Exhibit 4.2


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”)
is entered into and effective as of               
(the “Date of Grant”), by and between Tri-S Security Corporation, a Georgia corporation (the “Company”), and                     
(the “Optionee”).


 


WITNESSETH


 


WHEREAS, the Company has duly adopted the
Tri-S Security Corporation 2004 Stock Incentive Plan (the “Plan”) authorizing
the Board of Directors of the Company (the “Board”) or a committee as provided
for in the Plan (the “Committee”)
to grant stock options to Eligible Recipients (as defined in the Plan) of the
Company and its Subsidiaries (as defined in the Plan); and


 


WHEREAS, the Board desires to give the Optionee
an inducement to acquire a proprietary interest in the Company and an added
incentive to advance the interests of the Company by granting to the Optionee
an option to purchase shares of common stock of the Company, par value $.001
per share (the “Common Stock”).


 


NOW, THEREFORE, in consideration of the mutual covenants
and conditions hereinafter set forth, the parties hereto hereby agree as
follows:


 


I.              GRANT
OF OPTION.


 


The
Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase                     
shares (the “Option Shares”) of Common Stock according to the terms
and subject to the conditions hereinafter set forth.  The Option is a “non-qualified stock option,”
and it is not intended to be an “incentive stock option” within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.


 


II.            OPTION
EXERCISE PRICE.


 


The exercise price to be
paid by Optionee upon exercise of the Option or any portion thereof shall be $             
per each Option Share purchased.


 


III.           EXERCISABILITY
AND EXPIRATION OF OPTION.


 


A.            Exercisability.  The Option shall be fully vested on the Date
of Grant and exercisable at any time on or after the Date of Grant and until
the Option expires as set forth herein.


 


B.            Expiration.  In no event shall the Option be exercisable
after, and this Option shall become void and expire as to all unexercised
Option Shares at, 11:59 p.m. Eastern Time on                     .


 





















 


IV.           MANNER
OF OPTION EXERCISE.


 


A.            Notice.  This Option may be exercised by the Optionee in
whole or in part from time to time, subject to the conditions contained herein
and in the Plan, by delivery in person, by facsimile, electronic transmission,
or through the mail, of written notice of exercise to the Company at its office
at Royal Center One, 11675 Great Oaks Way, Suite 120, Alpharetta, Georgia
30022, or such other office as the Company may designate (Attention:  Chief Financial Officer), and by paying in
full the total exercise price for the Option Shares purchased.  The notice of Option exercise shall be in the
form determined from time to time by the Board or the Committee.  As soon as practicable after such notice and
payment are received, the Optionee shall be recorded on the books of the Company
as the owner of the Option Shares purchased, and the Company shall deliver to
the Optionee one or more duly issued stock certificates evidencing such
ownership.


 


B.            Payment.  At the time of exercise of the Option, the
Optionee may determine whether to pay the total exercise price of the Option
Shares to be purchased solely in cash, through a Broker Exercise Notice (as defined in
the Plan), by transfer from the Optionee to the Company of Previously
Acquired Shares (as defined in the Plan), or by a combination of such
methods.  The Board or the Committee,
however, in its sole discretion, may reject the Optionee’s election to pay all
or part of the exercise price with consideration other than cash.


 


V.            NONTRANSFERABILITY.


 


This
Option shall not be transferable by the Optionee, either voluntarily or
involuntarily, except as provided in Section 12.3 of the Plan.  Any attempt to transfer this Option other
than in accordance with Section 12.3 of the Plan shall void this Option.


 


VI.           LIMITATION
OF LIABILITY.


 


Nothing in this Agreement
shall be construed to be evidence of any agreement or understanding, express or
implied, that the Company or any of its Subsidiaries will employ the Optionee
in any particular position at any particular rate of compensation or for any
particular period of time.


 


VII.         BINDING
EFFECT.


 


This Agreement shall be
binding upon the heirs, executors, administrators and successors of the parties
hereto.


 


VIII.        SUBJECT
TO PLAN.


 


The Option represented by
this Agreement has been granted under, and is subject to the terms of, the
Plan.  The terms of the Plan are hereby
incorporated by reference herein in their entirety, and the Optionee, by
execution hereof, acknowledges having received a copy of the Plan.  The provisions of this Agreement shall be interpreted
as to be consistent with the Plan, and


 


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any ambiguities herein shall be interpreted by
reference to the Plan.  In the event that
any provision hereof is inconsistent with the terms of the Plan, the latter
shall prevail.


 


IX.           GOVERNING
LAW.


 


This
Agreement and all rights and obligations hereunder shall be construed in
accordance with the Plan and governed by the laws of the State of Georgia.


 


IN
WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused this Agreement to be executed effective the day and year
first above written.


 


	
   

  	
  TRI-S
  SECURITY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By execution
  hereof, the

  Optionee acknowledges having

  received a copy of the Plan.

  



 


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