Encore Medical Corp Sample Contracts

ARTICLE 1 EMPLOYMENT
Employment Agreement • March 29th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
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ARTICLE 1 EMPLOYMENT
Employment Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
WITNESSETH
Severance Agreement • April 2nd, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
OPTION
Encore Medical Corp • February 25th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 1 AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • June 28th, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
ARTICLE 1 EMPLOYMENT
Employment Agreement • March 30th, 1998 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
ARTICLE 1 EMPLOYMENT
Employment Agreement • April 2nd, 2001 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
RECITALS:
Credit Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
WARRANT
Encore Medical Corp • February 25th, 2002 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
RECITALS:
Credit Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
CREDIT AGREEMENT Dated as of October 4, 2004 among ENCORE MEDICAL IHC, INC., as the Borrower, ENCORE MEDICAL CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto...
Credit Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 4, 2004, among ENCORE MEDICAL CORPORATION, a Delaware corporation (“Holdings”), ENCORE MEDICAL IHC, INC., a Delaware corporation, and a direct wholly owned subsidiary of Holdings (the “the Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

RECITALS
Stock Purchase Agreement • April 12th, 1999 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas
Exhibit 10.22
Note and Equity Purchase Agreement • March 28th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 12th, 1996 • Healthcare Acquisition Corp • Blank checks • Texas
Recitals
Investors' Rights Agreement • February 25th, 2002 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
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Shares ENCORE MEDICAL CORPORATION Shares of Common Stock ($.001 par value) FORM OF UNDERWRITING AGREEMENT
Encore Medical Corp • July 3rd, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • New York
8,500,000 Shares ENCORE MEDICAL CORPORATION Shares of Common Stock ($.001 par value) UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) made and effective as of the 6th day of March, 2006, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and BRIAN ENNIS (the “Employee”).

ENCORE MEDICAL CORPORATION INVESTORS RIGHTS AGREEMENT
Corporation Investors Rights Agreement • December 30th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Investors Rights Agreement (this “Agreement”) is made and entered into as of the 4th day of October, 2004 by and among Encore Medical Corporation, a Delaware corporation (the “Company”), and holders of the Company’s Common Stock listed on Exhibit A attached hereto (“Empi Principal Shareholders”).

REGISTRATION RIGHTS AGREEMENT by and among Encore Medical IHC, Inc. and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC and First Albany Capital Inc. Dated as of October 4, 2004
Registration Rights Agreement • October 8th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of September 28, 2004 (the “Purchase Agreement”), by and among the Company, Encore Medical Corporation and certain subsidiaries of the Company identified therein and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.

COMPEX TECHNOLOGIES, INC. NON-INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • February 27th, 2006 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AGREEMENT, made this first day of July, 2003, by and between Compex Technologies, Inc., a Minnesota corporation (“the Company”), and Jerry Rice (“Consultant”).

AGREEMENT AND PLAN OF MERGER dated as of August 8, 2004 by and among ENCORE MEDICAL CORPORATION, ENCORE MEDICAL MERGER SUB, INC., EMPI, INC. and MPI HOLDINGS, LLC
Agreement and Plan of Merger • October 8th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Agreement and Plan of Merger (this “Agreement”), dated as of August 8, 2004, is entered into by and among Encore Medical Corporation, a Delaware corporation (“Acquiror”), Encore Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), Empi, Inc., a Minnesota corporation (the “Company”), MPI Holdings, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative (as defined below) hereunder, and the Company Principal Shareholders (as defined below), solely for the purpose of making the representations and warranties set forth in Section 14.15.

STOCK OPTION AGREEMENT
Stock Option Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Texas

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , 20 , between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and , M.D. (“Optionee”).

INDEMNIFICATION ESCROW AGREEMENT
Indemnification Escrow Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • New York

This INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”), dated as of October 4, 2004, is made and entered into by and among Encore Medical Corporation, a Delaware corporation (the “Acquiror”), MPI HOLDINGS, LLC, a Delaware limited liability company (“MPI”), solely in its capacity as the initial Holder Representative (MPI and any of its successors in such capacity being sometimes referred to herein in such capacity as the “Holder Representative”) and JPMorgan Chase Bank, a New York corporation (the “Escrow Agent”).

STOCK OPTION AGREEMENT
Stock Option Agreement • November 15th, 2004 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of , 20 between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and (“Optionee”).

CONSULTING AGREEMENT
Consulting Agreement • December 17th, 2003 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Consulting Agreement (this “Agreement”) is made on and is effective as of the 18th day of November, 2003, by and between Encore Medical Corporation, a Delaware corporation (“Encore” or the “Company”) and Galen Advisors, LLC (“Galen” or the “Consultant”).

Form of Opinion of Haskell Slaughter Young and Rediker, LLC. as to certain tax matters [LETTERHEAD OF HASKELL SLAUGHTER YOUNG AND REDIKER, LLC]
Encore Medical Corp • July 19th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies

We have acted as counsel to BioHorizons Implant Systems, Inc., a Delaware corporation (the “Company”), in connection with the proposed merger (the “Merger”) of the Company with and into Encore Medical Sub, Inc., a Delaware corporation which is a wholly owned subsidiary (“Merger Sub”) of Encore Medical Corporation, a Delaware corporation (the “Parent”), pursuant to an Agreement and Plan of Merger by and among the Parent, Merger Sub, the Company and certain stockholders of the Company, dated as of May 17, 2004 (as amended, the “Merger Agreement”). This opinion is being delivered in connection with the Parent’s Registration Statement on Form S 4 relating to the proposed Merger pursuant to the Merger Agreement (the “Registration Statement”) to which this opinion appears as an exhibit. Capitalized terms not defined herein have the meanings specified in the Merger Agreement.

Form of Non-Incentive Stock Option Agreement for Scott Youngstrom and Marshall Masko. COMPEX TECHNOLOGIES, INC. NON-INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 27th, 2006 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

WHEREAS, the Employee is accepting employment with the Company and the Company wishes to grant this option to the Employee as inducement to Employee’s acceptance.

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