Exhibit
10.3


 


LANGER,
INC.


2005
STOCK INCENTIVE PLAN


STOCK
OPTION AGREEMENT


 


 


 


STOCK OPTION AGREEMENT
(the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Langer, Inc., a
Delaware corporation, having its principal office at 450 Commack Road, Deer Park, New York 11729-4510 (the “Company”),
and «FirstName» «LastName», an individual residing in «citystate» (the “Optionee”).  Capitalized terms not defined herein shall
have the meanings ascribed to them in the Company’s 2005 Stock Incentive Plan.


 


WHEREAS, the Company has heretofore adopted the Langer,
Inc. 2005 Stock Incentive Plan (the “Plan”) for the benefit of certain
employees, officers, directors, consultants, independent contractors and advisors
of the Company or Subsidiaries of the Company, which Plan has been approved by
the Company’s stockholders; and


 


WHEREAS, the Optionee is a valued and trusted [employee]
[director] [consultant]  of the Company
and/or one of its Subsidiaries and the Company believes it to be in the best
interests of the Company to secure the future services of the Optionee by
providing the Optionee with an inducement to remain an [employee/director of]
[consultant to] the Company and/or one of its Subsidiaries through the grant of
an option to acquire an ownership interest in the Company.


 


NOW,
THEREFORE, the
parties agree as follows:


 


1.                                      Option Grant. 
Subject to the provisions hereinafter set forth and the terms and
conditions of the Plan, the Company hereby grants to the Optionee, as of «grantdate» (the “Grant
Date”), the right, privilege and option (the “Option”) to purchase all or any
part of an aggregate of «amountofoptions»
shares (the “Shares”) of common stock of the Company, par value $0.02 per share
(the “Common Stock”), such number being subject to adjustment as provided in
the Plan. To the extent applicable, this Option is intended to qualify as an “incentive
stock option” (“ISO”) within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), to the extent permitted under Section
422 of the Code.


 


2.                                    Exercise Price.  Subject to
adjustment as provided in the Plan, the purchase price per Share of Common
Stock as to which this Option is exercised (the “Exercise Price”) shall be $«shareprice»,
the Fair Market Value of such Shares on the Grant Date.


 


3.                                      Exercise of Option.  The term of
the Option shall be for a period of ten (10) years from the Grant Date and
shall expire without further action being taken at 5:00 p.m., «expirationdate»,
subject to earlier termination as provided in Section 5 hereof (the “Expiration
Date”).  The Option may be exercised at
any time, or from time to time, prior to the Expiration Date (or such
additional period as may be permitted under the Plan) as to any part or all of
the Shares covered by the Option, pursuant to the vesting schedule contained in
Section 4.1 hereof; provided, however, that the Option may not be exercised as
to less than one hundred (100) shares, unless it is exercised as to all Shares
as to which this Option is then exercisable.


 


450
Commack Road, Deer Park, New York 11729-4510 Tel: (631) 667-1200, Fax: (631) 254-2320


 





















 


4.                                      Vesting and Lockup Release
Schedule.


 


4.1                                 Vesting Date.  The
Shares into which this Option is exercisable shall vest in accordance with the
following schedule:


 


	
  Vesting Date

  	
   

  	
  Number of

  ISOs

  	
   

  	
  Number of

  Non-Qualified

  	
   

  	
  Total Number

  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <<Insert Date>>

  	
   

  	
  «Total_ISOs»

  	
   

  	
  «Total_NQSOs»

  	
   

  	
  «amountofoptions»

  	
   

  



 


The
allocation of options granted between ISOs and NQSOs indicated above is a result
of the Limitations on ISO as outlined in the 2005 Stock Incentive Plan and
reproduced below.


 


5.7                               Limitations
on ISO. 
The aggregate Fair Market Value (determined as of the date of grant) of
Shares with respect to which ISO’s are exercisable for the first time by a
Participant during any calendar year (under this Plan or under any other
incentive stock option plan of the Company or any Subsidiary of the Company)
will not exceed $100,000 or such other amount as may be required by the
Code.  If the Fair Market Value of Shares
on the date of grant with respect to which ISO’s are exercisable for the first
time by a Participant during any calendar year exceeds $100,000, then the
Options for the first $100,000 worth of Shares to become exercisable in such
calendar year will be ISO’s and the Options for the amount in excess of $100,000
that become exercisable in that calendar year will be NQSO’s.  In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of this Plan to
provide for a different limit on the Fair Market Value of Shares permitted to
be sub­ject to ISO’s, such different limit will be automatically incorporated
herein and will apply to any Options granted after the effective date of such
amendment.


 


[delete
if not applicable  4.2                                        Lock-up Release Schedule. 
Upon the exercise of the Option as to any part or all of the Shares
covered by the Option, Optionee shall not sell, transfer, hypothecate, grant a
security interest in, pledge or otherwise dispose of (collectively, “Transfer”)
the Shares issued upon such exercise at any time, including subsequent to
Optionee’s termination of employment with the Company, except in accordance
with the following schedule and table:


 


(i)            All of the Shares will be restricted
from any Transfer other than by will or by the laws of descent and distribution
for two years from the date of vesting of the options;


 


(ii)                % of
the Shares will be restricted from any Transfer other than by will or by the
laws of descent and distribution for three years from the date of vesting of
the options;


 


(iii)               % of the
Shares will be restricted from any Transfer other than by will or by the laws
of descent and distribution for four years from the date of vesting of the
options; and


 


(iv)               % of the
Shares will be restricted from any Transfer other than by will or by the laws
of descent and distribution for five years from the date of vesting of the
options, and thereafter, the Transfer restrictions shall no longer be
applicable.


 


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  Lockup Release Date

  	
   

  	
  Number of

  ISOs

  	
   

  	
  Number of

  Non-Qualified

  	
   

  	
  Total Number

  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  «Vestingdate1»

  	
   

  	
  «ISOs1»

  	
   

  	
  «NQSOs1»

  	
   

  	
  «Total_1»

  	
   

  
	
  «Vestingdate2»

  	
   

  	
  «ISOs2»

  	
   

  	
  «NQSOs2»

  	
   

  	
  «Total_2»

  	
   

  
	
  «Vestingdate3»

  	
   

  	
  «ISOs3»

  	
   

  	
  «NQSOs3»

  	
   

  	
  «Total_3»

  	
   

  
	
  «Vestingdate4»

  	
   

  	
  «ISOs4»

  	
   

  	
  «NQSOs4»

  	
   

  	
  «Total_4»

  	
   

  
	
  «Vestingdate5»

  	
   

  	
  «ISOs5»

  	
   

  	
  «NQSOs5»

  	
   

  	
  «Total_5»

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  «Total_ISOs»

  	
   

  	
  «Total_NQSOs»

  	
   

  	
  «amountofoptions»

  	
   

  



 


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


 


4.3                                 Shares that are vested pursuant to the
schedule set forth in Section 4.1 hereof are “Vested Shares.”


 


 


                                                5.                                      Termination.


 


5.1                                 Termination for Any Reason Except Death,
Disability or Cause.  If Optionee is Terminated by the Company for
any reason (including if the Optionee voluntarily terminates [employment by] [service
for] the Company) except Optionee’s death, Disability or Cause, then this
Option, to the extent (and only to the extent) that it is vested in accordance
with the schedule set forth in Section 4.1 hereof on the Termination Date, may
be exercised by Optionee no later than three (3) months after the Termination
Date, (or such longer time period not exceeding five (5) years as may be
determined by the Committee, with any exercise beyond three (3) months after
the Termination Date deemed to be a nonqualified stock option), but in any
event no later than the Expiration Date.


 


5.2                                 Termination Because of Death or
Disability.  If Optionee is Terminated because of death or
Disability of Optionee, then this Option, to the extent that it is vested in
accordance with the schedule set forth in Section 4.1 hereof on the Termination
Date, may be exercised by Optionee (or Optionee’s legal representative or
authorized assignee) no later than twelve (12) months after the Termination
Date (or such longer time period not exceeding five (5) years as may be
determined by the Committee, with any such exercise beyond  twelve (12) months after the Termination Date
when the Termination is for Optionee’s death or Disability, deemed to be a
nonqualified stock option), but in any event no later than the Expiration Date.
Any exercise after three months after the Termination Date when the Termination
is for any reason other than Optionee’s disability, within the meaning of
Section 22(e)(3) of the Code, shall be deemed to be the exercise of a
nonqualified stock option.


 


5.3                                 Termination for Cause. 
If an Optionee is terminated for Cause, neither the Optionee, the
Optionee’s estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Optionee may receive payment from the Company or Subsidiary for vacation pay,
for services rendered prior to termination, for services rendered for the day
on which termination occurs, for salary in lieu of notice, or for any other
benefits.  In making such determination,
the Committee shall give the Optionee an opportunity to present to the
Committee evidence on his behalf.  For
the purpose of this paragraph, termination of service shall be deemed to occur
on the date when the Company dispatches notice or advice to the Optionee that
Optionee’s service is terminated.


 


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Termination.


 


5.1                                 Termination for Any Reason Except Death,
Disability or Cause.  If Optionee is Terminated by the Company for
any reason (including if the Optionee voluntarily terminates service for the
Company) except Optionee’s death, Disability or Cause, then this Option, to the
extent (and only to the extent) that it is vested in accordance with the
schedule set forth in Section 4.1 hereof on the effective date of any such
termination (the “Termination Date”), may be exercised by Optionee no later
than three (3) months after the Termination Date, (or such longer time period
not exceeding five (5) years as may be determined by the Committee, with any
exercise beyond three (3) months after the Termination Date deemed to be a
nonqualified stock option), but in any event no later than the Expiration Date.


 


5.2                                 Termination Because of Death or
Disability.  If Optionee is Terminated because of death or
Disability of Optionee, then this Option, to the extent that it is vested in
accordance with the schedule set forth in Section 4.1 hereof on the Termination
Date, may be exercised by Optionee (or Optionee’s legal representative or
authorized assignee) no later than twelve (12) months after the Termination
Date (or such longer time period not exceeding five (5) years as may be
determined by the Committee, with any such exercise beyond  twelve (12) months after the Termination Date
when the Termination is for Optionee’s death or Disability, deemed to be a
nonqualified stock option), but in any event no later than the Expiration Date.
Any exercise after three months after the Termination Date when the Termination
is for any reason other than Optionee’s disability, within the meaning of
Section 22(e)(3) of the Code, shall be deemed to be the exercise of a
nonqualified stock option.


 


5.3                                 Termination for Cause. 
If an Optionee is terminated for Cause, neither the Optionee, the
Optionee’s estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Optionee may receive payment from the Company or Subsidiary for vacation pay,
for services rendered prior to termination, for services rendered for the day
on which termination occurs, for salary in lieu of notice, or for any other
benefits.  In making such determination,
the Committee shall give the Optionee an opportunity to present to the
Committee evidence on his behalf.  For
the purpose of this paragraph, termination of service shall be deemed to occur
on the date when the Company dispatches notice or advice to the Optionee that
Optionee’s service is terminated.


 


                                                For purposes of this Agreement,
Termination for Cause means that the Company has cause to terminate an Optionee’s
employment or service under any existing employment,, consulting or any other
agreement between the Optionee and the Company or, if such an agreement does
not exist, upon finding that (i) the Optionee has ceased to perform his duties
(other than as a result of his incapacity due to physical or mental illness or
injury), which constitutes an intentional or extended neglect of his/her
duties, (ii) the Optionee has engaged or is about to engage in conduct
materially injurious to the Company or (iii) the Optionee has been convicted of
a felony.


 


5.4                                 No Obligation to Employ. 
Nothing in the Plan or this Agreement shall confer on Optionee any right
to continue in the employ of, or other relationship with, the


 


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Company, a  Subsidiary or an Affiliate, or limit in any
way the right of the Company or any Affiliate or Subsidiary of the Company to
terminate Optionee’s employment or other relationship at any time, with or
without Cause.  This Agreement does not
constitute an employment or other service contract.  This Agreement does not guarantee employment
or other service for the length of time of the vesting schedule set forth in
Section 4.1 hereof or for any portion thereof.


 


6.                                      Manner of Exercise.


 


6.1                                 Stock Option Exercise Procedures. 
To exercise this Option, Optionee (or in the case of exercise after
Optionee’s death, Optionee’s executor, administrator, heir or legatee, as the
case may be) must follow such exercise procedures as may be established by the
Committee from time to time in its sole discretion.  Such procedures may include requiring that
the Optionee provide certain information including, inter alia, Optionee’s
election to exercise this Option, the number of Shares being purchased, any
restrictions imposed on the Shares and any representations, warranties and
agreements regarding Optionee’s investment intent and access to information as
may be required by the Company to comply with applicable securities laws.  If someone other than Optionee exercises this
Option, then such person may be required to submit documentation reasonably
acceptable to the Company that such person has the right to exercise this
Option.


 


6.2                                 Limitations on Exercise. 
This Option may not be exercised unless such exercise is in compliance
with all applicable federal and state securities laws, as they are in effect on
the date of exercise.


 


6.3                                 Payment.  An exercise
of this Option shall be accompanied by full payment of the aggregate Exercise
Price for the Shares being purchased (a) in cash (by check), or (b) provided
that a public market for the Company’s stock exists:  (1) through a “same day sale” commitment from
Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers (an “NASD Dealer”) whereby Optionee irrevocably elects to
exercise this Option and to sell a portion of the Shares so purchased to pay
for the aggregate Exercise Price and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the aggregate Exercise Price
directly to the Company; or (2) through a “margin” commitment from Optionee and
an NASD Dealer whereby Optionee irrevocably elects to exercise this Option and
to pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the aggregate
Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the aggregate Exercise Price directly to the
Company.  Notwithstanding the foregoing,
the Board of Directors or the Committee, in their sole discretion, may allow
for the full payment of the aggregate Exercise Price for the Shares being
purchased to be made by any other method which is in accordance with the
provisions of the Plan.


 


6.4                                 Tax Withholding. 
Prior to the issuance of the Shares upon exercise of this Option,
Optionee must pay or provide for any applicable federal or state withholding
obligations of the Company. If the Committee permits, Optionee may provide for
payment of withholding taxes upon exercise of this Option by requesting that
the Company retain Shares with a Fair Market Value equal to the minimum amount
of taxes required to be withheld determined on the date that the amount of tax
to be withheld is to be determined.  In
such case, the Company shall issue the net number of Shares to the Optionee by
deducting the Shares retained from the Shares issuable upon exercise.


 


6.5                                 Issuance of Shares. 
Provided that both the exercise procedures established by the Committee
and payment are in manner, form and substance satisfactory to the Company, and
upon the Company’s request to counsel for the Company, the Company shall issue
the Shares registered in the name of Optionee, Optionee’s authorized assignee,
or Optionee’s legal


 


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representative, and shall
deliver certificates representing the Shares with the appropriate legends
affixed thereto.


 


7.                                      Notice of Disqualifying
Disposition of ISO Shares.  To the extent this Option is an ISO, if
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
the ISO on or before the later of (a) the date two (2) years after the Grant
Date, and (b) the date one (1) year after transfer of such Shares to Optionee
upon exercise of this Option, then Optionee shall immediately notify the
Company in writing of such disposition.


 


                                            8.                                      Compliance With Laws and
Regulations.  The exercise of this Option and the issuance
and transfer of Shares to the Optionee shall be subject to compliance by the
Company and Optionee with (i) all applicable requirements of federal and state
securities laws, (ii) all applicable requirements of any stock exchange on
which the Company’s Common Stock may be listed and (iii) any applicable policy
of the Company regarding the trading of securities of the Company, each at the
time of such issuance and transfer.  
Optionee understands that the Company is under no obligation to register
or qualify the Shares with the SEC, any state securities commission or any
stock exchange to effect such compliance.


 


                                                9.                                      Nontransferability of
Option.  This Option may not be transferred in any
manner other than transfers by will or by the laws of descent and distribution
or to members of the Optionee’s immediate family, to trusts solely for the
benefit of such immediate family members and to partnerships or limited
liability companies in which such family members and/or trusts are the only
partners or members, as the case may be. 
For this purpose, “immediate family” means the Optionee’s spouse,
parents, children, stepchildren, grandchildren and legal dependants.  Any transfer of Options made under this
provision will not be effective until notice of such transfer is delivered to
the Company.  The terms of this Option
shall be binding upon the executors, administrators, successors and assigns of
Optionee.


 


                                                10.                               Privileges of Stock
Ownership.  Optionee shall not have any of the rights of
a stockholder with respect to any Shares until the Shares are issued to
Optionee.


 


                                                11.                               Interpretation.  Any dispute
regarding the interpretation of this Agreement shall be submitted by Optionee
or the Company to the Committee for review. 
The resolution of such a dispute by the Committee shall be final and
binding on the Company and Optionee.


 


                                                12.                               Entire Agreement.  The Plan is
incorporated herein by reference.  This
Agreement and the Plan and any exercise procedures as may be established by the
Committee constitute the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.


 


                                                13.                               Notices.  Any notice
required to be given or delivered to the Company under the terms of this
Agreement shall be in writing and addressed to the Corporate Secretary of the
Company at its principal corporate offices. 
Any notice required to be given or delivered to Optionee shall be in
writing and addressed to Optionee at the address indicated above or to such
other address as such party may designate in writing from time to time to the
Company.  All notices shall be deemed to
have been given or delivered upon: personal delivery; three (3) days after deposit
in the United States mail by certified or registered mail (return receipt
requested); one (1) business day after deposit with any return receipt express
courier (prepaid); or one (1) business day after transmission by facsimile.


 


                                                14.                               Successors and Assigns.  The Company
may assign any of its rights under this Agreement.  This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set
forth herein, this Agreement shall be binding upon Optionee and Optionee’s
heirs, executors, administrators, legal representatives, successors and
assigns.


 


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                                                15.                               Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, applicable to agreements made and to be performed entirely within
such state, other than conflict of laws principles thereof directing the
application of any law other than that of Delaware.


 


                                                16.                               Acceptance.  Optionee
hereby acknowledges receipt of a copy of the Plan and this Agreement.  Optionee has read and understands the terms
and provisions of the Plan, and accepts this Option subject to all the terms
and conditions of the Plan and this Agreement. 
This Option is subject to, and the Company and the Optionee agree to be
bound by, all of the terms and conditions of the Plan under which this Option
was granted, as the same shall have been amended, restated or otherwise
modified from time to time in accordance with the terms thereof.  Pursuant to said Plan, the Board of Directors
of the Company, or the Committee is vested with final authority to interpret
and construe the Plan and this Option, and its present form is available for
inspection during the business hours by the Optionee or other persons entitled
to exercise this Option at the Company’s principal office.  Optionee acknowledges that there may be
adverse tax consequences upon exercise of this Option or disposition of the
Shares and that the Company has advised Optionee to consult a tax advisor prior
to such exercise or disposition.


 


                                                17.                               Covenants of the Optionee


 


The Optionee agrees (and
for any heir, executor, administrator, legal representative, successor, or
assignee hereby agrees), as a condition upon exercise of the Option granted
hereunder:


 


17.1                           Upon the request of the Committee, to
execute and deliver a certificate, in form satisfactory to the Committee,
certifying that the Shares being acquired upon exercise of the Option are for
such person’s own account for investment only and not with any view to or
present intention to resell or distribute the same.  The Optionee hereby agrees that the Company
shall have no obligation to deliver the Shares issuable upon exercise of the Option
unless and until such certificate shall be executed and delivered to the
Company by the Optionee or any successor.


 


17.2                           Upon the request of the Committee, to
execute and deliver a certificate, in form satisfactory to the Committee,
certifying that any subsequent resale or distribution of the Shares by the
Optionee shall be made only pursuant to either (i) a Registration Statement on
an appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), which Registration Statement has become effective and is current with
regard to the Shares being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the Optionee shall, prior to any offer of sale or sale of such Shares, obtain a
prior favorable written opinion of counsel, in form and substance satisfactory
to counsel for the Company, as to the application of such exemption
thereto.  The foregoing restriction
contained in this subparagraph (b) shall not apply to (i) issuances by the
Company so long as the Shares being issued are registered under the Securities
Act and a prospectus in respect thereof is current, or (ii) re-offerings of
Shares by Affiliates of the Company (as defined in Rule 405 or any successor
rule or regulation promulgated under the Securities Act) if the Shares being
re-offered are registered under the Securities Act and a prospectus in respect
thereof is current.


 


17.3                           That certificates evidencing Shares
purchased upon exercise of the Option shall bear a legend, in form satisfactory
to counsel for the Company, manifesting the investment intent and resale
restrictions of the Optionee described in this Section.


 


17.4                           That upon exercise of the Option granted
hereby, or upon sale of the Shares purchased upon exercise of the Option, as
the case may be, the Company shall have the right to require the Optionee to remit
to the Company, or in lieu thereof, the Company may deduct, an


 


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amount of shares or cash
sufficient to satisfy federal, state or local withholding tax requirements, if
any, prior to the delivery of any certificate for such Shares or thereafter, as
appropriate.


 


                                                18.                               Obligations of the Company


 


18.1                           Upon the exercise of this Option in whole
or in part, the Company shall cause the purchased Shares to be issued only when
it shall have received the full payment of the aggregate Exercise Price in
accordance with the terms of this Agreement.


 


18.2                           The Company shall cause certificates for
the Shares as to which the Option shall have been exercised to be registered in
the name of the person or persons exercising the Option, which certificates
shall be delivered by the Company to the Optionee only against payment of the
full Exercise Price in accordance with the terms of this Agreement for the
portion of the Option exercised.


 


18.3                       In the event that the Optionee shall
exercise this Option with respect to less than all of the Shares of Common
Stock that may be purchased under the terms hereof, the Company shall issue to
the Optionee a new Option, duly executed by the Company and the Optionee, in
form and substance identical to this Option, for the balance of Shares of
Common Stock then issuable pursuant to the terms of this Option.


 


18.4                           Notwithstanding anything to the contrary
contained herein, neither the Company nor its transfer agent shall be required
to issue any fraction of a Share of Common Stock in connection with the
exercise of this Option, and the Company shall, upon exercise of this Option in
whole or in part, issue the largest number of whole Shares of Common Stock to
which this Option is entitled upon such full or partial exercise and shall
return to the Optionee the amount of the aggregate Exercise Price paid by the
Optionee in respect of any fractional Share.


 


18.5                           The Company
may endorse such legend or legends upon the certificates for Shares issued to
the Optionee pursuant to the Plan and may issue such “stop transfer”
instructions to its transfer agent in respect of such Shares as, in its discretion,
it determines to be necessary or appropriate to: (i) prevent a violation of, or
to perfect an exemption from, the registration requirements of the Securities
Act; (ii) implement the provisions of the Plan and any agreement between the
Company and the Optionee with respect to such Shares; or (iii) permit the
Company to determine the occurrence of a disqualifying disposition, as
described in Section 421(b) of the Code, of Shares transferred upon exercise of
an incentive stock option granted pursuant to this Agreement and under the
Plan.


 


18.6                           The Company shall pay all issue or
transfer taxes with respect to the issuance or transfer of Shares to the
Optionee, as well as all fees and expenses necessarily incurred by the Company
in connection with such issuance or transfer, except fees and expenses which
may be necessitated by the filing or amending of a Registration Statement under
the Securities Act, which fees and expenses shall be borne by the Optionee,
unless such Registration Statement under the Securities Act has been filed by
the Company for its own corporate purposes (and the Company so states) in which
event the Optionee shall bear only such fees and expenses as are attributable
solely to the inclusion of the Shares he or she receives in the Registration
Statement.


 


18.7                           All Shares issued following exercise of
the Option and the payment of the Exercise Price in accordance with the terms
of this Agreement therefore shall be fully paid and non-assessable to the
extent permitted by law.


 


                                                19.                               Miscellaneous


 


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19.1                           If the Optionee loses this Agreement
representing the Option granted hereunder, or if this Agreement is stolen or
destroyed, the Company shall, subject to such reasonable terms as to indemnity
as the Committee, in its sole discretion shall require, enter into a new option
agreement pursuant to which the Company shall issue a new Option, in form and
substance identical to this Option, and in substitution for, the Option so lost,
stolen or destroyed, and in the event this Agreement representing the Option
shall be mutilated, the Company shall, upon the surrender hereof, enter into a
new option agreement pursuant to which the Company shall issue a new Option, in
form and substance identical to this Option, and in substitution for, the
Option so mutilated.


 


19.2                           This Agreement cannot be amended,
supplemented or changed, and no provision hereof can be waived, except by a
written instrument making specific reference to this Agreement and signed by the
party against whom enforcement of any such amendment, supplement, modification
or waiver is sought. A waiver of any right derived hereunder by the Optionee
shall not be deemed a waiver of any other right derived hereunder.


 


19.3                           This Agreement may be executed in any
number of counterparts, but all counterparts will together constitute but one
agreement.


 


19.4                           In the event of a conflict between the
terms and conditions of this Agreement and the Plan, the terms and conditions
of the Plan shall govern.


 


19.5                           Any dispute regarding the interpretation
of this Agreement shall be submitted by Optionee or the Company to the
Committee for review.  The resolution of
such a dispute by the Committee shall be final and binding on the Company and
Optionee.


 


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                                                IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed in duplicate by its duly authorized representative and Optionee has
executed this Agreement in duplicate as of the Grant Date.


 


	
   

  	
   

  	
  LANGER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  «FirstName» «LastName»

  



 


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