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                                                                   Exhibit 10.47


                              dj ORTHOPEDICS, INC.


                        2001 EMPLOYEE STOCK PURCHASE PLAN


         1.       ESTABLISHMENT OF PLAN.

                  Dj Orthopedics, Inc. (the "COMPANY") proposes to grant options
for purchase of the Company's Common Stock to eligible employees of the Company
and its Designated Subsidiaries pursuant to this 2001 Employee Stock Purchase
Plan (this "PLAN"). For purposes of this Plan, the terms "PARENT CORPORATION"
and "SUBSIDIARY" shall have the same meanings as "PARENT CORPORATION" and
"SUBSIDIARY CORPORATION" in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "CODE"). The term "DESIGNATED
SUBSIDIARIES" means Parent Corporations or Subsidiaries that the Board of
Directors of the Company (the "BOARD") designates from time to time as
corporations that shall participate in this Plan. The Company intends this Plan
to qualify as an "EMPLOYEE STOCK PURCHASE PLAN" under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Any term not expressly defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 1,000,000 shares of the Company's Common Stock (without making any
adjustment under this Plan or otherwise for any stock split, stock dividend or
similar recapitalization event occurring prior to the First Offering Date (as
defined in SECTION 5)) is reserved for issuance under this Plan. In addition, on
each January 1, commencing on January 1, 2003, the aggregate number of shares of
the Company's Common Stock reserved for issuance under this Plan shall be
increased automatically by a number of shares equal to 1.0% of the total number
of outstanding shares of the Company's Common Stock on the immediately preceding
December 31; PROVIDED, that the Board or the Committee (as defined in SECTION 3)
may in its sole discretion reduce the amount of the increase in any particular
year; and, PROVIDED, FURTHER, that the aggregate number of shares issued over
the term of this Plan shall not exceed 5,000,000 shares of Common Stock. Such
number shall be subject to adjustments effected in accordance with SECTION 14.


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         2.       PURPOSE.

                  The purpose of this Plan is to provide eligible employees of
the Company and Designated Subsidiaries with a convenient means of acquiring an
equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and Designated
Subsidiaries, and to provide an incentive for continued employment.

         3.       ADMINISTRATION.

                  This Plan shall be administered by the Compensation Committee
of the Board (the "COMMITTEE"). Subject to the provisions of this Plan and the
limitations of Section 423 of the Code or any successor provision in the Code,
all questions of interpretation or application of this Plan shall be determined
by the Committee and its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no compensation for their
services in connection with the administration of this Plan, other than standard
fees as established from time to time by the Board for services rendered by
Board members serving on Board committees. All expenses incurred in connection
with the administration of this Plan shall be paid by the Company.

         4.       ELIGIBILITY.

                  Any employee of the Company or the Designated Subsidiaries is
eligible to participate in an Offering Period (as defined in SECTION 5) under
this Plan except the following: (a) employees who are not employed by the
Company or a Designated Subsidiary prior to the beginning of such Offering
Period or prior to such other date as specified by the Committee; (b) employees
who are customarily employed for less than twenty (20) hours per week; (c)
employees who are customarily employed for five (5) months or less in a calendar
year; (d) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Designated Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold


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options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Designated Subsidiaries; and (e) individuals who provide services to the
Company or any of its Designated Subsidiaries as independent contractors who are
reclassified as common law employees for any reason except for federal income
and employment tax purposes. Notwithstanding anything contained herein to the
contrary, an employee of the Company or the Designated Subsidiaries may not
participate in more than one Offering Period at a time.

         5.       OFFERING DATES.

                  The offering periods of this Plan (each, an "OFFERING PERIOD")
shall be of twenty-four (24) months duration commencing on January 1 and July 1
of each year and ending on June 30 and December 31 of each year; PROVIDED,
HOWEVER, that the first such Offering Period shall commence on the first
Business Day on which price quotations for the Company's Common Stock are
reported on the national securities exchange or national market system on which
the Company's Common Stock shall first be listed, admitted to trading or traded
(the "FIRST OFFERING DATE") and shall end on December 31, 2003. Each Offering
Period shall consist of four (4) consecutive Purchase Periods (individually, a
"PURCHASE PERIOD") during which payroll deductions of the participants are
accumulated under this Plan. Except for the first Purchase Period of the first
Offering Period, each Purchase Period shall be of six months duration. The first
Purchase Period of the first Offering Period shall begin on the First Offering
Date and end on June 30, 2002, and the remaining three (3) Purchase Periods of
such Offering Period shall respectively consist of the three six-month periods
following consecutively thereafter. The first Business Day of each Offering
Period is referred to as the "OFFERING DATE". The last Business Day of each
Purchase Period is referred to as the "PURCHASE DATE". The Committee shall have
the power to change the Offering Dates, the Purchase Dates and the duration of
Offering Periods or Purchase Periods without stockholder approval if such change
is announced prior to the relevant Offering Period or prior to such other time
period as specified by the Committee. For purposes of this Plan, the term
"BUSINESS DAY" means any day, other than a Saturday, Sunday or a day on which
banking institutions in the States of California and New York are authorized or
obligated by law or executive order to close.


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         6.       PARTICIPATION IN THIS PLAN.

                  Eligible employees may become participants in an Offering
Period under this Plan on the Offering Date of such Offering Period, after
satisfying the eligibility requirements to participate in such Offering Period
as set forth in this Plan, by delivering a subscription agreement, substantially
in the form attached hereto as EXHIBIT A, to the Company prior to such Offering
Date, or such other date as specified by the Committee. Notwithstanding the
foregoing, the Committee may set a later time for delivering the subscription
agreement authorizing payroll deductions for all eligible employees with respect
to a given Offering Period. An eligible employee who does not deliver a
subscription agreement to the Company by such Offering Date, or such other date
as specified by the Committee, shall not participate in that Offering Period
unless such employee enrolls in this Plan by delivering a subscription agreement
to the Company prior to such later time as may be set by the Committee. Once an
employee becomes a participant in an Offering Period, such employee will
automatically participate in the Offering Period commencing immediately
following the last day of the prior Offering Period unless the employee
withdraws or is deemed to withdraw from this Plan or terminates further
participation in the Offering Period as set forth in SECTION 11. Such
participant is not required to deliver any additional subscription agreement in
order to continue participation in this Plan.

         7.       GRANT OF OPTION ON OFFERING DATE.

                  Enrollment by an eligible employee in this Plan with respect
to an Offering Period will constitute the grant (as of the Offering Date) by the
Company to such employee of an option to purchase on each Purchase Date of such
Offering Period up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during the Purchase Period ending on such Purchase Date by (b)
the lesser of (i) eighty-five percent (85%) of the Fair Market Value of a share
of the Company's Common Stock on the Offering Date (but in no event less than
the par value of a share of the Company's Common Stock), or (ii) eighty-five
percent (85%) of the Fair Market Value of a share of the Company's Common Stock
on such Purchase Date (but in no event less than the par value of a share of the
Company's Common Stock); PROVIDED, HOWEVER, that the number of shares of the
Company's Common Stock subject to any option granted pursuant to this


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Plan shall not exceed the maximum number of shares set by the Committee pursuant
to SECTION 10 with respect to the applicable Purchase Date. The Fair Market
Value of a share of the Company's Common Stock shall be determined as provided
in SECTION 8.

         8.       PURCHASE PRICE.

                  The purchase price per share at which a share of Common Stock
will be sold on each Purchase Date of any Offering Period shall be eighty-five
percent (85%) of the lesser of (x) the Fair Market Value of a share of the
Company's Common Stock on the Offering Date (but in no event less than the par
value of a share of the Company's Common Stock) or (y) the Fair Market Value of
a share of the Company's Common Stock on such Purchase Date (but in no event
less than the par value of a share of the Company's Common Stock). For purposes
of this Plan, the term "FAIR MARKET VALUE" means, on any date, for any security,
(i) if such security is of a class or series of securities then listed or
admitted to trading on any national securities exchange or traded on any
national market system, the closing sale price on such date or, if no such sale
takes place on such date, the average of the closing bid and ask prices on such
date, in each case as officially reported on the principal national securities
exchange or national market system on which securities are then listed, admitted
to trading or traded, (ii) if such security is not of a class or series of
securities then listed or admitted to trading on any national securities
exchange or traded on any national market system, or else if no closing sale
price or closing bid and ask prices thereof are then so reported by any such
exchange or system, the average of the reported closing bid and ask prices for
such security in the over-the-counter market on such date as shown by the NASD
automated quotation system, or if such securities are not then quoted on such
system, as published by the National Quotation Bureau, Incorporated or any
similar successor organization, and in either case as reported by any member
firm of the New York Stock Exchange selected by the Company, and (iii) if such
security is not of a class or series of securities then listed or admitted to
trading on any national securities exchange or traded on any national market
system, or else if no closing sale price or closing bid and ask prices thereof
are then so reported by such exchange or system, or else if no closing bid and
ask prices thereof are then so quoted or published in the over-the-counter
market, the fair value of such security on such date, which shall be determined
in good faith by the Board; PROVIDED, HOWEVER, that, the Fair Market Value of a
share of the Company's Common Stock on the First Offering Date shall


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be the price per share at which shares of the Company's Common Stock are
initially offered for sale to the public by the Company's underwriters in the
initial public offering of the Company's Common Stock pursuant to a registration
statement on Form S-1 filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "SECURITIES ACT").

         9.       PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS;
                  ISSUANCE OF SHARES.

                  (a) The purchase price of the shares of Common Stock which
will be sold upon the exercise of any option granted under this Plan shall be
accumulated by regular payroll deductions made during each Offering Period. The
deductions shall be made as a percentage of the participant's Compensation in
whole one percent (1%) increments not less than one percent (1%), nor greater
than fifteen percent (15%) or such lower limit set by the Committee. The term
"COMPENSATION" shall mean all W-2 cash compensation, including, but not limited
to, base salary, wages, commissions, overtime, shift premiums and bonuses, plus
draws against commissions, PROVIDED, HOWEVER, that for purposes of determining a
participant's compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall be
treated as if the participant did not make such election. Payroll deductions
shall commence on the first payday of the Offering Period and shall continue to
the end of the Offering Period unless sooner altered or terminated as provided
in this Plan.

                  (b) A participant may increase or decrease the rate of payroll
deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions at any time prior to the commencement of
such Offering Period or during such Offering Period (or on or prior to such
dates prior to or during such Offering Period as may be specified by the
Committee), in which case the new rate shall become effective for the next
payroll period commencing after the Company's receipt of the authorization and
shall continue for the remainder of the Offering Period. Not more than one (1)
such change in the rate of payroll deductions may be made effective prior to the
commencement of an Offering Period or during any Purchase Period of an Offering
Period, unless otherwise specified by the Committee.

                  (c) A participant may reduce his or her payroll deduction
percentage to zero during an Offering Period by filing with the Company a
request for cessation of payroll deductions. Such reduction shall be effective
beginning with the next payroll period after the


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Company's receipt of the request and no further payroll deductions will be made
for the duration of the Offering Period. Payroll deductions credited to the
participant's account prior to the effective date of the request shall be used
to purchase shares of Common Stock of the Company in accordance with SECTION
9(f). A participant may not resume making payroll deductions during the Offering
Period in which he or she reduced his or her payroll deductions to zero.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and SECTIONS 4 and 10(a), a
participant's payroll deduction percentage may be decreased to zero at any time
during an Offering Period. The payroll deductions of a participant in an
Offering Period under this Plan who is subject to any such suspension pursuant
to this SECTION 9(d) shall automatically resume at the rate immediately in
effect prior to any such suspension, beginning at such time when such suspension
is no longer necessary to comply with Section 423(b)(8) of the Code or SECTION
4, SECTION 10(a) or any other applicable provision of this Plan, unless the
participant has terminated his or her participation in such Offering Period or
increased or decreased his or her rate of payroll deductions in accordance with
this SECTION 9, in which case such new rate shall be applicable, subject to the
further limitations of this Plan.

                  (e) All payroll deductions made for a participant are credited
to his or her account under this Plan and are deposited with the general funds
of the Company. No interest accrues on the payroll deductions. All payroll
deductions received or held by the Company may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.

                  (f) On each Purchase Date, so long as this Plan remains in
effect and provided that the participant has not submitted a signed and
completed withdrawal form before that date which notifies the Company that the
participant wishes to withdraw from that Offering Period under this Plan and
have all payroll deductions accumulated in the account maintained on behalf of
the participant as of that date returned to the participant, the Company shall
apply the funds then in the participant's account to the purchase of whole
shares of Common Stock reserved under the option granted to such participant
with respect to the Offering Period to the extent that such option is
exercisable on the Purchase Date. The purchase price per share shall be as
specified in SECTION 8. Any cash remaining in a participant's account after such
purchase of shares shall be


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carried forward, without interest, into the next Purchase Period or Offering
Period, as the case may be. In the event that this Plan has been oversubscribed,
all funds not used to purchase shares on the Purchase Date shall be returned to
the participant, without interest. No Common Stock shall be purchased on a
Purchase Date on behalf of any employee whose participation in this Plan has
terminated prior to such Purchase Date.

                  (g) At the time any option granted under this Plan is
exercised, in whole or in part, or at the time some or all of the Common Stock
sold upon the exercise of any option granted under this Plan is disposed of, the
participant to whom such option was granted shall make adequate provision for
the Company's federal, state or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At
any time, the Company may, but shall not be obligated to, withhold from the
participant's compensation the amount necessary for the Company to meet
applicable withholding obligations, including any withholding required to make
available to the Company any tax deductions or benefits attributable to the sale
or early disposition of Common Stock by the participant.

                  (h) As promptly as practicable after the Purchase Date, the
Company shall issue shares for the participant's benefit representing the shares
purchased upon the exercise of his or her option.

                  (i) During a participant's lifetime, his or her option to
purchase shares hereunder is exercisable only by him or her. The participant
will have no interest or voting right in shares covered by his or her option
until such option has been exercised.

                  (j) No option granted pursuant to this Plan shall be
exercisable after the expiration of the term provided for in Section 423(b)(7)
of the Code.

         10.      LIMITATIONS ON SHARES TO BE PURCHASED.

                  (a) No participant shall be entitled to purchase stock under
this Plan at a rate which, when aggregated with his or her rights to purchase
stock under all other employee stock purchase plans of the Company or any
Subsidiary, exceeds $25,000 in Fair Market Value, determined as of the Offering
Date (or such other limit as may be imposed by the Code) for each


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calendar year in which the employee participates in this Plan. The Company shall
automatically suspend the payroll deductions of any participant as necessary to
enforce such limit provided that when the Company automatically resumes such
payroll deductions, the Company must apply the rate in effect immediately prior
to such suspension.

                  (b) No participant shall be entitled to purchase more than the
Maximum Share Amount (as defined below) of the Company's Common Stock in the
aggregate on any single Purchase Date with respect to any Offering Period. Prior
to the commencement of any Offering Period, or prior to such date as specified
by the Committee, the Committee may, in its sole discretion, set a maximum
number of shares which may be purchased by any employee at any single Purchase
Date (the "MAXIMUM SHARE AMOUNT"). The Maximum Share Amount shall be that number
of shares of the Company's Common Stock as may be purchased under this Plan in
accordance with SECTION 10(a) (or such other Maximum Share Amount of a lesser
amount as may be determined by the Committee). If a new Maximum Share Amount is
set, then all participants must be notified of such Maximum Share Amount prior
to the commencement of the next Offering Period. The Maximum Share Amount shall
continue to apply with respect to all succeeding Purchase Dates and Offering
Periods unless revised by the Committee as set forth above.

                  (c) If the number of shares to be purchased on a Purchase Date
by all employees participating in this Plan exceeds the number of shares then
available for issuance under this Plan, then the Company will make a PRO RATA
allocation of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's option to each participant affected.

                  (d) Any payroll deductions accumulated in a participant's
account which are not used to purchase stock due to the limitations in this
SECTION 10 shall be returned to the participant as soon as practicable after the
end of the applicable Purchase Period, without interest.


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         11.      WITHDRAWAL.

                  (a) Each participant may withdraw from an Offering Period
under this Plan by signing and delivering to the Company a written notice to
that effect, which shall be substantially in the form attached hereto as EXHIBIT
B. Such withdrawal may be elected at any time prior to the end of an Offering
Period, or such other date as specified by the Committee.

                  (b) Upon withdrawal from this Plan, the accumulated payroll
deductions shall be returned to the withdrawn participant, without interest, and
his or her interest in this Plan shall terminate. In the event a participant
voluntarily elects to withdraw from this Plan, he or she may not resume his or
her participation in this Plan during the same Offering Period, but he or she
may participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by delivering a new authorization for payroll
deductions in the same manner as set forth in SECTION 6 for initial
participation in this Plan.

                  (c) If the Fair Market Value of a share of the Company's
Common Stock on any Purchase Date of an Offering Period is less than the Fair
Market Value of a share of the Company's Common Stock on the Offering Date for
such Offering Period, then every participant shall automatically (i) be
withdrawn from such Offering Period at the close of such Purchase Date and after
the purchase of shares of Common Stock on such Purchase Date pursuant to the
options granted hereunder, to the extent such options are exercisable on such
Purchase Date, and (ii) be enrolled in the Offering Period commencing on or
immediately after such Purchase Date.

         12.      TERMINATION OF EMPLOYMENT.

                  Termination of a participant's employment for any reason,
including retirement, death or the failure of a participant to remain an
eligible employee of the Company or of a Designated Subsidiary, immediately
terminates his or her participation in this Plan. In such event, the payroll
deductions credited to the participant's account will be returned to him or her
or, in the case of his or her death, to his or her legal representative, without
interest. For purposes of this SECTION 12, an employee will not be deemed to
have terminated employment or failed to remain in the continuous employ of the
Company or of a Designated Subsidiary in the case of sick leave, military leave,
or any other leave of absence approved by the Committee;


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PROVIDED, that such leave is for a period of not more than ninety (90) days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

         13.      RETURN OF PAYROLL DEDUCTIONS.

                  In the event a participant's interest in this Plan is
terminated by withdrawal, termination of employment or otherwise, or in the
event this Plan is terminated by the Board, the Company shall deliver to the
participant all payroll deductions credited to such participant's account. No
interest shall accrue on the payroll deductions of a participant in this Plan.

         14.      CAPITAL CHANGES.

                  (a) Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each option under this
Plan which has not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under this Plan but have not yet been
placed under option (collectively, the "RESERVES"), as well as the price per
share of Common Stock covered by each option under this Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued and outstanding shares of Common Stock of the Company
resulting from a stock split , reverse stock split, the payment of a stock
dividend (but only on the Common Stock), combination or reclassification of the
Common Stock, or any other increase or decrease in the number of issued and
outstanding shares of Common Stock, in each case effected on or after the First
Offering Date without receipt of any consideration by the Company; PROVIDED,
HOWEVER, that conversion of any convertible securities of the Company shall not
be deemed to have been "EFFECTED WITHOUT RECEIPT OF ANY CONSIDERATION." Such
adjustment shall be made by the Committee, whose determination shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.

                  (b) In the event of the proposed dissolution or liquidation of
the Company on or after the First Offering Date, the Offering Period will
terminate immediately prior to the


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consummation of such proposed action, unless otherwise provided by the
Committee. The Committee may, in the exercise of its sole discretion in such
instances, declare that this Plan shall terminate as of a date fixed by the
Committee and give each participant the right to purchase shares under this Plan
prior to such termination. In the event of (i) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company or their relative stock
holdings and the options under this Plan are assumed, converted or replaced by
the successor corporation, which assumption will be binding on all
participants), (ii) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (iii) the sale of all or
substantially all of the assets of the Company or (iv) the acquisition, sale, or
transfer of more than 50% of the outstanding shares of the Company by tender
offer or similar transaction, this Plan will continue with regard to Offering
Periods that commenced prior to the closing of the proposed transaction and
shares will be purchased based on the Fair Market Value of the surviving
corporation's stock on each Purchase Date, unless otherwise provided by the
Committee.

                  (c) The Committee may, if it so determines in the exercise of
its sole discretion, also make provision on or after the First Offering Date for
adjusting the Reserves, as well as the price per share of Common Stock covered
by each outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, or in the event of the
Company being consolidated with or merged into any other corporation.

         15.      NONASSIGNABILITY.

                  Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an option or to receive shares
under this Plan may be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent


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and distribution or as provided in SECTION 22) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be void and
without effect.

         16.      REPORTS.

                  Individual accounts will be maintained for each participant in
this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.

         17.      NOTICE OF DISPOSITION.

                  Each participant shall notify the Company in writing within
thirty (30) days after the disposition if the participant disposes of any of the
shares purchased in any Offering Period pursuant to this Plan if such
disposition occurs within two (2) years from the Offering Date or within one (1)
year from the Purchase Date on which such shares were purchased (the "NOTICE
PERIOD"). The Company may, at any time during the Notice Period, place a legend
or legends on any certificate representing shares acquired pursuant to this Plan
requesting the Company's transfer agent to notify the Company of any transfer of
the shares. The obligation of the participant to provide such notice shall
continue notwithstanding the placement of any such legend on the certificates.

         18.      NO RIGHTS TO CONTINUED EMPLOYMENT.

                  Neither this Plan nor the grant of any option hereunder shall
confer any right on any employee to remain in the employ of the Company or any
Designated Subsidiary, or restrict the right of the Company or any Designated
Subsidiary to terminate such employee's employment.

         19.      EQUAL RIGHTS AND PRIVILEGES.

                  All eligible employees shall have equal rights and privileges
with respect to this Plan so that this Plan qualifies as an "EMPLOYEE STOCK
PURCHASE PLAN" within the meaning of Section 423 or any successor provision of
the Code and the related regulations. Any provision of


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this Plan which is inconsistent with Section 423 or any successor provision of
the Code shall, without further act or amendment by the Company, the Committee
or the Board, be reformed to comply with the requirements of Section 423. This
SECTION 19 shall take precedence over all other provisions in this Plan.

         20.      NOTICES.

                  All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

         21.      TERM; STOCKHOLDER APPROVAL.

                  After this Plan is adopted by the Board, this Plan will become
effective on the First Offering Date (as defined in SECTION 5). This Plan shall
be approved by the stockholders of the Company, in any manner permitted by
applicable law, within twelve (12) months before or after the date this Plan is
adopted by the Board. No purchase of shares pursuant to this Plan shall occur
prior to such stockholder approval. This Plan shall continue until the earlier
to occur of (a) termination of this Plan by the Board (which termination may be
effected by the Board at any time), (b) issuance of all of the shares of Common
Stock reserved for issuance under this Plan, or (c) ten (10) years from the
adoption of this Plan by the Board.

         22.      DESIGNATION OF BENEFICIARY.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under this Plan in the event of such participant's death
subsequent to the end of an Purchase Period but prior to delivery to him of such
shares and cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under this
Plan in the event of such participant's death prior to a Purchase Date.

                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary


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validly designated under this Plan who is living at the time of such
participant's death, the Company shall deliver such shares or cash to the
executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares or cash to the spouse or
to any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

         23.      CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF
                  SHARES.

                  Shares shall not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act, the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated
quotation system upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

         24.      APPLICABLE LAW.

                  This Plan will be governed by and construed in accordance with
the domestic laws of the State of Delaware, without giving effect to any choice
of law or conflicting provision or rule (whether of the State of Delaware, or
any other jurisdiction) that would cause the laws of any jurisdiction other than
the State of Delaware to be applied.

         25.      AMENDMENT OR TERMINATION OF THIS PLAN.

                  The Board may at any time amend, terminate or extend the term
of this Plan, except that any such termination cannot affect options previously
granted under this Plan, nor may any amendment make any change in an option
previously granted which would adversely affect the right of any participant,
nor may any amendment be made without approval of the stockholders of the
Company obtained in accordance with SECTION 21 within twelve (12) months of the
adoption of such amendment (or earlier if required by SECTION 21) if such
amendment would: (a) increase the number of shares that may be issued under this
Plan; or (b) change the designation of the employees (or class of employees)
eligible for participation in this Plan. In


                                                                              15
<Page>


addition, to the extent necessary to comply with Rule 16b-3 under the Exchange
Act or Section 423 of the Code (or any successor rule or provision), the Company
shall obtain stockholder approval in such manner and to such a degree as is so
required. Notwithstanding the foregoing, the Board may make such amendments to
this Plan as the Board determines to be advisable, if the continuation of this
Plan or any Offering Period would result in financial accounting treatment for
this Plan that is different from the financial accounting treatment in effect on
the date this Plan is adopted by the Board.

         26.      ADDITIONAL RESTRICTIONS OF RULE 16b-3.

                  The terms and conditions of options granted hereunder to, and
the purchase of shares by, persons subject to Section 16 of the Exchange Act
shall comply with the applicable provisions of Rule 16b-3. This Plan shall be
deemed to contain, and such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.


                                       16
<Page>


EXHIBIT A


                              dj Orthopedics, Inc.

2001 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

       Original Application                              Enrollment Date:
-----                                                                    -----
       Change in Payroll Deduction Percentage
-----
       Change of Beneficiaries
-----


         1. ______________ hereby elects to participate in the 2001 Employee
Stock Purchase Plan (the "EMPLOYEE STOCK PURCHASE PLAN") of dj Orthopedics, Inc.
(the "COMPANY"), commencing with the Offering Period beginning on _________ __,
_____ (the "INITIAL OFFERING PERIOD"), and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan. Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to them in the Employee Stock Purchase
Plan.

         2. I hereby authorize payroll deductions from each paycheck in the
amount of __% of my Compensation on each payday (from 1% to 15%), commencing
with the Initial Offering Period, in accordance with the Employee Stock Purchase
Plan. (Please note that no fractional percentages are permitted).

         3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option to purchase shares
of Common Stock.

         4. I have received a copy of the complete Employee Stock Purchase Plan.
I understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to its terms and conditions. I understand that my ability to
exercise the option under the Employee Stock Purchase Plan is subject to
stockholder approval of the Employee Stock Purchase Plan.

         5. Shares purchased for me under the Employee Stock Purchase Plan
should be issued in the name(s) of (employee or employee and spouse only):

              -------------------------------

              -------------------------------


<Page>


         6. I understand that if I dispose of any shares received by me
pursuant to the Employee Stock Purchase Plan within two (2) years after the
Offering Date of the Offering Period during which I purchased such shares or
within one (1) year after the Purchase Date on which I purchased such shares,
I will be treated for federal income tax purposes as having received ordinary
compensation income at the time of such disposition in an amount equal to the
amount received by me from such disposition over the price that I paid for
the shares. If I dispose of such shares at any time after expiration of the
two-year and one-year holding periods, I understand that I will be treated
for federal income tax purposes as having received ordinary income only to
the extent of an amount equal to the lesser of (i) the amount, if any, that
the Fair Market Value of the Common Stock on the Offering Date exceeds my
purchase price, or (ii) the amount, if any, by which the Common Stock's Fair
Market Value at the time of disposition exceeds my purchase price. The
remainder of the gain or loss, if any, recognized on such disposition will be
treated as capital gain or loss. I understand that this tax summary is only a
summary and is subject to change. I FURTHER UNDERSTAND THAT I SHOULD CONSULT
A TAX ADVISOR CONCERNING THE TAX IMPLICATIONS OF THE PURCHASE AND SALE OF
STOCK UNDER THE EMPLOYEE STOCK PURCHASE PLAN.

         7. I hereby agree to notify the Company in writing within 30 days after
the date of any disposition of shares if I dispose of any of the shares
purchased in any Offering Period pursuant to the Employee Stock Purchase Plan if
such disposition occurs within two (2) years from the Offering Date or within
one (1) year from the Purchase Date on which such shares were purchased, and I
will make adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the disposition of shares.

         8. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation,
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of shares by
me.

         9. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the Employee Stock Purchase Plan.

         10. In the event of my death, I hereby designate the following as my
beneficiaries to receive all payments and shares due me under the Employee Stock
Purchase Plan:


<Page>



NAME:         (Please print)
                                       -----------------------------------------
                                       (First)          (Middle)          (Last)



---------------------------------      -----------------------------------------
(Relationship)                         (Address)



EMPLOYEE'S SOCIAL SECURITY NUMBER:
                                       -----------------------------------------


EMPLOYEE'S ADDRESS:
                                       -----------------------------------------

                                       -----------------------------------------

          I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN
              EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS
                                TERMINATED BY ME.



Dated:
      ----------------------------     -----------------------------------------
                                       Signature of Employee




                                       -----------------------------------------
                                       Signature of Spouse (necessary if
                                       beneficiary is not spouse)



                                       -----------------------------------------
                                       (Print name)


<Page>


EXHIBIT B


                              dj Orthopedics, Inc.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

                  The undersigned hereby elects to withdraw his or her
participation in the 2001 Employee Stock Purchase Plan (the "PLAN") of dj
Orthopedics, Inc. (the "COMPANY") for the Offering Period that began on
____________ ___, _______. The undersigned hereby directs the Company to pay to
him or her as promptly as practicable all the payroll deductions credited to his
or her account under the Plan with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period shall be automatically terminated. The undersigned also understands and
agrees that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a
new Subscription Agreement, subject to the further terms and conditions of the
Plan.


Dated:
      ---------------------------      -----------------------------------------
                                       Signature of Participant

                                       NAME AND ADDRESS OF PARTICIPANT:


                                       -----------------------------------------


                                       -----------------------------------------


                                       -----------------------------------------



                                       -----------------------------------------
                                       Social Security Number of Participant