Exhibit 10(c)
(FORM OF GRANT LETTER)
THE DEWEY ELECTRONICS CORPORATION
27 Muller Road
Oakland, New Jersey 07436
INCENTIVE STOCK OPTION
[Date]
[Name/address]
Dear
The Stock Option Committee (the Committee), in accordance with
provisions of the 1998 Stock Option Plan (the Plan) of The
Dewey
Electronics Corporation (the Corporation), has granted you an
option (Stock Option) to purchase ____ shares of the
Corporations Common Stock. The date on which such options
were
granted was ______________. Your stock option is intended
to qualify as an Incentive Stock Option within the meaning of
Section 422 of the Internal Revenue Code (Incentive Stock
Options), as amended, and is subject to the terms and
conditions of the Plan and this letter.
1. Option Price
The price at which you may purchase the shares of Common Stock
covered by the Stock Option is $______ per share. (The fair
market value of the Common Stock, as determined by the
Committee,
at the time of the granting of the option.)
2. Period of
Option
Your Stock Option shall expire on [10 years from date of
grant],
subject to paragraph 6 of this letter. [5 years from date of
grant] for 10% owners.
3. Exercise of Option
and Payment for Shares
(a) You must remain in
the employ of the corporation or a
subsidiary corporation for one year from the date the option
was granted before you can exercise any part of this Stock
Option. Thereafter,
this Stock Option will be
exercisable, subject to all other conditions of the Plan.
(b) Subject to the
foregoing and to paragraph 6 of this letter,
you may purchase the shares of Common Stock covered by your
Stock
Option at any time on or before the expiration date. Such exercise
may be effected only by giving written notice of the exercise
of the Stock Option and the number of shares of Common Stock
desired to be purchased to the Corporation at its address set
forth above, Attention: President. Such notice must be delivered,
or, if mailed, postmarked on or before the date on which the
right
to exercise the Stock Option expires, and must be accompanied
by cash (including check, bank draft, money order or wire
transfer
to the order of the Corporation) for payment in full of
the option price of the shares purchased. The date of exercise
shall be the date that notice of exercise is delivered, if by
hand, or the date notice of exercise is postmarked, if mailed.
4. Status as
Stockholder
Prior to your purchase of shares, you shall, as a holder of a
Stock Option, have
