Amendment to employment agreement



 Exhibit 10.1 
 AMENDMENT TO EMPLOYMENT AGREEMENT 
 THIS AMENDMENT TO EMPLOYMENT
AGREEMENT (this “Amendment”) is made as of this 30th day of June, 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, (the “Employment Agreement”); and 

WHEREAS, the Employment Agreement contemplated that the Employment Agreement would terminate on December 31, 2010 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 as of December 31, 2010 to extend the term thereof until March 31, 2011;
and 
 WHEREAS, the Employment Agreement was further amended as of March 31, 2011 to extend the term thereof until
June 30, 2011; and 
 WHEREAS, the Company and the Executive desire to further amend the Employment Agreement to
extend its current term to September 30, 2011 and begin the Subsequent Term on October 1, 2011 to allow for the renegotiation of the new employment agreement that will govern 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 “June 30, 2011” and substituting therefor “September 30, 2011.” 
 2. Section 2.4 of the Employment Agreement is hereby amended by deleting the reference to “July 1, 2011” and substituting therefor “October 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/ Bill Locander

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

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


  
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