EXHIBIT 10.6
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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 22nd day of December 2005 by and between Sutron Corporation,
a Virginia
corporation (the "Company"), and Robert F. Roberts, Jr. (the
"Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") has
adopted
and approved that certain 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 $7.45.
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. Each Option shall vest and become cumulatively exercisable
as
to one hundred percent (100%) of the shares of Stock subject to
such Option on
the date of grant of the Option.
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
2
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circumstances, however, shall any such Option be exercisable after
the specified
expiration date 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 Opti
