Exhibit 10.2
                                  ------------

                          Form of Stock Award Agreement
                          -----------------------------


                                 COPYTELE, INC.

                            2003 SHARE INCENTIVE PLAN

                              STOCK AWARD AGREEMENT



     THIS AGREEMENT, dated _____________ is made among CopyTele, Inc., a
Delaware corporation (the "Company") and _______________ (the "Participant").


                                   WITNESSETH:

     1. GRANT OF AWARD. Pursuant to the provisions of the CopyTele, Inc. 2003
Share Incentive Plan, as the same may be amended, modified and supplemented (the
"Plan"), the Company hereby grants to the Participant as of the day and year
first above written, subject to the terms and conditions of the Plan and subject
further to the terms and conditions herein set forth, an award of ____________
shares of common stock, par value $.01 per share, of the Company (the "Stock").

     2. WITHHOLDING. The Participant acknowledges that the Company will have
certain withholding obligations upon the issuance or delivery of any stock
certificates representing shares of Stock awarded pursuant to this Agreement. In
the event the total amount otherwise payable by the Company to the Participant
is insufficient to provide the Company with all taxes which it is required to so
withhold, the Participant shall pay to the Company such amounts as the Company
is required to withhold in excess of such total amount otherwise payable to the
Participant, as and when required by law.

     3. ADDITIONAL TERMS.

     (a) Construction. The Plan and this Agreement will be construed by and
administered under the supervision of the Committee (as defined in the Plan),
and all determinations of the Committee will be final and binding on the
Participant.

     (b) Dilution. Nothing in the Plan or this Agreement will restrict or limit
in any way the right of the Board of Directors of the Company to issue or sell
stock of the Company (or securities convertible into stock of the Company) on
such terms and conditions as it deems to be in the best interests of the
Company, including, without limitation, stock and securities issued or sold in
connection with mergers and acquisitions, stock issued or sold in connection
with any stock option or similar plan, and stock issued or contributed to any
qualified stock bonus or employee stock ownership plan.


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     (c) Bound by Plan. The Participant hereby agrees to be bound by all of the
terms and provisions of the Plan, a copy of which is available to the
Participant upon request.

     (d) Notices. Any notice hereunder to the Company or the Committee shall be
addressed to CopyTele, Inc., 900 Walt Whitman Road, Melville, New York, 11747,
Attention: Chief Financial Officer.

     (e) Counterparts. This Agreement may be executed in counterparts each of
which taken together shall constitute one and the same instrument.

     (f) Governing Law. This Agreement, which constitutes the entire agreement
of the parties with respect to the Stock, shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York without
regard to principles of conflicts of law.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
a duly authorized officer of the Company and the Participant has executed this
Agreement, both as of the day and year first above written.

                                                     COPYTELE, INC.
                                                     ___________________




                                                     ACCEPTED:
                                                     ___________________