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DJO INCORPORATED 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT

Shareholder Agreement

DJO INCORPORATED 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT | Document Parties: REABLE THERAPEUTICS FINANCE LLC | DJO INCORPORATED You are currently viewing:
This Shareholder Agreement involves

REABLE THERAPEUTICS FINANCE LLC | DJO INCORPORATED

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Title: DJO INCORPORATED 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT
Date: 11/27/2007

DJO INCORPORATED 2007 INCENTIVE STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT, Parties: reable therapeutics finance llc , djo incorporated
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Exhibit 10.5

 

EXECUTION COPY

 

DJO INCORPORATED

2007 INCENTIVE STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

This RESTRICTED STOCK AWARD AGREEMENT, dated as of November 20, 2007 (the “Date of Grant”), is delivered by ReAble Therapeutics, Inc., a Delaware corporation which, following the consummation of certain transactions set forth in the Agreement and Plan of Merger, dated July 15, 2007, intends to change its name to “DJO Incorporated” (the “Company”), to Peter Baird (the “Grantee”).

RECITALS

The DJO Incorporated 2007 Incentive Stock Plan (the “Plan”) provides for the grant of Restricted Stock Awards in accordance with the terms and conditions of the Plan.  The Compensation Committee of the Company’s Board of Directors (the “Committee”) has decided to make a Restricted Stock Award as an inducement for the Grantee to promote the best interests of the Company and its stockholders.  A copy of the Plan is attached.

NOW, THEREFOR E, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.             Restricted Stock Award .  Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants the Grantee 24,300 shares of common stock of the Company (the “Shares”), subject to the restrictions set forth below and in the Plan (“Restricted Stock”) .   Shares of Restricted Stock may not be transferred by the Grantee or subjected to any security interest until the Shares have become vested pursuant to this Agreement and the Plan.

2.             Vesting and Nonassignability of Restricted Stock .

(a)           The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(b) and 2(c) shall lapse, according to the following vesting schedule:

Date

 

Vested Shares

 

 

 

January 1, 2009

 

24,300

 

(b)           If the Grantee’s employment with, or service to, the Company terminates before January 1, 2009, the shares of Restricted Stock shall be forfeited and must be immediately returned to the Company.

(c)           During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee.  Any attempt to assign, transfer, pledge or otherwise dispose of the Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Shares, shall be null, void and without effect.



3.             Issuance of Certificates .

(a)           Stock certificates representing the Restricted Stock may be issued by the Company and held in escrow by the Company until the Restricted Stock vests, or the Company may hold non-certificated Shares until the Restricted Stock vests.  During the Restriction Period, the Grantee shall receive any cash dividends with respect to the shares of Restricted Stock, may vote the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company.  In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the Restriction Period, the Shares or other property issued or declared with respect to the non-vested shares of Restricted Stock shall be subject to the same terms and conditions relating to vesting as the Shares to which they relate.

(b)           When the Grantee obtains a vested right to shares of Restricted Stock, a certificate representing the vested Shares shall be issued to the Grantee, free of the restrictions under Section 2 of this Agreement.

(c)           The obligation of the Company to deliver Shares upon the vesting of the Restricted Stock shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriately to comply with relevant securities laws and regulations.

4.             Change of Control .  The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in the event of a Change of Control, the Commit


 
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