**Exhibit 10.6**

** **

**NONSTATUTORY STOCKOPTION AGREEMENT**

** **

This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”),dated as of March **[      ]**,2008 (the “Effective Date”), is made by and between DJO Incorporated, aDelaware corporation (the “Company”), and **[                        ]**(the “Optionee”).

 

**WHEREAS**, the Company desires to grant the Optionee anonqualified stock option in recognition of the Optionee’s service to theCompany and to further align the Optionee’s interests with those of the Company’sstockholders.

 

**NOW THEREFORE**, the parties to this Agreement, hereby agreeas follows:

 

# 1.             **CertainDefinitions**.  Capitalizedterms used, but not otherwise defined, in this Agreement will have the meaningsgiven to such terms in the Company’s 2007 Incentive Stock Plan (the “Plan”).  As used in this Agreement:

#  

## (a)           “Board” means the Board of Directors of the Company.

##  

## (b)           “Blackstone” means each of Blackstone Capital Partners VL.P. a Cayman Islands limited partnership, Blackstone Family InvestmentPartnership V L.P., a Cayman Islands limited partnership, Blackstone FamilyInvestment Partnership V-A L.P., a Cayman Islands limited partnership,Blackstone Participation Partnership V L.P., a Cayman Islands limitedpartnership and each of their respective Affiliates.

##  

## (c)           “Change in Control” means (i) the sale ordisposition, in one or a series of related transactions, of all orsubstantially all of the assets of the Company to any “person” or “group” (assuch terms are defined in Sections 13(d)(3) and 14(d)(2) of the ExchangeAct) other than a sale or disposition where Blackstone retains all orsubstantially all of the assets of the Company, or (ii) any person orgroup, other than Blackstone, is or becomes the ‘beneficial owner” (as definedin Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,of more than 50% of the total voting power of the voting stock of the Company,including by way of merger, consolidation or otherwise (other than an offeringof stock to the general public through a registration statement filed with theSecurities and Exchange Commission); or (iii) the approval by thestockholders of the Company of a plan of complete liquidation of the Company.

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## (d)           “Code” means the Internal Revenue Code of 1986, asamended.

##  

## (e)           “Company” has the meaning specified in the introductoryparagraph of this Agreement or its successors; provided, that to the extentthat any class of equity securities of a member of the Company’s controlledgroup becomes publicly traded on an established securities market, the term “Company”shall be deemed to refer to such publicly traded entity.

##  

## (f)            “Compensation Committee” means the Executive CompensationCommittee of the Board.

##  

## (g)           “Credit Agreement” means that certain Credit Agreementdated November 20, 2007, by and between DJO Finance LLC (f/k/a ReAbleTherapeutics Finance LLC), DJO Holdings LLC (f/k/a ReAble Therapeutics HoldingsLLC), Credit Suisse and certain other lenders.

##  

## (h)           “Disability” shall mean the Optionee is disabled asdetermined under Section 409A(a)(2)(C) of the Code.

 

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## (i)            “EBITDA” shallmean, for any applicable period, “Consolidated EBITDA” as defined in the CreditAgreement for such period, excluding forward cost savings as determined by theBoard.

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## (j)            “Fair Market Value” has the meaning specified in thePlan, except as expressly set forth herein.

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## (k)           “First Performance-Based Tranche” has the meaningspecified in Section 2 of this Agreement.

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## (l)            “Free Cash Flow” shall mean, for any applicable period,EBITDA (as defined above) for such period minus capital expenditures duringsuch period and increased or decreased, as the case may be, by the change inOperating Working Capital during such period.

##  

## (m)          “Good Reason” shall mean a material reduction in theOptionee’s compensation below the amount of compensation in effect on the dateof this Agreement which is not cured within thirty (30) days following theCompany’s or its subsidiary’s, as applicable, receipt of written notice fromsuch Optionee describing the event constituting Good Reason.

##  

## (n)           “Operating Working Capital” as of any date shall mean thedifference between current assets (excluding cash and investments, interest andtax accounts) and current liabilities (excluding debt, interest and taxaccounts).  Accrued liabilities relatedto restructuring charges added back for the purposes of computing EBITDA arealso excluded from current liabilities to compute Operating Working Capital.

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## (o)           “Option” has the meaning specified in Section 2 ofthis Agreement.

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## (p)           “Option Price” has the meaning specified in Section 2of this Agreement.

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## (q)           “Option Shares” has the meaning specified in Section 2of this Agreement.

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## (r)            “Performance Period” shall mean the five-year period commencing January 1,2008 and ending December 31, 2012.

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## (s)           “Second Performance-Based Tranche” has the meaningspecified in Section 2 of this Agreement.

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## (t)            “Stockholders Agreement” shall mean that certainstockholders agreement applicable to the Optionee, as amended from time totime.

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## (u)           “Termination for Cause” shall mean the termination by theCompany of Optionee’s employment with the Company as a result of (i) theOptionee’s willful and continued failure to substantially perform Optionee’sduties (other than any such failure resulting from the Optionee’s Disability orany such failure subsequent to the Optionee being delivered notice of theCompany’s intent to terminate the Optionee’s employment without Cause), (ii) convictionof, or a plea of nolo contendere to, (A) a felony (other thantraffic-related) under the laws of the United States or any state thereof orany similar criminal act in a jurisdiction outside the United States or (B) acrime involving moral turpitude that could be injurious to the Company or itsreputation, (iii) the Optionee’s willful malfeasance or willful misconductwhich is materially and demonstrably injurious to the Company, or (iv) anyact of fraud by the Optionee in the performance of the Optionee’s duties.

 

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# 2.             **Grant of Stock Option**.  Subject to and upon the terms, conditions,and restrictions set forth in this Agreement and in the Plan, the Company hasgranted to Optionee an option (the “Option”) to purchase **[        ]**shares of the Company’s common stock (the “Option Shares”) at a price (the “OptionPrice”) of $**[        ]**per share, which is the Fair Market Value per share on the Effective Date.  The Option may be exercised from time to timein accordance with the terms of this Agreement. Subject to adjustment as hereinafter provided, (a) [        ]of the Option Shares constitute the “Time-Based Tranche”, (b) [        ]of the Option Shares constitute the First Performance-Based Tranche, and (c) [        ]of the Option Shares constitute the Second Performance-Based Tranche.

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# 3.             **Term of Option**. The term of the Option shall commence onthe Effective Date and, unless earlier terminated in accordance with Section 7hereof, shall expire ten (10) years from the Effective Date.

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# 4.             **Right to Exercise**.  Unless terminated as hereinafter provided,the Option shall become exercisable only as follows:

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## (a)           The Option Shares in the Time-Based Tranche shall becomevested and exercisable in accordance with the schedule set forth immediatelybelow, provided the Optionee remains in the continuous employ of the Company,any Subsidiary or Affiliate as of each such date.

 
| **Vesting Date**       | ** ** | **Percentage of Time-Based  Tranche Option   Shares that Vest** |
|------------------------|------------|-----------------------------------------------------------------|
| December 31, 2008 |       | 25%                                                             |
| December 31, 2009 |       | 20%                                                             |
| December 31, 2010 |       | 18.33%                                                          |
| December 31, 2011 |       | 18.33%                                                          |
| December 31, 2012 |       | 18.34%                                                          |

 

## (b)           The Option Shares in the First Performance-Based Trancheshall become vested and exercisable as of the date of the certification of thesatisfaction of each such Annual Performance Target in accordance with theschedule set forth immediately below:

 
| **Vesting Date if First Performance-Based   Target is Satisfied** | ** ** | **Percentage of First  Performance-Based  Tranche Option Shares that Vest** |
|-------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|
| December 31, 2008                                            |       | 25% times Performance  Percentage                                           |
| December 31, 2009                                            |       | 20% times Performance  Percentage                                           |
| December 31, 2010                                            |       | 18.33% times Performance  Percentage                                        |
| December 31, 2011                                            |       | 18.33% times Performance  Percentage                                        |
| December 31, 2012                                            |       | 18.33% times Performance  Percentage                                        |

 

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## For purposes of the foregoing schedule, the Performance Percentage isthe weighted average of the EBITDA Factor, weighted at seventy percent (70%),and the Free Cash Flow Factor, weighted at thirty percent (30%), where theEBITDA Factor and Free Cash Flow Factor are determined as follows:

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## (i) The EBITDA Factor.  The EBITDA Factor is determined in accordancewith the schedule set forth on Attachment A. If the actual EBITDA achieved is less than the EBITDA Base Case for theapplicable year set forth on Attachment A, then the EBITDA Factor is zeropercent (0%).  If the actual EBITDAachieved is equal to or exceeds the EBITDA Base Case for the applicable year asset forth on Attachment A, then the EBITDA Factor shall equal eighty percent(80%) plus an additional percentage between zero percent (0%) and twentypercent (20%) determined in linear proportion to the portion of the differencebetween the EBITDA Base Case and the EBITDA Target that is actuallyachieved.  For example, for 2008 theEBITDA Base Case is 245 and the EBIDTA Target is 253.  If the actual EBITDA achieved for 2008 was249, then the EBITDA Factor would equal eighty percent (80%) for achieving theEBITDA Base Case plus ten percent (10%) because half of the difference betweenthe EBITDA Base Case and the EBITDA Target was actually achieved.  Accordingly, the EBITDA Factor in thisexample would be ninety percent (90%).

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## (ii) Free Cash Flow Factor.  The Free Cash Flow Factor is determined inthe same manner as the EBITDA Factor as described in Section (c)(i) aboveusing the Free Cash Flow Base Case and Free Cash Flow Target set forth onAttachment A.

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## Any Option Shares in the FirstPerformance-Based Tranche which the Optionee does not earn the right toexercise shall thereupon expire and terminate.

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## (c)           The Option Shares in the Second Performance-Based Trancheshall become vested and exercisable as of the date of the certification of thesatisfaction of each such Annual Performance Target in accordance with theschedule set forth immediately below:

 
| **Vesting Date if Second Performance-  Based Target is Satisfied** | ** ** | **Percentage of Second  Performance-Based   Tranche Option Shares that Vest** |
|--------------------------------------------------------------------|------------|-------------------------------------------------------------------------------|
| December 31, 2008                                             |       | 25% times Enhanced  Performance Percentage                                    |
| December 31, 2009                                             |       | 20% times Enhanced  Performance Percentage                                    |
| December 31, 2010                                             |       | 18.33% times Enhanced  Performance Percentage                                 |
| December 31, 2011                                             |       | 18.33% times Enhanced  Performance Percentage                                 |
| December 31, 2012                                             |       | 18.33% times Enhanced  Performance Percentage                                 |

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## For purposes of the foregoing schedule, theEnhanced Performance Percentage is the weighted average of the Enhanced EBITDAFactor, weighted at seventy percent (70%), and the Enhanced Free Cash FlowFactor, weighted at thirty percent (30%), where the Enhanced EBITDA Factor andthe Enhanced Free Cash Flow Factor are determined as follows:

 

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## (i) Enhanced EBITDA Factor.  The Enhanced EBITDA Factor is determined inthe same manner as the EBITDA Factor as described in Section (c)(i) aboveusing the Enhanced EBITDA Base Case and the Enhanced EBITDA Target set forth onAttachment B.

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## (ii) Enhanced Free Cash FlowFactor.  The Enhanced Free Cash FlowFactor is determined in the same manner as the EBITDA Factor as described in Section (c)(i) aboveusing the Enhanced Free Cash Flow Base Case and the Enhanced Free Cash Flow Targetset forth on Attachment B.

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## Any Option Shares in the SecondPerformance-Based Tranche which the Optionee does not earn the right toexercise shall thereupon expire and terminate.

##  

## (d)           Notwithstanding the foregoing, (i) the Option Sharesof the Time-Based Tranche granted hereby shall become immediately exercisableupon the occurrence of a Change in Control if Optionee remains in thecontinuous employ of the Company or any Subsidiary until the date of theconsummation of such Change in Control, and (ii) the Option Shares of theFirst Performance-Based Tranche and the Second Performance-Based Tranche forthe year in which such Change of Control is consummated and for any subsequentPerformance Periods shall become immediately exercisable if the Optionee remainsin the continuous employ of the Company or any Subsidiary until the date ofconsummation of such Change in Control.

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## (e)           Notwithstanding anythingherein to the contrary, if the Optionee is on an approved leave of absence, asprovided in the last paragraph of Section 7 hereof, the Optionee will beconsidered as still in continuous employ of the Company, a Subsidiary or anAffiliate for purposes of this Plan.

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## (f)            The Optionee shall be entitled to the privileges ofownership with respect to Option shares purchased and delivered to Optioneeupon the exercise of all or part of this Option, subject to Section 8hereof.

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## (g)           All of the financial factors utilized as described aboveto establish the vesting of the Option Shares shall be determined from the booksand records of the Company by the Chief Financial Officer of the Company andany such determination that is reviewed and approved by the Board shall befinal and binding on Optionee for all purposes under this Agreement.

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# 5.            **Option Nontransferable**.  The Optionee may not transfer or assign allor any part of the Option other than by will or by the laws of descent anddistribution.  This Option may beexercised, during the lifetime of the Optionee, only by the Optionee, or in theevent of the Optionee’s legal incapacity, by the Optionee’s guardian or legalrepresentative acting on behalf of the Optionee in a fiduciary capacity understate law and court supervision. Notwithstanding anything herein to the contrary, the Optionee maytransfer or assign all or any part of the Option to “family members” (asdefined in the General Instructions to Form S-8 of the Securities Act of1933) or trusts, partnerships or similar entities for the benefit of suchfamily members, for estate planning purposes or in connection with thedisposition of Optionee’s estate.

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# 6.            **Notice of Exercise;Payment**.

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(a)           Tothe extent then exercisable, the Option may be exercised in whole or in part bywritten notice to the Company stating the number of Option Shares for which theOption 

 

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## is being exercised and the intended manner of payment.  The date of such notice shall be the exercisedate.  Payment equal to the aggregateOption Price of the Option Shares being purchased pursuant to an exercise ofthe Option must be tendered in full with the notice of exercise to the Companyin one or a combination of the following methods as specified by the Optioneein the notice of exercise:  (i) cashin the form of currency or check or by wire transfer as directed by theCompany, (ii) solely following anIPO in Shares otherwise being traded on an established securities market, through thesurrender to the Company of Shares owned by the Optionee for at least sixmonths as valued at their Fair Market Value on the date of exercise, (iii) throughnet exercise, using Shares to be acquired upon exercise of the Option, suchShares being valued at their Fair Market Value (which for such purpose shallhave the meaning set forth in the Stockholders Agreement) on the date ofexercise, or (iv) through such other form of consideration as is deemedacceptable by the Board.

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## (b)           As soon as practicable upon the Company’s receipt of theOptionee’s notice of exercise and payment, the Company shall direct the dueissuance of the Option Shares so purchased.

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## (c)           As a further condition precedent to the exercise of thisOption in whole or in part, the Optionee shall comply with all regulations andthe requirements of any regulatory authority having control of, or supervisionover, the issuance of the shares of commonstock and in connection therewith shall execute any documents which theBoard shall in its sole discretion deem necessary or advisable.

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# 7.            **Termination of Agreement**.  The Agreement and the Option granted herebyshall terminate automatically and without further notice on the earliest of thefollowing dates:

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## (a)           After the Optionee’s termination due to the Optionee’sdeath or Disability, all unvested Time-Based Options will be forfeitedimmediately and terminate and all vested Options from any Tranche shall remainexercisable until the lesser of (i) one (1) year following theOptionee’s date of termination or (ii) the remaining term of the Option;provided, however, that it shall be a condition to the exercise of the Optionin the event of the Optionee’s death that the Person exercising the Optionshall (i) have agreed in a form satisfactory to the Company to be bound bythe provisions of this Agreement and the Stockholders Agreement and (ii) complywith all regulations and the requirements of any regulatory authority havingcontrol of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute anydocuments which the Board shall in its sole discretion deem necessary oradvisable.  Unvested Options from theFirst and Second Performance-Based Tranches shall remain outstanding for thetwelve (12) month period following the date of such termination by reason ofdeath or Disability.  To the extentapplicable performance targets are achieved, or a Change in Control occurs,within such twelve (12) month period following the date of termination due tothe Optionee’s death or Disability (each, a “Post-Termination Vesting Event”),the appropriate number of Options will vest as of such Post-Termination VestingEvent, and remain exercisable for twelve (12) months following suchPost-Termination Vesting Event (but not beyond the remaining term of theOption).  On the twelve (12) monthanniversary of the date of termination of employment by reason of death orDisability, all remaining unvested options from the First and SecondPerformance-Based Tranches will be forfeited;

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## (b)           After the Optionee’s termination by the Company withoutCause or by the Optionee for Good Reason, all unvested Time-Based Options willbe forfeited immediately and terminate and all vested Options from any Trancheshall remain exercisable until the lesser of (i) ninety (90) calendar daysfollowing the Optionee’s date of termination or (ii) the remaining term ofthe Option.  Unvested options from theFirst and Second Performance-Based Tranches shall 

 

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## remain outstanding for the twelve (12) month period following the dateof such termination by reason of termination by the Company without Cause or bythe Optionee for Good Reason.  To theextent a Post-Termination Vesting Event occurs within such twelve (12) monthperiod, the appropriate number of Options will vest as of such Post-TerminationVesting Event, and remain exercisable for ninety (90) calendar days followingsuch Post-Termination Vesting Event (but not beyond the remaining term of theOption).  On the twelve (12) monthanniversary of the date of termination of employment by reason of terminationby the Company without Cause or by the Executive with Good Reason, allremaining unvested options from the First and Second Performance-Based Trancheswill be forfeited;

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## (c)           The date of the Optionee’s Termination for Cause, uponwhich all vested and unvested Options will be forfeited immediately andterminate;

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## (d)           After the Optionee’s termination without Good Reason, allunvested options will be forfeited immediately and terminate and all vestedOptions from any Tranche shall remain exercisable until the lesser of (i) ninety(90) calendar days following the Optionee’s date of termination or (ii) theremaining term of the Option; or

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## (e)           Ten (10) years from the Effective Date.

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Notwithstanding the foregoing, in all terminationevents other than a termination of the Optionee’s employment for Cause, if thelast day to exercise vested Options occurs after the date on which the Company’scommon stock is publicly traded on a national stock exchange and during alock-up period or securities law blackout period, the otherwise applicablepost-termination Option exercise period shall continue, but not beyond theremaining term of the Option, until thirty (30) calendar days after the firstday when the terminating the Optionee is no longer precluded from selling stockacquired upon exercise of Options for either of such reasons.  Notwithstanding anything to the contraryherein, nothing herein shall prohibit the Optionee from exercising his or hervested Options through net exercise, using Shares to be acquired upon exerciseof the Option, during any lock-up or securities law blackout period to theextent not prohibited by law.

 

In the event that the Optionee’s employment isterminated in the circumstances described in Section 7(c) hereof,this Agreement shall terminate at the time of such termination notwithstandingany other provision of this Agreement and the Optionee’s Option will cease tobe exercisable to the extent exercisable as of such termination and will not beor become exercisable after such termination. The Optionee shall be deemed to be an employee of the Company or anySubsidiary if on a leave of absence approved in writing by the Board or theChief Executive Officer of the Company to the extent consistent with Section 409Aof the Code.

 

# 8.            **Stockholders Agreement**.  The Optionee agrees that any Option Sharesthat the Optionee receives pursuant to this Agreement or under the Plan aresubject to the terms and conditions set forth in the Stockholders Agreement.

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# 9.            **No Employment Contract**.  Nothing contained in this Agreement shall (a) conferupon the Optionee any right to be employed by or remain employed by the Companyor any Subsidiary, or (b) limit or affect in any manner the right of theCompany or any Subsidiary to terminate the employment or adjust thecompensation of the Optionee.

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# 10.          **Dividend Equivalents**.  Upon the payment of any ordinary orextraordinary cash dividend (or similar distributions) to holders of Companycommon stock, the Optionee will be credited with dividend equivalent rightswith respect to the Options as follows. Dividend 

 

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# equivalents relating to vested Options shallbe paid to the Optionee in cash at the same time dividends are paid to holdersof Company common stock.  Dividendequivalents relating to unvested Options will be credited to a notional accountmaintained on the books of the Company for the benefit of the Optionee, whichaccount shall not accrue interest.  TheOptionee will become vested in such account at the same time as the Options towhich the dividend equivalents relate vest and become exercisable, and suchvested amounts shall be payable in cash upon the applicable vesting date, andin no event later than 21⁄2 months following the end of the calendar year inwhich the applicable vesting date occurs. Unvested amounts held in such account shall be forfeited by the Optioneeupon the date of any termination of employment; provided, however, that if suchtermination results in the continuation of unvested Options from the First andSecond Performance-Based Tranches, as provided in Sections 7(a) and 7(b),above, forfeiture of dividend equivalents shall be delayed until the twelve(12) month anniversary of such termination, and to the extent that any Optionsvest during such twelve (12) month period, such related dividend equivalentsshall also vest and be paid to the Optionee in cash on the twelve (12) monthanniversary of such termination or, if the Options are forfeited, such relateddividend equivalents shall also be forfeited.

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# 11.          **Taxes and Withholding**.  The Company or any Subsidiary may withhold,or require the Optionee to remit to the Company or any Subsidiary, an amountsufficient to satisfy federal, state, local or foreign taxes (including theOptionee’s FICA obligation) in connection with any payment made or benefitrealized by the Optionee or other person under this Agreement or otherwise, andif the amounts available to the Company or any Subsidiary for such withholdingare insufficient, it shall be a condition to the receipt of such payment or therealization of such benefit that Optionee or such other person makearrangements satisfactory to the Company or any Subsidiary for payment of thebalance of such taxes required to be withheld. The Optioneemay elect to have such withholding obligation satisfied by surrendering to theCompany or any Subsidiary a portion of the Option Shares that are issued or transferred to theOptionee upon the exercise of an Option (but only to the extent of the minimumwithholding required by law), and the Option Shares so surrendered by Optioneeshall be credited against any such withholding obligation at the Fair MarketValue (which for such purpose shall have the meaning set forth in theStockholders Agreement) ofsuch Shares on the date of such surrender.

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# 12.          **Compliance with Law**.  The Company shall make reasonable efforts tocomply with all applicable federal and state securities laws; provided,however, that notwithstanding any other provision of this Agreement, the Optionshall not be exercisable if the exercise thereof would result in a violation ofany such law.

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# 13.          **Adjustments**.

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## (a)           The Board shall make or provide for such substitution oradjustments in the number of Option Shares covered by this Option, in theOption Price applicable to such Option, and in the kind of shares coveredthereby and/or such other equitable substitution or adjustments as the Boardmay determine to prevent dilution or enlargement of the Optionee’s rights thatotherwise would result from (i) any stock dividend, extraordinary cash-dividend,stock split, combination of shares, recapitalization, or other change in thecapital structure of the Company, (ii) any merger, consolidation,spin-off, split-off, spin-out, split-up, reclassification, reorganization,partial or complete liquidation, or other distribution of assets or issuance ofrights or warrants to purchase securities, or (iii) any other corporatetransaction or event having an effect similar to any of the foregoing.  In the case of a Change in Control, suchsubstitutions and adjustments include, without limitation, canceling any andall Options in exchange for cash payments equal to the excess, if any, of thevalue of the consideration paid to a shareholder of an 

 

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## Option Share over the Option Price per share subject to such Option inconnection with such an adjustment event.

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## (b)           To the extent that any equity securities of any member ofthe Company’s controlled group become publicly traded, at such time all Optionsshall be exchanged, in a manner consistent with Sections 409A and 424 of theCode, for options with the same intrinsic value in the publicly-traded entity,and all Shares shall be exchanged for shares of common stock with the sameaggregate value of the publicly-traded entity.

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# 14.          **Relation to Other Benefits**.  Any economic or other benefit to Optioneeunder this Agreement shall not be taken into account in determining anybenefits to which Optionee may be entitled under any profit-sharing, retirementor other benefit or compensation plan maintained by the Company or anySubsidiary and shall not affect the amount of any life insurance coverageavailable to any beneficiary under any life insurance plan covering employeesof the Company or any Subsidiary.

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# 15.          **Amendments**.  Any amendment to the Plan shall be deemed tobe an amendment to this Agreement to the extent that the amendment isapplicable hereto.

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# 16.          **Severability**.  If one or more of the provisions of thisAgreement is invalidated for any reason by a court of competent jurisdiction,any provision so invalidated shall be deemed to be separable from the otherprovisions hereof, and the remaining provisions hereof shall continue to bevalid and fully enforceable.

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# 17.          **Relation to Plan**.  This Agreement is subject to the terms andconditions of the Plan.  In the event ofany inconsistent provisions between this Agreement and the Plan, the Plan shallgovern.  The Board acting pursuant to thePlan, as constituted from time to time, shall, except as expressly providedotherwise herein, have the right to determine any questions which arise inconnection with the Option or its exercise.

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# 18.           **Successors and Assigns**.  The provisions of this Agreement shall inureto the benefit of, and be binding upon, the successors, administrators, heirs,legal representatives and assigns of Optionee, and the successors and assignsof the Company.

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# 19.          **Governing Law**.  The interpretation, performance, andenforcement of this Agreement shall be governed by the laws of the State of NewYork, without giving effect to the principles of conflict of laws thereof andall parties, including their successors and assigns, consent to thejurisdiction of the state and federal courts of New York.

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# 20.          **Prior Agreement**.  As of the Effective Date, this Agreement supersedesany and all prior and/or contemporaneous agreements, either oral or in writing,between the parties hereto, or between either or both of the parties hereto andthe Company, with respect to the subject matter hereof.  Each party to this Agreement acknowledgesthat no representations, inducements, promises, or other agreements, orally orotherwise, have been made by any party, or anyone acting on behalf of anyparty, pertaining to the subject matter hereof, which are not embodied herein,and that no prior and/or contemporaneous agreement, statement or promisepertaining to the subject matter hereof that is not contained in this Agreementshall be valid or binding on either party.

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# 21.          **Notices**.  For all purposes of this Agreement, allcommunications, including without limitation notices, consents, requests orapprovals, required or permitted to be given hereunder will be in writing andwill be deemed to have been duly given when hand delivered or 

 

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# dispatched by electronic facsimiletransmission (with receipt thereof confirmed), or five business days afterhaving been mailed by United States registered or certified mail, returnreceipt requested, postage prepaid, or three business days after having beensent by a nationally recognized overnight courier service such as FederalExpress, UPS, or Purolator, addressed to the Company (to the attention of theSecretary of the Company) at its principal executive offices and to Optionee athis principal residence, or to such other address as any party may havefurnished to the other in writing and in accordance herewith, except thatnotices of changes of address shall be effective only upon receipt.

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

 

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed on its behalf by its dulyauthorized officer and the Optionee has executed this Agreement, as of the dayand year first above written.

 

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

 

 

I hereby agree to be boundby the terms of the Plan, this Agreement and the Stockholder’s Agreement.  I hereby further agree that all the decisionsand determinations of the Board shall be final and binding.

 

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

 

 

*[Signature Page to OptionAgreement]*

 

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**ATTACHMENT A**

**First Performance-Based Tranche**

 

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**ATTACHMENT B**

 

**Second Performance-Based Tranche**

 

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