Exhibit 10.2
AMENDMENT NUMBER
ONE
TO
NONSTATUTORY STOCK OPTION
AGREEMENT
This Amendment Number One to
Nonstatutory Stock Option Agreement (“Amendment”),
dated as of March 7, 2009, is made by and between DJO
Incorporated, a Delaware corporation (the “Company”)
and
(the “Optionee”).
WHEREAS, the Company and Optionee have previously entered
into that certain Nonstatutory Stock Option Agreement (the
“Agreement”) dated
,
2008 under which the Company granted Optionee an option to purchase
shares of Common Stock on terms and conditions set forth
therein;
WHEREAS, the Company and Optionee desire to amend the
Agreement and thereby amend the terms of the option granted
pursuant to the Agreement in the manner set forth in this
Amendment;
NOW, THEREFORE,
the parties hereby agree as
follows. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Agreement.
1.
Amendment of Certain
Definitions.
(a)
A new Section 1(n) is hereby inserted to read as
follows:
“(n)
“IRR” shall mean, as determined by the Board based on
an analysis provided by the Company’s management,
Blackstone’s annually compounded internal rate of return
based on the applicable sale price of Blackstone’s aggregate
investment in the Company taking into account all dividends,
distributions, and other proceeds received by Blackstone, but
excluding any fees paid to Blackstone pursuant to that certain
Monitoring Agreement by and between the Company and Blackstone
dated November 3, 2006, as amended from time to time, or any
successor thereto, and based on the assumption that all shares
available for or subject to award under the Plan are outstanding
shares of Company common stock.”
(b)
A new Section 1(o) is hereby inserted to read as
follows:
“(o)
“MOIC” shall mean the multiple of Blackstone’s
aggregate invested equity capital in the Company since its initial
investment in the Company through the date of determination as
determined by the Board based on an analysis provided by the
Company’s management. It being understood that the
invested capital on the date here of equals $792
million.”
