Exhibit 10.2
FIRST AMENDMENT TO MANAGEMENT STOCKHOLDERS
AGREEMENT
THIS FIRST AMENDMENT TO
MANAGEMENT STOCKHOLDERS AGREEMENT (this “Amendment”) is made as of
the 20 th day of November, 2007, by and among REABLE
THERAPEUTICS, INC. (f/k/a, Encore Medical Corporation), a
Delaware corporation which, following the consummation of certain
transactions set forth in the Agreement and Plan of Merger, dated
July 15, 2007, by and between ReAble Therapeutics, Inc. and certain
other parties, intends to change its name to “DJO
Incorporated” (the “Company”), BLACKSTONE
CAPITAL PARTNERS V L.P. , a Cayman Islands limited partnership
(“BCP V”), BLACKSTONE FAMILY INVESTMENT PARTNERSHIP
V L.P. , a Cayman Islands limited partnership (“BFIP
V”), BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-A L.P.
, a Cayman Islands limited partnership (“BFIP V-A”),
BLACKSTONE PARTICIPATION PARTNERSHIP V L.P. , a Cayman
Islands limited partnership (“BPP V”) and, together
with BCP V, BFIP V, BFIP V-A and any of Blackstone L.P. or its
Affiliates that may from time to time hold Sponsor Interests,
collectively, the “Sponsors”), GRAND SLAM HOLDINGS,
LLC , a Delaware limited liability company
(“Holdco”), and the parties identified on the signature
pages to the Management Stockholders Agreement as Management
Stockholders and the transferees of such parties (and their
respective transferees) identified on the signature pages in any
supplementary agreements to the Management Stockholders Agreement
(and, together with the Company, the Sponsors and Holdco, the
“Parties”).
RECITALS:
WHEREAS, the
Parties are parties to a certain Management Stockholders Agreement
dated November 3, 2006 (together with all attachments thereto, the
“Management Stockholders Agreement”); and
WHEREAS, the
Parties desire to amend the Management Stockholders Agreement in
order to update the names of certain Parties and make certain other
minor administrative changes that will not materially affect on the
rights of the Parties; and
WHEREAS, provided
the rights of certain Parties are not materially affected, the
Management Stockholder’ Agreement may be amended by a written
instrument signed by (i) the Company and (ii) the
Parties which own, on a
fully diluted basis, shares of the Company’s common stock
representing at least a majority of the voting power represented by
all of the Company’s common stock outstanding on a fully
diluted basis and owned by all Parties (collectively, the
“Necessary Parties”); and
WHEREAS, the
Necessary Parties have duly executed this Amendment on the
signature pages attached hereto.
NOW, THEREFORE, in
consideration of the foregoing recitals which are incorporated by
reference herein, and other good and valuable consideration, the
receipt and sufficiency of
which are hereby
acknowledged, and intending to be legally bound hereby, the
Necessary Parties agree as follows:
1. From
and after the date hereof, every reference in the Management
Stockholders Agreement to “Encore Medical Corporation”
and the “Company” shall be and be deemed to be a
reference to “DJO Incorporated”, except that the
references to “Encore Medical Corporation” in the
Management Stockholders Agreement which are a result of Sections 2
and 4 of this Amendment shall not be affected.
2. From
and after the date hereof, the paragraph preceding the Recitals of
the Management Stockholders Agreement shall be amended by adding
the following parenthetical after “DJO Incorporated”
(giving effect to Section 1 of this Amendment):
(f/k/a Encore Medical
Corporation and, prior to the consummation of the transactions
described in clause (ii) of the definition of “Merger”
set forth in Section 1 of this Agreement, f/k/a ReAble
Therapeutics, Inc.)
3. From
and after the date hereof, each and every instance of:
a. “ Blackstone Encore Stockholders
” shall be amended
to read “Blackstone DJO St
