EX-10.1



 Exhibit 10.1 

AMENDMENT #1 TO 

EMPLOYMENT AGREEMENT 

This AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of October 3, 2014, between Orthofix Inc., a
Minnesota corporation (the “Company”), and Doug Rice (the “Executive”). 
 WHEREAS, the Executive and the
Company have previously entered into an Employment Agreement as of September 4, 2014 (the “Agreement”); and 

WHEREAS, the parties desire to enter into this Amendment to amend and revise the Agreement as set forth herein to, among other things, reflect
the terms of an arrangement by which Executive will serve temporarily as the Company’s Interim Chief Financial Officer; 
 NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 

1. Amendments. 
  

	 	a.	Section 1.1. The following is added to the end of Section 1.1: 

 “In
addition to the foregoing, from September 27, 2014 until such time as the Company appoints a permanent, full-time Chief Financial Officer, Executive shall serve as the Company’s Interim Chief Financial Officer (the “Interim CFO
Period). For the avoidance of doubt, in the event that Executive is not appointed as the Company’s permanent, full-time Chief Financial Officer, he shall continue serving as the Company’s Chief Accounting Officer, and notwithstanding
anything in this Agreement to the contrary, the cessation of his term, duties and responsibilities as Interim Chief Financial Officer shall not constitute or form the basis of any “Good Reason” hereunder.” 

 

	 	b.	Section 2.2. The following is added to the end of Section 2.2: 


“Notwithstanding the foregoing, during the Interim CFO Period, as well as any subsequent period in the event that Executive is appointed
as the Company’s permanent, full-time Chief Financial Officer, Executive shall be paid an annual base salary of no less than $325,000. If Executive is not appointed as the Company’s permanent, full-time Chief Financial Officer, then his
annual base salary as Chief Accounting Officer following the Interim CFO Period shall be no less than $275,000.” 
  

	 	c.	Section 2.3. The following is added to the end of Section 2.3: 

 “In
addition to Executive’s regular incentive plan bonus (including Executive’s 35% guaranteed bonus with respect to the portion of the 2014 fiscal year that Executive is employed), with respect to the 2014 fiscal year portion of the Interim
CFO Period (the “2014 Interim Period”), Executive shall be eligible to receive an additional bonus of up to 25% of Executive’s pro rated base salary with respect to the 2014 Interim Period (the “Supplemental Interim CFO
Period 







 
Bonus”), which additional Supplemental Interim CFO Period Bonus shall be earned based on the achievement of goals approved by the compensation committee of the Board (which goals have been
delivered to Executive). Further, (i) if the Interim CFO Period extends into the 2015 fiscal year, Executive’s target bonus for the portion of the 2015 fiscal year during which the Interim CFO Period continues shall be 60% of base salary,
and (ii) if Executive is not appointed as the Company’s permanent, full-time Chief Financial Officer, then his target bonus as described in the second sentence of this paragraph shall at such time become 45% of base salary
prospectively.” 
  

	 	d.	Section 2.4. The following is added to the end of Section 2.4: 


“Further, in connection with Executive’s appointment as Interim Chief Financial Officer as of September 27, 2014, Executive
shall receive an additional grant of 6,000 restricted shares of common stock of Parent (vesting annually 25% per year over a 4-year period).” 

2. No Other Amendments. Except as otherwise provided herein, the Agreement shall remain in full force and effect in accordance with its
original terms. 
 [signature page follows] 







 IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first
set forth above. 
  

			
	ORTHOFIX INC.
		
	By:	 	 /s/ Bradley R. Mason

	Name:	 	Bradley R. Mason
	Title:	 	President and Chief Executive Officer
	
	EXECUTIVE
	
	 /s/ Doug Rice

	Doug Rice


  

			
	Agreed and Acknowledged:
	
	ORTHOFIX INTERNATIONAL N.V.
		
	By:	 	 /s/ Bradley R. Mason

	Name: Bradley R. Mason
	Title: President and Chief Executive Officer