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Exhibit 10.2 STOCK OPTION AGREEMENT
PURSUANT TO
CHAMPION INDUSTRIES, INC.
2003 STOCK OPTION PLAN GRANT AGREEMENT made as of , 200, between Champion
Industries, Inc., a West Virginia corporation (the Company) and
, an employee of the Company or one of its subsidiaries
(the Employee). 1. STOCK OPTION. The Company hereby grants to Employee the option to
purchase up to  () shares of Company common stock.
The right to purchase up to the maximum number of shares is conditioned upon
Employees employment with Company or one of its subsidiaries at the time the
option is exercised. 2. EXERCISE OF OPTION. The option to purchase such shares may be
exercised in whole or in part, at any time, by written notice delivered to the
Company. Such notice shall state the number of shares with respect to which
the option is being exercised and shall specify a date, not less than five nor
more than ten days after the date of such notice, as the date on which the
shares will be taken up and payment made therefore at the principal office of
the Company. If any law or regulation requires the Company to take any action
with respect to the shares specified in such notice, then the date for the
delivery of such shares against payment therefore shall be extended for the
period necessary to take such action. In the event of any failure to take up
and pay for the number of shares specified in such notice on the date set forth
therein, as the same may be extended as provided above, the exercise of this
option shall terminate with respect to such number of shares, but shall
continue with respect to the remaining shares covered by this Agreement and not
yet acquired pursuant thereto. 3. PAYMENT FOR SHARES. The purchase price is payable in cash or may be
paid, in whole or in part, by delivering and exchanging Company common stock
owned by Employee at the time the option is exercised, such stock being valued
for purposes of the exchange at its fair market value at the time of the
exercise of the option; provided, however, that the Company reserves the right
to refuse to accept, as payment for any option hereunder, any Company common
stock acquired pursuant to the Companys Stock Option Plan unless the option
pursuant to which such stock was acquired was granted to the Employee tendering
such stock at least six months prior to the date of tender. For purposes of
this section, fair market value shall mean the average of the closing bid and
ask prices on the last business day immediately preceding the exchange date.




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4. WITHHOLDING TAXES. The Employee shall pay over to the Company,
simultaneously with delivery of the purchase price, any withholding taxes which
the Company is required to collect upon option exercise. The Company may, in its discretion, permit the Employee to satisfy
withholding requirements or arrange for withholding of taxes in excess of
minimum withholding liability by (i) directing the Company to withhold from the
shares to be issued upon option exercise, or (ii) tendering from other shares
of Company common stock owned by the Employee, the number of shares sufficient
to satisfy the tax withholding amount. Valuation and eligibility for tender of
shares shall be as prescribed in Section 3. Any such election by the Employee
shall be irrevocable and must be made at least six months following the grant
of the options and either (i) six months prior to the date the amount of tax
due with respect to the exercise is calculated (the Tax Date) or (ii) prior
to the Tax Date within a ten-day window period beginning the third business
day following release of the Companys annual or quarterly financial results
and ending on the twelfth business day following that release. 5. PURCHASE PRICE. The purchase price shall be $ per share. 6. TERMINATION OF OPTION. Except as herein otherwise stated, all
unexercised options shall be extinguished upon the earlier of termination of
employment with Company or one of its subsidiaries or ,
. 7. DEATH OR DISABILITY; VOLUNTARY RETIREMENT. (a) In the event the
employment of Employee shall terminate during any year by reason of the death
or permanent disability of Employee (as determined in the sole discretion of
the Board of Directors of Company), Employee, his heirs, legatees or legal
representative, shall be entitled to exercise all options which Employee was
entitled to exercise prior to death or permanent disability, provided that such
exercise occurs within ninety (90) days of the date of such death or
disability; thereafter, all unexercised options shall terminate and be
extinguished. (b) In the event the employment of Employee shall terminate during any
year by reason of the voluntary retirement of Employee (as determined in the
sole discretion of the Board of Directors of the Company), Employee shall be
entitled to exercise all options which Employee was entitled to exercise prior
to voluntary retirement, provided that such exercise occurs prior to the
earlier of (i) ninety (90) days after the date of voluntary retirement or (ii)
, ; thereafter, all unexercised options shall cease
and terminate. 8. RECLASSIFICATION, CONSOLIDATION OR MERGER. If and to the extent that
the number of issued shares of common stock of the Company shall be increased
or reduced by change in par value, split up, reclassification, distribution of
a dividend payable in stock, or the like, the number of option shares and the
option




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price per share may be proportionately adjusted. If the Company is reorganized
or consolidated or merged with another corporation, Employee shall be entitled
to receive options covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject to the same
terms and conditions as set forth herein. For purposes of the preceding
sentence, the excess of the aggregate fair market value of the shares subject
to the option immediately after the reorganization, consolidation, or merger
over the aggregate option price of such shares shall not be more than the
excess of the aggregate fair market value of all shares subject to the option
immediately before such reorganization, consolidation, or merger over the
aggregate option price of such shares, and the new option or assumption of the
old option shall not give Employee additional benefits which he did not have
under the old option, or deprive him of benefits which he had under the old
option. 9. NO RIGHTS IN OPTION STOCK. Employee shall have no rights as a
shareholder in respect of shares as to which any option shall not have been
exercised and payment made as herein provided, and shall have no rights with
respect to such shares not expressly conferred by this Agreement. 10. SHARES RESERVED. The Company shall at all times during the term of
this Agreement reserve and keep available such number of its common shares as
will be sufficient to satisfy the requirements of this Agreement, and shall pay
all original issue taxes on the exercise of this option, and all other fees and
expenses necessarily incurred by the Company in connection therewith. 11. NONASSIGNABILITY. No option shall be transferable by Employee
otherwise than by will or the laws of descent and distribution. Options shall
be exercisable by Employee during his lifetime only by him or, in the event of
his legal incompetency, only by his guardian or legal representative. 12. LIMITATIONS. Nothing in this Agreement shall be construed as creating
a contract of employment nor shall this Agreement be construed as granting any
rights to Employee except as herein expressly provided. 13. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, legatees,
successors and assigns. 14. COMPANY STOCK OPTION PLAN CONTROLS. This Agreement and all options
hereby granted are subject to all the terms and conditions of the Companys
Stock Option Plan. In the event of any conflict between the terms and
provisions of this Agreement and the Companys Stock Option Plan, the terms of
the Companys Stock Option Plan shall control.




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15. NO DISPOSITION OF UNDERLYING STOCK FOR SIX MONTHS. A total of six (6)
months must elapse between the date of grant of this option and the date of
sale of any Company common stock received through the exercise of options
granted hereunder. 16. The options granted by this Agreement are intended to be, and shall be
treated as incentive stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the  day of , . CHAMPION INDUSTRIES, INC.ByIts   President and Chief Operating OfficerEmployee