ex10_1.htm


    
      

    

    EXHIBIT
      10.1

    
      


      EMPLOYMENTAGREEMENT

      


                 This
        Employment Agreement (the “Agreement”), entered into effective as of
        November  19, 2007 (the “Effective Date”), is by and between
        Orthofix Inc., a Minnesota corporation (the “Company”), and Timothy M.
        Adams, an individual (the “Executive”).

      


      PRELIMINARY
        STATEMENTS

      


                  A.            
         The Company and the Executive desire to enter into this written employment
        agreement to memorialize the terms of their relationship in order to retain
        the
        long-term services of the Executive.

       

      B.              
        The Executive desires to render such services, upon the terms and conditions
        contained herein.

       

      C.           
           The Company is a subsidiary of Orthofix International N.V., a
        corporation organized under the laws of the Netherlands Antilles (the “Parent”)
        for whom Executive will also perform services as contemplated hereby, and
        under
        certain compensation plans of which Executive shall be eligible to receive
        compensation, and Parent is agreeing to provide such compensation and guarantee
        the Company’s payment obligations hereunder.

      


      D.         
            Capitalized terms used herein and not otherwise defined
        have the meaning for them set forth on Exhibit A attached hereto and
        incorporated herein by reference.

      


      The
        parties, intending to be legally bound, hereby agree as follows:

      


      I.           EMPLOYMENT
        AND DUTIES

      


                 1.1              Duties.  The
        Company hereby employs the Executive as an employee, and the Executive agrees
        to
        be employed by the Company, upon the terms and conditions set forth
        herein.  While serving as an employee of the Company, the Executive
        shall serve as Senior Vice President, Chief Financial Officer, Treasurer
        and
        Assistant Secretary of the Company, and be appointed to serve as Senior Vice
        President, Chief Financial Officer, Treasurer and Assistant Secretary of
        the
        Parent.  The Executive shall be the senior most financial officer of
        the Company and Parent and shall have such power and authority and perform
        such
        duties, functions and responsibilities as are associated with and incident
        to
        such positions, and as the Parent Board may from time to time require of
        him;
        provided, however, that such authority, duties, functions and responsibilities
        are commensurate with the power, authority, duties, functions and
        responsibilities generally performed by chief financial officers of public
        companies which are similar in size and nature to, and the financial position
        of, the Parent Group, including, but not limited to, appropriate involvement
        in
        meetings of and exposure to the Parent Board and its committees.  The
        Executive also agrees to serve, if elected, as an officer or director of
        any
        other direct or indirect subsidiary of the Parent, in each such case at no
        compensation in addition to that provided for in this Agreement, but the
        Executive serves in such positions solely as an accommodation to the Company
        and
        such positions shall grant him no rights hereunder (including for purposes
        of
        the definition of Good Reason).


      
        
          
          

        

        
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                 1.2              Services.  During
        the Term (as defined in Section 1.3), and excluding any periods of vacation,
        sick leave or disability, the Executive agrees to devote his full business
        time,
        attention and efforts to the business and affairs of the
        Company.  During the Term, it shall not be a violation of this Section
        1.2 for the Executive to (a) serve on civic or charitable boards or committees
        (but not corporate boards), (b) deliver lectures or fulfill speaking engagements
        or (c) manage personal investments, so long as such activities do not interfere
        with the performance of the Executive’s responsibilities in accordance with this
        Agreement.  The Executive must request the Parent Board’s prior
        written consent to serve on a corporate board, which consent shall be at
        the
        Parent Board’s reasonable discretion and only so long as such service does not
        interfere with the performance of his responsibilities hereunder.

      


                 1.3              Term
        of Employment.  The term of this Agreement shall commence on the
        Effective Date and shall continue until 11:59 p.m. Eastern Time on April
        1, 2009
        (the “Initial Term”) unless sooner terminated or extended as provided
        hereunder.  This Agreement shall automatically renew for up to two
        additional one-year periods on each of April 1, 2009 and April 1, 2010,
        respectively  (each such extension, the “Renewal Term”), unless either
        party gives the other party written notice of its or his election not to
        extend
        such employment at least 180 days prior to April 1, 2009 and April 1, 2010,
        respectively.  Further, if a Change of Control occurs when less than
        two full years remain in the Initial Term or during any Renewal Term, this
        Agreement shall automatically be extended for two years only from the Change
        of
        Control Date and thereafter shall terminate on the second anniversary of
        the
        Change of Control Date in accordance with its terms.  The Initial
        Term, together with any Renewal Term or extension as a result of a Change
        of
        Control, are collectively referred to herein as the “Term.”  In the
        event that the Executive continues to be employed by the Company after the
        Term,
        unless otherwise agreed by the parties in writing, such continued employment
        shall be on an at-will, month-to-month basis upon terms agreed upon at such
        time
        without regard to the terms and conditions of this Agreement and this Agreement
        shall be deemed terminated at the end of the Term, regardless of whether
        such
        employment continues at-will, other than Articles VI and VII, which shall
        survive the termination or expiration of this Agreement for any
        reason.

      


      II.           COMPENSATION

      


                
         2.1             General.  The
        base salary and Incentive Compensation (as defined in Section 2.3.) payable
        to
        the Executive hereunder, as well as any stock-based compensation, including
        stock options, stock appreciation rights and restricted stock grants, shall
        be
        determined from time to time by the Parent Board and paid pursuant to the
        Company’s customary payroll practices or in accordance with the terms of the
        applicable stock-based Plans (as defined in Section 2.4).  The Company
        shall pay the Executive in cash, in accordance with the normal payroll practices
        of the Company, the base salary and Incentive Compensation set forth
        below.  For the avoidance of doubt, in providing any compensation
        payable in stock, the Company may withhold, deduct or collect from the
        compensation otherwise payable or issuable to the Executive a portion of
        such
        compensation to the extent required to comply with applicable tax laws to
        the
        extent such withholding is not made or otherwise provided for pursuant to
        the
        agreement governing such stock-based compensation.

       

      2.2      
             Base Salary.  The Executive shall
        be paid a base salary of no less than $29,166.66 per month ($350,000 on an
        annualized basis) while he is employed by the Company during the Term; provided,
        however, that nothing shall prohibit the Company from reducing the base salary
        as part of an overall cost reduction program that affects all senior executives
        of the Parent Group and does not disproportionately affect the Executive,
        so
        long as such reductions do not reduce the base salary to a rate that is less
        than 90% of the minimum base salary amount set forth above (or, if the minimum
        base salary amount has been increased during the Term, 90% of such increased
        amount).  The base salary shall be reviewed annually by the Parent
        Board for increase (but not decrease, except as permitted above) as part
        of its
        annual compensation review, and any increased amount shall become the base
        salary under this Agreement.


      
        
          
          

        

        
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      2.3          
         Bonus or other Incentive Compensation.  With respect to
        each fiscal year of the Company during the Term, the Executive shall be eligible
        to receive annual bonus compensation in an amount based on reasonable goals
        for
        the earning of such compensation as may be determined by the Parent Board
        from
        time to time (the “Goals”).  Amounts that may be earned upon
        attainment of all reasonably achievable annual Goals will be targeted to
        equal
        not less than 45% of the annual base salary in such fiscal year.  The
        amount of any actual payment under the Bonus Plan will depend upon the
        achievement (or not) of the various performance metrics comprising the Goals,
        with an opportunity to earn maximum annual bonus compensation of not less
        than
        67.5% of annual base salary in such fiscal year under Parent’s Executive Annual
        Incentive Plan or any successor plan or as may be determined by the Parent
        Board
        from time-to-time (the “Bonus Plan”).  Amounts will be less than
        either such target if the Goals are not met as set forth under the terms
        of the
        plan.  Amounts payable under the Bonus Plan shall be determined by the
        Parent Board and shall be payable following such fiscal year and no later
        than
        two and one-half months after the end of such fiscal year.  In
        addition, the Executive shall be eligible to receive such additional bonus
        or
        incentive compensation as the Parent Board may establish from time to time
        in
        its sole discretion.  Any bonus or incentive compensation under this
        Section 2.3 under the Bonus Plan or otherwise is referred to herein as
“Incentive Compensation.”  Stock-based compensation shall not be
        considered Incentive Compensation under the terms of this Agreement unless
        the
        parties expressly agree otherwise in writing.

      


                  2.4        
            Stock Compensation.  The Executive
        shall be eligible to receive stock-based compensation, whether stock options,
        stock appreciation rights, restricted stock grants or otherwise, under the
        Parent’s Amended and Restated 2004 Long Term Incentive Plan (the “LTIP”) or
        other stock-based compensation plans as Parent may establish from time to
        time
        (collectively, the “Plans”).  The Executive shall be considered for
        such grants no less often than annually as part of the Parent Board’s annual
        compensation review, but any such grants shall be at the sole discretion
        of the
        Parent Board. As an inducement for him to enter into this Agreement, on the
        date
        of his commencing employment with the Company (the “Start Date”), the Executive
        shall be granted (a) 125,000 stock options, which stock options shall vest
        in
        one-third increments beginning on the first anniversary of the Start Date
        and
        (b) 25,000 stock options, all of which 25,000 stock options shall vest on
        the
        third anniversary of the Start Date. Both such stock option grants shall
        be
        subject in all respects to the terms and conditions of the related stock
        option
        agreements evidencing the stock options, which shall be executed by the
        Executive and Parent on or about the Start Date. The exercise price of the
        stock
        options shall be determined as of the Start Date based on the fair market
        value
        of the Parent’s common stock in accordance with the Parent’s stock option grant
        policies.

      


      III.           EMPLOYEE
        BENEFITS

      


      3.1        
           General.  Subject only to any post-employment
        rights under Article V, so long as the Executive is employed by the Company
        pursuant to this Agreement, he shall be eligible for the following benefits
        to
        the extent generally available to senior executives of the Company or by
        virtue
        of his position, tenure, salary and other qualifications.  Any
        eligibility shall be subject to and in accordance with the terms and conditions
        of the Company’s benefits policies and applicable plans (including as to
        deductibles, premium sharing, co-payments or other cost-splitting
        arrangements).


      
        
          
          

        

        
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                  3.2           
        Savings and Retirement Plans.  The Executive shall be entitled
        to participate in, and enjoy the benefits of, all savings, pension, salary
        continuation and retirement plans, practices, policies and programs available
        to
        senior executives of the Company.

       

      3.3          
         Welfare and Other Benefits.  The Executive and/or the
        Executive’s eligible dependents, as the case may be, shall be entitled to
        participate in, and enjoy the benefits of, all welfare benefit plans, practices,
        policies and programs provided by the Company (including without limitation,
        medical, prescription, drug, dental, disability, salary continuance, group
        life,
        dependent life, accidental death and travel accident insurance plans and
        programs) and other benefits (including, without limitation, executive physicals
        and tax and financial planning assistance) at a level that is available to
        other
        senior executives of the Company.

      


      3.4          
         Vacation.  The Executive shall be entitled to four weeks
        paid vacation per 12-month period.

      


      3.5         
          Expenses.  The Executive shall be entitled to
        receive prompt reimbursement for all reasonable business-related expenses
        incurred by the Executive in performing his duties under this
        Agreement.  Reimbursement of the Executive for such expenses will be
        made upon presentation to the Company of expense vouchers that are in sufficient
        detail to identify the nature of the expense, the amount of the expense,
        the
        date the expense was incurred and to whom payment was made to incur the expense,
        all in accordance with the expense reimbursement practices, policies and
        procedures of the Company.

      


      3.6          
         Key Man Insurance.  The Company shall be entitled to
        obtain a “key man” or similar life or disability insurance policy on the
        Executive, and neither the Executive nor any of his family members, heirs
        or
        beneficiaries shall be entitled to the proceeds thereof.  Such
        insurance shall be available to offset any payments due to the Executive
        pursuant to Section 5.1 of this Agreement due to his death or
        Disability.

      


      IV.           TERMINATION
        OF EMPLOYMENT

      


      4.1         
          Termination by Mutual Agreement.  The Executive’s
        employment may be terminated at any time during the Term by mutual written
        agreement of the Company and the Executive.

      


      4.2      
             Death.  The Executive’s
        employment hereunder shall terminate upon his death.

      


      4.3         
          Disability.  In the event the Executive incurs a
        Disability for a continuous period exceeding 90 days or for a total of 180
        days
        during any period of 12 consecutive months, the Company may, at its election,
        terminate the Executive’s employment during the Term by delivering a Notice of
        Termination (as defined in Section 4.8) to the Executive 30 days in advance
        of
        the date of termination.


      
        
          
          

        

        
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      4.4           
        Good Reason. The Executive may terminate his employment at any time
        during the Term for Good Reason by delivering a Notice of Termination to
        the
        Company 30 days in advance of the date of termination; provided, however,
        that
        the Executive agrees not to terminate his employment for Good Reason until
        the
        Executive has given the Company at least 30 days’ in which to cure the
        circumstances set forth in the Notice of Termination constituting Good Reason
        and if such circumstances are not cured by the 30th day, the Executive’s
        employment shall terminate on such date.  If the circumstances
        constituting Good Reason are remedied within the cure period to the reasonable
        satisfaction of the Executive, such event shall no longer constitute Good
        Reason
        for purposes of this Agreement and the Executive shall thereafter have no
        further right hereunder to terminate his employment for Good Reason as a
        result
        of such event. Unless
        the Executive provides written notification of an event described in the
        definition of Good Reason within 90 days after the Executive has actual
        knowledge of the occurrence of any such event, the Executive shall be deemed
        to
        have consented thereto and such event shall no longer constitute Good Reason
        for
        purposes of this Agreement.

      


      4.5           Termination
        without Cause. The Company may terminate the Executive’s employment at any
        time during the Term without Cause by delivering to the Executive a Notice
        of
        Termination 30 days in advance of the date of termination; provided that
        as part
        of such notice the Company may request that the Executive immediately tender
        the
        resignations contemplated by Section 4.9 and otherwise cease performing his
        duties hereunder.  The Notice of Termination need not state any reason
        for termination and such termination can be for any reason or no
        reason.  The date of termination shall be the date set forth in the
        Notice of Termination.

      


      4.6           
        Cause. The Company may terminate the Executive’s employment at any time
        during the Term for Cause by delivering a Notice of Termination to the
        Executive. The Notice of Termination shall include a copy of a resolution
        duly
        adopted by the affirmative vote of not less than a majority of the entire
        membership of the Parent Board, at a meeting of the Parent Board called and
        held
        for such purpose, finding that in the good faith opinion of the Parent Board
        an
        event constituting Cause has occurred and specifying the particulars
        thereof.  A Notice of Termination for Cause may not be delivered
        unless in conjunction with such Parent Board meeting the Executive was given
        reasonable notice and the opportunity for the Executive, together with the
        Executive’s counsel, to be heard before the Parent Board prior to such
        vote.  If the event constituting Cause for termination is other than
        as a result of a breach or violation by the Executive of any provision of
        Article VI and only if the event constituting Cause is curable, then the
        Executive shall have 30 days from the date of the Notice of Termination to
        cure
        such event described therein to the reasonable satisfaction of the Parent
        Board
        in its sole discretion and, if such event is cured by the Executive within
        the
        cure period, such event shall no longer constitute Cause for purposes of
        this
        Agreement and the Company shall thereafter have no further right to terminate
        the Executive’s employment for Cause as a result of such event.  The
        Executive shall have no other rights under this Agreement to cure an event
        that
        constitutes Cause.  Unless the Company provides written notification
        of an event described in the definition of Cause within 90 days after the
        Company knows or has reason to know of the occurrence of any such event,
        the
        Company may not terminate the Executive for Cause unless such event is recurring
        or uncurable.  Knowledge shall mean actual knowledge of the Parent
        Board or the Company’s senior executives.

      


      4.7        
           Voluntary Termination.  The Executive may
        voluntarily terminate his employment at any time during the Term by delivering
        to the Company a Notice of Termination 30 days in advance of the date of
        termination (a “Voluntary Termination”). For purposes of this Agreement, a
        Voluntary Termination shall not include a termination of the Executive’s
        employment by reason of death or for Good Reason, but shall include voluntary
        termination upon retirement in accordance with the Company’s retirement
        policies. A Voluntary Termination shall not be considered a breach or other
        violation of this Agreement.


      
        
          
          

        

        
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      4.8           
        Notice of Termination.  Any termination of employment under
        this Agreement by the Company or the Executive requiring a notice of termination
        shall require delivery of a written notice by one party to the other party
        (a
“Notice of Termination”). A Notice of Termination must indicate the specific
        termination provision of this Agreement relied upon and the date of termination.
        It must also set forth in reasonable detail the facts and circumstances claimed
        to provide a basis for such termination, other than in the event of a Voluntary
        Termination or termination without Cause.  The date of termination
        specified in the Notice of Termination shall comply with the time periods
        required under this Article IV, and may in no event be earlier than the date
        such Notice of Termination is delivered to or received by the party getting
        the
        notice.  If the Executive fails to include a date of termination in
        any Notice of Termination he delivers, the Company may establish such date
        in
        its sole discretion.  No Notice of Termination under Section 4.4 or
        4.6 shall be effective until the applicable cure period, if any, shall have
        expired without the Company or the Executive, respectively, having corrected
        the
        event or events subject to cure to the reasonable satisfaction of the other
        party.  The terms “termination” and “termination of employment,” as
        used herein are intended to mean a termination of employment which constitutes
        a
“separation from service” under Section 409A.

      


      4.9      
             Resignations.  Upon ceasing to be
        an employee of the Company for any reason, or earlier upon request by the
        Company pursuant to Section 4.5, the Executive agrees to immediately tender
        written resignations to the Company with respect to all officer and director
        positions he may hold at that time with any member of the Parent
        Group.

      


      V.           PAYMENTS
        ON TERMINATION

      


      5.1         
          Death; Disability; Resignation for Good Reason; Termination
        without Cause.  If at any time during the Term the Executive’s
        employment with the Company is terminated pursuant to Section 4.2, 4.3, 4.4
        or
        4.5, the Executive shall be entitled to the following only:

       

       
        (a)           any unpaid
        base salary and accrued unpaid vacation then owing through the date of
        termination or Incentive Compensation that is as of such date actually earned
        or
        owing under Article II, but not yet paid to the Executive, which amounts
        shall
        be paid to the Executive within 30 days of the date of termination; provided,
        however, the Executive shall be entitled to receive the pro rata amount of
        any
        Bonus Plan Incentive Compensation for the fiscal year of his termination
        of
        employment (based on the number of business days he was actually employed
        by the
        Company during the fiscal year in which the termination of employment occurs)
        that he would have received had his employment not been terminated during
        such
        year. Nothing in the foregoing sentence is intended to give the Executive
        greater rights to such Incentive Compensation than a pro rata portion of
        what he
        would ordinarily be entitled to under the Bonus Plan Incentive Compensation
        that
        would have been applicable to him had his employment not been terminated,
        it
        being understood that Executive’s termination of employment shall not be used to
        disqualify Executive from or make him ineligible for a pro rata portion of
        the
        Bonus Plan Incentive Compensation to which he would otherwise have been
        entitled.  The pro rata portion of Bonus Plan Incentive Compensation
        shall, subject to Section 7.16,   be paid at the time such
        Incentive Compensation is paid to senior executives of the Company (“Severance
        Bonus Payment Date”).


      
        
          
          

        

        
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        (b)           a one-time
        lump sum severance payment in an amount equal to 100% of the Executive’s Base
        Amount.  The lump sum severance payment shall be paid within 30 days
        after the date of termination, subject, in the case of termination other
        than as
        a result of the Executive’s death, to Section 7.16.

      


       
        (c)           all stock
        options, stock appreciation rights or similar stock-based rights previously
        granted to the Executive shall vest in full and be immediately exercisable.
        Any
        risk of forfeiture included in restricted or other stock grants previously
        made
        to the Executive shall immediately lapse.  If the Executive’s
        employment is terminated pursuant to Section 4.4 or 4.5, the Executive shall
        have until the earlier of the latest date that his stock option or stock
        appreciation right would otherwise expire or 10 years from the original date
        of
        the grant of his option or stock appreciation right to exercise any outstanding
        stock options or stock appreciation rights.  Such vesting and
        extension shall occur notwithstanding any provision in any Plans or related
        grant documents which provides a shorter period for exercise upon termination
        by
        the Company without Cause (which for this purpose shall include a termination
        by
        the Executive for Good Reason), and with respect to lapsing, notwithstanding
        anything to the contrary in any Plans or grant documents.

      


       
        (d)           to the
        fullest extent permitted by the Company’s then-current benefit plans,
        continuation of coverage (including family coverage) under basic employee
        group
        benefits that are welfare benefits (such as group health and group life
        benefits), but not pension, retirement, profit-sharing, severance or similar
        compensatory benefits, for the Executive and the Executive’s eligible dependents
        substantially similar to coverage they were receiving or which they were
        entitled to immediately prior to the termination of the Executive’s employment
        for the lesser of 12 months after termination or until the Executive secures
        coverage from new employment and the period of COBRA health care continuation
        coverage provided under Section 4980B of the Code shall run concurrently
        with
        the foregoing 12 month period.  In order to receive such benefits, the
        Executive or his eligible dependents must continue to make any required
        co-payments, deductibles, premium sharing or other cost-splitting arrangements
        the Executive was otherwise paying immediately prior to the date of termination
        and nothing herein shall require the Company to be responsible for such
        items.  If Executive is a “specified employee” under Section 409A, the
        full cost of the continuation or provision of employee group welfare benefits
        (other than medical or dental benefits) shall be paid by Executive until
        the
        earliest to occur of (i) Executive’s death or (ii) the first day of the seventh
        month following Executive’s termination of employment, and such cost shall be
        reimbursed by the Company to, or on behalf of, Executive in a lump sum cash
        payment on the earlier to occur of Executive’s death or the first day of the
        seventh month following Executive’s termination of employment, except that, as
        provided above, Executive shall not receive reimbursement for any required
        co-payments, deductibles, premium sharing or other cost-splitting arrangements
        the Executive was otherwise paying immediately prior to the date of
        termination.

      


       
        (e)           payment or
        reimbursement to the Executive of the costs and expenses of any executive
        outplacement firm selected by the Executive in an amount not to exceed $25,000
        during the 24-month period following his date of termination.  The
        Executive shall provide the Company with reasonable documentation of such
        costs
        and expenses.


      
        
          
          

        

        
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      In
        the
        event the Executive’s termination is pursuant to Section 4.2, in lieu of a lump
        sum payment, the Executive’s heirs, beneficiaries, or personal representatives,
        as applicable, shall receive (i) salary-related portions of the Base Amount
        on
        regular payroll dates of the Company until the first anniversary of the date
        of
        termination of the Executive and (ii) Incentive Compensation-related portions
        of
        the Base Amount on the dates that such Incentive Compensation is actually
        paid
        by the Company to its senior executives.  Further, any payments by the
        Company under Section 5.1(b) above pursuant to a termination under Section
        4.2
        or 4.3 shall be reduced by any payments received by the Executive pursuant
        to
        any of the Company’s employee welfare benefit plans providing for payments in
        the event of death or Disability.

      


      5.2           Termination
        for Cause; Voluntary Termination.  If at any time during the Term
        the Executive’s employment with the Company is terminated pursuant to Section
        4.6 or 4.7, the Executive shall be entitled to only the following:

      


       
        (a)           any unpaid
        base salary and accrued unpaid vacation then owing through the date of
        termination or Incentive Compensation that is as of such date actually earned
        or
        owing under Article II, but not yet paid to the Executive, which amounts
        shall
        be paid to the Executive within 30 days of the date of
        termination.  Nothing in this provision is intended to imply that the
        Executive is entitled to any partial or pro rata payment of Incentive
        Compensation on termination unless the Bonus Plan expressly provides as much
        under its specific terms.

      


       
        (b)           whatever
        rights, if any, that are available to the Executive upon such a termination
        pursuant to the Plans or any award documents related to any stock-based
        compensation such as stock options, stock appreciation rights or restricted
        stock grants. This Agreement does not grant any greater rights with respect
        to
        such items than provided for in the Plans or the award documents in the event
        of
        any termination for Cause or a Voluntary Termination.

      


      5.3           Termination
        following Change of Control.  The Executive shall have no specific
        right to terminate this Agreement or right to any severance payments or other
        benefits solely as a result of a Change of Control or Potential Change of
        Control.  However, if during a Change of Control Period during the
        Term, (a) the Executive terminates his employment with the Company pursuant
        to
        Section 4.4, or (b) the Company terminates the Executive’s employment pursuant
        to Section 4.5, the lump sum severance payment under Section 5.1 shall be
        increased from 100% of the Base Amount to 150% times the Base Amount and
        the
        period for continuation of benefits under Section 5.1 shall be increased
        to 18
        months from 12 months.  The terms and rights with respect to such
        payments shall otherwise be governed by Section 5.1.  No other rights
        result from termination during a Change of Control Period; provided, however,
        that nothing in this Section 5.3 is intended to limit or impair the rights
        of
        the Executive under the Plans or any documents evidencing any stock-based
        compensation awards in the event of a Change of Control if such Plans or
        award
        documents grant greater rights than are set forth herein.

      


      5.4       
            Release.  The Company’s obligation to
        pay or provide any benefits to the Executive following termination (other
        than
        in the event of death pursuant to Section 4.2) is expressly subject to the
        requirement that he execute and not breach or rescind a release relating
        to
        employment matters and the circumstances surrounding his termination in favor
        of
        the members of the Parent Group and their officers, directors and related
        parties and agents, in a form acceptable to the Company at the time of
        termination of employment.


      
        
          
          

        

        
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      5.5         
          Other Benefits.  Except as expressly provided
        otherwise in this Article V, the provisions of this Agreement shall not affect
        the Executive’s participation in, or terminating distributions and vested rights
        under, any pension, profit-sharing, insurance or other employee benefit plan
        of
        the Parent Group to which the Executive is entitled pursuant to the terms
        of
        such plans, or expense reimbursements he is otherwise entitled to under Section
        3.5.

      


      5.6      
             No Mitigation.  It will be
        difficult, and may be impossible, for the Executive to find reasonably
        comparable employment following the termination of the Executive’s employment,
        and the protective provisions under Article VI contained herein will further
        limit the employment opportunities for the Executive.  In addition,
        the Company’s severance pay policy applicable in general to its salaried
        employees does not provide for mitigation, offset or reduction of any severance
        payment received thereunder.  Accordingly, the parties hereto
        expressly agree that the payment of severance compensation in accordance
        with
        the terms of this Agreement will be liquidated damages, and that the Executive
        shall not be required to seek other employment, or otherwise, to mitigate
        any
        payment provided for hereunder.

      


      5.7          
         Limitation; No Other Rights.  Any amounts due or payable
        under this Article V are in the nature of severance payments or liquidated
        damages, or both, and the Executive agrees that such amounts shall fully
        compensate the Executive, his dependents, heirs and beneficiaries and the
        estate
        of the Executive for any and all direct damages and consequential damages
        that
        they do or may suffer as a result of the termination of the Executive’s
        employment, or both, and are not in the nature of a
        penalty.  Notwithstanding the above, no member of the Parent Group
        shall be liable to the Executive under any circumstances for any consequential,
        incidental, punitive or similar damages.  The Executive expressly
        acknowledges that the payments and other rights under this Article V shall
        be
        the sole monies or other rights to which the Executive shall be entitled
        to and
        such payments and rights will be in lieu of any other rights or remedies
        he
        might have or otherwise be entitled to.  In the event of any
        termination under this Article V, the Executive hereby expressly waives any
        rights to any other amounts, benefits or other rights, including without
        limitation whether arising under current or future compensation or severance
        or
        similar plans, agreements or arrangements of any member of the Parent Group
        (including as a result of changes in (or of) control or similar transactions),
        unless Executive’s entitlement to participate or receive benefits thereunder has
        been expressly approved by the Parent Board.  Similarly, no one in the
        Parent Group shall have any further liability or obligation to the Executive
        following the date of termination, except as expressly provided in this
        Agreement.

      


      5.8          
         No Right to Set Off.  The Company shall not be entitled
        to set off against amounts payable to the Executive hereunder any amounts
        earned
        by the Executive in other employment, or otherwise, after termination of
        his
        employment with the Company, or any amounts which might have been earned
        by the
        Executive in other employment had he sought such other employment.

      


      5.9           
        Adjustments Due to Excise Tax.

      


       (a)           If
        it is determined that any amount or benefit to be paid or payable to the
        Executive under this Agreement or otherwise in conjunction with his employment
        (whether paid or payable or distributed or distributable pursuant to the
        terms
        of this Agreement or otherwise in conjunction with his employment) would
        give
        rise to liability of the Executive for the excise tax imposed by Section
        4999 of
        the Code, as amended from time to time, or any successor provision (the “Excise
        Tax”), then the amount or benefits payable to the Executive (the total value
        of
        such amounts or benefits, the “Payments”) shall be reduced by the Company to the
        extent necessary so that no portion of the Payments to the Executive is subject
        to the Excise Tax.  Such reduction shall only be made if the net
        amount of the Payments, as so reduced (and after deduction of applicable
        federal, state, and local income and payroll taxes on such reduced Payments
        other than the Excise Tax (collectively, the “Deductions”)) is greater than the
        excess of (1) the net amount of the Payments, without reduction (but after
        making the Deductions) over (2) the amount of Excise Tax to which the Executive
        would be subject in respect of such Payments.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       (b)           In
        the event it is determined that the Excise Tax may be imposed on the Executive
        prior to the possibility of any reductions being made pursuant to Section
        5.9(a), the Company and the Executive agree to take such actions as they
        may
        mutually agree in writing to take to avoid any such reductions being made
        or, if
        such reduction is not otherwise required by Section 5.9(a), to reduce the
        amount
        of Excise Tax imposed.

      


       (c)           The
        independent public accounting firm serving as the Company's auditing firm,
        or
        such other accounting firm, law firm or professional consulting services
        provider of national reputation and experience reasonably acceptable to the
        Company and Executive (the “Accountants”) shall make in writing in good faith
        all calculations and determinations under this Section 5.9, including the
        assumptions to be used in arriving at any calculations.  For purposes
        of making the calculations and determinations under this Section 5.9, the
        Accountants and each other party may make reasonable assumptions and
        approximations concerning the application of Section 280G and Section
        4999.  The Company and Executive shall furnish to the Accountants and
        each other such information and documents as the Accountants and each other
        may
        reasonably request to make the calculations and determinations under this
        Section 5.9.  The Company shall bear all costs the Accountants incur
        in connection with any calculations contemplated hereby.

      


      VI.           PROTECTIVE
        PROVISIONS

      


      6.1           Noncompetition.  Without
        the prior written consent of the Parent Board (which may be withheld in the
        Parent Board’s sole discretion), so long as the Executive is an employee of the
        Company or any other member of the Parent Group and for a one-year period
        thereafter, the Executive agrees that he shall not anywhere in the Prohibited
        Area, for his own account or the benefit of any other, engage or participate
        in
        or assist or otherwise be connected with a Competing Business.  For
        the avoidance of doubt, the Executive understands that this Section 6.1
        prohibits the Executive from acting for himself or as an officer, employee,
        manager, operator, principal, owner, partner, shareholder, advisor, consultant
        of, or lender to, any individual or other Person that is engaged or participates
        in or carries out a Competing Business or is actively planning or preparing
        to
        enter into a Competing Business.  The parties agree that such
        prohibition shall not apply to the Executive’s passive ownership of not more
        than 5% of a publicly-traded company.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      6.2            No
        Solicitation or Interference.  So long as the Executive is an
        employee of the Company or any other member of the Parent Group (other than
        while an employee acting solely for the express benefit of the Parent Group)
        and
        for a one-year period thereafter, the Executive shall not, whether for his
        own
        account or for the account or benefit of any other Person, throughout the
        Prohibited Area:

       

       (a)           request,
        induce or attempt to influence (i) any customer of any member of the Parent
        Group to limit, curtail, cancel or terminate any business it transacts with,
        or
        products or services it receives from or sells to, or (ii) any Person employed
        by (or otherwise engaged in providing services for or on behalf of) any member
        of the Parent Group to limit, curtail, cancel or terminate any employment,
        consulting or other service arrangement, with any member of the Parent Group.
        Such prohibition shall expressly extend to any hiring or enticing away (or
        any
        attempt to hire or entice away) any employee or consultant of the Parent
        Group.

      


       (b)           solicit
        from or sell to any customer any products or services that any member of
        the
        Parent Group provides or is capable of providing to such customer and that
        are
        the same as or substantially similar to the products or services that any
        member
        of the Parent Group, sold or provided while the Executive was employed with,
        or
        providing services to, any member of the Parent Group.

      


       (c)           contact
        or solicit any customer for the purpose of discussing (i) services or products
        that are competitive with and the same or closely similar to those offered
        by
        any member of the Parent Group or (ii) any past or present business of any
        member of the Parent Group.

      


       (d)           request,
        induce or attempt to influence any supplier, distributor or other Person
        with
        which any member of the Parent Group has a business relationship or to limit,
        curtail, cancel or terminate any business it transacts with any member of
        the
        Parent Group.

      


       (e)           otherwise
        interfere with the relationship of any member of the Parent Group with any
        Person which is, or within one-year prior to the Executive’s date of termination
        was, doing business with, employed by or otherwise engaged in performing
        services for, any member of the Parent Group.

      


      The
        one-year post employment period herein shall be extended to 18 months if
        the
        Executive’s termination is pursuant to Section 5.3.

      


      6.3  
                 Confidential
        Information.  During the period of the Executive’s employment with
        the Company or any member of the Parent Group and at all times thereafter,
        the
        Executive shall hold in secrecy for the Company all Confidential Information
        that may come to his knowledge, may have come to his attention or may have
        come
        into his possession or control while employed by the Company (or otherwise
        performing services for any member of the Parent
        Group).  Notwithstanding the preceding sentence, the Executive shall
        not be required to maintain the confidentiality of any Confidential Information
        which (a) is or becomes available to the public or others in the industry
        generally (other than as a result of disclosure or inappropriate use, or
        caused,
        by the Executive in violation of this Section 6.3) or (b) the
        Executive is compelled to disclose under any applicable laws, regulations
        or
        directives of any government agency, tribunal or authority having jurisdiction
        in the matter or under subpoena.  Except as expressly required in the
        performance of his duties to the Company under this Agreement, the Executive
        shall not use for his own benefit or disclose (or permit or cause the disclosure
        of) to any Person, directly or indirectly, any Confidential Information unless
        such use or disclosure has been specifically authorized in writing by the
        Company in advance.  During the Executive’s employment and as
        necessary to perform his duties under Section 1.2, the Company will provide
        and grant the Executive access to the Confidential Information.  The
        Executive recognizes that any Confidential Information is of a highly
        competitive value, will include Confidential Information not previously provided
        the Executive and that the Confidential Information could be used to the
        competitive and financial detriment of any member of the Parent Group if
        misused
        or disclosed by the Executive.  The Company promises to provide access
        to the Confidential Information only in exchange for the Executive’s promises
        contained herein, expressly including the covenants in Sections 6.1, 6.2
        and
        6.4.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      6.4          
         Inventions.

      


       (a)           The
        Executive shall promptly and fully disclose to the Company any and all ideas,
        improvements, discoveries and inventions, whether or not they are believed
        to be
        patentable (“Inventions”), that the Executive conceives of or first actually
        reduces to practice, either solely or jointly with others, during the
        Executive’s employment with the Company or any other member of the Parent Group,
        and that relate to the business now or thereafter carried on or contemplated
        by
        any member of the Parent Group or that result from any work performed by
        the
        Executive for any member of the Parent Group.

      


       (b)           The
        Executive acknowledges and agrees that all Inventions shall be the sole and
        exclusive property of the Company (or member of the Parent Group) and are
        hereby
        assigned to the Company (or applicable member of the Parent
        Group).  During the term of the Executive’s employment with the
        Company (or any other member of the Parent Group) and thereafter, whenever
        requested to do so by the Company, the Executive shall take such action as
        may
        be requested to execute and assign any and all applications, assignments
        and
        other instruments that the Company shall deem necessary or appropriate in
        order
        to apply for and obtain Letters Patent of the United States and/or of any
        foreign countries for such Inventions and in order to assign and convey to
        the
        Company (or any other member of the Parent Group) or their nominees the sole
        and
        exclusive right, title and interest in and to such Inventions.

      


       (c)           The
        Company acknowledges and agrees that the provisions of this Section 6.4 do
        not
        apply to an Invention: (i) for which no equipment, supplies, or facility
        of any
        member of the Parent Group or Confidential Information was used; (ii) that
        was
        developed entirely on the Executive’s own time and does not involve the use of
        Confidential Information; (iii) that does not relate directly to the business
        of
        any member of the Parent Group or to the actual or demonstrably anticipated
        research or development of any member of the Parent Group; and (iv) that
        does
        not result from any work performed by the Executive for any member of the
        Parent
        Group.

      


      6.5        
           Return of Documents and Property.  Upon
        termination of the Executive’s employment for any reason, the Executive (or his
        heirs or personal representatives) shall immediately deliver to the Company
        (a) all documents and materials containing Confidential Information
        (including without limitation any “soft” copies or computerized or electronic
        versions thereof) or otherwise containing information relating to the business
        and affairs of any member of the Parent Group (whether or not confidential),
        and
        (b) all other documents, materials and other property belonging to any
        member of the Parent Group that are in the possession or under the control
        of
        the Executive.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      6.6   
                Reasonableness;
        Remedies.  The Executive acknowledges that each of the
        restrictions set forth in this Article VI are reasonable and necessary for
        the
        protection of the Company’s business and opportunities (and those of the Parent
        Group) and that a breach of any of the covenants contained in this Article
        VI
        would result in material irreparable injury to the Company and the other
        members
        of the Parent Group for which there is no adequate remedy at law and that
        it
        will not be possible to measure damages for such injuries
        precisely.  Accordingly, the Company and any member of the Parent
        Group shall be entitled to the remedies of injunction and specific performance,
        or either of such remedies, as well as all other remedies to which any member
        of
        the Parent Group may be entitled, at law, in equity or otherwise, without
        the
        need for the posting of a bond or by the posting of the minimum bond that
        may
        otherwise be required by law or court order.

      


      6.7
                   Extension;
        Survival.  The Executive and the Company agree that the time
        periods identified in this Article VI will be stayed, and the Company’s
        obligation to make any payments or provide any benefits under Article V shall
        be
        suspended, during the period of any breach or violation by the Executive
        of the
        covenants contained herein.  The parties further agree that this
        Article VI shall survive the termination or expiration of this Agreement
        for any
        reason.  The Executive acknowledges that his agreement to each of the
        provisions of this Article VI is fundamental to the Company’s willingness to
        enter into this Agreement and for it to provide for the severance and other
        benefits described in Article V, none of which the Company was required to
        do
        prior to the date hereof.  Further, it is the express intent and
        desire of the parties for each provision of this Article VI to be enforced
        to
        the fullest extent permitted by law.  If any part of this Article VI,
        or any provision hereof, is deemed illegal, void, unenforceable or overly
        broad
        (including as to time, scope and geography), the parties express desire is
        that
        such provision be reformed to the fullest extent possible to ensure its
        enforceability or if such reformation is deemed impossible then such provision
        shall be severed from this Agreement, but the remainder of this Agreement
        (expressly including the other provisions of this Article VI) shall remain
        in
        full force and effect.

      


      VII.          MISCELLANEOUS

      


                 7.1  
                 Notices.  Any
        notice required or permitted under this Agreement shall be given in writing
        and
        shall be deemed to have been effectively made or given if personally delivered,
        or if sent via U.S. mail or recognized overnight delivery service or sent
        via
        confirmed e-mail or facsimile to the other party at its address set forth
        below
        in this Section 7.1, or at such other address as such party may designate
        by written notice to the other party hereto. Any effective notice hereunder
        shall be deemed given on the date personally delivered, three business days
        after mailed via U.S. mail or one business day after it is sent via overnight
        delivery service or via confirmed e-mail or facsimile, as the case may be,
        to
        the following address:


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      If
        to the
        Company:

      


      Orthofix
        Inc.

      Attn:
        General Counsel

      The
        Storrs Building

      Suite
        250

      10115
        Kincey Ave.

      Huntersville,
        NC 28078

      


      Facsimile:  704-948-2690

      E-mail:
        raykolls@orthofix.com

      


      With
        a
        copy which shall not constitute notice to:

      


      Baker
        & McKenzie LLP

      Pennzoil
        Place, South Tower

      711
        Louisiana, Suite 3400

      Houston,
        Texas 77002-2746

      Attention:
        Jonathan B. Newton

      Telephone
        No.: (713) 427-5000

      Facsimile
        No.: (713) 427-5099

      E-mail:
        Jonathan.B.Newton@Bakernet.com

      


      If
        to the
        Executive:

      


      At
        the
        most recent address on file with the Company

      


      With
        a
        copy which shall not constitute notice to:

      


      Vedder,
        Price, Kaufman & Kammholz, P.C.

      222
        North
        LaSalle Street

      Chicago,
        Illinois 60601

      Attention:
        Thomas P. Desmond

      Telephone
        No.: (312) 609-7647

      Facsimile
        No.: (312) 609-5005

      E-mail:
        tdesmond@vedderprice.com

      


                  7.2    
               Legal Fees.

      


       (a)           The
        Company shall pay all reasonable legal fees and expenses of the Executive’s
        counsel in connection with the preparation and negotiation of this
        Agreement.

      


       (b)           It
        is the intent of the Company that the Executive not be required to bear the
        legal fees and related expenses associated with the enforcement or defense
        of
        the Executive's rights under this Agreement by litigation, arbitration or
        other
        legal action because having to do so would substantially detract from the
        benefits intended to be extended to the Executive hereunder. Accordingly,
        the
        parties hereto agree that any dispute or controversy arising under or in
        connection with this Agreement shall be resolved exclusively and finally
        by
        binding arbitration in Boston, Massachusetts, in accordance with the rules
        of
        the American Arbitration Association then in effect.  Judgment may be
        entered on the arbitrator's award in any court having
        jurisdiction.  The Company shall be responsible for its own fees,
        costs and expenses and shall pay to the Executive an amount equal to all
        reasonable attorneys' and related fees, costs and expenses incurred by the
        Executive in connection with such arbitration unless the arbitrator determines
        that the Executive (a) did not commence or engage in the arbitration with
        a
        reasonable, good faith belief that his claims were meritorious or (b) the
        Executive’s claims had no merit and a reasonable person under similar
        circumstances would not have brought such claims.  If there is any
        dispute between the Company and the Executive as to the payment of such fees
        and
        expenses, the arbitrator shall resolve such dispute, which resolution shall
        also
        be final and binding on the parties, and as to such dispute only the burden
        of
        proof shall be on the Company.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


                 
        7.3           Severability.  If
        an arbitrator or a court of competent jurisdiction determines that any term
        or
        provision hereof is void, invalid or otherwise unenforceable, (a) the
        remaining terms and provisions hereof shall be unimpaired and (b) such
        arbitrator or court shall replace such void, invalid or unenforceable term
        or
        provision with a term or provision that is valid and enforceable and that
        comes
        closest to expressing the intention of the void, invalid or unenforceable
        term
        or provision. For the avoidance of doubt, the parties expressly intend that
        this
        provision extend to Article VI of this Agreement.

      


                  7.4           Entire
        Agreement.  This Agreement represents the entire agreement of the
        parties with respect to the subject matter hereof and shall supersede any
        and
        all previous contracts, arrangements or understandings between the Company,
        the
        Parent and the Executive relating to the Executive’s employment by the
        Company.  Nothing in this Agreement shall modify or alter or impair
        any of the Executive’s rights under the Plans or related award
        agreements.  In the event of any conflict between this Agreement and
        any other agreement between the Executive and the Company (or any other member
        of the Parent Group), this Agreement shall control.  

      


      7.5        
           Amendment; Modification.  Except for
        increases in Base Salary, and adjustments with respect to Incentive
        Compensation, made as provided in Article II, this Agreement may be amended
        at
        any time only by mutual written agreement of the Executive and the Company;
        provided, however, that, notwithstanding any other provision of this Agreement
        or the Plans (or any award documents under the Plans), the Company may reform
        this Agreement, the Plans (or any award documents under the Plans) or any
        provision thereof (including, without limitation, an amendment instituting
        a
        six-month waiting period before a distribution) or otherwise as contemplated
        by
        Section 7.16 below.

      


                  7.6         
          Withholding.  The Company shall be entitled to
        withhold, deduct or collect or cause to be withheld, deducted or collected
        from
        payment any amount of withholding taxes required by law, statutory deductions
        or
        collections with respect to payments made to the Executive in connection
        with
        his employment, termination (including Article V) or his rights hereunder,
        including as it relates to stock-based compensation.

       

      7.7       
            Representations.

      


       (a)           The
        Executive hereby represents and warrants to the Company that (i) the execution,
        delivery and performance of this Agreement by the Executive do not and shall
        not
        conflict with, breach, violate or cause a default under any contract, agreement,
        instrument, order, judgment or decree to which the Executive is a party or
        by
        which he is bound, and (ii) upon the execution and delivery of this Agreement
        by
        the Company, this Agreement shall be the valid and binding obligation of
        the
        Executive, enforceable in accordance with its terms.  The Executive
        hereby acknowledges and represents that he has consulted with legal counsel
        regarding his rights and obligations under this Agreement and that he fully
        understands the terms and conditions contained herein.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       (b)           The
        Company hereby represents and warrants to the Executive that (i) the execution,
        delivery and performance of this Agreement by the Company do not and shall
        not
        conflict with, breach, violate or cause a default under any material contract,
        agreement, instrument, order, judgment or decree to which the Company is
        a party
        or by which it is bound and (ii) upon the execution and delivery of this
        Agreement by the Executive, this Agreement shall be the valid and binding
        obligation of the Company, enforceable in accordance with its
        terms.

      


                  7.8           
        Governing Law; Jurisdiction.  This Agreement shall be
        construed, interpreted, and governed in accordance with the laws of the State
        of
        Massachusetts without regard to any provision of that State’s rules on the
        conflicts of law that might make applicable the law of a jurisdiction other
        than
        that of the State of Massachusetts.  Except as otherwise provided in
        Section 7.2, all actions or proceedings arising out of this Agreement shall
        exclusively be heard and determined in state or federal courts in the State
        of
        Massachusetts having appropriate jurisdiction.  The parties expressly
        consent to the exclusive jurisdiction of such courts in any such action or
        proceeding and waive any objection to venue laid therein or any claim for
        forum
        nonconveniens.

      


                  7.9           
        Successors.  This Agreement shall be binding upon and inure to
        the benefit of, and shall be enforceable by the Executive, the Company, and
        their respective heirs, executors, administrators, legal representatives,
        successors, and assigns.  In the event of a Business Combination (as
        defined in clause (iii) of Change of Control), the provisions of this Agreement
        shall be binding upon and inure to the benefit of the parent or entity resulting
        from such Business Combination or to which the assets shall be sold or
        transferred, which entity from and after the date of such Business Combination
        shall be deemed to be the Company for purposes of this Agreement.  In
        the event of any other assignment of this Agreement by the Company, the Company
        shall remain primarily liable for its obligations hereunder; provided, however,
        that if the Company is financially unable to meet its obligations hereunder,
        the
        Parent shall assume responsibility for the Company’s obligations hereunder
        pursuant to the guaranty provision following the signature page
        hereof.  The Executive expressly acknowledges that the Parent and
        other members of the Parent Group (and their successors and assigns) are
        third
        party beneficiaries of this Agreement and may enforce this Agreement on behalf
        of themselves or the Company.  Both parties agree that there are no
        third party beneficiaries to this Agreement other than as expressly set forth
        in
        this Section 7.9.

      
 

      7.10          Nonassignability.  Neither
        this Agreement nor any right or interest hereunder shall be assignable by
        the
        Executive, his beneficiaries, dependents or legal representatives without
        the
        Company’s prior written consent; provided, however, that nothing in this Section
        7.10 shall preclude (a) the Executive from designating a beneficiary to receive
        any benefit payable hereunder upon his death or (b) the executors,
        administrators or other legal representatives of the Executive or his estate
        from assigning any rights hereunder to the Person(s) entitled
        thereto.

      


      7.11          No
        Attachment.  Except as required by law, no right to receive
        payments under this Agreement shall be subject to anticipation, commutation,
        alienation, sale, assignment, encumbrance, charge, pledge or hypothecation
        in
        favor of any third party, or to execution, attachment, levy or similar process
        or assignment by operation of law in favor of any third party, and any attempt,
        voluntary or involuntary, to effect any such action shall be null, void and
        of
        no effect.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      7.12           Waiver.  No
        term or condition of this Agreement shall be deemed to have been waived,
        nor
        there be any estoppel against the enforcement of any provision of this
        Agreement, except by written instrument of the party charged with such waiver
        or
        estoppel.  No such written waiver shall be deemed a continuing waiver
        unless specifically stated therein, and each such waiver shall operate only
        as
        to the specific term or condition waived and shall not constitute a waiver
        of
        such term or condition for the future or as to any act other than that
        specifically waived.

      


                  7.13           Construction.  The
        headings of articles or sections herein are included solely for convenience
        of
        reference and shall not control the meaning or interpretation of any of the
        provisions of this Agreement. References to days found herein shall be actual
        calendar days and not business days unless expressly provided
        otherwise.

      


                  7.14           Counterparts.  This
        Agreement may be executed by any of the parties hereto in counterparts, each
        of
        which shall be deemed to be an original, but all such counterparts shall
        together constitute one and the same instrument.

      


      7.15           Effectiveness.
        This Agreement shall be effective upon the Effective Date when signed by
        the
        Executive and the Company. If the Executive does not commence employment
        with
        the Company by the Start Date for any reason, this Agreement shall be void
        and
        of no force or effect.

      


                  7.16           Code
        Section 409A.

       

       
        (a)           It is the
        intent of the parties that payments and benefits under this Agreement comply
        with Section 409A and, accordingly, to interpret, to the maximum extent
        permitted, this Agreement to be in compliance therewith.  If the
        Executive notifies the Company in writing  (with specificity as to the
        reason therefore) that the Executive believes that any provision of this
        Agreement (or of any award of compensation, including equity compensation
        or
        benefits) would cause the Executive to incur any additional tax or interest
        under Section 409A and the Company concurs with such belief or the Company
        (without any obligation whatsoever to do so) independently makes such
        determination, the parties shall, in good faith, reform such provision to
        try to
        comply with Code Section 409A through good faith modifications to the minimum
        extent reasonably appropriate to conform with Code Section 409A.  To
        the extent that any provision hereof is modified by the parties to try to
        comply
        with Code Section 409A, such modification shall be made in good faith and
        shall,
        to the maximum extent reasonably possible, maintain the original intent of
        the
        applicable provision without violating the provisions of Code Section
        409A.  Notwithstanding the foregoing, the Company shall not be
        required to assume any economic burden in connection therewith.

      


       
        (b)           If the
        Executive is deemed on the date of “separation from service” to be a “specified
        employee” within the meaning of that term under Section 409A(a)(2)(B), then with
        regard to any payment or the provision of any benefit that is specified as
        subject to this Section, such payment or benefit shall be made or provided
        at
        the date which is the earlier of (A) the expiration of the six (6)-month
        period
        measured from the date of such “separation from service” of the Executive, and
        (B) the date of the Executive’s death (the “Delay Period”).  Upon the
        expiration of the Delay Period, all payments and benefits delayed pursuant
        to
        this Section 7.16 (whether they would have otherwise been payable in a single
        sum or in installments in the absence of such delay) shall be paid or reimbursed
        to the Executive in a lump sum, and any remaining payments and benefits due
        under this Agreement shall be paid or provided in accordance with the normal
        payment dates specified for them herein.  If a payment is to be made
        promptly after a date, it shall be made within sixty (60) days
        thereafter.


      
        
          
          

        

        
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       (c)           Any
        expense reimbursement under this Agreement shall be made promptly upon
        Executive’s presentation to the Company of evidence of the fees and expenses
        incurred by the Executive and in all events on or before the last day of
        the
        taxable year following the taxable year in which such expense was incurred
        by
        the Executive, and no such reimbursement or the amount of expenses eligible
        for
        reimbursement in any taxable year shall in any way affect the expenses
        eligible for reimbursement in any other taxable year, except for (i) the
        limit on the amount of outplacement costs and expenses reimbursable pursuant
        to
        Section 5.1(c) and (ii) any limit on the amount of expenses that may be
        reimbursed under an arrangement described in Code Section 105(b).

      


      7.17           Survival.  Except
        as provided in Section 1.3 with respect to expiration of the Term, Articles
        VI
        and VII shall survive the termination or expiration of this Agreement for
        any
        reason.


      
        
          
          

        

        
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                 IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the
        Effective Date.

      


      
        	
                ORTHOFIX
                  INC.

              	 	
                EXECUTIVE

              
	 	 	 
	 	 	 
	
                 /s/Alan
                  Milinazzo

              	 	
                /s/
                  Timothy M. Adams

              
	 	 	 	 
	
                Name:

              	
                Alan
                  Milinazzo

              	 	
                Timothy
                  M. Adams, an individual

              
	 	 	 	 
	
                Title:

              	
                Chief
                  Executive Officer

              	 	 


      

      


      Guaranty
        by Parent

      


      Parent
        (Orthofix International N.V.) is not a party to this Agreement, but joins
        in
        this Agreement for the sole purpose of guaranteeing the obligations of the
        Company to pay, provide, or reimburse the Executive for all cash or other
        benefits provided for in this Agreement, including the provision of all benefits
        in the form of, or related to, securities of Parent and to elect or appoint
        Executive to the positions with Parent and provide Executive with the authority
        relating thereto as contemplated by Section 1.1 of this Agreement, and to
        ensure
        the Parent Board will take the actions required of it hereby.

       

      ORTHOFIX
        INTERNATIONAL N.V.

       

      
        	
                /s/
                  Alan Milinazzo

              	 
	 	 	 
	
                Name:

              	
                Alan
                  Milinazzo

              	 
	 	 	 
	
                Title:

              	
                Chief
                  Executive Officer

              	 


      


      
        
          
          

        

        
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      EXHIBIT
        A

       

      Definitions

       

      For
        purposes of this Agreement, the
        following capitalized terms have the meanings set forth below:

       

      “Base
        Amount” shall mean an amount equal to the sum
        of:

       

      (i)
        the
        Executive’s annual base salary at the highest annual rate in effect at any time
        during the Term; and

       

      (ii)
        the
        greater of (i) the Executive’s target bonus under Section 2.3 in effect during
        the fiscal year in which termination of employment occurs, or (ii) the average
        of the Incentive Compensation (as defined in Section 2.3) actually earned
        by the
        Executive (A) with respect to the two consecutive annual Incentive Compensation
        periods ending immediately prior to the year in which termination of the
        Executive’s employment with the Company occurs or, (B) if greater, with respect
        to the two consecutive annual Incentive Compensation periods ending immediately
        prior to the Change of Control Date or the Potential Change of Control Date;
        provided, however, that if the Executive was not eligible for
        Incentive Compensation for such two consecutive Incentive Compensation periods,
        the amount included pursuant to this clause (ii) shall be the Incentive
        Compensation paid to the Executive for the most recent annual Incentive
        Compensation Period.  In the event the Incentive Compensation paid to
        the Executive for any such prior Incentive Compensation period represented
        a pro
        rated full-year amount because the Executive was not employed by the Company
        for
        the entire Incentive Compensation period, the Incentive Compensation paid
        to the
        Executive for such period for purposes of this clause (ii) shall be an amount
        equal to such pro-rated full-year amount.

       

      “Cause”
        shall mean termination of the Executive’s employment because of the
        Executive’s:  (i) involvement in fraud,
        misappropriation or embezzlement related to the business or property of the
        Company; (ii) conviction for, or guilty plea to, or plea of nolo contendere
        to,
        a felony or crime of similar gravity in the jurisdiction in which such
        conviction or guilty plea occurs; (iii) intentional wrongful disclosure of
        Confidential Information or other intentional wrongful violation of Article
        VI;  (iv) willful and continued failure by the Executive to follow the
        reasonable instructions of the Parent Board or Chief Executive Officer; (v)
        willful commission by the Executive of acts that are dishonest and demonstrably
        and materially injurious to a member of the Parent Group, monetarily or
        otherwise; (vi) willful or material violation of, or willful or material
        noncompliance with, any securities law, rule or regulation or stock exchange
        listing rule adversely affecting the Parent Group including without limitation
        (a) if the Executive has undertaken to provide any certification or related
        back-up material required for the chief and principal executive and financial
        officers to provide a certification required under the Sarbanes-Oxley Act
        of
        2002, including the rules and regulations promulgated thereunder (the
“Sarbanes-Oxley Act”), and he willfully or materially fails to take
        reasonable and appropriate steps to determine whether or not the certificate
        or
        related back-up material was accurate or otherwise in compliance with the
        requirements of the Sarbanes-Oxley Act or (b) the Executive’s willful or
        material failure to establish and administer effective systems and controls
        applicable to his area of responsibility necessary for the Parent to timely
        and
        accurately file reports pursuant to Section 13 or 15(d) of the Exchange
        Act.  No act or omission shall be deemed willful or material for
        purposes of this definition if taken or omitted to be taken by Executive
        in a
        good faith belief that such act or omission to act was in the best interests
        of
        the Parent Group or if done at the express direction of the Parent
        Board.

       

      
        
          
          

        

        
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      “Change
        of Control” shall occur upon any of the following
        events:

       

      (i)           the
        acquisition by any individual, entity or group (within the meaning of Section
        13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within
        the
        meaning of Rule 13d-3 promulgated under the Exchange Act), in any individual
        transaction or series of related transactions, of 50% or more of either (A)
        the
        then outstanding shares of common stock of Parent (the “Outstanding Common
        Stock”) or (B) the combined voting power of the then outstanding voting
        securities of Parent entitled to vote generally in the election of directors
        (the “Outstanding Voting Securities”); excluding, however,
        the following:  (1) any acquisition directly from Parent, other than
        an acquisition by virtue of the exercise of a conversion privilege unless
        the
        security being so converted was itself acquired directly from Parent; (2)
        any
        acquisition by Parent; (3) any acquisition by any employee benefit plan (or
        related trust) sponsored or maintained by Parent or any entity controlled
        by
        Parent; or (4) any acquisition pursuant to a transaction which complies
        with clauses (A), (B) and (C) of subsection (iii) of this definition of Change
        of Control;

       

      (ii)           a
        change in the composition of the Parent Board such that the individuals who
        as
        of the Effective Date constitute the Parent Board (the “Incumbent Board”)
        cease for any reason to constitute at least a majority of the Parent Board;
        provided, however, for purposes of this paragraph, that any
        individual who becomes a member of the Parent Board subsequent to the Effective
        Date, whose appointment, election, or nomination for election by Parent’s
        shareholders was approved by a vote of at least a
        majority of those individuals who are members of the
        Parent Board and who were also members of the Incumbent Board (or deemed
        to be
        such pursuant to this proviso) shall be considered as though such individual
        were a member of the Incumbent Board; but providedfurther that any
        such individual whose initial assumption of office occurs as a result of
        either
        an actual or threatened election contest (as such terms are used in Rule
        14a-11
        of Regulation 14A promulgated under the Exchange Act) or other actual or
        threatened solicitation of proxies or consents by or on behalf of a Person
        other
        than the Parent Board shall not be so considered as a member of the Incumbent
        Board;

       

      (iii)           consummation
        of a reorganization, merger, consolidation or other business combination
        or the
        sale or other disposition of all or substantially all of the assets of Parent
        (including assets that are shares held by Parent in its subsidiaries) (any
        such
        transaction, a “Business Combination”); expressly excluding,
however, any such Business Combination pursuant to which
        all of the
        following conditions are met:  (A) all or substantially all of
        the Person(s) who are the beneficial owners of the Outstanding Common Stock
        and
        Outstanding Voting Securities, respectively, immediately prior to such Business
        Combination will beneficially own, directly or indirectly, more than 50%
        of,
        respectively, the outstanding shares of common stock, and the combined voting
        power of the outstanding voting securities entitled to vote generally in
        the
        election of directors, as the case may be, of the entity resulting from such
        Business Combination (including, without limitation, an entity which as a
        result
        of such transaction owns Parent or all or substantially all of Parent’s assets
        either directly or through one or more subsidiaries) in substantially the
        same
        proportions as their ownership, immediately prior to such Business Combination,
        of the Outstanding Common Stock and Outstanding Voting Securities, as the
        case
        may be, (B) no Person (other than Parent, any employee benefit plan (or
        related trust) of Parent or such entity resulting from such Business
        Combination) will beneficially own, directly or indirectly, 50% or more of,
        respectively, the outstanding shares of common stock of the entity resulting
        from such Business Combination or the combined voting power of the outstanding
        voting securities of such entity entitled to vote generally in the election
        of
        directors except to the extent that such ownership existed prior to the Business
        Combination, and (C) individuals who were members of the Incumbent Board
        will constitute at least a majority of the members of the board of directors
        of
        the entity resulting from such Business Combination;

       

      
        
          
          

        

        
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      (iv)           the
        approval by the shareholders of Parent of a complete liquidation or dissolution
        of Parent;

       

      (v)           the
        Parent Group (or any of them) shall sell or dispose of, in a single transaction
        or series of related transactions, business operations that generated two-thirds
        of the consolidated revenues of the Parent Group (determined on the basis
        of
        Parent’s four most recently completed fiscal quarters for which reports have
        been filed under the Exchange Act) and such disposal shall not be exempted
        pursuant to clause (iii) of this definition of Change of Control;

       

      (vi)           Parent
        files a report or proxy statement with the Securities and Exchange Commission
        pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule
        14A
        (or any successor schedule, form or report or item therein) that a change
        of
        control of Parent has or may have occurred or will or may occur in the future
        pursuant to any then-existing agreement or transaction; notwithstanding the
        foregoing, unless determined in a specific case by a majority vote of the
        Parent
        Board, a “Change of Control” shall not be deemed to have occurred solely
        because:  (A) an entity in which Parent directly or indirectly
        beneficially owns 50% or more of the voting securities, or any Parent-sponsored
        employee stock ownership plan, or any other employee plan of Parent or the
        Company, either files or becomes obligated to file a report or a proxy statement
        under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
        14A
        (or any successor schedule, form or report or item therein) under the Exchange
        Act, disclosing beneficial ownership by form or report or item therein,
        disclosing beneficial ownership by it of shares of stock of Parent, or because
        Parent reports that a change of control of Parent has or may have occurred
        or
        will or may occur in the future by reason of such beneficial ownership or
        (B)
        any Parent-sponsored employee stock ownership plan, or any other employee
        plan
        of Parent or the Company, either files or becomes obligated to file a report
        or
        a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form
        8-K
        or Schedule 14A (or any successor schedule, form or report or item therein)
        under the Exchange Act, disclosing beneficial ownership by form or report
        or
        item therein, disclosing beneficial ownership by it of shares of stock of
        Parent, or because Parent reports that a change of control of Parent has
        or may
        have occurred or will or may occur in the future by reason of such beneficial
        ownership; or

       

      (vii)           any
        other transaction or series of related transactions occur that have
        substantially the effect of the transactions specified in any of the preceding
        clauses in this definition.

       

      Notwithstanding
        the above definition of Change of Control, the Parent Board, in its sole
        discretion, may determine that a Change of Control has occurred for purposes
        of
        this Agreement, even if the events giving rise to such Change of Control
        are not
        expressly described in the above definition.

       

      “Change
        of Control Date” shall mean the date on which a
        Change of Control occurs.

       

      “Change
        of Control Period” shall mean the
        24 month period commencing on the Change of Control Date;
        provided, however, if the Company terminates the Executive’s
        employment with the Company prior to the Change of Control Date but on or
        after
        a Potential Change of Control Date, and it is reasonably demonstrated that
        the
        Executive’s (i) employment was terminated at the request of an unaffiliated
        third party who has taken steps reasonably calculated to effect a Change
        of
        Control or (ii) termination of employment otherwise arose in connection
        with or in anticipation of the Change of Control, then the “Change of Control
        Period” shall mean the 24 month period beginning on
        the date immediately prior to the date of the Executive’s termination of
        employment with the Company.

       

      
        
          
          

        

        
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      “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

      


      “Competing
        Business” means any business or activity that (i)
        competes with any member of the Parent Group for which the Executive performed
        services or the Executive was involved in for purposes of making strategic
        or
        other material business decisions and involves (ii) (A) the same or
        substantially similar types of products or services (individually or
        collectively) manufactured, marketed or sold by any member of the Parent
        Group
        during Term or (B) products or services so similar in nature to that of any
        member of the Parent Group during Term (or that any member of the Parent
        Group
        will soon thereafter offer) that they would be reasonably likely to displace
        substantial business opportunities or customers of the Parent
        Group.

       

      “Confidential
        Information” shall include Trade Secrets and
        includes information acquired by the Executive in the course and scope of
        his
        activities under this Agreement, including information acquired from third
        parties, that (i) is not generally known or disseminated outside the Parent
        Group (such as non-public information), (ii) is designated or marked by any
        member of the Parent Group as “confidential” or reasonably should be considered
        confidential or proprietary, or (iii) any member of the Parent Group indicates
        through its policies, procedures, or other instructions should not be disclosed
        to anyone outside the Parent Group.  Without limiting the foregoing
        definitions, some examples of Confidential Information under this Agreement
        include (a) matters of a technical nature, such as scientific, trade or
        engineering secrets, “know-how”, formulae, secret processes, inventions, and
        research and development plans or projects regarding existing and prospective
        customers and products or services, (b) information about costs, profits,
        markets, sales, customer lists, customer needs, customer preferences and
        customer purchasing histories, supplier lists, internal financial data,
        personnel evaluations, non-public information about medical devices or products
        of any member of the Parent Group (including future plans about them),
        information and material provided by third parties in confidence and/or with
        nondisclosure restrictions, computer access passwords, and internal market
        studies or surveys and (c) and any other information or matters of a similar
        nature.

       

      “Disability”
        as used in this Agreement shall have the meaning given that term by any
        disability insurance the Company carries at the time of termination that
        would
        apply to the Executive. Otherwise, the term “Disability” shall mean the
        inability of the Executive to perform his duties and responsibilities under
        this
        Agreement as a result of a physical or mental illness, disease or personal
        injury he has incurred. Any dispute as to whether or not the Executive has
        a
“Disability” for purposes of this Agreement shall be resolved by a
        physician reasonably satisfactory to the Parent Board and the Executive (or
        his
        legal representative, if applicable). If the Parent Board and the Executive
        (or
        his legal representative, if applicable) are unable to agree on a physician,
        then each shall select one physician and those two physicians shall pick
        a third
        physician and the determination of such third physician shall be binding
        on the
        parties.

       

      “Exchange
        Act” shall mean the Securities Exchange Act of
        1934, as amended.

       

      “Good
        Reason” shall mean the occurrence of any of the
        following without the written consent of the Executive:  (i) any
        duties, functions or responsibilities are assigned to the Executive that
        are
        materially inconsistent with the Executive’s duties, functions or
        responsibilities with the Company or the Parent as contemplated or permitted
        by
        Section 1.1; (ii) any action by the Company or the Parent that results in
        a
        material adverse change in the nature or scope of the position, power, duties,
        functions, responsibilities or authorities of the Executive with the Company
        or
        the Parent from those contemplated or permitted by Section 1.1; (iii) the
        base
        salary of the Executive is reduced, unless a reduction in accordance with
        Section 2.2; (iv) there is a material adverse change or termination of the
        Executive’s right to participate, on a basis substantially consistent with
        practices applicable to senior executives of the Company generally, in any
        bonus, incentive, profit-sharing, stock option, stock purchase, stock
        appreciation, restricted stock, discretionary pay or similar policy, plan,
        program or arrangement of the Company, or any material adverse failure to
        provide the compensation and benefits contemplated by Sections 2.3, 2.4 and
        Article III, except where necessary to avoid the imposition of any additional
        tax under Section 409A of the Code; (v) there is a material termination or
        denial of the Executive’s right, on a basis substantially consistent with
        practices applicable generally to senior executives of the Company, to
        participate in and receive service credit for benefits as provided under,
        all
        life, accident, medical payment, health and disability insurance, retirement,
        pension, salary continuation, expense reimbursement and other employee and
        perquisite policies, plans, programs and arrangements that generally are
        made
        available to senior executives of the Company, except for any arrangements
        that
        the Parent Board adopts for select senior executives to compensate them for
        special or extenuating circumstances or as needed to comply with applicable
        law
        or as necessary to avoid the imposition of any additional tax under Section
        409A, or (vi) any material breach by the Company of its representations under
        Section 7.7(b), or the guaranty by Parent on the signature page of the
        Agreement.


      
        
          
          

        

        
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      “Parent”
        shall mean Orthofix International N.V., an entity organized under
        the
        laws of the Netherlands Antilles.

       

      “Parent
        Board” shall mean the Board of Directors of
        Parent.  Any obligation of the Parent Board other than termination for
        Cause under this Agreement may be delegated to an appropriate committee of
        the
        Parent Board, including its compensation committee, and references to the
        Parent
        Board herein shall be references to any such committee, as
        appropriate.

       

      “Parent
        Group” shall mean Parent, together with its
        subsidiaries including the Company.

       

      “Person”
shall
        include individuals or entities
        such as corporations, partnerships, companies, firms, business organizations
        or
        enterprises, and governmental or quasi-governmental bodies.

       

      “Potential
        Change of Control” shall mean the earliest to
        occur of:  (i) the date on which Parent executes an agreement or
        letter of intent, the consummation of the transactions described in which
        would
        result in the occurrence of a Change of Control or (ii) the date on which
        the
        Parent Board approves a transaction or series of transactions, the consummation
        of which would result in a Change of Control, and ending when, in the opinion
        of
        the Parent Board, the Parent (or the Company) or the respective third party
        has
        abandoned or terminated any Potential Change of Control.

       

      “Potential
        Change of Control Date” shall mean the date on
        which a Potential Change of Control occurs; provided, however,
        such date shall become null and void when, in the opinion of the Parent Board,
        the Parent (or the Company) or the respective third party has abandoned or
        terminated any Potential Change of Control.

       

      “Prohibited
        Area” means North America, South America and the
        European Union, which Prohibited Area the parties have agreed to as a result
        of
        the fact that those are the geographic areas in which the members of the
        Parent
        Group conduct a preponderance of their business and in which the Executive
        provides substantive services to the benefit of the Parent Group.

       

      
        
          
          

        

        
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      “Section
        409A” shall mean Section 409A of the Code and
        regulations promulgated thereunder (and any similar or successor federal
        or
        state statute or regulations).

       

      “Trade
        Secrets” are information of special value, not
        generally known to the public that any member of the Parent Group has taken
        steps to maintain as secret from Persons other than those selected by any
        member
        of the Parent Group.

    

     

    25