**Exhibit 10.88**

 

**John Schoenherr**

Optionee

 

**BIO-KEY INTERNATIONAL, INC.**

 

**NON-QUALIFIED STOCK OPTION AGREEMENTUNDER THE**

**BIO-KEYINTERNATIONAL, INC.**

**2004 STOCK INCENTIVE PLAN**

 

This Agreement ismade as of the date set forth on Schedule A hereto (the “Grant Date”) byand between Bio-key International, Inc., a Delaware corporation (the “Corporation”),and the person named on Schedule A hereto (the “Optionee”).

 

WHEREAS, Optioneeis a director of the Corporation and the Corporation considers it desirable andin its best interest that Optionee be given an inducement to acquire aproprietary interest in the Corporation and an incentive to advance theinterests of the Corporation by granting the Optionee an option to purchaseshares of common stock of the Corporation (the “Common Stock”);

 

NOW, THEREFORE,the parties hereto, intending to be legally bound, hereby agree that as of theGrant Date, the Corporation hereby grants Optionee an option to purchase fromit, upon the terms and conditions set forth in the Corporation’s 2004 Stock IncentivePlan, as amended from time to time (the “Plan”), a copy of which is attachedhereto, that number of shares of the authorized and unissued Common Stock ofthe Corporation as is set forth on Schedule A hereto.

 

# 1.                                       Termsof Stock Option.  The option topurchase Common Stock granted hereby is subject to the terms, conditions, andcovenants set forth in the Plan as well as the following:

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## (a)                                  Thisoption shall constitute a Non-Qualified Stock Option which is not intended toqualify under Section 422 of the Internal Revenue Code of 1986, asamended;

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## (b)                                 Theper share exercise price for the shares subject to this option shall be theFair Market Value (as defined in the Plan) of the Common Stock on the GrantDate, which exercise price is set forth on Schedule A hereto;

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## (c)                                  Thisoption shall vest in accordance with the vesting schedule set forth on ScheduleA hereto; and

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## (d)                                 Noportion of this option may be exercised more than****seven(7) years from the Grant Date.

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# 2.                                       Paymentof Exercise Price.  The option may beexercised, in part or in whole, only by written request to the Corporationaccompanied by payment of the exercise price in full either:  (i) in cash for the shares with respectto which it is exercised; (ii) if the shares underlying the option areregistered under the Securities Act, by delivering to the Corporation a noticeof exercise with an irrevocable direction to a broker-dealer registered underthe Securities Exchange Act of 1934, as amended, to sell a sufficient portionof the shares and deliver the sale proceeds directly to the Corporation to paythe exercise price; or (iii) by delivering previously owned shares ofCommon Stock or a combination of shares and cash having an aggregate FairMarket Value (as defined in the Plan) equal to the exercise price of the sharesbeing purchased; provided,however, that shares of Common Stockdelivered by the Optionee may be accepted as full or partial payment of theexercise price for any exercise of the option hereunder only if the shares havebeen held by the Optionee for at least six (6) months.

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# 3.                                       Miscellaneous.

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## (a)                                  ThisAgreement is binding upon the parties hereto and their respective heirs,personal representatives, successors and assigns.

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## (b)                                 ThisAgreement will be governed and interpreted in accordance with the laws of theState of Delaware, and may be executed in more than one counterpart, each ofwhich shall constitute an original document.

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## (c)                                  Noalterations, amendments, changes or additions to this agreement will be bindingupon either the Corporation or Optionee unless reduced to writing and signed byboth parties.

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In witnesswhereof, the parties have executed this Agreement as of the Grant Date.

 
|   |   | BIO KEY INTERNATIONAL,  INC. |
|--------|--------|------------------------------|
|   |   |                         |   |
|   |   |                         |   |
|   |   | By:                          |   |
|   |   | Title:                       |   |
|   |   |                         |   |
|   |   |                         |   |
|   |   | OPTIONEE                     |
|   |   |                         |   |
|   |   |                         |   |
|   |   |                         |
|   |   | John Schoenherr              |
|        |        |                              |  |  |  |

 

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**Schedule A**

 

1.  Optionee: John Schoenherr

 

2.  Grant Date: February 27, 2009

 

3.  Number of Shares of Common Stock covered bythe Option:  100,000

 

4.  Exercise Price (Fair Market Value of CommonStock on the Grant Date):  $0.087

 

5.  The Option shall vest inaccordance with the following schedule:

 

(i)                                     50,000shares shall vest on February 27, 2010; and

 

(ii)                                  50,000shares shall vest on February 27, 2011.

 

6.  Expiration Date:  February 27, 2016.

 
|   |                                   |
|--------|----------------------------------------|
|   | Initials of Authorized                 |
|   | Officer of BIO KEY INTERNATIONAL, INC. |
|   |                                   |
|   |                                   |
|   |                                   |
|   | Optionee’s Initials               |

 

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