Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2012, certain executive officers of Hanger Orthopedic Group, Inc. (the "Company") entered into amended and restated Employment Agreements (the "Agreements") with the Company. The amendments to the Agreements eliminated the so-called "tax gross-ups" payable to the Company's executive officers for any excise tax payable on excess parachute payments resulting from a change in control of the Company, and replaced those with a provision that provides that the payments made to the executive officer under his Agreement and any other payments made in connection with the change in control of the Company will either be capped as necessary to avoid his incurring any excess parachute payment excise tax or be paid in full (with the executive officer paying any excise taxes due), whichever places him in the best after-tax position. With these amendments to the Agreements, there are no employees of the Company with change in control "tax gross-ups" in their employment contracts.

The description of the amendments to the Agreements is qualified in its entirety to the copies of the Agreements, as amended and restated, that are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

(10.1) Fifth Amended and Restated Employment Agreement, effective as of January 1, 2012, by and between Thomas F. Kirk and the Company.

(10.2) Amended and Restated Employment Agreement, effective as of January 1, 2012, by and between Vinit Asar and the Company.

(10.3) Fourth Amended and Restated Employment Agreement, effective as of January 1, 2012, by and between George E. McHenry and the Company.

(10.4) Fourth Amended and Restated Employment Agreement, effective as of January 1, 2012, by and between Richmond L. Taylor and the Company.

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