Contract

Exhibit 10.1 LCA-VISION INC. EXECUTIVE CASH BONUS PLANSECTION 1. PURPOSES OF THE PLAN The purposes of this Executive Cash Bonus Plan (Plan) of LCA-Vision Inc.(Company) are: * to stimulate executives’ efforts to achieve the Company’s shortand long-term goals, * to link a portion of executive compensation to Companyperformance, and * to provide a competitive compensation package.SECTION 2. PERFORMANCE PERIOD Bonuses shall be determined based upon the Company’s performance duringeach calendar year (Plan Year).SECTION 3. PARTICIPANTS; ELIGIBILITY (a) The following employees shall be participants in the Plan: theCompany’s Chairman of the Board, its Chief Executive Officer, its President, itsChief Financial Officer and its General Counsel. The Compensation Committee ofthe Company’s Board of Directors (Committee) may select additional participantsfrom time to time. (b) In order to be eligible for a bonus, a participant must be employedby the Company or one of its subsidiaries throughout any Plan Year and asprovided in Section 5. However, the Committee may approve participation in thePlan and a prorated bonus for an employee who is hired or moves into an eligibleposition during a Plan Year.SECTION 4. BONUS CALCULATION (a) Bonus amounts shall be calculated as a percent of base salary at theend of the Plan Year based upon the extent to which threshold, target andmaximum performance goals set annually by the Committee are achieved. Initially,the performance measure shall be pre-tax income. The Committee may select one ormore additional or different objective performance measures in the future.Bonuses for achieving the threshold, target and maximum performance goals shallbe 40%, 60% and 80% of base salary, respectively, for the Company’s Chairman ofthe Board and Chief Executive Officer and 20%, 40% and 60% of base salary,respectively, for other participants, with linear interpolation between thosepercentages unless another method of interpolation is set by the Committee atthe time it establishes the performance goals. (b) In calculating bonuses for a Plan Year, the Committee may interpretany performance measure in a way that eliminates the effects of any unusualfinancial items or corporate eventsthat have materially affected the performance goals originally established forthat Plan Year (e.g., stock splits and other changes in capitalization, stockofferings or repurchases, unusual gains or losses or accounting changes).SECTION 5. BONUS PAYMENT Bonuses under this Plan will be calculated and paid in cash as soon aspracticable after completion of the year-end audit of the Company’s financialstatements by its independent auditors; provided that in no event will bonusesbe paid later than two and one-half months from the end of the taxable yearduring which such bonuses are calculated. Notwithstanding a participant’seligibility for a bonus pursuant to Section 3(b), the participant will forfeitany bonus for a Plan Year if he or she is not employed by the Company or one ofits subsidiaries on the date that bonuses for that Plan Year are calculated.SECTION 6. COMMITTEE (a) This Plan shall be administered by the Committee, which will havethe authority and discretion to interpret the Plan, to establish, amend andrescind rules relating to the Plan, and to make all other determinations thatmay be necessary or advisable for the Plan’s administration. (b) Any interpretation of the Plan by the Committee and any decision byit relating to the Plan shall be final and binding on all persons.SECTION 7. AMENDMENT The Board of Directors of the Company may amend or terminate this Planat any time, except that no amendment or termination may materially adverselyaffect the rights of any participant with respect to Plan Years ended prior tothe date on which the amendment or termination is adopted by the Board.SECTION 8. PLAN NOT EXCLUSIVE This Plan shall not be construed as limiting the ability or discretionof the Committee to award additional bonuses, separate and apart from this Plan,to individual participants based upon subjective or other criteria.