Exhibit 4.2


 


SONO-TEK CORPORATION


2013 STOCK INCENTIVE PLAN


NOTICE OF STOCK OPTION AWARD


	 	 	 	 	 
	 	 	Grantee’s Name and Address:	 	__________________________ 
	 	 	 	 	 __________________________
	 	 	 	 	 


 


You (the “Grantee”) have been granted an option to purchase
shares of Sono-Tek Corp. Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”),
the Sono-Tek Corporation 2013 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option
Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Notice.


	 	 	 
	Date of Award:	 	 
	 	 	 
	Exercise Price per Share:	 	$0.00
	 	 	 
	Total Number of Options:	 	 
	 	 	 
	Type of Option:	 	Incentive Stock Option  (one option = one share)
	 	 	 
	Expiration Date:	 	 
	 	 	 
	Post-Termination Exercise Period:	 	Ninety Days from Termination Date


 


Vesting Schedule:


Subject to the Grantee’s Continuous Service and other limitations
set forth in this Notice, the Plan and the Option Agreement, the Option may be exercised, in whole or in part, in accordance with
the following schedule:


 


	Date	Number of Options
	 	 
	 	 
	 	 


 


In the event of termination of the Grantee’s Continuous Service for
Cause, the Grantee’s right to exercise the Option shall terminate concurrently with the termination of the Grantee’s
Continuous Service, except as otherwise determined by the Administrator.


 


THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES
SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING
IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION
OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE
COMPANY OR RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT
CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE
COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL.




     


     

    

 


The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement,
and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of
the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions
of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all questions of interpretation and administration
relating to this Notice, the Plan and the Option Agreement shall be resolved by the Administrator in accordance with Section 15
of the Option Agreement. The Grantee further agrees to the venue selection in accordance with Section 16 of the Option Agreement.
The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice.


   


IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice
and agree that the Option is to be governed by the terms and conditions of this Notice, the Plan, and the Option Agreement.


 


	Sono-Tek Corporation,	 	 	 	 
	a New York corporation	 	 	 	 
	 	 	 	 	Attest	 	 
	 	 	 	 	 	 	 
	By:________________________	 	By:	 	 ____________________	 	 
	 	 	 	 	 	 	 
	Title: Chief Executive Officer	 	Title:	 	 Chief Financial Officer	 	 


 


	 	 	 	 	 	 	 	 	 
	Dated:	 	 	 	Signed:	 	______________________	 	 
	 	 	 	 	 	 	
         

        Grantee
	 	 




     


     

    

 


SONO-TEK CORPORATION


2013 STOCK INCENTIVE PLAN


STOCK OPTION AWARD AGREEMENT


 


1. Grant of Option. Sono-Tek Corporation,
a New York corporation (the “Company”), hereby grants to the Grantee (the “Grantee”) named in the Notice
of Stock Option Award (the “Notice”), an option (the “Option”) to purchase the Total Number of Shares of
Common Stock subject to the Option (the “Shares”) set forth in the Notice, at the Exercise Price per Share set forth
in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this Stock Option Award Agreement
(the “Option Agreement”) and the Company’s 2013 Stock Incentive Plan, as amended from time to time (the “Plan”),
which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Option Agreement.


 


If designated in the Notice as an Incentive Stock Option,
the Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. However, notwithstanding
such designation, the Option will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation
of Section 422(d) of the Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the
aggregate Fair Market Value of the Shares subject to options designated as Incentive Stock Options which become exercisable for
the first time by the Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company).
For purposes of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted,
and the Fair Market Value of the shares subject to such options shall be determined as of the grant date of the relevant option.


 


2. Exercise of Option.


 


(a) Right to Exercise. The Option shall be exercisable
during its term in accordance with the Vesting Schedule set out in the Notice and with the applicable provisions of the Plan and
this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan relating to the exercisability
or termination of the Option in the event of a Corporate Transaction or Change in Control. The Grantee shall be subject to reasonable
limitations on the number of requested exercises during any monthly or weekly period as determined by the Administrator. In no
event shall the Company issue fractional Shares.


 


(b) Method of Exercise. The Option shall be exercisable
by delivery of an exercise notice (a form of which is attached as Exhibit A) or by such other procedure as specified from
time to time by the Administrator which shall state the election to exercise the Option, the whole number of Shares in respect
of which the Option is being exercised, and such other provisions as may be required by the Administrator. The exercise notice
shall be delivered in person, by certified mail, or by such other method (including electronic transmission) as determined from
time to time by the Administrator to the Company accompanied by payment of the Exercise Price and all applicable income and employment
taxes required to be withheld. The Option shall be deemed to be exercised upon receipt by the Company of such notice accompanied
by the Exercise Price and all applicable withholding taxes, which, to the extent selected, shall be deemed to be satisfied by use
of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 3(e) below to the extent such
procedure is available to the Grantee at the time of exercise and such an exercise would not violate any Applicable Law.


 




     


     

    

 


(c) Taxes. No Shares will be delivered to the Grantee
or other person pursuant to the exercise of the Option until the Grantee or other person has made arrangements acceptable to the
Administrator for the satisfaction of applicable income tax and employment tax withholding obligations, including, without limitation,
such other tax obligations of the Grantee incident to the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s
employer may offset or withhold (from any amount owed by the Company or the Grantee’s employer to the Grantee) or collect
from the Grantee or other person an amount sufficient to satisfy such tax withholding obligations. Furthermore, in the event of
any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with
the Option, the Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) days after receiving
a written demand from the Company to do so, whether or not the Grantee is an employee of the Company at that time.


 


(d) Section 16(b). Notwithstanding any provision
of this Option Agreement to the contrary, other than termination of the Grantee’s Continuous Service for Cause, if a sale
within the applicable time periods set forth in Sections 5, 7, 8 or 9 herein of Shares acquired upon the exercise of the Option
would subject the Grantee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest
to occur of (i) the tenth (10th) day following the date on which a sale of such Shares by the Grantee would no longer be subject
to such suit, (ii) the one hundred and ninetieth (190th) day after the Grantee’s termination of Continuous Service,
or (iii) the date on which the Option expires.


 


3. Method of Payment. Payment of the Exercise
Price shall be made by any of the following, or a combination thereof, at the election of the Grantee; provided, however, that
such exercise method does not then violate any Applicable Law or any restriction then imposed on the Company, provided further,
that such exercise method is not then determined by the Company in its reasonable discretion to be inappropriate (provided that
in no case shall the exercise method provided in Sections 3(a) or 3(b) be deemed inappropriate) and, provided further, that the
portion of the Exercise Price equal to the par value of the Shares must be paid in cash or other legal consideration permitted
by the New York Business Corporation Law:


		(a)	cash;



		(b)	check;



		(c)	voluntary payroll deduction (after tax);



		(d)	surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may
require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares
as to which the Option is being exercised;



		(e)	payment through a “net exercise” such that, without the payment of any funds, the Grantee may exercise the Option
and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied
by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date as is determined by the Administrator)
less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to
be received shall be rounded down to the nearest whole number of Shares); or



 


4. Restrictions on Exercise. The Option
may not be exercised if the issuance of the Shares subject to the Option upon such exercise would constitute a violation of any
Applicable Laws. If the exercise of the Option within the applicable time periods set forth in Section 5, 7, 8 and 9 of this
Option Agreement is prevented by the provisions of this Section 4, the Option shall remain exercisable until one (1) month
after the date the Grantee is notified by the Company that the Option is exercisable, but in any event no later than the Expiration
Date set forth in the Notice.


 




     


     

    

 


5. Termination or Change of Continuous Service.
In the event the Grantee’s Continuous Service terminates, other than for Cause, the Grantee may, but only during the sixty
day Post-Termination Exercise Period, exercise the portion of the Option that was vested at the date of such termination (the “Termination
Date”). The Post-Termination Exercise Period shall commence on the Termination Date. In the event of termination of the Grantee’s
Continuous Service for Cause, the Grantee’s right to exercise the Option shall, except as otherwise determined by the Administrator,
terminate concurrently with the termination of the Grantee’s Continuous Service (also the “Termination Date”).
In no event, however, shall the Option be exercised later than the Expiration Date set forth in the Notice. In the event of the
Grantee’s change in status from Employee, Director or Consultant to any other status of Employee, Director or Consultant,
the Option shall remain in effect and the Option shall continue to vest in accordance with the Vesting Schedule set forth in the
Notice; provided, however, that with respect to any Incentive Stock Option that shall remain in effect after a change in status
from Employee to Director or Consultant, such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and
shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following such change in
status. Except as provided in Sections 7, 8 and 9 below, to the extent that the Option was unvested on the Termination Date,
or if the Grantee does not exercise the vested portion of the Option within the Post-Termination Exercise Period, the Option shall
terminate.


 


6. Leave of Absence by Grantee. During any
authorized leave of absence, the vesting of the Option as provided in the Notice shall be suspended after the leave of absence
exceeds a period of thirty days. Vesting of the Option shall resume upon the Grantee’s termination of the leave of absence
and return to service to the Company or a Related Entity. The Vesting Schedule set out in the Notice with respect to the Option
shall be extended by the length of the suspension.


 


7. Disability of Grantee. In the event the
Grantee’s Continuous Service terminates as a result of his or her Disability, the Grantee may, but only within twelve (12) months
commencing on the Termination Date (but in no event later than the Expiration Date), exercise the portion of the Option that was
vested on the Termination Date; provided, however, that if such Disability is not a “disability” as such term is defined
in Section 22(e)(3) of the Code and the Option is an Incentive Stock Option, such Incentive Stock Option shall cease to be
treated as an Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on the day three (3) months and
one (1) day following the Termination Date. To the extent that the Option was unvested on the Termination Date, or if the Grantee
does not exercise the vested portion of the Option within the time specified herein, the Option shall terminate. Section 22(e)(3)
of the Code provides that an individual is permanently and totally disabled if he or she is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.


 


8. Death of Grantee. In the event of the termination
of the Grantee’s Continuous Service as a result of his or her death, or in the event of the Grantee’s death during
the Post-Termination Exercise Period or during the twelve (12) month period following the Grantee’s termination of Continuous
Service as a result of his or her Disability, the person who acquired the right to exercise the Option pursuant to Section 10
may exercise the portion of the Option that was vested at the date of termination within twelve (12) months commencing on
the date of death (but in no event later than the Expiration Date). To the extent that the Option was unvested on the date of death,
or if the vested portion of the Option is not exercised within the time specified herein, the Option shall terminate.


 




     


     

    

 


9. Retirement of Grantee. Unless otherwise
determined by the Administrator at the time of grant, if Grantee’s Continuous Service terminates by reason of Normal or Early
Retirement (as such terms are defined below), the Option may thereafter be exercised to the extent it was exercisable at the time
of such Retirement (or on such accelerated basis as the Administrator shall determine at or after grant), but may not be exercised
after (i) three (3) months after the date of such termination of Grantee’s Continuous Service or (ii) the
Expiration Date set forth in the Notice, whichever occurs first; provided, however, that, if the Grantee dies within
such three (3) month period, the unexercised portion of the Option held by the Grantee shall thereafter be exercisable, to
the extent to which it was exercisable at the time of death, for a period of twelve (12) months after the date of such death
or for the stated term of the Option, whichever period is shorter. For purposes of this Section 9, “Normal Retirement”
shall mean retirement from Continuous Service on or after the normal retirement date specified in the applicable Company or Related
Entity pension plan or if no such pension plan, age 65, and “Early Retirement” shall mean retirement from Continuous
Service pursuant to the early retirement provisions of the applicable Company or Related Entity pension plan or if no such pension
plan, attainment of age 55.


 


10. Transferability of Option. The Option,
if an Incentive Stock Option, may not be transferred in any manner other than by will or by the laws of descent and distribution
and may be exercised during the lifetime of the Grantee only by the Grantee. The Option, if a Non-Qualified Stock Option, may not
be transferred in any manner other than by will or by the laws of descent and distribution, provided, however, that a Non-Qualified
Stock Option may be transferred during the lifetime of the Grantee to the extent and in the manner authorized by the Administrator.
Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Incentive Stock Option
or Non-Qualified Stock Option in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.
Following the death of the Grantee, the Option, to the extent provided in Section 8, may be exercised (a) by the person
or persons designated under the deceased Grantee’s beneficiary designation or (b) in the absence of an effectively designated
beneficiary, by the Grantee’s legal representative or by any person empowered to do so under the deceased Grantee’s
will or under the then applicable laws of descent and distribution. The terms of the Option shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.


 


11. Term of Option. The Option must be exercised
no later than the Expiration Date set forth in the Notice or such earlier date as otherwise provided herein. After the Expiration
Date or such earlier date, the Option shall be of no further force or effect and may not be exercised.


 


12. Tax Consequences. The Grantee may incur
tax liability as a result of the Grantee’s purchase or disposition of the Shares. THE GRANTEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.


 


13. Entire Agreement: Governing Law. The Notice,
the Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and
the Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is intended to confer
any rights or remedies on any persons other than the parties. The Notice, the Plan and this Option Agreement are to be construed
in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights
and duties of the parties. Should any provision of the Notice, the Plan or this Option Agreement be determined to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless
remain effective and shall remain enforceable.


 




     


     

    

 


14. Construction. The captions used in the
Notice and this Option Agreement are inserted for convenience and shall not be deemed a part of the Option for construction or
interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


15. Administration and Interpretation. Any
question or dispute regarding the administration or interpretation of the Notice, the Plan or this Option Agreement shall be submitted
by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be
final and binding on all persons.


 


16. Venue. The Company, the Grantee, and
the Grantee’s assignees pursuant to Section 10 (the “parties”) agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan or this Option Agreement shall be brought in the United States District Court
for the Northern District of New York — Albany (or should such court lack jurisdiction to hear such action, suit or proceeding,
in a New York state court in the County of Ulster) and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any
such suit, action or proceeding brought in such court. If any one or more provisions of this Section 16 shall for any reason
be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.


 


17. Notices. Any notice required or permitted
hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by
an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these
instruments, or to such other address as such party may designate in writing from time to time to the other party.


 


18. Notification Regarding Incentive Stock Options.
In the case of an Incentive Stock Option, the Grantee also agrees, as partial consideration for the designation of the Option as
an Incentive Stock Option, to notify the Company in writing within thirty (30) days of any disposition of any shares acquired
by exercise of the Option if such disposition occurs within two (2) years from the Date of Award or within one (1) year
from the date the Shares were transferred to the Grantee.


 


END OF AGREEMENT