ex10_37.htm


    
      

    

    Exhibit 10.37

     

    

     

    August
27, 2008

    


    Mr.
Oliver Burckhardt

    [omitted]

    


    


    Dear
Oliver:

    


    Reference
is made to your employment agreement with Orthofix Inc. (the “Company”), dated
November 27, 2007 (the “Agreement”).  As we discussed today, as part
of our agreement for you to cease serving as an employee of the Company, I am
writing to provide you Notice of Termination (as defined in the Agreement)
without Cause in accordance with Sections 4.5, 4.8 and 7.1 of the Agreement.
Your termination will be effective 30 days from August 28, 2008, i.e. September
27, 2008 (the “Separation Date”), as provided in the
Agreement.  During the 30-day period, you will be paid your regular
salary, the Agreement will remain in effect, you will report directly to Bradley
R. Mason, and you will continue to serve as an employee of Orthofix Inc. (as
well as in your capacity as President of the Spine Division and President of
Blackstone Medical, Inc.), all as required by and set forth in the Agreement.
This termination entitles you to a severance payment of $472,500 (the “Severance
Payment”), as well as reimbursement of outplacement services of up to $25,000
and other benefits, as set forth in the Agreement. You understand that as a
result of the performance of the Spine Division and Blackstone Medical, Inc. in
2008, you are not entitled to and will not receive any Incentive Compensation
(as defined in the Agreement) for 2008 pursuant to Sections 2.3 or 5.1 or any
other provision of the Agreement.

    


    We
understand you desire to avoid the imposition of tax under Section 409A of the
Internal Revenue Code, as amended (the “Code”). As such, you have been advised
by counsel to wait six months and one day from the Separation Date (the “Payment
Date”) to receive the Severance Payment.  You also understand that
your receipt of the Severance Payment and other benefits under the Agreement are
contingent on your signing a release (the “Release”) as set forth under Section
5.4 of the Agreement. We will pay you the Severance Payment on the Payment Date
only following receipt from you on that date of a Release signed and dated the
Payment Date.  We will have no obligation to pay you the Severance
Payment or provide you the other benefits if you do not sign the
Release.  The payments described in this letter (the “Payments”) are
intended by you and the Company to comply with Section 409A of the Code, and the
guidance and Treasury Regulations issued thereunder to the extent applicable
thereto, and this letter will be interpreted and construed consistent with this
intent.  Notwithstanding the foregoing, the Company will not be
required to assume any increased economic burden in connection with the
Payments.  The Company does not represent or warrant that the Payments
will comply with Section 409A of the Code or any other provision of federal,
state, or local law.  Neither the Company, nor any parent or
affiliate, nor its or their respective directors, officers, employees or
advisers (collectively, the “Parent Group”) will be liable to you (or to any
other individual claiming a benefit through you) for any tax, interest, or
penalties you might owe as a result of the Payments, and no member of the Parent
Group shall have any obligation to indemnify or otherwise protect you from the
obligation to pay any taxes pursuant to Section 409A of the Code. You will
indemnify the Parent Group for any tax, interest or penalties you may owe under
Section 409A of the Code as a result of the Payments that the Parent Group pays
on your behalf.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    At this
time, we also would remind you of your non-competition, non-solicitation,
confidentiality and other obligations under the Agreement. For the avoidance of
doubt, nothing in this letter limits or alters your post-termination obligations
to the Company and its affiliates under Section 6 of the Agreement or otherwise,
all of which will remain in effect in accordance with the Agreement following
the date hereof and the Separation Date.

    


    Please
indicate your agreement and acknowledgment to the above by signing where
indicated below and returning a copy to me. Your signature below will also
constitute resignation by you, as of the Separation Date, from all officer and
director positions with the Company or any of its parents or affiliates, as
required by the Agreement. If we do not receive from you a countersigned copy of
this letter by 5:00 Eastern Time on August 28, 2008, this letter shall
nevertheless serve as a Notice of Termination (as defined in the Agreement)
pursuant to Section 4.5 of the Agreement.

     

    Sincerely,

    


    Orthofix Inc.

    


    


    


    Bradley
R. Mason, authorized signatory

    


    


    Acknowledged
and Accepted:


    


    


    
      
        
          
            
              
                
                  	
                          /s/ Oliver Burckhardt

                        
	
                          Oliver
      Burckhardt, an individual

                        
	
                          Dated:
      August 27,
2008

                        


                

              

            

          

        

      

    

    


    cc:
Thomas P. Desmond (via e-mail to tdesmond@vedderprice.com)