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EXHIBIT 10.14
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SUTRON CORPORATION
STOCK OPTION AGREEMENT
(Non-qualified Stock Option)
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into
as of the 16th day of May 2007 by and between Sutron
Corporation, a Virginia
corporation (the "Company"), and Andrew D. Lipman (the
"Optionee").
WHEREAS, the Board of Directors of the Company (the "Board")
has
adopted and approved that certain Amended and Restated Sutron
Corporation 2002
Stock Option Plan (the "Plan"), a copy of which has been
provided to the
Optionee and which is incorporated by reference herein; and
WHEREAS, pursuant to and in accordance with the provisions of
the Plan,
the Board has determined that the Optionee is eligible to be
granted an option
(the "Option") to acquire shares of the Company's Common Stock,
$0.01 par value
per share (the "Stock"); and
WHEREAS, Options granted under the Plan are not intended or
designed to
qualify for Federal income tax treatment as incentive stock
options under
Section 422 of the Internal Revenue Code of 1986 (the "Code");
and
WHEREAS, the Optionee desires to be granted Options under the
Plan; and
WHEREAS, the Corporation and the Optionee desire to set forth
herein
the terms of such Options.
NOW, THEREFORE, in consideration of the foregoing, of the
mutual
covenants set forth herein, and of other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto
agree as follows:
1. Grant of Option. The Company hereby grants to the Optionee
the right
and option to purchase Five thousand (5,000) shares of Stock,
subject to and in
accordance with the terms and conditions set forth in the Plan
and in this
Agreement.
2. Exercise Price. The Exercise Price to be paid for each share
of
Stock to be acquired upon exercise of the Option granted
hereunder is $7.60.
Such Exercise Price is equal to the Fair Market Value (as
defined in the Plan)
of the Stock as of the date of grant of the Option.
3. Transferability. The Option granted hereunder shall be
exercisable
during the Optionee's lifetime only by the Optionee and shall
not be assignable
or transferable other than by will or by the laws of descent and
distribution
following the Optionee's death.
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4. Exercise Terms; Vesting; Procedure.
(a) Except as provided in Section 6 hereof, the Option may
be
exercised in whole or in part in accordance with the vesting
schedule set forth
in Section 5 hereof, provided, however, that the Option shall
not be exercisable
after the expiration of ten (10) years from the date of grant of
the Option.
(b) In order to exercise the Option granted hereunder, the
Optionee
shall deliver to the Secretary of the Company written notice
stating the
Optionee's intent to exercise the Option, which notice shall
specify:
(i) the name of the Optionee;
(ii) the Option to be exercised;
(iii) the number of shares of Stock to be purchased pursuant
to
such exercise; and
(iv) the address to which certificates representing the
shares
of Stock issuable upon exercise of the Option are to be
mailed.
(c) The Optionee's written notice shall be accompanied by a
certified check payable to the Company in the amount of the
product of the
Exercise Price times the number of shares with respect to which
the Option is
being exercised. The notice and payment shall be delivered in
person or sent by
registered mail, return receipt requested, to the Secretary of
the Company. The
Option shall be considered exercised on the date the notice and
payment are
delivered to the Secretary or deposited in the mail, as the case
may be. As
promptly as practicable after the Secretary's receipt of the
notice of exercise
and payment, and the receipt of any certificates from the
Optionee required by
the Company pursuant to Sections 8 and 9 hereof, the Company
shall deliver to
the Optionee a certificate or certificates for the number of
shares of Stock
with respect to which the Option has been exercised.
5. Vesting. The Option shall vest ratably over the one year
period
beginning May 16, 2007 and ending May 15, 2008.
6. Effect of Termination of Employment, Disability or Death.
The
following provisions shall govern the exercise of any Options
held by an
Optionee at the time the Optionee ceases to be an employee of
the Company,
suffers a Disability, or dies.
6.1 Termination of Employment. In the event that the Optionee
ceases
to be an employee of the Company for any reason other than
Disability or death,
then the period during which each outstanding Option held by
such Optionee is to
remain exercisable shall be limited to the ninety (90) day
period following the
date of termination of employment. Under no circumstances,
however, shall any
such Option be exercisable after the specified expiration
date
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of the Option term. Any outstanding Option may not be exercised
in the aggregate
for more than the number of vested shares for which the Option
is exercisable on
the date of the termination of employment, and such Option shall
terminate and
cease to be outstanding with respect to any Option shares for
which the Option
is not at that time exercisable or in which the Optionee is not
otherwise at
that time vested.
6.2 Disability. In the event that the Optionee ceases to be
an
employee of the Company by reason of a Disability, then the
period during which
each outstanding Option held by such Optionee is to remain
exercisable shall be
limited to a period of one (1) year following the date of
termination of
employment due to Disability. Under no circumstances, however,
shall any such
Option be exercisable after the specified expiration date of the
Option term as
set forth in the Option Agreement. Any outstanding Option may
not be exercised
in the aggregate for more than the number of vested shares for
which the Option
is exercisable on the date of the termination of employment due
to Disability,
and such Option shall terminate and cease to be outstanding with
respect to any
Option shares for which the Option is not at that time
exercisable or in which
the Optionee is not otherwise at that time vested.
6.3 Death. In the event that the Optionee dies while holding one
or
more o
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