Exhibit 10.2 Nedwin Performance-Vested Stock Option Agreement


    
      Exhibit
        10.2

      
        

      

    

     

    EXHIBIT
      A-2

    to
      

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    between

    DYADIC
      INTERNATIONAL, INC.

    and
      

    GLENN
      E. NEDWIN 

    


    


    PERFORMANCE
      VESTED STOCK OPTION AGREEMENT

    



    
      
         

         

      

      
         

        
          

        

      

      
         

      

    

     

    DYADIC
      INTERNATIONAL, INC.

    2001
      EQUITY COMPENSATION PLAN

    STOCK
      OPTION GRANT AGREEMENT

    


    This
      STOCK OPTION GRANT AGREEMENT (this “Agreement”),
      dated
      as of March 16, 2006 (the “Date
      of Grant”),
      is
      delivered by Dyadic International, Inc. (the “Company”)
      to
      GLENN E. NEDWIN (the “Grantee”).

    


    RECITALS

    


    A. Concurrently
      with the execution and delivery of this Agreement, the Grantee has entered
      into
      an employment agreement with the Company (as may be amended, restated or
      otherwise modified, the “Employment
      Agreement”)
      dated
      of even date herewith (the “Agreement
      Date”)
      but
      effective as of the “Effective Date” therein set forth, pursuant to which the
      Grantee will serve as the Chief Science Officer of the Company, as President
      of
      the BioSciences Business of the Company’s wholly-owned subsidiary and as a Vice
      President of the Company. 

    


    B. The
      Dyadic International, Inc. 2001 Equity Compensation Plan (as may be amended,
      restated or otherwise modified, the “Plan”)
      provides for the grant of options to purchase shares of common stock of the
      Company. A copy of the Plan has heretofore been furnished to the Grantee,
      receipt of which is hereby expressly acknowledged. Capitalized terms used but
      not otherwise defined herein shall have the meanings given such terms in the
      Plan.

    


    C. As
      contemplated in Section 1(a) of the Plan, the Board of Directors of the Company
      has appointed a committee (the “Committee”)
      to
      administer the Plan.

    


    D. To
      induce
      the Grantee to enter into the Employment Agreement and continue to perform
      the
      obligations specified therein and promote the best interests of the Company,
      the
      Committee has decided to Grant an Option to the Grantee under the Plan to
      purchase shares of Company Stock (“Shares”).
      

    


    AGREEMENT:

    


    NOW,
      THEREFORE, upon the condition that the Executive shall become an employee of
      the
      Company on the Effective Date, with the understanding that this Agreement shall
      become null and void if Executive does not become employed by the Company as
      set
      forth in Section 1.11 of the Employment Agreement, the parties to this
      Agreement, intending to be legally bound hereby, agree as follows:

    


    1. Grant
      of Option.
      Subject
      to the terms and conditions set forth in this Agreement and in the Plan, the
      Company hereby grants to the Grantee an Option to purchase 667,533 Shares at
      an
      exercise price of $5.92 per Share (which amount is the two times the closing
      trading price of the Shares on the Grant Date on the American Stock
      Exchange).
      The
      Option shall become exercisable in accordance with the terms of Paragraph 2
      below.  In accordance 

    
      
         

         

      

      
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    with
      Section 5(g) of the Plan, the Option shall be treated as an Incentive Stock
      Option except to the extent that the aggregate Fair Market Value of the Shares
      as of the date of the grant with respect to which Incentive Stock Option is
      for
      the first time by the Grantee during any calendar year under the Plan exceeds
      $100,000, then the Option, as to such excess, shall be treated as a Nonqualified
      Stock Option. 

    


    2. Exercisability
      of Option.
      The
      number of Shares in respect of which the Grantee shall be permitted to exercise
      the Option shall be based upon the achievement of performance benchmarks list
      of
      performance benchmarks listed on Schedule
      A
      attached
      hereto (each a “Performance
      Benchmark”)
      in
      accordance with the provisions of subsections (a) through (e), below,
provided
      that (i)
      exercisability of Shares is cumulative and (ii) there has not occurred a
      termination of the Grantee’s employment with the Company (the “Employment
      Relationship”)
      for
      any reason whatsoever (the date of such termination being hereinafter referred
      to as the “Termination
      Date”)
      prior
      to the achievement of any such Performance Benchmark.

    


    (a) Opposite
      each Performance Benchmark listed on Schedule
      A
      is the
      time within which such Performance Benchmark must be accomplished and the
      percentage of the Option (the “Applicable
      Percentage”)
      that,
      subject to the provisions set forth in (b) through (e) below, vests and becomes
      exercisable upon its timely completion, which are divided into “Technical
      Performance Benchmarks”
and
      “Business/Corporate
      Partnering Benchmarks.”
      

    


    (b) Each
      Performance Benchmark must be achieved on or before the date indicated opposite
      that Performance Benchmark on Schedule
      A.
      

    


    (c) Notwithstanding
      that the aggregate sum of the Applicable Percentages of all of the Performance
      Benchmarks listed on Schedule
      A
      exceeds
      100%, the maximum number of Shares which may be purchased under the Option
      shall
      be only 100% of the stated number of shares which are the subject of the Option.
      

    


    (d) The
      maximum percentage vesting of the Option that the Executive may derive from
      the
      successful completion of Technical Performance Benchmarks is 66.667%.


    


    (e) The
      maximum percentage vesting of the Option that Executive may derive from the
      successful completion of Business/Corporate Partnering Benchmarks is
      66.667%.

    


    (f) The
      term
“Corporate Partner” as used in Schedule A shall have the meaning assigned that
      term in the Employment Agreement.

    


    (g) Any
      reference in the Business/Corporate Partnering Benchmarks to the phrase,
“pending Company prospects” shall mean each prospective customer or Corporate
      Partner of the Company with whom the Company can reasonably demonstrate that
      it
      was, on the Grant Date, engaged in meaningful discussions about the possibility
      of a commercial business relationship between the Company and such
      Person.

    
      
         

         

      

      
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              3.

            	
              Term
                of Option.

            


    

     

    (a) The
      Option shall be exercisable for a term commencing with the Date of Grant and
      ending on the earlier of (i) fifth anniversary of the Date of Grant or (ii)
      the
      termination of the Plan, unless the Option is terminated at an earlier date
      in
      accordance with the provisions of this Agreement or the Plan.

    


    (b) Any
      portion of the Option that is not exercisable on the Termination Date shall
      terminate on that date. 

    


    (c) The
      Option, to the extent exercisable, shall automatically terminate upon the
      earlier of (x) the expiration of the period fixed in Paragraph 3(a), above,
      or
      (y) the first to occur of any of the following events:

    


    (i) Subject
      to clause (v) below, the expiration of the 90 day period following the
      Termination Date, if the termination is for any reason other than the Disability
      of the Grantee, his death or for Cause.

    


    (ii) Subject
      to clause (v) below, the expiration of the one (1) year period after the
      Termination Date, to the extent the Option is then unvested, if the termination
      of the Employment Relationship was on account of the Grantee’s
      Disability.

    


    (iii) The
      expiration of the one (1) year period after the Termination Date, if the reason
      for the termination of the Employment Relationship was on account of the
      Grantee’s death.

    


    (iv) The
      Termination Date, if the termination of the Employment Relationship was for
      Cause.

    


    (v) The
      provisions of clauses (i) and (ii) above to the contrary notwithstanding, if
      the
      Grantee engages in conduct that constitutes Cause after the Termination Date,
      the Option shall immediately terminate to the extent then unexercised
      (regardless of vesting).

    


    (d) In
      accordance with Section 5(e)(ii) of the Plan, if the provisions of either clause
      (iv) or clause (v) of Paragraph 3(c) applied to the termination of the Option,
      the Grantee shall automatically forfeit all Shares underlying any exercised
      portion of the Option for which the Company has not yet delivered the share
      certificates, upon refund by the Company of the exercise price paid by the
      Grantee for such Shares.

    
      
         

         

      

      
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    4. Exercise
      Procedures.
      

    


    (a) Subject
      to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part
      or
      all of the exercisable portion of the Option by giving the Committee written
      notice of intent to exercise in the manner provided in this Agreement,
      specifying the number of Shares as to which the Option is to be exercised.
      On
      the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
      with the approval of the Committee, by delivering Shares of the Company which
      shall be valued at their fair market value on the date of delivery (such
      valuation to be determined in the manner fixed in the Plan), (iii) payment
      through a broker in accordance with procedures permitted by Regulation T of
      the
      Federal Reserve Board or (iv) by such other method as the Committee may approve,
      provided that the Committee may, in its absolute discretion, impose from time
      to
      time such limitations as it deems appropriate on the use of Shares of the
      Company to exercise the Option. 

    


    (b) The
      obligation of the Company to deliver Shares upon exercise of the Option shall
      be
      subject to all applicable laws, rules, and regulations and such approvals by
      governmental agencies as may be deemed appropriate by the Committee, including
      such actions as Company counsel shall deem necessary or appropriate to comply
      with relevant securities laws and regulations. The Company may require that
      the
      Grantee (or other person exercising the Option after the Grantee's death)
      represent that the Grantee is purchasing Shares for the Grantee's own account
      and not with a view to or for sale in connection with any distribution of the
      Shares, or such other representation as the Committee deems appropriate. All
      obligations of the Company under this Agreement shall be subject to the rights
      of the Company as set forth in the Plan to withhold amounts required to be
      withheld for any taxes, if applicable. Subject to Committee approval, in its
      absolute discretion, the Grantee may elect to satisfy any income tax withholding
      obligation of the Company with respect to the Option by having Shares withheld
      up to an amount that does not exceed the minimum applicable withholding tax
      rate
      for federal (including FICA), state and local tax liabilities.

    


    5. Restrictions
      on Transfer of Shares.
      In
      addition to the restrictions imposed by the Plan on the transferability of
      the
      Shares acquired by an the Grantee’s exercise of the Option granted hereby,
      without the prior consent of the Company, for so long as the Company is not
      a
“Reporting Company” within the meaning of the Exchange Act of 1934, as amended,
      the Grantee shall make no transfer of the Shares (a) for a period of five (5)
      years following the date of this Agreement and (b) thereafter, to any competitor
      of the Company.

     

    6. Change
      of Control.
      The
      provisions of the Plan applicable to a Change of Control shall apply to the
      Option, and, in the event of a Change of Control, the Committee may take such
      actions as it deems appropriate pursuant to the Plan.

    


    7. Restrictions
      on Exercise.
      Only
      the Grantee may exercise the Option during the Grantee's lifetime and, after
      the
      Grantee's death, the Option shall be exercisable (subject to the limitations
      specified in the Plan) solely by the legal representatives of the Grantee,
      or by
      the person who acquires
      the right to exercise the Option by will or by the laws of descent and
      distribution, to the extent that the Option is exercisable pursuant to this
      Agreement.

    
      
         

         

      

      
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    8. Grant
      Subject to Plan Provisions.
      This
      grant is made pursuant to the Plan, the terms of which are incorporated herein
      by reference, and in all respects shall be interpreted in accordance with the
      Plan. The grant and exercise of the Option are subject to the provisions of
      the
      Plan and to interpretations, regulations and determinations concerning the
      Plan
      established from time to time by the Committee in accordance with the provisions
      of the Plan, including, but not limited to, provisions pertaining to (i) rights
      and obligations with respect to withholding taxes, (ii) the registration,
      qualification or listing of the Shares, (iii) changes in capitalization of
      the
      Company and (iv) other requirements of applicable law. The Committee shall
      have
      the authority to interpret and construe the Option pursuant to the terms of
      the
      Plan, and its decisions shall be conclusive as to any questions arising
      hereunder.

    


    9. No
      Employment or Other Rights.
      The
      grant of the Option shall not confer upon the Grantee any right to be retained
      by or in the employ or service of the Company and shall not interfere in any
      way
      with the right of the Company to terminate the Grantee's employment or service
      at any time. The right of the Company to terminate at will the Grantee's
      employment or service at any time for any reason is specifically
      reserved.

    


    10. No
      Shareholder Rights.
      Neither
      the Grantee, nor any person entitled to exercise the Grantee's rights in the
      event of the Grantee's death, shall have any of the rights and privileges of
      a
      shareholder with respect to the Shares subject to the Option, until certificates
      for Shares have been issued upon the exercise of the Option.

    


    11. Assignment
      and Transfers.
      The
      rights and interests of the Grantee under this Agreement may not be sold,
      assigned, encumbered or otherwise transferred except, in the event of the death
      of the Grantee, by will or by the laws of descent and distribution. In the
      event
      of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
      otherwise dispose of the Option or any right hereunder, except as provided
      for
      in this Agreement, or in the event of the levy or any attachment, execution
      or
      similar process upon the rights or interests hereby conferred, the Company
      may
      terminate the Option by notice to the Grantee, and the Option and all rights
      hereunder shall thereupon become null and void. The rights and protections
      of
      the Company hereunder shall extend to any successors or assigns of the Company
      and to the Company's parents, subsidiaries, and affiliates. This Agreement
      may
      be assigned by the Company without the Grantee's consent.

    


    12. Applicable
      Law.
      The
      validity, construction, interpretation and effect of this instrument shall
      be
      governed by and construed in accordance with the laws of the State of Florida,
      without giving effect to the conflicts of laws provisions thereof.

    


    13. Notice.
      Any
      notice to the Company provided for in this instrument shall be addressed to
      the
      Company in care of the Chief Executive Officer at the Company's principal
      executive offices,
      and
      any
      notice to the Grantee shall be addressed to such Grantee at the current address
      shown on the payroll of the Company, or to such other address as the Grantee
      may
      designate to the Company in writing. Any notice shall be delivered by hand,
      sent
      by telecopy 

    
      
         

         

      

      
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    or
      enclosed in a properly sealed envelope addressed as stated above, registered
      and
      deposited, postage prepaid, in a post office regularly maintained by the United
      States Postal Service.

    


    14. Counterparts.
      This
      Agreement may be signed in any number of counterparts and by facsimile
      signature, each of which shall be deemed to be an original, and all of which
      taken together shall be deemed to be one and the same instrument.

    


    15. Complete
      Understanding.
      This
      Agreement, together with the Plan, contains the entire agreement of the parties
      relating to the subject matter hereof and supersedes all prior agreements and
      understanding with respect to such subject matter, and the parties hereto have
      made no agreements, representations or warranties relating to the subject matter
      of this Agreement which are not set forth herein, provided that the Parties
      are
      parties to the Employment Agreement. Nothing contained in this Agreement shall
      be construed to limit or affect in any manner or to any extent the restrictions
      or prohibitions that are applicable to the Grantee under the Employment
      Agreement or the duration thereof. Similarly, except as expressly provided
      otherwise in this Agreement, nothing contained in the Employment Agreement
      shall
      be construed to limit or affect in any manner or to any extent the restrictions
      or prohibitions that are applicable to the Grantee under this
      Agreement.

    


    


    [Signature
      Page Follows]

    
      
         

         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused a duly authorized officer to execute
      this Agreement, and the Grantee has executed this Agreement, effective as of
      the
      Date of Grant.

    


    


    THE
      COMPANY:     GRANTEE:

    


    DYADIC
      INTERNATIONAL, INC.   

     

    By:
      /s/
      Mark A. Emalfarb                    
      Accepted:
      /s/
      Glenn E. Nedwin

          
Chief
      Executive Officer                      
      Glenn E. Nedwin

    


    


    
      
         

         

      

      
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    SCHEDULE
      A

    TO

    STOCK
      OPTION AGREEMENT 

    BETWEEN

    DYADIC
      INTERNATIONAL, INC. 

    AND

    GLENN
      E. NEDWIN 

    


    PERFORMANCE
      BENCHMARKS FOR VESTING OF P\V STOCK OPTION

     

    Technical
      Performance Benchmarks

     

     

    


     

     

    


     

     

    


     

     

    


     

     

    


     

     

    Business/Corporate
      Partnering Benchmarks

    
      
         

      

      
        9