Exhibit 10.3(g)

NON-QUALIFIED STOCK OPTION AGREEMENTFOR COMPANY EMPLOYEES

UNDER THE STOCKERYALE, INC.2000 STOCK OPTION AND INCENTIVE PLAN

| IF THIS STOCK OPTION IS GRANTED IN TANDEM  WITH  STOCK APPRECIATION RIGHTS, THEN,  UPON THE EXERCISE  OF ANY OF SUCH STOCK  APPRECIATION RIGHTS, AN EQUAL  NUMBER  OF OPTION SHARES SHALL AUTOMATICALLY   TERMINATE AND SHALL NO LONGER BE EXERCISABLE. |
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| Check  box if granted in tandem with SAR’s | o |
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Name ofOptionee:_______________________________No. of Option Shares:_____________________________Option Exercise Price per Share:____________________                                                                   [min.85% of FMV]Grant Date:_____________________________________Expiration Date:_________________________________                                        [upto 10 years and 1 day]

 

             Pursuant to the StockerYale, Inc.2000 Stock Option and Incentive Plan (the “Plan”) as amended through the datehereof, StockerYale, Inc. (the “Company”) hereby grants to the Optionee namedabove an option (the “Stock Option”) to purchase on or prior to the ExpirationDate specified above all or part of the number of shares of Common Stock, parvalue $.001 per share (the “Stock”) of the Company specified above at theOption Exercise Price per Share specified above subject to the terms andconditions set forth herein and in the Plan.

             1.          VestingSchedule.  No portion of this StockOption may be exercised until such portion shall have vested.  Except as set forth below, and subject tothe discretion of the Committee (as defined in Section 2 of the Plan) toaccelerate the vesting schedule hereunder, this Stock Option shall be vestedand exercisable with respect to the following number of Option Shares on thedates indicated:
| Number of                  |   |        |   |   |         |
|----------------------------|--------|-------------|--------|--------|--------------|
| Option Shares Exercisable* |   |        |   |   | Vesting Date |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |

 

             In the event of a Change of Control ofthe Company as defined in Section 17 of the Plan, this Stock Option shallbecome immediately vested and exercisable in full, whether or not this StockOption or any portion hereof is vested and exercisable at such time.  Once vested, this Stock Option shallcontinue to be exercisable at any time or times prior to the close of businesson the Expiration Date, subject to the provisions hereof and of the Plan.

             2.          Mannerof Exercise.

                           (a)         The Optionee may exercise this Optiononly in the following manner:  from timeto time on or prior to the Expiration Date of this Option, the Optionee maygive written notice to the Committee of his or her election to purchase some orall of the vested Option Shares purchasable at the time of such notice.  This notice shall specify the number ofOption Shares to be purchased.

             Payment of the purchase price forthe Option Shares may be made by one or more of the following methods:  (i) in cash, by certified or bank checkor other instrument acceptable to the Committee; (ii) in the form ofshares of Stock that are not then subject to restrictions under any Companyplan and that have been held by the Optionee for at least six months;(iii) by the Optionee delivering to the Company a properly executedexercise notice together with irrevocable instructions to a broker to promptly deliverto the Company cash or a check payable and acceptable to the Company to pay theoption purchase price, provided that in the event the Optionee chooses to paythe option purchase price as so provided, the Optionee and the broker shallcomply with such procedures and enter into such agreements of indemnity andother agreements as the Committee shall prescribe as a condition of suchpayment procedure; or (iv) a combination of (i), (ii) and (iii)above.  Payment instruments will bereceived subject to collection.

             The delivery of certificatesrepresenting the Option Shares will be contingent upon the Company’s receiptfrom the Optionee of full payment for the Option Shares, as set forth above andany agreement, statement or other evidence that the Company may require tosatisfy itselfthat the issuance of Stock to be purchased pursuant to theexercise of Options under the Plan and any subsequent resale of the shares ofStock will be in compliance with applicable laws and regulations.

                           (b)        Certificates for shares of Stockpurchased upon exercise of this Stock Option shall be issued and delivered tothe Optionee upon compliance to the satisfaction of the Committee with allrequirements under applicable laws or regulations in connection with suchissuance and with the requirements hereof and of the Plan.  The determination of the Committee as tosuch compliance shall be final and binding on the Optionee.  The Optionee shall not be deemed to be theholder of, or to have any of the rights of a holder with respect to, any sharesof Stock subject to this Stock Option unless and until this Stock Option shallhave been exercised pursuant to the terms hereof, the Company shall have issuedand delivered the shares to the Optionee, and the Optionee’s name shall havebeen entered as the stockholder of record on the books of the Company.  Thereupon, the Optionee shall have fullvoting, dividend and other ownership rights with respect to such shares ofStock.

                           (c)         The minimum number of shares withrespect to which this Stock Option may be exercised at any one time shall be100 shares, unless the number of shares with respect to which this Stock Optionis being exercised is the total number of shares subject to exercise under thisStock Option at the time.

                           (d)        Notwithstanding any other provisionhereof or of the Plan, no portion of this Stock Option shall be exercisableafter the Expiration Date hereof.

             3.          Terminationof Employment.  If the Optionee’semployment by the Company or a Subsidiary (as defined in the Plan) is terminated,the period within which to exercise the Option may be subject to earliertermination as set forth below.

                           (a)         Termination Due to Death.  If the Optionee’s employment terminates byreason of death, any Option held by the Optionee shall become fully exercisableand may thereafter be exercised by the Optionee’s legal representative orlegatee for a period of 12 months from the date of death or until theExpiration Date, if earlier.

                           (b)        Termination Due to Disability.  If the Optionee’s employment terminates byreason of Disability (as defined in the Plan), any Option held by the Optioneeshall become fully exercisable and may thereafter be exercised by the Optioneefor a period of 12 months from the date of termination or until the ExpirationDate, if earlier.  The death of theOptionee during the 12-month period provided in this Section 3(b) shallextend such period for another 12 months from the date of death or until theExpiration Date, if earlier.

                           (c)         Termination for Cause.  If the Optionee’s employment terminates forCause (as defined in the Plan), any Option held by the Optionee shall terminateimmediately and be of no further force and effect.

                           (d)        Other Termination.  If the Optionee’s employment terminates forany reason other than death, Disability or Cause, and unless otherwisedetermined by the Committee, any Option held by the Optionee may be exercised,to the extent exercisable on the date of termination, for a period of [threemonths][three years]1 from the date of termination or until the ExpirationDate, if earlier.  Any Option that isnot exercisable at such time shall terminate immediately and be of no furtherforce or effect.

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| 1 | Select three months if the Optionee is an  employee of the Company but not a Director.   Select three years if the Optionee is a Director of the Company. |
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 The Committee’s determination of the reasonfor termination of the Optionee’s employment shall be conclusive and binding onthe Optionee and his or her representatives or legatees.

 

             4.          Incorporationof Plan.  Notwithstanding anythingherein to the contrary, this Stock Option shall be subject to and governed byall the terms and conditions of the Plan. Capitalized terms in this Agreement shall have the meaning specified inthe Plan, unless a different meaning is specified herein.

             5.          Transferability.  This Agreement is personal to the Optionee,is non-assignable and is not transferable in any manner, by operation of law orotherwise, other than by will or the laws of descent and distribution.  This Stock Option is exercisable, during theOptionee’s lifetime, only by the Optionee, and thereafter, only by theOptionee’s legal representative or legatee.

             6.          TaxWithholding.  The Optionee shall,not later than the date as of which the exercise of this Stock Option becomes ataxable event for Federal income tax purposes, pay to the Company or makearrangements satisfactory to the Committee for payment of any Federal, state,and local taxes required by law to be withheld on account of such taxableevent.  The Optionee may elect to havesuch tax withholding obligation satisfied, in whole or in part, by (i)authorizing the Company to withhold from shares of Stock to be issued, or (ii)transferring to the Company, a number of shares of Stock with an aggregate FairMarket Value that would satisfy the withholding amount due.

             7.          Miscellaneous.

                           (a)         Notice hereunder shall be given to theCompany at its principal place of business, and shall be given to the Optioneeat the address set forth below, or in either case at such other address as oneparty may subsequently furnish to the other party in writing.

                           (b)        This Stock Option does not confer uponthe Optionee any rights with respect to continuance of employment by theCompany or any Subsidiary.

                           (c)         Pursuant to Section 15 of thePlan, the Committee may at any time amend or cancel any outstanding portion ofthis Stock Option, but no such action may be taken which adversely affects theOptionee’s rights under this Agreement without the Optionee’s consent.

 
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|   |   |   |   |   |   |   | By:    |   |   |   |   |   |   |
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|   |   |   |   |   |   |   |   | Title: |   |   |   |   |   |

 

The foregoingAgreement is hereby accepted and the terms and conditions thereof hereby agreedto by the undersigned.

 

| Dated: |   |   |   |   |   |   |                              |   |   |   |   |   |   |
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|   |   |   |   |   |   |   | Optionee’s Signature         |   |   |   |   |   |   |
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|   |   |   |   |   |   |   | Optionee’s name and address: |   |   |   |   |   |   |
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