Exhibit 10.1


 


AMENDMENT NUMBER TWO


TO THE DJ ORTHOPEDICS, INC.


2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


 


 


This
Amendment Number Two to the dj Orthopedics, Inc. 2001 Non-Employee Director
Stock Option Plan (“Amendment Number Two”) is made this 3rd day of
May 2005 (“Effective Date”), with reference to the following facts:


 


WHEREAS,
the dj Orthopedics, Inc. 2001 Non-Employee Director Stock Option Plan was
adopted and became effective on November 6, 2001 and amended by Amendment
Number One thereto on May 29, 2003 (collectively, the “Plan”);


 


WHEREAS,
the Board of Directors of dj Orthopedics, Inc. (“Board”) desires to modify
certain terms of the Plan as set forth below:


 


NOW,
THEREFORE, the Plan is hereby amended in the following respects (capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Plan):


 


1.                   Clause
(ii) of Section 5(a) Automatic, Nondiscretionary Grants is amended
to read in its entirety as follows:


 


“On
the date of each annual meeting of the stockholders of the Corporation,
commencing with the year 2005, each Non-Employee Director (as determined
immediately after the consummation of such annual meeting) shall be
automatically granted an Option pursuant to this Section 5(a) on
the date of such meeting to purchase up to 15,000 shares (without making any
adjustment under the Plan or otherwise for any stock split, stock dividend or
similar recapitalization event occurring on or prior to the Effective Date) of
Common Stock, subject to the terms and conditions set forth in the Plan;
provided, however, that any such Non-Employee Director who was first elected or
appointed to the Board within the 12-month period preceding such annual meeting
shall be granted an Option for a number of shares of Common Stock that is derived
by multiplying 15,000 times the number of calendar months between the date of
such election or appointment and the date of such meeting (beginning with the
first full month after such appointment and ending with the month in which the
meeting occurs) and dividing the product by 12.”


 


2.               The
first sentence of Section 7(a)(i) is amended in its entirety as follows:


 


“Each
Option granted under Section 5(a)(i) of the Plan on or after the Effective
Date of Amendment Number One shall vest and become


 





















 


exercisable
as to all Option Shares covered thereby on the first anniversary of the date of
grant of such Option, and each Option granted under Section 5(a)(ii) of
the Plan on or after the Effective Date of Amendment Number Two shall vest and
become exercisable immediately on the date of grant of such Option.”


 


3.               Clauses
(ii) and (iii) of Section 7(b) Term of Option are amended to extend
the post-termination exercise period as follows for Options granted after the
Effective Date of Amendment Number Two:


 


“(ii)
the third anniversary of the date on which the Optionee to whom such Option was
granted ceases to be a Non-Employee Director (such event, a “Termination”),
unless such Termination is a Termination for Cause (as defined in subparagraph
(iv) below);


 


(iii)
[intentionally deleted]”


 


 


	
   

  	
  dj Orthopedics,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
  Donald M. Roberts