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

Amendment #1 to Amended and Restated Employment Agreements

On July 30, 2009, July 30, 2009, July 31, 2009 and August 4, 2009, respectively, 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 Amendment #1 to Amended and Restated Employment Agreement with Orthofix Inc. The sole purpose of each amendment is to clarify the original intent of the parties that all stock options granted to the executive will vest in full and be immediately exercisable and any risk of forfeiture included in restricted stock grants will immediately lapse in the event of a termination of the executive's employment as a result of death, disability, for good reason or without cause occurring during the term of the Amended and Restated Employment Agreement.

---