0001140361-09-016048 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 7th, 2009 • Orthofix International N V • Surgical & medical instruments & apparatus • Massachusetts

This Amended and Restated Employment Agreement (the “Agreement”), entered into and effective as of July 1, 2009 (the “Effective Date”), is by and between Orthofix Inc., a Minnesota corporation (the “Company”), and Robert S. Vaters, an individual (the “Executive”).

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Nonqualified Stock Option Agreement under the Orthofix International N.V. Amended and Restated 2004 Long-Term Incentive Plan
Nonqualified Stock Option Agreement • July 7th, 2009 • Orthofix International N V • Surgical & medical instruments & apparatus • New York

This Option Agreement (the “Agreement”) is made this __ day of _________ 20__ (the “Grant Date”) between Orthofix International N.V., a Netherlands Antilles company (the “Company”), and the person signing this Agreement adjacent to the caption “Optionee” on the signature page hereof (the “Optionee”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. Amended and Restated 2004 Long-Term Incentive Plan (the “Plan”).

Non-Employee Director Nonqualified Stock Option Agreement under the Orthofix International N.V. Amended and Restated 2004 Long-Term Incentive Plan
Nonqualified Stock Option Agreement • July 7th, 2009 • Orthofix International N V • Surgical & medical instruments & apparatus • New York

This Option Agreement (the “ Agreement ”) is made this __ day of _________ 20__ (the “ Grant Date ”) between Orthofix International N.V., a Netherlands Antilles company (the “ Company ”), and the person signing this Agreement adjacent to the caption “Optionee” on the signature page hereof (the “ Optionee ”), a non-employee member of the Board of Directors of the Company (the “Board”). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Orthofix International N.V. Amended and Restated 2004 Long-Term Incentive Plan (the “ Plan ”).

AMENDMENT TO STOCK OPTION AGREEMENTS
Stock Option Agreement • July 7th, 2009 • Orthofix International N V • Surgical & medical instruments & apparatus

This Amendment to Stock Option Agreements (the “Agreement”) is made this 1st day of July 2009 between Orthofix International N.V., a Netherlands Antilles company (the “Company”) and [Alan W. Milinazzo / Robert S. Vaters / Bradley R. Mason / Michael M. Finegan] (the “Optionee”).

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