CONTEMPORANEOUS AGREEMENTS, EITHER
ORAL OR IN WRITING, BETWEEN THE PARTIES HERETO, OR BETWEEN EITHER OR BOTH OF THE
PARTIES HERETO AND THE COMPANY, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
EACH
PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT NO REPRESENTATIONS, INDUCEMENTS,
PROMISES, OR OTHER AGREEMENTS, ORALLY OR OTHERWISE, HAVE BEEN MADE BY ANY PARTY,
OR ANYONE ACTING ON BEHALF OF ANY PARTY, PERTAINING TO THE SUBJECT MATTER
HEREOF, WHICH ARE NOT EMBODIED HEREIN, AND THAT NO PRIOR AND/OR CONTEMPORANEOUS
AGREEMENT, STATEMENT OR PROMISE PERTAINING TO THE SUBJECT MATTER HEREOF THAT IS
NOT CONTAINED IN THIS AGREEMENT SHALL BE VALID OR BINDING ON EITHER PARTY.
21.
NOTICES.
FOR ALL PURPOSES OF THIS AGREEMENT,
ALL COMMUNICATIONS, INCLUDING WITHOUT LIMITATION NOTICES, CONSENTS, REQUESTS OR
APPROVALS, REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER WILL BE IN WRITING AND
WILL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN HAND DELIVERED OR DISPATCHED BY
ELECTRONIC FACSIMILE TRANSMISSION (WITH RECEIPT THEREOF CONFIRMED), OR FIVE
BUSINESS DAYS AFTER HAVING BEEN MAILED BY UNITED STATES REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR THREE BUSINESS DAYS AFTER
HAVING BEEN SENT BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE SUCH AS
FEDERAL EXPRESS, UPS, OR PUROLATOR, ADDRESSED TO THE COMPANY (TO THE ATTENTION
OF THE SECRETARY OF THE COMPANY) AT ITS PRINCIPAL EXECUTIVE OFFICES AND TO
OPTIONEE AT HIS PRINCIPAL RESIDENCE, OR TO SUCH OTHER ADDRESS AS ANY PARTY MAY
HAVE FURNISHED TO THE OTHER IN WRITING AND IN ACCORDANCE HEREWITH, EXCEPT THAT
NOTICES OF CHANGES OF ADDRESS SHALL BE EFFECTIVE ONLY UPON RECEIPT.
22.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT
ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
5
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and the Optionee has executed this
Agreement, as of the day and year first above written.
REABLE THERAPEUTICS, INC.:
HARRY L. ZIMMERMAN
I hereby accept the Option described in this Agreement, and I agree to be bound
by the terms of the Plan and the Management Stockholders Agreement.
I hereby
further agree that I have released any interest in, and all rights with respect
to, the DJO Options.
I understand that all of the decisions and determinations
of the Board shall be final and binding.
OPTIONEE:
[Signature Page to DJO Nonstatutory Stock Option Rollover Agreement]
EXHIBIT A
DESCRIPTION OF THE OPTION
Date of Grant:
Vesting Schedule:
Exercise Price Per Share:
Total Number of Options Granted:
Term/Expiration Date:
EXHIBIT B
MANAGEMENT STOCKHOLDERS AGREEMENT