8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

________________________

Date of Report (Date of earliest event reported): December 6, 2007

Orthofix International N.V.

(Exact name of Registrant as specified in its charter)

Netherlands Antilles	0-19961	N/A
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification Number)

________________________

7 Abraham de Veerstraat
Curacao
Netherlands Antilles	N/A
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 011-59-99-465-8525

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Rule 409A Amendments to Existing Employment Agreements

In an effort to bring the employment agreements for officers of Orthofix International N.V. (“Orthofix” or the “Company”) into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), on December 6, 2007 and December 7, 2007, as applicable, we entered into amended and restated employment agreements with the following individuals through our subsidiary Orthofix Inc.: (i) Alan W. Milinazzo, (ii) Timothy M. Adams, (iii) Raymond C. Kolls, (iv) Thomas Hein, (v) Michael M. Finegan and (vi) Michael Simpson.  The principal purpose of the amendments is to avoid adverse tax consequences under Code Section 409A, including through amendments required or permitted in light of guidance from the Internal Revenue Service with respect to Code Section 409A arising since the agreements were originally entered into.  This includes amendments with respect to the timing of severance and bonus payments, definitional issues arising under Code Section 409A, exerciseability of stock options and savings clauses.  In addition to the amendments related to Code Section 409A, we made certain other technical changes to the employment agreements in an effort to update them including, among other changes, the most current particulars applicable to each executive, including title and compensation. Except as otherwise noted in this Form 8-K, a detailed description of the material terms of the employment agreements of the Company’s named executive officers (including compensation) is set forth in the Company’s 2007 proxy statement under the headings “Agreements with Named Executive Officers” and “Potential Payments Upon Termination or Change of Control” and elsewhere therein. Additional information with respect to the employment arrangement of Mr. Adams is found in the Company’s Form 8-K filings dated November 6, 2007 and November 19, 2007, and further information with respect to the employment arrangement of Thomas Hein (“Mr. Hein”) is set forth below.

Entry into Letter Agreement with Thomas Hein

As previously announced and described in Orthofix’s Form 8-K dated November 6, 2007, Mr. Hein ceased serving as Vice President, Chief Financial Officer (“CFO”), Treasurer and Assistant Secretary of the Company and was re-appointed Executive Vice President – Finance of Orthofix as of November 19, 2007.  In order to induce Mr. Hein to remain with the Company in such capacity, we entered into a letter agreement (the “Letter Agreement”) with Mr. Hein through Orthofix Inc. on December 6, 2007.  The Letter Agreement memorializes the understanding between Mr. Hein and Orthofix as to the rights held by Mr. Hein in conjunction with his transition to Executive Vice President – Finance.  A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and is hereby incorporated by reference. The summary below of the Letter Agreement is qualified in all respects by Exhibit 10.1.

Prior to his entry into the Letter Agreement, as a result of the appointment of a new CFO, Mr. Hein had the right to terminate his employment by resigning for “Good Reason” (as defined in his original employment agreement).  As a result, he would have been entitled to a series of severance benefits including a right to (a) payment of a one-time lump sum of $407,726 (the “Good Reason Payment”), (b) acceleration of the vesting of all stock options, (c) payment of a bonus through his date of termination and (d) various other benefits, including outplacement services and certain welfare benefits.  In order to induce Mr. Hein to remain with Orthofix and in exchange for Mr. Hein temporarily waiving the benefits under his employment agreement, Mr. Hein was offered the opportunity to earn a retention bonus of $150,000 (the “Retention Bonus”), payable on July 15, 2008, as long as Mr. Hein (a) remains an employee through July 15, 2008 (the “Transition Period”) and (b)  works in good faith, as reasonably determined by Orthofix, with the new CFO to complete a plan for the transition of his current duties and responsibilities to the new CFO.

The following outlines when under the Letter Agreement Mr. Hein would receive his material Good Reason benefits and, if earned, the Retention Bonus (other than incentive compensation, which is outlined below).  If Mr. Hein:

a.           voluntarily terminates employment before July 15, 2008, he would receive his Good Reason Payment and other benefits, but he would not receive the Retention Bonus;

b.           dies before July 15, 2008, his beneficiary would receive his Good Reason Payment, other benefits and the Retention Bonus;

c.           remains employed until July 15, 2008, but does not accept a long-term role with the Company, or is not offered a long-term role, for any reason (Orthofix is not obligated to offer, nor is Mr. Hein obligated to accept, any long-term role), he would receive his Good Reason Payment and other benefits plus the Retention Bonus; and

d.           remains employed until July 15, 2008, and accepts a long-term role, then he would receive the Retention Bonus, but not receive the Good Reason Payment or any other benefits under his employment agreement as a result of the Good Reason event.

With respect to bonus (incentive) compensation payable under his employment agreement, if Mr. Hein:

a.           remains employed through December 31, 2007, he will receive his 2007 incentive compensation as if he continued in the role of CFO through such date;

b.           terminates employment for any reason prior to December 31, 2007, then he will receive his incentive compensation only through November 19, 2007; and

c.           remains employed on or after January 1, 2008, he will be eligible for fiscal year 2008 incentive compensation in his new role; provided, however, if Mr. Hein terminates his employment after January 1, 2008, but on or before July 15, 2008 (unless he is terminated for Cause), he will receive incentive compensation on a pro rata basis only for fiscal year 2008 through the date of the termination of his employment.

While the severance rights described above were triggered under the employment agreement of Mr. Hein in effect on November 19, 2007, as noted above, Mr. Hein entered into an amended and restated employment agreement on December 7, 2007, reflecting his new title and otherwise including the referenced Code Section 409A changes.  Following that date, any references to the original employment agreement in the Letter Agreement are construed as references to the new agreement; provided, however, that until the earlier of (a) the end of the Transition Period and (b) Mr. Hein ceasing to be an employee, Mr. Hein will be an at-will employee and, in the event of any termination of his employment, he would not be entitled to any sums or other payments or benefits, other than as specifically provided in the Letter Agreement.  During the Transition Period, Mr. Hein will continue to receive his current salary ($281,190 on an annualized basis) and benefits as set forth in his employment agreement and Orthofix may only terminate Mr. Hein’s employment for “Cause” (as defined in his employment agreement).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Document

10.1 Form of Letter Agreement between Orthofix International N.V. and Thomas Hein dated December 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ORTHOFIX INTERNATIONAL N.V.
By:	/s/ Raymond C. Kolls
Name:	Raymond C. Kolls
Title:	Senior Vice President, General Counsel &
	Corporate Secretary

EX-10.1

EXHIBIT 10.1

 

December 6, 2007

Mr. Thomas Hein

c/o Orthofix, Inc.

The Storrs Building, Suite 250

10115 Kincey Avenue

Huntersville Business Park

Huntersville, NC 28078

Dear Tom:

Reference is made to that certain Employment Agreement, dated July 13, 2006 (as modified by this side letter, the “Agreement”), by and between Orthofix, Inc., a Minnesota corporation (the “Company”), and Thomas Hein (the “Executive,” or “you”), under which the Company’s payment obligations are guaranteed as provided therein by Orthofix International N.V., a Netherlands Antilles company (“Parent”).  All capitalized terms used, but not otherwise defined, herein shall have the meaning ascribed to them in the Agreement.  This letter (“Letter”) is being delivered to memorialize the understanding between the parties to the Agreement (the “Parties”) with respect to the transition of your duties as Chief Financial Officer of the Company and Parent to a new Chief Financial Officer (“CFO”), as well as your assuming the role of Executive Vice President – Finance of the Company and Parent.

By executing this Letter as provided below, the Parties hereby agree as follows:

1.           The Company acknowledges that once the new CFO commenced employment with the Company on November 19, 2007 (the “Start Date”), an event constituting Good Reason pursuant to Section 4.4 of the Agreement occurred and would permit you to resign for Good Reason and receive the severance payments and other benefits described in Section 5.1 of the Agreement and elsewhere therein (“Benefits”), unless such event was cured by the Company.  Such Benefits would include a right to (a) payment of a one-time lump sum in an amount equal to 100% of your Base Amount (the “Good Reason Payment”), (b) acceleration of the vesting of all stock options then held by you (the “Acceleration”), (c) payment of a bonus (through your date of termination) in the form of Incentive Compensation under the Bonus Plan based on your 2007 Goals, payable on the Severance Bonus Payment Date for the 2007 Bonus Plan year and (d) various other benefits, including outplacement services and certain welfare benefits (“Other Benefits”).  Receipt of the Benefits requires your execution of a release as provided in Section 5.4 of the Agreement and your compliance with protective provisions in Article VI of the Agreement, both of which obligations continue following effectiveness of this Letter.  With respect to such Good Reason event, the Parties agree to waive the related notice and cure periods in the Agreement and agree that such Good Reason event occurs as of the Start Date.  Nothing in this Letter shall otherwise modify any notice or cure provisions under the Agreement, including requirements to give advance notice of termination by the Company or the Executive.  The Parties further agree that the amount of the Good Reason Payment under the Agreement is $407,726.00.

2.           You hereby agree to continue in employment and thereby waive temporarily any and all Benefits under the Agreement (except unpaid base salary and accrued unpaid vacation), including the Good Reason Payment, Acceleration and Other Benefits, in exchange for the Company offering you the opportunity to earn a retention bonus of $150,000 (“Retention Bonus”).  The Retention Bonus will be payable on July 15, 2008, as long as you:

a.           remain an employee of the Company (or one of its affiliates) from the Start Date through July 15, 2008 (the “Transition Period”); and

b.           work in good faith, as reasonably determined by the Company, with the new CFO to complete a plan for the transition of your current duties and responsibilities to the new CFO.

The Company agrees that during the Transition Period ending July 15, 2008, it may terminate your employment only for “Cause” as provided in Section 4.6 of the Agreement.

3.           During the Transition Period, you will serve as Executive Vice President – Finance and your duties will be as set forth by the CFO and the Chief Executive Officer in their sole discretion without regard to Section 1.1 or otherwise of the Agreement, which provisions are hereby superseded.  While an employee of the Company (or one of its affiliates) during the Transition Period, you will continue to receive your current salary under Section 2.2 of the Agreement and the benefits set forth under Article III.

4.           With respect to Incentive Compensation under Section 2.3 of the Agreement, you will only be eligible for the earning and payment of such compensation as follows:

a.           if you remain employed with the Company through December 31, 2007, you shall receive your Incentive Compensation on the Severance Bonus Payment Date as if you had continued in the role of CFO through such date; and

b.           if you terminate employment with the Company for any reason prior to December 31, 2007, then on the Severance Bonus Payment Date you shall receive only your Incentive Compensation through the date hereof as if your employment had terminated under the Agreement as of the date hereof.

c.           if you remain employed with the Company on or after January 1, 2008, you will participate in the Bonus Plan in your new role as Executive Vice President-Finance.  Your participation will be subject to the provisions of the Bonus Plan except as those terms might be modified by the Agreement and this Letter and will be at a level similar to that of your peers at the Company.

d.           if you terminate your employment after January 1, 2008, but on or before July 15, 2008 (unless you are terminated for Cause), you will receive Bonus Plan Incentive Compensation for fiscal year 2008 through the date of the termination of your employment as follows: you will be entitled to receive the pro rata amount of any 2008 Bonus Plan Incentive Compensation (based on the number of business days you were actually employed during 2008) that you would have received had you not terminated your employment during 2008; provided, however, the foregoing sentence is not intended to give you greater rights to such Incentive Compensation than a pro rata portion of what you would ordinarily be entitled to under the Bonus Plan and such pro rata portion shall be paid at the time such Incentive Compensation is paid to other senior executives of the Company in 2009.

5.           The following outlines when you would receive your Benefits (other than Incentive Compensation, which is outlined above) and, if earned, the Retention Bonus:

a.           if you voluntarily terminate employment with the Company before July 15, 2008, then, in addition to any unpaid base salary and accrued unpaid vacation then owing through the date of termination, as well as any pro rata amount of any Bonus Plan Incentive Compensation as provided under Section 4, following your termination you would receive your Good Reason Payment and Other Benefits, but you would not receive the Retention Bonus; the Acceleration would occur as of the date you terminated employment with the Company;

b.           if you die before July 15, 2008, then following your death, in addition to any unpaid base salary for the period from the date of your death until July 15, 2008 and accrued unpaid vacation owing through the date of death, as well as any pro rata amount of any Bonus Plan Incentive Compensation for the fiscal year of your death as provided under Section 4, your beneficiary would receive your Good Reason Payment, Other Benefits and the Retention Bonus; the Acceleration would occur as of the date you died;

c.           if you remain employed by the Company (or one of its affiliates) until July 15, 2008, but do not accept a long-term role with the Company (or are not offered a long-term role with the Company) for any reason, then following your termination of employment you would receive (i) your Good Reason Payment and Other Benefits; (ii) the Retention Bonus (to be paid on or before August 1, 2008); (iii)any unpaid base salary and accrued unpaid vacation then owing through the date of termination, as well as any pro rata amount of any Bonus Plan Incentive Compensation as provided under Section 4, and the Acceleration would occur as of the date you terminated employment with the Company; further, the Parties agree that the Company is not obligated to offer, nor are you obligated to accept, any long-term role; and

d.           if you remain employed by the Company (or one of its affiliates) until July 15, 2008, and you accept in writing a long-term role and continued employment with the Company, then you would receive the Retention Bonus (to be paid on or before August 1, 2008), but not receive the Good Reason Payment, Other Benefits or any other severance payments or benefits under the Agreement as a result of the Good Reason event (nor will the Acceleration occur); instead, the Agreement would remain in effect as if the Company had cured and remedied the event constituting Good Reason in accordance with Section 4.4 of the Agreement, to the reasonable satisfaction of the Executive, and the Executive shall have no right to terminate his employment or receive Benefits under Sections 4.4, 5.1 or any other provision of the Agreement, as a result of such Good Reason event.

6.           While nothing will obligate you to remain employed with the Company after July 15, 2008, or for the Company to offer you a long-term position after July 15, 2008, the Parties agree to work in good faith to determine to what extent and in what role you might remain with the Company after that date.  Failure of the Parties to determine a long-term role for the Executive will create no liability or obligation for any of the Parties.  For the avoidance of doubt, the Agreement and its Term will cease on your last day of employment with the Company (or any of its affiliates) unless you continue in a long-term role as provided in paragraph 5(d) (other than provisions of the Agreement that survive, which provisions shall remain in effect in accordance with their terms).

7.           Until the earlier of (a) the end of the Transition Period and (b) your ceasing to be an employee of the Company (or one of its affiliates), you understand and acknowledge that you are an at-will employee of the Company and, in the event of any termination of your employment by the Company or voluntarily by you, you would not be entitled to any sums or other payments or benefits, other than the Good Reason Payment, Incentive Compensation, Other Benefits, Acceleration, and, if earned, the Retention Bonus, all as specifically provided herein; provided, however, that nothing in this letter shall (i) limit the Company’s obligations under Section 7.2 of the Agreement with respect to legal fees or (ii) your obligation to comply with the protective provisions set forth in Article VI of the Agreement.

8.           Any payments to be made hereunder following termination of employment will be paid in a lump sum as provided under the Agreement, unless expressly set forth otherwise herein, promptly thereafter, subject to compliance with Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, including but not limited to any requirement that such payments be delayed for at least six months following termination of employment.  The terms “termination” and “termination of employment,” and any variations thereof, as used in this Letter are intended to mean a termination of employment which constitutes a “separation from service” under Section 409A.

9.           The terms of this offer remain open for 5 days from the date of this Letter, after which the offer represented by this Letter will be deemed revoked.

10.         As an inducement for the Executive to enter into this Letter, the Company has agreed to enter into an Amended and Restated Employment Agreement (the "New Agreement") with you immediately following execution of this Letter in order to, among others, reflect your new title and make changes in an effort to ensure compliance with Section 409A. Following such time, any references to the Agreement in this Letter shall be construed as references to the New Agreement and the exercise period for options held by you shall be governed by the terms of that New Agreement.

Please confirm your agreement with and consent to the terms of this Letter by executing the same in the space provided below.  This Letter shall only be effective as of the date it is signed by both you and the Company.  For the avoidance of doubt, this Letter represents an amendment of the Agreement.  This Letter may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. This Letter shall be subject to the governing law and dispute resolution provisions set forth in the Agreement.

(Remainder of this page intentionally left blank)

Sincerely,

ORTHOFIX, INC.

By:	/s/ Raymond C. Kolls
Name:	Raymond C. Kolls
Title:	Secretary
Acknowledged and agreed to by:
THOMAS HEIN
By:	/s/ Thomas Hein
ORTHOFIX INTERNATIONAL N.V.
By:	/s/ Raymond C. Kolls
Name:	Raymond C. Kolls
Title:	Secretary