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