Form of Option Agreement


    EXHIBIT
      10.1

    


    CERTIFICATE

    No.
      ________

     

    CAPRIUS,
      INC.

     

    STOCK
      OPTION AGREEMENT

     

    This
      Stock Option is granted to:

     

    


     

    
      	
              Name:

            	
              _______________
                (“Optionee” or “you”)

               

            
	
              Address:

            	
              _______________________

            


    

    


    in
      accordance with and pursuant to the terms of the 2002 Stock Option Plan (the
      “Plan”) of CAPRIUS, INC., a Delaware corporation (the “Company”).

     

    The
      terms
      of the Plan are incorporated by reference and shall be considered to be a part
      of this Stock Option Agreement. A copy of the Plan is attached hereto as
Exhibit
      A.
      Because
      this Option Agreement covers just the basic terms of your Stock Option, you
      should carefully review the Plan in order that you fully understand your rights
      regarding the Stock Option granted to you.

     

    1.    Grant.
      The Company hereby grants to you, the Optionee, a stock option (the “Option”)
      under the Plan to purchase all or any part of an aggregate of _________ shares
      (the “Option Shares”) of the Common Stock, $.01 par value (the “Common Stock”),
      of the Company, at an exercise price of $__________ per share, subject to
      adjustment in accordance with the terms and conditions set forth in Section
      13
      of the Plan. This Option is granted as of ___________ (the “Grant
      Date”).

     

    2.    Incentive
      Stock Option. This Option is intended to be an Incentive Stock Option
      ("ISO") within the meaning of §422(b) of the Internal Revenue Code of 1986, as
      amended (the "Code"). Under the Code, the grant to you of this Option is not
      considered a taxable event. You may have tax consequences at the time of
      exercise of the Option and you will have tax consequences at the time of
      disposition of the Option Shares. In addition, under Section 16 of the Plan
      you
      are required to give notice to the Company of any “disqualifying disposition” of
      the Option Shares. 

     

    Or

    


                 Non-Qualified
      Stock
      Option.
      This
      Option is a Non-Qualified Stock Option (i.e., it is not an incentive stock
      option within the meaning of Section 422 of the Internal Revenue Code of 1986,
      as amended (the “Code”).

     

    3.    Exercise.
      This Option, to the extent vested, shall be exercisable until __________ [2016],
      the day immediately preceding the [tenth] anniversary of the Grant Date subject
      to earlier termination upon the occurrence of an event described in Sections
      9
      and 10 of the Plan, or in connection with a Change in Control, as provided
      in
      Section 13.4 of the Plan. 

     

    4.    Vesting.
      You shall have the right to exercise this Option only to the extent of the
      Option Shares you are then vested in, subject to accelerated vesting and also
      subject to termination of vesting upon your termination of employment or
      cessation as service, as provided for in the Plan. Your vesting schedule is
      as
      follows: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Number
                  of Option Shares

              	
                Date
                  Vested and Exercisable 

              
	 	 
	 	 
	 	 


      

       

    

    5.    Method
      of Exercise. You may exercise this Option, to the extent vested and
      exercisable, by completing and sending to the Company the Exercise Letter in
      the
      form attached hereto as Exhibit B. In this Exercise Letter you will identify
      the
      Option to be exercised and specify the number of Option Shares to be purchased,
      and also you will include payment by check payable to the Company, unless the
      Company has permitted you to make payment by some other means. Within five
      business days after due receipt of your Exercise Letter and payment, the Company
      will issue a certificate for the purchased Option Shares. The purchased Option
      Shares shall be fully-paid and non-assessable shares of the Common Stock of
      the
      Company.

     

    6.    Transfer.
      You may not transfer or assign this Stock Option Agreement or any rights in
      the
      Option granted herein except (i) by will or the laws of descent and
      distribution, (ii) pursuant to a qualified domestic relations order as defined
      in Section 414(p) of the Code or (iii) as otherwise provided in the Plan. The
      Option may be exercised only by you or your legal representative, as provided
      in
      the Plan. Any transfer or attempted transfer in violation of this Section may
      cause termination of the Option. 

     

    7.    No
      Implied Rights. Nothing contained in this Option Agreement or in the Plan
      shall (i) confer on you any right with respect to the terms of or continuation
      of your employment with the Company, or to interfere with the right of the
      Company to terminate your employment at any time, with or without cause (subject
      to any then existing employment agreement), or (ii) give you any rights to
      dividends, voting or other rights with respect to the Option Shares except
      as to
      Option Shares which are issued to you upon exercise hereunder.

     

    8.    Interpretation.
      The interpretation, construction, performance and enforcement of this Option
      Agreement and the Plan shall lie in the sole and absolute discretion of the
      Compensation Committee of the Board of Directors of the Company. Its
      determination shall be conclusive and binding on you, and shall be given the
      maximum deference permitted by law. Defined terms in this Option Agreement
      without definition shall have the meanings ascribed to them in the Plan. In
      the
      event of any discrepancy between the terms of this Option Agreement and the
      Plan, the terms of the Plan shall govern.

     

    9.    Binding.
      This Option shall be subject to exercise as provided herein and as provided
      by
      the terms of the Plan and shall, in accordance with such terms, be binding
      upon
      the Company and you.

     

    10.    Taxes.
      The Company is not making any representations to you, by way of this Option
      Agreement or otherwise, with respect to the actual tax consequences of your
      grant or exercise of this Option or any subsequent disposition of the Option
      Shares acquired upon exercise hereunder. You agree to make appropriate
      arrangements with the Company for the satisfaction of all federal, state and
      local income and employment tax withholding requirements applicable to the
      Option. You acknowledge and agree that the Company may refuse to honor the
      exercise and refuse to deliver the Option Shares if such withholding amounts,
      if
      required, are not delivered at the time of exercise.  

     

    11.    Governing
      Law. This Certificate shall be governed by and constituted in accordance
      with the laws of the State of Delaware, without regard to conflict of laws
      provisions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    12.    Entire
      Agreement. This Stock Option Agreement and the Plan comprise the entire
      agreement with respect to the Option granted to you herein, and this Agreement
      cannot be amended or modified except in accordance with a writing executed
      by
      the Company and you.

     

    IN
      WITNESS WHEREOF, Caprius, Inc. has hereunto set its hand on the ___day of
      ________________ 2006.

     

    


    
      	 	
              CAPRIUS,
                INC.

               

               

            
	 	
              By:

            	
               

            
	 	 	
              Jonathan
                Joels

              CFO

            


    

     

     

    Agreed
      to: