By Executive. Notwithstanding the provisions of Section 3, Executive may terminate Executive’s employment under this Agreement for any reason whatsoever or no reason at all, in the sole discretion of Executive. In such case, Executive must deliver to the Company written notice of such termination at least 30 days before the effective date of such termination, unless otherwise provided in this Agreement.

By Executive. Executive shall indemnify, defend, and hold [[Orthofix:Organization]] and its subsidiaries, and affiliates and each of their officers, directors, employees, agents, and shareholders free and harmless from any and all claims, demands, losses, suits, judgments, penalties, and liabilities of any kind and nature whatsoever (including, without limitation, reasonable attorney’s fees and costs, through the appellate process, if any) arising in any way out of # a breach by Executive of this Agreement or the representations and warranties contained in Section 3, or # the negligence or willful misconduct of Executive.

By Executive. Notwithstanding any of the foregoing provisions in this Agreement, Executive may terminate or elect not to extend his employment hereunder without notice at any time. In the event of a termination or election not to extend the Term by Executive for any reason other than Good Reason, including the death or Disability of Executive, Executive shall be entitled to receive only the compensation that has been earned and benefits and reimbursements that have accrued as of the date of termination but no other monies or benefits other than continuing benefits under any retirement plan, disability insurance policy, or life insurance policy payable by virtue of the retirement, death or disability of Executive having occurred prior to such termination of employment. Upon termination of Executive’s employment by Executive for whatever reason, Executive shall continue to be bound by the provisions set forth in Sections 8, 9, 10 and 11 hereof.

By Executive. The employment of Executive by the Company pursuant to this Agreement may be terminated by Executive by written notice to the Company of his resignation (a “Notice of Resignation”) at any time.

By Executive. Executive shall indemnify, defend and hold harmless Parent and its Affiliates (including Sole Member and Company) and their respective managers, directors, officers, employees, professional advisors, and other agents from and against all Losses incurred or sustained by, or imposed upon, any of the foregoing to the extent based upon, arising out of, with respect to or by reason of: # any breach of Executive’s or Buyer’s (if Executive is not the Buyer) obligations under this Amendment, # the Assumed Liabilities or # third party claims resulting from grossly negligent or willful or reckless acts or omissions of Executive in connection with his employment with Company.

By Executive. The Executive may terminate this Agreement and his employment with the Company, for the following reasons:

By Executive. The employment of Executive by the Company pursuant to this Agreement may be terminated by Executive by written notice to the Company of his resignation (a “Notice of Resignation”) at any time. In the event the employment by the Company of Executive is terminated pursuant to this Section 10(f), Executive shall be entitled to receive the Accrued Obligations, payable no later than thirty (30) days after the Date of Termination, and no more; provided, however, that if Executive terminates his employment due to # a material adverse diminution of Executive’s job title or responsibilities from those currently in effect; or # a relocation of Executive’s principal place of employment more than 100 miles from its current location without his consent, then Executive shall instead be entitled to the compensation provided for in Section 10(e) hereof, subject to the requirement set forth therein to execute and not revoke the Release.

Release By Executive. In order to receive the benefits provided by this [Section 6(d)] or [Section 6(e)], Executive shall deliver to the Company within 21 days following Executive’s termination of employment, a full and complete release, in form and substance reasonably acceptable to the Company, of all claims, known or unknown, that Executive may have against the Company, other than claims for indemnification, workers compensation or under the Company’s 401(k) plan. The benefits provided by this [Section 6(d)] or [Section 6(e)] will be forfeited on the 28th day following the Termination Date if the Company has not been provided with such a release by such date.

Termination by Executive. Executive shall have the right, at his election, to terminate his employment with the Company upon 2 months’ advance written notice to the Company to that effect; provided, however, that the Company may in its discretion waive the advance notice period.

Resignation by Executive. The Executive may resign as an Executive of the Employer at any time by giving to the Employer at least ninety (90) days prior written notice (“Executive’s Notice Period”) of the effective date of such resignation to provide the Employer with sufficient time to hire and train his replacement. Upon receipt of such notice, the Employer may either: