Exhibit 10.2


 


SOLITRON DEVICES, INC.


 


STAND-ALONE OPTION GRANT AGREEMENT


 


THIS STAND-ALONE
OPTION GRANT AGREEMENT (this “Agreement”) is effective as of the 1st day of December, 2000 (the “Grant
Date”) by and between Solitron Devices, Inc., a Delaware corporation (the “Company”), and Shevach Saraf (the
“Optionee”).


 


RECITALS


 


WHEREAS,
the Optionee and the Company have executed that certain employment agreement dated December 1, 2000 (the “Employment Agreement”);
and


 


WHEREAS,
the Optionee and the Company wish to memorialize herein in greater detail certain provisions of the Employment Agreement setting
forth the rights of the Optionee to acquire equity interests in the Company.


 


NOW, THEREFORE,
in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:


 


1.            
Grant of Option.  This Agreement evidences the Company’s December 1, 2000 grant to the Optionee of
the right and option (the "Option") to purchase, subject to and on the terms and conditions set forth herein, the aggregate
of 254,624 shares (the “Option Shares”) of Company Common Stock (as defined below), at an exercise price equal to $0.40
per Option Share, which is at least equal to the fair market value of such Option Shares on the Grant Date for purposes of Section
409A of the Internal Revenue Code of 1986, as amended ("Section 409A of the Code"). For purposes of this Agreement, Company
Common Stock shall mean common stock of the Company, $0.01 par value per share, or, in the event that the outstanding Company common
stock is hereafter changed into or exchanged for different stock or securities, such other stock or securities, as provided for
herein.


 


2.            
Method of Exercise of Option and Option Period. The Option may be exercised in whole or in part by giving written
notice to the Company, in the form approved by the Company, specifying the number of Option Shares to be purchased, accompanied
by payment in full of the purchase price, in cash, or by check or any other consideration as may be acceptable to the Company
in its sole and absolute discretion. Unless terminated pursuant to this Agreement, this Option shall continue indefinitely.


 


3.            
Tax Withholding.  The Company may make such provisions and take such steps as it may deem necessary or
appropriate for the withholding of any taxes that the Company is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection with the grant, vesting or exercise of an Option,
including, but not limited to: (i) an Optionee may elect, subject to the approval in advance by the Company, to satisfy the withholding
requirement, if any, in whole or in part, by having the Company withhold shares of Company Common Stock that would otherwise be
transferred to Optionee having a fair market value, on the date the tax is to be determined, equal to the Company's tax withholding
obligation in connection with the Option, provided that such election is made in writing and signed by the Optionee; (ii) withholding
the amount due from any such person’s wages or compensation due to such person; or (iii) requiring the Optionee to pay the
Company cash in the amount the Company is required to withhold with respect to such taxes as condition to the exercise of the Option.


 






    	 



    	 



    

 


4.            
No Transferability; Limited Exception to Transfer Restrictions.  The Option is not transferable and may
be exercised solely by the Optionee during his lifetime or after his death by the person or persons entitled thereto under his
will or the laws of descent and distribution.  The Company, in its sole discretion, may permit a transfer of the Option
in whole or in part to (a) a trust for the benefit of the Optionee, (b) a member of the Optionee’s immediate family (or a
trust for his or her benefit) or (c) pursuant to a domestic relations order. Any attempt to transfer, assign, pledge or otherwise
dispose of, or to subject to execution, attachment or similar process, the Option in whole or in part contrary to the provisions
hereof shall be void and ineffective and shall give no right to the purported transferee.


 


5.            
No Employment Rights.  Nothing contained in this Agreement shall confer upon the Optionee any right to
continue in the employ or other service of the Company or any of its subsidiaries, nor constitute any contract or agreement of
employment or other service, nor shall interfere in any way with the right of the Company to change the Optionee’s compensation
or other benefits or to terminate the employment of the Optionee, with or without cause; provided, however, that
nothing contained in this Agreement shall adversely affect any independent contractual right of the Optionee, including but not
limited to the Optionee’s rights under the Employment Agreement, without his consent thereto.


 


6.            
Regulations.  This Agreement, the grant and exercise of the Option hereunder and the obligation of the
Company to issue Option Shares under the Option shall be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies, national securities exchanges and interdealer quotation systems as may be required.  Additionally,
notwithstanding any other provision in this Agreement, the Option may not be exercised in whole or in part unless and until the
Option Shares to be issued upon the exercise thereof have been registered under the Securities Act of 1933, as amended, and applicable
state securities laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United States.  The
Company shall not be under any obligation to register under applicable federal or state securities laws any Option Shares to be
issued upon the exercise of the Option granted hereunder in order to permit the exercise of the Option in whole or in part and
the issuance and sale of Option Shares subject to the Option, although the Company may in its sole discretion register Option Shares
at such time as the Company shall determine.  If exemption from registration is utilized, the Option Shares to be issued
upon the exercise of the Option may bear the restrictive legends set forth in Section 7. Further, the Company may give appropriate
stop transfer instructions with respect to the Option Shares to the Company’s transfer agent.


 






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7.            
Legends. All certificates representing the Option Shares shall, when applicable, have endorsed thereon the following
legends:


 


“THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION OR QUALIFICATION
THEREOF UNDER SUCH ACT AND SUCH APPLICABLE STATE OR OTHER JURISDICTION’S SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.”


 


8.            Adjustment and Termination upon Certain Events.


 


8.1            Adjustments.  If following the Grant Date, there is any reclassification, recapitalization, stock split,
stock dividend, reorganization, merger, combination, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Company Common Stock or other securities of the Company, or there shall occur any similar, unusual or extraordinary transaction
or event in respect of the Company Common Stock, then the Company shall make appropriate and equitable adjustment to any or all
of (i) the number, percentage and/or type of Company Common Stock (or other securities) which are the subject of the Option
and/or, (ii)  the purchase, or exercise price of the Option Shares pursuant to the Option.


 


8.2            Termination. The Option shall expire upon exercise and, if the Optionee’s employment with and other service
to the Company and its subsidiaries terminates for any reason, the Option shall expire 1 year following such termination.


 


9.            Limitation of Liability.  No shareholder of the Company, or any officer or employee of the Company acting
on behalf of the Company, shall be personally liable for any action, determination or interpretation taken or made in good faith
with respect to this Agreement, and all shareholders of the Company and each and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.


 


10.          Assignment.  Except as expressly provided herein, neither this Agreement nor any of the rights or obligations
hereunder may be assigned or delegated by any party hereto without the express written consent of the other party hereto, provided,
however, that no consent will be required for the assignment to any successor to all or substantially all of the Company’s
assets or business (whether by purchase, merger, consolidation or otherwise).


 






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11.          Notices.  All notices provided for in this Agreement will be in writing signed by the party giving such
notice sent by (i) registered or certified mail, return receipt requested, (ii) any prepaid overnight courier delivery service
then in general use, (iii) hand or (iv) facsimile transmission or similar means of communication if such transmission of such notice
is confirmed immediately by any of the other means set forth above, as follows:


 


If to the Company:


 


Solitron Devices, Inc.


3301 Electronics Way


West Palm Beach


Florida 33407


  


If to Optionee:  


 


Shevach Saraf


3301 Electronics Way


West Palm Beach


Florida 33407


 


or at such other address as will be
indicated to either party in writing.  Notice of change of address will be effective only upon receipt. A notice provided
in the manner required herein will be deemed given: (i) if delivered personally, upon delivery; (ii) if sent by overnight courier,
on the first business day after it is sent; (iii) if mailed, three business days after mailing; and (iv) if sent by fax, upon actual
receipt of the fax or confirmation thereof (whichever is first).


 


12.          Waiver.  The Company’s failure to enforce any provision of this Agreement will not constitute a waiver
of its right to enforce such provision.  The parties reserve the right to waive by mutual written consent for a specific
period and under specific conditions any provision of this Agreement, provided that such waiver shall be limited to the period
and conditions specified by mutual written consent and shall in no way constitute a general waiver, or be considered as evidence
of any given interpretation of any provision so waived.


 


13.          Governing Law; Jurisdiction.  This Agreement will be governed and construed in accordance with the laws
of the State of Florida applicable to agreements executed and to be performed wholly within such State, without regard to any principles
of conflicts of law. Each party agrees that any action or proceedings relating to this Agreement seeking injunctive relief or enforcement
of an arbitration award may be instituted against such party in any appropriate court in the State of Florida and hereby irrevocably
submits to the jurisdiction of the State of Florida and Federal courts of the State of Florida and waives any claim of forum nonconveniens
with respect thereto.


 


14.          Descriptive Headings.  The Section headings contained herein are for reference purposes only and will not
in any way affect the meaning or interpretation of this Agreement.


 


15.          Severability.  If any provision of this Agreement is held to be unenforceable for any reason, it shall
be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible. In any event, all other
provisions of this Agreement shall be deemed valid and enforceable to the extent possible.


 






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16.          Entire Agreement.  The parties hereto acknowledge that each has read this Agreement, understands it, and
agrees to be bound by its terms.  The parties further agree that this Agreement, the Employment Agreement and any modifications
made pursuant hereto and thereto constitute the complete and exclusive written expression of the terms of the agreement between
the parties, and supercede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions,
warranties, covenants, and all other communications between the parties relating to the Option.  This Agreement may not
be amended, changed or modified absent a writing signed by both parties.


 


17.          Counterparts.  This Agreement may be executed in one or more counterparts, which, together, will constitute
one and the same agreement.


 


18.          Section 409A of the Code. The Agreement is intended not to provide for deferral of compensation for purposes of Section
409A of the Code. The provisions of the Agreement shall be interpreted in a manner that promotes the intent expressed in the immediately
preceding sentence and the Agreement shall be administered accordingly. If any provision, term or condition of the Agreement would
otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as
to avoid such conflict.


 


In the event that
following the application of the immediately preceding paragraph, the Option is subject to Section 409A of the Code, the provisions
of Section 409A of the Code and the regulations issued thereunder are incorporated herein by reference to the extent necessary
for the Option to comply therewith. In such event, the provisions of the Agreement shall be interpreted in a manner that satisfies
the requirements of Section 409A of the Code and the related regulations, and the Agreement shall be administered accordingly.
If any provision of the Plan or any term or condition of any Option would otherwise frustrate or conflict with this intent, the
provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.


 


Notwithstanding
any other provisions of the Agreement, the Company does not guarantee to the Optionee that the Option is exempt from or complies
with Section 409A of the Code, nor will the Company indemnify, defend or hold harmless any individual with respect to the tax consequences
of any failure to be so exempt or to so comply.


 


19.          Compliance With Laws.  Notwithstanding anything else contained herein to the contrary, this Agreement,
the granting and vesting of the Option and the offer, issuance and delivery of Company Common Stock under this Agreement are subject
to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal
securities laws) and to such approvals by any listing, regulatory or governmental authority as may be necessary or advisable in
connection therewith. Any securities delivered in respect of this Agreement will be subject to such restrictions, and the person
acquiring such securities will, if requested by the Company, provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with all applicable legal requirements.


 


[Signatures on
the Next Page]


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on May 13, 2013.


 





	 	SOLITRON DEVICES, INC.
	 	 
	 	/s/ Jacob Davis
	 	Name: Dr. Jacob
    Davis
	 	Title:    Chairman,
    Compensation Committee







 





	 	SHEVACH SARAF
	 	 
	 	/s/ Shevach Saraf







 


 


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