AMENDED & RESTATED PERFORMANCE ACCELERATED STOCK OPTIONS AGREEMENT
Exhibit 10.24
AMENDED
& RESTATED
PERFORMANCE
ACCELERATED
STOCK
OPTIONS AGREEMENT
This
AMENDED & RESTATED PERFORMANCE ACCELERATED STOCK OPTIONS AGREEMENT (this
Agreement”),
dated as of the 14th day of
November, 2007 by and between Orthofix International N.V. (the “Company”) and Xx.
Xxxxxxx X. Xxxxx (the “Optionee”).
WITNESSETH:
WHEREAS,
in connection with the transaction contemplated by the Acquisition Agreement,
dated as of November 20, 2003 (the “Acquisition
Agreement”), among the Company, Trevor Acquisition, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Orthofix, Breg, Inc., a
California corporation, and Xxxxxxx X. Xxxxx, as shareholder’s representative,
and the Optionee’s employment with the Company, the Company granted the Optionee
Options (as defined herein) to purchase shares of the Company’s common stock,
par value U.S. $0.10 per share (“Common Stock”), on
the terms and conditions set forth in that certain Performance Accelerated Stock
Options Agreement between the Company and the Optionee dated November 20, 2003
(the “Prior
Agreement”).
WHEREAS,
all Options not currently vested will vest as of December 30, 2007, pursuant to
the terms of the Prior Agreement.
WHEREAS,
in connection with the extension of Optionee’s Employment Agreement through
December 30, 2008, the Company and the Optionee have agreed to modify the
provisions relating to the exercise of the Options and desire to amend and
restate the Prior Agreement in its entirety by executing this
Agreement.
NOW,
THEREFORE, in consideration of the covenants and agreements set forth herein,
the parties hereto hereby agree as follows:
SECTION
1. Definitions. For
the purpose of this Agreement, the following terms shall have the meanings
specified below:
(a) “Board” means the
Board of Directors of the Company.
(b) “Cause” means
termination of the Optionee’s employment because of any of the following
events:
(i) Any
of the events or circumstances under the definition of “Cause” pursuant to the
Optionee’s employment agreement with the Company, dated November 20, 2003 (as
amended, the “Employment
Agreement”), if such Employment Agreement is in effect; or
(ii) The
Optionee’s (A) involvement in fraud, misappropriation or embezzlement related to
the business or property of the Company, (B) conviction for, or guilty plea to,
a felony or crime of similar gravity in the jurisdiction which such conviction
or guilty plea occurs, or (C) unauthorized disclosure of any trade secrets or
other confidential information relating to the Company’s business and affairs
(except to the extent such disclosure is required under the applicable
law).
(c) “Change in Control”
means, notwithstanding the terms of any applicable plan or arrangement to the
contrary, any of the following events:
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(i) Any
person, as that term is used in Section 13(d) and Section 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
becomes, is discovered to be, or files a report on Schedule 13D or 14D-1 (or any
successor schedule, form or report) disclosing that such person is, a beneficial
owner (as defined in Rule 13d-3 under the Exchange Act or any successor rule or
regulation), directly or indirectly, of securities of the Company representing
twenty percent (20%) or more of the combined voting power of the Company’s then
outstanding securities entitled to vote generally in the election of directors
(unless such person is known by Optionee to be already such beneficial owner on
the date of this Agreement);
(ii) Individuals
who, as of the date of this Agreement, constitute the Board cease for any reason
to constitute at least a majority of the Board, unless any such change is
approved by a unanimous vote of the members of the Board in office immediately
prior to such cessation;
(iii) The
Company is merged, consolidated or reorganized into, or with another corporation
or other legal person, or securities of the Company are exchanged for securities
of another corporation or other legal person, and immediately after such merger,
consolidation, reorganization or exchange less than a majority of the combined
voting power of the then-outstanding securities of such corporation or person
immediately after such transaction are held, directly or indirectly, in the
aggregate by the holders of securities entitled to vote generally in the
election of directors of the Company immediately prior to such
transaction;
(iv) The
Company, in any transaction or series of related transactions, sells all or
substantially all of its assets to any other corporation or other legal person,
and less than a majority of the combined voting power of the then outstanding
securities of such corporation or person immediately after such sale or sales
are held, directly or indirectly, in the aggregate by the holders of securities
entitled to vote generally in the election of directors of the Company
immediately prior to such sale;
(v) The
Company and its affiliates shall sell or dispose of (in a single transaction or
series of related transactions) business operations that generated two-thirds of
the consolidated revenues (determined on the basis of the Company’s four (4)
most recently completed fiscal quarters for which reports have been filed under
the Exchange Act) of the Company and its subsidiaries immediately prior
thereto;
(vi) The
Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act, disclosing in response to Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein) that a
change in control of the Company has or may have occurred or will or may occur
in the future pursuant to any then existing contract or transaction;
or
(vii) Any
other transaction or series of related transactions occur that have
substantially the effect of the transactions specified in any of the preceding
clauses in this sentence.
Notwithstanding
the foregoing provisions, unless otherwise determined in a specific case by
majority vote of the Board, a “Change of Control”
shall not be deemed to have occurred for purposes of this Agreement solely
because:
(i) The
acquisition of, or issuance by, Orthofix of its securities; or
(ii) An
entity in which Orthofix directly or indirectly beneficially owns fifty percent
(50%) or more of the voting securities, or any Orthofix-sponsored employee stock
ownership plan, or any other employee benefit plan of Orthofix, either files or
becomes obligated to file a report or a proxy statement under or in response to
Schedule 13D, Schedule 14D-1, Form 8K or Schedule 14A (or any successor
schedule, form or report or item therein) under the Exchange Act, disclosing
beneficial ownership by form or report or item therein) under the Exchange Act,
disclosing beneficial ownership by it of shares of Common Stock of Orthofix, or
because Orthofix reports that a Change in Control of Orthofix has or may have
occurred or will or may occur in the future by reason of such beneficial
ownership; or
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(iii) Any
Orthofix-sponsored employee stock ownership plan, or any other employee benefit
plan of Orthofix, either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8K or
Schedule 14A (or any successor schedule, form or report or item therein) under
the Exchange Act, disclosing beneficial ownership by form or report or item
therein) under the Exchange Act, disclosing beneficial ownership by it of shares
of Common Stock of Orthofix, or because Orthofix reports that a Change in
Control of Orthofix has or may have occurred or will or may occur in the future
by reason of such beneficial ownership.
(d) “Committee” means the
Compensation Committee of the Board.
(e) “Expiration Date”
means the date that is the ten (10) year anniversary of the Grant
Date.
(f) “Permanent Disability”
means termination of the Optionee’s employment because of any of the following
events:
(i) Any
of the events or circumstances under the description of “Permanent Disability”
pursuant to the Optionee’s Employment Agreement, if such Employment Agreement is
in effect; or
(ii) The
Optionee’s incapacity resulting from physical or mental illness or disease which
substantially prevents the Optionee from performing his duties as an employee of
the Company and that has continued at least one hundred and eighty (180) days
and can be reasonably be expected to continue indefinitely. Any
dispute as to whether or not the Optionee is disabled within the meaning of the
preceding sentence shall be resolved by a physician selected by the Board or the
Committee.
SECTION
2. Grant of
Options. Pursuant to the Prior Agreement, the Company granted
to the Optionee, as of the Grant Date (as defined in the Prior Agreement) and
through the Expiration Date (the “Option Period”),
options to purchase from the Company one hundred and fifty thousand (150,000)
shares of Common Stock at an exercise price of $38.00 per share (the “Options”).
SECTION
3. Exercise
of Options. Subject to the terms and conditions set forth in
this Agreement, the Options shall be subject to the following vesting and
exercisability requirements:
(a) Generally. All
shares subject to the Options that are not vested as of the date hereof shall
vest and become fully exercisable on the fourth (4th)
anniversary of the Grant Date and shall be exercisable thereafter until and
including the Expiration Date, subject to the Optionee’s exercise elections set
forth in Section 3(b) hereof and any limitations on exercise in effect on the
date of exercise. For the avoidance of doubt, 22,500 Options are vested as of
the date hereof.
(b) Election to Exercise
Options. Notwithstanding any other provision of this Agreement
to the contrary:
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(i) provided
the Optionee’s employment with the Company does not terminate on or prior to
December 31, 2007, the Optionee hereby voluntarily elects (pursuant to Internal
Revenue Notice 2006-79, Section 3.02) to fix the period that the Optionee may
exercise any Options, to the extent vested, to the period beginning January 1,
2009, and ending on December 31, 2009 (the “Exercise
Period”);
(ii) in
the event the Optionee’s employment with the Company terminates (for a reason
other than death or termination by the Company for Cause) on or prior to
December 31, 2007, the Optionee elects to exercise the Options with respect to
22,500 shares upon the earlier to occur of the (A) Optionee’s death or (B) the
date that is six months and one day following the date of the Optionee’s
termination of employment; provided, however, that the
Optionee shall not be deemed to have elected such exercise if the exercise price
of the Options is greater than the fair market value of the Common Stock on such
date;
(iii) in
the event the Optionee’s employment with the Company terminates on or prior to
December 31, 2007 as a result of his death, the Optionee elects to exercise the
Options with respect to 22,500 shares upon the date of his death; provided, however, that the
Optionee shall not be deemed to have elected such exercise if the exercise price
of the Options is greater than the fair market value of the Common Stock on such
date;
(iv) in
the event the Optionee’s employment with the Company is terminated by the
Company for Cause on or prior to December 31, 2007, the Options shall lapse and
be canceled; and
(v) the
Optionee further elects that any amounts payable shall be paid in a lump sum
payment upon exercise of any Options pursuant to this Section 3(b).
(c) Any
portion of the Options that are not exercised by midnight Eastern Time on the
last day of the Exercise Period shall not be exercisable thereafter and shall
terminate and be cancelled immediately following such date and time; provided, however, if the
Optionee’s termination of employment occurs on or prior to December 31, 2007 for
a reason other than termination by the Company for Cause, then any portion of
the Options that are not exercised or exercisable on the date of the Optionee’s
death or, if termination is for a reason other than death, on the earlier to
occur of the Optionee’s death or the date that is six months and one day
following the date of the Optionee’s termination of employment, shall not be
exercisable thereafter and shall terminate and be cancelled immediately
following the earlier to occur of the Optionee’s death or the date that is six
months and one day following the date of the Optionee’s termination of
employment.
(d) Any
exercise described in Section 3(b) shall be delayed to the extent required to
avoid a violation of federal securities laws or other applicable laws; provided, however, such
exercise shall not be delayed beyond the earliest date at which the Company
reasonably anticipates that such exercise will not cause such
violation. An exercise that would cause inclusion in gross income or
the application of any penalty provision or other provision of the Code is not
treated as a violation of applicable law.
(e) Upon
the death of the Optionee, the executor or administrator of the estate of the
Optionee or the person or persons to whom the Options shall have been validly
transferred by the executor or administrator pursuant to will or the laws of
descent and distribution shall have the right to exercise the Options to the
extent that the Optionee was entitled to exercise them on the date of death
under Section 3(b).
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SECTION
4. Termination of
Employment.
(a) General. A
termination of employment shall be deemed to have occurred if the Optionee is no
longer employed by the Company or any of its subsidiaries for any
reason. The Board and the Committee each shall have the discretion to
determine whether employment has been or could have been terminated for the
purposes of this Agreement, and the reasons therefore. Any such
determination shall be final, binding and conclusive. For the
avoidance of doubt and notwithstanding anything to the contrary in this
Agreement (including any provision of Section 3), the Optionee acknowledges that
he must remain employed with the Company through December 31, 2008 as a
condition precedent to his exercising any Options during the Exercise Period
that were not already vested and were free of exercise restrictions as of the
date hereof. If at any time after December 31, 2007 and prior to
midnight on December 31, 2008 (a) the Optionee voluntarily terminates employment
with the Company for reasons other than death, Permanent Disability, or
retirement, or (b) if the Optionee's employment with the Company is terminated
for Cause, the Options that had not already vested and were free of exercise
restrictions as of the date hereof shall lapse and be cancelled. If
the Company terminates the Optionee's employment without Cause during the
Exercise Period, any vested Options shall continue to be exercisable until the
end of the Exercise Period, subject to any limitation on the exercise of the
Options in effect on the date of exercise. If the Optionee's
employment is terminated during the Exercise Period due to death, retirement or
Permanent Disability, the Options shall continue to be exercisable until the end
of the Exercise Period (by the Optionee or his heirs, executors, administrators
or successors, as applicable), subject to any limitation on the exercise of the
Options in effect on the date of exercise. Under all other
circumstances, Options that were not already vested and free of exercise
restrictions as of the date hereof shall lapse and be cancelled and not
otherwise exercisable.
(b) Change in
Control. Upon the occurrence of a Change in Control, the
Options shall automatically vest in full, provided, however, the vested
Options shall continue to be subject to the limitations on exercise set forth in
Section 3 hereof and any other limitation on the exercise of the Options in
effect on the date of exercise. The vested Options shall continue to
be exercisable for three months following the Change in Control, subject to such
limitations.
SECTION
5. Methods
of Exercising Options.
(a) Notice of
Exercise. Subject to the terms and conditions of this
Agreement, the Options may be exercised by written notice to the Company signed
by the Optionee or a Permitted Transferee and stating the number of shares of
Common Stock in respect of which the Options are being
exercised. Such notice shall be accompanied by payment of the full
exercise price. The date of exercise of the Options shall be the
later of (i) the date on which the Company receives the notice of exercise or
(ii) the date on which any requisite conditions are satisfied, including,
without limitation, the conditions set forth below in Sections 8
hereof. Notwithstanding any other provision of this Agreement, the
Optionee may not exercise the Options and no shares of Common Stock will be
issued by the Company with respect to any attempted exercise when such exercise
is prohibited by law or any Company policy then in effect. The
Options may not be exercised at any one time as to less than one hundred (100)
shares (or such number of shares as to which the Options are then exercisable if
less than one hundred (100)). In no event shall the Options be
exercisable for a fractional share.
(b) Payment. Prior
to the issuance of a certificate pursuant to Section 14 hereof evidencing the
shares of Common Stock in respect of which all or a portion of the Options shall
have been exercised, the Optionee shall have paid to the Company the exercise
price for all shares of Common Stock purchased pursuant to the exercise of such
Options. Payment may be made by personal check, bank draft or postal
or express money order (such modes of payment are collectively referred to as
“cash”) payable
to the order of the Company in U.S. dollars. Payment may also be made
in mature shares of Common Stock owned by the Optionee, or in any combination of
cash or such mature shares as the Board or the Committee (as the case may be) in
their sole discretion may approve. The Company may also permit the
Optionee to pay for such shares of Common Stock by directing the Company to
withhold shares of Common Stock that would otherwise be received by the
Optionee, pursuant to such rules as the Board or the Committee may establish
from time to time. In the discretion of the Board or the Committee,
and in accordance with rules and procedures established by the Board or the
Committee, the Optionee may be permitted to make a “cashless” exercise of all or
a portion of the Options.
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SECTION
6. Withholding. The
Company shall have the right, prior to the delivery of any certificates
evidencing shares of Common Stock to be issued upon full or partial exercise of
the Options (whether by the Optionee or any Permitted Transferees), to require
the Optionee to remit to the Company any amount sufficient to satisfy the
minimum required federal, state or local tax withholding
requirements. The Company may permit the Optionee to satisfy, in
whole or in part, such obligation to remit taxes, by directing the Company to
withhold shares of Common Stock that would otherwise be received by the
Optionee, pursuant to such rules as the Board or the Committee may establish
from time to time. The Company shall also have the right to deduct
from all cash payments made pursuant to, or in connection with, the Options the
minimum required federal, state or local taxes required to be withheld with
respect to such payments.
SECTION
7. Optionee. Whenever
the word “Optionee” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
executors, the administrators, the person or persons to whom the Options may be
transferred by will or by the laws of descent and distribution or Permitted
Transferees (as defined below in Section 8 hereof), the word “Optionee” shall be
deemed to include such person or persons.
SECTION
8. Non-Transferability. Unless
the Board or the Committee determines otherwise on or after the Grant Date, no
Options shall be transferable by the Optionee other than by will or by the laws
of descent and distribution or pursuant to a domestic relations order; provided, however, that the
Board or the Committee may, in their discretion and subject to such terms and
conditions as they shall specify, permit the transfer of the Options for no
consideration to the Optionee’s family members or to one or more trusts or
partnerships established in whole or in part for the benefit of one or more of
such family members (collectively, “Permitted
Transferees”). Any Options transferred to a Permitted
Transferee shall be further transferable only by will or the laws of descent and
distribution or, for no consideration, to another Permitted Transferee of the
Optionee. The Board or the Committee may in their discretion permit
transfers of Options other than those contemplated by this Section
8. During the lifetime of the Optionee, the Options shall be
exercisable only by the Optionee or by a Permitted Transferee to whom such
Options have been transferred in accordance with this Section 8. The
grant of the Options shall impose no obligation on the Optionee to exercise the
Options.
SECTION
9. Shareholder
Rights. No shares of Common Stock shall be issued in respect
of the exercise of the Options until full payment therefor has been
made. The holder of the Options shall have no rights as a shareholder
with respect to any shares of Common Stock covered by the Options until the date
the Optionee or his nominee becomes the holder of record of such
shares. Except as otherwise provided herein, no adjustments shall be
made for dividends or other rights for which the record date is prior to the
date such share certificate is issued.
SECTION
10. No
Restriction on Right to Effect Corporate Changes. Neither this
Agreement nor the existence of any Options granted hereunder shall affect or
restrict in any way the right or power of the Company or the shareholders of the
Company to make or authorize any adjustments, recapitalizations, reorganizations
or other change in the Company’s capital structure or business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or bond, debentures, preferred or prior preference
stocks whose rights are superior to or affect the shares of Common Stock or the
rights thereof or which are convertible into or exchangeable for shares of
Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
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SECTION
11. Changes
in Capitalization. Notwithstanding any provision of this
Agreement, the number and kind of shares authorized for issuance under Section 2
hereof may be equitably adjusted in the sole discretion of the Board or the
Committee in the event of a stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, extraordinary dividend, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase shares of Common Stock at a price substantially below fair market value
or other similar corporate event affecting the shares of Common Stock in order
to preserve, but not increase, the benefits or potential benefits intended to be
made available under this Agreement. In addition, upon the occurrence
of any of the foregoing events, the number of outstanding Options and the number
and kind of shares subject to any outstanding Options and the exercise price per
share under any outstanding Options may be equitably adjusted (including by
payment of cash to the Optionee) in the sole discretion of the Board or the
Committee in order to preserve the benefits or potential benefits intended to be
made available to the Optionee. Such adjustments shall be made by the
Board or the Committee, in their sole discretion, whose determination as to what
adjustments shall be made, and the extent thereof, shall be
final. Unless otherwise determined by the Board or the Committee,
such adjusted Options shall be subject to the same restrictions (including,
without limitations, the limitations on exercise set forth in Section 3 hereof)
and vesting schedule to which the underlying Options are subject.
SECTION
12. No
Right to Employment. Neither this Agreement, the grant of
Options under this Agreement, nor any action taken or omitted to be taken under
this Agreement shall be deemed to create or confer on the Optionee any right to
be retained in the employ of the Company or any subsidiary or other affiliate
thereof, or to interfere with or to limit in any way the right of the Company or
any subsidiary or other affiliate thereof to terminate the employment of such
Optionee at any time.
SECTION
13. Compliance with
Law. Notwithstanding any of the provisions hereof, the
Optionee hereby agrees that Optionee will not exercise the Options, and that the
Company will not be obligated to issue or transfer any shares of Common Stock to
the Optionee hereunder, if the exercise hereof or the issuance or transfer of
such shares shall constitute a violation by the Optionee or the Company of any
provision of any law or regulation of any governmental authority. Any
determination in this connection by the Board or the Committee (as the case may
be) shall be final, binding and conclusive. In addition, the Board or
the Committee (as the case may be) may require the Optionee purchasing shares of
Common Stock pursuant to this Agreement to represent to and agree with the
Company in writing that such Optionee is purchasing the shares Common Stock for
investment purposes and not with a view to the distribution
thereof.
SECTION
14. Issuance of Share
Certificates. As soon as is reasonably practical after its
receipt of a proper notice of exercise and payment of the exercise price for the
number of shares with respect to which the Options are exercised, the Company
shall deliver to the Optionee, at the principal office of the Company or at such
other location as may be acceptable to the Company and the Optionee, one or more
stock certificates for the appropriate number of shares of Common Stock issued
in connection with such exercise. Such shares of Common Stock shall
be fully paid and nonassessable and shall be issued in the name of the
Optionee. All certificates for shares of Common Stock delivered under
this Agreement shall be subject to such stock-transfer orders and other
restrictions as the Board or the Committee (as the case may be) may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any exchange upon which shares of Common Stock are then
listed, and any applicable securities law, and the Board or the Committee (as
the case may be) may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
SECTION
15. Notice. Every
notice or other communication relating to this Agreement shall be in writing,
and shall be mailed to or delivered to the party for whom it is intended at such
address as may from time to time be designated by it in a notice mailed or
delivered to the other party as herein provided, provided that, unless and until
some other address be so designated, all notices or communications by the
Optionee to the Company shall be mailed or delivered to the Company at its
principal executive office, and all notices or communications by the Company to
the Optionee may be given to the Optionee personally or may be mailed to
Optionee at the Optionee’s last known address, as reflected in the Company’s
records.
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SECTION
16. Non-Qualified
Options. The Options are not an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended or any successor provision thereto.
SECTION
17. Binding
Effect. Subject to Section 7 hereof, this Agreement shall be
binding upon the heirs, executors, administrators and successors of the parties
hereto.
SECTION
18. Determinations;
Liability. All determinations by the Board or the Committee
(as the case may be) in construing and interpreting this Agreement shall be
final, binding and conclusive for all purposes and upon all persons interested
herein. No member of the Board or Committee shall be liable for any
action or determination made in connection with the operation or interpretation
of this Agreement and the Company shall indemnify, defend and hold harmless each
such person from any liability arising from or in connection with this
Agreement, except where such liability results directly from such person’s
fraud, willful misconduct or failure to act in good faith. In the
performance of its responsibilities with respect to this Agreement, the Board
and the Committee shall be entitled to rely upon information and advice
furnished by the Company’s officers, the Company’s accountants, the Company’s
counsel and any other party the Board or the Committee deems necessary, and no
member of the Board or the Committee shall be liable for any action taken or not
taken in reliance upon any such advice.
SECTION
19. Amendments. The
Board and the Committee each shall have the power to alter or amend the terms of
the Options as set forth herein from time to time, and any alteration or
amendment of the terms of the Options by the Board or the Committee shall, upon
adoption, become and be binding on all persons affected thereby without
requirement for consent or other action with respect thereto by any such person,
provided, however, that no
amendment or modification shall materially and adversely alter or impair the
rights of the Optionee in the Options granted pursuant to this Agreement without
the consent of the holder thereof. The Committee shall give written
notice to the Optionee of any such alteration or amendment as promptly as
practicable after the adoption thereof. The foregoing shall not
restrict the ability of the Optionee and the Company by mutual consent to alter
or amend the terms of the Options in any manner approved by the Board or the
Committee.
SECTION
20. Governing
Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of New York.
SECTION
21. Counterparts. This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
SECTION
22. Code
Section 409A. This Agreement and the Options are intended to
comply with Section 409A of the Internal Revenue Code of 1986, as
amended. Notwithstanding any provision of this Agreement to the
contrary, this Agreement shall be interpreted and construed consistent with this
intent. Notwithstanding the foregoing, the Company shall not be
required to assume any increased economic burden.
8
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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ORTHOFIX
INTERNATIONAL N.V.
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/s/Xxxx X. Xxxxxxxxx
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By:
Xxxx X. Xxxxxxxxx
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Title:
Chief Executive Officer
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/s/Xxxxxxx X. Xxxxx
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XXXXXXX
X. XXXXX
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