ex10_2.htm


    
      

    

    
      EXHIBIT
        10.2

      


      AMENDED
        & RESTATED

      PERFORMANCE
        ACCELERATED

      STOCK
        OPTIONS AGREEMENT

      


      This
        AMENDED & RESTATED PERFORMANCE ACCELERATED STOCK OPTIONS AGREEMENT (this
Agreement”), dated as of the ___ day of November, 2007 by and between
        Orthofix International N.V. (the “Company”) and Mr. Bradley R. Mason (the
“Optionee”).

       

      WITNESSETH:

       

      WHEREAS,
        in connection with the transaction contemplated by the Acquisition Agreement,
        dated as of November 20, 2003 (the “Acquisition Agreement”), among the
        Company, Trevor Acquisition, Inc., a Delaware corporation and an indirect
        wholly
        owned subsidiary of Orthofix, Breg, Inc., a California corporation, and Bradley
        R. Mason, as shareholder’s representative, and the Optionee’s employment with
        the Company, the Company granted the Optionee Options (as defined herein)
        to
        purchase shares of the Company’s common stock, par value U.S. $0.10 per share
        (“Common Stock”), on the terms and conditions set forth in that certain
        Performance Accelerated Stock Options Agreement between the Company and the
        Optionee dated November 20, 2003 (the “Prior Agreement”).

       

      WHEREAS,
        all Options not currently vested will vest as of December 30, 2007, pursuant
        to
        the terms of the Prior Agreement.

       

      WHEREAS,
        in connection with the extension of Optionee’s Employment Agreement through
        December 30, 2008, the Company and the Optionee have agreed to modify the
        provisions relating to the exercise of the Options and desire to amend and
        restate the Prior Agreement in its entirety by executing this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the covenants and agreements set forth herein,
        the parties hereto hereby agree as follows:

       

      SECTION
        1. 
        Definitions.  For
        the purpose of this Agreement, the following terms shall have the meanings
        specified below:

       

      (a)  “Board”
        means the Board of Directors of the Company.

       

      (b)  “Cause”
        means termination of the Optionee’s employment because of any of the following
        events:

       

      (i)  Any
        of
        the events or circumstances under the definition of “Cause” pursuant to the
        Optionee’s employment agreement with the Company, dated November 20, 2003 (as
        amended, the “Employment Agreement”), if such Employment Agreement is in
        effect; or

       

      (ii)  The
        Optionee’s (A) involvement in fraud, misappropriation or embezzlement related to
        the business or property of the Company, (B) conviction for, or guilty plea
        to,
        a felony or crime of similar gravity in the jurisdiction which such conviction
        or guilty plea occurs, or (C) unauthorized disclosure of any trade secrets
        or
        other confidential information relating to the Company’s business and affairs
        (except to the extent such disclosure is required under the applicable
        law).

       

      (c)  “Change
        in Control” means, notwithstanding the terms of any applicable plan or
        arrangement to the contrary, any of the following events:

       

      (i)  Any
        person, as that term is used in Section 13(d) and Section 14(d)(2) of the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”),
        becomes, is discovered to be, or files a report on Schedule 13D or 14D-1
        (or any
        successor schedule, form or report) disclosing that such person is, a beneficial
        owner (as defined in Rule 13d-3 under the Exchange Act or any successor rule
        or
        regulation), directly or indirectly, of securities of the Company representing
        twenty percent (20%) or more of the combined voting power of the Company’s then
        outstanding securities entitled to vote generally in the election of directors
        (unless such person is known by Optionee to be already such beneficial owner
        on
        the date of this Agreement);

       

      
        
          
          

        

        
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      (ii)  Individuals
        who, as of the date of this Agreement, constitute the Board cease for any
        reason
        to constitute at least a majority of the Board, unless any such change is
        approved by a unanimous vote of the members of the Board in office immediately
        prior to such cessation;

       

      (iii)  The
        Company is merged, consolidated or reorganized into, or with another corporation
        or other legal person, or securities of the Company are exchanged for securities
        of another corporation or other legal person, and immediately after such
        merger,
        consolidation, reorganization or exchange less than a majority of the combined
        voting power of the then-outstanding securities of such corporation or person
        immediately after such transaction are held, directly or indirectly, in the
        aggregate by the holders of securities entitled to vote generally in the
        election of directors of the Company immediately prior to such
        transaction;

       

      (iv)  The
        Company, in any transaction or series of related transactions, sells all
        or
        substantially all of its assets to any other corporation or other legal person,
        and less than a majority of the combined voting power of the then outstanding
        securities of such corporation or person immediately after such sale or sales
        are held, directly or indirectly, in the aggregate by the holders of securities
        entitled to vote generally in the election of directors of the Company
        immediately prior to such sale;

       

      (v)  The
        Company and its affiliates shall sell or dispose of (in a single transaction
        or
        series of related transactions) business operations that generated two-thirds
        of
        the consolidated revenues (determined on the basis of the Company’s four (4)
        most recently completed fiscal quarters for which reports have been filed
        under
        the Exchange Act) of the Company and its subsidiaries immediately prior
        thereto;

       

      (vi)  The
        Company 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 in control of the Company has or may have occurred or will or may
        occur
        in the future pursuant to any then existing contract or transaction;
        or

       

      (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
        sentence.

       

      Notwithstanding
        the foregoing provisions, unless otherwise determined in a specific case
        by
        majority vote of the Board, a “Change of Control” shall not be deemed to
        have occurred for purposes of this Agreement solely because:

       

      (i)  The
        acquisition of, or issuance by, Orthofix of its securities; or

       

      (ii)  An
        entity
        in which Orthofix directly or indirectly beneficially owns fifty percent
        (50%)
        or more of the voting securities, or any Orthofix-sponsored employee stock
        ownership plan, or any other employee benefit plan of Orthofix, either files
        or
        becomes obligated to file a report or a proxy statement under or in response
        to
        Schedule 13D, Schedule 14D-1, Form 8K 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) under the Exchange
        Act,
        disclosing beneficial ownership by it of shares of Common Stock of Orthofix,
        or
        because Orthofix reports that a Change in Control of Orthofix has or may
        have
        occurred or will or may occur in the future by reason of such beneficial
        ownership; or

       

      
        
          
          

        

        
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      (iii)  Any
        Orthofix-sponsored employee stock ownership plan, or any other employee benefit
        plan of Orthofix, either files or becomes obligated to file a report or a
        proxy
        statement under or in response to Schedule 13D, Schedule 14D-1, Form 8K 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) under the Exchange Act, disclosing beneficial ownership by it of
        shares
        of Common Stock of Orthofix, or because Orthofix reports that a Change in
        Control of Orthofix has or may have occurred or will or may occur in the
        future
        by reason of such beneficial ownership.

       

      (d)  “Committee”
        means the Compensation Committee of the Board.

       

      (e)  “Expiration
        Date” means the date that is the ten (10) year anniversary of the Grant
        Date.

       

      (f)  “Permanent
        Disability” means termination of the Optionee’s employment because of any of
        the following events:

       

      (i)  Any
        of
        the events or circumstances under the description of “Permanent Disability”
pursuant to the Optionee’s Employment Agreement, if such Employment Agreement is
        in effect; or

       

      (ii)  The
        Optionee’s incapacity resulting from physical or mental illness or disease which
        substantially prevents the Optionee from performing his duties as an employee
        of
        the Company and that has continued at least one hundred and eighty (180)
        days
        and can be reasonably be expected to continue indefinitely.  Any
        dispute as to whether or not the Optionee is disabled within the meaning
        of the
        preceding sentence shall be resolved by a physician selected by the Board
        or the
        Committee.

       

      SECTION
        2.  Grant
        of Options.  Pursuant to the Prior Agreement, the Company granted
        to the Optionee, as of the Grant Date (as defined in the Prior Agreement)
        and
        through the Expiration Date (the “Option Period”), options to purchase
        from the Company one hundred and fifty thousand (150,000) shares of Common
        Stock
        at an exercise price of $38.00 per share (the “Options”).

       

      SECTION
        3.  Exercise
        of Options.  Subject to the terms and conditions set forth in this
        Agreement, the Options shall be subject to the following vesting and
        exercisability requirements:

       

      (a)  Generally.  All
        shares subject to the Options that are not vested as of the date hereof shall
        vest and become fully exercisable on the fourth (4th) anniversary
        of
        the Grant Date and shall be exercisable thereafter until and including the
        Expiration Date, subject to the Optionee’s exercise elections set forth in
        Section 3(b) hereof and any limitations on exercise in effect on the date
        of
        exercise. For the avoidance of doubt, 22,500 Options are vested as of the
        date
        hereof.

       

      (b)  Election
        to Exercise Options.  Notwithstanding any other provision of this
        Agreement to the contrary:

       

      (i)  provided
        the Optionee’s employment with the Company does not terminate on or prior to
        December 31, 2007, the Optionee hereby voluntarily elects (pursuant to Internal
        Revenue Notice 2006-79, Section 3.02) to fix the period that the Optionee
        may
        exercise any Options, to the extent vested, to the period beginning January
        1,
        2009, and ending on December 31, 2009 (the “Exercise
        Period”);

       

      
        
          
          

        

        
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      (ii)  in
        the
        event the Optionee’s employment with the Company terminates (for a reason other
        than death or termination by the Company for Cause) on or prior to December
        31,
        2007, the Optionee elects to exercise the Options with respect to 22,500
        shares
        upon the earlier to occur of the (A) Optionee’s death or (B) the date that is
        six months and one day following the date of the Optionee’s termination of
        employment; provided, however, that the Optionee shall not be
        deemed to have elected such exercise if the exercise price of the Options
        is
        greater than the fair market value of the Common Stock on such
        date;

       

      (iii)  in
        the
        event the Optionee’s employment with the Company terminates on or prior to
        December 31, 2007 as a result of his death, the Optionee elects to exercise
        the
        Options with respect to 22,500 shares upon the date of his death;
provided, however, that the Optionee shall not be deemed to have
        elected such exercise if the exercise price of the Options is greater than
        the
        fair market value of the Common Stock on such date;

       

      (iv)  in
        the
        event the Optionee’s employment with the Company is terminated by the Company
        for Cause on or prior to December 31, 2007, the Options shall lapse and be
        canceled; and

       

      (v)  the
        Optionee further elects that any amounts payable shall be paid in a lump
        sum
        payment upon exercise of any Options pursuant to this Section 3(b).

       

      (c)  Any
        portion of the Options that are not exercised by midnight Eastern Time on
        the
        last day of the Exercise Period shall not be exercisable thereafter and shall
        terminate and be cancelled immediately following such date and time;
provided, however, if the Optionee’s termination of employment
        occurs on or prior to December 31, 2007 for a reason other than termination
        by
        the Company for Cause, then any portion of the Options that are not exercised
        or
        exercisable on the date of the Optionee’s death or, if termination is for a
        reason other than death, on the earlier to occur of the Optionee’s death or the
        date that is six months and one day following the date of the Optionee’s
        termination of employment, shall not be exercisable thereafter and shall
        terminate and be cancelled immediately following the earlier to occur of
        the
        Optionee’s death or the date that is six months and one day following the date
        of the Optionee’s termination of employment.

       

      (d)  Any
        exercise described in Section 3(b) shall be delayed to the extent required
        to
        avoid a violation of federal securities laws or other applicable laws;
provided, however, such exercise shall not be delayed beyond the
        earliest date at which the Company reasonably anticipates that such exercise
        will not cause such violation.  An exercise that would cause inclusion
        in gross income or the application of any penalty provision or other provision
        of the Code is not treated as a violation of applicable law.

       

      (e)  Upon
        the
        death of the Optionee, the executor or administrator of the estate of the
        Optionee or the person or persons to whom the Options shall have been validly
        transferred by the executor or administrator pursuant to will or the laws
        of
        descent and distribution shall have the right to exercise the Options to
        the
        extent that the Optionee was entitled to exercise them on the date of death
        under Section 3(b).

       

      SECTION
        4.  Termination
        of Employment. 

       

      (a)  General.  A
        termination of employment shall be deemed to have occurred if the Optionee
        is no
        longer employed by the Company or any of its subsidiaries for any
        reason.  The Board and the Committee each shall have the discretion to
        determine whether employment has been or could have been terminated for the
        purposes of this Agreement, and the reasons therefore.  Any such
        determination shall be final, binding and conclusive.

       

      
        
          
          

        

        
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      (b)  Change
        in Control.  Upon the occurrence of a Change in Control, the
        Options shall automatically vest in full, provided, however, the
        vested Options shall continue to be subject to the limitations on exercise
        set
        forth in Section 3 hereof and any other limitation on the exercise of the
        Options in effect on the date of exercise.  The vested Options shall
        continue to be exercisable for three months following the Change in Control,
        subject to such limitations.

       

      SECTION
        5.  Methods
        of Exercising Options.

       

      (a)  Notice
        of Exercise.  Subject to the terms and conditions of this
        Agreement, the Options may be exercised by written notice to the Company
        signed
        by the Optionee or a Permitted Transferee and stating the number of shares
        of
        Common Stock in respect of which the Options are being
        exercised.  Such notice shall be accompanied by payment of the full
        exercise price.  The date of exercise of the Options shall be the
        later of (i) the date on which the Company receives the notice of exercise
        or
        (ii) the date on which any requisite conditions are satisfied, including,
        without limitation, the conditions set forth below in Sections 8
        hereof.  Notwithstanding any other provision of this Agreement, the
        Optionee may not exercise the Options and no shares of Common Stock will
        be
        issued by the Company with respect to any attempted exercise when such exercise
        is prohibited by law or any Company policy then in effect.  The
        Options may not be exercised at any one time as to less than one hundred
        (100)
        shares (or such number of shares as to which the Options are then exercisable
        if
        less than one hundred (100)).  In no event shall the Options be
        exercisable for a fractional share.

       

      (b)  Payment.  Prior
        to the issuance of a certificate pursuant to Section 14 hereof evidencing
        the
        shares of Common Stock in respect of which all or a portion of the Options
        shall
        have been exercised, the Optionee shall have paid to the Company the exercise
        price for all shares of Common Stock purchased pursuant to the exercise of
        such
        Options.  Payment may be made by personal check, bank draft or postal
        or express money order (such modes of payment are collectively referred to
        as
“cash”) payable to the order of the Company in U.S.
        dollars.  Payment may also be made in mature shares of Common Stock
        owned by the Optionee, or in any combination of cash or such mature shares
        as
        the Board or the Committee (as the case may be) in their sole discretion
        may
        approve.  The Company may also permit the Optionee to pay for such
        shares of Common Stock by directing the Company to withhold shares of Common
        Stock that would otherwise be received by the Optionee, pursuant to such
        rules
        as the Board or the Committee may establish from time to time.  In the
        discretion of the Board or the Committee, and in accordance with rules and
        procedures established by the Board or the Committee, the Optionee may be
        permitted to make a “cashless” exercise of all or a portion of the
        Options.

       

      SECTION
        6.  Withholding.  The
        Company shall have the right, prior to the delivery of any certificates
        evidencing shares of Common Stock to be issued upon full or partial exercise
        of
        the Options (whether by the Optionee or any Permitted Transferees), to require
        the Optionee to remit to the Company any amount sufficient to satisfy the
        minimum required federal, state or local tax withholding
        requirements.  The Company may permit the Optionee to satisfy, in
        whole or in part, such obligation to remit taxes, by directing the Company
        to
        withhold shares of Common Stock that would otherwise be received by the
        Optionee, pursuant to such rules as the Board or the Committee may establish
        from time to time.  The Company shall also have the right to deduct
        from all cash payments made pursuant to, or in connection with, the Options
        the
        minimum required federal, state or local taxes required to be withheld with
        respect to such payments.

       

      SECTION
        7.  Optionee.  Whenever
        the word “Optionee” is used in any provision of this Agreement under
        circumstances where the provision should logically be construed to apply
        to the
        executors, the administrators, the person or persons to whom the Options
        may be
        transferred by will or by the laws of descent and distribution or Permitted
        Transferees (as defined below in Section 8 hereof), the word “Optionee” shall be
        deemed to include such person or persons.

       

      SECTION
        8.  Non-Transferability.  Unless
        the Board or the Committee determines otherwise on or after the Grant Date,
        no
        Options shall be transferable by the Optionee other than by will or by the
        laws
        of descent and distribution or pursuant to a domestic relations order;
provided, however, that the Board or the Committee may, in their
        discretion and subject to such terms and conditions as they shall specify,
        permit the transfer of the Options for no consideration to the Optionee’s family
        members or to one or more trusts or partnerships established in whole or
        in part
        for the benefit of one or more of such family members (collectively,
“Permitted Transferees”).  Any Options transferred to a
        Permitted Transferee shall be further transferable only by will or the laws
        of
        descent and distribution or, for no consideration, to another Permitted
        Transferee of the Optionee.  The Board or the Committee may in their
        discretion permit transfers of Options other than those contemplated by this
        Section 8.  During the lifetime of the Optionee, the Options shall be
        exercisable only by the Optionee or by a Permitted Transferee to whom such
        Options have been transferred in accordance with this Section 8.  The
        grant of the Options shall impose no obligation on the Optionee to exercise
        the
        Options.

       

      
        
          
          

        

        
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      SECTION
        9.      Shareholder
        Rights.  No shares of Common Stock shall be issued in respect of
        the exercise of the Options until full payment therefor has been
        made.  The holder of the Options shall have no rights as a shareholder
        with respect to any shares of Common Stock covered by the Options until the
        date
        the Optionee or his nominee becomes the holder of record of such
        shares.  Except as otherwise provided herein, no adjustments shall be
        made for dividends or other rights for which the record date is prior to
        the
        date such share certificate is issued.

       

      SECTION
        10.    No
        Restriction on Right to Effect Corporate Changes.  Neither this
        Agreement nor the existence of any Options granted hereunder shall affect
        or
        restrict in any way the right or power of the Company or the shareholders
        of the
        Company to make or authorize any adjustments, recapitalizations, reorganizations
        or other change in the Company’s capital structure or business, any merger or
        consolidation of the Company, any issue of stock or of options, warrants
        or
        rights to purchase stock or bond, debentures, preferred or prior preference
        stocks whose rights are superior to or affect the shares of Common Stock
        or the
        rights thereof or which are convertible into or exchangeable for shares of
        Common Stock, or the dissolution or liquidation of the Company, or any sale
        or
        transfer of all or any part of its assets or business, or any other corporate
        act or proceeding, whether of a similar character or otherwise.

       

      SECTION
        11.    Changes
        in Capitalization.  Notwithstanding any provision of this
        Agreement, the number and kind of shares authorized for issuance under Section
        2
        hereof may be equitably adjusted in the sole discretion of the Board or the
        Committee in the event of a stock split, stock dividend, recapitalization,
        reorganization, merger, consolidation, extraordinary dividend, split-up,
        spin-off, combination, exchange of shares, warrants or rights offering to
        purchase shares of Common Stock at a price substantially below fair market
        value
        or other similar corporate event affecting the shares of Common Stock in
        order
        to preserve, but not increase, the benefits or potential benefits intended
        to be
        made available under this Agreement.  In addition, upon the occurrence
        of any of the foregoing events, the number of outstanding Options and the
        number
        and kind of shares subject to any outstanding Options and the exercise price
        per
        share under any outstanding Options may be equitably adjusted (including
        by
        payment of cash to the Optionee) in the sole discretion of the Board or the
        Committee in order to preserve the benefits or potential benefits intended
        to be
        made available to the Optionee.  Such adjustments shall be made by the
        Board or the Committee, in their sole discretion, whose determination as
        to what
        adjustments shall be made, and the extent thereof, shall be
        final.  Unless otherwise determined by the Board or the Committee,
        such adjusted Options shall be subject to the same restrictions (including,
        without limitations, the limitations on exercise set forth in Section 3 hereof)
        and vesting schedule to which the underlying Options are subject.

       

      SECTION
        12.    No
        Right to Employment.  Neither this Agreement, the grant of Options
        under this Agreement, nor any action taken or omitted to be taken under this
        Agreement shall be deemed to create or confer on the Optionee any right to
        be
        retained in the employ of the Company or any subsidiary or other affiliate
        thereof, or to interfere with or to limit in any way the right of the Company
        or
        any subsidiary or other affiliate thereof to terminate the employment of
        such
        Optionee at any time.

       

      
        
          
          

        

        
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      SECTION
        13.    Compliance
        with Law.  Notwithstanding any of the provisions hereof, the
        Optionee hereby agrees that Optionee will not exercise the Options, and that
        the
        Company will not be obligated to issue or transfer any shares of Common Stock
        to
        the Optionee hereunder, if the exercise hereof or the issuance or transfer
        of
        such shares shall constitute a violation by the Optionee or the Company of
        any
        provision of any law or regulation of any governmental authority.  Any
        determination in this connection by the Board or the Committee (as the case
        may
        be) shall be final, binding and conclusive.  In addition, the Board or
        the Committee (as the case may be) may require the Optionee purchasing shares
        of
        Common Stock pursuant to this Agreement to represent to and agree with the
        Company in writing that such Optionee is purchasing the shares Common Stock
        for
        investment purposes and not with a view to the distribution
        thereof.

       

      SECTION
        14.    Issuance
        of Share Certificates.  As soon as is reasonably practical after
        its receipt of a proper notice of exercise and payment of the exercise price
        for
        the number of shares with respect to which the Options are exercised, the
        Company shall deliver to the Optionee, at the principal office of the Company
        or
        at such other location as may be acceptable to the Company and the Optionee,
        one
        or more stock certificates for the appropriate number of shares of Common
        Stock
        issued in connection with such exercise.  Such shares of Common Stock
        shall be fully paid and nonassessable and shall be issued in the name of
        the
        Optionee.  All certificates for shares of Common Stock delivered under
        this Agreement shall be subject to such stock-transfer orders and other
        restrictions as the Board or the Committee (as the case may be) may deem
        advisable under the rules, regulations, and other requirements of the Securities
        and Exchange Commission, any exchange upon which shares of Common Stock are
        then
        listed, and any applicable securities law, and the Board or the Committee
        (as
        the case may be) may cause a legend or legends to be put on any such
        certificates to make appropriate reference to such restrictions.

       

      SECTION
        15.    Notice.  Every
        notice or other communication relating to this Agreement shall be in writing,
        and shall be mailed to or delivered to the party for whom it is intended
        at such
        address as may from time to time be designated by it in a notice mailed or
        delivered to the other party as herein provided, provided that, unless and
        until
        some other address be so designated, all notices or communications by the
        Optionee to the Company shall be mailed or delivered to the Company at its
        principal executive office, and all notices or communications by the Company
        to
        the Optionee may be given to the Optionee personally or may be mailed to
        Optionee at the Optionee’s last known address, as reflected in the Company’s
        records.

       

      SECTION
        16.    Non-Qualified
        Options.  The Options are not an “incentive stock option” within
        the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
        or
        any successor provision thereto.

       

      SECTION
        17.    Binding
        Effect.  Subject to Section 7 hereof, this Agreement shall be
        binding upon the heirs, executors, administrators and successors of the parties
        hereto.

       

      SECTION
        18.    Determinations;
        Liability.  All determinations by the Board or the Committee (as
        the case may be) in construing and interpreting this Agreement shall be final,
        binding and conclusive for all purposes and upon all persons interested
        herein.  No member of the Board or Committee shall be liable for any
        action or determination made in connection with the operation or interpretation
        of this Agreement and the Company shall indemnify, defend and hold harmless
        each
        such person from any liability arising from or in connection with this
        Agreement, except where such liability results directly from such person’s
        fraud, willful misconduct or failure to act in good faith.  In the
        performance of its responsibilities with respect to this Agreement, the Board
        and the Committee shall be entitled to rely upon information and advice
        furnished by the Company’s officers, the Company’s accountants, the Company’s
        counsel and any other party the Board or the Committee deems necessary, and
        no
        member of the Board or the Committee shall be liable for any action taken
        or not
        taken in reliance upon any such advice.

       

      
        
          
          

        

        
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      SECTION
        19.    Amendments.  The
        Board and the Committee each shall have the power to alter or amend the terms
        of
        the Options as set forth herein from time to time, and any alteration or
        amendment of the terms of the Options by the Board or the Committee shall,
        upon
        adoption, become and be binding on all persons affected thereby without
        requirement for consent or other action with respect thereto by any such
        person,
provided, however, that no amendment or modification shall
        materially and adversely alter or impair the rights of the Optionee in the
        Options granted pursuant to this Agreement without the consent of the holder
        thereof.  The Committee shall give written notice to the Optionee of
        any such alteration or amendment as promptly as practicable after the adoption
        thereof.  The foregoing shall not restrict the ability of the Optionee
        and the Company by mutual consent to alter or amend the terms of the Options
        in
        any manner approved by the Board or the Committee.

       

      SECTION
        20.    Governing
        Law.  This Agreement shall be construed and interpreted in
        accordance with the laws of the State of New York.

       

      SECTION
        21.    Counterparts.  This
        Agreement may be signed in counterparts, each of which shall be an original,
        with the same effect as if the signatures thereto and hereto were upon the
        same
        instrument.

       

      SECTION
        22.   
Code
        Section 409A.  This Agreement and the Options are intended to
        comply with Section 409A of the Internal Revenue Code of 1986, as
        amended.  Notwithstanding any provision of this Agreement to the
        contrary, this Agreement shall be interpreted and construed consistent with
        this
        intent.  Notwithstanding the foregoing, the Company shall not be
        required to assume any increased economic burden.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first above written.

       

      
        	 	
                ORTHOFIX
                  INTERNATIONAL N.V.

              
	 	 
	 	 
	 	 
	 	
                /s/
                  Alan W. Milinazzo

              	 
	 	By:
                Alan W. Milinazzo
	 	
                Title:
                  Chief Executive Officer

              
	 	
                 

              
	 	 
	 	/s/
                Bradley R. Mason	 
	 	
                BRADLEY
                  R. MASON

              


      

      


       

    

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