EXHIBIT 10.2


 





AMENDED AND
RESTATED STOCK OPTION AGREEMENT


 


THIS AGREEMENT,
made as of the 22nd day of February, 2010 by and between MILLER INDUSTRIES, INC., a Florida corporation (the "Company"),
and ANGELO NAPOLITANO (the "Optionee").


 


RECITALS:


 


A.     The Company has previously
granted the Optionee options to purchase 2,017,338 shares at a price of $0.18 per share (the “Original Options”).


 


B.     The Company has agreed
to modify the terms of the Original Options to reduce the exercise price from $.18 per share to $.06 per share in exchange for
(i) the substantial benefits provided to the Company through the Optionee’s personal guarantee of the Company’s bank
loan; and (ii) the services rendered by the Optionee in his capacity as the Company’s President.


 


NOW THEREFORE, in
consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree to amend and restate the terms of the Original Options as follows:


 


1.     Grant
of the Option. Subject to and upon the terms and conditions set forth in this Agreement,
the Company hereby grants options (the "Options") to the Optionee to purchase up to 2,017,338 shares (the "Option
Shares") of the Company's common stock (the "Common Stock"), during the term of the Options at a price equal to
$0.06 (six cents) per share (the "Exercise Price").


 


2.     Term.
The term of the Options shall commence on the date of this Agreement, and, subject to the provisions of Sections 5 and 6 hereof,
expire on June 30, 2015. Upon their termination, the Options shall be of no further force and effect and shall not be exercisable
to any extent.


 


3.     Vesting. The Options will be fully vested as of the date of this Agreement, and
may be exercised by the Optionee in whole or in part and from time to time at any time during the term of the
Options.


 





4.     Restrictions
on Exercise and Transfer. The Option and the rights of the Optionee in the Options
and under this Agreement may not be transferred except upon the Optionee's death as provided by Section 5(c) hereof.


 


5.     Adjustment
in the Event of Changes in Capital Structure, Reorganization, Anti-Dilution or Accounting Change.


 


(a)     In
the event of a change in the corporate structure or shares of the Company, the Board of Directors (subject to any required action
by the shareholders of the Company) shall make such equitable adjustments as are necessary and appropriate to protect against dilution
in the number, kind and in the exercise price of the shares underlying the Options; provided, however, that the Board of Directors
shall not be required to make any such adjustments in the event of a change which does not result in a dilution of at least one
percent (1%) in the number or exercise price of the shares underlying the Options. For the purposes of this Section 5, a change
in the corporate structure or shares of the Company shall include, but is not limited to, changes resulting from a recapitalization,
stock split, consolidation, rights offering, stock dividend, reorganization or liquidation.


 



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(b)     Upon
a reorganization, merger or consolidation in which the Company is not the surviving corporation, or upon a transfer of all or substantially
all of the property of the Company and its subsidiaries (taken as a whole), the Options and all of the Optionee's rights hereunder
shall terminate, unless provision is made by the Company in connection with such transaction for the assumption or purchase of
the Options granted hereunder, or for the substitution for the Options of new options of the successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number, kind of shares and the purchase price per share, in which
event the Options or a new option substituted for the Options shall continue in the manner and under the terms as provided.


 


(c)     If
the Company does not make provision for the assumption or purchase of the Options or the substitution of new options in connection
with the transactions listed in Section 5(b), then: (i) the Company shall provide the Optionee with at least 30 days prior written
notice of such transaction; and (ii) during such 30-day period, the Optionee shall be entitled to exercise the Options.


 


(d)     This
Agreement shall not in any way limit or affect the right of the Company to make changes in its capital structure or to merge or
consolidate or to dissolve, liquidate or sell all or any part of its business or assets.


 


6.     Privilege
of Stock Ownership. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of the holder with respect to, any Option Shares unless and until the Company shall have issued and delivered
the shares to the Optionee, and the Optionee's name shall have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full voting and other ownership rights with respect to such shares.


 


7.     Manner
of Exercising Options.


 


(a)     The
Options may be exercised only as to whole shares and only by written notice signed by the Optionee (or in the case of exercise
after Optionee's death or disability by Optionee's legal representative, executor, administrator, or heir or legatee, as the case
may be), and mailed or delivered to the Secretary of the Company at its principal office, which notice shall: (i) specify the number
of Option Shares with respect to which the Options is being exercised; (ii) be accompanied by payment in full for such Shares in
cash; (iii) include a statement to the effect that the Optionee or other person exercising the Options is purchasing the Option
Shares for investment and not with a view to, or for sale in connection with, any distribution thereof; and (iv) if being exercised
by a person or persons other than the Optionee, be accompanied by proof satisfactory to the Company and its counsel that such person
or persons have the right to exercise the Options.


 






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(b)     The
Options shall be deemed to have been exercised with respect to the Option Shares specified in said notice at the time of receipt
by the Company of: (i) said notice; (ii) any representations required by the Company pursuant to Section 8 hereof; and (iii) payment
therefor.


 


8.     Compliance
with Laws and Regulations. Prior to exercise of the Options hereunder, the Optionee
shall execute and deliver to the Company such representations in writing as may be reasonably requested by the Company in order
for it to comply with the applicable requirements of federal and state securities law.


 


9.     Reservation
of Shares. The Company shall take appropriate steps to reserve from the Company’s
authorized but unissued capital a sufficient number of shares of the Company’s common stock to cover all shares issuable
pursuant to the Options.


 


10.   Governing
Law. The validity, enforcement or construction of this Agreement shall be governed
by the laws of the State of Florida.


  


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


		COMPANY:	 
	 	 	 
	 	MILLER INDUSTRIES, INC.	 
	 	 	 
	 	By:  /s/ Angelo Napolitano	 
	 	 	 
	 	Its:  President	 
	 	 	 
	 	OPTIONEE:	 
	 	 	 
	 	  /s/  Angelo Napolitano	 
	 	Angelo Napolitano, Individually	 


 



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