ex10_36.htm


    
      
        

      
Exhibit 10.36

    
       

      Confidential
treatment has been requested for portions of the exhibit. The confidential
portions have been omitted and are denoted by a triple asterisk
(***).  The confidential portions have been filed separately with the
comission.

    

     

    

     

    August
28, 2008

    


    Mr.
Oliver Burckhardt

    [address]

    [address]

    


    Dear
Oliver:

    


    Following
your departure from Orthofix Inc. (the “Company”), we understand that you would
like to assist us as a consultant with respect to ***. If ***, we agree to pay
you $25,000 on January 31, 2009 for your consulting services. Payment to you of
this sum is contingent on your readily assisting us from time to time ***, as
requested by Brad Mason.

    


    We also
understand that following your departure from the Company you would like to sell
72,300 of your options (described in more detail on Attachment A) (the
“Options”) back to Orthofix International N.V. (“Parent”) in exchange for
payment to you of $125,000 (the “Option Payment”). In consideration for your
agreement to forfeit your right in and to and to otherwise cancel those Options
(including termination of the underlying Option agreements and any right to
exercise those Options), we will agree to pay you the Option Payment as follows:
$62,500 as soon as reasonably practicable following your departure from the
Company (but no later than October 1, 2008) and $62,500 on January 31,
2009.

    


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

    


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

    


    Please
indicate your agreement and acknowledgment to the above by signing where
indicated below and returning a copy to me. The offer represented by this letter
shall be void if we do not receive from you a countersigned copy of this letter
by 5:00 Eastern Time on August 28, 2008.

    


    *** Confidential material omitted and filed
separately with the Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Confidential treatment has been
requested for portions of the exhibit. The confidential portions have been
omitted and are denoted by a triple asterisk (***). The confidential portions
have been filed separately with the comission.

    


    Sincerely,

    


    Orthofix
Inc.

    


    /s/
Bradley R. Mason

    


    Bradley
R. Mason, authorized signatory

    


    


    Acknowledged
and Accepted:


    


    


    /s/ Oliver
Burckhardt                                                      

    Oliver
Burckhardt, an individual

    Dated:
August 27, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Confidential treatment has been requested
for portions of the exhibit. The confidential portions have been omitted and are
denoted by a triple asterisk (***). The confidential portions have been filed
separately with the comission.

    

     

    Attachment
A

    


    List of
Options

    


    


    1.           22,300
Options with an exercise price of $44.97 shares represented by a Nonqualified
Stock Option Agreement under the Orthofix International N.V. Amended and
Restated 2004 Long-Term Incentive Plan, dated June 29, 2007, entered into
between Oliver Burckhardt and Parent.

    


    2.           10,000
Options with an exercise price of $47.78 shares represented by a Nonqualified
Stock Option Agreement under the Orthofix International N.V. Amended and
Restated 2004 Long-Term Incentive Plan, dated August 21, 2007, entered into
between Oliver Burckhardt and Parent.

    


    3.           40,000
Options with an exercise price of $58.43 shares represented by a Nonqualified
Stock Option Agreement under the Orthofix International N.V. Amended and
Restated 2004 Long-Term Incentive Plan, dated November 27, 2007, entered into
between Oliver Burckhardt and Parent.