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                                                                     EXHIBIT 4.4

                               HICKOK INCORPORATED
                      2000 KEY EMPLOYEES STOCK OPTION PLAN

         Hickok Incorporated hereby adopts a stock option plan for the benefit
of certain persons and subject to the terms and provisions set forth below.

         1. DEFINITIONS. The following terms shall have the meanings set forth
below whenever used in this instrument:

                  (a) The word "Board" shall mean the Board of Directors of the
         Company.

                  (b) The word "Code" shall mean the United States Internal
         Revenue Code (Title 26 of the United States Code).

                  (c) The word "Committee" shall mean the Compensation Committee
         appointed by the Board.

                  (d) The words "Common Shares" shall mean Class A Common
         Shares, $1.00 par value, of the Company.

                  (e) The word "Company" shall mean Hickok Incorporated, an Ohio
         corporation, and any successor thereto which shall maintain this Plan.

                  (f) The word "Disability" shall mean the Optionee's inability,
         due to a physical or mental condition, to perform services for the
         Company or any Subsidiary substantially consistent with past practice,
         as determined by the Committee pursuant to written certification of
         such Disability from a physician acceptable to the Committee.

                  (g) The words "Key Employee" shall mean any person who is a
         high-level executive officer or other valuable managerial or technical
         employee of either the Company or any Subsidiary and who does not own
         beneficially ten percent (10%) or more of either the Class A Common
         Shares or the Class B Common Shares of the Company.

                  (h) The word "Optionee" shall mean any Key Employee to whom a
         stock option has been granted pursuant to this Plan.

                  (i) The word "Plan" shall mean this instrument, Hickok
         Incorporated 2000 Key Employees Stock Option Plan, as it is originally
         adopted and as it may be amended hereafter.

                  (j) The word "Subsidiary" shall mean any corporation at least
         50% of the common stock of which is owned directly or indirectly by the
         Company.

                  (k) The words "Substantial Shareholder" shall mean any person
         who would


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         otherwise be a Key Employee except that such person owns more than 10%
         of the total combined voting power of all classes of stock of either
         the Company or any Subsidiary. Ownership shall be determined in
         accordance with Section 424(d) of the Code and lawful applicable
         regulations.

         2. PURPOSE OF THE PLAN. The purpose of the Plan is to provide Key
Employees of the Company and its Subsidiaries with greater incentive to serve
and promote the interests of the Company and its shareholders. The premise of
the Plan is that, if such Key Employees acquire a proprietary interest in the
business of the Company or increase such proprietary interest as they may
already hold, then the incentive of such Key Employees to work toward the
Company's continued success will be commensurately increased. Accordingly, the
Company may, from time to time during the effective period of the Plan, grant to
such Key Employees as may be selected to participate in the Plan options to
purchase Common Shares on the terms and subject to the conditions set forth in
the Plan.

         3. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on
December 6, 2000, subject to approval by holders of a majority of the
outstanding shares of voting capital stock of the Company. In the event the Plan
is not so approved within twelve (12) months after the date the Plan is adopted,
the Plan and any options granted hereunder shall be null and void. If, however,
the Plan is so approved, subject to the provisions of Section 8, no further
shareholder approval shall be required with respect to the granting of any
options pursuant to the Plan.

         4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee. The Committee shall consist of no fewer than two (2) members, who
shall be designated by the Board. Each member of the Committee shall be a
Non-Employee Director within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 or any amendment of or successor to such rule as
may be in effect from time to time. A majority of the Committee shall constitute
a quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all of the members,
shall be acts of the Committee. Subject to the terms and conditions of the Plan,
the Committee shall have full and final authority in its absolute discretion:

                  (a) To select the Key Employees to whom options may be
         granted;

                  (b) To determine the number of Common Shares subject to any
         option;

                  (c) To determine the time when options will be granted;

                  (d) To determine the option price of Common Shares subject to
         an option;

                  (e) To determine the time when each option may be exercised;

                  (f) To determine at the time of grant of an option whether and
         to what extent such option is an incentive stock option under Section
         422 of the Code;




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                  (g) To determine whether stock appreciation rights shall be
         made part of any option grant pursuant to Section 9 hereof, the method
         of valuing the stock appreciation rights and whether the stock
         appreciation rights may be exercised in lieu of or in addition to the
         related option;

                  (h) To prescribe the form of the option agreements governing
         the options which are granted under the Plan and to set the provisions
         of such option agreements as the Committee may deem necessary or
         desirable provided such provisions are not contrary to the terms and
         conditions of either the Plan or, where the option is an incentive
         stock option, Section 422 of the Code;

                  (i) To adopt, amend and rescind such rules and regulations as,
         in the Committee's opinion, may be advisable in the administration of
         the Plan; and

                  (j) To construe and interpret the Plan, the rules and
         regulations and the instruments evidencing options granted under the
         Plan and to make all other determinations deemed necessary or advisable
         for the administration of the Plan.

Any decision made or action taken by the Committee in connection with the
administration, interpretation, and implementation of the Plan and of its rules
and regulations, shall, to the extent permitted by law, be conclusive and
binding upon all Optionees under the Plan and upon any person claiming under or
through such an Optionee. Neither the Committee nor any of its members shall be
liable for any act taken by the Committee pursuant to the Plan. No member of the
Committee shall be liable for the act of any other member. If for any reason any
member of the Committee ceases to meet the requirements of Section 162(m) of the
Code or Rule 16b-3 of the Securities Exchange Act of 1934, the Board shall
appoint new member(s) of the Committee in order to comply with such
requirements.

         5. PERSONS ELIGIBLE FOR OPTIONS. Subject to the restrictions herein
contained, options may be granted from time to time in the discretion of the
Committee only to such Key Employees, as designated by the Committee, whose
initiative and efforts contribute or may be expected to contribute to the
continued growth and future success of the Company and/or its Subsidiaries.
Notwithstanding the preceding sentence, a Key Employee who renounces in writing
any right he may have to receive stock options under the Plan shall not be
eligible to receive any stock options under the Plan. No option shall be granted
to any Key Employee during any period of time when he is on leave of absence.
The Committee may grant more than one option, with or without stock appreciation
rights, to the same Key Employee.

         6. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 9
concerning payment for stock appreciation rights in shares of Common Stock and
subject to the provisions of the next succeeding paragraph of this Section 6,
the aggregate number of shares of Common Stock for which options may be granted
under the Plan shall be 100,000 Common Shares. Either treasury or authorized and
unissued Common Shares, or both, in such amounts, within the maximum limits of
the Plan, as the Committee shall from time to time determine, may be issued upon
exercise of the options. All Common Shares which are the subject of any lapsed,
expired or terminated options



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may be made available for reoffering pursuant to options granted under the Plan
to any Key Employee. If a stock appreciation right is granted in conjunction
with an option pursuant to Section 9, and if the option agreement with the
Optionee provides that exercise of the stock appreciation right shall be in lieu
of exercise of the options, and the stock appreciation right is thereafter
exercised in whole or in part, then the option or the portion thereof with
respect to which the stock appreciation right was exercised shall be deemed to
have been exercised and the Common Shares which otherwise would have been issued
upon exercise of such option, to the extent not used in payment for the stock
appreciation rights, may be made available for reoffering pursuant to options
granted under the Plan to any Key Employee.

         In the event that subsequent to the date of adoption of the Plan by the
Board, the outstanding Common Shares are, as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization, spin-off, split-off, split-up or other such change (including,
without limitation, any transaction described in Section 424(a) of the Code) or
a special dividend or other distribution to the Company's shareholders,
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company, then (i) there shall
automatically be substituted for each Common Share subject to an unexercised
option granted under the Plan and each Common Share available for additional
grants of options under the Plan the number and kind of shares of stock or other
securities into which each outstanding Common Share shall be exchanged, (ii) the
option price per Common Share or unit of securities shall be increased or
decreased proportionately so that the aggregate purchase price for the
securities subject to the option shall remain the same as immediately prior to
such event, and (iii) the Committee shall make such other adjustments to the
securities subject to options, the provisions of the Plan, and option agreements
as may be appropriate, equitable and in compliance with the provisions of
Section 424(a) of the Code to the extent applicable and any such adjustment
shall be final, binding and conclusive as to each Optionee. Any such adjustment
may, in the discretion of the Committee, provide for the elimination of
fractional shares. Notwithstanding the foregoing provisions of this Section 6,
no increase, decrease or change in the Common Shares shall reduce the option
price to a price less than the minimum price per share at which Common Shares
may be issued without first offering such shares to the current holders of
Common Shares in accordance with the provisions of the Company's Articles of
Incorporation in effect at the time of such increase, decrease or change in the
Common Shares.






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         7.       OPTION PROVISIONS.

                  (a) Option Price. The option price per share of Common Stock
which is the subject of an incentive stock option under the Plan shall be
determined by the Committee at the time of grant but shall not be less than one
hundred percent (100%) of the fair market value of a Common Share on the date
the option is granted; provided, however, that if a Key Employee to whom an
incentive stock option is granted is at the time of the grant a Substantial
Shareholder, the option price per Common Share shall be determined by the
Committee but shall never be less than one hundred ten percent (110%) of the
fair market value of a Common Share on the date the option is granted. The
option price per Common Share under each option granted pursuant to the Plan
which is not an incentive stock option shall be determined by the Committee at
the time of grant and may be above or below the fair market value of a Common
Share on the date the option is granted. Such fair market value shall be
determined in accordance with procedures to be established by the Committee. The
date on which the Committee approves the granting of an option shall be deemed
for all purposes hereunder the date on which the option is granted.
Notwithstanding the foregoing, no option shall be granted at an option price
less than the minimum price per share at which Common Shares may be issued
without first offering such shares to the current holders of Common Shares in
accordance with the provisions of the Company's Articles of Incorporation in
effect as of the date on which the option is granted.

                  (b) Period of Option. The Committee shall determine when each
option is to expire but no option shall be exercisable after ten (10) years have
elapsed from the date upon which the option is granted; provided, however, that
no incentive stock option granted to a person who is a Substantial Shareholder
at the time of the grant of such option shall be exercisable after five (5)
years have elapsed from the date upon which the option is granted.

                  (c) Limitation on Exercise and Transfer of Option. Except as
otherwise provided in the event of an Optionee's death, only the Optionee may
exercise an option, provided that a guardian or other legal representative who
has been duly appointed for such Optionee may exercise an option on behalf of
the Optionee. No option granted hereunder shall be transferable other than by
the Last Will and Testament of the Optionee or, if the Optionee dies intestate,
by the applicable laws of descent and distribution. No option granted hereunder
may be pledged or hypothecated, nor shall any such option be subject to
execution, attachment or similar process.

                  (d) Conditions Governing Exercise of Option. The Committee
may, in its absolute discretion, either require that, prior to the exercise of
any option granted hereunder, the Optionee shall have been an employee for a
specified period of time after the date such option was granted, or make any
option granted hereunder immediately exercisable. Each option shall be subject
to such additional restrictions or conditions with respect to the right to
exercise and the time and method of exercise as shall be prescribed by the
Committee. Upon satisfaction of any such conditions, the option may be exercised
in whole or in part at any time during the option period, but this right of
exercise shall be limited to whole shares, unless the Committee shall otherwise
provide. Options shall be exercised by the Optionee giving written notice to the
Company of the Optionee's exercise of the option accompanied by full payment of
the purchase price either in cash or, with the consent of the Committee, in
whole or in part in Common Shares having a fair market value on the



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date the option is exercised equal to that portion of the purchase price for
which payment in cash is not made. A dissolution or liquidation of the Company
or, unless the surviving corporation assumes said options, a merger or
consolidation in which the Company is not the surviving corporation, shall cause
each outstanding option to terminate, provided that during the option period
each Optionee shall have the right during the period prescribed in the option
agreement prior to such dissolution or liquidation, or merger or consolidation
in which the Company is not the surviving corporation, to exercise his option in
whole or in part.

                  (e) Termination of Employment, Etc. If an Optionee ceases to
be an employee of the Company and all Subsidiaries, his option shall, unless
otherwise provided in the option agreement between the Optionee and the Company,
terminate on the date he ceases to be so employed and neither he nor any other
person shall have any rights after the date he ceases to be so employed to
exercise all or any part of the option. An Optionee's employment shall not be
deemed to have terminated while he is on a military, sick or other bona fide
approved leave of absence from the Company or a Subsidiary as such a leave of
absence is described in Section 1.421-7(h) of the Federal Income Tax Regulations
or any lawful successor regulations thereto. If the stock option is an incentive
stock option, no option agreement shall

                             (i) permit any Optionee to exercise any incentive
                  stock option more than three (3) months after the date the
                  Optionee ceased to be employed by the Company and all
                  Subsidiaries if the reason for the Optionee's cessation of
                  employment was other than his death or his Disability; or

                            (ii) permit any Optionee to exercise any incentive
                  stock option more than one (1) year after the date the
                  Optionee ceased to be employed by the Company and all
                  Subsidiaries if the reason for the Optionee's cessation of
                  employment was the Optionee's Disability; or

                           (iii) permit any person to exercise any incentive
                  stock option more than one (1) year after the date the
                  Optionee ceased to be employed by the Company and all
                  Subsidiaries if either (A) the reason for the Optionee's
                  cessation of employment was his death or (B) the Optionee died
                  within three (3) months after ceasing to be employed by the
                  Company and all Subsidiaries.

If any option is by the terms of the option agreement exercisable following the
Optionee's death, then such option shall be exercisable by the Optionee's
estate, or the person designated in the Optionee's Last Will and Testament, or
the person to whom the option was transferred by the applicable laws of descent
and distribution.

                  (f) Limitations on Grant of Incentive Stock Options. During
the calendar year in which any incentive stock options granted under the Plan
first become exercisable by any Optionee, the aggregate fair market value of the
Common Shares which are subject to such incentive stock options (determined as
of the date the incentive stock options were granted) shall not exceed the sum
of One Hundred Thousand Dollars ($100,000.00). Options which are not designated
as incentive stock options shall not be subject to the limitation described in
the preceding sentence and



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shall not be counted when applying such limitation.

                  (g) Prohibition of Alternative Options. It is intended that
Key Employees may be granted, simultaneously or from time to time, "incentive
stock options" under Section 422 of the Code, or other stock options, but no Key
Employees shall be granted alternative rights in incentive stock options and
other stock options so as to prevent options granted as incentive stock options
under the Plan from qualifying as such within the meaning of Section 422 of the
Code.

                  (h) Waiver by Committee of Conditions Governing Exercise of
Option. The Committee may, in its discretion, waive any restrictions or
conditions set forth in an option agreement concerning an Optionee's right to
exercise any option and/or the time and method of exercise.

         8. AMENDMENTS TO THE PLAN. The Committee is authorized to interpret the
Plan and from time to time adopt any rules and regulations for carrying out the
Plan that it may deem advisable. Subject to the approval of the Board, the
Committee may at any time amend, modify, suspend or terminate the Plan. In no
event, however, without the approval of the Company's shareholders, shall any
action of the Committee or the Board result in:

                  (a) Amending, modifying or altering the eligibility
         requirements provided in Section 5 hereof;

                  (b) Increasing or decreasing, except as provided in Section 6
         hereof, the maximum number of shares for which options may be granted;

                  (c) Decreasing the minimum option price per share at which
         options may be granted under the Plan, as provided in Section 7(a)
         hereof;

                  (d) Extending either the maximum period during which an option
         is exercisable as provided in Section 7(b) hereof or the date on which
         the Plan shall terminate as provided in Section 12 hereof;

                  (e) Changing the requirements relating to the Committee; or

                  (f) Making any other change which would cause any option
         granted under the Plan as an incentive stock option not to qualify as
         an incentive stock option within the meaning of Section 422 of the
         Code; except as necessary to conform the Plan and the option agreements
         to changes in the Code or other governing law.

         9. STOCK APPRECIATION RIGHTS. The Committee may provide, at the time of
the grant of a stock option and upon such terms and conditions as it deems
appropriate, that an Optionee shall have the right with respect to all or a
portion of the options granted to him to elect to surrender such options in
exchange for the consideration set forth in this Section 9 in lieu of exercising
such options. Alternatively, the Committee may provide, at the time of the grant
of a stock option and upon such terms and conditions as it deems appropriate,
that an Optionee shall have the right with




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respect to all or a portion of the options granted to him to receive the
consideration set forth in this Section 9 upon exercising such options in
addition to any Shares of Common Stock purchased upon exercise thereof. Stock
appreciation rights must be specifically granted by the Committee; provided,
however, the Committee shall have no authority to grant stock appreciation
rights except in connection with the grant of a stock option pursuant to the
Plan, and no Optionee shall be entitled to such rights solely as a result of the
grant of an option to him. Stock appreciation rights, if granted, may be
exercised either with respect to all or a portion of the option to which they
relate. Stock appreciation rights shall not be transferable separate from the
option with respect to which they were granted and shall be subject to all of
the restrictions on transfer applicable to the said options. Stock appreciation
rights shall be exercisable only at such times and by such persons as are
specified in the option agreement governing the stock option with respect to
which the stock appreciation rights were granted. A stock appreciation right
shall provide that an Optionee shall have the right to receive a percentage, not
greater than One Hundred Percent (100%), of the excess over the option price, if
any, of the fair market value of the Common Shares covered by the option, as
determined by the Committee as of the date of exercise of the stock appreciation
right, in the manner provided for herein. Such amount shall be payable in one or
more of the following manners, as shall be determined by the Committee;

                  (a) in cash;

                  (b) in Common Shares having a fair market value equal to such
         amount; or

                  (c) in a combination of cash and Common Shares.

If payment is made in whole or in part in Common Shares, such payment shall
thereby reduce the number of shares available for the grant of options under
this Plan.

         In no event may any Optionee exercise any stock appreciation rights
granted hereunder unless such Optionee is then permitted to exercise the option
or the portion thereof with respect to which such stock appreciation rights
relate. If the option agreement with the Optionee provides that exercise of the
stock appreciation right shall be in lieu of exercise of the option, then (i)
upon the exercise of any stock appreciation rights, the option or that portion
thereof to which the stock appreciation rights relate shall be cancelled, and
(ii) upon the exercise of the option or that portion thereof to which the stock
appreciation rights relate, the stock appreciation rights shall be cancelled,
and the option agreement governing such option shall be deemed amended as
appropriate without any further action by the Committee or the Optionee. If the
option agreement with the Optionee provides that exercise of the stock
appreciation right shall be in addition to exercise of the option, then (i) upon
the exercise of any stock appreciation rights, the option or that portion
thereof to which the stock appreciation rights relate shall be deemed exercised
and (ii) upon the exercise of the option, the stock appreciation rights
corresponding thereto shall be deemed exercised to the extent the option is
exercised. The terms of any stock appreciation rights granted hereunder shall be
incorporated into the option agreement which governs the option with respect to
which the stock appreciation rights are granted, and shall be such terms as the
Committee shall prescribe which are not inconsistent with this Plan. The
granting of an option or stock appreciation right shall impose no obligation
upon the Optionee to exercise such option or right. The Company's obligation to



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satisfy stock appreciation rights shall not be funded or secured in any manner.

         10. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The Committee may
condition its grant of any option hereunder upon receipt of an investment
representation from the Optionee which shall be substantially similar to the
following:

                  "Optionee agrees that any Class A Common Shares of Hickok
         Incorporated which he may acquire by virtue of the exercise of this
         option shall be acquired for investment purposes only and not with a
         view to distribution or resale; provided, however, that this
         restriction shall become inoperative in the event the Class A Common
         Shares of Hickok Incorporated which are subject to this option shall be
         registered under the Securities Act of 1933, as amended, or in the
         event Hickok Incorporated is otherwise satisfied that the offer or sale
         of the Class A Common Shares of Hickok Incorporated which are subject
         to this option may lawfully be made without registration under the
         Securities Act of 1933, as amended."

The Company shall not be required to issue any certificates for Class A Common
Shares upon the exercise of an option or a stock appreciation right granted
under the Plan prior to (i) obtaining any approval from any governmental agency
which the Committee shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares to listing on any national
securities exchange on which the Common Shares may be listed, (iii) completion
of any registration or other qualification of the Common Shares under any state
or federal law or ruling or regulations of any governmental body which the
Committee shall, in its sole discretion, determine to be necessary or advisable,
or the determination by the Committee, in its sole discretion, that any
registration or other qualification of the Common Shares is not necessary or
advisable, and (iv) obtaining an investment representation from the Optionee in
the form set forth above or in such other form as the Committee, in its sole
discretion, shall determine to be adequate.

         11. GENERAL PROVISIONS.

               (a) Option Agreements Need Not Be Identical. The form and
substance of option agreements and grants of stock appreciation rights, whether
granted at the same or different times, need not be identical.

               (b) No Right To Be Employed, Etc. Nothing in the Plan or in any
option agreement shall confer upon any Optionee any right to continue in the
employ of the Company or a Subsidiary, or to serve as a member of the Board, or
to be entitled to receive any remuneration or benefits not set forth in the Plan
or such option agreement, or to interfere with or limit either the right of the
Company or a Subsidiary to terminate his employment at any time or the right of
the shareholders of the Company to remove him as a member of the Board with or
without cause.

               (c) Optionee Does Not Have Rights Of Shareholder. Nothing
contained in the Plan or in any option agreement shall be construed as entitling
any Optionee to any rights of a shareholder as a result of the grant of an
option until such time as Common Shares are actually issued to such Optionee
pursuant to the exercise of an option or stock appreciation right.





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               (d) Successors In Interest. The Plan shall be binding upon the
successors and assigns of the Company.

               (e) No Liability Upon Distribution Of Shares. The liability of
the Company under the Plan and any distribution of Common Shares made hereunder
is limited to the obligations set forth herein with respect to such distribution
and no term or provision of the Plan shall be construed to impose any liability
on the Company or the Committee in favor of any person with respect to any loss,
cost or expense which the person may incur in connection with or arising out of
any transaction in connection with the Plan.

               (f) Use Of Proceeds. The cash proceeds received by the Company
from the issuance of Common Shares pursuant to the Plan will be used for general
corporate purposes.

               (g) Expenses. The expenses of administering the Plan shall be
borne by the Company.

               (h) Captions. The captions and section numbers appearing in the
Plan are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of the Plan.

               (i) Number. The use of the singular or plural herein shall not be
restrictive as to number and shall be interpreted in all cases as the context
may require.

               (j) Gender. The use of the feminine, masculine or neuter pronoun
shall not be restrictive as to gender and shall be interpreted in all cases as
the context may require.

         12. TERMINATION OF THE PLAN. The Plan shall terminate on December 6,
2010, and thereafter no options shall be granted under the Plan. All options
outstanding at the time of termination of the Plan shall continue in full force
and effect according to the terms of the option agreements governing such
options and the terms and conditions of the Plan.

         13. GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Ohio and any applicable federal law.












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