exv4w2






Exhibit 4.2




APPLIED DIGITAL SOLUTIONS, INC.




NON-QUALIFIED STOCK OPTION AWARD AGREEMENT






	 	 	 
	OPTIONEE:

	 	David Sullivan
	GRANT DATE:

	 	March 25, 2008
	NUMBER OF OPTION SHARES:

	 	37,500
	EXERCISE PRICE PER SHARE:

	 	$5.36
	EXPIRATION DATE:

	 	March 25, 2018







     THIS AGREEMENT is made as of the Grant Date set forth above by and between Applied Digital
Solutions, Inc., a Delaware corporation (the “Company”), and the Optionee named above, who provides
services to the Company or an Affiliate of the Company as an Employee and as a member of the Board
of Directors (the “Optionee”).



     The Company desires, by affording the Optionee an opportunity to purchase shares of its Common
Stock, par value $0.01 per share (the “Common Stock”), as hereinafter provided, to carry out the
purpose of the Applied Digital Solutions, Inc., 2003 Flexible Stock Plan (the “Plan”).



     The option granted herein is not being awarded pursuant to the Plan, however the rules and
terms of the Plan shall be incorporated herein and apply to this option as if it were being granted
under the Plan (except to the extent the Plan conflicts with this agreement, in which case this
Agreement shall govern).



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other
good and valuable consideration, the parties hereby agree as follows:



     1. Grant of Option. The Company hereby grants to the Optionee the right and option (the
“Option”) to purchase all or any part of the aggregate number of shares of Common Stock set forth
above (the “Option Shares”) (such number being subject to adjustment as provided in Section 9
hereof) on the terms and subject to the conditions set forth in this Agreement. This Option is not
intended to be an “incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).



     2. Purchase Price. The per share purchase price of the Option Shares shall be the Exercise
Price Per Share set forth above (such Exercise Price Per Share being subject to adjustment as
provided in Section 9 hereof).



 









 





     3. Term and Exercise of Option.



          (a) The term of this Option shall commence on the Grant Date set forth above and shall
continue until the Expiration Date set forth above, unless earlier terminated as provided herein.




          (b) This Option will become exercisable as to 20% of the Option Shares on each of the first,
second, third, fourth, and fifth annual annivaersary of the grant date set forth above, but only if
the Optionee is an Employee or Director of the Company on each of such dates.




          (c) To exercise this Option, the Optionee shall give written notice to the Company, to the
attention of its Chief Financial Officer or other designated agent, in substantially the form
attached hereto as Exhibit A, and the Optionee shall deliver payment in full for the Option
Shares with respect to which this Option is then being exercised, as provided in Section 4(a)
below.




          (d) Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees,
as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose
unless and until certificates for such Option Shares are issued to the Optionee or the Optionee’s
legal representatives, legatees or distributees under the terms of the Option Plan.




     4. Limitations on Exercise of Option.



          (a) The exercise of this Option will be contingent upon receipt from the Optionee (or the
purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares. Payment
of the Exercise Price shall be made in cash or by a certified or cashier’s check. No Option Shares
will be issued until full payment therefore has been made and the Optionee has executed any and all
agreements that the Company may require the Optionee to execute.




          (b) The issuance of Option Shares upon the exercise of this Option shall be subject to all
applicable laws, rules, and regulations. If, in the opinion of the Committee, (i) the listing,
registration, or qualification of the Option Shares upon any securities exchange or under any state
or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the
Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a
condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or
Option Shares shall not be sold unless and until such listing, registration, qualification,
consent, approval or agreement is effected or obtained in form satisfactory to the Committee.




     5. Nontransferability of Option. This Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution, and during the lifetime of the Optionee, this
Option shall be exercisable only by the Optionee.



     6. Termination of Employment or Other Services. Unless otherwise determined in the sole
discretion of the Committee and except as set forth below, upon termination of the Optionee’s
employment or other relationship with the Company or with an Affiliate as a result of Disability,
by the Optionee for Good Reason, or by the Company without Cause, all as defined and described in
that certain Employment Agreement between Company and Optionee dated as of January 1, 2008, as such
may be amended from time to time (the “Employment Agreement”), which termination of employment
occurs at least six months after this Option Grant Date, the Option granted herein shall
immediately vest and be fully exercisable for a period of three (3) years after the effective date
of such termination, but in no case later than the Expiration Date set forth above.



          Notwithstanding the foregoing, termination of the Optionee’s employment or other relationship
with the Company or with an Affiliate by the Company for Cause or by the Optionee without Good
Reason, or any termination of employment within six months following the Grant Date for any reason,
all as set forth in the Employment Agreement, shall result in the immediate termination and
forfeiture of this Option Agreement and




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Optionee shall have no right to exercise any unvested portion of this Option and shall have
ninety (90) days from the effective date of such termination to exercise any vested portion of this
Option. The determination of the Committee as to the existence of “cause” or “without good reason”
will be conclusive on the Optionee and the Company.




          The Committee shall be permitted to extend the period of exercise for a period not to exceed
the Expiration Date set forth above or three (3) years, whichever is shorter, provided the
Committee determines in its sole discretion that: (i) such extension to be appropriate, and (ii)
termination did not occur by the Company for “cause”, and in each case, Optionee agrees in writing
to not pursue employment at a competing business as defined by the Committee and with such
additional terms as the Committee determines is adequate in its sole discretion. Nothing herein
shall require an extension of the period of exercise by the Committee.




     7. Death of Optionee. Unless otherwise determined in the sole discretion of the Committee, if
the Optionee dies while employed by or otherwise providing services to the Company or an Affiliate,
this Option may be exercised to the same extent that the Optionee would have been entitled to
exercise it at the date of death and may be exercised within a period of three (3) years after the
date of death, but in no case later than the Expiration Date set forth above. In such event, this
Option shall be exercisable only by the executors or administrators of the Optionee or by the
person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will
or the laws of descent and distribution. Any portion of an Option that is not exercisable at the
time of an Optionee’s death shall automatically terminate.



     8. No Right to Continue to Provide Services. This Option does not and will not confer upon
the Optionee any right to continue providing services to the Company or an Affiliate of the Company
as an Employee, nor will it affect or interfere in any way with the Company’s right or the
Affiliate’s right to terminate the Optionee’s employment or other services at any time.



     9. Adjustments. In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend, stock split, reverse stock split, reclassification, combination,
exchange of shares, or other similar recapitalization of the Company, the Committee shall make an
appropriate and proportionate adjustment to the number of Option Shares and the per share Exercise
Price Per Share hereunder so that the Optionee then shall receive for the aggregate Exercise Price
paid by the Optionee upon exercise of this Option the number of shares the Optionee would have
received if this Option had been exercised before such recapitalization event occurred. No
adjustment shall be made under this Section 10 upon the issuance by the Company of any warrants,
rights, or options to acquire additional Common Stock or of securities convertible into Common
Stock unless such warrants, rights, options or convertible securities are issued to all
shareholders of the Company on a proportionate basis.



     10. Change of Control. In the event of a Change in Control, as defined in the Employment
Agreement, this Option shall become fully vested and shall immediately become fully exercisable.



     11. Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the
contrary, if any of the payments or benefits to be made or provided in connection with this
Agreement, together with any other payments, benefits or awards which the Optionee has the right to
receive from the Company, or any corporation which is a member of an “affiliated group” (as defined
in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company
is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b)
of the Code), such payments, benefits or awards to be made or provided in connection with this
Agreement, or any other agreement between the Optionee and the Company or its Affiliates, may be
reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of
such payments, benefits or awards from becoming “excess parachute payments” and therefore subject
to the excise tax imposed under Section 4999 of the Code. The Optionee will have the sole right
and discretion to determine whether the payments, benefits or awards to be made or provided in
connection with this Agreement, or any other agreement between the Optionee and the Company, should
be reduced, and whether or not such other agreement with the Company or an Affiliate expressly
addresses the potential application of Section 280G or Section 4999 of the Code (including, without
limitation, that “payments” under such agreement be reduced). The Optionee will also have the
right to designate the particular payments, benefits or awards that are to be reduced, eliminated,
modified or waived; provided that no such adjustment will be made if it results in additional
expense to the Company in excess of expenses the Company would have experienced if no adjustment
had been made. The determination as to whether any such decrease in the payments or benefits is
necessary must be made in good faith by legal counsel or a certified public accountant selected by
the Optionee and reasonably acceptable to the



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Company, and such determination will be conclusive and binding upon the Optionee and the
Company. Unless otherwise determined in the sole discretion of the Committee, the Optionee shall
pay any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to
make the determinations under this Section 12.




     12. Interpretation. The interpretation and construction of any provision of the Option Plan
and this Option shall be made by the Committee and shall be final, conclusive and binding on the
Optionee and all other persons.



     13. Definitions; Option Plan Governs. Any capitalized term used herein that is not expressly
defined herein shall have the meaning ascribed to it in the Option Plan. As set forth above, this
Option is not awarded pursuant to the Plan, but the rules and terms of the Plan shall be
incorporated herein and apply to this Grant as if this award were made thereunder.



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[Signature Page to Non-Statutory Stock Option Agreement]




     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporate name
by its duly authorized officer, and the Optionee has executed this Agreement as of the Grant Date
set forth above.



	 	 	 	 	 
	COMPANY:	Applied Digital Solutions, Inc.

 	 
	 	By:  	/s/ Kay E. Langsford	 
	 	 	Kay E. Langsford, Secretary 	 
	 
	OPTIONEE:	 	 
	 	/s/
David Sullivan 	 
	 	David Sullivan 	 
	 



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EXHIBIT A




NOTICE OF EXERCISE OF




STOCK OPTION



TO:



FROM:



DATE:





	RE:	 	Exercise of Stock Option





     I hereby exercise my option to purchase                      shares of Common Stock at $                     per share (total
exercise price of $                    ). This notice is given in accordance with the terms of my Non-Qualified Stock
Option Award Agreement (“Agreement”) dated                     . The option price and vested amount is
in accordance with Sections 2 and 3 of the Agreement. Enclosed is cash, or a cashier’s or
certified check payable to Applied Digital Solutions, Inc. (the “Company”) for the total exercise
price of the shares being purchased.



     Please prepare the stock certificate in the following name(s):



	 	 
	Sincerely,
	 
	 
	 
	 	 
	(Signature)
	 
	 
	 
	 	 
	(Print or Type Name)
	 
	 
	 
	Letter and consideration
	 
	received on

	 
	(effective date of exercise)