PROVIDED OTHERWISE HEREIN, HAVE THE RIGHT TO DETERMINE ANY QUESTIONS WHICH ARISE
IN CONNECTION WITH THE OPTION OR ITS EXERCISE.
18.
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE SUCCESSORS, ADMINISTRATORS,
HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS OF OPTIONEE, AND THE SUCCESSORS AND
ASSIGNS OF THE COMPANY.
19.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE, AND ENFORCEMENT OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF AND ALL PARTIES,
INCLUDING THEIR SUCCESSORS AND ASSIGNS, CONSENT TO THE JURISDICTION OF THE STATE
AND FEDERAL COURTS OF NEW YORK.
20.
PRIOR AGREEMENT.
AS OF THE EFFECTIVE DATE, THIS AGREEMENT
SUPERSEDES ANY 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 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
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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.
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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.
DJO INCORPORATED:
DONALD ROBERTS
Executive Vice President, General Counsel and Secretary
I hereby agree to be bound by the terms of the Plan, this Agreement and the
Stockholder's Agreement.
I hereby further agree that all the decisions and
determinations of the Board shall be