until the date a certificate
for such shares is issued to him or her. Except as
otherwise provided herein, no adjustments shall be made for
dividends or distributions of other rights for which the
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