Common use of Other Severance Benefits Clause in Contracts

Other Severance Benefits. In the event Executive is entitled to a Termination Payment under section 2.4, he shall also be entitled to the following benefits and other rights: (a) Accrued but unpaid Annual Base Salary through the date that Executive's employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4); (b) Payment of a Bonus for the fiscal year in which Executive's employment terminates, pro rated based on the number of days of such year prior to the date of Executive's termination, with such Bonus being calculated as a pro rated portion of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (c) Payment of any unpaid Bonus for any fiscal year prior to the year in which Executive's employment terminates with any discretionary portion of the Bonus being paid at "target" levels or higher for such year and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Date.

Other Severance Benefits. In the event Executive is entitled to a Termination Payment under section 2.4, he shall also be entitled to the following benefits and other rights: (a) Accrued but unpaid Annual Base Salary through the date that Executive's ’s employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4); (b) Payment of a Bonus for the fiscal year in which Executive's ’s employment terminates, pro rated based on the number of days of such year prior to the date of Executive's ’s termination, with such Bonus being calculated as a pro rated portion of the "“target" ” Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's ’s termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (c) Payment of any unpaid Bonus for any fiscal year prior to the year in which Executive's ’s employment terminates with any discretionary portion of the Bonus being paid at "“target" ” levels or higher for such year and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's ’s termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's ’s termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's ’s 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's ’s capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's ’s balance under the Parent's ’s Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's ’s termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's ’s account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's ’s termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's ’s insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior to Executive's ’s termination (determined without regard to any reduction that results in Executive's ’s termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's ’s termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Date. If Executive is a “specified employee” (as defined in section 409A of the Code), any benefit payable under this section 2.6 that is subject to section 409A of the Code shall be paid on the first business day of the seventh month beginning after the date of Executive’s termination in accordance with section 2.2 or 2.3.

Other Severance Benefits. In (a) Notwithstanding the event Executive minimum term provided for in Section 1 of this Agreement, either the Company or Employee may terminate this Agreement at any time upon 30 days notice to the other party, subject to the rights of Employee to any payment due under this Agreement in that circumstance. If at any time during the term of this Agreement, Employee is entitled to a Termination Payment under section 2.4Terminated Without Cause, he then Employee shall also be entitled to be paid a Severance Payment equal to (i) one times (1x) employee’s Base Annual salary rate and (ii) a Severance Bonus equivalent to one times (1x) the following benefits and other rights: bonus earned or paid for the previous fiscal year pursuant to Section 3 (a) Accrued but unpaid and 3 (b). For Termination With Cause, Employee shall be eligible for a severance payment equal to one-half times (.5x) employee’s Highest Base Annual Base Salary through salary rate during the date that Executive's employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4);term of this Agreement. (b) Payment If at any time during the term of this Agreement, Employee is Terminated Without Cause, or Employee is terminated in the event of a Bonus Change of Control as defined in Section 7, or Employee resigns for Good Reason as defined in Section 6 of this Agreement, then Employee shall be entitled to continuation of basic employee group benefits, as defined in Section 4(a), provided by Exxxx to Employee for the fiscal year in which Executive's lesser of three months after termination or until the Employee secures new employment terminates, pro rated based on the number of days of such year prior without remuneration to the date of Executive's termination, with such Bonus being calculated as a pro rated portion of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date;Exxxx. (c) Payment If at any time during the term of this Agreement, Employee is Terminated Without Cause, or Employee is terminated in the event of a Change of Control as defined in Section 7, or Employee resigns for Good Reason as defined in Section 6 of this Agreement, Exxxx shall promptly (and in any event within five business days after a request by the Employee therefor) either pay or reimburse the Employee for the costs and expenses of any unpaid Bonus executive outplacement firm selected by the Employee; provided, however, that Exxxx’x liability hereunder shall be limited to such expenses, as is customary and reasonable in the Dallas area for any fiscal year prior to the year in which Executive's employment terminates executive’s level of responsibility, incurred by the Employee. The Employee shall provide Exxxx with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for incurrence of such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date;expenses. (d) Forgiveness of all loans made to Executive by the Company or the Parent and The Employee’s outstanding as of the date of Executive's termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) options and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior long-term incentive award shall vest according to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment DateLong-Term Incentive Plan.

Other Severance Benefits. In (a) If at any time during the event Executive Employment Period Employee is terminated without cause, or Employee resigns for Good Reason, and Employee is not entitled to a Termination Payment under section 2.4the severance payment provided by Section 7 hereof, he then Employee shall also be entitled to be paid a severance payment equal to the following benefits Base Amount for termination without cause, and other rights: (a) Accrued but unpaid Annual one-half of the Base Salary through the date that Executive's employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4);Amount for resignation for Good Reason. (b) Payment If, at any time during the Employment Period, Employee is terminated without cause, or Employee resigns for Good Reason, then Employee shall be entitled without cost to continuation or provision of a Bonus basic employee group benefits referred to in Section 4(a) that are welfare benefits, but not pension, retirement or similar compensatory benefits, for the fiscal year in Employee and Employee's dependents substantially similar to those they are receiving or to which Executive's employment terminates, pro rated based on the number of days of such year they are entitled immediately prior to the termination of Employee's employment for the lesser of one year after termination or until Employee secures new employment. Employee's stock option agreements shall provide for an extension of the option exercise period for at least one year from the date of ExecutiveEmployee's terminationtermination without cause and for at least one-half year from the date of Employee's resignation for Good Reason. In the case of Employee's death, with such Bonus being calculated as a pro rated portion extension of the option exercise period shall be for at least two years. The exercise period of an option shall not be extended beyond the date on which it would have terminated had Employee continued to be employed by ORTHOFIX. The option exercise period for any [ORTHOFIX LOGO] [GRAPHIC OMITTED] "targetincentive stock option," Bonus projected for Executive for as that year (determined without regard term is defined in Section 422 of the Code, shall continue to any reduction that results in Executive's termination with Good Reason), be governed by the plan under which the Parent shall pay or cause the Company to pay no later than the Payment Date;such option was issued. (c) Payment If, at any time during the Employment Period, Employee is terminated without cause, or Employee resigns for Good Reason, ORTHOFIX shall promptly (and in any event within five business days after a request by Employee therefor) either pay or reimburse Employee for the costs and expenses of any unpaid Bonus for any fiscal year prior executive outplacement firm selected by Employee; provided, however, that ORTHOFIX's liability hereunder shall be limited to the year in which Executive's employment terminates first $20,000 of such expenses incurred by Employee. Employee shall provide ORTHOFIX with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Dateexpenses.

Other Severance Benefits. In (a) Except as set forth below, and notwithstanding the event Executive minimum term provided for in SECTION 1 of this Agreement, either the Company or Employee may terminate this Agreement at any time upon thirty (30) days notice to the other party, subject to the rights of Employee to any payment due under this Agreement in that circumstance. If at any time during the term of this Agreement, Employee is entitled to a Termination Payment under section 2.4Terminated Without Cause, he or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then Employee shall also be entitled to the following benefits and other rights:be paid a severance payment equal to two times (2x) Employee's highest base annual salary as set forth in SECTION 3 (a) Accrued but unpaid Annual Base Salary through herein for Termination Without Cause during the date that Executiveterm of this Agreement. Notwithstanding the first sentence of this SECTION 8(a), if a Change of Control occurs, the Company shall have no right to Terminate Without Cause the Employee's employment terminates, which until the Parent shall pay or cause end of the Company to pay no later than the Payment Date (as defined in section 2.4);then-current term of this Agreement. (b) Payment If at any time during the term of a Bonus this Agreement Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then (i) Employee shall be entitled to continuation of basic employee group benefits, as defined in SECTION 4(a), provided by Company to Employee for the fiscal lesser of one year after termination or until the Employee secures new employment without remuneration to Company, and (ii) the Employee's outstanding stock option agreements shall provide for a continuance of the option exercise period for ninety (90) days from Employee's termination or resignation date, except that in which Executive's employment terminatesthe case of death, pro rated based on the number of days of such year prior to the date of Executive's voluntary termination, with such Bonus being calculated as a pro rated portion Retirement, Disability and termination for cause, Employee's continuance of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which option exercise period shall be governed by the Parent shall pay or cause the Company to pay no later than the Payment Date;stock option agreements. (c) Payment If at any time during the term of this Agreement, Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in Section 6 of this Agreement, Company shall promptly (and in any event within five business days after a request by the Employee therefor) either pay or reimburse the Employee for the costs and expenses of any unpaid Bonus for any fiscal year prior executive outplacement firm selected by the Employee, provided, however, that Company's liability hereunder shall be limited to 10% of current salary of such expenses incurred by the year in which Executive's employment terminates Employee. The Employee shall provide Company with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for incurrence of such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date;expenses. (d) Forgiveness of all loans made With respect to Executive by the Company or the Parent and outstanding as provisions of the date of Executive's termination of employment with stock option agreements granted pursuant to the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock 1997 Long-Term Incentive Plan; (ii) compensatory awards granted with respect , "Termination For Good Reason" shall be construed to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on have the same terms meaning as "Termination Without Cause" as defined in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Datethis Agreement.

Other Severance Benefits. In If the event Executive Executive’s employment is entitled to a Termination Payment under section 2.4, he shall also be entitled to terminated during the following benefits and other rights: (a) Accrued but unpaid Annual Base Salary through the date that Executive's employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4); (b) Payment of a Bonus for the fiscal year in which Executive's employment terminates, pro rated based on the number of days of such year prior to the date of Executive's termination, with such Bonus being calculated as a pro rated portion of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (c) Payment of any unpaid Bonus for any fiscal year prior to the year in which Executive's employment terminates with any discretionary portion of the Bonus being paid at "target" levels or higher for such year and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited Term as a result of failure Executive’s Disability pursuant to satisfy vesting requirements due Section 9(b), by the Company without Cause pursuant to Section 9(e), or by Executive for Good Reason pursuant to Section 9(d), provided that Executive signs and does not revoke the Release within the time period specified therein, and provided further that such termination is a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h), then the Company shall provide the following benefits to Executive's termination , referred to herein as the “Separation Benefits”: (i) the continued payment in installments of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; Executive’s then-current Base Salary (gless applicable taxes and withholdings) Continuation, for the longer a period of eighteen twelve (1812) months following the date of termination (the “Separation Pay”); (ii) all Equity Awards which would have become vested during the twelve (12) months following the termination date shall accelerate and vest; (iii) the extension of employment, or the exercise period mandated, in for all vested Stock Options to the case end of group their term; and (iv) provided that Executive properly and timely elects to continue his health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits under COBRA after the date of termination, reimbursement for Executive’s applicable COBRA premiums for a period of twelve (including without limitation medical12) months or until Executive becomes eligible for insurance benefits from another employer, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) whichever is earlier. The first installment of the Separation Pay will be paid on the same terms as Company’s first regular payday occurring sixty (60) days after the termination date in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available an amount equal to the Executive sum of payments of Base Salary that would have been paid if he had remained in employment for the period stated above even from the termination date through the payment date. The remaining installments will be paid until the end of the 12-month period at the same rate as the Base Salary in accordance with the Company’s normal payroll practices for its employees. Executive understands that if they must he is eligible to receive the Separation Benefits, such Separation Benefits shall be secured in lieu of and not in addition to any other severance benefits otherwise provided for herein, including the severance benefits described in Section 10(b) of this Agreement. Notwithstanding the foregoing, if Executive is entitled to receive the Separation Benefits but violates any provisions of this Agreement or any other agreement entered into by Executive and the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his after termination of employment, including without limitation accrued vacation, in accordance with the terms Company will be entitled to immediately stop paying any further installments of the planSeparation Benefits. If the Executive’s employment is terminated during the Term as a result of Executive’s death, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause then the Company shall provide to pay no later than Executive’s estate the Payment Datecontinued payment of Executive’s then-current Base Salary for a period of twelve (12) months following the date of termination, beginning on the Company’s first regular payday following the date of such termination.

Other Severance Benefits. In (a) Except as set forth below, and notwithstanding the event Executive minimum term provided for in SECTION 1 of this Agreement, either the Company or Employee may terminate this Agreement at any time upon thirty (30) days notice to the other party, subject to the rights of Employee to any payment due under this Agreement in that circumstance. If at any time during the term of this Agreement, Employee is entitled to a Termination Payment under section 2.4Terminated Without Cause, he or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then Employee shall also be entitled to the following benefits and other rights:be paid a severance payment equal to two times (2x) Employee's highest base annual salary as set forth in SECTION 3 (a) Accrued but unpaid Annual Base Salary through herein for Termination Without Cause during the date that Executiveterm of this Agreement. Notwithstanding the first sentence of this SECTION 8(a), if a Change of Control occurs, the Company shall have no right to Terminate Without Cause the Employee's employment terminates, which until the Parent shall pay or cause end of the Company to pay no later than the Payment Date (as defined in section 2.4);then-current term of this Agreement. (b) Payment If at any time during the term of a Bonus this Agreement Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then (i) Employee shall be entitled to continuation of basic employee group benefits, as defined in SECTION 4(a), provided by Company to Employee for the fiscal lesser of one year after termination or until the Employee secures new employment without remuneration to Company, and (ii) the Employee's outstanding stock option agreements shall provide for a continuance of the option exercise period for ninety (90) days from Employee's termination or resignation date, except that in which Executive's employment terminatesthe case of death, pro rated based on the number of days of such year prior to the date of Executive's voluntary termination, with such Bonus being calculated as a pro rated portion Retirement, Disability and termination for cause, Employee's continuance of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which option exercise period shall be governed by the Parent shall pay or cause the Company to pay no later than the Payment Date;stock option agreements. (c) Payment If at any time during the term of this Agreement, Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in Section 6 of this Agreement, Company shall promptly (and in any event within five business days after a request by the Employee therefor) either pay or reimburse the Employee for the costs and expenses of any unpaid Bonus for any fiscal year prior executive outplacement firm selected by the Employee, provided, however, that Company's liability hereunder shall be limited to 10% of current salary of such expenses incurred by the year in which Executive's employment terminates Employee. The Employee shall provide Company with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for incurrence of such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date;expenses. (d) Forgiveness of all loans made With respect to Executive by the Company or the Parent and outstanding as provisions of the date of Executive's termination of employment with stock option agreements granted pursuant to the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock 1997 Long-Term Incentive Plan; (ii) compensatory awards granted with respect , "Termination For Good Reason" shall be construed to have the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur same meaning as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985"Termination Without Cause", as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as defined in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Datethis Agreement.

Other Severance Benefits. In the event Executive is entitled to a Termination Payment under section 2.4, he shall also be entitled to the following benefits and other rights: (a) Accrued but unpaid Annual Base Salary through the date that Executive's ’s employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4); (b) Payment of a Bonus for the fiscal year in which Executive's ’s employment terminates, pro rated based on the number of days of such year prior to the date of Executive's ’s termination, with such Bonus being calculated as a pro rated portion of the "“target" ” Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's ’s termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (c) Payment of any unpaid Bonus for any fiscal year prior to the year in which Executive's ’s employment terminates with any discretionary portion of the Bonus being paid at "“target" ” levels or higher for such year and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's ’s termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's ’s termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's ’s 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's ’s capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's ’s balance under the Parent's ’s Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's ’s termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's ’s account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's ’s termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employmentthrough January 1, 2010, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's ’s insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior to Executive's ’s termination (determined without regard to any reduction that results in Executive's ’s termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's ’s termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Date. (i) Through January 1, 2010, office space, internet service, existing executive assistant (or in the event she should depart, a new executive assistant), telephone, fax, existing current restricted stock award and other similar presently utilized services. Such services shall be provided on a similar basis to current conditions at the time of termination. (j) Certain furniture, pictures, etc. owned by McNxxxx Xxvestment Company/McNxxxx Xxspitality Corporation being utilized by Company shall be retained by Executive or his affiliates. If Executive is a “specified employee” (as defined in section 409A of the Code), any benefit payable under this section 2.6 that is subject to section 409A of the Code shall be paid on the first business day of the seventh month beginning after the date of Executive’s termination in accordance with section 2.2 or 2.3.

Other Severance Benefits. In (a) If at any time during the event Executive Employment Period, Employee is terminated without Cause, or Employee resigns for Good Reason, Employee is not entitled to a Termination Payment under section 2.4the severance payment provided by Section 8 hereof, he then Employee shall also be entitled to be paid a severance payment equal to one time the following benefits Base Amount for termination without Cause, and other rights: (a) Accrued but unpaid Annual one-half time the Base Salary through the date that Executive's employment terminates, which the Parent shall pay or cause the Company to pay no later than the Payment Date (as defined in section 2.4);Amount for resignation for Good Reason. (b) Payment If, at any time during the Employment Period, Employee is terminated without Cause, or Employee resigns for Good Reason, then Employee shall be entitled without remuneration to ORTHOFIX to continuation or provision of a Bonus basic employee group benefits referred to in Section 4(a) that are welfare benefits, but not pension, retirement or similar compensatory benefits, for the fiscal year in Employee and Employee's dependents substantially similar to those they are receiving or to which Executive's employment terminates, pro rated based on the number of days of such year they are entitled immediately prior to the termination of Employee's employment for the lesser of one year after termination or until Employee secures new employment. Notwithstanding anything to the contrary herein, all terms and conditions, including, without limitation, those relating to vesting and exercisability, of the performance accelerated stock options granted pursuant to the PASO Agreement shall be governed by the terms and conditions contained in the PASO Agreement. Any stock option agreements for Employee (other than the PASO Agreement) shall provide for a continuance of the option exercise period for at least one year from the date of ExecutiveEmployee's termination, with such Bonus being calculated as a pro rated portion without Cause and at least one-half year from the date of Employee's resignation for Good Reason, except that in the case of Employee's death, continuance of the "target" Bonus projected for Executive for that year (determined without regard option exercise period shall be at least two years and the exercise period of an option shall not be extended beyond the date on which it would have terminated had Employee continued to be employed by ORTHOFIX. The preceding sentence shall not apply to any reduction "incentive stock option," as that results term is defined in Executive's termination with Good Reason)Section 422 of the Code, which the Parent shall pay or cause the Company heretofore granted to pay no later than the Payment Date;Employee. (c) Payment If, at any time during the Employment Period, Employee is terminated without Cause, or Employee resigns for Good Reason, ORTHOFIX shall promptly (and in any event within five business days after a request by Employee therefor) either pay or reimburse Employee for the costs and expenses of any unpaid Bonus for any fiscal year prior executive outplacement firm selected by Employee; provided, however, that ORTHOFIX's liability hereunder shall be limited to the year in which Executive's employment terminates first $20,000 of such expenses incurred by Employee. Employee shall provide ORTHOFIX with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for occurrence of such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date; (d) Forgiveness of all loans made to Executive by the Company or the Parent and outstanding as of the date of Executive's termination of employment with the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock Incentive Plan; (ii) compensatory awards granted with respect to the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Dateexpenses.

Other Severance Benefits. In (a) Except as set forth below, and notwithstanding the event Executive minimum term provided for in SECTION 1 of this Agreement, either the Company or Employee may terminate this Agreement at any time upon thirty (30) days notice to the other party, subject to the rights of Employee to any payment due under this Agreement in that circumstance. If at any time during the term of this Agreement, Employee is entitled to a Termination Payment under section 2.4Terminated Without Cause, he or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then Employee shall also be entitled to be paid a severance payment equal to two times (2x) Employee's highest base annual salary as set forth in SECTION 3(A) herein for Termination Without Cause during the following benefits and other rights: (a) Accrued but unpaid Annual Base Salary through term of this Agreement. Notwithstanding the date that Executivefirst sentence of this SECTION 8(a), if a Change of Control occurs, the Company shall have no right to Terminate Without Cause the Employee's employment terminates, which until the Parent shall pay or cause end of the Company to pay no later than the Payment Date (as defined in section 2.4);then-current term of this Agreement. (b) Payment If at any time during the term of a Bonus this Agreement Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in SECTION 6 of this Agreement, then (i) Employee shall be entitled to continuation of basic employee group benefits, as defined in SECTION 4(a), provided by Company to Employee for the fiscal lesser of one year after termination or until the Employee secures new employment without remuneration to Company, and (ii) the Employee's outstanding stock option agreements shall provide for a continuance of the option exercise period for ninety (90) days from Employee's termination or resignation date, except that in which Executive's employment terminatesthe case of death, pro rated based on the number of days of such year prior to the date of Executive's voluntary termination, with such Bonus being calculated as a pro rated portion Retirement, Disability and termination for cause, Employee's continuance of the "target" Bonus projected for Executive for that year (determined without regard to any reduction that results in Executive's termination with Good Reason), which option exercise period shall be governed by the Parent shall pay or cause the Company to pay no later than the Payment Date;stock option agreements. (c) Payment If at any time during the term of this Agreement, Employee is Terminated Without Cause, or Employee resigns for Good Reason as defined in Section 6 of this Agreement, Company shall promptly (and in any event within five business days after a request by the Employee therefor) either pay or reimburse the Employee for the costs and expenses of any unpaid Bonus for any fiscal year prior executive outplacement firm selected by the Employee, provided, however, that Company's liability hereunder shall be limited to 10% of current salary of such expenses incurred by the year in which Executive's employment terminates Employee. The Employee shall provide Company with any discretionary portion reasonable documentation of the Bonus being paid at "target" levels or higher for incurrence of such year outplacement costs and any non-discretionary portion of the Bonus being paid based on actual levels of corporate achievement (each determined without regard to any reduction that results in Executive's termination with Good Reason), which the Parent shall pay or cause the Company to pay no later than the Payment Date;expenses. (d) Forgiveness of all loans made With respect to Executive by the Company or the Parent and outstanding as provisions of the date of Executive's termination of employment with stock option agreements granted pursuant to the Company (other than the loan deemed made by the Company to Executive in accordance with the last sentence of section 2.4 or section 3.3); (e) Accelerated vesting, settlement, or exercisability of (i) awards outstanding under the Parent's 1994 Stock 1997 Long-Term Incentive Plan; (ii) compensatory awards granted with respect , "Termination For Good Reason" shall be construed to have the Parent's capital stock under any other plan or outside of a plan (in each case, including without limitation restricted stock awards, performance shares and stock options); (iii) Executive's balance under the Parent's Deferred Compensation Plan; and (iv) benefits under any other non-tax-qualified plan of the Company or the Parent in which a portion of an award or benefit would be lost through termination of employment; provided that, in each case, such acceleration shall occur same meaning as of the date of Executive's termination of employment (if such acceleration has not previously occurred); (f) A payment equal to the portion of Executive's account balance under any defined contribution tax-qualified pension plan of the Company or the Parent forfeited as a result of failure to satisfy vesting requirements due to Executive's termination of employment, which the Parent shall pay or cause the Company to pay no later than the Payment Date; (g) Continuation, for the longer of eighteen (18) months following the date of termination of employment, or the period mandated, in the case of group health plan coverage, by the Consolidated Omnibus Budget Reconciliation Act of 1985"Termination Without Cause", as amended, of all of Executive's insurance benefits (including without limitation medical, dental, and vision insurance benefits) and any other medical, dental or vision benefits (if not insured) on the same terms as defined in effect immediately prior to Executive's termination (determined without regard to any reduction that results in Executive's termination with Good Reason); provided that any such benefits in effect immediately prior to Executive's termination shall be made available to the Executive for the period stated above even if they must be secured by the Company or the Parent outside of any plan or group insurance policy; and (h) Any other benefits accrued by the Executive as of the date of his termination of employment, including without limitation accrued vacation, in accordance with the terms of the plan, agreement or other arrangement under which the benefit was established, which the Parent shall pay or cause the Company to pay no later than the Payment Datethis Agreement.