ORTHOFIX INTERNATIONAL N.V.
AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
adopted by the Board: April 15, 2004
approved by shareholders: June 29, 2004
amended and restated: November 5, 2004
1. Purposes of the Plan
The purposes of the Plan are to provide an incentive to certain officers, employees, directors and consultants of
the Company and its Subsidiaries to increase their interest in the Company's success by offering them an
opportunity to obtain a proprietary interest in the Company through the grant of equity-based awards.
2. Definitions and Rules of Construction
(a) Definitions. For purposes of the Plan, the following capitalized words shall have the meanings set forth below:
"Award" means an Option, Restricted Share Unit, Performance Share Unit, Stock Appreciation Right or Other
Award granted by the Committee pursuant to the terms of the Plan.
"Award Document" means an agreement, certificate or other type or form of document or documentation
approved by the Committee which sets forth the terms and conditions of an Award. An Award Document may
be in written, electronic or other media, may be limited to a notation on the books and records of the Company
and, unless the Committee requires otherwise, need not be signed by a representative of the Company or a
"Board" means the Board of Directors of the Company.
"CEO" means the Chief Executive Officer of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board or such other committee appointed by the Board
to administer the Plan.
"Common Shares" means the Common Shares of the Company, par value $0.10 per share, or such other class of
shares or other securities as may be applicable under Section 13(b) of the Plan.
"Company" means Orthofix International N.V. or any successor to substantially all of its business.
"Discounted Option" means a Nonqualified Stock Option or a Stock Appreciation Right with an exercise pric