DJO INCORPORATED Transition Agreement

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Exhibit 10.1

DJO INCORPORATED

Transition Agreement

         WHEREAS , Peter Baird ("Executive") and DJO Incorporated (formerly named ReAble Therapeutics, Inc.), a Delaware corporation (the "Company"), as a successor of Encore Medical Corporation, are parties to an Employment Agreement, dated as of October 1, 2006 (the "Employment Agreement") and have executed this Transition Agreement as of May 29, 2008;

         WHEREAS , the Company desires to terminate Executive's employment effective August 31, 2008 (the "Termination Date");

         WHEREAS , Executive and the Company mutually desire to enter into the Separation of Employment Agreement and General Release in the form attached hereto as Appendix A (the "Separation Agreement") in order to resolve all disputes and controversies with respect to the payments to be made under the Employment Agreement and various other agreements and all other disputes and controversies arising from Executive's employment relationship with the Company and the termination of that relationship, and to settle fully and finally all differences between them;

         IT IS HEREBY AGREED , by and between Executive and the Company as follows:

        1.      Transition Services .    In exchange for the consideration identified in Section 5(a)(i) and (iii) of the attached Separation Agreement, Executive agrees to perform transition services until the Termination Date and to continue to cooperate with the Company as specified in Section 9 thereof. Such transition services will require Executive, and Executive agrees, to continue to devote substantially all of his business time to providing services to the Company in the manner required under his Employment Agreement and to assist the Company in transitioning his duties to such other Company employees as the Company shall direct until the Termination Date, provided , that such transition services shall be performed primarily in the State of Tennessee, unless it is necessary to perform the services at another location at the reasonable request of the Company or as otherwise determined by Executive.

        2.      Termination of Employment .    Executive's employment with the Company shall terminate on the Termination Date. On such date, Executive's Employment Agreement shall be terminated, except as otherwise specifically provided under the Separation Agreement.

        3.      Execution of Separation Agreement .    Provided that the Executive executes the Separation Agreement and delivers it to the Company on or after the Termination Date and complies in all material respects with all other covenants set forth in the Separation Agreement, the Company shall provide the Executive with the consideration identified in the Separation Agreement on the next payroll date following the expiration of the revocation period identified in the Separation Agreement.

         IN WITNESS WHEREOF , and intending to be legally bound hereby, the parties have executed the foregoing Transition Agreement as of May 29, 2008.

1

DJO INCORPORATED

Separation of Employment Agreement and General Release

         WHEREAS , Peter Baird ("Executive") and DJO Incorporated (formerly named ReAble Therapeutics, Inc.), a Delaware corporation (the "Company"), as a successor of Encore Medical Corporation, are parties to an Employment Agreement, dated as of October 1, 2006 (the "Employment Agreement") and have executed this Separation of Employment Agreement and General Release (the "Agreement") as of August 31, 2008 (the "Termination Date");

         WHEREAS , the Company desires to terminate Executive's employment effective as of the Termination Date;

         WHEREAS , the Company and the Executive entered into a Transition Agreement dated as of May 29, 2008 (the "Transition Agreement"), which contemplated the execution of this Agreement.

         WHEREAS , Executive and the Company mutually desire to enter into this Separation of Employment Agreement and General Release (the "Agreement") in order to resolve all disputes and controversies with respect to the payments to be made under the Employment Agreement and various other agreements and all other disputes and controversies arising from Executive's employment relationship with the Company and the termination of that relationship, and to settle fully and finally all differences between them;

         IT IS HEREBY AGREED , by and between Executive and the Company as follows:

        1.      Mutual Release of Claims

        (a)    Executive's Release of Company .    In consideration of the promises of the Company set forth in Section 5 below, Executive, for himself and on behalf of his heirs, executors, administrators, and assigns intending to be legally bound, hereby permanently and irrevocably agrees that Executive's employment with the Company terminated on the Termination Date and hereby REMISES, RELEASES and FOREVER DISCHARGES the Company and its parents, subsidiaries, successors, operating units, assigns, affiliates, related corporations and entities and all of their partners, shareholders, employees, supervisors, officers, directors, and agents, officials, insurers, attorneys and any person or entity which can be held jointly and severally liable with any of them (collectively the "Company Released Parties") from any and all claims, including attorney fees and costs, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which Executive may have or ever claim to have against the Company Released Parties including, without limitation, claims arising out of or in any way connected to Executive's employment, separation from employment or termination of employment with the Company or the other Company Released Parties. By this Agreement, Executive knowingly and voluntarily waives any and all claims under any and all laws which provide legal restrictions on the Company's or the other Company Released Parties' right to terminate Executive's employment or to affect the terms and conditions of Executive's employment, including but not limited to claims under any federal, state or other governmental statute, regulation or ordinance, including without limitation: (i) Title VII of the Civil Rights Act of 1964 and the Civil Rights Act of 1991; (ii) the Americans With Disabilities Act; (iii) Title 2 of the Texas Labor Code; (iv) the Age Discrimination in Employment Act ("ADEA"); (v) the Older Workers Benefit Protection Act; (vi) the Family and Medical Leave Act ("FMLA"); (6) Sections 1981 through 1988 of Title 42 of the United States Code; (vii) the Employee Retirement Income Security Act of 1974 ("ERISA"); and (viii) all other federal, state, or local laws of a similar nature to any of the foregoing enumerated laws and any amendments to the foregoing statutes. Executive also waives any other common law or statutory claims against the Company Released Parties, including but not limited to any claim for personal injury, wrongful discharge, public policy, negligence, infliction of emotional distress, whistleblower, retaliation, negligent hiring or retention, or any form of tort, whether negligent, reckless or intentional. Executive agrees and covenants that should any other person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, up to and including the date of this Agreement,

Executive will not seek or accept any personal relief in such civil action, suit or legal proceeding. This release does not give up or release Executive's rights, if any, to the following claims that Executive has or may have (the "Executive Release Exclusions"): (1) to seek indemnification pursuant to applicable state law and the Company's By-Laws or pursuant to any agreement that provides for indemnification of Executive; (2) to seek coverage under directors' and officers' liability insurance policies maintained or required to be maintained by the Company; (3) regarding any rights or claims which cannot legally be waived by this Agreement, including without limitation, unemployment compensation claims, workers' compensation claims and the ability to file certain administrative claims; and (4) to enforce the terms and provisions of this Agreement. Subject to the foregoing, this Agreement shall operate as a general release of any and all claims to the fullest extent of applicable law.

        (b)    Company's Release of Executive .    The Company, for itself and on behalf of the Company Released Parties, and in consideration of Executive's release contained in Section 1(a) above, does hereby REMISE, RELEASE and FOREVER DISCHARGE the Executive and his heirs, executors, administrators, and assigns (collectively, the "Executive Released Parties"), from any and all claims, including attorney fees and costs, liabilities, demands, and causes of action, known or unknown,