ex10-6.htm


    EXHIBIT
10.6

    


    NYER
MEDICAL GROUP, INC.

    


    2002 STOCK OPTION
PLAN

     

    FORM OF

    NON-QUALIFIED STOCK OPTION
AGREEMENT

    


     

    This Non-Qualified Stock Option Agreement (this
“Agreement”) is effective as of _________________, between Nyer Medical Group,
Inc. a Florida corporation (the “Corporation”), and ____________ (the
“Optionee”).

    


    


    W I T N E S S E T H:

    


    WHEREAS, the Corporation’s Board of Directors
established the Nyer Medical Group, Inc. 2002 Stock Option Plan (the “Plan”) as
approved on October 4, 2002, subject to approval of, the stockholders of the
Corporation; and

    


    WHEREAS, the Committee appointed by the Board
of Directors of the Corporation pursuant to Article 3 of the Plan (the
“Committee”), has granted this Option to the Optionee;

    


    NOW, THEREFORE, in consideration of the mutual
covenants hereinafter contained, the parties hereto agree as
follows:

    


    1.   
Grant of Option.

     

    (a)  Option.  On
the terms and conditions set forth in the Plan and this Agreement, the
Corporation hereby grants to the Optionee this Option to purchase an aggregate
of _______ shares of common stock, .0001¢ par value, of the Corporation (the
“Shares”) at a price of $_____ per Share.  This Option is not intended
to qualify as an “incentive stock option” under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), and shall be construed
accordingly.

     

    (b)  Stock Option
Plan.  This Option is granted pursuant to the Plan, a copy of
which the Optionee acknowledges having received, read and
understood.  The provisions of the Plan are hereby incorporated by
reference into this Agreement.

     

    2.  
 Right to
Exercise.

     

    Subject to the terms and conditions of the Plan
and this Agreement, the Shares subject to this Option shall vest on the _
anniversary of the date hereof (the “Anniversary Date”).

    


    3.  
 No
Transfer.

     

    Except as provided in the Plan, this Option is
not transferable by Optionee otherwise than by will or the laws of descent and
distribution.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    4.   
Exercise
Procedures.

     

    (a)  Notice of
Exercise.  The Optionee or the Optionee’s representative may
exercise this Option by giving written notice to the Committee in the manner
provided in the Plan and substantially in the form annexed hereto as Exhibit
A.  The notice shall specify the election to exercise this Option, the
number of Shares with respect to which this Option is being exercised and the
form of payment (if more than one form is available).  The notice
shall be signed by the person exercising this Option.   In the
event that this Option is being exercised by the representative of the Optionee,
the notice shall be accompanied by proof (satisfactory to the Committee) of the
representative’s right to exercise this Option. The Optionee or the Optionee’s
representative shall deliver to the Corporation at the time of giving the
notice, payment in a form provided under Section 5 for the full amount of the
exercise price applicable to that portion of this Option being
exercised.

     

    (b)  Issuance of
Shares.  After receiving a proper notice of exercise, the
Corporation shall cause to be issued a certificate or certificates for the
Shares as to which this Option has been exercised, registered in the name of the
person exercising this Option and bearing such legends as may be
appropriate.  The Corporation shall cause such certificate or
certificates to be delivered to or upon the order of the person exercising this
Option.

     

    (c)  Withholding
Taxes.  In the event that the Committee determines that the
Corporation is required to withhold foreign, federal, state or local tax as a
result of the exercise of this Option, the Optionee, as a condition to the
exercise of this Option, shall make arrangements satisfactory to the Committee
to enable the Corporation to satisfy all withholding
requirements.  Any Shares purchased by exercising this Option shall
also be issued subject to condition that the Optionee shall make the
arrangements satisfactory to the Committee to enable the Corporation to satisfy
any withholding requirements that may arise in connection with the disposition
of such Shares.

     

    5.   
Payment for
Stock.

     

    (a)  Cash.  All
or part of the exercise price may be paid in lawful money of the United States
of America.

     

    (b)  Property or
Stock.  At the sole discretion of the Committee, all or part of
the exercise price may be paid by the surrender of Shares in good form for
transfer.  Such property or Shares must have a Market Price (as
determined by the Committee) on the date of exercise of this Option which,
together with any amount paid in another form, is equal to the aggregate
exercise price.

     

    (c)  Promissory
Note.  At the discretion of the Committee, all or part of the
exercise price may be paid by delivery of the Optionee’s personal recourse note
bearing interest payable not less than annually at no less than the Applicable
Federal Rate, as defined in Section 1274(d) of the Code, along with a pledge
agreement satisfactory to the Committee, together with a stock certificate or
certificates representing shares of the Corporation’s Common Stock (having a
Market Price equal as of the date of exercise to at least the value of the
principal amount of the note), duly endorsed or accompanied by a stock power or
powers duly endorsed, to secure the Optionee’s obligations under such personal
recourse note.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)  Exercise/Sale.  At
the sole discretion of the Committee, all or part of the exercise price and any
withholding taxes may be paid by the delivery of an irrevocable direction
(acceptable to the Committee) to a securities broker approved by the Corporation
to sell Shares and to deliver all or part of the sales proceeds to the
Corporation.

     

    (e)  Pledge.  At
the sole discretion of the Committee, all or part of the exercise price and any
withholding taxes may be paid by the delivery of an irrevocable direction
(acceptable to the Committee) to a securities broker or lender approved by the
Corporation to pledge Shares as security for a loan and to deliver all or part
of the loan proceeds to the Corporation.

     

    6.  
 Term and
Expiration.

     

    (a)  Term of
Option.  This Option shall expire on the day before the tenth
anniversary of the date hereof, unless sooner terminated as provided in the
Plan, and may be exercised during such term only in accordance with the Plan and
this Agreement.

     

    (b)  Forfeiture on Termination
for Cause.  This Option shall be forfeited immediately upon an
Optionee’s termination of employment if the termination is for
“cause”.  The term “cause” shall mean any one (or more) of the
following:  (i) the Optionee’s commission of any fraud,
misappropriation or misconduct which causes demonstrable injury to the
Corporation or a subsidiary or affiliate; or (ii) an act of dishonesty by the
Optionee resulting or intended to result, directly or indirectly, in gain or
personal enrichment at the expense of the Corporation or a subsidiary or
affiliate; or (iii) such meaning, if any, as set forth in any employment
agreement between the employee and the Corporation.  It shall be
within the sole discretion of the Committee to determine whether an employee’s
termination was for one of the foregoing reasons, and its decision shall be
final and conclusive.

     

    (c)  Termination other than from
Disability, Death or Retirement.  Upon an Optionee’s
termination of employment for reasons other than death, disability or
retirement, this Option, which is otherwise exercisable, shall terminate unless
exercised within no more than 180 days following the Termination Date, but in no
event after the expiration of the exercise period of the Option.

     

    (d)  Termination from Disability
or Retirement.  Upon an Optionee’s termination of employment
because of disability or retirement, this Option, which is otherwise
exercisable, shall terminate unless exercised within the period of 365 days
following such date, but in no event after the expiration date of the exercise
period of the Option.

     

    (e)   Termination because of
Death.  Upon an Optionee’s death, any Options held by the
Optionee at the date of death and which were otherwise exercisable on such date
shall be exercisable by the Designated Beneficiary or personal representative
for a period of two years from the date of death, but in no event later than the
expiration date of the exercise period of the Option.

     

    7.   
No Registration
Rights.

     

    The Corporation may, but shall not be obligated
to, register or qualify the sale of Shares under the Securities Act or any other
applicable law.  The Corporation shall not be obligated to take any
affirmative action in order to cause the sale of Shares under this Agreement to
comply with any law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.      
Securities Law and Other
Restrictions.

    


    Regardless of whether the offering and sale of
Shares under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Committee at
its discretion, may impose restrictions upon the sale, pledge or other transfer
of such Shares (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Corporation and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with any
agreement to which the Corporation is a party, the Securities Act, the
securities laws of any state or any other law or with restrictions imposed on
the Corporation by its underwriters, or otherwise.

    


    9.  
 Miscellaneous
Provisions.

     

    (a)  Entire Agreement;
Amendments.  This Agreement and the Plan constitute the entire
agreement between the parties hereto with regard to the subject matter
hereof.  This Agreement may not be amended except by a written
instrument signed by both parties hereto.

     

    (b)  Choice of
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed on its behalf by a duly authorized officer and the
Optionee has personally executed this Agreement.

    


    
      	 
      	
              Nyer
      Medical Group, Inc.

            
	 
      	 
      
	 
      	 
      
	
              _____________________

            	
              By:____________________

            
	 
      	 
      
	
              Optionee’s
      Address:

            	 
      


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    [Date of
Exercise]

    


    Nyer Medical
Group, Inc.

    1292 Hammond
Street

    Bangor, ME
04401

    Attention:
Corporate Secretary

    


    Re:   Stock Option

    


    Dear
Sir:

    


    I am the holder of a stock option granted to me
by Nyer Medical Group, Inc. (the “Corporation”), pursuant to a Non-Qualified
Stock Option Agreement dated as of ______________ to purchase _________ shares
of Common Stock of the Corporation (“Shares”).  I hereby exercise such
option with respect to ___________ Shares, the total purchase price for which is
$__________, and [I enclose a certified, bank cashier’s or other acceptable
check payable to the order of the Corporation in the amount of $_______,
representing the total purchase price for the Shares] [I hereby elect to pay the
purchase price by delivering to the Corporation _____ shares of Common Stock of
the Corporation having a fair market value equal to $___________ from the Shares
I am purchasing pursuant to the exercise of such option] [I enclose an
irrevocable direction to a securities broker to deliver sales or loan proceeds
to the Corporation in the amount of $_______, representing the total purchase
price for the Shares].  [I enclose the necessary promissory note,
pledge agreement and related documents pursuant to my loan from the Corporation
in the amount of $_____representing the total purchase price for the
Shares].  The certificate or certificates representing the Shares
should be registered in my name and should be forwarded to me at
_______________________________________________________________________.

    


    Please acknowledge receipt of the exercise of
my stock option on the attached copy of this letter.

    


    
      	 
      	
              Very truly
      yours,

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              ________________________

            
	 
      	 
      


    

    


    RECEIPT
ACKNOWLEDGED:

    


    CORPORATION

    


    By:
________________________________