ex10_1.htm


    
      
Exhibit 10.1
 

    
      AMENDED
AND RESTATED

      ORTHOFIX
DEFERRED

      COMPENSATION
PLAN

      


      Effective
January 1, 2009

      


       

      ARTICLE
I

       

      PURPOSE
AND EFFECTIVE DATE

       

      1.1.           Purpose.  This
plan, which was originally established effective January 1, 2007, and which is
hereby amended and restated effective January 1, 2009, is intended to allow a
select group of key management or other highly compensated employees and
directors of the Company to defer the receipt of compensation that would
otherwise be payable to them. The terms of this Plan are intended to, and shall
be interpreted and applied so as to, comply in all respects with the provisions
of Code Sections 409A and 457A and regulations, rulings and guidance
thereunder.

       

      1.2.           Effective
Date.  This amended and restated Plan shall be effective as of
January 1, 2009.

       

       

      ARTICLE
II

       

      Definitions

       

                 For
ease of reference, the following definitions will be used in the
Plan:

      


      2.1.           Account.  “Account”
means the account maintained on the books of the Company used solely to
calculate the amount payable to each Participant who defers Compensation under
this Plan and shall not constitute or be treated as a separate fund of
assets.  One or more Accounts or sub-accounts may be maintained under
the Plan with respect to any Participant or Former Participant, including an
Account or sub-account to separately reflect deferrals of Ineligible
Compensation made prior to the Effective Date or to separately reflect deferrals
of Compensation made prior to the Effective Date.

       

      2.2.           Beneficiary.  “Beneficiary”
means the person, persons or entity designated in writing by the Participant to
receive payments under this Plan in the event of the Participant’s death as
provided in Article VII.

       

      2.3.           Board.  “Board”
means the board of directors of the Company.

       

      2.4.           Bonus Deferral
Commitment.  “Bonus Deferral Commitment” means that portion of
bonus Compensation, or other incentive Compensation as may be designated by the
Plan Administrator from time-to-time as eligible for deferral hereunder, for
which a Participant has made an election to defer receipt pursuant to Article
IV. 

       

      
        
           


        

        
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      2.5.           Change in
Control.  “Change in Control” means a change in the ownership
or effective control of the Parent Company, the Company and/or any Subsidiary,
or in the ownership of a substantial portion of the assets of the Parent
Company, the Company and/or any Subsidiary, as described under Code Section 409A
or any regulations or other guidance issued thereunder; provided, however, that
a Change in Control of any such entity shall only be taken into account with
respect to a particular Participant if such Participant performed services for
the entity experiencing the Change in Control at the time of such Change in
Control.

       

      2.6.           Code.  “Code”
means the Internal Revenue Code of 1986, as amended (and any regulations
thereunder).

       

      2.7.           Company.  “Company”
means Orthofix Holdings, Inc., a Delaware corporation, or any successor
thereto.

       

      2.8.           Compensation.  “Compensation”
means compensation for services performed, as may be designated by the Plan
Administrator from time-to-time as eligible for deferral.  This
includes a Participant’s (i) base salary as in effect from time to time during a
Plan Year, and (ii) bonuses earned during a Plan Year.  Compensation
also includes all fees payable to Directors, including the retainer for service
as a Director, any fee paid to the Director for service on any committee, and
meeting fees.  In no event shall any of the following items be treated
as Compensation hereunder:  (i) payments from this Plan or any other
nonqualified deferred compensation plan; (ii) any form of non-cash compensation
or benefits, including short and long term disability payments, group life
insurance premiums, income from the exercise of nonqualified stock options, from
the disqualifying disposition of incentive stock options, or realized upon
vesting of restricted stock or the delivery of shares in respect of restricted
stock units (or other similar items of income related to equity compensation
grants or exercises); (iii) expense reimbursements; (iv) severance payments; or
(vii) any other payments or benefits other than normal Compensation as
determined by the Plan Administrator in its sole discretion.

       

      2.9.           Compensation
Deferral.  “Compensation Deferral” means that portion of
Compensation as to which a Participant has made an annual irrevocable election
to defer receipt pursuant to Article IV.  A Participant’s Compensation
Deferral may consist of a Salary Deferral Commitment, a Bonus Deferral
Commitment, a Director’s Fees Deferral Commitment, or a combination or other
commitment as may be designated by the Plan Administrator from time-to-time, as
applicable to the Participant.

       

      2.10.         Director.  “Director”
means any non-employee member of the Board or the board of directors of the
Parent Company or any Subsidiary.

       

      2.11.         Director’s Fees Deferral
Commitment.  “Director’s Fees Deferral Commitment” means that
portion of a Director’s Compensation for which a Participant has made an
election to defer receipt pursuant to Article IV.  As of the Effective
Date, Director’s Fees Deferral Commitments are not permitted or allowed under
the Plan for Compensation earned on or after January 1, 2009.

       

      2.12.         Disability.  “Disability”
means (i) with respect to a Participant that is an employee, that a Participant
has been determined to be disabled for purposes of receiving a benefit under the
Company’s insured long-term disability plan, provided that the definition of
“disability” applied under such disability insurance plan complies with the
requirements of Code Section 409A and the regulations and other guidance issued
thereunder, (ii) with respect to a Participant that is a Director, that a
Participant has been determined to be disabled for purposes of receiving a
benefit under the disability insurance provisions of the Social Security
Act.

       

      
        
           


        

        
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      2.13.         Elective Deferral
Account.  “Elective Deferral Account” means the Account or
Accounts maintained in accordance with Section 5.2 with respect to any elective
Compensation Deferrals made under this Plan.  A Participant’s Elective
Deferral Account shall be utilized solely as a device for the determination and
measurement of the amounts to be paid to the Participant pursuant to this Plan
and shall not constitute or be treated as a separate fund of
assets.  One or more Elective Deferral Accounts or sub-accounts may be
maintained under the Plan with respect to any Participant or Former Participant,
including an Elective Deferral Account or sub-account to separately reflect
deferrals of Ineligible Compensation made prior to the Effective Date or to
separately reflect deferrals of Compensation made prior to the Effective
Date.

       

      2.14.         Former
Participant.  “Former Participant” means any Director or
employee who does not satisfy the eligibility requirements set forth in Article
III on or after the Effective Date, but who has an Elective Deferral
Account under the Plan for Compensation deferrals made prior to the Effective
Date.  An employee Participant who performs services for the Parent
Company as well as for the Company or any Subsidiary shall be considered a
Former Participant solely with respect to such employee Participant’s Elective
Deferral Account, or sub-account or portion thereof, if any, attributable to
deferrals of Ineligible Compensation made prior to the Effective
Date.  A Former Participant shall be considered a Participant under
the Plan until the balance of his or her Elective Deferral Account is
distributed, except that a Former Participant shall not be eligible to make
Compensation deferrals with respect to Ineligible Compensation after the
Effective Date.

       

      2.15.         Ineligible
Compensation.  “Ineligible Compensation” means compensation
relating to services performed for the benefit or on behalf of the Parent
Company as determined by the Plan Administrator in its sole discretion
regardless of whether the cost of such compensation is actually borne by the
Parent Company.  To the extent any Participant performs such services for
the Parent Company as well as for the Company or any Subsidiaries, the
determination of what portion of such compensation shall be considered
Ineligible Compensation will also be made by the Plan Administrator in its sole
discretion.

       

      2.16.         Measurement
Funds.  “Measurement Funds” means one or more of the
independently established funds or indices that are identified by the Plan
Administrator.  These Measurement Funds are used solely to calculate
the earnings that are credited to each Participant’s Account(s) in accordance
with Article V below, and do not represent any beneficial interest on the part
of the Participant in any asset or other property of the Company, the Parent
Company or any Subsidiary.  The determination of the increase or
decrease in the performance of each Measurement Fund shall be made by the Plan
Administrator in its reasonable discretion.  Measurement Funds may be
replaced, new funds may be added, or both, from time to time in the discretion
of the Plan Administrator.

       

      
        
           


        

        
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      2.17.         Orthofix.  “Orthofix”
means Orthofix, Inc., a Minnesota corporation, or any successor
thereto.

       

      2.18.         Parent Company. 
“Parent Company” means Orthofix International N.V., a corporation organized
under the laws of Netherlands Antilles.

       

      2.19.         Participant.   “Participant”
means any employee or Director who satisfies the eligibility requirements set
forth in Article III.  In the event of the death or incompetency of a
Participant, the term means his or her Beneficiary, personal representative or
guardian.

       

      2.20.         Participation
Agreement.  “Participation Agreement” means the authorization
form that an eligible employee or Director files with the Plan Administrator to
elect a Compensation Deferral under the Plan for a Plan Year.

       

      2.21.         Plan.  “Plan”
means this Plan, entitled the Orthofix Deferred Compensation Plan, as amended
from time to time.

       

      2.22.         Plan
Administrator.  “Plan Administrator” means the board of
directors of Orthofix, or a person or committee appointed by the board of
directors of Orthofix to administer this Plan pursuant to Article
VIII.

       

      2.23.         Plan
Year.  “Plan Year” means the twelve (12) month period beginning
on each January 1 and ending on the following December
31.  

       

      2.24.         Retirement.  “Retirement”
means a Separation from Service with the Parent Company, the Company or any
Subsidiary after attaining age fifty-five (55).

       

      2.25.         Salary Deferral
Commitment.  “Salary Deferral Commitment” means that portion of
salary Compensation for which a Participant has made an election to defer
receipt pursuant to Article IV.

       

      2.26.         Separation from
Service.  “Separation from Service” means a termination of
employment with the Company, the Parent Company or any Subsidiary that
constitutes a “separation from service” under Code Section 409A and the
regulations and guidance issued thereunder.

       

      2.27.         Subsidiary. “Subsidiary” means any
subsidiary or affiliate of the Company or the Parent Company, or any subsidiary
or affiliate of such subsidiary or affiliate, that has been approved by the
Company for participation in this Plan and which has taken appropriate action to
become an adopting employer of this Plan.

       

      2.28.         Unforeseeable
Emergency.  “Unforeseeable
Emergency” means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, the Participant’s spouse, or a
dependent (as defined in Code Section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.

       

      
        
           


        

        
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      2.29.         U.S.
Taxpayer.  “U.S. Taxpayer” means any individual who is subject
to any internal revenue tax of the United States.

       

       

      ARTICLE
III

       

      Eligibility
and Participation

       

      3.1.           Eligibility.  An
employee of the Parent Company, Company and/or any Subsidiary shall be eligible
to participate in this Plan if the employee is a management or highly
compensated employee and is named by the Board or its designee to be a
Participant in this Plan.  An individual shall remain a Participant
until that individual has received full payment of all amounts credited to the
Participant’s Account.  Prior to the Effective Date, Directors were
eligible to participate in the Plan; however, notwithstanding any other
provision of this Plan to the contrary, effective as of the Effective Date, no
Director shall be eligible to defer Compensation hereunder, and no
employee who is a
U.S. Taxpayer who performs services for the Parent Company (and receives
Ineligible Compensation) shall be eligible to defer such Ineligible
Compensation.  To the extent any such Director previously participated
in this Plan, the provisions of Section 6.14 regarding Former Participants shall
apply.  With respect to any employee Participant who made Compensation
Deferrals with respect to Ineligible Compensation prior to the Effective Date,
the provisions of Section 6.14 regarding Former Participants shall apply to such
employee Participant’s Elective Deferral Account, or portion thereof,
attributable to such deferrals of Ineligible Compensation made prior to the
Effective Date but shall not apply to his or her Elective Deferral Account, or
portion thereof, attributable to deferrals of Compensation (other than
Ineligible Compensation).

       

      3.2.           Participation.  An
eligible employee may elect to enter into a Salary Deferral Commitment with
respect to any Plan Year by submitting a Participation Agreement to the Plan
Administrator by December 31 (or such earlier date established by the Plan
Administrator) of the calendar year immediately preceding the Plan
Year.  An eligible employee may elect to enter into a Bonus Deferral
Commitment with respect to bonus Compensation earned during any Plan Year by
submitting a Participation Agreement to the Plan Administrator by December 31
(or such earlier date established by the Plan Administrator) of the calendar
year immediately preceding the Plan Year.  With respect to any bonus
Compensation that satisfies the definition of “performance based compensation”
for purposes of Code Section 409A, an eligible employee may elect to enter into
a Bonus Deferral Commitment by submitting a Participation Agreement to the Plan
Administrator no later than six (6) months prior to the end of the period in
which the performance-based Compensation that is the subject of the Bonus
Deferral Commitment is earned (or such earlier date established by the Plan
Administrator).  Any Participation Agreement shall only be effective
if entered into in a manner consistent with the provisions of Code Section
409A.  

       

      3.3.           Partial Year
Participation.  If an employee
first becomes eligible to participate during a calendar year, the employee must
submit a Participation Agreement to the Plan Administrator no later than thirty
(30) days following the date the employee becomes eligible to participate in the
Plan.  Such Participation Agreement shall be effective only with
respect to Compensation earned for services to be performed subsequent to the
election and deferred in a manner consistent with the provisions of Code Section
409A.

       

      
        
           


        

        
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      ARTICLE
IV

       

      Elective
Deferrals

       

      4.1.           Amount of Deferral
Election.  A Participant may elect a Compensation Deferral in
the Participation Agreement as follows:

       

      (a)           Salary Deferral
Commitment.  A Salary Deferral Commitment shall be related to
the salary payable by the Company to the Participant for services performed
during the Plan Year. The amount to be deferred shall be stated as a percentage
of the salary to be earned during the Plan Year, as a flat dollar amount from
any salary earned during the Plan Year, or in such other form as allowed by the
Plan Administrator.

       

      (b)           Bonus Deferral
Commitment.  The amount to be deferred shall be stated as a
percentage of any bonus earned during the Plan Year, as a flat dollar amount
from any bonus earned during the Plan Year, or in such other form as allowed by
the Plan Administrator.

       

      (c)           Director’s Fees Deferral
Commitment.  The amount to be deferred shall be stated as a
percentage of any fees earned during the Plan Year, as a flat dollar amount from
any fees earned during the Plan Year, or in such other form as allowed by the
Plan Administrator.  As of the Effective Date, deferral of Director’s
Fees earned on or after January 1, 2009, is not permitted or allowed under the
Plan.

       

      4.2.           Deferral
Limits.  The following limitations shall apply to Compensation
Deferrals:

       

      (a)           Minimum.  The
minimum deferral amount for a Salary or Bonus Deferral Commitment shall be two
thousand dollars ($2,000) per Plan Year.  If the Compensation Deferral
is a Bonus Deferral Commitment, the $2,000 minimum shall be calculated as a
percentage of targeted incentive bonus.

       

      (b)           Maximum.  The
maximum deferral amount for a Salary Deferral Commitment shall be eighty percent
(80%).  The maximum deferral amount for a Bonus Deferral Commitment
shall be one hundred percent (100%) of any such bonus to be earned during the
Plan Year.  Notwithstanding the foregoing provisions of this Section
4.2(b), the maximum deferral amount for a Salary or Bonus Deferral Commitment
for Compensation earned during 2009 is fifty percent (50%).

       

      (c)           Changes in Minimum or
Maximum.  The Plan Administrator may amend the Plan to change
the minimum or maximum deferral amounts from time to time by giving written
notice to all Participants.  No such change may affect a Compensation
Deferral made prior to the Plan Administrator’s action unless otherwise required
by law.

       

      4.3.           Treatment under Qualified
Plan.  Amounts
deferred under this Plan will not constitute compensation for any
Company-sponsored qualified retirement plan.

       

      
        
           


        

        
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      4.4.           Period of
Commitment.  A Participant’s Participation Agreement as to a
Compensation Deferral shall remain in effect only for the immediately succeeding
Plan Year (or the remainder of the current year, as applicable).  As
of December 31 of the calendar year during which an election is made (or as of
the end of the 30 day enrollment period for a newly eligible employee), the
Participation Agreement shall be irrevocable for the succeeding Plan Year (or
portion thereof, with respect to a newly eligible
employee).  Notwithstanding the above, the Participation Agreement
shall be terminated if a distribution is made to a Participant as a result of an
Unforeseeable Emergency pursuant to Section 6.8 or if such termination is
required for the Participant to be able to obtain a hardship distribution under
a qualified plan with a qualified cash or deferred arrangement under Code
Section 401(k).  Any resumption of the Participant’s deferrals under
this Plan shall be made only at the election of the Participant in accordance
with Article III herein.

       

      4.5.           Change of
Status.  If a Participant no longer meets the eligibility
criteria set forth in Section 3.1, the Participant’s most recent Compensation
Deferral shall terminate with respect to Compensation earned after the effective
date of such determination, and the employee or Director shall thereafter be
prohibited from making Compensation Deferrals unless and until he or she meets
the eligibility criteria in the future. 

       

       

      ARTICLE
V

       

      Participant
Accounts

       

      5.1.           Establishment of
Accounts.  For record keeping purposes only, an Account shall
be maintained for each Participant to reflect his or her Elective Deferral
Account.  Separate sub-accounts, as may be allowed from time-to-time
in the sole discretion of the Plan Administrator, shall be maintained to the
extent necessary to properly reflect the Participant’s election of Measurement
Funds and distribution elections.

       

      5.2.           Crediting Compensation
Deferrals to Elective Deferral Account.   The Plan
Administrator shall credit Compensation Deferrals to the Participant’s Elective
Deferral Account as soon as practicable after the date on which such
Compensation would otherwise have been paid, in accordance with the
Participant’s election.  Any withholding of taxes or other amounts
which is required by federal, state, or local law with respect to Compensation
Deferrals shall be withheld from the Participant’s non-deferred Compensation to
the maximum extent possible with any excess reducing the amount
deferred.

       

      5.3.           Earnings (or Losses) on
Account.  Participants must designate, on a Participation
Agreement or by such other means as may be established by the Plan
Administrator, the portion of the contributions to their Account that shall be
allocated among the various Measurement Funds.  If a Participant fails
to designate any Measurement Funds, contributions to a Participant’s Account
shall be allocated to one or more default Measurement Funds as determined by the
Plan Administrator in its sole discretion and Participant shall be deemed, for
all purposes of the Plan, to have designated such default Measurement
Funds.  A Participant’s Account shall be credited with all deemed
earnings (or losses) generated by the Measurement Funds, as designated by the
Participant, on each business day for the sole purpose of determining the amount
of earnings to be credited or debited to such Account as if the designated
balance of the Account had been invested in the applicable Measurement
Fund.  Notwithstanding that the rates of return credited to
Participant’s Account are based upon the actual performance of the corresponding
Measurement Funds, the Company shall not be obligated to invest any amount
credited to a Participant’s Account under this Plan in such Measurement Funds or
in any other investment funds.  Upon notice to the Plan Administrator
in the manner it prescribes, a Participant may reallocate, on a daily basis, the
Funds to which his or her Account is deemed to be allocated.  Changes
made while the New York Stock Exchange is open will be effective at the end of
the day on which the change was made.  Changes made when the New York
Stock Exchange is closed will be effective at the end of the next day on which
the New York Stock Exchange is open.

       

      
        
           


        

        
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      5.4.           Valuation of
Account.  The value of a Participant’s Account as of any date
shall equal the amounts theretofore credited to such Account, including any
earnings (positive or negative) deemed to be earned on such Account in
accordance with Section 5.3, less any payments made to the Participant or the
Participant’s Beneficiary pursuant to this Plan, and any forfeitures or Plan
expenses allocated to the Participant’s Account by the Plan Administrator, in
its sole discretion. 

       

      5.5.           Vesting of
Accounts.    Participants shall be one-hundred
percent vested in their Elective Deferral Accounts at all times. 

       

      5.6.           Statement of
Account.  The Plan Administrator shall provide or make
available to each Participant (including electronically), not less frequently
than annually, a statement in such form as the Plan Administrator deems
desirable setting forth the balance of his or her Account.

       

      5.7.           Payments from
Account.  Any payment made to or on behalf of a Participant
from his or her Account in an amount which is less than the entire balance of
his or her Account shall be made pro rata from each of the Measurement Funds to
which such Account is then allocated.  

       

       

      ARTICLE
VI

       

      Payments
to Participants

       

      6.1.           Distributions.  It
is intended that distributions under this Plan be made in accordance with the
requirements of Code Section 409A. For purposes of applying the provisions of
Code Section 409A, each separately identified amount to which the Participant is
entitled shall be treated as a separate payment.

       

      6.2.           Specified Time or Fixed
Schedule.  A Participant may elect in his or her initial
Participation Agreement to receive his or her Account, or a sub-account thereof
(as may be provided by the Plan Administrator from time-to-time), in a single
lump sum payment as of the date specified in the Participation Agreement or in
annual installments, over a one, three, five or ten year period, beginning as of
the year specified in the Participation Agreement; provided, however, that no
Participant or Former Participant may elect a payment date or an installment
payment schedule that extends beyond December 31, 2017 with respect to his or
her Elective Deferral Account, or sub-account or portion thereof, attributable
to Compensation deferrals of Ineligible Compensation made prior to the Effective
Date.  Any lump sum payment shall be made under this Plan on the date
specified by the Participant or within 90 days thereafter.  Any
installment payment to be made under this Plan shall be made during January of
the year specified in the Participation Agreement.  Such election
shall be made in a manner that satisfies Code Section 409A with regard to the
timing of participant elections.  Notwithstanding the foregoing, if
the Participant has a Separation from Service for any reason other than the
Participant’s Disability or death before the scheduled payment date for a lump
sum or one or more installment payments, such payment shall instead be made, or
shall commence, as set forth in Sections 6.3 and 6.5.  If the
Participant experiences a Disability or dies before the scheduled payment date
for a lump sum or one or more installment payments, such payment shall instead
be made, or shall continue, as set forth in Sections 6.6 and 6.7.

       

      
        
           


        

        
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      6.3.           Separation from
Service.  Upon a Participant’s Separation from Service with the
Company, including termination of service as a Director, for any reason except
Disability, Change in Control or death, the Participant shall receive payment of
the Participant’s Account in the form and manner set forth in Section
6.5.  Benefits payable in a lump sum and the first installment of any
benefits payable in installments shall be paid in January of the year following
the year in which Participant’s Separation from Service date
occurs.  Future annual installment benefits shall be paid annually in
January of each subsequent year.  

       

      6.4.           Change in
Control.  Notwithstanding any other provision of this Plan to
the contrary, upon a Change in Control,  the Participant shall receive
payment of the Participant’s Elective Deferral Account in the form and manner
set forth in Section 6.5.  Benefits payable in a lump sum and the
first installment of any benefits payable in installments shall be paid as of
the effective date of the Change in Control.  Future annual
installment benefits shall be paid annually in January of each subsequent
year.  

       

      6.5.           Form of
Payment.  Subject to the requirements of Code Section 409A,
benefits payable under Sections 6.3 and 6.4 shall be payable in the following
form:

       

      (a)           Separation from Service
Prior to Retirement.  Benefits payable as a result of
Separation from Service prior to Retirement shall be paid in a lump sum,
regardless of whether the Participant has a different election on file with the
Plan Administrator.

       

      (b)           Separation from Service Due
to Retirement or Following a Change in Control.  Benefits
payable as a result of Separation from Service due to Retirement or following a
Change in Control shall be paid in the form elected by the Participant in his or
her Participation Agreement.  Options for form of payment shall
include:

       

      (i)           
A single lump sum payment, or

       

      (ii)           Substantially
equal annual installments over a one, three, five, or ten year
period.  The Participant’s Account shall continue to accrue
earnings (or losses) as measured by the Measurement Funds during the payment
period on the unpaid balance in the Participant’s Accounts.

       

      Notwithstanding
anything to the contrary in this Section 6.5, no Participant or Former
Participant may elect a payment date or an installment payment schedule that
extends beyond December 31, 2017 with respect to his or her Elective Deferral
Account, or sub-account or portion thereof, attributable to Compensation
deferrals of Ineligible Compensation made prior to the Effective
Date.

       

      
        
           


        

        
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      6.6.           Disability.  Upon
the Disability of a Participant, the Participant shall be paid the balance in
his or her Account in the form of a lump sum payment, with such payment to be
made within 90 days after the Participant’s Disability has been
determined.

       

      6.7.           Death.  

       

      (a)           Upon
the death of a Participant prior to Separation from Service, the Company shall
pay to the Participant’s Beneficiary the balance in his or her Account in the
form of a lump sum payment, with such payment to be made within 90 days after
the Participant’s death.

       

      (b)           Upon
the death of a Participant after benefit payments have commenced, the
Participant’s Beneficiary shall receive the remaining unpaid balance in the
Participant’s Accounts in the same manner as the Participant was being paid
prior to the Participant’s death.

       

      6.8.           Unforeseeable
Emergency.  Upon a finding that a Participant has suffered an
Unforeseeable Emergency as defined under Section 2.28 of the Plan, the Plan
Administrator may, in its sole discretion, make distributions from the
Participant’s Elective Deferral Account.  A Participant requesting a
distribution as a result of an Unforeseeable Emergency shall apply in writing to
the Plan Administrator and shall provide such additional information as the Plan
Administrator may require.  The amount of the withdrawal shall be
limited to the amount reasonably necessary to satisfy such emergency plus
amounts necessary to pay taxes reasonably anticipated to result from the
distribution, after taking into account the extent to which such hardship is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the participant’s assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship).  Upon
requesting a distribution due to an Unforeseeable Emergency, the Participant
shall be required to change the investment direction of the Participant’s
Accounts to the money market fund.  Immediately following a
distribution due to an Unforeseeable Emergency, or the determination by the Plan
Administrator not to authorize the distribution, the Participant may change the
investment direction pursuant to Section 5.3.  If a distribution is
made due to an Unforeseeable Emergency in accordance with this Section 6.8, the
Participant’s deferrals under this Plan shall cease in their
entirety.  Any resumption of the Participant’s deferrals under this
Plan shall be made only at the election of the Participant in accordance with
Article III herein.

       

      6.9.           Change in
Election.  A Participant may change the payment date and/or the
form of an existing payment election made under Section 6.2 for a Plan Year by
filing a new payment election, in the form specified by the Plan Administrator,
at least twelve (12) months prior to the original payment date (in the case of
installment payments, the date of the first scheduled installment payment),
provided that such new election delays the payment year by at least five (5)
years from the original payment year.  In no event shall the new
payment election take effect until at least twelve (12) months after the date on
which the election is made.  Notwithstanding the preceding, a
Participant may make a “19C Election” on or before December 31, 2008, to change
the payment date and/or the form of an existing payment election made under
Section 6.2 for a Plan Year by filing a new payment election, in the form
specified by the Plan Administrator, pursuant to transitional relief under Code
Section 409A, including but not limited to Notice 2007-86.  A
Participant may not change the payment date or form of payment with respect to
any Accounts, or sub-accounts as the case may be, payable at Separation from
Service due to Retirement, once elected.

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      6.10.         Valuation of
Payments.  Any lump sum benefit owed under this Article VI
shall be payable in an amount equal to the value of the Participant’s Account
(or relevant portion thereof) as of  January 1 in the year in which
payment is to be made.  The first annual installment payment in a
series of installment payments shall be equal to (a) the value of the
Participant’s Account (or relevant portion thereof) as of January 1 in the year
in which payment is to be commenced, divided by (b) the number of installment
payments elected by the Participant.  The remaining installments shall
be paid in an amount equal to the value of such Accounts (or relevant portion
thereof) as of January 1 in the year in which each payment is to be made,
divided by the number of remaining unpaid installment payments.

       

      6.11.         Delay of Payment for
Specified Employees.  Notwithstanding any provision of this
Plan to the contrary, in the case of any Participant who is a “specified
employee” under Code Section 409A, no distribution under this Plan may be made,
or may commence, before the date which is six months and one day after the date
of such Participant’s Separation from Service.  The foregoing sentence
shall not apply in the case of a distribution made in connection with the
Disability or death of a Participant or upon the occurrence of a Change in
Control.

       

      6.12.         Withholding
Taxes.  The Company may make such provisions and take such
action as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation of any governmental
authority, whether federal, state or local, to withhold in connection with any
benefits under the Plan, including, but not limited to, the withholding of
appropriate sums from any amount otherwise payable to the Participant (or his or
her Beneficiary).  Each Participant, however, shall be responsible for
the payment of all individual tax liabilities relating to any such
benefits.

       

      6.13.         Effect of
Payment.  The full payment of the applicable benefit under this
Article VI shall completely discharge all obligations on the part of the Company
to the Participant (and each Beneficiary) with respect to the operation of this
Plan, and the Participant’s (and Beneficiary’s) rights under this Plan shall
terminate.

       

      6.14.         Former
Participants.  Notwithstanding any other provisions of the Plan
to the contrary, Former Participants shall not be allowed or permitted to make
deferrals of Ineligible Compensation under the Plan on or after the Effective
Date unless and until the Company or the Plan Administrator determines
otherwise.  Further, to the extent any Former Participant has an
Account, or sub-account or portion thereof, under the Plan that is attributable
to deferrals of Ineligible Compensation made prior to the Effective Date, such
Account, or sub-account or portion thereof, shall be distributed to such Former
Participant as of the earlier of (a) (i) December 31, 2017, payable in a single
lump sum, or (ii) the specified date or the installment schedule elected under
Section 6.2, whichever of clause (i) or (ii) results in earlier payment of the
entire Account balance, or (b) pursuant to Article VI (other than Section
6.2).

       

      
        
           


        

        
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      6.15.         Prohibition on Acceleration
of Payments.  The time or
schedule of any payment or amount scheduled to be paid pursuant to the terms of
the Plan may not be accelerated except as otherwise permitted under Code Section
409A and the guidance and Treasury regulations issued thereunder.

       

       

      ARTICLE
VII

       

      Beneficiary
Designation

      


      7.1.           Beneficiary
Designation.  Subject to Section 7.3, each Participant shall
have the right, at any time, to designate one (1) or more persons or an entity
as Beneficiary (both primary as well as contingent) to whom benefits under this
Plan shall be paid in the event of such Participant’s death prior to complete
distribution of the Participant’s Accounts. Each Beneficiary designation shall
be in a written form prescribed by the Plan Administrator and shall be effective
only when filed with the Plan Administrator during the Participant’s
lifetime.

       

      7.2.           Changing
Beneficiary.  Subject to Section 7.3, any Beneficiary
designation may be changed by a Participant without the consent of the
previously named Beneficiary by the filing of a new Beneficiary designation with
the Plan Administrator. The filing of a new properly completed Beneficiary
designation shall cancel all Beneficiary designations previously
filed.

       

      7.3.           Community
Property.  If the Participant resides in a community property
state, any Beneficiary designation shall be valid or effective only as permitted
under applicable law.

       

      7.4.           No Beneficiary
Designation.  If any Participant fails to designate a
Beneficiary in the manner provided in Section 7.1,  if the Beneficiary
designation is void under Section 7.3, or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete distribution
of the Participant’s Accounts, the Participant’s Beneficiary shall be the person
in the first of the following classes in which there is a survivor:

       

      (a)           The
Participant’s spouse;

       

      (b)           The
Participant’s children in equal shares, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue shall
take, by right of representation, the share the parent would have taken if
living; or

       

      (c)           The
Participant’s estate.

       

       

      ARTICLE
VIII

       

      Administration

       

      8.1.           Plan
Administrator.  The Plan Administrator shall be the board of
directors of Orthofix, or a person or committee appointed by the board of
directors of Orthofix to administer the Plan.  The Plan Administrator
shall have full discretionary power and authority to interpret the Plan, to
prescribe, amend and rescind any rules, forms and procedures as it deems
necessary or appropriate for the proper administration of the Plan and to make
any other determinations, including factual determinations, and take such other
actions as it deems necessary or advisable in carrying out its duties under the
Plan.  

       

      
        
           


        

        
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      8.2.           Agents.  The
Plan Administrator may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit, and may, from time to time, consult
with counsel who may be counsel to Orthofix.  

       

      8.3.           Binding Effect of
Decisions.  All decisions and determinations by the Plan
Administrator shall be final, conclusive and binding on the Parent Company, the
Company, any Subsidiary, Participants, Beneficiaries and any other persons
having or claiming an interest hereunder.

       

      8.4.           Indemnification of Plan
Administrator.  The Company shall indemnify and hold the Plan
Administrator harmless against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to this Plan
due to the Plan Administrator’s service as such, except in the case of gross
negligence or willful misconduct by the Plan Administrator or as expressly
provided by statute. 

       

       

      ARTICLE
IX

       

      Claims
Procedures

       

      9.1.           Claim.  A
Participant who believes that he or she is being denied a benefit to which he or
she is entitled under the Plan may file a written request for such benefit with
the Plan Administrator, setting forth his or her claim for
benefits.

       

      9.2.           Claim
Decision.  The Plan Administrator shall reply to any claim
filed under Section 9.1 within 90 days of receipt, unless it determines to
extend such reply period for an additional 90 days for reasonable
cause.  If the claim is denied in whole or in part, such reply shall
include a written explanation, using language calculated to be understood by the
Participant, setting forth:

       

      (a)           the
specific reason or reasons for such denial;

       

      (b)           the
specific reference to relevant provisions of this Plan on which such denial is
based;

       

      (c)           a
description of any additional material or information necessary for the
Participant to perfect his or her claim and an explanation why such material or
such information is necessary;

       

      (d)           appropriate
information as to the steps to be taken if the Participant wishes to submit the
claim for review;

       

      (e)           the
time limits for requesting a review under Section 9.3 and for review under
Section 9.4 hereof; and

       

      
        
           


        

        
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      (f)          
 the Participant’s right to bring an action for benefits under Section 502
of ERISA.

       

      9.3.           Request for
Review.  Within 60 days after the receipt by the Participant of
the written explanation described above, the Participant may request in writing
that the Plan Administrator review its determination.  The Participant
or his or her duly authorized representative may, but need not, review the
relevant documents and submit issues and comment in writing for consideration by
the Plan Administrator.  If the Participant does not request a review
of the initial determination within such 60-day period, the Participant shall be
barred and estopped from challenging the determination.

       

      9.4.           Review of
Decision.  After considering all materials presented by the
Participant, the Plan Administrator will render a written decision, setting
forth the specific reasons for the decision and containing specific references
to the relevant provisions of this Plan on which the decision is
based.  The decision on review shall normally be made within 60 days
after the Plan Administrator’s receipt of the Participant’s claim or
request.  If an extension of time is required for a hearing or other
special circumstances, the Participant shall be notified and the time limit
shall be 120 days.  The decision shall be in writing and shall state
the reasons and the relevant Plan provisions and the Participant’s right to
bring an action for benefits under Section 502 of ERISA.  All
decisions on review shall be final and shall bind all parties
concerned.

       

       

      ARTICLE
X

       

      Miscellaneous

       

      10.1.         Unfunded
Plan.  This Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of
“management or highly compensation employees” within the meaning of Sections
201, 301, and 401 of the Employee Retirement Income Security act of 1974, as
amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and no further
benefits shall be paid hereunder if it is determined by a court of competent
jurisdiction or by an opinion of counsel that the Plan constitutes an employee
pension benefit plan within the meaning of Section 3(2) of ERISA which is not so
exempt.

       

      10.2.         Unsecured General
Creditor.  Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest or
claims in any property or assets of the Parent Company, the Company, or any
Subsidiary nor shall they be beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts, or the proceeds
therefrom owned or which may be acquired by the Parent Company, the Company or
any Subsidiary.  Except as may be provided in Section 10.3, such
policies, annuity contracts or other assets of the Parent Company, the Company
or any Subsidiary shall not be held under any trust for the benefit of
Participants, their Beneficiaries, heirs, successors or assigns, or held in any
way as collateral security for the fulfilling of the obligations of the Parent
Company, the Company or any Subsidiary under this Plan. Any and all of the
Parent Company, the Company or any Subsidiary’s assets and policies shall be,
and remain, the general, unpledged, unrestricted assets of the Parent Company,
the Company or the Subsidiary.  The Parent Company, the Company or any
Subsidiary’s obligation under the Plan shall be that of an unfunded and
unsecured promise to pay money in the future. 

       

      
        
           


        

        
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      10.3.         Trust
Fund.  Each adopting employer shall be responsible for the
payment of all benefits provided under the Plan.  At its discretion,
an adopting employer or the Company, acting on behalf of all adopting employers,
may establish one or more grantor trusts, with such trustees as the Board may
approve, for the purpose of providing for the payment of such
benefits.  Such trust or trusts may be irrevocable, but the assets
thereof shall be subject to the claims of the adopting employer’s or the
Company’s creditors, as the case may be.  To the extent any benefits
provided under the Plan are actually paid from any such trust, the adopting
employer and/or the Company shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, the adopting employer or the
Company.

       

      10.4.         Protective
Provisions.  Each Participant and Beneficiary shall cooperate
with the Plan Administrator by furnishing any and all information requested by
the Plan Administrator in order to facilitate the payment of benefits
hereunder.  If a Participant or Beneficiary refuses to cooperate with
the Plan Administrator, the Company shall have no further obligation to the
Participant or Beneficiary under the Plan, other than payment of the
then-current balance of the Participant’s Account in accordance with prior
elections.

       

      10.5.         Inability to Locate
Participant or Beneficiary.  If the Plan Administrator is
unable to locate a Participant or Beneficiary within two years following the
date the Participant was to commence receiving payment, the entire amount
allocated to the Participant’s Account shall be forfeited.  If, after
such forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings from the date payment
was to commence pursuant to Article VI.

       

      10.6.         No Contract of
Employment.  Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor the
payment of any benefits shall be construed as giving any Participant or any
person whosoever, the right to be retained in the service of the Parent Company,
the Company and/or any Subsidiary, and all Participants and other employees
shall remain subject to discharge to the same extent as if the Plan had never
been adopted.

       

      10.7.         No Limitation on Company
Actions.  Nothing contained in the Plan shall be construed to
prevent the Parent Company, the Company and/or any Subsidiary from taking any
action which is deemed by it to be appropriate or in its best
interest.  No Participant, Beneficiary, or other person shall have any
claim against the Parent Company, the Company and/or any Subsidiary as a result
of such action.

       

      10.8.         Obligations to
Company.  If a Participant becomes entitled to a payment of
benefits under the Plan, and if at such time the Participant has out-standing
any debt, obligation, or other liability representing an amount owing to the
Parent Company, the Company and/or any Subsidiary, then the Parent Company, the
Company and/or any Subsidiary may offset such amount owed to it against the
amount of benefits otherwise distributable.  Such determination shall
be made by the Plan Administrator in its sole discretion.

       

      
        
           


        

        
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      10.9.         No Liability for Action or
Omission.  Neither the Parent Company, the Company, any
Subsidiary nor any Director, officer or employee of the Parent Company, the
Company and/or any Subsidiary shall be responsible or liable in any manner to
any Participant, Beneficiary or any person claiming through them for any benefit
or action taken or omitted in connection with the granting of benefits, the
continuation of benefits, or the interpretation and administration of this Plan.
In addition, no action taken or omitted pursuant to Section 10.17 shall subject
the Parent Company, the Company or any Subsidiary to any responsibility or
liability in any manner, and none of the Parent Company, the Company or any
Subsidiary shall have any obligation to indemnify or otherwise protect any
Participant, Beneficiary or any person claiming through them from the obligation
to pay any taxes, interest or penalties pursuant to Code Section 409A or
457A.

       

      10.10.       Nonalienation of
Benefits. Except as otherwise specifically provided herein, all
amounts payable hereunder shall be paid only to the person or persons designated
by the Plan and not to any other person or corporation.  No part of a
Participant’s Account shall be liable for the debts, contracts, or engagements
of any Participant, his or her Beneficiary, or successors in interest, nor shall
such accounts of a Participant be subject to execution by levy, attachment, or
garnishment or by any other legal or equitable proceeding, nor shall any such
person have any right to alienate, anticipate, commute, pledge, encumber, or
assign any benefits or payments hereunder in any manner
whatsoever.  If any Participant, Beneficiary or successor in interest
is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge any payment from the Plan, voluntarily or
involuntarily, the Plan Administrator, in its discretion, may cancel such
payment (or any part thereof) to or for the benefit of such Participant,
Beneficiary or successor in interest in such manner as the Plan Administrator
shall direct.  Notwithstanding the foregoing, all or a portion of a
Participant’s Account may be awarded to an “alternate payee” (within the meaning
of Section 206(d)(3)(K) of ERISA) if and to the extent so provided in a
judgment, decree or order that, in the Plan Administrator’s sole discretion,
would meet the applicable requirements for qualification as a “qualified
domestic relations order” (within the meaning of Section 206(d)(3)(B)(i) of
ERISA) if the Plan were subject to the provisions of Section 206(d) of
ERISA.  

       

      10.11.       Liability for Benefit
Payments.  The obligation to pay or provide for payment of a
benefit hereunder to any Participant or his or her Beneficiary shall, at all
times, be the sole and exclusive liability and responsibility of the adopting
employer of the particular Participant. 

       

      10.12.      Governing Law.  This
Plan shall be construed in accordance with and governed by the laws of the State
of Texas to the extent not superseded by federal law, without reference to the
principles of conflict of laws.

       

      10.13.       Severability of
Provisions.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.

       

      10.14.       Headings and
Captions.  The headings and captions herein are provided for
reference and convenience only, shall not be considered part of the Plan, and
shall not be employed in the construction of the Plan.

       

      
        
           


        

        
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      10.15.       Gender, Singular and
Plural.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, as the identity of the
person or persons may require.  As the context may require, the
singular may read as the plural and the plural as the singular.

       

      10.16.      
Notice.  Any
notice or filing required or permitted to be given to the Plan Administrator
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the Plan Administrator, c/o Orthofix, Inc.,
1720 Bray Central Drive, McKinney, Texas 75069 or to such other person or entity
as the Plan Administrator may designate from time to time.  Any notice
required or permitted to be given to the Participant under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail, to the Participant at his or her address as on file with the Parent
Company, the Company or any Subsidiary, as the case may be.  Any such
notices shall be deemed given as of the date of delivery, or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

       

      10.17.       Amendment and
Termination.  The Plan may be amended, suspended, or terminated
at any time by the Company or by the Plan Administrator in its sole discretion;
provided, however, that no such amendment, suspension or termination shall
result in any reduction in the value of a Participant’s Accounts determined as
of the effective date of such amendment.  In addition, the Plan,
and/or the terms of any election made hereunder, may be amended at any time and
in any respect by the Company or by the Plan Administrator if and to the extent
recommended by counsel in order to comply with Section 409A or Section 457A, or
otherwise avoid the imposition of any additional tax under Code Sections 409A or
457A, in a manner that preserves the original intent of the Plan to the
extent reasonably possible.  In the event of any suspension or
termination of the Plan, payment of Participants’ Accounts shall be made under
and in accordance with the terms of the Plan and the applicable elections
(except that the Plan Administrator may determine, in its sole discretion, to
accelerate payments to all Participants if and to the extent that such
acceleration is permitted under Code Section 409A and 457A and regulations,
rulings and guidelines thereunder).

       

       

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                  ORTHOFIX
      HOLDINGS, INC.

                
	 
      	 	 
      
	
                  By:

                	 	
                  /s/
      Raymond C. Kolls

                
	 
      	 	 
      
	
                  Title:

                	 	
                  Secretary

                
	 
      	 	 
      
	
                  Date:

                	 	
                  December
      31, 2008