0000950134-05-005243 Sample Contracts

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”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 15th day of November, 2003, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and JACK CAHILL, an individual residing at 4428 South Ferncroft Avenue, Tampa, FL 33609 (the “Employee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 15th day of November, 2003, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and HARRY L. ZIMMERMAN, an individual residing at 2628 Barton Hills Drive, Austin, Texas 78704 (the “Employee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 15th day of November, 2003, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and SCOTT KLOSTERMAN, an individual residing at 800 Market Street, Suite 312, Chattanooga, TN 37402 (the “Employee”).

STOCK OPTION AGREEMENT
Stock Option Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of October 4, 2004 between ENCORE MEDICAL CORPORATION, a Delaware corporation (the “Company”), and (“Optionee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2005 • Encore Medical Corp • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made the 15th day of November, 2003, by and between ENCORE MEDICAL CORPORATION, a Delaware corporation, with its principal office located at 9800 Metric Boulevard, Austin, Texas 78758 (the “Company”) and PAUL D. CHAPMAN, an individual residing at 1006 Hanover Street, Chattanooga, TN 37405 (the “Employee”).

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