INDUSTRIAL DATA SYSTEMS CORPORATION
STOCK OPTION AGREEMENT
1. Grant of
Option. Industrial Data Systems Corporation, a Nevada
corporation (the "Company") hereby grants
to
Dana Swindler
(the "Option Holder")
an option to purchase from the Company a
total of 234,774 shares of Common
Stock. $.001 par value, of the Company at
$4.26 per share, in the amounts,
during the periods and upon the terms and
conditions set forth in this
Agreement.
2. Time of
Exercise. Except only as specifically provided elsewhere in
this
Agreement, this option is exercisable, in
whole or in part, at any time prior to
the date specified in Section 4 hereof.
3. Exercise of
Option. The exercise of this option shall entitle the Option
Holder to purchase shares of Common Stock
of the Company. If requested by the
Option Holder, the Option Holder may
exercise this option or any portion hereof
by tendering shares of Common Stock, in
lieu of cash payment for the option
shares being purchased, with the number of
shares tendered to be determined by
the fair market value per share of the
Common Stock on the date of exercise, as
determined by the Company.
4. Term. This
option will terminate at 5 p.m. on September 19, 2006.
5. Who May
Exercise. During the lifetime of the Option Holder, this option
may be exercised only by the Option Holder.
If the Option Holder dies or becomes
disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code,
as amended) prior to the termination date
specified in Section 4 hereof without
having exercised the option as to all of
the shares covered hereby, the option
may be exercised to the extent of the total
remaining shares that have not been
purchased by exercise by the Option Holder
prior to the date of his death or
disability at any time prior to the date
specified in Section 4 hereof by (i)
the Option Holder's estate or a person who
acquired the right to exercise the
option by bequest or inheritance or by
reason of the death of the Option Holder
INDUSTRIAL DATA SYSTEMS CORPORATION
STOCK OPTION AGREEMENT-Dana Swindler
Page 1
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in the event of the Option Holder's death,
or (ii) the Option Holder or his
personal representative in the event of the
Option Holder's disability, subject
to the other terms of this Agreement and
applicable laws, rules and regulations.
For purposes of this Agreement, the Company
shall determine the date of
disability of the Option Holder.
6. Restrictions
on Exercise. This option:
(a) may be exercised
only with respect to full shares and no
fractional share of stock shall be issued; and
(b) may not be
exercised in whole or in part and no cash or
certificates representing shares subject to such option shall
be
delivered, if any requisite approval or consent of any
government
authority of any kind having jurisdiction over the exercise of
options shall not have been secured.
7. Manner of
Exercise. Subject to such administrative regulations as the
Board of Directors of the Company (the
"Board") may from time to time adopt, the
Option Holder or beneficiary shall, in
order to exercise this option.
(a) give written
notice to the Company of the exercise price and the
number of shares which he will purchase and tender payment of
such exercise price in United States dollars before issuance of
such shares; or
(b) give written
notice to the Company of the
