Exhibit 10.2


 


Langer, Inc.


 


Form of Amendment To Restricted Stock
Award Agreement


 


Amendment To Restricted Stock Award Agreement,
made as of this           day of December,
2005, by and between Langer, Inc., a Delaware corporation, having its
principal office at 450 Commack Road, Deer Park, New York 11729 (the “Company”),
and                                    (the
“Grantee”).


 


Whereas, the Company
has previously granted to the Grantee a restricted stock award of 40,000 shares
(the “Restricted Shares”) of the Company’s common stock, $0.02 par value (“Common
Stock”) pursuant to the restricted stock award agreement dated as of                             
(the “Restricted Stock Award Agreement”) between the Company and the Grantee, and
of which                        
Restricted Shares remain unvested, all such unvested Restricted Shares referred
to herein as the “Unvested Restricted Shares”);


 


Now, Therefore, the
parties agree as follows:


 


1.                                       The
vesting date of the Unvested Restricted Shares is hereby accelerated to December [      ],
2005.  The Unvested Restricted Shares, as
vested pursuant to the foregoing provision, may sometimes be referred to herein
as the “Locked-up Restricted  Shares.”


 


2.                                       The
Restricted Stock Award Agreement is hereby amended to include the following
provisions:


 


2.1.                              Lock-up
Release Schedule.  Notwithstanding
the vesting of the Locked-up Restricted Shares as hereinabove provided, the Grantee
shall not sell, transfer, exchange, hypothecate, grant a security interest in,
pledge or otherwise dispose of (collectively, “Transfer”), other than by
will or by the laws of descent and distribution, the Locked-up Restricted
Shares at any time, including subsequent to the termination of the Grantee’s
employment with the Company and/or service as a Director of or consultant to
the Company, except in accordance with the following schedule:


 


	
  Lockup
  Release Date

  	
   

  	
  Number of Restricted Shares

  	
   

  	
  Total Restricted Shares

  not Locked Up

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [First
  Lock-up Relase Date]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Second
  Lock-up Relase Date]

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Notwithstanding the lock-up release schedule set forth above, such
lock-up release schedule may be accelerated by the Compensation Committee or
the Board of Directors in its sole discretion.


 


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2.2                                 Extension
of Lock-up Upon Termination.  (a) 
Upon the Grantee’s voluntary termination of employment with the Company and/or
service as a Director of or consultant to the Company, except as a result of
Grantee’s death or disability, or upon the Grantee’s termination by the Company
for Cause, any of the lock-up release periods set forth in Section 2.1
which, as of the Grantee’s termination of employment with the Company and/or
service as a Director of or consultant to the Company, have not yet expired
shall each be automatically extended an additional five (5) years from the
lock-up release date(s) set forth in Section 2.1.


 


(b)                                 Notwithstanding
any extension of the lock-up release periods pursuant to this Section 2.2,
any such lock-up release extension may be reduced by the Committee in its sole
discretion.


 


2.3                                 Acceleration
of Lock-up Release Upon Change-of-Control Event.  Notwithstanding the lock-up periods set forth
in Sections 2.1 and 2.2 above, Locked-up Restricted Shares shall immediately
become eligible for Transfer upon the occurrence of a “Change-of-Control Event,”
as defined in the Restricted Stock Award Agreement.


 


3.                                       Section 5,
Transferability, of the Restricted Stock Award Agreement is hereby deleted in
its entirety.


 


4.                                       Except
as expressly amended by this Amendment, the Restricted Stock Award Agreement shall
remain in full force and effect.


 


5.                                       This
Amendment shall be governed by and construed in accordance with, and on the
same basis as, the Restricted Stock Award Agreement as set forth therein.


 


6.                                       This
Amendment may be executed in any number of counterparts, but all of which
together will constitute one and the same agreement.


 


[Signature Page Follows:]


 


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In Witness Whereof,
the parties hereto have each executed and delivered this Amendment to Restricted
Stock Award Agreement as of the day and year first above written.


 


	
   

  	
  Langer, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Grantee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: