ex4-2.htm


    DAIS ANALYTIC CORPORATION

    2000 INCENTIVE COMPENSATION  PLAN

    NON-QUALIFIED STOCK OPTION AGREEMENT

     

     

    THIS OPTION
AGREEMENT is made as of the ___ day of _________, 200_ (the “Option
Date”), between Dais Analytic Corporation, a New York corporation (the
“Company”), and _______________, an employee of the Company or one of its
subsidiaries (the “Optionee”).

    


    WHEREAS,
the Company established the 2000 Incentive Compensation Plan (the “Plan”) to
advance the interests of the Company by attracting and retaining qualified and
competent employees through encouragement of stock ownership in the Company;
and

    


    WHEREAS,
the Company desires to grant to the Optionee a nonqualified stock option to
purchase shares of the Company’s common stock, par value $.01 per share (the
“Common Stock”), pursuant to the Plan.

    


    NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, the parties hereto have agreed,
and do hereby agree, as follows:

    


    1. Grant of
Option.  The Company hereby grants to the Optionee the right
and Option (hereinafter called the “Option”) to purchase from the
Company  _______________ ________________ (_____________) shares (the
“Option Shares”) of the Common Stock of the Company, or any part of such number,
on the terms and conditions herein set forth.  It is intended that the
Option shall constitute a nonqualified stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

    


    2. Exercise
Price.  The exercise price of the Option Shares shall be
____________ ______________________________
($____) per share, as adjusted pursuant to paragraph 9 hereof.

    


    3. Term of
Option.  The term of the Option shall be for a period of ten
(10) years from the Option Date, subject to earlier termination as hereinafter
provided.

    


    4. Exercise of
Option.  Subject to the provisions of Sections 7 and 11 hereof,
the Option may be exercised during the term specified in Section 3 hereof as
follows:

    


    (a) from
and after the first anniversary of the date of this Stock Option Agreement, the
Option may be exercised as to one-third (1/3) of the total number of Option
Shares;


    
      
        
           

          130303-1

        

         


      

      
        1

        
          

        

      

      
         


      

    


    (b) from
and after the second  anniversary date of the date of this Stock
Option Agreement, the Option may be exercised as to two-thirds
(2/3)  of the total number of Option
Shares;  and

    


    (c) from
and after the third anniversary of the  date of this Stock Option
Agreement, the Option may be exercised as to all of the Option
Shares.

    


    5. Restrictions on
Disposition.  All Option Shares acquired by the Optionee
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition provided by Federal or state
law.  As a condition precedent to receiving Option Shares upon the
exercise of this Option, the Company may require that the Optionee submit a
letter to the Company stating that the Option Shares are being acquired for
investment and not with a view to the distribution thereof.  The
Company shall not be obligated to sell or issue any shares of Common Stock
pursuant to this Agreement unless, on the date of sale and issuance thereof, the
shares of Common Stock are either registered under the Securities Act of 1933,
as amended, and all applicable state securities laws, or are exempt from
registration thereunder.  All Option Shares issued to the Optionee
pursuant to this Agreement may bear a restrictive legend summarizing any
restrictions on transferability applicable thereto, including those imposed by
Federal and state securities laws.

    


    6. Not a Contract of
Service.  So long as the Optionee shall continue to be an
employee of the Company or one or more of its subsidiaries or affiliates, the
Option shall not be affected by any change in the Optionee’s
services.  Nothing in this Option Agreement shall confer upon the
Optionee any right to continue in the employment of the Company or of any of its
subsidiaries or affiliates, or interfere in any way with the right of the
Company or any such subsidiary or affiliate to terminate the services of the
Optionee at any time.

    


    7. Method of Exercising
Option.

    


    (a)
Subject to the terms and conditions of this Option Agreement and such
administrative regulations as may be adopted by the Compensation Committee of
the Board of Directors of the Company (the “Committee”), the Option may be
exercised by written notice to the Chief Financial Officer of the Company at the
principal office of the Company.  Such notice shall state the election
to exercise the Option and the number of Option Shares in respect of which it is
being exercised, and shall be signed by the person so exercising the
Option.  Such notice shall be accompanied by payment of the full
exercise price of such Option Shares, which payment shall be made either (i) in
cash, (ii) certified check or bank draft payable to the Company or (iii) by
delivery of shares of Common Stock of the Company with a Fair Market Value equal
to the exercise price, or by a combination of (i), (ii) and/or  (iii)
which together shall equal the exercise price.  The certificate or
certificates for the Option Shares as to which the Option shall have been so
exercised shall be registered in the name of the person so exercising the
Option, or if the Optionee so elects, in the name of the Optionee or one other
person as joint tenants, and shall be delivered as soon as practicable after the
notice shall have been received.


    
      
        
           

          130303-1

        

         


      

      
        2

        
          

        

      

      
         


      

    


    (b) For
purposes of this Agreement, “Fair Market Value” of the Common Stock on any given
date shall be determined by the Committee under the Plan as follows: (a) if the
Common Stock is listed for trading on one or more national securities exchanges,
or is traded on the automated quotation system of NASDAQ (the “NASDAQ”), the
average of the highest and lowest reported sales prices on the principal such
exchange or on NASDAQ on the date in question, or, if such Common Stock shall
not have been traded on such principal exchange on such date, the average of the
highest and lowest reported sales prices on such principal exchange or on NASDAQ
on the first day prior thereto on which such Common Stock was so traded; or (b)
if the Common Stock is not listed for trading on a national securities exchange
or on NASDAQ, as determined in good faith by the Committee, which determination
shall be final and binding on all parties.

    


    8. Withholding
Requirements.  Upon exercise of the Option by the Optionee and
prior to the delivery of Option Shares purchased pursuant to such exercise, the
Company shall have the right to require the Optionee to remit to the Company
cash or shares of Common Stock in an amount sufficient to satisfy applicable
federal and state tax withholding requirements.  The Company shall,
within two (2) business days after receiving from the Optionee notice that such
Optionee intends to exercise, or has exercised, all or a portion of the Option,
inform the Optionee as to whether it will require the Optionee to remit cash or
Common Stock for withholding taxes in accordance with the preceding
sentence.

    


    9. Adjustments.  The
number, class and price per share covered by the Option shall be adjusted by the
Committee, whose good faith determination with respect thereto shall be
conclusive, to reflect any stock dividend, common stock split, share
combination, exchange of shares, merger, consolidation, recapitalization,
separation, reorganization, liquidation or extraordinary dividend payable in
stock of a corporation other than the Company, all for the purpose of providing
dilution protection for the Common Stock, such that Optionee shall be entitled
to purchase the number of shares which Optionee would have been entitled to
receive immediately following such event had this Option been exercised in full
immediately prior to such event.

    


    10. General.  The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of Common Stock as will be sufficient to satisfy
the requirements of
this Option Agreement, shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares pursuant hereto and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.


    11.Termination.  In
the event an Optionee’s continuous status as an employee of the Company or a
subsidiary or affiliate of the Company terminates (other than for cause, as
determined by the Company)  Optionee (or his estate of legal
representatives, as the case may be) may exercise his Option, to the extent the
Optionee shall have been entitled to do so at the date of his or her termination
of employment pursuant to Section 4 hereof, for a period of 90 days
following  the date of such termination, or, for a longer period of
time as may be determined by the Committee, but in no event later than the
expiration of the term of the Option, and to
the extent that the Option is not exercised within such 90 day period, the
Option shall thereupon terminate and be of no further force or
effect.  In the event that termination of employment is for cause, the
Option, to the extent not exercised on or before the date of termination, shall
thereupon terminate and be of no further force or
effect.


    
      
        
           

          130303-1

        

         


      

      
        3

        
          

        

      

      
         


      

    


    


    12. Incorporation by Reference
of Plan Provisions.  Each and every one of the terms,
conditions and limitations of the Plan is hereby incorporated herein by this
reference, and all such terms, conditions and limitations supersede any
inconsistent provisions contained herein.  By accepting the grant of
the Option covered by this Agreement, the Optionee hereby expressly acknowledges
that he has received and read a copy of the Plan and that he agrees to be bound
by the terms, conditions and limitations of the Plan and this
Agreement.

    


    13. Status.  Neither
the Optionee nor the Optionee's executor, administrator, heirs or legatees shall
be or have any rights or privileges of a shareholder of the Company in respect
of the Option Shares issuable upon exercise of the Option granted hereunder
unless and until the Option is validly exercised and the Company has caused the
Optionee's name to be entered as the shareholder of record on the books of the
Company.

    


    14. Company
Authority.  The existence of the Option herein granted shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock of the Company or
the rights thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

    


    15. Disputes.  As
a condition of the granting of the Option herein granted, the Optionee agrees,
for the Optionee and the Optionee’s personal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Option Agreement shall be determined by the Committee, in its sole discretion,
and that any interpretation by the Committee of the terms of this Option
Agreement shall be final, binding and conclusive.

    


    16. Binding
Effect.  This Option Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

    


    17. Governing
Law.  This Option Agreement is a New York contract and shall be
construed under and be governed in all respects by the laws of New York, without
giving effect to the conflict of laws principles of New York law.

    


    [Remainder
of this page left intentionally blank]


    
      
        
           

          130303-1

        

         


      

      
        4

        
          

        

      

      
         


      

    


    IN WITNESS
WHEREOF, the Company has caused this Option Agreement to be duly executed
by an officer hereunto duly authorized, and the Optionee has hereunto set his or
her hand, all as of the day and year first above written.

    


    DAIS
ANALYTIC CORPORATION

    


    


    By:____________________________

          Name:
_______________________

          Title:   _______________________

    


    


    OPTIONEE

    


    By:_____________________________

                Signature

    


    Name:___________________________

    Address:_________________________

    ­

    


    


    


    


    


    


    


    


    



    
      
        
           

          130303-1

        

         


      

      
        5