Exhibit 10.86
Jeffrey May
Optionee
BIO-KEY INTERNATIONAL,
INC.
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER THE
BIO-KEY INTERNATIONAL,
INC.
2004 STOCK INCENTIVE
PLAN
This Agreement is made as of the
date set forth on Schedule A hereto (the “Grant
Date”) by and between Bio-key International, Inc., a
Delaware corporation (the “Corporation”), and the
person named on Schedule A hereto (the
“Optionee”).
WHEREAS, Optionee is a director of
the Corporation and the Corporation considers it desirable and in
its best interest that Optionee be given an inducement to acquire a
proprietary interest in the Corporation and an incentive to advance
the interests of the Corporation by granting the Optionee an option
to purchase shares of common stock of the Corporation (the
“Common Stock”);
NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree that as of the Grant
Date, the Corporation hereby grants Optionee an option to purchase
from it, upon the terms and conditions set forth in the
Corporation’s 2004 Stock Incentive Plan, as amended from time
to time (the “Plan”), a copy of which is attached
hereto, that number of shares of the authorized and unissued Common
Stock of the Corporation as is set forth on Schedule A
hereto.
1.
Terms of Stock
Option . The option to
purchase Common Stock granted hereby is subject to the terms,
conditions, and covenants set forth in the Plan as well as the
following:
(a)
This option shall
constitute a Non-Qualified Stock Option which is not intended to
qualify under Section 422 of the Internal Revenue Code of
1986, as amended;
(b)
The per share
exercise price for the shares subject to this option shall be the
Fair Market Value (as defined in the Plan) of the Common Stock on
the Grant Date, which exercise price is set forth on Schedule
A hereto;
(c)
This option shall
vest in accordance with the vesting schedule set forth on
Schedule A hereto; and
(d)
No portion of
this option may be exercised more than seven (7) years from the
Grant Date.
