Exhibit 10.1


 


Langer, Inc.


 


Form of Amendment To Stock Option Agreements


 


Amendment To Stock Option Agreements, 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 “Optionee”).


 


Whereas, the Company
has previously granted to the Optionee options to purchase: (i)                 
shares of Common Stock at an exercise price of $              
pursuant to the Stock Option Agreement, dated as of                           ,
and of which                     
options remain unvested; (ii)                       
shares of Common Stock at an exercise price of $          
pursuant to the Stock Option Agreement, dated as of                         ,
and of which                         
options remain unvested; and, entered into between the Company and the Optionee
(collectively, the “Stock Option Agreements”; all such unvested options
referred to herein as the “Unvested Options”).


 


Now, Therefore, the
parties agree as follows:


 


1.             The
vesting date of the Unvested Options is hereby accelerated to December 20,
2005.


 


2.             The
Stock Option Agreements are hereby amended to include the following provisions:


 


2.1.          Confidentiality;
Intellectual Property.  For purposes
of this Section 2.1, all references to the Company shall be deemed to include
all of the Company’s affiliates and subsidiaries.


 


2.1(a)      Confidential
Information.  The Optionee
acknowledges that as a result of his/her employment with the Company and/or
service as a Director of or consultant to the Company, the Optionee has and
will continue to have knowledge of, and access to, proprietary and confidential
information of the Company (in written, graphic, oral and/or other forms, and
in electronic, magnetic, paper and other media), including, without limitation,
information regarding the Company’s assets, properties, business, plans,
strategies, operations, business and product development, including without
limitation, acquisitions and new lines of business, trade secrets, novel ideas,
inventions, know-how, customers, business affiliates, techniques, training
materials, algorithms, computer programs (including source code and object
code), designs, formulas, test plans, data, analyses and results, services,
costs, finances, financial statements and projections, financial and marketing
information, markets, sales, vendors, suppliers, personnel, pricing policies,
plans for future developments, acquisition or disposition strategies,
specifications, technology, research and development, and other similar
information in respect of the Company (collectively, the “Confidential
Information”), and that such information, even though it may be contributed
to, developed or acquired by the Optionee, constitutes valuable, special and
unique assets of the Company developed at great expense, which are the
exclusive property of the Company.


 


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Accordingly, the Optionee shall
not, at any time, either during or subsequent to the term of the Optionee’s employment
with the Company and/or service as a Director of or consultant to the Company,
use (whether for personal gain or otherwise), reveal, report, publish, transfer
or otherwise disclose to any person, corporation or other entity, any of the
Confidential Information without the prior written consent of the Company,
except to responsible officers and employees of the Company and other
responsible persons who are in a contractual or fiduciary relationship with the
Company who have a need for such information for purposes in the best interests
of the Company, and except (i) for such information which is or becomes of
general public knowledge from authorized sources other than the Optionee, or (ii) as
may be required by law, regulation, legal proceeding or court order.  The Optionee acknowledges that the Company
would not enter into this Agreement or continue the Optionee’s employment or
consultancy with the Company without the assurance that all such Confidential
Information will be used for the exclusive benefit of the Company.


 


2.1(b)      Return
of Confidential Information.  Confidential
Information or other information relating to the Company’s business or products
which come into the possession of the Optionee shall remain the sole property
of the Company, and shall not be copied, photocopied, reprinted or otherwise
reproduced or disseminated by the Optionee except in the performance of the
Optionee’s duties as an employee of the Company and/or a Director of or
consultant to the Company and then only at the direction of the Company.  Upon the earlier of the Company’s request
therefor, or the termination of the Optionee’s employment by the Company and/or
service as a Director of or consultant to the Company, the Optionee shall
return to the Company all such information, and all copies, facsimiles,
replicas, photocopies, and reproductions of them.


 


2.1(c)      Intellectual
Property.


 


(i)            Optionee
expressly agrees that any products, works of authorship, deliverables, designs,
processes, drawings or inventions produced by the Optionee at the request or on
behalf of the Company (the “Materials”) shall be the property of the
Company.  The Company shall own all
right, title and interest in and to the Materials, and all additions to,
deletions from, alterations of or revisions to, and each part thereof,
including all tools and work in progress with respect thereto, and all other
materials provided to the Optionee by or at the expense of the Company.  Without limiting the foregoing, the Optionee
hereby acknowledges that the Optionee’s work and services for the Company and
all results thereof are “works made for hire” for the Company as that term is
defined by the Copyright Act of 1976, as amended (the “Copyright Act”),
and the Company shall own all right, title and interest therein.  The Company shall be considered the author of
the Materials for purposes of copyright and shall own all the rights in and to
the copyright to the Materials, and, as between Optionee and the Company, only
the Company shall have the right to obtain copyright registration of the
Materials which the Company may do in its name, its trade name or the name of
its nominee.  The Company shall have the
sole and exclusive rights to do and authorize any and all of the acts set forth
in Section 106 of the Copyright Act with respect to the Materials and any
derivatives thereof, and to secure any extensions or renewals of such
copyrights.  Optionee retains no rights to
the Materials and agrees not to challenge the validity of the Company’s
ownership of the Materials.


 


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(ii)           To
the extent that the Materials are determined by a court of competent
jurisdiction or the Register of Copyrights not to be a work made for hire
and/or for purposes of ownership of any inventions or patent rights in and to
the Materials, the Optionee hereby irrevocably assigns, transfers, releases and
conveys to the Company all right, title and interest (including all patent,
copyright, trade secret and trademark rights) of the Optionee in and to the
Materials.  The rights hereby conveyed to
the Company hereunder include without limitation all rights to any and all
inventions relating to or described in the Materials.  The Optionee further agrees to execute (and
to cause its principals, employees and agents to execute) any and all documents
deemed necessary or appropriate by the Company to effectuate a complete
transfer of ownership of all rights in the Materials to the Company throughout
the world.


 


(iii)          The
Optionee will promptly disclose to the Company all Materials conceived,
developed or acquired by the Optionee alone or with others during the term of
the Optionee’s employment with the Company and/or service as a Director of or
consultant to the Company, whether or not conceived during regular working
hours, through the use of Company time, material or facilities or
otherwise.  Without limiting the scope of
this Section 2.1, all such Materials shall be the sole and exclusive property
of the Company, and upon the Company’s request, the Optionee shall deliver to
the Company all drawings, models and other data and records relating to such
Materials.  In the event any such
Materials shall be deemed by the Company to be patentable or copyrightable, the
Optionee shall, at the expense of the Company, assist the Company in obtaining
any patents or copyrights thereon and execute all documents and do all other
things necessary or proper to obtain letters patent and copyright registrations
and to vest the Company with full title thereto.


 


(iv)          The
Optionee irrevocably designates and appoints the Company and each of its duly
authorized officers or agents, individually, as the Optionee’s agent and
attorney-in-fact, to act for and in the Optionee’s behalf and stead to execute
and file any such document and to do all other lawfully permitted acts to
further the prosecution, issuance, and enforcement of patents, copyrights, or
other rights or protection with the same force and effect as if executed and
delivered by the Optionee.


 


2.2.          Non-competition.  For purposes of this Section 2.2, all
references to the Company shall be deemed to include all of the Company’s
affiliates and subsidiaries.  The Optionee
will not utilize the Optionee’s special knowledge of the business of the
Company and the Optionee’s relationships with customers, suppliers of the
Company and others to compete with the Company. 
During the Optionee’s employment by the Company and/or service as a
Director of or consultant to the Company and for a period of one (1) year after
the date of termination of the Optionee’s employment with the Company and/or service
as a Director of or consultant to the Company (the “Restricted Period”),
the Optionee shall not engage, directly or indirectly, or have an interest,
directly or indirectly, anywhere in the United States of America or any other
geographic area where the Company does business or in which its products or
services are marketed, alone or in association with others, as principal,
officer, agent, employee, director, partner or stockholder (except with respect
to the Optionee’s employment by the Company and/or service as a Director of or
consultant to the Company), or through the investment of capital, lending of
money or property, rendering of services or otherwise, in any business
competitive with or substantially similar to that engaged in by


 


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the Company or any vendor,
supplier or distributor of the Company during the term of Optionee’s employment
by the Company and/or service as a Director of or consultant to the Company, or
any line of business or acquisition that the Company either (i) contemplates
entering into, whether or not actually entered into, or (ii) has obtained
due diligence or other information on during Optionee’s employment with the
Company and/or service as a Director of or consultant to the Company (it being
understood hereby, that the ownership by the Optionee of 5% or less of the
stock of any company listed on a national securities exchange shall not be deemed
a violation of this Section 2.2).  During the Restricted Period, the Optionee
shall not, nor shall he permit any of the Optionee’s employees, agents or
others under the Optionee’s control to, directly or indirectly, on behalf of
himself/herself or any other person, (i) call upon, accept business from,
or solicit the business of any person who is, or who had been at any time
during the preceding two (2) years a customer of the Company or any successor
to the business of the Company, or otherwise divert or attempt to divert any
business from the Company or any such successor, or (ii) directly or
indirectly recruit or otherwise solicit or induce any person who is an employee
of, or otherwise engaged by, the Company or any successor to the business of
the Company to terminate his or her employment or other relationship with the
Company or such successor, or hire any person who has left the employ of the
Company or any such successor during the preceding two (2) years.  Optionee further agrees that if any such
customer contacts the Optionee during the Restricted Period in respect of doing
business with the Optionee, the Optionee will advise such customer of the
restrictions on the Optionee’s ability to do business with such customer
contained herein.  The Optionee shall not
at any time, directly or indirectly, use or purport to authorize any person to
use any name, mark, logo, trade dress or other identifying words or images
which are the same as or similar to those used at any time by the Company in
connection with any product or service, whether or not such use would be in a
business competitive with that of the Company. 
Any breach or violation by the Optionee of the provisions of this Section
2.2 shall toll the running of any time periods set forth in this Section 2.2
for the duration of any such breach or violation.


 


2.3.          Remedies.  The restrictions set forth in Sections 2.1
and 2.2 are considered by the Optionee to be fair and reasonable. The Optionee
acknowledges that the restrictions contained in Sections 2.1 and 2.2 will not
prevent the Optionee from earning a livelihood. 
The Optionee further acknowledges that the Company would be irreparably
harmed and that monetary damages would not provide an adequate remedy in the
event of a breach of the provisions of Sections 2.1 and 2.2.  Accordingly, the Optionee agrees that, in
addition to any other remedies available to the Company, the Company (i) shall
be entitled to specific performance, injunction, and other equitable relief to
secure the enforcement of such provisions, (ii) shall not be required to
post bond in connection with seeking any such equitable remedies, and (iii) shall
be entitled to receive reimbursement from the Optionee for all attorneys’ fees
and expenses incurred by the Company in enforcing such provisions.  If any provisions of Sections 2.1, 2.2 or 2.3
relating to the time period, scope of activities or geographic area of
restrictions is declared by a court of competent jurisdiction to exceed the
maximum permissible time period, scope of activities or geographic area, the
maximum time period, scope of activities or geographic area, as the case may
be, shall be reduced to the maximum which such court deems enforceable.  If any provisions of Sections 2.1, 2.2 or 2.3
other than those described in the preceding sentence are adjudicated to be
invalid or unenforceable, the invalid or unenforceable provisions shall be
deemed amended (with respect only to the jurisdiction in which


 


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adjudication is made) in such
manner as to render them enforceable and to effectuate as nearly as possible
the original intentions and agreement of the parties.


 


2.4           Lock-up
Release Schedule.  Upon the exercise
of any or all of the options covered by the Stock Option Agreements, the Optionee
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 shares issued upon such
exercise at any time, including subsequent to the termination of the Optionee’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

  ISOs

  	
   

  	
  Number of

  NQSOs

  	
   

  	
  Total

  Number

  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


2.5           Extension
of Lock-up Upon Termination. 
(a)  Upon the Optionee’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 Optionee’s death or
disability, or upon the Optionee’s termination by the Company for Cause, any of
the lock-up release periods set forth in Section 2.4 which, as of the Optionee’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 2.4.  Notwithstanding
any extension of the lock-up release periods pursuant to this Section 2.5, any
such lock-up release extension may be reduced by the Committee in its sole
discretion.


 


(b)           Notwithstanding
any extension of the lock-up release periods pursuant to this Section 2.5, any
such lock-up release extension may be reduced by the Committee in its sole
discretion.


 


3.             Except
as expressly amended by this Amendment, the Stock Option Agreements shall
remain in full force and effect.


 


4.             This
Amendment shall be governed by and construed in accordance with, and on the
same basis as, the Stock Option Agreements as set forth therein.


 


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


 


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[Signature Page Follows:]


 


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


 


	
   

  	
  Langer, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Joseph P.
  Ciavarella

  
	
   

  	
   

  	
  Vice
  President and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: