Third Amendment to Employment Agreement



 Exhibit 10.1 
 THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of this 30th day of September, 2011, by and between R. William Petty, M.D. (“Executive”) and
Exactech, Inc., a Florida corporation (the “Company”). 
 Recitals 

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated March 31, 2008, (as amended
from time to time, the “Employment Agreement”); and 
 WHEREAS, the Employment Agreement originally
contemplated that Executive’s role as the Company’s Chief Executive Officer would terminate on December 31, 2010 (the “CEO Term”) and, beginning on January 1, 2011, the Company would employ the Executive in another
mutually agreeable executive level position until December 31, 2013 (the “Subsequent Term”); and 

WHEREAS, the Employment Agreement was amended to extend the CEO Term until September 30, 2011; and 

WHEREAS, in lieu of the Executive holding an executive level position other than CEO during the Subsequent Term as originally
contemplated by the Employment Agreement, the Company and the Executive believe that the Company would benefit significantly from the Executive’s continued leadership as the Company’s Chief Executive Officer during the Subsequent Term; and

 WHEREAS, the Company and the Executive desire to further amend the Employment Agreement to extend the CEO Term to
October 31, 2011, during which extension the Company and the Executive desire to negotiate a new employment agreement that will extend the Executive’s tenure as Chief Executive Officer through the Subsequent Term (the “New
Employment Agreement”). 
 NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1.
Section 2.1 of the Employment Agreement is hereby amended by deleting the reference to “September 30, 2011” and substituting therefor “October 31, 2011.” 

2. Section 2.4 of the Employment Agreement is hereby amended by deleting the reference to “October 1, 2011” and
substituting therefor “November 1, 2011.” 
 3. The Company and the Executive each acknowledge and agree that, in
light of the foregoing amendments, until the beginning of the Subsequent Term, the total compensation for which shall be determined and set forth in the New Employment Agreement, the Executive’s








 
Base Salary and Royalties shall continue to be controlled by Sections 3.1 and 3.2, respectively, of the Employment Agreement, taking into account any increases to such Base Salary the Board has
approved since the initial effective date of the Employment Agreement; provided, however, that any Additional Compensation, as previously governed by Section 3.3 of the Employment Agreement (e.g., incentive compensation, bonuses, etc.), for
calendar year 2011 shall be determined and governed in accordance with the additional compensation awards and performance metrics and methodologies previously established by the Compensation Committee for the senior executives of the Company.

 4. Except as specifically amended hereby, the Employment Agreement is and remains unmodified and in full force and effect and
is hereby ratified and confirmed. 
 5. This Amendment shall be deemed a contract made under the laws of the State of Florida
and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. 
 6. This Amendment may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall constitute but one and the same instrument.

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 IN WITNESS WHEREOF, the parties have executed this Amendment to Employment Agreement
as of the date first written above. 
  

							
	ADDRESS:	 		 	THE COMPANY:
			
	c/o Exactech, Inc.	 		 	EXACTECH
	2320 N.W. 66th Court	 		 		 	
	Gainesville, Florida 32653	 		 		 	
				
		 		 	By:	 	 /s/ William Locander

		 		 	Name:	 	Bill Locander, Ph.D.
		 		 	Title:	 	Compensation Committee Chairman
			
	 ADDRESS:
	 		 	THE EXECUTIVE:
				
	c/o Exactech, Inc.	 		 		 	
	2320 N.W. 66th Court	 		 	    /s/ W. Petty

	Gainesville, Florida 32653	 		 	Name:	 	R. William Petty, M.D.


  
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