ex10_13.htm


    
      

    

    
      Exhibit 10.13

      


      INDEMNITY
AGREEMENT

      


      THIS
INDEMNITY AGREEMENT (this “Agreement”) is made
and entered into as of this ____ day of ___________, 2008, by and between
ORTHOFIX INTERNATIONAL N.V., a Netherlands Antilles corporation (the “Company”), and the
undersigned indemnitee (“Indemnitee”).

      


      W
I T N E S S E T H:

      


      WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company;

       

      WHEREAS,
the Company’s Articles of Association provides for indemnification of the
directors and officers of the Company, and the Company’s Articles of Association
expressly provide that the indemnification provisions set forth therein are not
exclusive and thereby contemplate that contracts may be entered into between the
Company and directors, officers and other persons with respect to
indemnification;

       

      WHEREAS,
the Company and Indemnitee recognize that the vagaries of public policy and the
interpretation of sometimes ambiguous statutes, regulations and court opinions
are too uncertain to provide the Company’s directors and officers with adequate
or reliable advance knowledge or guidance with respect to the legal risks and
potential liabilities to which they may become personally exposed as a result of
performing their duties for the Company or by reason of their status as a
director or officer of the Company;

      


      WHEREAS,
the Company and Indemnitee further recognize the continued difficulty in
obtaining liability insurance for the Company’s directors and officers and the
significant and continual increases in the cost of such insurance and the
general trend of insurance companies to reduce the scope of coverage of such
insurance;

       

      WHEREAS,
the Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors and officers to expensive
litigation risks at the same time as the availability and scope of coverage of
liability insurance provide increasing challenges for the Company;

       

      WHEREAS,
Indemnitee may not regard the protection currently provided by applicable law,
the Company’s governing documents and available insurance as adequate under the
present circumstances, and Indemnitee and certain other directors and officers
of  the Company might not be willing to continue to serve in such
capacities without additional protection;

       

      WHEREAS,
in entering into this Agreement both the Company and Indemnitee represent and
agree, to the best of their knowledge, that at present there is no pending or
threatened litigation or proceeding involving Indemnitee or any other director
or officer of the Company, where indemnification under this Agreement would be
required or permitted or which may result in a claim for indemnification
hereunder;


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

       

      WHEREAS,
the Company desires to have Indemnitee serve or continue to serve as a director
or officer of the Company or an Affiliate (as defined below), free from undue
concern for unpredictable, inappropriate or unreasonable legal risks and
personal liabilities by reason of performing his or her duty to the Company or
his or her status as a director or officer; and Indemnitee desires to serve or
continue to serve in such capacity; and

      


      WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification
provided in the Company’s Articles of Association and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.

      


      NOW,
THEREFORE, in consideration of the premises, mutual covenants and agreements of
the parties contained herein and the mutual benefits to be derived from this
Agreement, the parties hereto covenant and agree as follows:

      


      1.            
Certain
Definitions. The following terms as used in this Agreement shall be
defined as follows:

      


      (a)           “Action(s)” shall
include, without limitation, any threatened, pending or completed action, claim,
litigation, suit, arbitration, alternative dispute mechanism, investigation,
inquiry, administrative hearing or other proceeding, whether civil, criminal,
administrative, arbitrative or investigative, predicated on any applicable law
of any jurisdiction, including, without limitation, applicable Netherlands
Antilles law, the U.S. Securities Act of 1933, as amended, and/or the U.S.
Securities Exchange Act of 1934, as amended (including, as to both, any similar
successor rules or regulations), and/or their respective state counterparts
and/or any rule or regulation promulgated thereunder, whether a Derivative
Action and/or whether formal or informal.

      


      (b)           “Affiliate” shall
include, without limitation, any corporation, partnership, joint venture,
employee benefit plan, trust, or other similar enterprise that directly or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Company.

      


      (c)           “Authority” shall mean
the panel of arbitrators or independent legal counsel selected under Section
6.

      


      (d)           “Board” shall mean the
entire then serving Board of Directors of the Company.

      


      (e)           “Breach of Duty” shall
mean Indemnitee breached or failed to perform his or her duties to the Company
or an Affiliate, as the case may be, and Indemnitee’s breach of or failure to
perform those duties constituted:

      


      (i)            
a breach of his or her “duty of loyalty” (as defined herein) to the Company or
its shareholders;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (ii)           
acts or omissions not in “good faith” (as further defined herein) or which
involve intentional misconduct or a knowing violation of the law;
or

      


      (iii)           a
transaction from which Indemnitee derived an improper direct personal financial
profit (unless such profit is determined to be immaterial in light of all the
circumstances).

      


      In
determining whether Indemnitee has acted or omitted to act otherwise than in
“good faith,”
as such term is used herein, the Authority, or the court, shall determine solely
whether Indemnitee: (i) in the case of conduct in his or her “official capacity”
(as defined herein) with the Company, believed, in the exercise of his or her
business judgment, that his or her conduct was in the best interests of the
Company; and (ii) in all other cases, reasonably believed that his or her
conduct was at least not opposed to the best interests of the
Company.  Notwithstanding any other provision of this Agreement,
Indemnitee’s conduct with respect to an employee benefit plan or trust sponsored
by or otherwise associated with the Company and/or an Affiliate for a purpose he
or she reasonably believes to be in the interests of the participants in and
beneficiaries of such plan is conduct that does not constitute a Breach of
Duty.

      


      (f)           
“Derivative
Action” shall mean any Action brought by or in the right of the Company
and/or an Affiliate.

      


      (g)           “Disinterested Quorum”
shall mean a quorum of the Board who are not parties in interest to the subject
Action or any related Action.

      


      (h)           Breach
of the “duty of
loyalty” shall mean a breach of fiduciary duty by an Executive which
constitutes a willful failure to deal fairly with the Company or its
shareholders in connection with a transaction in which the Executive has a
material undisclosed personal conflict of interest.

      


      (i)            “Executive(s)” shall
mean any individual who is, was or has agreed to become a director and/or
officer of the Company and/or an Affiliate.

      


      (j)           
“Expenses”
shall include, without limitation, any and all reasonable expenses, fees, costs,
charges, attorneys’ fees and disbursements, other out-of-pocket costs,
reasonable compensation for time spent by Indemnitee in connection with the
Action for which he or she is not otherwise compensated by the Company, any
Affiliate, any third party or other entity and any and all other reasonable
direct and indirect costs of any type or nature whatsoever.

      


      (k)          
“Liabilities”
shall include, without limitation, judgments, amounts incurred in settlement,
fines, penalties and, with respect to any employee benefit plan, any excise tax
or penalty incurred in connection therewith, all Expenses and any and all other
reasonable liabilities of every type or nature whatsoever incurred in connection
with the subject Action.


      
        
           


        

        
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      (l)          
 “Official
capacity” shall mean the office of director or officer in the Company
and/or an Affiliate, membership on any committee of directors, any other offices
in the Company and/or an Affiliate held by an Executive and any other employment
or agency relationship between the Executive and the Company and/or an
Affiliate. Without limiting the generality of the foregoing, the provision of
legal advice to the Company and/or an Affiliate, the Board, or the officers,
employees and agents of the Company and/or an Affiliate by an Executive whose
duties include legal counsel shall be deemed to be within such Executive’s
“official capacity.”

      


      2.           
Agreement to
Serve. Indemnitee agrees to serve or to continue to serve the Company or
an Affiliate, as an Executive; provided, however, that nothing contained in this
Agreement shall create a contract of employment between the Company and
Indemnitee and the termination of Indemnitee’s relationship with the Company by
either party hereto shall not be restricted by this Agreement.

      


      3.            
General. The
Company shall indemnify Indemnitee, to the fullest extent permitted by law,
against any and all Liabilities which Indemnitee may incur as a result of being
made or threatened to be made a party to any Action by reason of the fact that
Indemnitee, or his or her testator or intestate, is or was a director or officer
of the Company or serves or served any other enterprise as a director or officer
at the request of the Company or any predecessor of the Company. The remaining
specific provisions of this Agreement are in furtherance, and not in derogation
or limitation of, the generality of the foregoing.

      


      4.            
Mandatory
Indemnification.

      


      (a)           Mandatory Indemnification
when Successful on Merits or Otherwise.  With respect to any
Action to which Indemnitee has been made or threatened to be made a party by
reason of his or her status as an Executive, and/or as to acts performed in the
course of Indemnitee’s duties to the Company and/or an Affiliate, to the extent
Indemnitee has been successful on the merits or otherwise, including, without
limitation, the settlement, dismissal, abandonment or withdrawal of any such
Action where Indemnitee does not pay, incur or assume any material Liabilities,
he or she shall be indemnified by the Company against all Liabilities incurred
by him or her or on his or her behalf in connection therewith. The Company shall
pay or reimburse such Liabilities to Indemnitee, or to such other person or
entity as Indemnitee may designate in writing to the Company, within 10 days
after the receipt of Indemnitee’s written request therefor, without regard to
the provisions of Section 6. In the
event the Company refuses or fails to pay or reimburse such requested
Liabilities, Indemnitee may petition a court to order the Company to make such
payment pursuant to Section
7.

      


      (b)           Mandatory Indemnification in
Other Situations. In all cases other than those set forth in Section 4(a) hereof,
and subject to the conditions and limitations set forth hereinafter in this
Agreement, the Company shall indemnify and hold harmless Indemnitee in any
circumstances in which he or she is or was a party, or is threatened to be made
a party, to any Action by reason of his or her status as an Executive, and/or as
to acts performed in the course of Indemnitee’s duties to the Company and/or an
Affiliate, against Liabilities incurred by or on behalf of Indemnitee in
connection with any Action, including, without limitation, in connection with
the investigation, defense, settlement or appeal of any Action; provided, that
it is not determined by the Authority, or by a court, pursuant to Section 6 that
Indemnitee engaged in misconduct which constitutes a Breach of
Duty.


      
        
           


        

        
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      (c)           Restrictions on
Indemnification. Notwithstanding any other provision contained in this
Agreement to the contrary, the Company shall not:

      


      (i)           indemnify
against Liabilities (or advance Expenses) to Indemnitee with respect to any
Action initiated or brought voluntarily by Indemnitee and not by way of defense,
except with respect to Actions:

      


      (1)           brought
to establish or enforce a right to indemnification against Liabilities (or an
advance of Expenses) under Section 7, or under
any applicable statute or law;

      


      (2)           initiated
or brought voluntarily by Indemnitee to the extent Indemnitee is successful on
the merits or otherwise in connection with such an Action; or

      


      (3)           as
to which the Board determines it be appropriate.

      


      (ii)           indemnify
Indemnitee against judgments, fines or penalties incurred in a Derivative Action
if Indemnitee is finally adjudged liable to the Company by a court (unless the
court before which such Derivative Action was brought determines that Indemnitee
is fairly and reasonably entitled to indemnity for any or all of such judgments,
fines or penalties);

      


      (iii)           subject
to Section 14,
indemnify Indemnitee for any payment that has actually been made to or on behalf
of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or
other indemnity provision (to which excess Indemnitee is entitled pursuant to
this Agreement);

      


      (iv)           indemnify
Indemnitee for an accounting of profits made from the purchase and sale (or sale
and purchase) by Indemnitee of securities of the Company within the meaning of
Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, or any
similar successor rule or regulation or similar provisions of state statutory
law or common law; or

      


      (v)           indemnify
Indemnitee for any amounts paid in settlement of any Action effected without the
Company’s written consent.

      


      (d)           Settlement of Action.
The Company shall not settle any Action in any manner which would impose any
Liabilities or other type of limitation on Indemnitee without Indemnitee’s
written consent. Neither the Company nor Indemnitee shall unreasonably withhold
their consent to any such proposed settlement.


      
        
           


        

        
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      5.            
Advance for
Expenses. The Company shall from time to time pay to or reimburse
Indemnitee, or such other person or entity as Indemnitee may designate in
writing to the Company, Expenses incurred by or on behalf of Indemnitee in
connection with any Action in advance of the final disposition or conclusion of
any such Action within 10 days after the receipt of Indemnitee’s written request
therefor; provided, that Indemnitee furnishes to the Company an executed written
certificate affirming his or her good faith belief that he or she has not
engaged in misconduct which constitutes a Breach of Duty or otherwise renders
indemnification impermissible under applicable law and agrees in writing to
repay any advances made under this Section 5 if it is
ultimately determined that he or she is not entitled to be indemnified by the
Company for such Expenses pursuant to this Agreement.  Advances shall
be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement.

      


      6.            
Determination of Right
to Indemnification.

      


      (a)           Payment. Except as
otherwise set forth in this Section 6 or in Section 4(c), any
indemnification to be provided to Indemnitee by the Company under Section 4(b) upon the
final disposition or conclusion of any Action, unless otherwise ordered by a
court, shall be paid or reimbursed by the Company to Indemnitee, or such other
person or entity as Indemnitee may designate in writing to the Company, within
60 days after the receipt of Indemnitee’s written request therefor. Such request
shall include an accounting of all Liabilities for which indemnification is
being sought. No further corporate authorization for such payment shall be
required other than this Section
6(a).

      


      (b)           Restrictions on
Payment. Notwithstanding the foregoing or any other provision contained
in this Agreement to the contrary, the payment of such requested indemnifiable
Liabilities pursuant to Section 4(b) may be
denied by the Company if:

      


      (i)            a
Disinterested Quorum, by a majority vote thereof, determines that Indemnitee has
engaged in misconduct which constitutes a Breach of Duty; or

      


      (ii)           a
Disinterested Quorum cannot be obtained.

      


      (c)           Authorization of Authority
to Determine Right to Indemnification. In the event of nonpayment
pursuant to either subsection of Section 6(b), the
Board shall immediately authorize and direct, by resolution, that an independent
determination be made as to whether Indemnitee has engaged in misconduct which
constitutes a Breach of Duty and, therefore, whether indemnification of
Indemnitee is proper pursuant to this Agreement. If the Board does not authorize
an Authority to determine Indemnitee’s right to indemnification hereunder within
such 60-day period and/or if indemnification of the requested amount of
Liabilities is paid by the Company, then it shall be conclusively presumed for
all purposes that a Disinterested Quorum has affirmatively determined that
Indemnitee did not engage in misconduct constituting a Breach of Duty and, if
not already so paid, indemnification by the Company of the requested amount of
Liabilities shall be paid to Indemnitee immediately.


      
        
           


        

        
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      (d)           Choice of Authority.
Such independent determination shall be made, at the option of Indemnitee, by:
(i) a panel of three arbitrators as set forth below in Section 6(f); (ii) an
independent legal counsel mutually selected by Indemnitee and a Disinterested
Quorum (or by the Board if a Disinterested Quorum cannot be obtained) by a
majority vote thereof; or (iii) a court in accordance with Section
7.

      


      (e)           Rebuttable Presumption and
Burden of Proof. In any such determination there shall exist a rebuttable
presumption that Indemnitee has not engaged in misconduct which constitutes a
Breach of Duty and is, therefore, entitled to indemnification hereunder. The
burden of rebutting such presumption by clear and convincing evidence shall be
on the Company or on such other party challenging the payment of such
indemnification.  The knowledge and/or actions, or failure to act, of
any other director, officer, agent or employee of the Company shall not be
imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.

      


      (f)           Arbitration Panel. If
Indemnitee chooses for a matter hereunder to be heard by a panel of arbitrators
as provided in clause (i) of Section 6(d), then
Indemnitee shall specify in writing his or her choice of the following bodies,
rules and venues:

      


      (i)           
Arbitration by a panel of the American Arbitration Association in accordance
with its Commercial Arbitration Rules, sitting in New York, New York or
Charlotte, North Carolina; or

      


      (ii)           Arbitration
by a panel of the International Centre for Dispute Resolution in accordance with
its International Arbitration Rules, sitting in London, England or Amsterdam,
the Netherlands.

      


      One of
such arbitrators shall be selected by a Disinterested Quorum (or by the Board if
a Disinterested Quorum is not obtainable) by a majority vote thereof, the second
by Indemnitee and the third by the two previously selected
arbitrators.

      


      (g)           Decision of
Authority. To the extent practicable, the Authority shall make its
independent determination hereunder within 60 days of being selected and shall
simultaneously submit a written opinion of its conclusions to both the Company
and Indemnitee.

      


      (h)           Payment in Accordance with
Determination by Authority. If the Authority determines that Indemnitee
is entitled to be indemnified for any Liabilities pursuant to this Agreement,
the Company shall pay such Liabilities to Indemnitee, including interest on such
amounts as provided in Section 9(c), or to
such other person or entity as the Executive may designate in writing to the
Company, within 10 days of receipt of such opinion.

      


      (i)           
Expenses Associated
with Indemnification Process. The Expenses associated with the
indemnification process set forth in this Section 6, including,
without limitation, the Expenses of the Authority selected hereunder, shall be
paid by the Company.


      
        
           


        

        
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      7.            
Court-Ordered
Indemnification and Advance for Expenses.

      


      (a)           Court-Ordered
Indemnification. Indemnitee may, either before or within two years after
a determination, if any, has been made by the Authority, petition the court
before which such Action was brought or any other court of competent
jurisdiction to independently determine whether or not he or she has engaged in
misconduct which constitutes a Breach of Duty and is, therefore, entitled to
indemnification under the provisions of this Agreement. Such court shall
thereupon have the exclusive authority to make such determination unless and
until such court dismisses or otherwise terminates such proceeding without
having made such determination. Indemnitee may petition a court under this Section 7 either to
seek an initial determination as authorized by Section 6(d) or to
seek review of a previous determination by the Authority.

      


      (b)           Rebuttable Presumption and
Burden of Proof. The court shall make its independent determination
irrespective of any prior determination made by the Authority; provided,
however, that there shall exist a rebuttable presumption that Indemnitee has not
engaged in misconduct which constitutes a Breach of Duty and is, therefore,
entitled to indemnification hereunder. The burden of rebutting such presumption
by clear and convincing evidence shall be on the Company or such other party
challenging the payment of indemnification.  The knowledge and/or
actions, or failure to act, of any other director, officer, agent or employee of
the Company shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.

      


      (c)           Court-Ordered
Indemnification Despite a Breach of Duty by Indemnitee. In the event the
court determines that Indemnitee has engaged in misconduct which constitutes a
Breach of Duty, the court may nonetheless order indemnification to be paid by
the Company if it determines that Indemnitee is otherwise fairly and reasonably
entitled to such indemnification in view of all of the circumstances of such
Action.

      


      (d)           Court-Ordered Advance
Expenses and Payment of Liabilities. In the event the Company does not:
(i) advance Expenses to Indemnitee within 10 days of Indemnitee’s compliance
with Section 5;
or (ii) indemnify Indemnitee with respect to requested Liabilities under Section 4(a) within
10 days of Indemnitee’s written request therefor, Indemnitee may petition the
court before which such Action was brought, if any, or any other court of
competent jurisdiction to order the Company to pay such Expenses or Liabilities
immediately. Such court, after giving any notice it considers necessary, shall
order the Company to immediately pay such Expenses or Liabilities if it
determines that Indemnitee has complied with the applicable provisions of Section 5 or Section 4(a), as the
case may be.

      


      (e)           Payment of Court-Ordered
Indemnification and Advance Expenses. If the court determines pursuant to
this Section 7
that Indemnitee is entitled to be indemnified for any Liabilities, or to the
advance of Expenses, unless otherwise ordered by such court, the Company shall
pay such Liabilities or Expenses to Indemnitee, including interest thereon as
provided in Section
9(c), or to such other person or entity as Indemnitee may designate in
writing to the Company, within 10 days of the rendering of such
determination.


      
        
           


        

        
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      (f)           Expenses Incurred by
Indemnitee in Connection with Judicial Determination. Indemnitee shall
pay all Expenses incurred by Indemnitee in connection with the judicial
determination provided in this Section 7, unless it
shall ultimately be determined by the court that he or she is entitled, in whole
or in part, to be indemnified by, or to receive an advance from, the Company as
authorized by this Agreement. All Expenses incurred by Indemnitee in connection
with any subsequent appeal of the judicial determination provided for in this
Section 7 shall
be paid by Indemnitee regardless of the disposition of such appeal.

      


      8.          
 Termination of
Action is Nonconclusive. The adverse termination of any Action against
Indemnitee by judgment, order, settlement, conviction, or upon a plea of no
contest or its equivalent, shall not, of itself, create a presumption that
Indemnitee has engaged in misconduct which constitutes a Breach of
Duty.

      


      9.            
Partial
Indemnification; Reasonableness; Interest.

      


      (a)           Partial
Indemnification. If it is determined by the Authority, or by a court,
that Indemnitee is entitled to indemnification against Liabilities incurred as
to some claims, issues or matters, but not as to other claims, issues or
matters, involved in any Action, the Authority, or the court, shall authorize
the proration and payment by the Company of such Liabilities with respect to
which indemnification is sought by Indemnitee, among such claims, issues or
matters as the Authority, or the court, shall deem appropriate in light of all
of the circumstances of such Action.

      


      (b)           Unreasonable
Expenses. If it is determined by the Authority, or by a court, that
certain Expenses incurred by or on behalf of Indemnitee are for whatever reason
unreasonable in type or amount, the Authority, or the court, may nonetheless
authorize indemnification to be paid by the Company to Indemnitee for such
Expenses as the Authority, or the court, shall deem reasonable in light of all
of the circumstances of such Action.

      


      (c)           Interest. Interest
shall be paid by the Company to Indemnitee at a reasonable interest rate as
determined by the Authority, or by a court, upon amounts for which the Company
indemnifies, or which the Company advances to, Indemnitee, if not paid or
advanced timely as provided herein.

      


      10.           Severability. If any
provision of this Agreement shall be deemed invalid or inoperative, or if a
court of competent jurisdiction determines that any of the provisions of this
Agreement contravene public policy, this Agreement shall be construed so that
the remaining provisions shall not be affected, but shall remain in full force
and effect, and any such provisions which are invalid or inoperative or which
contravene public policy shall be deemed, without further action or deed by or
on behalf of the Company, to be modified, amended and/or limited, but only to
the extent necessary to render the same valid and enforceable, and the Company
shall indemnify and hold harmless Indemnitee against Liabilities incurred with
respect to any Action to the fullest extent permitted by any applicable
provision of this Agreement that shall not have been invalidated and to the
fullest extent otherwise permitted by applicable law; it being understood that
the intention of the Company is to provide Indemnitee with the maximum
protection against personal liability available under applicable
law.


      
        
           


        

        
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      11.           Nonexclusivity. The
right to indemnification against Liabilities and advancement of Expenses
provided to Indemnitee by this Agreement shall not be deemed exclusive of any
other rights to indemnification against Liabilities and advancement of Expenses
to which Indemnitee may be entitled under any charter provision, written
agreement, resolution, vote of shareholders or disinterested directors of the
Company or otherwise, both as to acts in his or her official capacity as
Executive or other employee or agent of the Company and/or of an Affiliate or as
to acts in any other capacity while holding such office or position, whether or
not the Company would have the power to indemnify against Liabilities or advance
Expenses to Indemnitee under this Agreement or under applicable law; provided
that it is not determined that Indemnitee, in any such capacity, has engaged in
misconduct which constitutes a Breach of Duty.  Notwithstanding any
other provision contained in this Agreement to the contrary, the Company’s
obligation to indemnify against Liabilities or advance Expenses hereunder to
Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification against Liabilities or
advancement of Expenses from such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.

      


      12.           Notice to the Company;
Defense of Action.

      


      (a)           Notice to the
Company. Indemnitee shall promptly notify the Company in writing upon
being served with or having actual knowledge of any citation, summons,
complaint, indictment or any other similar document relating to any Action which
may result in a claim of indemnification against Liabilities or advancement of
Expenses hereunder, but the omission to so notify the Company will not relieve
the Company from any liability which it may have to Indemnitee otherwise than
under this Agreement unless the Company shall have been irreparably prejudiced
by such omission.

      


      (b)           Right of Company to
Participate in Action. With respect to any such Action as to which
Indemnitee notifies the Company of the commencement thereof:

      


      (i)           The
Company shall be entitled to participate therein at its own expense;
and

      


      (ii)           Except
as otherwise provided below, to the extent that it may wish, the Company (or any
other indemnifying party, including any insurance carrier, similarly notified by
the Company or Indemnitee) shall be entitled to assume the defense thereof, with
counsel selected by the Company (or such other indemnifying party) and
reasonably satisfactory to Indemnitee.

      


      (c)           Participation by Company in
Action. After notice from the Company (or such other indemnifying party)
to Indemnitee of its election to assume the defense of an Action, the Company
shall not be liable to Indemnitee under this Agreement for any Expenses or other
Liabilities subsequently incurred by Indemnitee in connection with the defense
thereof other than reasonable costs of investigation or as otherwise provided
below. Indemnitee shall have the right to employ his or her own counsel in such
Action but the Expenses of such counsel incurred after notice from the Company
(or such other indemnifying party) of its assumption of the defense thereof
shall be at the expense of Indemnitee unless: (i) the employment of counsel by
Indemnitee has been authorized by the Company (or such other indemnifying
party); (ii) Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company (or such other indemnifying party) and
Indemnitee in the conduct of the defense of such Action; or (iii) the Company
(or such other indemnifying party) shall not in fact have employed counsel
reasonably satisfactory to Indemnitee to assume the defense of such Action, in
each of which cases the Expenses of counsel shall be at the expense of the
Company. The Company shall not be entitled to assume the defense of any
Derivative Action or any Action as to which Indemnitee shall have made the
conclusion provided for in clause (ii) above.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      13.           Continuity of Rights and
Obligations. The terms and provisions of this Agreement shall continue as
to Indemnitee subsequent to the expiration or termination of Indemnitee’s term
as an Executive, and such terms and provisions shall be binding upon and inure
to the benefit of the heirs, estate, executors and administrators of Indemnitee
and the successors and assigns of the Company, including, without limitation,
any successor to the Company by way of merger, consolidation and/or sale or
disposition of all or substantially all of the assets or capital stock of the
Company. Except as provided herein, all rights and obligations of the Company
and Indemnitee hereunder shall continue in full force and effect despite the
subsequent amendment or modification of the Company’s Articles of Association,
as it is in effect on the date hereof, and such rights and obligations shall not
be affected by any such amendment or modification, any resolution of directors
or shareholders of the Company, or by any other corporate action which conflicts
with or purports to amend, modify, limit or eliminate any of the rights or
obligations of the Company and/or of Indemnitee hereunder.

      


      14.           Insurance.

      


      (a)           The
Company may purchase and maintain insurance on behalf of Indemnitee against any
liability asserted against him or her or incurred by him or her or on his or her
behalf in such capacity as an Executive, or arising out of his or her status as
such, whether or not the Company would have the power to indemnify him or her
against such liability under the provisions of this Agreement or under
applicable law, as it may then be in effect. The purchase and maintenance of
such insurance shall not in any way limit or affect the rights and obligations
of the Company or Indemnitee under this Agreement, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way
limit or affect the rights and obligations of the Company or of the other party
or parties thereto under any such policy or agreement of insurance.

      


      (b)           If
Indemnitee shall receive payment from any insurance carrier or from the
plaintiff in any Action against Indemnitee in respect of indemnified amounts
after payments on account of all or part of such indemnified amounts have been
made by the Company pursuant to this Agreement, Indemnitee shall promptly
reimburse the Company for the amount, if any, by which the sum of such payment
by such insurance carrier or such plaintiff and payments by the Company to
Indemnitee exceeds such indemnified amounts; provided, however, that such
portions, if any, of such insurance proceeds that are required to be reimbursed
to the insurance carrier under the terms of its insurance policy, such as
deductible or co-insurance payments, shall not be deemed to be payments to
Indemnitee hereunder. In addition, upon payment of indemnified amounts under
this Agreement, the Company shall be subrogated to Indemnitee’s rights against
any insurance carrier in respect of such indemnified amounts and the Indemnitee
shall execute and deliver any and all instruments and/or documents and perform
any and all other acts or deeds which the Company necessary or advisable to
secure such rights. Indemnitee shall do nothing to prejudice such rights of
recovery or subrogation.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      15.           Contribution.

      


      (a)           If
the indemnity provided for in this Agreement is unavailable to Indemnitee for
any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall
contribute to the amount reasonably incurred by or on behalf of Indemnitee,
whether for judgments, fines, penalties, amounts incurred in settlement and/or
for Expenses in connection with any Action, no matter by whom brought, including
without limitation, securities law Actions, in such proportion as deemed fair
and reasonable by the Authority, or by the court before which such Action was
brought, taking into account all of the circumstances of such Action, in order
to reflect:

      


      (i)          
 the relative benefits received by the Company and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such Action;
and/or

      


      (ii)           the
relative fault of the Company (and its other executives, employees and/or
agents) and Indemnitee in connection with such event(s) and/or
transaction(s).

      


      (b)           Indemnitee
shall not be entitled to contribution from the Company under this Section 15 if it is
determined by the Authority, or by the court before which such Action was
brought, that Indemnitee engaged in criminal, fraudulent or intentional
misconduct in the performance of his or her duty to the Company or otherwise
engaged in a Breach of Duty.

      


      (c)           The
Company’s payment of, and Indemnitee’s right to, contribution under this Section 15 shall be
made and determined in accordance with Section 4 relating to
the Company’s payment of, and Indemnitee’s right to, indemnification under this
Agreement.

      


      16.           Amendment and
Modification. This Agreement may only be amended, modified or
supplemented by the written agreement of the Company and
Indemnitee.

      


      17.           Assignment. This
Agreement shall not be assigned by the Company or Indemnitee without the prior
written consent of the other party hereto, except that the Company may freely
assign its rights and obligations under this Agreement to any Affiliate for whom
Indemnitee is serving as an Executive thereof; provided, however, that no
permitted assignment shall release the assignor from its obligations hereunder.
Subject to the foregoing, this Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, including, without limitation, any successor
to the Company by way of merger, consolidation and/or sale or disposition of all
or substantially all of the capital stock or assets of the
Company.


      
        
           


        

        
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      18.           Governing Law; Jurisdiction
and Venue.  This Agreement and all disputes, claims, or
controversies arising out of or relating to this Agreement or the transactions
contemplated hereby shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof.   Each Party hereto hereby (i)
irrevocably and unconditionally consents to submit itself to the sole and
exclusive personal jurisdiction any State Court of the State of Delaware or any
Federal Court of the United States of America sitting in the State of Delaware
(collectively, the “Delaware Courts”) in
connection with any dispute, claim, or controversy arising out of or relating to
this Agreement or the transactions contemplated hereby, (ii) waives any
objection to the laying of venue of any such litigation in any of the Delaware
Courts, (iii) agrees not to plead or claim in any such court that such
litigation brought therein has been brought in an inconvenient forum and agrees
not otherwise to attempt to deny or defeat such personal jurisdiction or venue
by motion or other request for leave from any such court and (iv) agrees that it
will not bring any action, suit, or proceeding in connection with any dispute,
claim, or controversy arising out of or relating to this Agreement or the
transactions contemplated hereby, in any court or other tribunal, other than any
of the Delaware Courts.  Each Party hereto hereby irrevocably and
unconditionally agrees that service of process in connection with any dispute,
claim, or controversy arising out of or relating to this Agreement or the
transactions contemplated hereby may be made upon such party by prepaid
certified or registered mail, with a validated proof of mailing receipt
constituting evidence of valid service, directed to such Party at the address
specified in Section 19.  Service
made in such manner, to the fullest extent permitted by applicable law, shall
have the same legal force and effect as if served upon such Party personally
within the State of Delaware.  Nothing herein shall be deemed to limit
or prohibit service of process by any other manner as may be permitted by
applicable law.  Each of the Parties hereto hereby agrees that this
Agreement involves at least $100,000 and that this Agreement has been entered
into in express reliance on 6 Del. C. § 2708.

      


      19.           Notices. All notices,
requests, demands and other communications required or permitted hereunder shall
be in writing and shall be deemed to have been duly given when delivered by hand
or when mailed by certified registered mail, return receipt requested, with
postage prepaid:

      


      
        	
                 
      

              	
                (a)

              	
                If
      to Indemnitee, to:

              


      

      


                                                           


                                                           


                                                           


       

      


      
        	
                 
      

              	
                (b)

              	
                If
      to the Company, to:

              


      

      


      Orthofix
International N.V.

      Huntersville
Business Park

      10115
Kincey Avenue

      Suite
250

      Huntersville,
NC 28078

      Attention:  Vice
President & General Counsel


      
        
           


        

        
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      or to
such other person or address as the Company or the Indemnitee shall furnish to
the other in writing.

      


      20.           Entire
Agreement.  Together with any rights under Netherlands Antilles
law and the Company’s Certificate of Incorporation and Articles of Association,
this Agreement represents the entire agreement of the parties with respect to
the subject matter hereof and supersedes any and all previous contracts,
arrangements or understandings between the Company (or any of its affiliates)
and the Indemnitee, expressly including any prior Indemnity Agreement or similar
written agreement (the “Prior Agreement”),
which Prior Agreement is hereby terminated in its entirety and of no further
force and effect.  For the avoidance of doubt, it is the intent of the
parties that, notwithstanding anything to the contrary in this Agreement or as a
result of the termination of the Prior Agreement, the rights and benefits
accruing to the Indemnitee, as well as the duties and obligations of the
Company, under this Agreement shall extend to actions, or failures to act, or
similar items taken prior to the date of this Agreement and that would otherwise
have been covered under the Prior Agreement, but such items shall be covered by
this Agreement.

       

      21.           Miscellaneous.  This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.  The headings of the sections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction
thereof

       

      


       

      (Remainder
of page intentionally left blank)


      
        
           


        

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

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      ORTHOFIX
      INTERNATIONAL N.V.

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	 
      
	 
      	
                                      Name:

                                    	 
      
	 
      	
                                      Title:

                                    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                      INDEMNITEE

                                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

    

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