DJO Djo Incorporated

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 19, 2007, DJO Incorporated (the “Company”) entered into Change in Control Severance Agreements (“Change in Control Agreements”) with Leslie H. Cross, Chief Executive Officer and President, Vickie L. Capps, Executive Vice President, Chief Financial Officer and Treasurer, Luke T. Faulstick, Chief Operating Officer, Lou T. Ruggiero, Chief Sales and Marketing Officer, and Donald M. Roberts, Senior Vice President and General Counsel (the “Named Executive Officers”).  The Change in Control Agreements are intended to provide for continuity of management in the context of a prospective change in control of the Company.  Following a change in control, as will occur in connection with the proposed merger with a subsidiary of ReAble Therapeutics Finance, LLC (the “Merger”) and related transactions, the Change in Control Agreements will remain in effect for a period of two years.

Pursuant to the Change in Control Agreements, if a Named Executive Officer’s employment is terminated by the Company “without cause” (as such term is defined in the Change in Control Agreements) or if such executive officer terminates employment for “good reason” (as such term is defined in the Change in Control Agreements), in each case within three months prior to or two years after the Merger, the executive is entitled, in addition to accrued salary and bonus, to the following benefits:

·                   A lump sum payment equal to the sum of the executive’s highest annual rate of base salary during the 12 month period preceding the termination date multiplied by 1.5 (or 2 in the case of our chief executive officer), plus:

·                                     a pro rata portion of the executive’s aggregate annual target bonus for the portion of the year of termination during which the executive served as an employee, less any amounts paid from our annual incentive plan for the year of termination.

·                   A lump sum cash payment of an amount equal to (i) 18 (or 24 in the case of our chief executive officer), multiplied by (ii) the amount by which the monthly premium the executive would be required to pay for continued coverage pursuant to COBRA, for such executive and his or her eligible dependents covered under our health plans as of the termination date, exceeds the contributions required by the executive immediately prior to the termination date.

·                   A lump sum cash payment of an amount equal to (i) 18 (or 24 in the case of our chief executive officer), multiplied by (ii) the amount by which the total monthly premium paid for accidental death and dismemberment and life insurance coverage as of the termination date exceeds the contributions required by the executive immediately prior to the termination date.

·                   The full vesting and ability to exercise all outstanding awards of stock options granted to the executive prior to the closing of the Merger.

As a condition to receiving the severance benefits under the Change in Control Agreements, an executive must execute a waiver and release of claims in favor of the Company. The following table shows the amount of potential cash payments and the value of other severance benefits each of the Named Executive Officers would be entitled to if his or her employment were terminated “without cause” or he or she resigned for “good reason” as of September 30, 2007 (assuming the Merger had closed on or before such date):

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The foregoing description of the Change in Control Agreements with the above officers is qualified in its entirety by reference to the terms of such agreements, the forms of which are filed as Exhibits 10.1 and 10.2 to this current report on Form 8-K.