Exhibit 10.6


 


EXECUTION COPY


 


RETENTION
BONUS AGREEMENT


 


1.             Purpose.  This Retention Bonus Agreement (the ”Agreement”)
is entered into as of November 20, 2007 by ReAble Therapeutics, Inc.,
a Delaware corporation, which intends to change its name to “DJO Incorporated”
(the ”Company”), and                                 
(“You,” “Your” or “Executive”) for the purpose of setting forth the
requirements for the Executive to receive additional compensation (the ”Retention
Bonus”) as an incentive to continue employment with the Company during a
transition period following the consummation of the transactions (the ”Transactions”)
contemplated by that certain Agreement and Plan of Merger, dated
contemporaneously herewith, by and among ReAble Therapeutics Finance LLC,
Reaction Acquisition Merger Sub, both Delaware corporations and a wholly owned
subsidiaries of the Company, and DJO Incorporated.


2.             Deadline for Acceptance of
this Offer.  In order to
accept this offer, You must sign and return this Agreement to Donald Roberts
not later than November 30, 2007.


3.             Requirements
for Receiving Retention Bonus. 
You will be entitled to receive fifty percent (50%) of the Retention
Bonus on January 1, 2008, and fifty percent (50%) of the Retention Bonus
on January 1, 2009 (each, a “Retention Date”), subject to forfeiture
and/or repayment if You do not remain employed by the Company through January
1, 2009, as described below.


Notwithstanding
the forgoing, if Your employment is terminated by the Company without “Cause”
(as defined in Your Change of Control Severance Agreement with the Company,
dated as of September 19, 2007  (“Severance
Agreement”)) prior to January 1, 2009, You will be entitled to the entire
Retention Bonus.


4.             Amount and Time of Payment
of Retention Bonus.  The Retention
Bonus is equal to $                 .  Retention Bonus payments, less all applicable
withholding taxes, will be made within ten (10) business days after a Retention
Date or Your termination without Cause, as applicable.


5.             Forfeiture or Repayment of
Retention Bonus. 
Notwithstanding the forgoing, if Your employment is terminated by the
Company for Cause prior to January 1, 2010, You forfeit Your right to
receive any unpaid Retention Bonus Payment and, if applicable, You must repay
to the Company, within 30 days of Your termination for Cause, the amount of any
Retention Bonus payment made to You.


6.             Effect of Retention Bonus
on Other Benefits.  The
payment of any Retention Bonus will not alter Your entitlement to or the amount
of any severance or other payment You are entitled to under any other plans,
policies or arrangements of the Company. 
For purposes of clarification and without limiting the preceding
sentence, the Retention Bonus shall not be considered in the computation of
Your “Bonus Amount” (as defined in Your Severance Agreement), part of Your “base
salary” (as such term is used in Your Severance Agreement) and, more generally,
in the determination of the payments, if any, that You may be entitled to
pursuant to the terms of Your Severance Agreement.


7.             Confidentiality.  You are required to keep confidential and may
not discuss with anyone (other than Your spouse, or as may be required by law
or any court order, provided they also keep confidential) the fact that You
have been offered a Retention Bonus or any provisions of this Agreement, unless
You receive prior written consent from the Company.  If You violate this confidentiality
requirement, You will not receive any portion of the Retention Bonus which has
not paid to You and You may be subject to additional action by the Company. 

















 


8.             Offset of Amounts Owed; Withholding.  The Company shall be entitled to deduct or
withhold from any Retention Bonus payment made to You any amounts You owe the
Company or any of its affiliates, and (ii) any federal, state, local or
foreign taxes imposed with respect to Your compensation or other payments from
the Company or any of its affiliates.


9.             No Change in Legal
Employment Status.  This
Agreement and the Retention Bonus are not a contract or guarantee of employment
with the Company and they are not intended to change in any way Your status as
an at-will employee subject to all applicable terms and conditions of Your
employment.


10.           No Right to Assign.  You may not sell or assign Your right to
receive the Retention Bonus or pledge it as security for a loan or otherwise,
and Your creditors cannot garnish, attach or levy on it prior to its payment.


11.           Successors.  This Agreement is binding on the Company and
any direct corporate successor to the Company or its business, and on Your
estate, personal representative, guardian or any other person acting in Your
interest.


12.           Governing Law.  This Agreement will be governed by and
interpreted under New York law.


13.           Entire Agreement.  Except as otherwise specifically referenced
herein, this Agreement is the entire agreement between You and the Company
concerning the terms of the Retention Bonus for continuing employment with the
Company in connection with the Transactions, and it supersedes any other
agreement or statement made to You in this regard.


 


[Signature page follows]


 


 


2

















 


	
  EXECUTIVE 

  	
  REABLE THERAPEUTICS,
  INC.  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARRY L. ZIMMERMAN

  
	
   

  	
   

  
	
  Date Signed 

  	
   

  	
   

  	
  Date Signed 

  	
   

  	
   

  
						



 


 


 


[Signature Page to Retention Bonus Agreement]


 


 


 


3
















 


EXECUTION COPY


 


RETENTION BONUS AGREEMENT


1.             Purpose.  This Retention Bonus Agreement (the ”Agreement”)
is entered into as of November 20, 2007 by ReAble Therapeutics, Inc.,
a Delaware corporation, which intends to change its name to “DJO Incorporated”
(the ”Company”), and                                      
(“You,” “Your” or “Executive”) for the purpose of setting forth the
requirements for the Executive to receive additional compensation (the ”Retention
Bonus”) as an incentive to continue employment with the Company during a
transition period following the consummation of the transactions (the ”Transactions”)
contemplated by that certain Agreement and Plan of Merger, dated
contemporaneously herewith, by and among ReAble Therapeutics Finance LLC,
Reaction Acquisition Merger Sub, both Delaware corporations and a wholly owned
subsidiaries of the Company, and DJO Incorporated.


2.             Deadline for Acceptance of
this Offer.  In order to
accept this offer, You must sign and return this Agreement to Donald Roberts not
later than November 30, 2007.


3.             Requirements
for Receiving Retention Bonus. 
You will be entitled to receive fifty percent (50%) of the Retention
Bonus on January 1, 2008, and fifty percent (50%) of the Retention Bonus
on January 1, 2009 (each, a “Retention Date”), subject to forfeiture
and/or repayment if You do not remain employed by the Company through January
1, 2009, as described below.


Notwithstanding
the forgoing, if Your employment is terminated by the Company without “Cause”
(as defined below) prior to January 1, 2009, You will be entitled to the
entire Retention Bonus.


4.             Amount and Time of Payment
of Retention Bonus.  The
Retention Bonus is equal to $                  .  Retention Bonus payments, less all applicable
withholding taxes, will be made within ten (10) business days after a Retention
Date or Your termination without Cause, as applicable.


5.             Forfeiture
or Repayment of Retention Bonus. 
Notwithstanding the forgoing, if Your employment is terminated by the
Company for Cause prior to January 1, 2010, You forfeit Your right to
receive any unpaid Retention Bonus Payment and, if applicable, You must repay
to the Company, within 30 days of Your termination for Cause, the amount of any
Retention Bonus payment made to You.


For
purposes of this Agreement, “Cause” means (i) ”Cause” as that term may be
defined in any written employment agreement between You and the Company or any
of its affiliates, which may at any time be in effect, (ii) Your willful
and continued failure to substantially perform Your duties hereunder (other
than any such failure resulting from Your disability or any such failure
subsequent to Your being delivered notice of the Company’s intent to terminate
Your employment without Cause or delivering to the Company a notice of Your
intent to terminate) following written notice by the Company to You that
specifically identifies such failure and Your not curing such failure within
thirty (30) days following receipt of such notice (for the avoidance of doubt, Your unsatisfactory performance of Your
duties shall not be deemed to be a failure to substantially perform);
(iii) conviction of, or a plea of nolo contendere to,
(A) a felony (other than traffic-related) under the laws of the
United States or any state thereof or any similar criminal act in a
jurisdiction outside the United States, or (B) a crime involving
moral turpitude that could be injurious to the Company or its reputation;
(iv) Your willful malfeasance or willful misconduct which is materially
and demonstrably injurious to the Company; or (v) any act of fraud by You
in the performance of Your duties hereunder.

















 


6.             Effect of Retention Bonus
on Other Benefits.  The
payment of any Retention Bonus will not alter Your entitlement to or the amount
of any severance or other payment You are entitled to under any other plans,
policies or arrangements of the Company.


7.             Confidentiality.  You are required to keep confidential and may
not discuss with anyone (other than Your spouse, or as may be required by law
or any court order, provided they also keep confidential) the fact that You
have been offered a Retention Bonus or any provisions of this Agreement, unless
You receive prior written consent from the Company.  If You violate this confidentiality
requirement, You will not receive any portion of the Retention Bonus which has
not paid to You and You may be subject to additional action by the Company.


8.             Offset of Amounts Owed;
Withholding.  The Company
shall be entitled to deduct or withhold from any Retention Bonus payment made
to You any amounts You owe the Company or any of its affiliates, and any
federal, state, local or foreign taxes imposed with respect to Your
compensation or other payments from the Company or any of its affiliates.


9.             No Change in Legal
Employment Status.  This Agreement
and the Retention Bonus are not a contract or guarantee of employment with the
Company and they are not intended to change in any way Your status as an
at-will employee subject to all applicable terms and conditions of Your
employment.


10.           No Right to Assign.  You may not sell or assign Your right to
receive the Retention Bonus or pledge it as security for a loan or otherwise,
and Your creditors cannot garnish, attach or levy on it prior to its payment.


11.           Successors.  This Agreement is binding on the Company and
any direct corporate successor to the Company or its business, and on Your
estate, personal representative, guardian or any other person acting in Your
interest.


12.           Governing Law.  This Agreement will be governed by and
interpreted under New York law.


13.           Entire Agreement.  This Agreement is the entire agreement
between You and the Company concerning the terms of the Retention Bonus for
continuing employment with the Company in connection with the Transactions, and
it supersedes any other agreement or statement made to You in this regard.


[Signature page follows]


 


2

















 


 


	
  EXECUTIVE

  	
   

  	
  REABLE THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARRY L. ZIMMERMAN

  
	
   

  	
   

  	
   

  
	
  Date Signed

  	
   

  	
   

  	
  Date Signed

  	
   

  
					



 


[Signature Page
to Retention Bonus Agreement]


 
















 


EXECUTION COPY


 


RETENTION BONUS AGREEMENT


1.             Purpose.  This Retention Bonus Agreement (the ”Agreement”)
is entered into as of November 20, 2007 by ReAble Therapeutics, Inc.,
a Delaware corporation, which intends to change its name to “DJO Incorporated”
(the ”Company”), and                    
(“You,” “Your” or “Executive”) for the purpose of setting forth the
requirements for the Executive to receive additional compensation (the ”Retention
Bonus”) as an incentive to continue employment with the Company during a
transition period following the consummation of the transactions (the ”Transactions”)
contemplated by that certain Agreement and Plan of Merger, dated
contemporaneously herewith, by and among ReAble Therapeutics Finance LLC,
Reaction Acquisition Merger Sub, both Delaware corporations and a wholly owned
subsidiaries of the Company, and DJO Incorporated.


2.             Deadline for Acceptance of
this Offer.  In order to
accept this offer, You must sign and return this Agreement to Donald Roberts
not later than November 30, 2007.


Requirements
for Receiving Retention Bonus.  You will be entitled to receive fifty percent
(50%) of the Retention Bonus on January 1, 2008, and fifty percent (50%)
of the Retention Bonus on January 1, 2009 (each, a “Retention Date”),
subject to forfeiture and/or repayment if You do not remain employed by the
Company through January 1, 2009, as described below.


Notwithstanding
the forgoing, if Your employment is terminated by the Company without “Cause”
(as defined in Your Employment Agreement with the Company, dated as of                    (“Employment Agreement”)) prior to January 1, 2009,
You will be entitled to the entire Retention Bonus.


4.             Amount and Time of Payment
of Retention Bonus.  The
Retention Bonus is equal to $                .  Retention Bonus payments, less all applicable
withholding taxes, will be made within ten (10) business days after a Retention
Date or Your termination without Cause, as applicable.


5.             Forfeiture or Repayment of
Retention Bonus. 
Notwithstanding the forgoing, if Your employment is terminated by the
Company for Cause prior to January 1, 2010, You forfeit Your right to
receive any unpaid Retention Bonus Payment and, if applicable, You must repay
to the Company, within 30 days of Your termination for Cause, the amount of any
Retention Bonus payment made to You.


6.             Effect of Retention Bonus
on Other Benefits.  The
payment of any Retention Bonus will not alter Your entitlement to or the amount
of any severance or other payment You are entitled to under any other plans,
policies or arrangements of the Company. 
For purposes of clarification and without limiting the preceding
sentence, the Retention Bonus shall not be considered part of (i) Your
base salary or bonus when calculating any severance benefits which may accrue
to You pursuant to the terms of Your Change of Control Severance Agreement with
the Company, dated as of May 27, 2005, or (ii) Your ”Base Salary” (as
defined in Your Employment Agreement), when calculating any “Bonus” (as defined
in Your Employment Agreement), which may accrue to You pursuant to the terms of
Your Employment Agreement.


7.             Confidentiality.  You are required to keep confidential and may
not discuss with anyone (other than Your spouse, or as may be required by law
or any court order, provided they also keep confidential) the fact that You
have been offered a Retention Bonus or any provisions of this Agreement, unless
You receive prior written consent from the Company.  If You violate this confidentiality
requirement, You will not receive any portion of the Retention Bonus which has
not paid to You and You may be subject to additional action by the Company.

















 


8.             Offset of Amounts Owed; Withholding.  The Company shall be entitled to deduct or
withhold from any Retention Bonus payment made to You any amounts You owe the
Company or any of its affiliates, and any federal, state, local or foreign
taxes imposed with respect to Your compensation or other payments from the
Company or any of its affiliates.


9.             No Change in Legal
Employment Status.  This
Agreement and the Retention Bonus are not a contract or guarantee of employment
with the Company and they are not intended to change in any way Your status as
an at-will employee subject to all applicable terms and conditions of Your
employment.


10.           No Right to Assign.  You may not sell or assign Your right to
receive the Retention Bonus or pledge it as security for a loan or otherwise,
and Your creditors cannot garnish, attach or levy on it prior to its payment.


11.           Successors.  This Agreement is binding on the Company and
any direct corporate successor to the Company or its business, and on Your
estate, personal representative, guardian or any other person acting in Your
interest.


12.           Governing Law.  This Agreement will be governed by and
interpreted under New York law.


13.           Entire Agreement.  Except as otherwise specifically referenced
herein, this Agreement is the entire agreement between You and the Company
concerning the terms of the Retention Bonus for continuing employment with the
Company in connection with the Transactions, and it supersedes any other
agreement or statement made to You in this regard.


[Signature page follows]


 


2

















 


	
  EXECUTIVE

  	
   

  	
  REABLE THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARRY L. ZIMMERMAN

  
	
   

  	
   

  	
   

  
	
  Date Signed

  	
   

  	
   

  	
  Date Signed

  	
   

  
	
   

  	
   

  	
   

  
					



 


[Signature
Page to Bonus Retention Agreement]