Exhibit 10.1

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of the 1st day of January, 2005 (“Agreement”), by and between HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the “Company”), and IVAN R. SABEL (the “Executive”).

        WHEREAS, the parties executed an initial Employment Agreement on April 29, 1999 (“Original Agreement”), which Original Agreement was amended by the Amended and Restated Employment Agreement, dated April 22, 2003 (“First Amended Agreement”);

        WHEREAS, the parties hereto desire to amend the First Amended Agreement to clarify and restate certain terms therein as set forth in this Agreement and to reflect changes required by the provisions of Internal Revenue Code Section 409A, to be retroactively effective to January 1, 2005; and

        WHEREAS, the Company desires to employ the Executive and to incentivize the Executive to remain in the employ of the Company, subject to the terms and conditions set forth below.

        NOW, THEREFORE, in consideration of the promises and mutual agreements set forth below, both parties agree as follows:

1.      Employment, Term .

    1.1                Employment .    The Company agrees to employ the Executive in the position and with the responsibilities, duties, and authority set forth in Section 2.

    1.2                Term .    The term of the Executive’s employment under this Agreement shall commence as of the effective date of the Original Agreement and shall terminate on the fifth anniversary of the effective date thereof, unless extended or sooner terminated in accordance with this Agreement. In the event the Executive continues to be employed by the Company following the fifth anniversary of the effective date of the Original Agreement, this Agreement shall automatically renew for successive one (1) year terms, unless terminated pursuant to Section 1.3, Section 6 or Section 7 of this Agreement.

    1.3                Automatic Extension . As of the fifth anniversary date of the Original Agreement, and as of each anniversary subsequent thereto (“Automatic Renewal Date”), unless either party shall have given thirty (30) days’ prior written notice of non-extension prior to such Automatic Renewal Date, the term of this Agreement shall be extended automatically for a period of one year. In the event that the Company gives written notice of non-extension, such notice shall be considered a Termination without Cause under the provisions of Section 6.4, unless otherwise mutually agreed between the Parties.

    1.4                Office . The Executive's principal office will be located in Bethesda, Maryland.

2.      Position, Duties .

        The Executive shall serve the Company in the position of Chief Executive Officer. The Executive shall faithfully and diligently perform the duties appropriate to said position, which, in addition to those responsibilities assigned to him from time to time by the Board of Directors of the Company (the “Board of Directors”), shall include, among other things, responsibility for the overall performance of the Company and all of the Company’s subsidiaries. The Executive shall devote his full business time and attention to the performance of his duties and responsibilities hereunder.

3.      Salary, Incentive Bonus, Stock Options, Other Benefits .

    3.1                Salary .   During the term of this Agreement, the Company shall pay to the Executive a minimum base salary at the rate of Five Hundred Twenty Thousand Dollars ($520,000.00) per annum, payable in accordance with the standard payroll practices of the Company (the “Base Salary”). The Base Salary shall be increased to Five Hundred Forty-Five Thousand Dollars ($545,000.00) effective January 1, 2006. The Executive shall be entitled to such increases in Base Salary during the term hereof as shall be determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company.

    3.2                Bonus .    In addition to the Base Salary, the Executive shall participate in the Company’s current bonus plan for senior corporate officers (the “Bonus Plan”), as approved by the Compensation Committee of the Board of Directors in each calendar year during the term of this Agreement. The Executive’s target bonus is seventy-five percent (75%) of the Base Salary (the “Target Bonus”) and is contingent on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, and up to one hundred fifty percent (150%) of the Base Salary (the “Maximum Bonus”) if the Employee exceeds certain performance criteria and the Company exceeds certain year-end financial criteria all as determined in the reasonable discretion of the Board of Directors and its Compensation Committee. Effective January 1, 2006, the Target Bonus shall be increased to eighty percent (80%) of the Base Salary and the Maximum Bonus shall be increased to one hundred sixty percent (160%) of the Base Salary. The Executive shall be entitled to such increases in the “Target Bonus” and the “Maximum Bonus” during the term hereof as shall be determined and approved by the Compensation Committee of the Board of Directors in its sole discretion, taking account of the performance of the Company and the Executive, and other factors generally considered relevant to the salaries of executives holding similar positions with enterprises comparable to the Company. The bonus shall be payable upon or within a reasonable period of time after the receipt of the Company’s audited financial statements for the applicable calendar year in accordance with the Company’s normal practices. In the event that the Executive is employed for less than the full calendar year in the year that his employment under this Agreement terminates (“Termination Year”), the bonus payable to the Executive shall be subject to Sections 6 and 7 of this Agreement and calculated based on the Executive meeting certain performance criteria and the Company achieving certain year-end financial criteria, all as determined by the Compensation Committee of the Board of Directors, in its sole discretion. Such bonus shall be pro-rated for the portion of the Termination Year during which the Executive was employed by the Company. With respect to the bonus for the Termination Year, any bonus payable pursuant to this Section 3.2 shall be payable to the Executive on the date on which such bonus payment would otherwise have been paid to the Executive as if the Termination Date (as defined herein) had not occurred.

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     3.3         Stock Options .

    (a)        As an incentive for the Executive’s future performance in improving shareholder value, the Company shall grant to the Executive options to purchase one hundred fifty thousand (150,000) shares of the Company’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company shall also grant to the Executive options to purchase a minimum of one hundred thousand (100,000) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock option plan or restricted share plan adopted by the Company for its senior corporate officers. Option or restricted share grants subsequent to the foregoing initial three year period shall be based upon targets adopted annually by the Board of Directors, which targets may be derived from budgets generated by the Company’s management, and the determination as to the amount of such options or restricted shares, if any, shall be at the sole discretion of the Board of Directors.

    (b)        The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share grant agreement (“Stock Agreement”) between the Executive and the Company, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of the Company, all options or restricted shares granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 6.3 hereof, and the Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from the Termination Date to exercise such options, if applicable.

    (c)        Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of the Company, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of the Company’s common stock on the day prior to the day of the Change of Control.

    (d)            For purposes of this Agreement, a “Change in Control” shall be deemed to exist if:

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    (e)        For purposes of this Agreement, the term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the date hereof or who subsequently became a Director of the Company and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Continuing Directors then in office.

    3.4         Senior Corporate Officer Benefits . The Executive shall be entitled to participate in benefit plans now existing or hereinafter adopted by the Board of Directors for the senior corporate officers of the Company. Upon a Change in Control, any interest of the Executive in any future Supplemental Executive Retirement Plan or deferred compensation plan shall immediately vest.

    3.5         Car Allowance and Parking . The Executive shall be provided with (a) a luxury-class automobile leased by the Company under the same terms and conditions as enjoyed by other senior corporate officers of the Company, which terms shall include reimbursement for all fuel, toll, maintenance, insurance and upkeep costs associated with the vehicle, and (b) a reserved parking space at the Company’s headquarters. Upon termination of the Executive’s employment under this Agreement for any reason, the Company may, at its option, demand the prompt return of the automobile, or, upon the mutual agreement of the Executive and the Company, the Executive may assume the lease for the automobile.

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    3.6         Parachute Penalties .   For all payments made or required to be made pursuant to the terms of this Agreement, including any payments made with respect to the Executive’s termination of employment for any reason, the Company shall determine and pay the Executive, as soon as practicable, an amount sufficient to cover the gross-up of any excise, income and other taxes resulting from the imposition of the parachute penalties of the Internal Revenue Code or applicable state tax laws. Such determination and payment by the Company shall be made no later than December 31 of the second calendar year following the calendar year in which the Executive’s date of termination occurs, with such date of termination to be the last to occur of termination pursuant to the terms of this Agreement or the date of “separation from service” as set forth in Proposed Treasury Regulation Section 1.409A-1(h) (the “Termination Date”).

    3.7         Other .   The Company agrees to: (a) provide the Executive with a desktop and/or laptop computer for his use while working at the Company’s headquarters and the Executive’s local residence, (b) reimburse the Executive for up to Three Thousand Dollars ($3,000) per year for out-of-pocket expenses incurred by the Executive for financial and tax planning, (c) provide or reimburse the Executive’s costs for a life insurance policy for the Executive in a minimum amount of two times the Base Salary in addition to the one times the Base Salary provided in the base benefit package, payable to a beneficiary of the Executive’s choosing, (d) provide or reimburse the Executive’s costs for a long-term care insurance policy covering Executive and Executive’s spouse and (e) provide or reimburse the Executive’s costs for a supplemental long term disability insurance policy.

     4.         Expense Reimbursement .

    During the term of this Agreement, the Company shall reimburse the Executive for all reasonable and necessary out-of-pocket expenses incurred by him in connection with the performance of his duties hereunder, upon presentation of proper accounts in accordance with the Company’s policies and practices for senior corporate officers.

     5.         Pension and Welfare Benefits; Vacation .

    5.1         Benefit Plans . During the term of this Agreement, the Executive will be eligible to participate in all employee benefit plans and programs (including, without limitation, 401(k), medical, dental, life, and disability plans of the Company) offered by the Company from time to time to its senior corporate officers, subject to the provisions of such plans and programs as in effect from time to time. The Executive shall be reimbursed for all deductibles, co-payments and other out-of-pocket expenses, excluding premium payments, related to all medical, dental, prescription and vision benefits offered by the Company.

     5.2         Vacation . The Executive shall be entitled to five (5) weeks vacation per year.

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     6.         Termination of Employment .

      6.1      Death .

        (a)        The Executive’s employment shall be terminated by the Executive’s death. In the event of the death of the Executive, the Company shall pay to the estate or other legal representative of the Executive the Base Salary and vacation as accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable).

        (b)        In addition to the payments described in Section 6.1(a), the Company shall pay a death benefit of an additional twenty-four (24) months of Base Salary and an additional bonus payment (“Additional Bonus Payment”) equal to two (2) times the Target Bonus for the Termination Year. Such payment shall be made in one (1) lump sum payment, with such payment to be made to the estate or other legal representative of the Executive within forty-five (45) days after receipt by the Company of notice of Executive’s death. Rights and benefits of the estate or other legal representative of the Executive under the benefit plans and programs of the Company shall be determined in accordance with the provisions of such plans and programs.

      6.2      Disability .

        (a)        If the Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall be entitled to payment of benefits under the Company’s long term disability plan, the employment of the Executive may be terminated by the Company or the Executive. In the event of such termination, the Company shall pay to the Executive the Base Salary and vacation accrued through the Termination Date (at the annual rate then in effect) and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable).

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