ex10_1.htm


    
      

    

    
      EXHIBIT
10.1

      


      AMENDMENT
NO. 1 TO

      ORTHOFIX
INTERNATIONAL N.V.

      AMENDED
AND RESTATED

      2004
LONG-TERM INCENTIVE PLAN

      


      WHEREAS, Orthofix
International N.V. (the “Company”) has established and maintains the Amended and
Restated 2004 Long-Term Incentive Plan (the “Plan”);

      


      WHEREAS, the Plan has been
amended from time to time and further amendment of the Plan now is considered
desirable; and

      


      WHEREAS, the undersigned has
been authorized to act on behalf of the Company in adopting a further amendment
to the Plan (the "Amendment").

      


      NOW, THEREFORE, by virtue and
in exercise of the power reserved to the Company's Board of Directors by Section
16 of the Plan, the Plan be and hereby is amended in the following particulars,
to be effective as of the date the Company's shareholders approve the Amendment
in accordance with Section 16 of the Plan:

      


      1.           By
substituting the phrase "3,100,000 shares" for the phrase "2,800,000 shares" in
Section 5(a)(i) of the Plan.

      


      2.           By
deleting Section 5(c)(i) of the Plan and replacing it in its entirety with the
following:

      


      "the
maximum number of Common Shares that, in the aggregate, may be subject to
Restricted Share Units payable in Common Shares, Performance Share Units payable
in Common Shares, Restricted Stock, and Other Awards payable in Common Shares
shall equal 400,000 shares; provided, however, that following the date of the
approval of this proviso by the shareholders of the Company, in no event shall
the number of Common Shares that may thereafter be awarded as Restricted Share
Units payable in Common Share, Performance Share Units payable in Common Shares,
Restricted Stock, and Other Awards payable in Common Shares exceed 100,000
shares (but, for the avoidance of doubt, nothing in this proviso shall in any
way affect or limit the number of Restricted Share Units payable in Common
Shares, Performance Share Units payable in Common Shares, Restricted Stock, and
Other Awards payable in Common Shares granted prior to such date, all of which
may and shall remain outstanding in accordance with their terms, in addition to
the 100,000 shares of such Awards that may be awarded hereby);"

      


      3.           By
substituting the number "5,000" for the number "3,000" in Section 6(h)(ii) of
the Plan.

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
undersigned has executed this document on behalf of the Company, this 20th day
of June, 2008.

      


      


      
        	 
      	
                ORTHOFIX
      INTERNATIONAL N.V.

              
	 	 
	 
      	
                By:
      

              	
                /s/  Raymond
      C. Kolls

              
	 
      	
                Name:  
      

              	
                Raymond C.
      Kolls

              
	 
      	
                Title:
      

              	
                Senior
      Vice President, General Counsel and Corporate
      Secretary

              


      

    

     

     

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