**Exhibit 10.2**

** **

**AMENDMENT NUMBER ONE**

**TO**

**NONSTATUTORY STOCK OPTION AGREEMENT**

** **

This AmendmentNumber One to Nonstatutory Stock Option Agreement (“Amendment”), dated as of March 7,2009, is made by and between DJO Incorporated, a Delaware corporation (the “Company”)and                  (the “Optionee”).

 

**WHEREAS,** the Company and Optionee havepreviously entered into that certain Nonstatutory Stock Option Agreement (the “Agreement”)dated              ,2008 under which the Company granted Optionee an option to purchase shares ofCommon Stock on terms and conditions set forth therein;

 

**WHEREAS,**the Company and Optionee desire toamend the Agreement and thereby amend the terms of the option granted pursuantto the Agreement in the manner set forth in this Amendment;

 

**NOW, THEREFORE,** the parties hereby agree asfollows.  Capitalized terms used but notdefined herein shall have the meanings ascribed to them in the Agreement.

 

**1.****             **Amendment ofCertain Definitions.

 

(a)           A new Section 1(n) ishereby inserted to read as follows:

 

## “(n)         “IRR” shall mean, as determined by the Board based on ananalysis provided by the Company’s management, Blackstone’s annually compoundedinternal rate of return based on the applicable sale price of Blackstone’saggregate investment in the Company taking into account all dividends,distributions, and other proceeds received by Blackstone, but excluding anyfees paid to Blackstone pursuant to that certain Monitoring Agreement by andbetween the Company and Blackstone dated November 3, 2006, as amended fromtime to time, or any successor thereto, and based on the assumption that allshares available for or subject to award under the Plan are outstanding sharesof Company common stock.”

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(b)           Anew Section 1(o) is hereby inserted to read as follows:

 

“(o)         “MOIC” shall mean the multiple ofBlackstone’s aggregate invested equity capital in the Company since its initialinvestment in the Company through the date of determination as determined bythe Board based on an analysis provided by the Company’s management.  It being understood that the invested capitalon the date here of equals $792 million.”

 

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(c)           Sections1(n) and (o) and all other subsections of Section 1 as theyexisted prior to the preceding amendments shall not be deleted, but are hereby “renumbered”in an appropriate fashion.

 

**2.****             **Amendment toFirst Performance-Based Tranche of Vesting.

 

(a)           Section 4(b) of theAgreement is hereby amended to substitute the attached version of Attachment Afor the version thereof previously attached to the Agreement.  Each reference in Section 4(b) ofthe Agreement to “Attachment A” shall be considered as a reference toAttachment A attached to this Amendment.

 

(b)           Thelast paragraph in section 4(b) is hereby amended in its entirety to readas follows:

 

## **“**Any Option Sharesin the First Performance-Based Tranche which the Optionee does not earn theright to exercise at any of the dates set forth above shall remain capable ofvesting at any of the later dates set forth above in the following manner.  If the Option Shares in the FirstPerformance-Based Tranche on any of the dates set forth above (the “CurrentDate”) vest in any percentage between 80% and 100% on such date (the “CurrentVesting Percentage”), then the Option Shares in the First Performance-Based Tranchethat were subject to vesting at any earlier date set forth above that did notvest at such earlier date in the same or a greater percentage as the CurrentVesting Percentage shall vest and be exercisable on the Current Date at thesame percentage as the Current Vesting Percentage.  Any Option Shares in the FirstPerformance-Based Tranche that have not vested by the latest date set forthabove shall thereupon expire and terminate.”

## ** **

**3.            **Amendmentto Second Performance-Based Tranche of Vesting.  Section 4(c) of the Agreement ishereby amended in its entirety to read as follows:

 

“(c)         TheOption Shares in the Second Performance-Based Tranche shall become vested andexercisable on such date, if any, prior to the expiration of the term hereof,that all of the following three conditions are satisfied:  (i)  Blackstone shall have disposed ofsome or all of its holdings of common stock in the Company; (ii) Blackstoneshall have realized an IRR on its aggregate investment in the common stock ofthe Company of at least 22.5%; and (iii) Blackstone shall have realized aMOIC in the Company of at least 2.5 times.”

 

**3.            **Section 4(d) ofthe Agreement is hereby amended in its entirety to read as follows:

 

## “(d)  Notwithstanding theforegoing, (i) the Option Shares of the Time-Based Tranche granted herebyshall become immediately exercisable upon the occurrence of a Change in Controlif Optionee remains in the continuous employ of the Company or any Subsidiaryuntil the date of the consummation of such Change in 

 

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## Control, and (ii) the Option Shares ofthe First Performance-Based Tranche for the year in which such Change ofControl is consummated and for any subsequent year in the Performance Periodshall become immediately exercisable if the Optionee remains in the continuousemploy of the Company or any Subsidiary until the date of consummation of suchChange in Control.”

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**4.**             Section 4(g) ofthe Agreement is hereby amended in its entirety to read as follows:

 

## “(g) All of the financialfactors utilized to establish the vesting of the Option Shares in the FirstPerformance-Based Tranche shall be determined by the Board based on an analysisprovided by the Company’s management and any such determination shall be finaland binding on Optionee for all purposes under this Agreement.”

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# **5.**             Counterparts.  This Amendment may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same agreement.

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**6.            **Effectof Amendment.  Except as specificallyamended by this Amendment, the Agreement remains in force and unmodified andits terms and provisions, as amended hereby, remain in full force and effect.

 

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IN WITNESS WHEREOF, the Company has caused this Amendment to beexecuted on its behalf by its duly authorized officer and the Optionee hasexecuted this Amendment, as of the day and year first above written.

 

 
|   | **DJO INCORPORATED:**                                   |
|--------|---------------------------------------------------------|
|   |                                                    |
|   |                                                    |
|   | DONALD ROBERTS                                          |
|   | Executive Vice President, General Counsel and Secretary |

 

 

I hereby agreeto be bound by the terms of the Plan, the Agreement as amended by thisAmendment and the Stockholder’s Agreement. I hereby further agree that all the decisions and determinations of theBoard or an officer of the Company as provided in the Agreement as amended bythis Amendment shall be final and binding.

 

 
|   | **OPTIONEE:** |
|--------|---------------|
|   |          |
|   |          |

 

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