Summary of ORTHOFIX INTERNATIONAL N V

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated Employment Agreements for Messrs. Milinazzo, Vaters, Mason and Finegan

On July 1, 2009, each of Alan W. Milinazzo, our Group President and Chief Executive Officer, Robert S. Vaters, our Executive Vice President and Chief Financial Officer, Bradley R. Mason, our Group President, North America, and President, Blackstone Medical, Inc., and Michael M. Finegan, our Vice President, Corporate Development and President, Biologics, entered into an Amended and Restated Employment Agreement with the Company's subsidiary, Orthofix Inc. (collectively, the "Employment Agreements"). Each Employment Agreement was approved by the Compensation Committee (the "Committee") of the Board of Directors of the Company on June 27,2009, and is effective as of July 1, 2009. The following is a summary of certain material provisions of the Employment Agreements. This description of the Employment Agreements is a summary and is qualified in its entirety by the terms of the Employment Agreements, copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, and incorporated by reference into this Item 5.02.

Each Employment Agreement is for an initial term that lasts though July 1, 2012, with automatic one-year renewals commencing on July 1, 2012 and on each July 1 thereafter, unless either party notifies the other party of its intention not to renew the agreement at least 6 months prior to the next July 1 renewal date. Each Employment Agreement further provides that if a change of control (as that term is defined in each agreement) occurs when less than two years remain during the initial term or during any renewal term, the agreement will automatically be extended for two years from the change of control date.

The Employment Agreements provide that each executive will receive a base salary during the term, as described in the table below.

                                                                            Base Salary
          Name                               Title                         (annualized)
Alan W. Milinazzo        Group President and Chief Executive Officer      $       520,000
                         Executive Vice President and Chief Financial
Robert S. Vaters         Officer                                          $       364,000
                         Group President, North America and President,
Bradley R. Mason         Blackstone Medical, Inc.                         $       364,000
                         Vice President, Corporate Development, and
Michael M. Finegan       President, Biologics                             $       310,000

The base salary levels set forth in the agreements may only be decreased if the decrease is the result of a general reduction affecting the base salaries of all other executive officers that does not disproportionately affect the executive and does not reduce the executive's base salary to a rate that is less than 90% of the executive's then-current base salary amount.

Under each Employment Agreement, the executive's employment will terminate upon executive's death, and may also be terminated as follows: (i) by mutual written agreement of Orthofix Inc. and the executive; (ii) by Orthofix Inc. in the event the executive incurs a disability (as that term is defined in the agreement) for a continuous period exceeding 90 days or for a total of 180 days during any period of 12 consecutive months; (iii) by the executive for good reason (as that term is defined in the agreement); (iv) by Orthofix Inc. for cause (as that term is defined in the agreement); (v) by Othofix Inc. without cause; or (vi) by the executive voluntarily.

The executives are generally entitled to the following in the event of termination as a result of death, disability, for good reason or without cause, whether occurring during or after the term of the agreement:

· Any amounts actually earned or owing through the date of termination (such as base salary, incentive compensation or accrued vacation), payable within 30 days after the date of termination.

· The pro rata amount of any bonus plan incentive compensation for the fiscal year of the executive's termination of employment (based on the number of business days he was actually employed by Orthofix Inc. during the fiscal year in which the termination of employment occurs) that he would have received had his employment not been terminated during such year. This pro rata amount is payable at the time such incentive compensation is paid to other senior executives (generally, before March 15 of the next year).

· An amount equivalent to 150% in the case of Messrs. Vaters, Mason and Finegan, and 200% in the case of Mr. Milinazzo, of the executive's Base Amount (as defined in the agreement), payable within 30 days after the executive signs a release of claims against the Company and its subsidiaries and the expiration of any revocation period. This multiple increases to 200% in the case of Messrs. Vaters, Mason and Finegan, and to 250% in the case of Mr. Milinazzo, for payments triggered following a change of control. Under the agreements, "Base Amount" means an amount equal to the sum of:

(1) the executive's annual base salary at the highest annual rate in effect at any time during the term of employment; and

(2) the greater of (a) the executive's target bonus in effect during the fiscal year in which termination of employment occurs, or (b) the greater of (i) the average of his annual bonuses actually earned for the two years ending immediately prior to the year in which termination of employment occurs or
(ii) the average of his annual bonuses actually earned for the two years ending immediately prior to the change of control or potential change of control (as those terms are defined in the Employment Agreement), in each case with adjustments made for eligibility and any partial years.

· The ability to exercise any vested stock options or stock appreciation rights granted before June 30, 2009 until the earlier of (i) five years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive's employment not terminated.

· The ability to exercise any vested stock options or stock appreciation rights granted after June 29, 2009 until the earlier of (i) two years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive's employment not terminated.

In addition, in the event of a termination as a result of death, disability, for good reason or without cause occurring during the term of the agreement only, the executives will also be entitled to:

· All stock options previously granted to the executive will vest in full and be immediately exercisable (until the earlier of (i) two years from the date of termination, or (ii) the latest date each stock option and stock appreciation right would otherwise expire by its original terms had the executive's employment not terminated). Any risk of forfeiture included in restricted stock grants will immediately lapse.

· Continuation of health, dental, vision and life insurance coverage (but not pension, retirement, profit-sharing, severance or similar compensatory benefits) for the executive and his and dependents substantially similar to those being received immediately prior to termination for the lesser of 18 months after termination or until the executive secures coverage from new employment.

· In the case of Messrs. Vaters, Mason and Finegan, up to $25,000 for outplacement fees incurred during the 24-month period following the date of termination, and in the case of Mr. Milinazzo a cash payment of $35,000 to be used towards the cost of executive outplacement services or an education program selected by Mr. Milinazzo.

The Employment Agreements contain confidentiality, non-competition and non-solicitation covenants effective so long as the executive officers are employees and for a period of eighteen months after employment is terminated in the case of Messrs. Vaters, Mason and Finegan, and for a period of two years after employment is terminated in the case of Mr. Milinazzo. The agreements also contain confidentiality and assignment of inventions provisions that last indefinitely.

Amendment to Stock Option Agreements

On July 1, 2009, each of the foregoing executives entered into an Amendment to Stock Option Agreements with the Company with respect to options granted to him before June 30, 2009 to provide for the post-termination exercise period set forth in the Employment Agreements described above. The Amendments to Stock Option Agreements are each effective as of July 1, 2009. The form of Amendment to Stock Option Agreements entered into be each of the executives is filed herewith as Exhibit 10.5 and incorporated by reference into this Item 5.02. . . .