ORTHOFIX INTERNATIONAL N V
EMPLOYMENT AGREEMENT - GAINES COOPER
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>ex10-8to10k_031303.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - GAINES COOPER
<TEXT>
                               EMPLOYMENT AGREEMENT
                               --------------------





         EMPLOYMENT AGREEMENT dated as of July 1, 1999 (the "Agreement"),
between Orthofix International N.V., a corporation organized under the laws of
the Netherlands Antilles (the "Company"), and Robert Gaines-Cooper (the
"Executive").

         WHEREAS, the Company and the Executive entered into an employment
agreement dated as of October 1, 1995 (the "Prior Agreement"); and

         WHEREAS, the Company and the Executive desire to amend the Prior
Agreement in its entirety effective as of July 1, 1999 as hereafter set
forth;

         NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

         1. EMPLOYMENT AND DUTIES

            1.1 General. The Company hereby employs the Executive, and the
Executive agrees to serve, as Chairman of the Board of Directors of the Company
(the "Board") upon the terms and conditions herein contained. The Executive also
agrees to serve, if elected, as an officer or director of any direct or indirect
subsidiary of the Company, in each such case at no compensation in addition to
that provided for in this Agreement.

            1.2 Services. The Executive shall provide services to the Company
and its subsidiaries (except United Kingdom subsidiaries) pursuant to this
Agreement for at least 186 days in each calendar year. The Executive shall not
be required to perform his services hereunder in the United Kingdom and the
Company understands that he shall not do so. Anything in this Agreement to the
contrary notwithstanding, the Executive may, with the consent of the Board,
engage in other business matters that do not interfere materially with his
duties to the Company pursuant to this Agreement. In addition, this Agreement
shall not be construed to preclude the Executive from devoting time to civic and
community activities or the management of personal investments so long as such
activities do not interfere with the performance of his duties hereunder.

         1.3 Term of Employment. The Executive's employment under this Agreement
shall commence on July 1, 1999 (the "Effective Date") and shall terminate on the
earlier of (i) the third anniversary of the Effective Date, or (ii) termination
of the Executive's employment pursuant to Sections 4 or 5 of this Agreement.
This initial three-year term, however, shall be automatically extended without
further action of either party for one or more additional one-year periods,
unless written notice of either party's intention not to extend has been given
to the other party


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hereto at least six months prior to the expiration of the then-effective term
(the period commencing on the Effective Date and ending on the third anniversary
thereof, or such later date to which the term of the Executive's employment
shall have been extended, is hereinafter referred to as the "Employment Term").

         2. COMPENSATION

         2.1 Base Salary and Bonus. The base salary and bonus compensation, if
any, to be paid to the Executive shall be determined from time to time by the
Board.

         2.2 Share Options. The Executive has heretofore received grants of
options under the Company's Executive Share Option Plan (the "Executive Plan")
to purchase an aggregate of 700,000 of the Company's Common Shares, 100,000 of
which have been scheduled to benefit other parties. All such options shall have
the terms and be subject to the conditions specified therefor in the Executive
Plan and any award agreement relating to the options granted to the Executive
thereunder.

         3. EMPLOYEE BENEFITS

         3.1 General. The Executive shall be included, to the extent eligible
thereunder by virtue of his position, tenure, salary, and other qualifications
(which may include nationality and residence), in all employee benefit plans,
programs or arrangements (including, without limitation, any plans, programs or
arrangements providing for retirement benefits, incentive compensation, profit
sharing, vacation, bonuses, disability benefits, health and life insurance, or
vacation and paid holidays) established by the Company for, or made available
to, its senior executives.

         3.2 Reimbursement of Expenses. The Company will reimburse the Executive
for reasonable travel and other business expenses incurred by him in the
fulfillment of his duties hereunder upon presentation by the Executive of an
itemized account of such expenditures, in accordance with Company practices
consistently applied.

         4. TERMINATION OF EMPLOYMENT

         4.1 Termination Without Cause; Resignation For Good Reason.

         4.1.1 General. If, prior to the expiration of the Employment Term, the
Executive's employment is terminated by the Company without Cause (as defined in
Section 4.3), or if the Executive resigns from his employment hereunder for Good
Reason (as defined in Section 4.4), the Executive shall be entitled under this
Agreement to convert his employment to a guaranteed consultancy at the
Executive's sole discretion for the remainder of the Employment Term. Such
consultancy may be terminated by the Company only for Cause (as defined in
Section 4.3) and

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shall remain an obligation of the Company notwithstanding a Change in Control
(as defined in Section 4.5). As a consultant, the Executive shall perform such
services as are mutually agreed between the Executive and the Company and the
Executive shall honor the convenants in Section 6.0; provided, however, that the
Executive shall not be required to perform services in the United Kingdom and
the Company understands that he shall not do so. Unless otherwise determined by
the Board, the compensation to be paid the Executive shall be US$50,000 per
annum. Nothing in this Agreement shall be construed to diminish or alter the
rights of the Executive provided for in the Company's Staff Share Option Plan
(the "Staff Plan") and the Executive Plan in the event of his termination
without Cause or resignation for Good Reason in any options granted to him under
such Plans. Notwithstanding the conversion of the Executive's employment to a
guaranteed consultancy, the Executive shall be deemed to have remained in the
employ of the Company within the meaning of the Executive Plan and Staff Plan
and all unvested options granted in the Executive's Share Option Agreement(s)
shall vest on the schedule(s) set in that (those) agreement(s). For determining
the exercise date of the options that vest during the period of the Executive's
consultancy, the date of termination of employment shall be the date of
expiration of the guaranteed consultancy under this Agreement.

         4.1.2 Date of Termination or Resignation. The date of termination of
employment without Cause shall be the date specified in a written notice of
termination to the Executive. The date of resignation for Good Reason shall be
the date specified in a written notice of resignation from the Executive to the
Company, or, if no date is specified therein, 10 business days after receipt by
the Company of notice of resignation from the Executive, provided, however, that
no such written notice shall be effective unless the cure period specified in
Section 4.4 has expired without the Company having corrected, to the reasonable
satisfaction of the Executive, the event or events subject to cure.

         4.1.3 Options. Nothing in this Agreement shall be construed to diminish
or alter the rights of the Executive provided for in the Staff Plan and the
Executive Plan in the event of his termination without Cause or resignation for
Good Reason in any options granted to him under such Plans.

         4.2 Termination for Cause; Resignation Without Good Reason.

         4.2.1 General. If, prior to the expiration of the Employment Term, the
Executive's employment is terminated by the Company for Cause, or if the
Executive resigns from his employment hereunder without Good Reason, the
Executive shall be entitled under this Agreement only to payment of his base
salary earned through and including the date of termination or resignation. The
Executive shall have no further right to receive any other compensation, or to
participate in any other plan, arrangement, or benefit, after such termination
or resignation of employment, provided, however, that nothing in this Agreement
shall be construed to diminish or alter the rights of the Executive provided for
in the Staff Plan and the



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Executive Plan in the event of his termination for Cause or resignation without
Good Reason in any options granted to him under such Plans.

         4.2.2 Date of Termination or Resignation. The date of termination for
Cause shall be the date specified in a written notice of termination provided
for in Section 4.2.3, provided, however, that no such written notice shall be
effective unless the cure period specified in Section 4.2.3 has expired without
the Executive having corrected, to the reasonable satisfaction of the Board, the
event or events subject to cure. The date of resignation without Good Reason
shall be the date specified in a written notice of resignation from the
Executive to the Company, or, if no date is specified therein, 10 business days
after receipt by the Company of notice of resignation from the Executive.

         4.2.3 Notice of Termination. Termination of the Executive's employment
for Cause shall be communicated by delivery to the Executive of a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to the Executive and reasonable
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board prior to such vote), finding that in the good faith
opinion of the Board an event constituting Cause for termination in accordance
with Section 4.3 has occurred and specifying the particulars thereof (a "Notice
of Termination"). If the event constituting Cause for termination is of a type
specified in Section 4.3(iii), the Executive shall have 20 business days from
the date of receipt of such Notice of Termination to effect a cure of the event
described therein and, upon cure thereof by the Executive to the reasonable
satisfaction of the Board, such event shall no longer constitute Cause for
purposes of this Agreement.

            4.3 Cause. Termination for "Cause" means termination of the
Executive's employment because of the Executive's (i) involvement in fraud,
misappropriation or embezzlement related to the business or property of the
Company, (ii) conviction for, or guilty plea to, a felony or a crime of similar
gravity in the jurisdiction where such conviction or guilty plea occurs, or
(iii) willful breach of any of the material terms of this Agreement (it being
acknowledged by the parties that such material terms include, without
limitation, the Executive's covenants pursuant to Sections 1.2 and 6).

         4.4 Good Reason. For purposes of this Agreement, "Good Reason" means
the Executive's good faith determination that any of the following has occurred:
(i) any significant diminution, without the Executive's prior written consent,
in the Executive's position, duties, responsibilities, power, title or office,
(ii) any breach by the Company of any material provision of this Agreement, or
(iii) the circumstances described in Section 4.5. Unless the Executive provides
written notification of an event described in clause (i) or (ii) of the
preceding sentence within 30 days after the Executive knows or has reason to
know of the occurrence of any such event, the Executive shall be deemed to have
consented thereto and such event shall no longer constitute Good Reason for
purposes of this Agreement. If the Executive provides such written



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notice to the Company, the Company shall have 20 business days from the date of
receipt of such notice to effect a cure of the event described therein and, upon
cure thereof by the Company to the reasonable satisfaction of the Executive,
such event shall no longer constitute Good Reason for purposes of this
Agreement.

         4.5 Change in Control. (a) In the event of a Change in Control (as
defined in subsection (b) below), the Executive agrees that he shall continue as
Chairman of the Board of the Company for a period of at least six months from
the effective date of such Change in Control, unless his employment shall be
earlier terminated by the Company. For a period of three months following such
six-month period, the Executive shall have the right to resign his employment
hereunder on 10 business days' written notice to the Company. Any such
resignation shall be treated as a resignation for Good Reason for purposes of
this Agreement and for purposes of any other arrangement between the Company and
the Executive which incorporates by reference the definition of "Good Reason"
set forth in this Agreement.

         (b) For purposes of this Agreement, a "Change in Control" means:

         (i) the acquisition by any individual, entity or group of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the United States
Securities Exchange Act of 1934, as amended) of more than 50% of the then-
outstanding voting securities of the Company entitled to vote generally in the
election of directors or of equity securities having a value equal to more than
50% of the total value of all equity securities of the Company, provided,
however, that the following acquisitions of shares or other securities shall not
constitute a Change in Control: (I) any acquisition directly from the Company,
(II) any acquisition by the Company, and (III) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its affiliates; or

         (ii) individuals who as of the effective date of this Agreement
constitute the Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, except that any director whose election or
nomination for election was approved by the vote of at least a majority of
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding for this purpose
any individual whose initial assumption of office occurs as the result of either
an actual or threatened election contest or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board.

         5. DEATH OR PERMANENT DISABILITY

         5.1 Death. If the Executive's employment hereunder is terminated by
death, the Executive's estate shall be entitled only to payment of the
Executive's base salary earned through and including the date of the Executive's
death and the Company shall have no further obligations under this Agreement,
provided, however, that nothing in this Agreement shall be


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construed to diminish or alter the rights of the Executive's estate provided for
in the Staff Plan and the Executive Plan in the event of his death in any
options granted to him under such Plans.

         5.2 Permanent Disability. In the event that the Board terminates the
Executive's employment as a result of a physical or mental incapacity which
substantially prevents the Executive from performing his duties as an employee
and that has continued at least six months and can reasonably be expected to
continue indefinitely, the Executive shall be entitled only to payment of
Executive's base salary earned through and including the last day of such
six-month period. The Company shall have no further obligations under this
Agreement, except as may be provided under any long-term disability policy
maintained by the Company and in which the Executive participated at the time of
his termination of employment, provided, however, that nothing in this Agreement
shall be construed to diminish or alter the rights of the Executive provided for
in the Staff Plan and the Executive Plan in the event of such incapacity in any
options granted to him under such Plans. Any dispute as to whether or not the
Executive is incapacitated within the meaning of the preceding sentence shall be
resolved by a physician reasonably satisfactory to the Board and the Executive.

         6. CONFLICT OF INTEREST, NONINTERFERENCE AND CONFIDENTIALITY

         6.1 Conflict of Interest. During the period of the Executive's
employment hereunder, the Executive shall not, unless he receives the prior
written consent of the Company, directly or indirectly, own an interest in,
manage, operate, join, control, lend money or render financial or other
assistance to or participate in or be connected with, as an officer, employee,
partner, stockholder, consultant or otherwise (other than as a stockholder or
investor holding not more than 5% interest) of, any individual, partnership,
firm, corporation or other business organization or entity that, at such time,
is engaged in the business of producing or distributing orthopaedic products
manufactured, distributed or sold by the Company, provided, however, that prior
written consent is hereby deemed to have been given for the Executive's
interests in Arrow Medical, Chelle Medical, and LMA International S.A.,
including the latter corporation's subsidiaries Verona Controllo Qualita and
Forefront Medial Technology Pty.

            6.2 No Solicitation or Interference. During the period of three
years following the Executive's voluntary or involuntary termination of
employment for any reason, the Executive shall not, whether for his own account
or for the account of any other individual, partnership, firm, corporation or
other business organization, directly solicit, endeavor to entice away from the
Company, directly or indirectly induce to terminate employment or business
relations with the Company, or otherwise interfere with the relationship of the
Company with, any person or entity who is, or was within the one-year period
ending on the Executive's date of termination, (a) employed by or otherwise
engaged to perform services for the Company, or (b) a customer or client of the
Company.

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         6.3 Trade Secrets. During the period of the Executive's employment
hereunder and at all times thereafter, the Executive shall hold in secrecy for
the Company all trade secrets and other confidential information relating to the
Company's business and affairs that may come to his knowledge or have come to
his knowledge while heretofore employed by the Company, including but not
limited to matters of a technical nature, such as scientific, trade or
engineering secrets, "know-how", formulae, secret processes or machines,
inventions, and research projects, and matters of a business nature, such as,
information about costs, profits, markets, sales, lists of customers and
suppliers, and other information of a similar nature, and plans for future
development. Notwithstanding the preceding sentence, the Executive shall not be
required to maintain the confidentiality of any information which (i) is or
becomes available to the public other than as a result of disclosure by the
Executive in violation of this Section 6.3 or (ii) the Executive is required to
disclose under any applicable laws, regulations or directives of any government
agency, tribunal or authority having jurisdiction in the matter or under
subpoena or other process of law. Except as required in the performance of his
duties to the Company under this Agreement, the Executive shall not use for his
own benefit or disclose to any person, directly or indirectly, any trade secrets
or other confidential information relating to the Company's business and affairs
unless such use or disclosure has been specifically authorized in writing by the
Company in advance.

         6.4 Return of Documents and Property. Upon the termination of the
Executive's employment by the Company, the Executive (or his heir or personal
representative) shall deliver to the Company (a) all documents and materials
containing trade secrets and other confidential information relating to the
Company's business and affairs, and (b) all other documents, materials and other
property belonging to the Company or its affiliated companies that are in the
possession or under the control of the Executive.

         6.5 Remedies. The Executive acknowledges that a breach of any of the
covenants contained in this Section 6 may result in material irreparable injury
to the Company or its affiliates or subsidiaries for which there is no adequate
remedy at law and that it will not be possible to measure damages for such
injuries precisely. Accordingly, the Company shall be entitled to the remedies
of injunction and specific performance, or either of such remedies, as well as
all other remedies to which the Company may be entitled, at law, in, equity or
otherwise.

         7. MISCELLANEOUS

         7.1 Notices. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed to have been effectively made or
given if personally delivered, or if telegraphed, telexed or cabled to the other
party at its address set forth below in this Section 7.1, or at such other
address as such party may designate by written notice to the other party hereto.
Any effective notice hereunder shall be deemed given on the date personally
delivered or on the date telegraphed, telexed, or cabled, as the case may be, at
the following address:



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            (i)     If to the Company:

                    Orthofix International N.V.
                    7 Abraham de Veerstraat
                    Curacao
                    Netherlands Antilles

            (ii)    If to the Executive:

                    Mr. Robert Gaines-Cooper
                    Plantation Bois Noir, PO Box 221
                    Anse Aux Pins
                    Mahe, Seychelles
                    Indian Ocean

         7.2 Disputes. Any disputes under this Agreement between the parties
hereto shall be settled by arbitration in New York, New York under the auspices
of, and in accordance with the rules of, the American Arbitration Association,
by an arbitrator who is mutually agreeable to the parties hereto. The decision
in such arbitration shall be final and conclusive on the parties and judgment
upon such decision may be entered in any court having jurisdiction thereof.
Pending resolution of any dispute, any amounts payable pursuant to the terms of
the Agreement shall be made as and when due.

         7.3 Severability. If a court of competent jurisdiction determines that
any term or provisions hereof is invalid or unenforceable, (a) the remaining
terms and provisions hereof shall be unimpaired and (b) such court shall have
the authority to replace such invalid or unenforceable term or provisions with a
term or provisions that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.

         7.4 Entire Agreement. This Agreement represents the entire agreement of
the parties and shall supersede any and all previous contracts, arrangements or
understandings between the Company and the Executive relating to the Executive's
employment by the Company, except that this Agreement shall not alter or impair
any of the Executive's rights under awards made to him pursuant to the Staff
Plan or the Executive Plan. The Agreement may be amended at any time only by
mutual agreement of the parties hereto.

         7.5 Withholding. The Company shall be entitled to withhold, or cause to
be withheld, from payment any amount of withholding taxes required by law with
respect to payments made to the Executive in connection with his employment.



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         7.6 Governing Law. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the Netherlands Antilles without
reference to rules relating to conflict of law.

         7.7 Assignment and Successors. This Agreement shall be binding upon and
inure to the benefit of, and shall be enforceable by the Executive and the
Company, their respective heirs, executors, administrators and assigns. In the
event the Company is merged, consolidated, liquidated by a parent corporation,
or otherwise combined into one or more corporations, the provisions of this
Agreement shall be binding upon and inure to the benefit of the parent
corporation or the corporation resulting from such merger or to which the assets
shall be sold or transferred, which corporation from and after the date of such
merger, consolidation, sale or transfer shall be deemed to be the Company for
purposes of this Agreement. In the event of any other assignment of this
Agreement by the Company, by operation of law or otherwise, the Company shall
remain primarily liable for its obligations hereunder. This Agreement shall not
be assignable by the Executive.

         7.8 Headings. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

         7.9 Counterparts. This Agreement may be executed by either of the
parties hereto in counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                   ORTHOFIX INTERNATIONAL N.V.

                                   By: /s/ Jerry C. Benjamin
                                      ------------------------------
                                         Name: Jerry C. Benjamin
                                         Title: Director



                                    /s/ Robert Gaines-Cooper
                                   ---------------------------------
                                        Robert Gaines-Cooper

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