Exhibit 10.3(f)

INCENTIVE STOCK OPTION AGREEMENT

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 of Optionee:  ___________________________

No. of Option Shares:  _________________________

Option Exercise Price per Share:  _____________________________________

                                                                   [FMV(110% of FMV if a 10% owner)]

Grant Date:  ____________________

Expiration Date:_____________________________________________

                                                                   [upto 10 years (5 if a 10% owner)]

                                                                   

 

             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 named above an option (the “StockOption”) to purchase on or prior to the Expiration Date specified above all orpart of the number of shares of Common Stock, par value $.001 per share (the“Stock”) of the Company specified above at the Option Exercise Price per Sharespecified above subject to the terms and conditions set forth herein and in thePlan.

             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 |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |
| _____________________      | (      | ___________ | %      | )      | ____________ |

* Max. of$100,000 per yr.

             Inthe event of a Change of Control of the Company as defined in Section 17 of thePlan, this Stock Option shall become immediately vested and exercisable infull, whether or not this Stock Option or any portion hereof is vested andexercisable at such time.  Once vested,this Stock Option shall continue to be exercisable at any time or times priorto the close of business on the Expiration Date, subject to the provisionshereof 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 of OptionShares 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 promptlydeliver to the Company cash or a check payable and acceptable to the Company topay the option purchase price, provided that in the event the Optionee choosesto pay the option purchase price as so provided, the Optionee and the brokershall comply with such procedures and enter into such agreements of indemnityand other 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 be received subjectto 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 itself that 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 the 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) isterminated, the period within which to exercise the Option may be subject toearlier termination 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 twelve-month period provided in this Section 3(b)shall extend such period for another 12 months from the date of death or untilthe Expiration 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’sdetermination of the reason for termination of the Optionee’s employment shallbe conclusive and binding on the Optionee and his or her representatives orlegatees.

             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.          Statusof the Stock Option.  This StockOption is intended to qualify as an “incentive stock option” under Section 422of the Internal Revenue Code of 1986, as amended (the “Code”), but the Companydoes not represent or warrant that this Option qualifies as such.  The Optionee should consult with his or herown tax advisors regarding the tax effects of this Option and the requirementsnecessary to obtain favorable income tax treatment under Section 422 ofthe Code, including, but not limited to, holding period requirements.  If the Optionee intends to dispose or doesdispose (whether by sale, gift, transfer or otherwise) of any Option Shareswithin the one-year period beginning on the date after the transfer of suchshares to him or her, or within the two-year period beginning on the day afterthe grant of this Stock Option, he or she will notify the Company within 30days after such disposition.

             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 the Plan, theCommittee may at any time amend or cancel any outstanding portion of this StockOption, but no such action may be taken which adversely affects the Optionee’srights under this Agreement without the Optionee’s consent.

 

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

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|   |   | Optionee’s Signature |
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