EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the Agreement) dated effective October 1, 2006 by and between Encore Medical Corporation (the Company) and Peter Baird (the Executive).

The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; and

Executive desires to accept such employment and enter into such an agreement;

In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Term of Employment.  Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a period commencing on October 1, 2006 (the Effective Date) and shall continue through the third anniversary of the Effective Date (the Initial Term); provided that the term will be renewed for successive one-year periods (each, a Renewal Term and together with the Initial Term, the Employment Term) unless either party gives written notice to the other of its intent not to renew at least one hundred eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and subject to the conditions set forth in this Agreement.

2. Position.

a. During the Employment Term, Executive shall serve as the Companys Group President, Therapeutic Devices. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Chief Executive Officer of the Company consistent with such position and commensurate with Executives experience and expertise.

b. During the Employment Term, Executive will devote substantially all of his business time to the performance of Executives duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Company; provided that nothing herein shall preclude Executive, (i) subject to the prior approval (which shall not be unreasonably withheld) of the Company, from accepting appointment to or continue to serve on any board of directors or trustees of any business corporation or any charitable organization, (ii) from participating in charitable activities or managing personal investments or (iii) from accepting appointment to or continuing to serve on any board of directors (or similar body) of any portfolio company of The Blackstone Group or any of its affiliates, provided, in the aggregate, such activities do not conflict or materially interfere with the performance of Executives duties hereunder or conflict with Section 9.

3. Base Salary.  During the Employment Term, the Company shall pay Executive a base salary at the annual rate of Three Hundred Thousand Dollars ($300,000), payable in regular installments in accordance with the Companys usual payment practices.  Executive shall be entitled to at least a five percent (5%) annual increase in Executives base salary on each anniversary of the Effective Date.  Executives annual base salary, as in effect from time to time, is hereinafter referred to as the Base Salary.

4. Bonus.  With respect to each calendar year during the Employment Term beginning in 2007, Executive shall be eligible to earn (i) an annual bonus award (an Annual Bonus) targeted at sixty-seven percent (67%) of Executives Base Salary (the Annual Bonus Opportunity), based only upon the achievement of objective performance targets of the Company established by the Company and contingent upon Executives continued employment through the specified payment date, and (ii) a supplemental bonus award (a Supplemental Bonus) targeted at one hundred percent (100%) of Executives Base Salary (the Supplemental Bonus Opportunity), based only upon the achievement of objective stretch incentive targets of the Company established by the Company, and contingent upon Executives continued employment with the Company through the specified payment date. The Annual Bonus and Supplemental Bonus shall be paid no later than two and one-half (21/2) months following the end of the calendar year to which such bonuses relate.

5. Equity Awards. On the closing date of the merger of the Company with Grand Slam Acquisition Corp. pursuant to that certain Merger Agreement dated June 30, 2006 by and among the Company, Grand Slam Holdings LLC and Merger Sub (the Closing Date), the Company shall grant Executive an amount of stock options to purchase common stock of the Company (the Initial Stock Option Grant) under the Encore Medical Corporation 2006 Stock Incentive Plan (the Stock Plan) as may be adopted on such date. The amount of such stock options shall be determined by the Chief Executive Officer of the Company in his reasonable discretion. The terms and conditions of such stock option grants shall be as set forth in the Stock Plan and such time-based and performance-based stock option award agreements as are set forth for other senior executives of the Company.

6. Employee Benefits.  During the Employment Term, Executive shall be entitled to participate in the Companys compensation and employee benefit plans (other than annual bonus and severance plans) as in effect from time to time (collectively Employee Benefits), on the same basis as those benefits are generally made available to other senior executives of the Company. 

7. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executives duties hereunder shall be reimbursed by the Company in accordance with Company policies on no less often than a monthly basis for expenses incurred in the prior month; provided that reimbursement shall in all events be made within two and one-half (21/2) months following the end of the year in which the expense was incurred.

8. Termination.  The Employment Term and Executives employment hereunder may be terminated by either party at any time and for any reason; provided that each party will be required to give the other party at least thirty (30) days advance written notice of any such termination.  Notwithstanding any other provision of this Agreement, the provisions of this Section 8 and the stock option award agreements shall exclusively govern Executives rights upon termination of employment with the Company and its affiliates.

a. By the Company For Cause or By Executive Resignation Without Good Reason.

(i) The Employment Term and Executives employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executives resignation without Good Reason (as defined in Section 8(c)).

(ii) For purposes of this Agreement, Cause shall mean (A) Executives willful and continued failure to substantially perform Executives duties hereunder (other than any such failure resulting from Executives Disability or any such failure subsequent to Executive being delivered notice of the Companys intent to terminate Executives employment without Cause or delivering to the Company a notice of Executives intent to terminate for Good Reason) following written notice by the Company to Executive which specifically identifies such failure and Executive not curing such failure within thirty (30) days following receipt of such notice (for the avoidance of doubt, unsatisfactory performance by the Executive of his duties shall not be deemed to be a failure to substantially perform), (B) conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the Company or its reputation, (C) Executives willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, (D) any act of fraud by Executive in the performance of Executives duties hereunder, or (E) Executives material breach of the provisions of Sections 9 or 10 of this Agreement. For purpose of the definition of Cause set forth above, no act or failure to act shall be considered willful unless done or omitted to be done by Executive in bad faith or without reasonable belief that Executives action was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the board of directors of the Company (the Board) shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

(iii) If Executives employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive (or his dependents or beneficiaries, as applicable) shall be entitled to receive:

(A) the Base Salary through the date of termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(B) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executives termination in a lump sum payment, to be paid on the tenth (10^th) business day following such termination;

(C) any earned but unpaid Annual Bonus and Supplemental Bonus with respect to the most recently completed calendar year prior to the date on which such termination occurs, in each case, to be paid no later than two and one-half (21/2) months following the end of such calendar year;
 

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