ex10_1.htm


    
      

    

    Exhibit
10.1

    


    EMPLOYMENT
AGREEMENT

    


    This
Employment Agreement (the “Agreement”), entered
into and effective as of October 14, 2008 (the “Effective Date”), is
by and between Orthofix Inc., a Minnesota corporation (the “Company”), and
Bradley R. Mason, an individual (the “Executive”).

    


    PRELIMINARY
STATEMENTS

    


    A.          
 Breg, Inc., a California corporation and affiliate of the Company, and the
Executive are parties to an Employment Agreement, entered into as of November
20, 2003 (as amended on November 20, 2007, the “Prior Agreement”),
which Prior Agreement expires December 31, 2008.

    


    B.        
   The Company and the Executive are also parties to a Second
Amended and Restated Performance Accelerated Stock Options Agreement, dated as
of the date hereof (as amended or modified from time to time, the “PASO
Agreement”).

    


    C.      
     The Company and the Executive desire to enter into
this Agreement to memorialize the terms of their relationship and in order for
the Company to retain the long-term services of the Executive and the Executive
desires to render such services, upon the terms and conditions contained
herein.

    


    D.          
 The Company and the Executive agree and acknowledge that pursuant to this
Agreement the Executive will receive consideration and other benefits over and
above that which he would otherwise be entitled to receive as compensation for
services performed for the Company.

    


    E.           
 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.

    


    F.            
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 Group President, North America of the Parent.  The
Executive shall report to such senior executive(s) as the Company shall
determine from time to time 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 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 operating officers of companies which are similar in size and nature to,
and the financial position of, the Parent Group.  The Executive also
agrees to serve, if elected, as an officer or director of Parent or 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 Board’s prior written
consent to serve on a corporate board, which consent shall be at the 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,
2010 (the “Initial
Term”) unless sooner terminated or extended as provided
hereunder.  This Agreement shall automatically renew for an additional
one-year period on April 1, 2010 (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,
2010.  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 (or any
other member of the Parent Group) 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 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.


    
      
         


      

      
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    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 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.

    


    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 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 60% 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 90% 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 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 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
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 2004 Long Term
Incentive Plan 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 Board’s annual compensation review, but any such grants shall be at
the sole discretion of the Board.


    
      
         


      

      
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    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).

    


    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.


    
      
         


      

      
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    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.

    


    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 Board, at a meeting of
the Board called and held for such purpose, finding that in the good faith
opinion of the 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 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 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 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 Board or
the Company’s senior executives.


    
      
         


      

      
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    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.

    


    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 and any risk of forfeiture included in restricted or other stock
grants previously made to the Executive shall immediately lapse.  In
addition, if the Executive’s employment is terminated pursuant to Section 4.4 or
4.5, the Executive shall have until the latest date that each stock option or
stock appreciation right would otherwise expire by its original terms had the
Executive’s employment not terminated (but in no event later than 10 years from
the original grant date of the stock option or stock appreciation right) to
exercise any outstanding stock options or stock appreciation
rights.  The vesting and extension of the exercise period set forth in
this Section 5.1(c) shall occur notwithstanding any provision in any Plans or
related grant documents which provides for a lesser vesting or 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),
notwithstanding anything to the contrary in any Plans or grant documents; provided, however,
and for the avoidance of doubt, nothing in this Agreement shall be construed as
or imply that this Agreement does or can grant greater rights than are allowed
under the terms and conditions of the Plans.  Neither this Section
5.1(c) nor any other provision of this Agreement (including as it relates to a
Change of Control or any other termination event or rights accruing on
termination) shall apply to the stock options represented by the PASO Agreement
and the termination of the Executive under this Agreement shall create no rights
greater or different than those expressly set forth in the PASO
Agreement.

     

    (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.


    
      
         


      

      
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    (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.

     

    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.


    
      
         


      

      
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    (b)           with
respect to any stock-based compensation such as stock options, stock
appreciation rights or restricted stock grants:

    


    (i)           in
the event of a (A) Voluntary Termination on or prior to March 31, 2010 or (B)
termination for Cause, 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.  For the avoidance of
doubt, in the event of a Voluntary Termination on or prior to March 31, 2010 or
any termination for Cause, this Agreement does not grant any greater rights
(regarding vesting, exercise or otherwise) with respect to  stock
options, stock appreciation rights or restricted stock grants than is provided
for in the Plans or the award documents.

    


    (ii)          in
the event of a Voluntary Termination after March 31, 2010 only, all stock
options, stock appreciation rights or similar stock-based rights previously
granted to the Executive shall vest in full and be immediately exercisable and
any risk of forfeiture included in restricted or other stock grants previously
made to the Executive shall immediately lapse.  In addition, if the
Executive’s employment is terminated in accordance with Section 4.7 after March
31, 2010, the Executive shall have until the latest date that each stock option
or stock appreciation right would otherwise expire by its original terms had the
Executive’s employment not terminated (but in no event later than 10 years from
the original grant date of the stock option or stock appreciation right) to
exercise any outstanding stock options or stock appreciation
rights.  The vesting and extension of the exercise period set forth in
this Section 5.2(b)(ii) shall occur notwithstanding any provision in any Plans
or related grant documents which provides for a lesser vesting or shorter period
for exercise upon a Voluntary Termination, notwithstanding anything to the
contrary in any Plans or grant documents; provided, however,
and for the avoidance of doubt, nothing in this Agreement shall be construed as
or imply that this Agreement does or can grant greater rights than are allowed
under the terms and conditions of the Plans.

    


    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.


    
      
         


      

      
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    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.

    


    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 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.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    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.

    


    (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 Board (which may be withheld in the 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.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    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.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    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.

    


    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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (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.

    


    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.


    
      
         


      

      
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    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:

    


    
      
        	 
      	
                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

              
	 
      	 
      
	 
      	
                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

              


      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    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 San Diego, California, 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.

    


    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,
Parent and/or Breg, Inc., a California corporation, on the one hand, and the
Executive, on the other hand, relating to the Executive’s employment, expressly
including the Prior Agreement, which Prior Agreement is of no further force and
effect.  The Executive expressly acknowledges that he has no further
rights, and hereby waives or forfeits any and all rights he may have or may have
had, under the Prior Agreement, and neither the Company nor any member of the
Parent Group shall have any obligation to make any payments or satisfy any other
liability to him thereunder (whether written or oral).  Nothing in
this Agreement shall modify or alter the Indemnity Agreement by and between
Parent and the Executive (the “Indemnity Agreement”)
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.  Notwithstanding anything to the contrary in this Section 7.4
or any other provision of this Agreement (including under Article V), this
Agreement does not amend, modify, alter or supersede the PASO Agreement, which
PASO Agreement remains in full force and effect in accordance with its terms. In
the event of any conflict between this Agreement and the PASO Agreement, the
PASO Agreement shall control.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    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, the Plans (or any award
documents under the Plans) or the Indemnity Agreement, the Company may reform
this Agreement, the Plans (or any award documents under the Plans), the
Indemnity Agreement 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.

    


    (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.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    7.8           Governing Law;
Jurisdiction.  This Agreement shall be construed, interpreted,
and governed in accordance with the laws of the State of California 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
California.  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 California 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.

    


    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.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    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.

    


    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.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


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

    


    


    
      
        
          
            
              
                
                  	
                          ORTHOFIX
      INC.

                        	 
      	
                          EXECUTIVE

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/
      Alan W. Milinazzo  	 
      	/s/
      Bradley R. Mason,  
	 
      	 
      	
                          Bradley R.
      Mason, an individual

                        
	
                          Name:

                        	Alan
      W. Milinazzo    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          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 Board will take the actions required of it hereby.

     

     

    
      
        	
                
                  ORTHOFIX
      INTERNATIONAL N.V.

                

              	 
      	
                 

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/
      Alan W. Milinazzo      	 
      	 
      
	 
      	 
      	
                 

              
	
                Name:

              	Alan
      W. Milinazzo    	 
      	 
      
	 
      	 	 
      	 
      
	
                Title:

              	Chief
      Executive Officer    	 
      	 
      



        
          
             


          

          
            21

            
              

            

          

          
             


          

        

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.

     

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

     

    “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 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 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 Board such that the individuals who as of the
Effective Date constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, for purposes
of this paragraph, that any individual who becomes a member of the 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 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
provided further 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
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;


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (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 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


    
      
         


      

      
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    (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 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.

     

    “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.


    
      
         


      

      
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    “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 Board and the Executive (or his legal representative, if
applicable). If the 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 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
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 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 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 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.

     

    “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.

     

     

    27