THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

dj Orthopedics, Inc. (DJO)

4/28/2006 Proxy Information

Mr. Orsatti was Managing Member of Orsatti and Partners, LLC (a private equity firm with holdings exclusively in dj Orthopedics, Inc.) from 1998 to 2004. Mr. Orsatti served as Chairman of dj Orthopedics, Inc. from August 2001 until July 2002. He was a Manager of DonJoy, L.L.C., the predecessor of dj Orthopedics, from June 1999 to November 2001.

The Company received full recourse promissory notes from the Company’s chief executive officer, Leslie H. Cross as partial consideration for his purchase of common units of DonJoy, L.L.C., the predecessor of the Company, in June 1999, July 2000 and June 2001. In connection with these purchases, the Company loaned Mr. Cross a portion of the purchase price, evidenced by full recourse promissory notes. The initial principal amount of these notes was $1,363,864.The notes matured on the seventh anniversary of its issue date and bore interest at the rate of 5.30% per annum in the case of the notes issued in 1999, 6.62% per annum in the case of the notes issued in 2000 and 5.25% per annum in the case of the notes issued in 2001. Each note permitted Mr. Cross to increase the principal amount due under the note by the amount of a scheduled interest payment (the PIK Option). The notes were secured by all of the common stock of the Company acquired by Mr. Cross in the transactions that gave rise to the notes. In February 2005 and March 2005, Mr. Cross paid the entire balance of principal and accrued interest on his notes in the aggregate sum of $1,816,973. All of such notes were canceled upon repayment.

4/27/2005 Proxy Information

The Company received full recourse promissory notes from the Company's chief executive officer, Leslie H. Cross and from another member of senior management, Michael R. McBrayer, as partial consideration for their purchase of common units of DonJoy, L.L.C., the predecessor of the Company, in June 1999, July 2000 and June 2001. Mr. McBrayer was an executive officer when these notes were issued. He resigned from his role as an executive officer in December 2003, but he continues to participate as a senior member of the management of the Company. In connection with their purchase of common units of DonJoy, L.L.C. from the Company's former parent, the Company loaned these individuals a portion of the purchase price, evidenced by full recourse promissory notes. The initial principal amount of these notes was $1,363,864 in the case of Mr. Cross and $283,316 in the case of Mr. McBrayer. Each of the notes matured on the seventh anniversary of its issue date and bore interest at the rate of 5.30% per annum in the case of the notes issued in 1999, 6.62% per annum in the case of the notes issued in 2000 and 5.25% per annum in the case of the notes issued in 2001. Each note permitted the management investor to increase the principal amount due under the note by the amount of a scheduled interest payment (the PIK Option). The notes of each management investor were secured by all of the common stock of the Company acquired by that management investor in the transactions that gave rise to the notes.

In February 2004, Mr. McBrayer paid the entire balance of principal and accrued interest on his notes in the aggregate sum of $331,375. In February 2005 and March 2005, Mr. Cross paid the entire balance of principal and accrued interest on his notes in the aggregate sum of $1,816,973. All of these notes were canceled upon repayment.

Transactions with Affiliates

The Company previously entered into an arrangement with Orsatti and Partners, LLC (Formerly, J.P. Morgan Fairfield Partners, LLC) an entity controlled by Charles T. Orsatti, a member of the Board of Directors of the Company, for the provision of financial advisory services. This arrangement provided for an annual fee of $250,000. The Company made three annual payments of $250,000, and the arrangement was terminated in 2002.

The following graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference.

4/29/2004 Proxy Information Loans to Executive Officers

The Company received full recourse promissory notes from the Company's Chief Executive Officer, Leslie H. Cross and from another member of senior management, Michael R. McBrayer, as partial consideration for their purchase of common units of DonJoy, L.L.C., the predecessor of the Company, in June 1999, July 2000 and June 2001. Mr. McBrayer was an executive officer when these notes were issued. He resigned from his role as an executive officer in December 2003, but he continues to participate as a senior member of the management of the Company. The initial principal amount of these notes was $1,363,863.67 in the case of Mr. Cross and $283,316 in the case of Mr. McBrayer. Each of the notes matures on the seventh anniversary of its issue date and bears interest at the rate of 5.30% per annum in the case of the notes issued in 1999, 6.62% per annum in the case of the notes issued in 2000 and 5.25% per annum in the case of the notes issued in 2001. Each note permits the management investor to increase the principal amount due under the note by the amount of a scheduled interest payment (the PIK Option). If the management investor elects the PIK Option, the principal amount of this note is increased by the amount of the scheduled interest payment and interest accrues on the principal amount of the note as so increased. The notes issued in June 1999 were amended in June 2000 to include the PIK Option. As a result of this amendment, the principal amount of each June 1999 note was increased to reflect the amount of accrued and unpaid interest from June 30, 1999 to June 28, 2000. The notes of each management investor are secured by all of the common stock of the Company acquired by that management investor in the transactions that gave rise to the notes. At December 31, 2003, the aggregate principal amount and accrued interest of the notes outstanding was $1,703,781 in the case of Mr. Cross and $340,759 in the case of Mr. McBrayer. These amounts also represented the largest amounts outstanding in 2003 to each of these management investors as a result of the PIK Option discussed above.

Mr. McBrayer paid the entire balance of principal and accrued interest on his notes in February 2004 and the notes have been canceled.

Transactions with Affiliates

The Company previously entered into an arrangement with Orsatti and Partners, LLC (Formerly, J.P. Morgan Fairfield Partners, LLC) an entity controlled by Charles T. Orsatti, a member of the Board of Directors of the Company, for the provision of financial advisory services. This arrangement provided for an annual fee of $250,000. The Company made three annual payments of $250,000, and the arrangement was terminated in 2002.

J.P. Morgan Chase Bank, an affiliate of JPMDJ and JPMP (23A SBIC), was the agent and a lender under the Company's bank credit facility entered into in 1999 (the "prior facility"). The prior facility was replaced with a new credit agreement in November 2003, and the remaining balance of approximately $15.5 million on the prior facility was repaid. J.P. Morgan Chase bank is not participating in the new arrangement. Based on J.P. Morgan Chase Bank's percentage participation in the prior facility, the Company estimates that the amount of interest and fees paid to the bank totaled $0.2 million in 2003. J.P. Morgan Chase Bank also received its pro rata portion of a $20.0 million prepayment made by the Company under the prior facility in 2003. In addition, J.P. Morgan Chase Bank received its pro rata portion, totaling $18.5 million, of the net proceeds from the Company's November 2001 initial public offering used to repay borrowings under the revolving credit portion of the prior facility. J.P. Morgan Chase Bank also holds $8.7 million principal amount of the Company's outstanding $75 million principal amount of 125/8% subordinated notes, and said bank received interest payments in 2003 totaling $1.1 million.