Exhibit
      10.1

    


    DIRECTOR
      INDEMNIFICATION AGREEMENT

     

    This
      Director Indemnification Agreement, dated as of July 18, 2008 (this
“Agreement”),
      is
      made by and between LCA-Vision Inc., a Delaware corporation (the “Company”),
      and
      _______________________ (“Indemnitee”).

     

    RECITALS:

     

    A. Section 141
      of the Delaware General Corporation Law provides that the business and affairs
      of a corporation shall be managed by or under the direction of its board of
      directors.

     

    B. By
      virtue
      of the managerial prerogatives vested in the directors of a Delaware
      corporation, directors act as fiduciaries of the corporation and its
      stockholders.

     

    C. Thus,
      it
      is critically important to the Company and its stockholders that the Company
      be
      able to attract and retain the most capable persons reasonably available to
      serve as directors of the Company.

     

    D. In
      recognition of the need for corporations to be able to induce capable and
      responsible persons to accept positions in corporate management, Delaware law
      authorizes (and in some instances requires) corporations to indemnify their
      directors and officers, and further authorizes corporations to purchase and
      maintain insurance for the benefit of their directors and officers.

     

    E. The
      Delaware courts have recognized that indemnification by a corporation serves
      the
      dual policies of (1) allowing corporate officials to resist unjustified
      lawsuits, secure in the knowledge that, if vindicated, the corporation will
      bear
      the expense of litigation and (2) encouraging capable women and men to serve
      as
      corporate directors and officers, secure in the knowledge that the corporation
      will absorb the costs of defending their honesty and integrity.

     

    F. The
      number of lawsuits challenging the judgment and actions of directors of Delaware
      corporations, the costs of defending those lawsuits, and the threat to
      directors’ personal assets have all materially increased over the past several
      years, chilling the willingness of capable women and men to undertake the
      responsibilities imposed on corporate directors.

     

    G. Recent
      federal legislation and rules adopted by the Securities and Exchange Commission
      and the national securities exchanges have imposed additional disclosure and
      corporate governance obligations on directors of public companies and have
      exposed such directors to new and substantially broadened civil liabilities.
      

     

    H. These
      legislative and regulatory initiatives have also exposed directors of public
      companies to a significantly greater risk of criminal proceedings, with
      attendant defense costs and potential criminal fines and penalties.

     

    I. Under
      Delaware law, a director’s right to be reimbursed for the costs of defense of
      criminal actions, whether such claims are asserted under state or federal law,
      does not depend upon the merits of the claims asserted against the director
      and
      is separate and distinct from any right to indemnification the director may
      be
      able to establish, and indemnification of the director against criminal fines
      and penalties is permitted if the director satisfies the applicable standard
      of
      conduct.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    J. Indemnitee
      is a director of the Company and his/her willingness to serve in such capacity
      is predicated, in substantial part, upon the Company’s willingness to indemnify
      him/her in accordance with the principles reflected above, to the fullest extent
      permitted by the laws of the state of Delaware, and upon the other undertakings
      set forth in this Agreement.

     

    K. Article
      Sixth of the Company’s Restated Certificate of Incorporation and Article VI of
      its By-laws now require the Company to indemnify each director to the full
      extent permitted by law. However, the recent Delaware Chancery decision in
      Schroon
      v. Troy,
      C.A.
      No. 2362, 2008 WL 821666 (Del. Ch. Mar. 28, 2008), has called into the question
      the ability of directors to rely on such provisions following their retirement
      or other departure from the board in the event there is a subsequent amendment
      to the charter documents that alters or eliminates the indemnification
      provisions of those documents.

     

    L. Therefore,
      in recognition of the need to provide Indemnitee with substantial protection
      against personal liability, in order to procure Indemnitee’s continued service
      as a director of the Company and to enhance Indemnitee’s ability to serve the
      Company in an effective manner, and in order to provide such protection pursuant
      to express contract rights (intended to be enforceable irrespective of, among
      other things, any amendment to the Company’s certificate of incorporation or
      bylaws (collectively, the “Constituent
      Documents”),
      any
      change in the composition of the Company’s Board of Directors (the “Board”)
      or any
      change-in-control or business combination transaction relating to the Company),
      the Company wishes to provide in this Agreement for the indemnification of
      and
      the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set
      forth in this Agreement and for the continued coverage of Indemnitee under
      the
      Company’s directors’ and officers’ liability insurance policies.

     

    M. In
      light
      of the considerations referred to in the preceding recitals, it is the Company’s
      intention and desire that the provisions of this Agreement be construed
      liberally, subject to their express terms, to maximize the protections to be
      provided to Indemnitee hereunder.

     

    AGREEMENT:

     

    NOW,
      THEREFORE, the parties hereby agree as follows:

     

    1. Certain
      Definitions.
      In
      addition to terms defined elsewhere herein, the following terms have the
      following meanings when used in this Agreement with initial capital
      letters:

     

    (a)“Change
      in Control” 
      means
      the occurrence after the date of this Agreement of any of the following
      events:

     

    (i)the
      acquisition by any individual, entity or group (within the meaning of
      Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 20% or more of the combined voting power of the
      then-outstanding Voting Stock of the Company; provided,
      however,
      that:

     

    
      
         

      

      
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    (A) for
      purposes of this Section 1(a)(i), the following acquisitions shall not
      constitute a Change in Control: (1) any acquisition of Voting Stock of the
      Company directly from the Company that is approved by a majority of the
      Incumbent Directors, (2) any acquisition of Voting Stock of the Company by
      the Company or any Subsidiary, (3) any acquisition of Voting Stock of the
      Company by any employee benefit plan (or related trust) sponsored or maintained
      by the Company or any Subsidiary, and (4) any acquisition of Voting Stock of
      the
      Company by any Person pursuant to a Business Combination that complies with
      clauses (A), (B) and (C) of Section 1(a)(iii) below;

     

    (B) if
      any
      Person acquires beneficial ownership of 20% or more of combined voting power
      of
      the then-outstanding Voting Stock of the Company as a result of a transaction
      described in clause (A)(1) of Section 1(a)(i) and such Person thereafter
      becomes the beneficial owner of any additional shares of Voting Stock of the
      Company representing 1% or more of the then-outstanding Voting Stock of the
      Company, other than in an acquisition directly from the Company that is approved
      by a majority of the Incumbent Directors or other than as a result of a stock
      dividend, stock split or similar transaction effected by the Company in which
      all holders of Voting Stock are treated equally, such subsequent acquisition
      shall be deemed to constitute a Change in Control; 

     

    (C) a
      Change
      in Control will not be deemed to have occurred if a Person acquires beneficial
      ownership of 20% or more of the Voting Stock of the Company as a result of
      a
      reduction in the number of shares of Voting Stock of the Company outstanding
      unless and until such Person thereafter becomes the beneficial owner of any
      additional shares of Voting Stock of the Company representing 1% or more of
      the
      then-outstanding Voting Stock of the Company, other than in an acquisition
      directly from the Company that is approved by a majority of the Incumbent
      Directors or other than as a result of a stock dividend, stock split or similar
      transaction effected by the Company in which all holders of Voting Stock are
      treated equally; and 

     

    (D) if
      at
      least a majority of the Incumbent Directors determine in good faith that a
      Person has acquired beneficial ownership of 20% or more of the Voting Stock
      of
      the Company inadvertently, and such Person divests as promptly as practicable
      a
      sufficient number of shares so that such Person beneficially owns less than
      20%
      of the Voting Stock of the Company, then no Change in Control shall have
      occurred as a result of such Person’s acquisition; or

     

    (ii)a
      majority of the Directors are not Incumbent Directors; or

     

    (iii)the
      consummation of a reorganization, merger or consolidation, or sale or other
      disposition of all or substantially all of the assets of the Company or the
      acquisition of assets of another corporation, or other transaction (each, a
      “Business
      Combination”),
      unless, in each case, immediately following such Business Combination
      (A) all or substantially all of the individuals and entities who were the
      beneficial owners of Voting Stock of the Company immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 60%
      of
      the combined voting power of the then outstanding shares of Voting Stock of
      the
      entity resulting from such Business Combination (including, without limitation,
      an entity which as a result of such transaction owns the Company or all or
      substantially all of the Company’s assets either directly or through one or more
      subsidiaries), (B) no Person (other than the Company, such entity resulting
      from such Business Combination, or any employee benefit plan (or related trust)
      sponsored or maintained by the Company, any Subsidiary or such entity resulting
      from such Business Combination) beneficially owns, directly or indirectly,
      20%
      or more of the combined voting power of the then outstanding shares of Voting
      Stock of the entity resulting from such Business Combination, and (C) at
      least a majority of the members of the Board of Directors of the entity
      resulting from such Business Combination were Incumbent Directors at the time
      of
      the execution of the initial agreement or of the action of the Board providing
      for such Business Combination; or

     

    
      
         

      

      
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    (iv)approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company, except pursuant to a Business Combination that complies with
      clauses (A), (B) and (C) of Section 1(a)(iii).

     

    (v)For
      purposes of this Section 1(a) and as used elsewhere in this Agreement, the
      following terms shall have the following meanings:

     

    (A) “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    (B) “Incumbent
      Directors”
      means
      the individuals who, as of the date hereof, are Directors of the Company and
      any
      individual becoming a Director subsequent to the date hereof whose election,
      nomination for election by the Company’s stockholders, or appointment, was
      approved by a vote of at least two-thirds of the then Incumbent Directors
      (either by a specific vote or by approval of the proxy statement of the Company
      in which such person is named as a nominee for director, without objection
      to
      such nomination); provided,
      however,
      that an
      individual shall not be an Incumbent Director if such individual’s election or
      appointment to the Board occurs as a result of an actual or threatened election
      contest (as described in Rule 14a-12(c) of the Exchange Act) with respect
      to the election or removal of Directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board.

     

    (C) “Subsidiary”
      means an
      entity in which the Company directly or indirectly beneficially owns 50% or
      more
      of the outstanding Voting Stock.

     

    (D) “Voting
      Stock”
      means
      securities entitled to vote generally in the election of directors (or similar
      governing bodies).

     

    (b)“Claim”
      means
      (i) any threatened, asserted, pending or completed claim, demand, action,
      suit or proceeding, whether civil, criminal, administrative, arbitrative,
      investigative or other, and whether made pursuant to federal, state or other
      law; and (ii) any threatened, pending or completed inquiry or
      investigation, whether made, instituted or conducted by the Company or any
      other
      person, including without limitation any federal, state or other governmental
      entity, that Indemnitee determines might lead to the institution of any such
      claim, demand, action, suit or proceeding.

     

    
      
         

      

      
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    (c)“Controlled
      Affiliate”
      means
      any corporation, limited liability company, partnership, joint venture, trust
      or
      other entity or enterprise, whether or not for profit, that is directly or
      indirectly controlled by the Company. For purposes of this definition, “control”
means the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of an entity or enterprise, whether
      through the ownership of voting securities, through other voting rights, by
      contract or otherwise; provided
      that
      direct or indirect beneficial ownership of capital stock or other interests
      in
      an entity or enterprise entitling the holder to cast 20% or more of the total
      number of votes generally entitled to be cast in the election of directors
      (or
      persons performing comparable functions) of such entity or enterprise shall
      be
      deemed to constitute control for purposes of this definition.

     

    (d)“Disinterested
      Director”
means
      a
      director of the Company who is not and was not a party to the Claim in respect
      of which indemnification is sought by Indemnitee.

     

    (e)“Expenses”
      means
      attorneys’ and experts’ fees and expenses and all other costs and expenses paid
      or payable in connection with investigating, defending, being a witness in
      or
      participating in (including on appeal), or preparing to investigate, defend,
      be
      a witness in or participate in (including on appeal), any Claim.

     

    (f)“Indemnifiable
      Claim”
      means
      any Claim based upon, arising out of or resulting from (i) any actual,
      alleged or suspected act or failure to act by Indemnitee in his or her capacity
      as a director, officer, employee or agent of the Company or as a director,
      officer, employee, member, manager, trustee or agent of any other corporation,
      limited liability company, partnership, joint venture, trust or other entity
      or
      enterprise, whether or not for profit, as to which Indemnitee is or was serving
      at the request of the Company as a director, officer, employee, member, manager,
      trustee or agent, (ii) any actual, alleged or suspected act or failure to
      act by Indemnitee in respect of any business, transaction, communication,
      filing, disclosure or other activity of the Company or any other entity or
      enterprise referred to in clause (i) of this sentence, or
      (iii) Indemnitee’s status as a current or former director, officer,
      employee or agent of the Company or as a current or former director, officer,
      employee, member, manager, trustee or agent of the Company or any other entity
      or enterprise referred to in clause (i) of this sentence or any actual,
      alleged or suspected act or failure to act by Indemnitee in connection with
      any
      obligation or restriction imposed upon Indemnitee by reason of such status.
      In
      addition to any service at the actual request of the Company, for purposes
      of
      this Agreement, Indemnitee shall be deemed to be serving or to have served
      at
      the request of the Company as a director, officer, employee, member, manager,
      trustee or agent of another entity or enterprise if Indemnitee is or was serving
      as a director, officer, employee, member, manager, trustee or agent of such
      entity or enterprise and (i) such entity or enterprise is or at the time of
      such service was a Controlled Affiliate, (ii) such entity or enterprise is
      or at the time of such service was an employee benefit plan (or related trust)
      sponsored or maintained by the Company or a Controlled Affiliate, or
      (iii) the Company or a Controlled Affiliate directly or indirectly caused
      or authorized Indemnitee to be nominated, elected, appointed, designated,
      employed, engaged or selected to serve in such capacity.

     

    (g)“Indemnifiable
      Losses” means
      any
      and all Losses relating to, arising out of or resulting from any Indemnifiable
      Claim. 

     

    
      
         

      

      
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    (h)“Independent
      Counsel”
means
      a
      law firm, or a member of a law firm, that is experienced in matters of
      corporation law and neither presently is, nor in the past five years has been,
      retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in
      any matter material to either such party (other than with respect to matters
      concerning the Indemnitee under this Agreement, or of other indemnitees under
      similar indemnification agreements), or (ii) any other named (or, as to a
      threatened matter, reasonably likely to be named) party to the Indemnifiable
      Claim giving rise to a claim for indemnification hereunder. Notwithstanding
      the
      foregoing, the term “Independent Counsel” shall not include any person who,
      under the applicable standards of professional conduct then prevailing, would
      have a conflict of interest in representing either the Company or Indemnitee
      in
      an action to determine Indemnitee’s rights under this Agreement. 

     

    (i)“Losses”
      means
      any and all Expenses, damages, losses, liabilities, judgments, fines, penalties
      (whether civil, criminal or other) and amounts paid in settlement, including
      without limitation all interest, assessments and other charges paid or payable
      in connection with or in respect of any of the foregoing.

     

    2.Indemnification
      Obligation.
      Subject
      to Section 7, the Company shall indemnify, defend and hold harmless
      Indemnitee, to the fullest extent permitted or required by the laws of the
      State
      of Delaware in effect on the date hereof or as such laws may from time to time
      hereafter be amended to increase the scope of such permitted indemnification,
      against any and all Indemnifiable Claims and Indemnifiable Losses; provided,
      however,
      that,
      except as provided in Sections 4 and 20, Indemnitee shall not be entitled
      to indemnification pursuant to this Agreement in connection with any Claim
      initiated by Indemnitee against the Company or any director or officer of the
      Company unless the Company has joined in or consented to the initiation of
      such
      Claim.

     

    3.Advancement
      of Expenses.
      Indemnitee shall have the right to advancement by the Company prior to the
      final
      disposition of any Indemnifiable Claim of any and all Expenses relating to,
      arising out of or resulting from any Indemnifiable Claim paid or incurred by
      Indemnitee or which Indemnitee determines are reasonably likely to be paid
      or
      incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to
      the satisfaction of any standard of conduct. Without limiting the generality
      or
      effect of the foregoing, within five business days after any request by
      Indemnitee, the Company shall, in accordance with such request (but without
      duplication), (a) pay such Expenses on behalf of Indemnitee,
      (b) advance to Indemnitee funds in an amount sufficient to pay such
      Expenses, or (c) reimburse Indemnitee for such Expenses; provided
      that
      Indemnitee shall repay, without interest any amounts actually advanced to
      Indemnitee that, at the final disposition of the Indemnifiable Claim to which
      the advance related, were in excess of amounts paid or payable by Indemnitee
      in
      respect of Expenses relating to, arising out of or resulting from such
      Indemnifiable Claim. In connection with any such payment, advancement or
      reimbursement, Indemnitee shall execute and deliver to the Company an
      undertaking in the form attached hereto as Exhibit
      A
      (subject
      to Indemnitee filling in the blanks therein and selecting from among the
      bracketed alternatives therein), which need not be secured and shall be accepted
      without reference to Indemnitee’s ability to repay the Expenses. In no event
      shall Indemnitee’s right to the payment, advancement or reimbursement of
      Expenses pursuant to this Section 3 be conditioned upon any undertaking that
      is
      less favorable to Indemnitee than, or that is in addition to, the undertaking
      set forth in Exhibit
      A.
      

     

    
      
         

      

      
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    4.Indemnification
      for Additional Expenses.
      Without
      limiting the generality or effect of the foregoing, the Company shall indemnify
      and hold harmless Indemnitee against and, if requested by Indemnitee, shall
      reimburse Indemnitee for, or advance to Indemnitee, within five business days
      of
      such request, any and all Expenses paid or incurred by Indemnitee or which
      Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee
      in connection with any Claim made, instituted or conducted by Indemnitee for
      (a) indemnification or payment, advancement or reimbursement of Expenses by
      the Company under any provision of this Agreement, or under any other agreement
      or provision of the Constituent Documents now or hereafter in effect relating
      to
      Indemnifiable Claims, and/or (b) recovery under any directors’ and
      officers’ liability insurance policies maintained by the Company, regardless in
      each case of whether Indemnitee ultimately is determined to be entitled to
      such
      indemnification, reimbursement, advance or insurance recovery, as the case
      may
      be; provided,
      however,
      that
      Indemnitee shall return, without interest, any such advance of Expenses (or
      portion thereof) which remains unspent at the final disposition of the Claim
      to
      which the advance related.

     

    5.Partial
      Indemnity.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any Indemnifiable Loss, but not for
      all
      of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
      for the portion thereof to which Indemnitee is entitled. 

     

    6.Procedure
      for Notification.
      To
      obtain indemnification under this Agreement in respect of an Indemnifiable
      Claim
      or Indemnifiable Loss, Indemnitee shall submit to the Company a written request
      therefore, including a brief description (based upon information then available
      to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the
      time of the receipt of such request, the Company has directors’ and officers’
liability insurance in effect under which coverage for such Indemnifiable Claim
      or Indemnifiable Loss is potentially available, the Company shall give prompt
      written notice of such Indemnifiable Claim or Indemnifiable Loss to the
      applicable insurers in accordance with the procedures set forth in the
      applicable policies. The Company shall provide to Indemnitee a copy of such
      notice delivered to the applicable insurers, and copies of all subsequent
      correspondence between the Company and such insurers regarding the Indemnifiable
      Claim or Indemnifiable Loss, in each case substantially concurrently with the
      delivery or receipt thereof by the Company. The failure by Indemnitee to timely
      notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not
      relieve the Company from any liability hereunder unless, and only to the extent
      that, the Company did not otherwise learn of such Indemnifiable Claim or
      Indemnifiable Loss and such failure results in forfeiture by the Company of
      substantial defenses, rights or insurance coverage.

     

    7.Determination
      of Right to Indemnification.

     

    (a)To
      the
      extent that Indemnitee shall have been successful on the merits or otherwise
      in
      defense of any Indemnifiable Claim or any portion thereof or in defense of
      any
      issue or matter therein, including without limitation dismissal without
      prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses
      relating to, arising out of or resulting from such Indemnifiable Claim in
      accordance with Section 2 and no Standard of Conduct Determination (as
      defined in Section 7(b)) shall be required.

     

    
      
         

      

      
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    (b)To
      the
      extent that the provisions of Section 7(a) are inapplicable to an
      Indemnifiable Claim that shall have been finally disposed of, any determination
      of whether Indemnitee has satisfied any applicable standard of conduct under
      Delaware law that is a legally required condition precedent to indemnification
      of Indemnitee hereunder against Indemnifiable Losses relating to, arising out
      of
      or resulting from such Indemnifiable Claim (a “Standard
      of Conduct Determination”)
      shall
      be made as follows: (i) if a Change in Control shall not have occurred, or
      if a Change in Control shall have occurred but Indemnitee shall have requested
      that the Standard of Conduct Determination be made pursuant to this clause
      (i),
      (A) by a majority vote of the Disinterested Directors, even if less than a
      quorum of the Board, (B) if such Disinterested Directors so direct, by a
      majority vote of a committee of Disinterested Directors designated by a majority
      vote of all Disinterested Directors, or (C) if there are no such
      Disinterested Directors, by Independent Counsel in a written opinion addressed
      to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if
      a Change in Control shall have occurred and Indemnitee shall not have requested
      that the Standard of Conduct Determination be made pursuant to clause (i),
      by Independent Counsel in a written opinion addressed to the Board, a copy
      of
      which shall be delivered to Indemnitee. Indemnitee will cooperate with the
      person or persons making such Standard of Conduct Determination, including
      providing to such person or persons, upon reasonable advance request, any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to Indemnitee and reasonably
      necessary to such determination. The Company shall indemnify and hold harmless
      Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee
      for, or advance to Indemnitee, within five business days of such request, any
      and all costs and expenses (including attorneys’ and experts’ fees and expenses)
      incurred by Indemnitee in so cooperating with the person or persons making
      such
      Standard of Conduct Determination.

     

    (c)The
      Company shall use its reasonable best efforts to cause any Standard of Conduct
      Determination required under Section 7(b) to be made as promptly as
      practicable. If (i) the person or persons empowered or selected under
      Section 7 to make the Standard of Conduct Determination shall not have made
      a determination within 30 days after the later of (A) receipt by the
      Company of written notice from Indemnitee advising the Company of the final
      disposition of the applicable Indemnifiable Claim (the date of such receipt
      being the “Notification
      Date”)
      and
      (B) the selection of an Independent Counsel, if such determination is to be
      made by Independent Counsel, that is permitted under the provisions of
      Section 7(e) to make such determination and (ii) Indemnitee shall have
      fulfilled his/her obligations set forth in the second sentence of
      Section 7(b), then Indemnitee shall be deemed to have satisfied the
      applicable standard of conduct; provided
      that
      such 30-day period may be extended for a reasonable time, not to exceed an
      additional 30 days, if the person or persons making such determination in
      good faith requires such additional time for the obtaining or evaluation or
      documentation and/or information relating thereto.

     

    (d)If
      (i) Indemnitee shall be entitled to indemnification hereunder against any
      Indemnifiable Losses pursuant to Section 7(a), (ii) no determination
      of whether Indemnitee has satisfied any applicable standard of conduct under
      Delaware law is a legally required condition precedent to indemnification of
      Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee
      has been determined or deemed pursuant to Section 7(b) or (c) to have
      satisfied any applicable standard of conduct under Delaware law which is a
      legally required condition precedent to indemnification of Indemnitee hereunder
      against any Indemnifiable Losses, then the Company shall pay to Indemnitee,
      within five business days after the later of (x) the Notification Date in
      respect of the Indemnifiable Claim or portion thereof to which such
      Indemnifiable Losses are related, out of which such Indemnifiable Losses arose
      or from which such Indemnifiable Losses resulted and (y) the earliest date
      on which the applicable criterion specified in clause (i), (ii) or (iii) above
      shall have been satisfied, an amount equal to the amount of such Indemnifiable
      Losses.

     

    
      
         

      

      
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    (e)If
      a
      Standard of Conduct Determination is to be made by Independent Counsel pursuant
      to Section 7(b)(i), the Independent Counsel shall be selected by the Board
      of Directors, and the Company shall give written notice to Indemnitee advising
      him or her of the identity of the Independent Counsel so selected. If a Standard
      of Conduct Determination is to be made by Independent Counsel pursuant to
      Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee,
      and Indemnitee shall give written notice to the Company advising it of the
      identity of the Independent Counsel so selected. In either case, Indemnitee
      or
      the Company, as applicable, may, within five business days after receiving
      written notice of selection from the other, deliver to the other a written
      objection to such selection; provided,
      however,
      that
      such objection may be asserted only on the ground that the Independent Counsel
      so selected does not satisfy the criteria set forth in the definition of
“Independent Counsel” in Section 1(h), and the objection shall set forth
      with particularity the factual basis of such assertion. Absent a proper and
      timely objection, the person or firm so selected shall act as Independent
      Counsel. If such written objection is properly and timely made and
      substantiated, (i) the Independent Counsel so selected may not serve as
      Independent Counsel unless and until such objection is withdrawn or a court
      has
      determined that such objection is without merit and (ii) the non-objecting
      party may, at its option, select an alternative Independent Counsel and give
      written notice to the other party advising such other party of the identity
      of
      the alternative Independent Counsel so selected, in which case the provisions
      of
      the two immediately preceding sentences and clause (i) of this sentence
      shall apply to such subsequent selection and notice. If applicable, the
      provisions of clause (ii) of the immediately preceding sentence shall apply
      to successive alternative selections. If no Independent Counsel that is
      permitted under the foregoing provisions of this Section 7(e) to make the
      Standard of Conduct Determination shall have been selected within 30 days
      after the Company gives its initial notice pursuant to the first sentence of
      this Section 7(e) or Indemnitee gives its initial notice pursuant to the
      second sentence of this Section 7(e), as the case may be, either the
      Company or Indemnitee may petition the Court of Chancery of the State of
      Delaware for resolution of any objection which shall have been made by the
      Company or Indemnitee to the other’s selection of Independent Counsel and/or for
      the appointment as Independent Counsel of a person or firm selected by the
      Court
      or by such other person as the Court shall designate, and the person or firm
      with respect to whom all objections are so resolved or the person or firm so
      appointed will act as Independent Counsel. In all events, the Company shall
      pay
      all of the reasonable fees and expenses of the Independent Counsel incurred
      in
      connection with the Independent Counsel’s determination pursuant to
      Section 7(b).

     

    8.Presumption
      of Entitlement. In
      making
      any Standard of Conduct Determination, the person or persons making such
      determination shall presume that Indemnitee has satisfied the applicable
      standard of conduct, and the Company may overcome such presumption only by
      its
      adducing clear and convincing evidence to the contrary. Any Standard of Conduct
      Determination that is adverse to Indemnitee may be challenged by the Indemnitee
      in the Court of Chancery of the State of Delaware. No determination by the
      Company (including by its directors or any Independent Counsel) that Indemnitee
      has not satisfied any applicable standard of conduct shall be a defense to
      any
      Claim by Indemnitee for indemnification or reimbursement or advance payment
      of
      Expenses by the Company hereunder or create a presumption that Indemnitee has
      not met any applicable standard of conduct.

     

    9.No
      Other Presumption.
      For
      purposes of this Agreement, the termination of any Claim by judgment, order,
      settlement (whether with or without court approval) or conviction, or upon
      a
      plea of nolo
      contendere
      or its
      equivalent, will not create a presumption that Indemnitee did not meet any
      applicable standard of conduct or that indemnification hereunder is otherwise
      not permitted.

     

    
      
         

      

      
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    10.Non-Exclusivity.
      The
      rights of Indemnitee hereunder will be in addition to any other rights
      Indemnitee may have under the Constituent Documents, or the substantive laws
      of
      the Company’s jurisdiction of incorporation, any other contract or otherwise
      (collectively, “Other
      Indemnity Provisions”);
      provided,
      however,
      that
      (a) to the extent that Indemnitee otherwise would have any greater right to
      indemnification under any Other Indemnity Provision, Indemnitee will be deemed
      to have such greater right hereunder and (b) to the extent that any change
      is made to any Other Indemnity Provision which permits any greater right to
      indemnification than that provided under this Agreement as of the date hereof,
      Indemnitee will be deemed to have such greater right hereunder. The Company
      will
      not adopt any amendment to any of the Constituent Documents the effect of which
      would be to deny, diminish or encumber Indemnitee’s right to indemnification
      under this Agreement or any Other Indemnity Provision.

     

    11.Liability
      Insurance and Funding.
      For the
      duration of Indemnitee’s service as a director and/or officer of the Company,
      and thereafter for so long as Indemnitee shall be subject to any pending or
      possible Indemnifiable Claim, the Company shall use commercially reasonable
      efforts (taking into account the scope and amount of coverage available relative
      to the cost thereof) to cause to be maintained in effect policies of directors’
and officers’ liability insurance providing coverage for directors and/or
      officers of the Company that is at least substantially comparable in scope
      and
      amount to that provided by the Company’s current policies of directors’ and
      officers’ liability insurance. The Company shall provide Indemnitee with a copy
      of all directors’ and officers’ liability insurance applications, binders,
      policies, declarations, endorsements and other related materials, and shall
      provide Indemnitee with a reasonable opportunity to review and comment on the
      same. Without limiting the generality or effect of the two immediately preceding
      sentences, the Company shall not discontinue or significantly reduce the scope
      or amount of coverage from one policy period to the next (i)  without the
      prior approval thereof by a majority vote of the Incumbent Directors, even
      if
      less than a quorum, or (ii) if at the time that any such discontinuation or
      significant reduction in the scope or amount of coverage is proposed there
      are
      no Incumbent Directors, without the prior written consent of Indemnitee (which
      consent shall not be unreasonably withheld or delayed). In all policies of
      directors’ and officers’ liability insurance obtained by the Company, Indemnitee
      shall be named as an insured in such a manner as to provide Indemnitee the
      same
      rights and benefits, subject to the same limitations, as are accorded to the
      Company’s directors and officers most favorably insured by such policy. The
      Company may, but shall not be required to, create a trust fund, grant a security
      interest or use other means, including without limitation a letter of credit,
      to
      ensure the payment of such amounts as may be necessary to satisfy its
      obligations to indemnify and advance expenses pursuant to this
      Agreement.

     

    12.Subrogation.
      In the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of such payment to all of the related rights of recovery of Indemnitee
      against other persons or entities (other than Indemnitee’s successors),
      including any entity or enterprise referred to in clause (i) of the definition
      of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all
      papers reasonably required to evidence such rights (all of Indemnitee’s
      reasonable Expenses, including attorneys’ fees and charges, related thereto to
      be reimbursed by or, at the option of Indemnitee, advanced by the
      Company).

     

    
      
         

      

      
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    13.No
      Duplication of Payments.
      The
      Company shall not be liable under this Agreement to make any payment to
      Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee
      has
      otherwise actually received payment (net of Expenses incurred in connection
      therewith) under any insurance policy, the Constituent Documents and Other
      Indemnity Provisions or otherwise (including from any entity or enterprise
      referred to in clause (i) of the definition of “Indemnifiable Claim” in
      Section 1(f)) in respect of such Indemnifiable Losses otherwise
      indemnifiable hereunder.

     

    14.Defense
      of Claims.
      The
      Company shall be entitled to participate in the defense of any Indemnifiable
      Claim or to assume the defense thereof, with counsel reasonably satisfactory
      to
      the Indemnitee; provided
      that if
      Indemnitee believes, after consultation with counsel selected by Indemnitee,
      that (a) the use of counsel chosen by the Company to represent Indemnitee
      would present such counsel with an actual or potential conflict, (b) the
      named parties in any such Indemnifiable Claim (including any impleaded parties)
      include both the Company and Indemnitee and Indemnitee shall conclude that
      there
      may be one or more legal defenses available to him or her that are different
      from or in addition to those available to the Company, or (c) any such
      representation by such counsel would be precluded under the applicable standards
      of professional conduct then prevailing, then Indemnitee shall be entitled
      to
      retain separate counsel (but not more than one law firm plus, if applicable,
      local counsel in respect of any particular Indemnifiable Claim) at the Company’s
      expense. The Company shall not be liable to Indemnitee under this Agreement
      for
      any amounts paid in settlement of any threatened or pending Indemnifiable Claim
      effected without the Company’s prior written consent. The Company shall not,
      without the prior written consent of the Indemnitee, effect any settlement
      of
      any threatened or pending Indemnifiable Claim to which the Indemnitee is,
      or could have been, a party unless such settlement solely involves the payment
      of money and includes a complete and unconditional release of the Indemnitee
      from all liability on any claims that are the subject matter of such
      Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably
      withhold its consent to any proposed settlement; provided
      that
      Indemnitee may withhold consent to any settlement that does not provide a
      complete and unconditional release of Indemnitee.

     

    15.Successors
      and Binding Agreement.
      (a) The
      Company shall require any successor (whether direct or indirect, by purchase,
      merger, consolidation, reorganization or otherwise) to all or substantially
      all
      of the business or assets of the Company, by agreement in form and substance
      satisfactory to Indemnitee and his or her counsel, expressly to assume and
      agree
      to perform this Agreement in the same manner and to the same extent the Company
      would be required to perform if no such succession had taken place. This
      Agreement shall be binding upon and inure to the benefit of the Company and
      any
      successor to the Company, including without limitation any person acquiring
      directly or indirectly all or substantially all of the business or assets of
      the
      Company whether by purchase, merger, consolidation, reorganization or otherwise
      (and such successor will thereafter be deemed the “Company”
for
      purposes of this Agreement), but shall not otherwise be assignable or
      delegatable by the Company.

     

    (b)This
      Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s
      personal or legal representatives, executors, administrators, heirs,
      distributees, legatees and other successors.

     

    
      
         

      

      
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    (c)This
      Agreement is personal in nature and neither of the parties hereto shall, without
      the consent of the other, assign or delegate this Agreement or any rights or
      obligations hereunder except as expressly provided in Sections 15(a) and
      15(b). Without limiting the generality or effect of the foregoing, Indemnitee’s
      right to receive payments hereunder shall not be assignable, whether by pledge,
      creation of a security interest or otherwise, other than by a transfer by the
      Indemnitee’s will or by the laws of descent and distribution, and, in the event
      of any attempted assignment or transfer contrary to this Section 15(c), the
      Company shall have no liability to pay any amount so attempted to be assigned
      or
      transferred.

     

    16.Notices.
      For all
      purposes of this Agreement, all communications, including without limitation
      notices, consents, requests or approvals, required or permitted to be given
      hereunder shall be in writing and shall be deemed to have been duly given when
      hand delivered or dispatched by electronic facsimile transmission (with receipt
      thereof orally confirmed), or five business days after having been mailed by
      United States registered or certified mail, return receipt requested, postage
      prepaid or one business day after having been sent for next-day delivery by
      a
      nationally recognized overnight courier service, addressed to the Company (to
      the attention of the Secretary of the Company) and to Indemnitee at the
      applicable address shown on the signature page hereto, or to such other address
      as any party may have furnished to the other in writing and in accordance
      herewith, except that notices of changes of address will be effective only
      upon
      receipt.

     

    17.Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by and construed in accordance with the substantive laws of the
      State of Delaware, without giving effect to the principles of conflict of laws
      of such State. The Company and Indemnitee each hereby irrevocably consent to
      the
      jurisdiction of the Chancery Court of the State of Delaware for all purposes
      in
      connection with any action or proceeding which arises out of or relates to
      this
      Agreement and agree that any action instituted under this Agreement shall be
      brought only in the Chancery Court of the State of Delaware.

     

    18.Validity.
      If any
      provision of this Agreement or the application of any provision hereof to any
      person or circumstance is held invalid, unenforceable or otherwise illegal,
      the
      remainder of this Agreement and the application of such provision to any other
      person or circumstance shall not be affected, and the provision so held to
      be
      invalid, unenforceable or otherwise illegal shall be reformed to the extent,
      and
      only to the extent, necessary to make it enforceable, valid or legal. In the
      event that any court or other adjudicative body shall decline to reform any
      provision of this Agreement held to be invalid, unenforceable or otherwise
      illegal as contemplated by the immediately preceding sentence, the parties
      thereto shall take all such action as may be necessary or appropriate to replace
      the provision so held to be invalid, unenforceable or otherwise illegal with
      one
      or more alternative provisions that effectuate the purpose and intent of the
      original provisions of this Agreement as fully as possible without being
      invalid, unenforceable or otherwise illegal.

     

    19.Miscellaneous.
      No
      provision of this Agreement may be waived, modified or discharged unless such
      waiver, modification or discharge is agreed to in writing signed by Indemnitee
      and the Company. No waiver by either party hereto at any time of any breach
      by
      the other party hereto or compliance with any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, expressed
      or implied with respect to the subject matter hereof have been made by either
      party that are not set forth expressly in this Agreement. References to Sections
      are to references to Sections of this Agreement.

     

    
      
         

      

      
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    20.Legal
      Fees and Expenses.
      It is
      the intent of the Company that Indemnitee not be required to incur legal fees
      and or other Expenses associated with the interpretation, enforcement or defense
      of Indemnitee’s rights under this Agreement by litigation or otherwise because
      the cost and expense thereof would substantially detract from the benefits
      intended to be extended to Indemnitee hereunder. Accordingly, without limiting
      the generality or effect of any other provision hereof, if it should appear
      to
      Indemnitee that the Company has failed to comply with any of its obligations
      under this Agreement (including its obligations under Section 3) or in the
      event
      that the Company or any other person takes or threatens to take any action
      to
      declare this Agreement void or unenforceable, or institutes any litigation
      or
      other action or proceeding designed to deny, or to recover from, Indemnitee
      the
      benefits provided or intended to be provided to Indemnitee hereunder, the
      Company irrevocably authorizes the Indemnitee from time to time to retain
      counsel of Indemnitee’s choice, at the expense of the Company as hereafter
      provided, to advise and represent Indemnitee in connection with any such
      interpretation, enforcement or defense, including without limitation the
      initiation or defense of any litigation or other legal action, whether by or
      against the Company or any director, officer, stockholder or other person
      affiliated with the Company, in any jurisdiction. Notwithstanding any existing
      or prior attorney-client relationship between the Company and such counsel,
      the
      Company irrevocably consents to Indemnitee’s entering into an attorney-client
      relationship with such counsel, and in that connection the Company and
      Indemnitee agree that a confidential relationship shall exist between Indemnitee
      and such counsel. Without respect to whether Indemnitee prevails, in whole
      or in
      part, in connection with any of the foregoing, the Company will pay and be
      solely financially responsible for any and all attorneys’ and related fees and
      expenses incurred by Indemnitee in connection with any of the
      foregoing.

     

    21.Certain
      Interpretive Matters.
      Unless
      the context of this Agreement otherwise requires, (a) “it” or “its” or
      words of any gender include each other gender, (b) words using the singular
      or plural number also include the plural or singular number, respectively,
      (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words
      refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex”
or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to
      this Agreement, (e) the terms “include,” “includes” and “including” will be
      deemed to be followed by the words “without limitation” (whether or not so
      expressed), and (f) the word “or” is disjunctive but not exclusive.
      Whenever this Agreement refers to a number of days, such number will refer
      to
      calendar days unless business days are specified and whenever action must be
      taken (including the giving of notice or the delivery of documents) under this
      Agreement during a certain period of time or by a particular date that ends
      or
      occurs on a non-business day, then such period or date will be extended until
      the immediately following business day. As used herein, “business day” means any
      day other than Saturday, Sunday or a United States federal holiday.


     

    22.Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original but all of which together shall constitute one and
      the
      same agreement.

     

    [Signatures
      Appear On Following Page]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly
      authorized representative to execute this Agreement as of the date first above
      written.

    

      
        	 	
                LCA-VISION
                  INC.

              
	 	
                7840
                  Montgomery Road,

              
	 	
                Cincinnati,
                  Ohio 45236

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name:

              	
                Steven
                  C. Straus

              
	 	 	
                Title:
                  

              	
                Chief
                  Executive Officer

              
	 	 
	 	 
	 	
                [INDEMNITEE]

              
	 	
                [Address]

              
	 	 
	 	 
	 	
                [Indemnitee]

              


      

    

    


    
      
         

      

      
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    EXHIBIT
      A

     

    UNDERTAKING

     

    This
      Undertaking is submitted pursuant to the Director Indemnification Agreement,
      dated as of ___________ ___, ____ (the “Indemnification
      Agreement”),
      between LCA-Vision Inc., a Delaware corporation (the “Company”),
      and
      the undersigned. Capitalized terms used and not otherwise defined herein have
      the meanings ascribed to such terms in the Indemnification
      Agreement.

     

    The
      undersigned hereby requests [payment],
      [advancement], [reimbursement]
      by the
      Company of Expenses which the undersigned [has
      incurred] [reasonably expects to incur]
      in
      connection with ______________________ (the “Indemnifiable
      Claim”).

     

    The
      undersigned hereby undertakes to repay the [payment],
      [advancement], [reimbursement]
      of
      Expenses made by the Company to or on behalf of the undersigned in response
      to
      the foregoing request if it is determined, following the final disposition
      of
      the Indemnifiable Claim and in accordance with Section 7 of the Indemnification
      Agreement, that the undersigned is not entitled to indemnification by the
      Company under the Indemnification Agreement with respect to the Indemnifiable
      Claim.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Undertaking as of this _____
      day of ______________, ____.

    

      
        	 	 
	 	
                [Indemnitee]

              


      

    

     

    
      
         

      

      
        15