Exhibit 10.17





Exhibit 10.17









July 25, 2009




Mr. Raymond C. Kolls

13809 Tributary Court

Davidson, NC 28036




Dear Ray:



We understand that you would like to sell the 28,167 of your vested options
(Described in more detail in Attachment A) (The “Options”) back to Orthofix International N.V.
(“Parent”) in exchange for payment to you of $120,000 (the “Option Payment”). In consideration for
your agreement to forfeit your right to and to otherwise cancel those Options (including
termination of the underlying Option agreements listed in Attachment A and any right to exercise
those Options — except for the Option Agreement listed in #2 in Attachment A where you will retain
the balance of the original grant, or 7,433 option shares). For the avoidance of doubt, you will
not be terminating the underlying Agreement or the remaining 7,433 option shares in the June 29,
2007 Agreement.); we will agree to pay you the Option Payment as soon as reasonably practicable,
but no later than July 31, 2009.



The payments described in this letter (the “Payments”) are intended by you and the Company to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the
guidance and Treasury Regulations issued thereunder to the extent applicable thereto, and this
letter will be interpreted and construed consistent with this intent. Notwithstanding the
foregoing, the Company will not be required to assume any increased economic burden in connection
with the Payments. The Company does not represent or warrant that the Payments will comply with
Section 409A of the Code or any other provision of federal, state, or local law. Neither the
Company, nor any parent or affiliate, nor its or their respective directors, officers, employees or
advisers (collectively, the “Parent Group”) will be liable to you (or to any other individual
claiming a benefit through you) for any tax, interest, or penalties you might owe as a result of
the Payments, and no member of the Parent Group shall have any obligation to indemnify or otherwise
protect you from the obligation to pay any taxes pursuant to Section 409A of the Code. You will
indemnify the Parent Group for any tax, interest or penalties that may result under Section 409A of
the Code as a result of the Payments.



This letter represents the entire agreement between you and the Company with regard to the subject
matter hereof and supersedes the agreements between us listed in Attachment A (written or oral) to
the contrary. This letter will be governed by North Carolina law and may only be amended or
modified by a writing signed by you and the Company.



You acknowledge and agree that after the conclusion of this transaction, you will have no remaining
right title or interest in the specific equity awards listed in Attachment A except as noted in
paragraph 1 of this Agreement (whether award of stock option, restricted stock unit or any other
form of equity award).


 


 









 





Please indicate your agreement and acknowledgment to the above by signing where indicated below and
returning a copy to me by fax (617-912-2990). After we receive your signed acknowledgment, we will
have a check for $120,000, less any applicable taxes, sent to your home address on file with
Orthofix via Fed Ex. The offer represented by this letter shall be void if we do not receive from
you a countersigned copy of this letter by 5:00 Eastern Time on July 25, 2009.



Sincerely,




Orthofix Inc.





	 	 	 
	/s/ Robert S. Vaters
 

Robert S. Vaters, authorized signatory

	 	 







Acknowledged and Accepted:




	 	 	 
	/s/ Raymond C. Kolls
 

Raymond C. Kolls, an individual

	 	 
	Dated: July 25, 2009
	 	 






 


 









 





Attachment A




List of Options




1. 13,300 Options with an exercise price of $43.04 shares represented by a Nonqualified Stock
Option Agreement under the Orthofix International N.V. Amended and Restated 2004 Long-Term
Incentive Plan, dated June 30, 2005, entered into between Raymond C. Kolls and Parent.



2. 14,867 Options with an exercise price of $44.97 shares represented by a Nonqualified Stock
Option Agreement under the Orthofix International N.V. Amended and Restated 2004 Long-Term
Incentive Plan, dated June 29, 2007, entered into between Raymond C. Kolls and Parent.