December __, 2008
Exhibit 99.4
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RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
c/o
RCG Starboard Advisors, LLC
000
Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
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December
__, 2008
___________________________
___________________________
___________________________
___________________________
Re: Orthofix
International N.V.
Dear:
Thank you
for agreeing to serve as a nominee for election to the Board of Directors of
Orthofix International N.V. (the “Company”) in connection with the solicitation
statement for the solicitation of written requests to call a special meeting of
shareholders of the Company (the “Special Meeting”), and subsequent proxy
solicitation, that Ramius Value and Opportunity Master Fund Ltd and certain of
its affiliates (collectively, the “Ramius Group”) are considering undertaking to
nominate and elect directors at the Special Meeting (the “Ramius Group
Solicitation”). Your outstanding qualifications, we believe, will
prove a valuable asset to the Company and all of its
shareholders. This letter will set forth the terms of our
agreement.
The
members of the Ramius Group agree to jointly and severally indemnify and hold
you harmless against any and all claims of any nature, whenever brought, arising
from the Ramius Group Solicitation and any related transactions, irrespective of
the outcome; provided, however, that you
will not be entitled to indemnification for claims arising from your gross
negligence, willful misconduct, intentional and material violations of law,
criminal actions or material breach of the terms of this agreement; provided further,
that this indemnification agreement and all of the Ramius Group’s obligations
hereunder shall not apply to any of your actions or omissions as a director of
the Company. This indemnification will include any and all losses,
liabilities, damages, demands, claims, suits, actions, judgments, or causes of
action, assessments, costs and expenses, including, without limitation,
interest, penalties, reasonable attorneys’ fees, and any and all reasonable
costs and expenses incurred in investigating, preparing or defending against any
litigation, commenced or threatened, any civil, criminal, administrative or
arbitration action, or any claim whatsoever, and any and all amounts paid in
settlement of any claim or litigation asserted against, resulting, imposed upon,
or incurred or suffered by you, directly or indirectly, as a result of or
arising from the Ramius Group Solicitation and any related transactions (each, a
“Loss”).
In the
event of a claim against you pursuant to the prior paragraph or the occurrence
of a Loss, you shall give the Ramius Group prompt written notice of such claim
or Loss (provided that failure to promptly notify the Ramius Group shall not
relieve us from any liability which we may have on account of this Agreement,
except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will
provide you with counsel to represent you. Such counsel shall be
reasonably acceptable to you. In addition, you will be reimbursed
promptly for all Losses suffered by you and as incurred as provided
herein. The Ramius Group may not enter into any settlement of loss or
claim without your consent unless such settlement includes a release of you from
any and all liability in respect of such claim.
You
hereby agree to keep confidential and not disclose to any party, without the
consent of the Ramius Group, any confidential, proprietary or non-public
information (collectively, “Information”) of the Ramius Group, its affiliates or
members of its Schedule 13D group which you have heretofore obtained or may
obtain in connection with your service as a nominee
hereunder. Notwithstanding the foregoing, Information shall not
include any information that is publicly disclosed by the Ramius Group, its
affiliates or members of its Schedule 13D group or any information that you can
demonstrate is now, or hereafter becomes, through no act or failure to act on
your part, otherwise generally known to the public.
Notwithstanding
the foregoing, if you are required by applicable law, rule, regulation or legal
process to disclose any Information you may do so provided that you first
promptly notify the Ramius Group so that the Ramius Group or any member thereof
may seek a protective order or other appropriate remedy or, in the Ramius
Group’s sole discretion, waive compliance with the terms of this
Agreement. In the event that no such protective order or other remedy
is obtained or the Ramius Group does not waive compliance with the terms of this
Agreement, you may consult with counsel at the cost of the Ramius Group and you
may furnish only that portion of the Information which you are advised by
counsel is legally required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.
All
Information, all copies thereof, and any studies, notes, records, analysis,
compilations or other documents prepared by you containing such Information,
shall be and remain the property of the Ramius Group and, upon the request of a
representative of the Ramius Group, all such information shall be returned or,
at the Ramius Group’s option, destroyed by you, with such destruction confirmed
by you to the Ramius Group in writing.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of the conflicts of laws thereof.
* * *
If you
agree to the foregoing terms, please sign below to indicate your
acceptance.
Very
truly yours,
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RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
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By:
RCG Starboard Advisors, LLC, its investment manager
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By:
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Name:
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Title:
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Authorized
Signatory
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ACCEPTED
AND AGREED:
___________________________
[NOMINEE]
