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                                                                   EXHIBIT 4.3

                              dj ORTHOPEDICS, INC.
                           FIFTH AMENDED AND RESTATED
                             1999 STOCK OPTION PLAN

            WHEREAS, DonJoy, L.L.C. a Delaware limited liability company
("DONJOY") has adopted its Fourth Amended and Restated 1999 Stock Option Plan
(the "PRIOR PLAN");

            WHEREAS, for purposes of effecting an initial pubic offering it was
necessary for DonJoy to reorganize into corporate form;

            WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
October 26, 2001 among DonJoy, dj Orthopedics, Inc., a Delaware corporation (the
"COMPANY") and DJ Acquisition Corporation ("MERGER SUB") (i) Merger Sub was
merged ("MERGER 1") with and into DonJoy and the holders of DonJoy's common and
preferred units ("UNITS") received, among other things, shares of common stock,
par value $0.01 per share of the Company (the "COMMON STOCK") and (ii) DonJoy
assigned all of its right, title and interest in and to, and the Company assumed
all of DonJoy's obligations under, the Prior Plan, each option, whether vested
or unvested, granted pursuant to the Prior Plan ("ASSUMED OPTIONS") and each
option agreement by which such Assumed Options were evidenced (the "ASSUMED
OPTION AGREEMENTS");

            WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
October 26, 2001 among the Company and DonJoy, immediately following the
consummation of Merger 1, DonJoy was merged with and into the Company;

            WHEREAS, as a result of the transactions described in the previous
recitals, the Assumed Options now represent the right to acquire shares of the
Common Stock of the Company on the same terms and conditions as contained in the
Prior Plan and the Assumed Option Agreements, subject to a proportionate
adjustment in the exercise price and the number of shares of Common Stock for
which such Assumed Options are exercisable; and

            WHEREAS, this Fifth Amended and Restated 1999 Option Plan (the
"PLAN") amends and restates in its entirety the Prior Plan in order to effect
such changes as are necessary to reflect the reorganization of DonJoy into
corporate form and the assumption by the Company of the Prior Plan, the Assumed
Options and the Assumed Option Agreements.

      SECTION 1. PURPOSE OF THIS PLAN.

            The purpose of this Plan is (i) to further the growth and success of
the Company and its Subsidiaries (as hereinafter defined) by enabling directors
and employees of, advisors to, and independent consultants and contractors to,
the Company and any of its Subsidiaries to acquire shares of Common Stock,
thereby increasing their personal interest in such growth and success, and (ii)
to provide a means of rewarding outstanding performance by such persons to the
Company and/or its Subsidiaries. For purposes of this Plan, the term
"Subsidiary" shall mean "Subsidiary Corporation" as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "CODE").

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      SECTION 2. ADMINISTRATION OF THIS PLAN.

            (a) OPTION COMMITTEE. This Plan shall be administered by the Board
of Directors of the Company (the "BOARD") or the Compensation Committee of the
Board (the "COMMITTEE") consisting of such number of persons appointed to such
Committee from time to time by the Board. Any reference in the Plan to action by
the Company means action by or under the authority of the Board or the
Committee; PROVIDED, HOWEVER, that following the date on which Common Stock is
registered under the Securities and Exchange Act of 1934, as amended (the "1934
ACT"), in order to permit officers and directors of the Company to be exempt
from the provisions of Section 16(b) of the 1934 Act with respect to
transactions pursuant to this Plan, the Committee shall at all times consist of
at least two persons to the extent such a person exists, each of whom is a
"non-employee director" within the meaning of Rule 16b-3 ("RULE 16B-3")
promulgated by the Securities and Exchange Commission (the "SEC") under the 1934
Act. The members of the Committee may be removed by the Board at any time either
with or without cause. Any vacancy on the Committee, whether due to action of
the Board or any other cause, shall be filled by the Board. The term "COMMITTEE"
shall, for all purposes of this Plan, other than this SECTION 2, be deemed to
refer to the Board if the Board is administering this Plan.

            (b) PROCEDURES. The Committee shall adopt such rules and regulations
as it shall deem appropriate concerning the holding of meetings and the
administration of this Plan. A majority of the entire Committee shall constitute
a quorum and the actions of a majority of the members of the Committee present
at a meeting at which a quorum is present, or actions approved in writing by all
of the members of the Committee (but only to the extent permitted by applicable
law and the applicable rules and regulations of the principal national
securities exchange or national market system (if any) on which the Common Stock
is a class of securities then listed or admitted for trading), shall be the
actions of the Committee.

            (c) INTERPRETATION. Except as otherwise expressly provided in this
Plan, the Committee shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i)
interpret the provisions of this Plan and any Option Agreement (as defined in
SECTION 5(B)), (ii) resolve all questions arising under this Plan and any Option
Agreement, (iii) correct any defect, supply any omission or reconcile any
inconsistency in or among the Plan, any Option (as defined in SECTION 3(a)) or
any Option Agreement, (iv) grant waivers of Plan or Option conditions and (v)
make all other determinations necessary or advisable for the administration of
this Plan. All decisions of the Board or the Committee, as the case may be,
shall be conclusive and binding on all participants in this Plan.

      SECTION 3. SHARES SUBJECT TO THIS PLAN.

            (a) NUMBER OF AVAILABLE SHARES OF COMMON STOCK. Subject to the
provisions of SECTION 9 (relating to adjustments upon changes in capital
structure and other corporate transactions), the maximum number of shares of
Common Stock subject at any one time to options granted under the Plan
("OPTIONS"), plus the number of shares of Common Stock theretofore issued and
delivered pursuant the exercise of Options granted under the Plan, shall not in
aggregate exceed 1,933,174.788 shares of Common Stock, as follows:


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                  (i) Options relating to up to 829,972.368 shares of Common
      Stock may be granted pursuant to Option Agreements substantially in the
      form of Exhibit A hereto ("TIER I OPTIONS");

                  (ii) Options relating to up to 436,339.884 shares of Common
      Stock may be granted pursuant to Option Agreements substantially in the
      form of Exhibit B hereto ("TIER II OPTIONS");

                  (iii) Options relating to up to 545,227.536 shares of Common
      Stock may be granted pursuant to Option Agreements substantially in the
      form of Exhibit C hereto ("TIER III OPTIONS"); and

                  (iv) Options relating to up to 121,635.0 shares of Common
      Stock may be granted pursuant to Option Agreements substantially in the
      form of Exhibit D hereto ("NON-EMPLOYEE OPTIONS").

            If and to the extent that Options granted under clauses (i) through
(iv) above terminate, expire or are canceled without having been fully
exercised, new Options may be granted under clauses (i) through (iv) above with
respect to the shares of Common Stock covered by the unexercised portion of such
terminated, expired or canceled Options.

            (b) CHARACTER OF SHARES OF COMMON STOCK. The shares of Common Stock
issuable upon exercise of an Option granted under the Plan shall be (i)
authorized but unissued shares of Common Stock, (ii) shares of Common Stock held
in the Company's treasury or (iii) a combination of the foregoing.

            (c) RESERVATION OF SHARES OF COMMON STOCK. The number of shares of
Common Stock reserved for issuance under the Plan shall at no time be less than
the maximum number of shares of Common Stock which may be purchased at any time
pursuant to outstanding Options.

      SECTION 4. ELIGIBILITY.

            Options may be granted under this Plan only to (i) persons who are
employees of, advisors to, or independent consultants or contractors to, the
Company or any of its Subsidiaries and (ii) persons who are directors or
managers of the Company or any of its Subsidiaries. Notwithstanding the
foregoing, Options may be conditionally granted to persons who are prospective
employees or directors or managers of, or independent consultants to, the
Company or any of its Subsidiaries.

      SECTION 5. GRANT OF OPTIONS.

            (a) GENERAL. Options may be granted under this Plan at any time and
from time to time on or prior to the tenth anniversary of the Effective Date (as
defined in Section 11). Subject to the provisions of this Plan, the Committee
shall have plenary authority, in its discretion, to determine:

                  (i) the persons (from among the class of persons eligible to
      receive Options under this Plan) to whom Options shall be granted (the
      "OPTIONEES");


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                  (ii) the time or times at which Options shall be granted;

                  (iii) the number of shares of Common Stock subject to each
      Option;

                  (iv) the Option Price (as defined in SECTION 6(A)) of the
      shares of Common Stock subject to each Option; and

                  (v) the time or times when each Option shall become
      exercisable and the duration of the exercise period.

            (b) OPTION AGREEMENTS. Each Option granted under this Plan shall be
evidenced by a written agreement (each, an "OPTION AGREEMENT"), containing such
terms and conditions and in such form, not inconsistent with this Plan, as the
Committee shall, in its discretion, provide. Each Option Agreement shall be
executed by the Company and the Optionee.

            (c) NO EVIDENCE OF EMPLOYMENT OR SERVICE. Nothing contained in this
Plan or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by or service with the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any such Subsidiary (subject to the terms of any separate agreement
to the contrary) at any time to terminate such employment or service or to
increase or decrease the compensation of the Optionee from the rate in existence
at the time of the grant of an Option to such Optionee.

            (d) DATE OF GRANT. The date of grant of an Option under this Plan
shall be the date as of which the Committee approves the grant of such Option;
provided, HOWEVER, that the date of grant shall in no event be earlier than the
date as of which the Optionee becomes an employee of the Company or one of its
Subsidiaries.

      SECTION 6.  OPTION PRICE

            (a) GENERAL. Subject to Section 9, the price (the "OPTION PRICE") at
which each share of Common Stock subject to an Option granted under this Plan
may be purchased shall be as determined by the Committee at the time the Option
is granted.

      SECTION 7.  EXERCISABILITY OF OPTIONS.

            (a) COMMITTEE DETERMINATION. Each Option granted under this Plan
shall be exercisable at such time or times, or upon the occurrence of such event
or events, and for such number of shares of Common Stock subject to the Option,
as shall be determined by the Committee and set forth in the Option Agreement
evidencing such Option. If an Option is not at the time of grant of such Option
immediately exercisable, the Committee may in the Option Agreement evidencing
such Option, provide for the acceleration of the exercise date or dates of the
subject Option upon the occurrence of specified events and/or at any time prior
to the complete termination of an Option, accelerate the exercise date or dates
of such Option.


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            (b) AUTOMATIC TERMINATION OF OPTIONS.

            The unexercised portion of any Option granted under this Plan shall
automatically terminate and shall become null and void and be of no further
force or effect upon the first to occur of the following:

                  (i) the end of the stated term thereof;

                  (ii) if the Optionee is an employee, unless a shorter period
      is provided for in any Option Agreement, the expiration of three months
      from the date that the Optionee ceases to be an employee of the Company or
      any of its Subsidiaries (other than as a result of an Involuntary
      Termination (as defined in clause (iii) below) or termination For Cause
      (as defined herein)); PROVIDED, HOWEVER, that if the Optionee shall die
      during such three-month period, the time of termination of the unexercised
      portion of such Option shall be the expiration of 12 months from the date
      that such Optionee ceased to be an employee of the Company or any of its
      Subsidiaries;

                  (iii) if the Optionee is an employee, the expiration of 12
      months from the date that the Optionee ceases to be an employee of the
      Company or any of its Subsidiaries, if such termination is due to such
      Optionee's death or Disability (as defined below) (an "INVOLUNTARY
      TERMINATION");

                  (iv) if the Optionee is an employee, immediately upon the date
      that the Optionee ceases to be an employee of the Company or any of its
      Subsidiaries, if such termination is For Cause;

                  (v) the expiration of such period of time or the occurrence of
      such event as the Committee in its discretion may provide in the Option
      Agreement;

                  (vi) on the effective date of a Material Transaction (as
      defined in Section 9(b)(i)) to which Section 9(b)(ii) (relating to
      assumptions and substitutions of Options) does not apply; and

                  (vii) except to the extent permitted by Section 9(b)(ii), the
      date on which an Option or any part thereof or right or privilege relating
      thereto is transferred (otherwise than by will or the laws of descent and
      distribution), assigned, pledged, hypothecated, attached or otherwise
      disposed of by the Optionee.

            As used herein, "DISABILITY" means any accident, sickness,
incapacity or other disability which (i) renders the Optionee unable to
substantially perform all of his duties for 90 days during any period of 360
consecutive days or (ii) would reasonably be expected to render the Optionee
unable to substantially perform all of his duties for 90 days during any period
of 360 consecutive days, in the case of each of clauses (i) or (ii), as
determined by the Board (excluding the Optionee should he be a member of the
Board at the time of such determination) in its good faith judgment.

            As used herein, "FOR CAUSE" shall mean (i) the failure by the
Optionee to perform such duties as are reasonably requested by the Board or the
Chief Executive Officer of the


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Company or its Subsidiaries, as applicable, (ii) the Optionee's failure to
observe any material policies of the Company or its Subsidiaries, as applicable,
(iii) gross negligence or willful misconduct by the Optionee in the performance
of his or her duties, (iv) the commission by the Optionee of any act of fraud,
theft or financial dishonesty with respect to the Company or any of its
Affiliates, or any felony or act involving moral turpitude, (v) the material
breach by the Optionee of his/her employment agreement (if applicable) with the
Company or its Subsidiaries, as applicable, or of any other agreement or
contract with the Company or any Affiliate thereof (including, without
limitation, any Option Agreement which must be entered into pursuant to this
Plan), (vi) chronic absenteeism or (vii) the failure of the Optionee to give at
least 30 days' prior written notice of his or her termination of employment with
the Company or its Subsidiaries, as applicable. For purposes of this Agreement,
"AFFILIATES" means dj Orthopedics, LLC (or its successors or assigns) and all
subsidiaries thereof.

            Anything contained in the Plan to the contrary notwithstanding,
unless otherwise provided in an Option Agreement, no Option granted under the
Plan shall be affected by any change of duties or position of the Optionee
(including a transfer to or from the Company or one of its Subsidiaries), so
long as such Optionee continues to be an employee of the Company or one of its
Subsidiaries.

      SECTION 8.  PROCEDURE FOR EXERCISE.

            (a) PAYMENT. Payment upon exercise of an Option shall be made, at
the election of the Optionee, (i) in cash or personal or certified check payable
to the Company in an amount equal to the aggregate Option Price of the shares of
Common Stock with respect to which the Option is being exercised or (ii) upon
the surrender of shares of Common Stock or option to buy shares of Common Stock,
in each case with such shares of Common Stock or Options to buy shares of Common
Stock, as the case may be, valued at the Fair Market Value (as defined in
Section 9) thereof as determined by the Committee.

            (b) NOTICE. An Optionee (or other person, as provided in Section
10(d)) may exercise an Option granted under this Plan in whole or in part (but
for the purchase of whole shares of Common Stock only), as provided in the
Option Agreement evidencing his or her Option, by delivering a written notice
(the "NOTICE") to the Secretary of the Company. The Notice shall:

                  (i) state that the Optionee elects to exercise the Option;

                  (ii) state the number of shares of Common Stock with respect
      to which the Option is being exercised (the "OPTIONED SHARES OF COMMON
      STOCK");

                  (iii) state the method of payment for the Optioned Shares of
      Common Stock (which method must be available to the Optionee under the
      terms of his or her Option Agreement);

                  (iv) state the date upon which the Optionee desires to
      consummate the purchase of the Optioned Shares of Common Stock (which date
      must be prior to the termination of such Option);


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                  (v) include a copy of any election filed by the Optionee
      pursuant to Section 83(b) of the Code; and

                  (vi) include such further provisions consistent with this Plan
      as the Committee may from time to time require.

            The exercise date of an Option shall be the date on which the
Company receives the Notice from the Optionee.

            (c) ISSUANCE OF STOCK CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of Section 10(d)) for the shares of
Common Stock with respect to which such Option is being exercised as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares of Common Stock. Neither the Optionee nor any person
exercising an Option in accordance with the provisions of Section 10(d) shall
have any privileges as a holder of shares of Common Stock with respect to any
shares of Common Stock subject to an Option granted under this Plan until the
date of payment for such shares of Common Stock pursuant to the Option.

            (d) DETERMINATION OF FAIR MARKET VALUE. For purposes of this Plan,
the "FAIR MARKET VALUE" of a share of Common Stock, as of any date, shall be
determined as follows:

                  (i) if the Common Stock is a class of securities then listed
      or admitted to trading on any national securities exchange or traded on
      any national market system (including, but not limited to, The New York
      Stock Exchange and The Nasdaq National Market), the closing sale price of
      the Common Stock on such date or, if no such sale takes place on such
      date, the average of the closing bid and ask prices for the Common Stock
      on such date, in each case as officially reported on the principal
      national securities exchange or national market system on which such
      securities are then listed, admitted to trading or traded;

                  (ii) if the Common Stock is not a class 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 the Common Stock in the over-the-counter market on such date as shown
      by the NASD automated quotation system, or if the Common Stock is not a
      class of securities 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 the Common Stock is not a class 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 for the Common Stock are then so reported by
      such exchange or system, or else if no closing bid and ask prices for the
      Common Stock are then son quoted or published in the over-the-counter
      market, the fair


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      value of such share of Common Stock on such date, which shall be
      determined in good faith by the Board.

      SECTION 9.  ADJUSTMENTS.

            (a) CHANGES IN CAPITAL STRUCTURE. Subject to Section 9(b), if shares
of Common Stock are changed by reason of a stock split, reverse stock split,
stock dividend or recapitalization, or converted into or exchanged for other
securities as a result of a merger, consolidation or reorganization, the
Committee shall make such adjustments in the number and class of shares of
Common Stock with respect to which Options may be granted under this Plan as
shall be equitable and appropriate in order to make such Options, as nearly as
may be practicable, equivalent to such Options immediately prior to such change.
A corresponding adjustment changing the number and class of shares allocated to,
and the Option Price of, each Option or portion thereof outstanding at the time
of such change shall likewise be made.

            (b) MATERIAL TRANSACTIONS.

            The following rules shall apply in connection with the dissolution
or liquidation of the Company, a reorganization, merger or consolidation in
which the Company is not the surviving corporation, or a sale of all or
substantially all of the assets of the Company to another person or entity
(each, a "MATERIAL TRANSACTION"), unless otherwise provided in the Option
Agreement:

                  (i) each holder of an Option outstanding at such time shall be
      given (A) written notice of such Material Transaction at least 20 days
      prior to its proposed effective date (as specified in such notice) and (B)
      an opportunity, during the period commencing with delivery of such notice
      and ending 10 days prior to such proposed effective date, to exercise the
      Option to the full extent to which such Option would have been exercisable
      by the Optionee at the expiration of such 20-day period; provided,
      however, that upon the occurrence of a Material Transaction, all Options
      granted under the Plan and not so exercised shall automatically terminate;
      and

                  (ii) Notwithstanding anything contained in the Plan to the
      contrary, Section 9(b)(i) shall not be applicable if provision shall be
      made in connection with such Material Transaction for the assumption of
      outstanding Options by, or the substitution for such Options of new
      options covering the equity securities of, the surviving, successor or
      purchasing corporation, or a parent or subsidiary thereof, with
      appropriate adjustments as to the number, kind and option prices of shares
      of Common Stock subject to such options.

            (c) SPECIAL RULES. The following rules shall apply in connection
with SECTIONS 9(a) AND (b):

                  (i) no fractional shares shall be issued as a result of any
      such adjustment, and any fractional shares resulting from the computations
      pursuant to SECTIONS 9(A) or (B) shall be eliminated and the Optionee
      shall receive cash consideration for such fractional share at the time of
      the exercise of such Option at the Fair Market Value of such share of
      Common Stock at the time of exercise;


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                  (ii) no adjustment shall be made for cash dividends or the
      issuance to holders of rights to subscribe for additional shares of Common
      Stock or other securities; and

                  (iii) any adjustments referred to in SECTIONS 9(A) or (B)
      shall be made by the Committee in its sole discretion and shall be
      conclusive and binding on all persons holding Options granted under this
      Plan.

      SECTION 10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

            (a) COMPLIANCE WITH SECURITIES LAWS. No Options shall be granted
under this Plan, and no shares of Common Stock shall be issued and delivered
upon the exercise of Options granted under this Plan, unless and until the
Company and/or the Optionees to whom such Options shall be granted shall have
complied with all applicable Federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.

            (b) REPRESENTATIONS AND WARRANTIES. The Committee in its discretion
may, as a condition to the exercise of any Option granted under this Plan,
require the Optionee to whom such Option shall be granted (i) to represent and
warrant in writing that the shares of Common Stock received upon exercise of
such Option are being acquired for investment and not with a view to
distribution and (ii) to make such other representations and warranties as are
deemed appropriate by the Company.

            (c) LEGENDS. Each certificate issued by the Company (or its transfer
agent) that represents shares of Common Stock acquired upon the exercise of
Options that have not been registered under the Securities Act shall, , if
required by the Committee, bear the following legend and such additional legends
as may be required by the Option Agreement evidencing a particular Option:

               "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
               "SECURITIES ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR
               INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
               NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
               ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
               SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
               SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
               REQUIRED."

            (d) NONASSIGNABILITY OF OPTION RIGHTS. No Option granted under this
Plan shall be assignable or otherwise transferable by the Optionee except by
will or by the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by the Optionee. If an Optionee dies,
his or her Option shall thereafter be exercisable, during the period specified
in SECTION 7(b)(ii) or (iii) (as the case may be), by his or her executors or
administrators


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to the full extent to which such Option was exercisable by the Optionee at the
time of his or her death.

      SECTION 11. ADOPTION AND STOCKHOLDER APPROVAL.

            This Plan shall become effective on the date (the "EFFECTIVE Date")
of its adoption by the Board and approval by a majority of the stockholders of
the Company.

      SECTION 12. EXPIRATION AND TERMINATION OF THE PLAN.

            Except with respect to Options then outstanding, this Plan shall
expire on the first to occur of (i) the fifteenth anniversary of the date on
which the Prior Plan was adopted by the holders of Units and (ii) the date as of
which the Board, in its sole discretion, determines that this Plan shall
terminate (the "EXPIRATION DATE"). Any Options outstanding as of the Expiration
Date shall remain in effect until they have been exercised or terminated or have
expired by their respective terms.

      SECTION 13. AMENDMENT OF THIS PLAN.

            This Plan may be amended by the stockholders of the Company. This
Plan may also be amended by the Board or the Committee, including, without
limitation, to the extent necessary to qualify any or all outstanding Options
granted under this Plan or Options to be granted under this Plan for favorable
federal income tax treatment (including deferral of taxation upon exercise), to
the extent necessary to ensure the qualification of this Plan under Rule 16b-3,
at such time, if any, as the Company has a class of stock registered pursuant to
Section 12 of the 1934 Act, and to the extent necessary to qualify shares of
Common Stock issuable upon exercise of any outstanding Options granted, or
Options to be granted, under this Plan for listing or admission for trading on
any securities exchange or automated quotation system. Any amendment approved by
the Committee which is of a scope that requires stockholder approval under
applicable law or requires stockholder approval in order to ensure the
compliance of this Plan with Rule 16b-3 at such time, if any, as the Company has
a class of capital stock registered pursuant to Section 12 of the 1934 Act,
shall be subject to obtaining such stockholder approval. Any modification or
amendment of this Plan shall not, without the consent of an Optionee, adversely
affect his or her rights under an Option previously granted to him or her. With
the consent of the Optionee affected, the Committee may amend such Optionee's
outstanding Option Agreements in a manner which may be materially adverse to
such Optionee but which is not inconsistent with this Plan.

      SECTION 14. CAPTIONS.

            The use of captions in this Plan is for convenience. The captions
are not intended to provide substantive rights or to affect the construction or
interpretation of the provisions of this Plan.

      SECTION 15. WITHHOLDING TAXES.

            Whenever under the Plan, Units are to be delivered by an Optionee
upon exercise of an Option, the Company shall be entitled to require as a
condition of delivery that the


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Optionee remit or, in appropriate cases, agree to remit when due, an amount
sufficient to satisfy all current or estimated future Federal, state and local
income tax withholding the employee's portion of any employment tax requirements
relating thereto.

      SECTION 16. OTHER PROVISIONS.

            Each Option granted under this Plan may contain such other terms and
conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole discretion.

      SECTION 17. NUMBER AND GENDER.

            With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

      SECTION 18. GOVERNING LAW.

            The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware without regard to conflict of laws provisions thereunder.

                                    * * * * *

As adopted by the Board of Directors
and Stockholders of dj Orthopedics, Inc.
on November 6, 2001.




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