Exhibit 10.6
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 RECEIVING RETENTION BONUS.
YOU WILL BE ENTITLED
TO RECEIVE FIFTY PERCENT (50%) OF THE RETENTION BONUS ON JANUARY 1, 2008, AND
FIFTY PERCENT (50%) OF THE RETENTION BONUS ON JANUARY 1, 2009 (EACH, A
"RETENTION DATE"), SUBJECT TO FORFEITURE AND/OR REPAYMENT IF YOU DO NOT REMAIN
EMPLOYED BY THE COMPANY THROUGH JANUARY 1, 2009, AS DESCRIBED BELOW.
NOTWITHSTANDING THE FORGOING, IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY
WITHOUT "CAUSE" (AS DEFINED IN YOUR CHANGE OF CONTROL SEVERANCE AGREEMENT WITH
THE COMPANY, DATED AS OF SEPTEMBER 19, 2007 ("SEVERANCE AGREEMENT")) PRIOR TO
JANUARY 1, 2009, YOU WILL BE ENTITLED TO THE ENTIRE RETENTION BONUS.
4.
AMOUNT AND TIME OF PAYMENT OF RETENTION BONUS.
THE RETENTION
BONUS IS EQUAL TO $
.
RETENTION BONUS PAYMENTS, LESS ALL
APPLICABLE WITHHOLDING TAXES, WILL BE MADE WITHIN TEN (10) BUSINESS DAYS AFTER A
RETENTION DATE OR YOUR TERMINATION WITHOUT CAUSE, AS APPLICABLE.
5.
FORFEITURE OR REPAYMENT OF RETENTION BONUS.
NOTWITHSTANDING THE
FORGOING, IF YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY FOR CAUSE PRIOR TO
JANUARY 1, 2010, YOU FORFEIT YOUR RIGHT TO RECEIVE ANY UNPAID RETENTION BONUS
PAYMENT AND, IF APPLICABLE, YOU MUST REPAY TO THE COMPANY, WITHIN 30 DAYS OF
YOUR TERMINATION FOR CAUSE, THE AMOUNT OF ANY RETENTION BONUS PAYMENT MADE TO
YOU.
6.
EFFECT OF RETENTION BONUS ON OTHER BENEFITS.
THE PAYMENT OF ANY
RETENTION BONUS WILL NOT ALTER YOUR ENTITLEMENT TO OR THE AMOUNT OF ANY
SEVERANCE OR OTHER PAYMENT YOU ARE ENTITLED TO UNDER ANY OTHER PLANS, POLICIES
OR ARRANGEMENTS OF THE COMPANY.
FOR PURPOSES OF CLARIFICATION AND WITHOUT
LIMITING THE PRECEDING SENTENCE, THE RETENTION BONUS SHALL NOT BE CONSIDERED IN
THE COMPUTATION OF YOUR "BONUS AMOUNT" (AS DEFINED IN YOUR SEVERANCE AGREEMENT),
PART OF YOUR "BASE SALARY" (AS SUCH TERM IS USED IN YOUR SEVERANCE AGREEMENT)
AND, MORE GENERALLY, IN THE DETERMINATION OF THE PAYMENTS, IF ANY, THAT YOU MAY
BE ENTITLED TO PURSUANT TO THE TERMS OF YOUR SEVERANCE AGREEMENT.
7.
CONFIDENTIALITY.
YOU ARE REQUIRED TO KEEP CONFIDENTIAL AND MAY
NOT DISCUSS WITH ANYONE (OTHER THAN YOUR SPOUSE, OR AS MAY BE REQUIRED