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                                                                     Exhibit 4.5

                          NAPCO SECURITY SYSTEMS, INC.

                         2002 EMPLOYEE STOCK OPTION PLAN

         1.       Purpose of the Plan. This 2002 Employee Stock Option Plan
(hereinafter referred to as the "Plan") is intended to encourage ownership of
stock of Napco Security Systems, Inc. (hereinafter referred to as the
"Corporation") by key employees of the Corporation and its subsidiaries, if any,
to attract and retain high caliber personnel upon whose judgment, skill and
initiative the success of the Company is dependent and to provide additional
incentive for them to promote the success of the Corporation. As used in the
Plan, the term "subsidiary" shall have the same meaning as the term "subsidiary
corporation" defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code"). Options granted to employees under the Plan may be either
incentive stock options ("Incentive Stock Options"), within the meaning of
Section 422(b) of the Code, or options that do not constitute Incentive Stock
Options.

         2.       Scope of the Plan. Three Hundred Forty Thousand (340,000)
shares of the Corporation's Common Stock, par value $.01 per share (hereinafter
referred to as "Common Stock"), shall be available and reserved for issue under
the Plan subject, however, to the provisions of Section 11 hereof. Shares issued
under the Plan may be, in whole or in part, as determined by the Committee,
authorized but unissued shares of Common Stock or treasury shares. If an option
should expire or terminate for any reason without having been exercised in full,
the unpurchased shares that were subject thereto shall, unless the Plan shall
have terminated, become available for other options under the Plan. Common Stock
shall not be issued in respect of an option granted under the Plan unless the
exercise of such option and the issuance and delivery of shares of Common Stock
pursuant thereto shall comply with all relevant provisions of law, including the
Securities Act of 1933, as amended, the rules and regulations thereunder, the
Securities Exchange Act of 1934, as amended, the rules and regulations
thereunder, and the requirements of any stock exchange upon which the Common
Stock may then be listed.

         3.       Administration of the Plan. The Plan shall be administered by
the Compensation/Stock Option Committee (hereinafter sometimes referred to as
the "Committee") of the Board of Directors of the Corporation. The Committee
shall be composed of two or more persons who shall be designated by the Board to
administer the Plan. Each member of the Committee, while serving as such, shall
be a member of the Board and shall be a "non-employee director" within the
meaning of Rule 16b-3 under the Securities and Exchange Act of 1934.

                  (a)      The Committee shall have the full power to grant
                           options under the Plan, to

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                           construe and interpret the Plan, and to establish
                           rules and regulations and perform all other acts it
                           believes reasonable and proper, including the
                           authority to delegate responsibilities to others to
                           assist in administering the Plan.

                  (b)      The determination of those eligible to receive
                           options, and the amount, type and terms and
                           conditions of each Stock Option shall rest in the
                           sole discretion of the Committee, subject to the
                           provisions of the Plan.

         4.       Eligibility. Options may be granted only to valued key
employees (including officers and directors who are employees) of the
Corporation or any subsidiary; provided, however, that no option shall be
granted hereunder to any person who owns more than 10% of the Common Stock
determined in accordance with the provisions of Section 422(b)(6) of the Code
unless the Option meets the requirements of Section 422(c)(5) of the Code.

         5.       Option Price. The purchase price to be paid for Common Stock
issued pursuant to the exercise of any option granted under the Plan shall be
not less than the fair market value of such stock on the date the option is
granted as provided in Section 13 hereof (but in no event less than the par
value of the Common Stock), and shall not thereafter be subject to reduction
except as provided in Section 11 hereof; provided, however, that the purchase
price to be paid for Common Stock issued pursuant to an option granted to an
individual who, at the time of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or its subsidiaries, as described in Section 422(b)(6) of the Code,
shall, as provided by Section 422(c)(5) of the Code, be not less than 110% of
the fair market value of the Common Stock. For purposes under the Plan, the fair
market value of a share of Stock on a particular date shall be equal to the last
reported sales price of the Common Stock (i) reported by the National Market
System of NASDAQ on that date or (ii) if the Common Stock is listed on a
national stock exchange, reported on the stock exchange composite tape on that
date; or, in either case, if no prices are reported on that date, on the last
preceding date on which such price of the Common Stock is so reported. If the
Common Stock is traded over the counter at the time a determination of its fair
market value is required to be made hereunder, its fair market value shall be
deemed to be equal to the average between the reported high and low or closing
bid and asked prices of Common Stock on the most recent date on which Common
Stock was publicly traded. In the event Common Stock is not publicly traded at
the time a determination of its value is required to be made hereunder, the
determination of its fair market value shall be made by the Committee in such
manner as it deems appropriate.

         6.       Term of Options. The Committee shall establish the term of any
option granted under the Plan provided however that no option shall be
exercisable after the expiration of 10 years from the date of grant of the
option.

         7.       Non-Transferability of Options. An option granted under the
Plan shall by its terms not be transferable and an option may be exercised,
during the lifetime of the holder of the option, only by such holder; provided
however, an option may be transferred by will or the laws of descent and
distribution, to the estate of a deceased employee, and such option may be
exercised by the estate's legal

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representative within three (3) months of the date of death. More particularly,
but without limiting the generality of the foregoing, and subject to the
preceding sentence, an option may not be assigned, transferred, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and will not
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of any option
contrary to the provisions of the Plan, and any levy of any attachment or
similar process upon an option will be null and void and without effect.

         8.       Annual Limitation on Options Granted. To the extent that the
aggregate fair market value of stock with respect to which incentive stock
options (determined without regard to this subsection) are exercisable for the
first time by any individual during any calendar year (under all plans of the
Corporation and its subsidiaries) exceeds One Hundred Thousand Dollars
($100,000) (or such other limit as may be in effect from time to time under the
Code), such options shall be treated as options which are not incentive stock
options.

         9.       Exercise of Options. Except as hereinafter provided in this
Section 9 and in Section 10, options may be exercised within the year of grant
with respect to no more than twenty percent (20%) of the total number of shares
of Common Stock subject to such grant. Thereafter, during each succeeding year
beginning on an anniversary date, options with respect to an additional twenty
percent (20%) of the total number of shares subject to a grant may be exercised.
However, no option shall be exercisable after the expiration of the term of the
option. Moreover, except as provided herein, an option shall not be exercisable
unless the holder thereof shall, at the time of exercise, be an employee of the
Corporation or a subsidiary.

                  Notwithstanding anything herein to the contrary, such holder's
options will vest and become immediately exercisable in full upon a change in
control. For purposes of this Plan, a "change in control" shall mean:

                       (i) either (x) any merger or consolidation of the
                  Corporation into or with another corporation, (y) the
                  acquisition by another person, group or entity after the date
                  hereof of beneficial ownership of more than 25% of the Common
                  Stock of the Corporation (such person, group or entity
                  reporting, or being required to report, the acquisition
                  pursuant to Section 13 of the Securities Exchange Act of
                  1934), or (z) the commencement of a non-issuer tender offer
                  seeking to acquire more than 25% of the Common Stock of the
                  Corporation, or

                       (ii) any sale by the Corporation of substantially all of
                  the assets and business of the Corporation for cash, stock, or
                  any combination thereof, unless, immediately after such sale,
                  the holders of Common Stock of the Corporation immediately
                  prior to such sale own more than 50% or more of the voting
                  capital stock of the acquiring corporation or, if the
                  acquiring person or entity is not a corporation, more than 50%
                  of the voting equity interests of such acquiring person or
                  entity, or

                       (iii) if a majority of Corporation's Board of Directors
                  consists of individuals who

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                  were not Incumbent Directors. "Incumbent Directors" shall mean
                  directors who either (A) are directors of the Corporation as
                  of the date hereof, or (B) are elected, or nominated for
                  election, to the Board with the affirmative votes of at least
                  a majority of the Incumbent Directors at the time of such
                  election or nomination.

                  The purchase price of any shares as to which an option shall
be exercised shall be paid in full at the time of exercise. Payment may be made:

                           (i)    in United States dollars by good check, bank
                  draft or money order payable to the order of the Corporation;
                  or

                           (ii)   at the discretion of the Committee as set
                  forth in the Option grant or at any time prior to the exercise
                  by an Option holder by the transfer to the Corporation of
                  shares of Common Stock owned by the holder of the option
                  having an aggregate fair market value on the date of exercise
                  equal to the purchase price or the portion thereof being paid;
                  or

                           (iii)  at the discretion of the Committee and subject
                  to any restrictions or conditions as it deems appropriate
                  (including any restrictions as may be set forth in Rule 16b-3
                  under the Securities and Exchange Act of 1934), by electing to
                  have the Corporation withhold from the shares issuable on
                  exercise of the option such number of shares of Common Stock
                  as shall have an aggregate fair market value on the date of
                  exercise equal to the purchase price or the portion thereof
                  being paid; or

                           (iv)   at the discretion of the Committee by a
                  combination of (i) and (ii) or (i) and (iii) above.

The Committee shall determine the procedures for the use of Common Stock in
payment of the purchase price and may impose such limitations and prohibitions
on such use as it deems appropriate.

         The holder of an option shall not have any of the rights of a
stockholder with respect to the shares covered by his option until such shares
shall have been issued to him (as evidenced by the appropriate entry on the
books of a duly authorized transfer agent of the Corporation) upon the purchase
of such shares upon exercise of the option.

         Any holder who disposes of shares of Common Stock acquired on the
exercise of an Incentive Stock Option by sale or exchange either (a) within two
years after the date of the grant of the Option under which such shares were
acquired or (b) within one year after the acquisition of such shares, shall
notify the Corporation in writing of such disposition and of the amount realized
upon such disposition promptly after the disposition.

         10.      Exercise Upon Cessation of Relationship With Corporation.
Except as provided in Sections 7 and 9 above, the right of a holder of an option
to exercise such option shall terminate

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immediately upon voluntary termination of service as an employee or dismissal,
disability, retirement, death or otherwise. Option agreements may contain such
provisions as the Committee shall approve with reference to the effect of
approved leaves of absence.

         11.      Adjustments. (a) In the event of a recapitalization, stock
split, stock combination, stock dividend, exchange of shares, or a change in the
corporate structure or shares of the Corporation, or similar event, the Board of
Directors upon recommendation of the Committee shall make appropriate
adjustments in the kind or number of shares which may be issued upon exercise of
options and in the kind or number of shares issuable upon exercise of options
theretofore granted and in the exercise price of such options.

                  (b) If the Corporation shall be a party to a merger or
consolidation or shall sell substantially all its assets, each outstanding
option shall pertain and apply to the securities and/or property which a holder
of the number of shares of Common Stock subject to the option immediately prior
to such merger, consolidation, or sale of assets would be entitled to receive in
such merger, consolidation or sale of assets.

         12.      Effectiveness of the Plan. The Plan shall become effective as
of October 24, 2002, but shall be subject to approval by the holders of Common
Stock at a meeting of stockholders of the Corporation duly called and held no
later than twelve months after the date of adoption of the Plan by the Board of
Directors.

         13.      Time of Granting Options. The date of grant of an option under
the Plan shall, for all purposes, be the date on which the Board of Directors
makes the determination granting such option; and no grant shall be deemed
effective under the Plan prior to such date. Notice of the determination shall
be given to each employee to whom an option is so granted within a reasonable
time after the date of such grant.

         14.      Termination and Amendment of the Plan. The Plan shall
terminate ten (10) years from the date on which it is adopted by the Board of
Directors. Prior thereto, the Board of Directors may terminate the Plan at any
time; provided, however, that any such termination shall not affect any options
then outstanding under the Plan. No options under the Plan may be granted after
termination of the Plan.

         The Board of Directors from time to time may make such modifications or
amendments of the Plan and, with the consent of the holder of an option, of the
terms and conditions of his option, as it shall deem advisable, but may not,
without further approval of the stockholders of the Corporation, except as
provided in Section 11 hereof (a) increase the maximum number of shares which
shall be available and reserved for issue under the Plan, or (b) change the
employees or class of employees eligible to receive options, or (c) extend the
term of the Plan beyond the period provided in this paragraph.

         Neither the termination nor any modification or amendment of the Plan
shall, without the consent of the holder of an option theretofore granted under
the Plan, adversely affect the rights of such holder with respect to such
option.

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         15.      Section 16 of the Securities Exchange Act of 1934. It is
intended that the Plan and any grant of an option made to a person subject to
Section 16 of the 1934 Act meet all requirements of Rule 16b-3. If any provision
of the Plan or any such option would disqualify the Plan or such option under,
or would otherwise not comply with, Rule 16b-3, such provision or option shall
be construed or deemed amended to conform to Rule 16b-3.

Dated as of: October 24, 2002
                                                 NAPCO SECURITY SYSTEMS, INC.

                                                 By: /s/ Richard Soloway
                                                    Richard Soloway, President
ATTEST:

By: /s/ Kevin S. Buchel
    Kevin S. Buchel, Senior Vice President

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