Exhibit 10.3


 


EXECUTION COPY


TERM
SHEET FOR PAUL D. CHAPMAN

DIRECTOR OF DJO INCORPORATED


 


	
  Parties:

  	
   

  	
  ReAble Therapeutics, Inc.,
  a Delaware corporation which, following the consummation of certain
  transactions set forth in the Agreement and Plan of Merger, dated July 15,
  2007, intends to change its name to “DJO Incorporated” (the “Company”), and
  Paul D. Chapman (the “Director”).

  
	
   

  	
   

  	
   

  
	
  Service Period:

  	
   

  	
  The Director shall serve on the Company’s Board of
  Directors (the “Board”) until the next annual meeting of the Company’s
  stockholders at which time the stockholders may elect the Director to serve
  for an additional term. The Director may be removed at any time with or
  without cause by the Company’s stockholders as set forth under the Delaware
  General Corporation Law or as provided in the Company’s Certificate of
  Incorporation.

  
	
   

  	
   

  	
   

  
	
  Position and Duties:

  	
   

  	
  To serve as a director on the Company’s Board. The
  duties, responsibilities and obligations of the Director are as established
  by law, the Certificate of Incorporation and Bylaws of the Company, the
  Corporate Governance Guidelines, Committee Charters and other governance
  procedures and policies established by the Company from time to time.

  
	
   

  	
   

  	
   

  
	
  Annual Retainer:

  	
   

  	
  For each annual term commencing on or after January
  1, 2008 that the Director is elected to serve on the Board, the Director will
  be paid an annual retainer as set forth on Exhibit A, payable in 4
  equal installments on the date of each regularly scheduled quarterly Board
  meeting. No annual retainer shall be paid for Board membership in 2007.

  
	
   

  	
   

  	
   

  
	
  Travel Expenses:

  	
   

  	
  The Director will be reimbursed for all reasonable
  travel and lodging expenses associated with attendance at Board meetings,
  subject to the policies of the Company in effect from time to time.

  
	
   

  	
   

  	
   

  
	
  Equity Grant:

  	
   

  	
  The Director will be granted annual equity awards,
  in the form to be determined by the Company, as set forth on Exhibit A.
  The first equity award will be granted January 1, 2008 and a similar grant
  shall be made on each following January 1 during this term on the Board.

  
	
   

  	
   

  	
   

  
	
  Termination of Service:

  	
   

  	
  All annual retainers, equity awards and expense
  reimbursements will cease and all unvested equity awards, if any, shall be
  forfeited upon the termination of the Director’s membership on the Board for
  any reason whatsoever.

  
	
   

  	
   

  	
   

  
	
  Director’s Covenants:

  	
   

  	
  During the period the Director is a member of the
  Board and thereafter, the Director will not disclose or otherwise use any
  confidential information or trade secrets of the Company, its subsidiaries
  and affiliates. “Confidential Information,” shall mean any information
  regarding the business methods, business policies, policies, procedures,
  techniques, research or development projects or results, historical or
  projected financial information, budgets, trade secrets, or other knowledge
  or processes of or developed by the Company or any names and addresses of
  customers or clients or any data on or relating to past, present or
  prospective Company customers or clients or any other confidential
  information relating to or dealing with the business operations or activities
  of the Company, made known to the Director or learned or acquired by the
  Director while associated with the Company, excepting information otherwise
  lawfully known generally by or readily accessible to the general 

  



 

















 


	
   

  	
   

  	
  public.

  
	
   

  	
   

  	
   

  
	
  Governing Law:

  	
   

  	
  The provisions of this Term Sheet shall be governed
  by the laws of the State of New York, without regard to any choice of law
  provisions.

  



 


[Signature
Page Follows]

















 


	
  REABLE
  THERAPEUTICS, INC.

  	
   

  	
  PAUL
  D. CHAPMAN

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Harry L. Zimmerman

  	
   

  	
  /s/
  Paul D. Chapman

  
	
   

  	
  HARRY
  L. ZIMMERMAN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  November
  20, 2007

  	
   

  	
  Date:

  	
  November
  20, 2007

  
						



 


 


[Signature Page to Paul D.
Chapman Board Term Sheet]


 

















 


Exhibit A


 


Certain
Terms and Conditions of Service


	
  Name:

  	
   

  	
  Paul D. Chapman

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
  Non-employee Director
  of the Company

  
	
   

  	
   

  	
   

  
	
  Annual Retainer for

  membership on

  Board:

  	
   

  	
  $50,000

  
	
   

  	
   

  	
   

  
	
  Annual Equity Award

  	
   

  	
  Annual grant of options
  to acquire the Company’s stock valued at approximately $25,000 (not to exceed
  1,500 shares per grant), with the exercise prices to be set at the fair
  market value of the stock on the date of option grant). One-third of the
  shares subject to each annual option grant shall vest on the first
  anniversary of such grant, and one-third of the shares subject to such annual
  option grant shall vest on each of the next two following anniversaries of
  such annual option grant, provided the Director continues to serve on the
  Board.

  

  The options shall have restrictions on transfer, and the options and the
  shares subject to such options shall be subject to certain call rights,
  drag-along and tag-along rights, and registration rights similar to those
  included in the Management Stockholders Agreement that has been entered into
  between the Company and its senior management.