EXHIBIT 10.2
SUTRON CORPORATION
STOCK OPTION
AGREEMENT
(Non-qualified Stock
Option)
THIS STOCK OPTION AGREEMENT
(the “Agreement”) is
made and entered into as of the 13 th day of
May 2009 by and between Sutron Corporation, a Virginia corporation
(the “Company”), and Leland R. Phipps. (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 $4.82. 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.
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
period beginning May 13, 2009 and ending May 12, 2010;
provided , however , that the Option shall become
immediately exercisable in full at the time of a Change of Control
of the Company.
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 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
