EXHIBIT
      10.1

     

    FORM
      OF AGREEMENT

     

    This
      Agreement (this “Agreement”) is made and entered into on the 26th
      day of
      June, 2008 by and between LCA-Vision Inc., a Delaware corporation (the
“Corporation”), and ________________
      (the
“Employee”). 

     

    RECITALS:

     

    A. The
      Employee is currently employed by the Corporation.

     

    B. The
      Employee desires to continue to be employed by the Corporation, and the
      Corporation desires to continue to employ the Employee, on the terms outlined
      in
      this Agreement.

     

    C. This
      Agreement supersedes any previous agreement between the Employee and the
      Corporation with respect to the matters covered herein.

     

    NOW,
      THEREFORE, in consideration of the recitals and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Corporation and the Employee agree as follows:

     

    1. Position
      and Term.
      Effective as of the date of this Agreement, the Corporation continues to employ
      the Employee, and the Employee accepts continued employment with the
      Corporation, as _____________________
      of the
      Corporation. The term of the Employee’s employment is “at will” meaning that
      either the Employee or the Corporation can end the Employee’s employment at any
      time and for any reason. The initial term of this Agreement commences on the
      date of this Agreement and terminates on December 31, 2008. The term of this
      Agreement will be renewed automatically from year to year thereafter, unless
      either the Employee or the Corporation notifies the other at least ninety (90)
      days prior to December 31, 2008 or December 31st of any subsequent year of
      its
      or his desire to terminate this Agreement as of the December 31st immediately
      following the service of notice. While he is employed by the Corporation, the
      Employee shall devote substantially all of his business time, ability, and
      attention for the benefit of the business of the Corporation. Nothing in this
      Section 1, however, will prevent the Employee from engaging in additional
      activities in connection with personal investments, charitable, civic,
      educational, professional, industry, or community affairs that are not
      inconsistent with the Employee's duties under this Agreement. The Employee’s
      duties shall include those as are customary for someone of his position at
      comparable corporations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Best
      Efforts.
      The
      Employee agrees on a full-time basis to perform faithfully, industriously,
      and
      to the best of his ability, experience, and talents, all of the duties that
      may
      be required by the terms of this Agreement.

     

    3. Compensation
      and Benefits.
      The
      Corporation shall pay the Employee a base salary of _______________________________________________
      Dollars
      ($_______)
      per
      year, which shall be paid in accordance with the Corporation’s standard salary
      schedule from time to time in effect, but no less frequently than in equal
      monthly installments. The base salary will be reviewed by the Compensation
      Committee of the Board of Directors not less frequently than annually, and
      may
      be adjusted upward (but not downward), in the discretion of the Compensation
      Committee of the Board of Directors. In addition, the Employee shall be eligible
      for annual cash and equity incentive bonuses as may be awarded to him in the
      discretion of the Compensation Committee or the Board of Directors. The Employee
      shall be entitled to participate in such other group employee benefits,
      including but not limited to the benefits listed on Exhibit A of this Agreement.
      All reasonable and necessary expenses incurred by Employee in the course of
      the
      performance of Employee’s duties to the Corporation shall be reimbursable in
      accordance with the Corporation’s then current travel and expense policies. In
      connection with his employment by the Corporation, the Employee shall be based
      at the principal executive offices of the Corporation in the Cincinnati,
      Ohio area,
      except for travel reasonably required for Corporation business. If elected
      as a
      Director of the Corporation, the Employee shall serve in such capacity without
      further compensation.

     

    4. Confidentiality,
      Non-competition, Inventions, Etc.
      The
      Employee recognizes that the Corporation has and will have information regarding
      inventions, products, product designs, processes, technical matters, trade
      secrets, copyrights, customer lists, prices, costs, discounts, business and
      financial affairs, future plans, and other vital items of information which
      are
      confidential, valuable, special, and unique assets of the Corporation In order
      to protect these assets, and in consideration of Employee’s continued employment
      and the agreement of the Corporation to enter into this Agreement, the Employee
      agrees to execute the Confidentiality, Inventions and Noncompetition Agreement
      attached to this Agreement as Exhibit B, which shall be considered as part
      of
      this Agreement.

     

    5. Breach.
      In the
      event of a breach by the Employee of any of the provisions of this Agreement
      during or after the term hereof, the Corporation shall be entitled to an
      injunction (without the requirement of bond) restraining the Employee from
      violating such provisions. Nothing herein shall be construed as prohibiting
      the
      Corporation from pursuing other remedies, including a claim for losses and
      damages.

     

    
      
         

      

      
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    6. Termination.
      (a) The
      Employee may terminate this Agreement for Good Reason. Good Reason means a
      separation from service because of (A) the Corporation having breached any
      material provision of this Agreement, (B) a material diminution in the
      Employee’s authority, duties, or responsibilities; (C) a change in the
      geographic location of the Employee’s primary work location that is thirty-five
      (35) miles or more from the Corporation’s headquarters in Cincinnati, Ohio; or
      (D) a successor or assign (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of the Corporation fails to assume all of the Corporation’s obligations
      under this Agreement. Besides satisfying (A) - (D), in order to be considered
      Good Reason, the Employee must provide written notice to the Corporation of
      the
      existence of the breach of the material provision within 90 days of the initial
      existence of the breach, and within 30 days after receipt of such notice, the
      Corporation must fail to cure such breach. The Corporation may terminate the
      employment of the Employee if (i) the Employee has breached any material
      provision of this Agreement and within 30 days after notice thereof from the
      Corporation, the Employee fails to cure such breach; or (ii) the Employee at
      any
      time refuses or fails to perform, or misperforms, any of his obligations under
      or in connection with this Agreement in a manner of material importance to
      the
      Corporation and within 30 days after notice thereof from the Corporation, the
      Employee fails to cure such action or inaction; or (iii) a court determines
      that
      the Employee committed a fraud or criminal act in connection with his employment
      that materially affects the Corporation. If the Employee's employment hereunder
      is terminated by the Corporation for any reason other than pursuant to clauses
      (i) through (iii) above, or by the Employee for Good Reason or due to death
      or
      disability (as defined in the Company’s long-term disability policy), or if the
      Corporation gives notice of non-renewal pursuant to Section 1 above, the
      Employee shall be entitled to the following severance and benefits under this
      Agreement: (i) continuation of the Employee's base salary, $_________,
      including any subsequent upward adjustments in the Employee’s base
      salary,
      payable
      in 12 equal monthly installments commencing on the next payroll ending date
      after the Employee’s date of termination, (ii) continuation of health, dental
      and vision benefits for the 12-month period following his date of termination
      with premiums charged to the Employee at active employee rates, (iii) in the
      case of any such termination occurring after the sixth complete month of the
      fiscal year of termination, a bonus under the
      Executive Cash Bonus Plan for
      the
      year of termination in an amount based on actual performance for the year
      (provided, all subjective individual performance measures will be deemed
      satisfied), pro-rated for the fraction of the year during which the Employee
      was
      employed, and payable when annual bonuses are paid to other senior executives,
      (iv) all of the Employee's Options and Time-Based Restricted Share Awards will
      vest in full, (v) the Employee will be issued shares under outstanding
      Performance-Based Restricted Share Awards based on the actual level of
      achievement of the performance criteria for the applicable performance period
      applicable to the Awards, pro-rated to reflect the number of days from the
      start
      of the applicable performance period to the date the Employee ceases to be
      employed by the Corporation divided by the total number of days in the
      applicable performance period, any such shares to be issued to the Employee
      at
      the same time as shares are issued to other senior executive officers, and
      (vi)
      the following amounts and benefits (“Accrued Obligations”): (a) the Employee's
      accrued and unpaid base salary and accrued and unused vacation through the
      date
      of termination, payable by the next payroll ending date after such termination,
      (b) the Employee's unreimbursed business expenses incurred through the date
      of
      termination and payable in accordance with such policies and procedures as
      are
      applicable to senior executives of the Corporation, (c) any unpaid annual bonus
      earned for the prior fiscal year, payable when annual bonuses are paid to other
      senior executives but in no event beyond the last day on which such payment
      would qualify as a short-term deferral under Treasury Regulation
§ 1.409A-1(b)(4), and (d) all accrued, vested and unpaid benefits under all
      employee benefit plans in which the Employee is a participant immediately prior
      to his termination, payable in accordance with the terms of such plans. The
      Employee will not be obligated to mitigate his severance and other benefits
      provided under this Agreement, and no amounts payable to the Employee hereunder
      will be reduced as a result of subsequent employment or self-employment, except
      that the Employee's health benefits continuation as provided at clause (ii)
      above will be reduced by any comparable coverage from a subsequent employer.
      In
      the event of a Change in Control (as defined under the Corporation’s 2006 Stock
      Incentive Plan) all of the Employee's Options and Time-Based Restricted Share
      Awards will vest in full and all of the Employee's Performance-Based Restricted
      Share Awards will be treated as earned at target
      (if the performance period is not then completed) and the shares subject thereto
      will be issued to the Employee within 10 days of such Change in
      Control.

     

    
      
         

      

      
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    (b) Notwithstanding
      the provisions of Subsection (a), to the extent the amount of severance payable
      and other benefits provided under the immediately preceding paragraph does
      not
      exceed the Separation Pay Exemption Amount (defined below), such severance
      and
      other benefits shall be exempt from Section 409A of the Internal Revenue Code
      (“Section 409A”) and shall be paid or provided in accordance with the provisions
      of Subsection (a). The amount of the severance payable and other benefits
      provided under Subsection (a) that is in excess of the Separation Pay Exemption
      Amount shall be subject to the requirements of Section 409A and shall be paid
      in
      strict accordance with the provisions of Subsection (a), unless the Employee
      is
      a specified employee (as defined in accordance with Treas. Reg. §1.409A-1(j) and
      such rules as many be established by the Corporation (including its delegate)
      from time to time) on his date of termination in which case the excess amount
      shall be paid as follows: (w) no portion of the excess amount may be paid,
      or
      commence to be paid, earlier than 6 months after the date the Employee
      terminates employment, (x) in the case of a payment that would have otherwise
      been paid during such 6-month period, the payment shall be made on the first
      day
      of the seventh month following the date the Employee terminates employment,
      (y)
      in the case of installment payments that would have otherwise been paid during
      such 6 month period, such installment payments shall be accumulated and paid
      on
      the first day of the seventh month following the date the Employee terminates
      employment and the remaining installments shall be paid in strict accordance
      with the provisions of Subsection (a), and (z) the determination of the amount
      of severance payable and other benefits provided under this Agreement that
      may
      considered excess amounts shall be made in the following order (those that
      are
      listed first shall be considered not to exceed the Separation Pay Exemption
      Amount to the maximum extent possible): (I) benefits, then (II) any payments
      in
      cash that are to be paid in installments, then (III) any payments in cash that
      are to be paid in a lump sum, and (IV) any noncash payments. For purposes of
      this Subsection (b), the term “Separation Pay Exemption Amount” means an amount
      equal to two times the lesser of (x) the sum of the Employee’s annualized
      compensation based upon the annual rate of pay for services provided to the
      Company for the Employee’s taxable year preceding the taxable year in which the
      Employee separates from service (adjusted for any increase during that year
      that
      was expected to continue indefinitely if the Employee had not separated from
      service); or (y) the maximum amount that may be taken into account under a
      qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code
      for
      the year in which the Employee separates from service.

     

    (c) Notwithstanding
      anything in this Agreement to the contrary, if any of the payment or payments
      or
      other benefit to the Employee (prior to any reduction below) provided for in
      this Agreement, together with any other payment or payments or other benefit
      which the Employee has the right to receive from the Corporation or any
      corporation which is a member of an “affiliated group” as defined in Section
      1504(a) of the Internal Revenue Code of 1986, as amended (“Code”), without
      regard to Section 1504(b) of the Code, of which the Corporation is a member
      (the
“Payments”) would constitute a “parachute payment” (as defined in Section
      280G(b)(2) of the Code), and if the Safe Harbor Amount (defined below) is
      greater than the Taxed Amount (defined below), then the total amount of such
      Payments shall be reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is
      the largest portion of the Payments that would result in no portion of the
      Payments being subject to the excise tax set forth at Section 4999 of the Code
      (“Excise Tax”). The “Taxed Amount” is the total amount of the Payments (prior to
      any reduction, above) notwithstanding that all or some portion of the Payments
      may be subject to the Excise Tax. Solely for the purpose of comparing which
      of
      the Safe Harbor Amount and the Taxed Amount is greater, the determination of
      each such amount, shall be made on an after-tax basis, taking into account
      all
      applicable federal, state and local employment taxes, income taxes, and the
      Excise Tax (all of which shall be computed at the highest applicable marginal
      rate). If a reduction of the Payments to the Safe Harbor Amount is necessary,
      then the reduction shall occur in the following order unless the Employee elects
      in writing a different order (provided, however, that such election shall be
      subject to approval of the Corporation if made on or after the date on which
      the
      event that triggers the Payments occurs): (i) reduction of cash payments; then
      (ii) cancellation of accelerated vesting of stock or stock option awards; and
      then (iii) reduction of the Employee's benefits. In the event that acceleration
      of vesting of stock or stock option award compensation is to be reduced, such
      acceleration of vesting shall be cancelled in the reverse order of the date
      of
      grant of the Employee's stock awards unless the Employee elects in writing
      a
      different order for cancellation.

     

    
      
         

      

      
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    7. Notices.
      Any
      notice or communication required or permitted to be given by any provision
      of
      this Agreement shall be deemed to have been sufficiently given or served for
      all
      purposes to a party: (a) if delivered personally to such party; (b) if sent
      to
      such party (addressed to such party’s facsimile number which is set forth in
      this Agreement) by facsimile, with receipt confirmed by telephone; (c) if sent
      to such party (addressed to such party’s address which is set forth in this
      Agreement) by regularly scheduled overnight delivery carrier with delivery
      fees
      either prepaid or an arrangement, satisfactory with such carrier, made for
      the
      payment thereof; or (d) if sent to such party (addressed to such party’s address
      which is set forth in this Agreement) by registered or certified mail, postage
      and charges prepaid. Any such notice shall be deemed to be given: (i) upon
      personal delivery, as provided above; (ii) upon telephonic confirmation of
      receipt of notice sent by facsimile, as provided above; (iii) one (1) business
      day after delivery to a regularly scheduled overnight delivery carrier,
      addressed and sent as provided above; or (iv) three (3) business days after
      the
      date on which the same was deposited in a regularly maintained receptacle for
      the deposit of United States mail, addressed and sent as provided above. The
      addresses of each of the parties are as follows:

     

    To
      the
      Corporation:

    


    LCA-Vision
      Inc.

    7840
      Montgomery Road

    Cincinnati,
      OH 45236

    Attention:
       ____________               
      

    Facsimile
      No.: (513)  792-5620            
      

    


    To
      the
      Employee:

    
                                                 

    

                                               


    


    Any
      party
      may change such party’s address or facsimile number for purposes of this
      Agreement by notice given in accordance herewith.

     

    8. Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties with respect to the
      subject matter hereof, and there are no other promises or conditions between
      the
      parties in any other agreement, whether oral or written, relating to such
      subject matter. This Agreement supersedes any prior written or oral agreements
      between the parties with respect to the subject matter hereof.

     

    
      
         

      

      
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    9. Amendment.
      This
      Agreement may only be modified or amended if the amendment is made in writing
      and is signed by both parties. Any amendments hereto must be signed by
      ______________________ on behalf of the Corporation or at the direction of
      the
      Corporation’s Board of Directors to be effective against the
      Corporation.

     

    10. Severability.
      If any
      provision of this Agreement shall be held to be invalid or unenforceable for
      any
      reason, the remaining provisions shall continue to be valid and enforceable.
      If
      a court finds that any provision of this Agreement is invalid or unenforceable,
      but that by limiting such provision it would become valid or enforceable, then
      such provision shall be deemed to be written, construed, and enforced as so
      limited.

     

    11. Waiver.
      The
      failure of either party to enforce any provision of this Agreement shall not
      be
      construed as a waiver or limitation of that party’s right subsequently to
      enforce and compel strict compliance with every provision of this
      Agreement.

     

    12. Applicable
      Law.
      This
      Agreement shall be governed by the laws of the State of Ohio, except the choice
      of law provisions thereof.

     

    13. Arbitration
      Agreement.
      Any and
      all claims with respect to this Agreement shall be settled by arbitration
      administered by the American Arbitration Association (AAA) in Cincinnati, Ohio
      under the AAA’s National Rules for the Resolution of Employment Disputes, and
      judgment upon the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. In any such arbitration proceeding, either party
      also may, without waiving any remedy under this Agreement, seek from any court
      having jurisdiction any interim or provisional relief that is necessary to
      protect the rights or property of that party pending the arbitrator’s
      determination of the merits of the controversy. Nothing in this Agreement is
      intended to prohibit Employee from filing a claim or communicating with any
      governmental agency including the Equal Employment Opportunity Commission or
      Department of Labor.

     

    14. Indemnification. 
      In accordance with the Corporation’s Bylaws, the Corporation will indemnify and
      hold harmless, to the fullest extent permitted by applicable law, the Employee
      if he is made or is threatened to be made a party or is otherwise involved
      in
      any action, suit or proceeding, whether civil, criminal, administrative or
      investigative by reason of the fact that he is a director or officer of the
      Corporation, against all liability or loss suffered (including attorneys’ fees)
      reasonably incurred by Employee. 

     

    
      
         

      

      
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    15. Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon the parties and their respective heirs,
      executors, administrators, successors, and assigns; provided, however, that
      the
      Employee shall not assign any part of his rights or duties under this Agreement
      without the prior written consent of the Corporation, which the Corporation
      may
      grant or withhold in its sole discretion, and any such assignment by the
      Employee without the Corporation’s prior written consent shall be void and of no
      force or effect. In the event of a merger, sale, transfer, consolidation, or
      reorganization involving the Corporation, this Agreement shall continue in
      full
      force and effect and shall be binding upon, and inure to the benefit of, the
      Corporation’s successor.

     

    16. Exemption
      from, or Compliance with, Section 409A.
      The
      payment of amounts and the provision of benefits under this Agreement are
      intended to be exempt from, or compliant with, Section 409A of the Internal
      Revenue Code. Accordingly, the payment of any amount under this Agreement
      subject to Section 409A shall be made in strict compliance with the provisions
      hereof, and no such amounts payable hereunder may be accelerated or deferred
      beyond the periods provided herein. This Agreement shall be administered and
      interpreted in a manner that is consistent with the foregoing
      intention.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly and validly entered into and
      executed this Agreement as of the date first written above.

     

    
      	
              LCA-Vision
                Inc.

            	
              EMPLOYEE

            
	 	 
	
              By:                                                                                   
                

            	                                                                                      
              
	
              Printed
                Name: Steven C.
                Straus                                  
                

            	
              Print
                Name:                                                                 
                

            
	
              Title:
                Chief Executive
                Officer                                      
                

            	 


    

    


     

    
      
         

      

      
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