Unassociated Document


     

    
      Exhibit 10.12

      


      


      This
Agreement dated August 12,2009, is between Dais Analytic Corporation
(hereinafter referred to as “Company”), a New York
corporation, having its principal place of business at 11552 Prosperous Drive,
Odessa, FL 33556 and Harold Mandelbaum, having his principal
place of business at 555 5th Avenue,
9th
Floor, New York, New York 10017 hereinafter referred to as “Consultant”. Company
and Consultant are also both hereinafter referred to individually as “Party” and
together as the “Parties”.

      


      WITNESSETH:

      


      


      WHEREAS, the Consultant is a
certified public accountant; and

      


      WHEREAS, Company has secured
and desires to retain the services of Consultant as Company’s Chief Financial
Officer (“CFO”) performing all necessary, advisable and/or requested services
customarily performed by CFO of a public company of similar stature and
complexity; and

      


      WHEREAS, Consultant has
provided and desires to continue to provide such services to Company;
and

      


      WHEREAS, the parties wish to
document the terms and conditions under such services were rendered and will
continue to be rendered; and

      


      NOW THEREFORE, the Parties
agree as follows:

      


      
        	
                1.  

              	
                Performance by
      Consultant. Consultant was engaged and continues as of the date
      hereof to be engaged by Company to act as its Chief Financial Officer
      pursuant to the terms and conditions of this Agreement. From the date of
      his engagement Consultant represents, acknowledges and agrees that he has
      been and will continue to be subject to the direction of the Board of
      Directors and the Company’s CEO, and has and will continue to perform and
      discharge well and faithfully all duties typically related to such a
      position in a public company in addition to any additional duties as may
      be assigned to him from time to time by Company in connection with the
      conduct of its business. Consultant understands the scope and nature of
      the services he performs under this Agreement, which include, but not be
      limited to, financial planning, budgeting, preparing, reviewing, and
      executing SEC reports, interfacing with audit staff, preparing monthly,
      quarterly and year end financials, supervising the closings relating to
      the forgoing financials, addressing SOX 404 requirements, overseeing the
      accounting personnel, reviewing financial controls, assuring Company’s
      financial records are in compliance with generally accepted accounting
      practices, executing and filing all reports required by the Securities and
      Exchange Commission on a timely basis and performing all business planning
      services for Company. Consultant represents that he has and shall continue
      to use his best efforts to perform said services expediently, in a good
      and professional manner, using competent personnel, in conformance with
      the terms of this Agreement and abiding by all applicable accounting
      standards and all federal, state and local laws and regulations. Said
      services  are  performed on a part-time basis with
      Consultant dedicating at least twenty (20) hours per week to Company’s
      business with additional time to be provided as needed or advisable to
      meet the requirements of the position and the reasonable deadlines of the
      business.  Such services have and shall be rendered by
      Consultant primarily from his principal place of business in New York City
      and, as and to the extent necessary or advisable, the Company’s Odessa
      facility. Company has and agrees to continue to cooperate with Consultant
      and to furnish Consultant all information and data concerning Company and
      its operations (“Information”) which Consultant deems necessary or
      appropriate for the purposes of fulfilling his services under this
      Agreement. During the course of this Agreement, Company has and shall
      continue to maintain Directors and Officer liability insurance and
      Consultant shall, to the extent provided by said policy, be insured there
      under.

              


      

      


      
        	
                2.  

              	
                Compensation.
      As full compensation for all services rendered or to be rendered by
      Consultant pursuant to the terms and conditions of this Agreement,
      Company:

              


      

      


      
        	
                 

              	
                (a)
      shall, commencing on May 1, 2009, pay Consultant, for each full month in
      which Consultant performed or performs the services described herein
      pursuant to the terms and conditions of this Agreement, the sum of Three
      Thousand Three Hundred and Thirty Three Dollars ($3333.00). Any such
      payment shall be due and payable within 30 days of Company’s receipt of
      Consultant’s invoice describing in reasonable detail ( including a
      schedule of hours worked and issues addressed in each such hour) the
      services provided by Consultant to Company in the month relating to the
      invoice; and

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	
                 

              	
                (b)
      issued to Consultant, on May 1, 2009, an option to purchase Two Hundred
      Thousand (200,000) shares of Common Stock of the Company
      ("Option").  The Option was granted pursuant to and exercisable
      in accordance with the Non-Qualified Stock Option Agreement executed by
      the parties and attached hereto as Exhibit A, the terms and conditions of
      which are incorporated herein by
reference.

              


      

      


      
        	
                3.  

              	
                Term.
      Consultant represents and agrees that all such services were rendered and
      will continue to be rendered subject to and in accordance with the terms
      and conditions of this Agreement. This Agreement may be terminated, with
      or without cause, by either party upon written notice.  In the
      event of termination by either party, the Consultant shall immediately
      convey in writing all work product , reports, records, correspondence,
      work books, inventions, discoveries, plans, formulas, processes,
      strategies and theories contemplated, discussed or under development along
      with current status of all projects upon which he is working prior to his
      departure (“Work Product”).  In addition,
      this  Agreement shall automatically terminate upon the death or
      permanent disability of Consultant.  The exercise of the right
      to terminate by Company or Consultant shall not abrogate the rights and
      remedies of the terminating party with respect to a breach of this
      Agreement. All payments under this section, with the exception of those
      earned and owing as of the date of termination, shall cease upon
      termination of this Agreement. Notwithstanding any provision of this
      Agreement to the contrary, Company shall not be liable for any amounts due
      to Consultant as of the date of termination until all of the above Work
      Product is delivered to Company in an orderly and legible
      condition.

              


      

      


      
        
          	
                  4. 

                	
                  Expenses. The
      Company will reimburse Consultant for actual and reasonable expenses
      incurred     in travel to Company’s Odessa
      Florida facility provided said expenses are pre- approved by Company in
      writing.  Consultant shall not be entitled to any compensation,
      benefits, expenses or other payments, other than those specifically
      provided for in this
Agreement.

                


        

      

      


      


      
        	
                5. 

              	
                Confidential
      Information.

                (a)
      Consultant recognizes and acknowledges that the Company’s Confidential
      Information, as defined below and as it may exist from time to time, is a
      valuable, and unique asset of the Company’s business, access to and
      knowledge of which are essential to the performance of the Consultant’s
      duties hereunder. Consultant has not and will not during or after the term
      of this Agreement, in whole or in part, disclose, publish or make
      accessible such Confidential Information which Consultant may now possess,
      may obtain during the term of this Agreement, or may create prior to the
      end this Agreement, to any person, firm, corporation, association or other
      entity for any reason or purpose whatsoever (excluding court orders or
      subpoenas) nor shall the Consultant make use of any such property for
      Consultant’s own purposes or for the benefit of any person, firm,
      corporation or other entity (except the Company) under any circumstances
      during or after the term of this Agreement without prior written approval
      of Company. Consultant has not and may not employ third parties to perform
      the services without the express written consent of the Company, and only
      after having executed an agreement containing provisions at least as
      restrictive as the provisions contained herein and provided said agreement
      conveys to Company all the rights and obligations to be afforded to it by
      the no hereunder. Employing a third party shall not relieve Consultant of
      its obligations under any provision of this Agreement and Consultant shall
      be liable for any breach of this Agreement by its third parties.
      .

              


      

      


      
        	
                 

              	
                (b.)
      For the purposes of this Agreement, Confidential Information shall be
      defined as any and all trade secrets, know-how, proprietary information
      and other data or information of any nature ( including, but not limited
      to, any idea, product or product concepts, improvement, inventions
      (including but not limited to discoveries, concepts, and ideas),
      innovation, process, product, method, development, discovery, sample,
      research, technical data, design, formula, device, pattern, concept,
      techniques, marketing plans, strategies, forecasts, customer lists,
      financial records or information, information regarding products, designs,
      methods, systems, software programs, schematic model, diagram, drawing,
      flow chart, chemical mixture, product specification, plan for new or
      revised product, compilation of information, work in progress and any
      modifications, revisions, enhancements or improvements thereto, whether
      patentable or not) disclosed or made available to Consultant or known to
      Consultant as a direct or indirect consequence of or through the
      relationship with the Company or created by either Company or Consultant,
      whether alone or with another party, during the performance of this
      Agreement and not generally known to the
public.

              


      

      


      
        	
                 

              	
                (c.) Consultant
      has the same obligations under this Agreement with respect to Generated
      Items as it has with respect Company’s Confidential Information. For the
      purpose of this Agreement “Generated Items” shall mean (1) all materials
      or products generated or made from Confidential Information and (2) all
      technical data that (2a) reasonably pertains to the identity or
      performance of Confidential Information or (2b) is generated using
      Confidential Information or those materials or products defined under (1).
      At the conclusion of this agreement Consultant shall return to Company all
      Confidential Information.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                6. 

              	
                Ownership.

              


      

      


      
        	
                 

              	
                (a)
      All information of any nature, created, discovered, or developed during
      the performance of this Agreement by either Company or Consultant, whether
      alone or with any other party, or in part or in whole, or by Company,
      whether alone or with another party before, or in part or in whole, during
      or after this Agreement, or in which property rights have been assigned or
      otherwise conveyed to the Company is Confidential Information and shall be
      the sole property of the Company and its assigns, and the Company and its
      assigns shall be the sole owner of all patents, copyrights and other
      rights in connection therewith. The Consultant acknowledges the foregoing
      and also acknowledges that this Agreement is a “work for hire” Agreement
      and hereby waives, assigns and transfers to Company or to any person, or
      entity designated by the Company, any and all rights and interest
      Consultant has or may acquire to said information made or conceived by
      Consultant, solely or jointly, or in whole or in part, in performance of
      the Agreement. Consultant represents and warrants that neither it, its
      employees, if any, or any approved third parties assigned to this
      Agreement by Consultant have entered into any agreement or have any other
      obligation of any nature which would contradict or otherwise impinge upon
      the obligations hereunder or the rights to be conveyed to the Company
      under the Agreement. Consultant warrants and represents that it has
      secured such rights by contract from its employees and any approved third
      party it employs under this Agreement and therefore has full and
      unrestricted power and authority to enter into this Agreement and to grant
      the rights defined above exclusively to Company. Consultant further
      represents and warrants that no pre-existing work shall be integrate
      into work produced hereunder by it,  its employees or approved
      third parties unless Consultant has obtained a valid license complying
      with the terms of this Agreement and said license permits the Company to
      exclusively use such pre-existing  work. Further Consultant
      represents and warrants that the work produced hereunder by it, its
      employees, if any, and its approved third parties does not infringe on the
      proprietary rights of any third
party.

              


      

      


      
        	
                 

              	
                (b)  Consultant
      will promptly disclose and cause its employees, if any, and any approved
      third parties assigned hereunder to disclose to the Company, or any
      persons designated by it, all improvements, modifications, developments,
      documentation, data, inventions, designs, ideas, copyrightable works,
      discoveries, trademarks, copyrights, trade secrets, formulas, processes,
      techniques, know-how, and data, whether or not patentable, made or
      conceived or reduced to practice or learned or proposed by Consultant,
      either alone or jointly with others, and by the approved third parties,
      either alone or jointly with others, during the period of this Agreement
      which are in any way related to or useful in the actual, anticipated or
      potential businesses of the Company, or the result of tasks assigned to
      Consultant by the Company or resulting from use of premises or equipment
      owned, leased or contracted for by the Company. Any invention relating
      to   services or products to be completed by Consultant or
      its approved third parties under this Agreement which is created by
      Consultant within six (6) months following the termination or completion
      of this Agreement shall be deemed to fall within the provisions of this
      Agreement unless established by Consultant using written documentation to
      have been first conceived and made following such termination or
      completion.

              


      

      


      
        	
                7. 

              	
                Assignment of
      Inventions.

                (a) Consultant
      hereby waives, assigns and transfers to the Company any rights Consultant
      may have or may acquire in all inventions (including, but not limited to,
      ideas, discoveries, processes and improvements) created or proposed as a
      direct or indirect result of the work performed under this Agreement and
      agrees that all said inventions shall be the sole property of the Company
      and its assigns, and the Company and its assigns shall be the sole owner
      of all patents, copyrights and other rights in connection therewith.
      Consultant further agrees to assist the Company in every proper way (but
      at the Company’s expense) to obtain and from time to time enforce patents,
      copyrights or other rights on said inventions in any and all countries,
      including, but not limited to, Consultant executing all documents
      necessary:

              


      

      


      
        	
                 

              	
                (i)
      to apply for, obtain and vest in the name of the Company (unless the
      Company otherwise directs) letters   patent, copyrights or
      other analogous protection in any country throughout the world and when so
      obtained or vested to renew and restore the same;
  and

              


      

      


      
        	
                 

              	
                (ii)
      to defend any opposition proceedings in respect of such applications and
      any opposition proceedings or petitions or applications for revocation of
      such letters patent, copyright or other analogous
    protection.

              


      

      


      
        	
                 

              	
                (b) Consultant’s
      obligation to reasonably assist the Company in obtaining and enforcing
      patents and copyrights for such Inventions in any and all countries shall
      continue beyond the termination or completion of this
      Agreement.

              


      

      


      
        	
                 

              	
                (c) Company
      shall compensate the Consultant at a reasonable and customary rate for
      services provided by Consultant, at Company’s written request, in
      assisting Company pursuant to Section 7(a), 7(b) or
  7(e).

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (d) Consultant
      acknowledges that all original works of authorship which are made by
      Consultant (solely or jointly with others) within the scope of this
      Agreement and which are protectable by copyright are being created at the
      instance of the Company and are “works for hire”, as that term is defined
      in the United States Copyright Act (17 USC Section 101). If such laws are
      inapplicable or in the event that such works, or any part thereof, are
      determined by a court of competent jurisdiction not to be a work made for
      hire under the United States copyright laws, this Agreement shall operate
      as an irrevocable right, title and interest (including, without limitation
      all rights in and to the copyrights throughout the world, including the
      right to prepare derivative works and the right to all renewals and
      extensions) in the Works in
perpetuity

              


      

      


      
        	
                 

              	
                (e) In
      the event Company is unable, after reasonable effort, to secure
      Consultant’s signature,  regardless of reason, on any letters
      patent, copyright or other analogous protection relating to an invention
      created during the term of this Agreement or the term designated in
      Section 6 (a), Consultant hereby irrevocably designates and appoints
      Company and its duly authorized officers and agents as Consultant’s agent
      and attorney-in-fact, to act for and in Consultant behalf and stead to
      execute and file any such application or applications and to do all other
      lawfully permitted acts to further the prosecution and issuance of letters
      patent, copyright or other analogous protection thereon with the same
      legal force and effect as is executed by Consultant. Consultant’s
      obligation to assist Company in obtaining and enforcing patents and
      copyrights for such inventions in any and all countries shall continue
      beyond the cancellation or termination of this
      Agreement.  Consultant shall be responsible for having all
      inventions owned by Company pursuant to the terms of this Agreement and
      made by any of Consultants employees or approved third parties immediately
      assigned to Consultant or Company, as Company shall
  direct.

              


      

      


      
        	
                8.

              	
                Specific
      Remedies.  If Consultant has committed or commits a
      breach of any of the provisions of the Agreement, the Company shall have
      in addition to all remedies available under the
  law:

              


      

      


      
        	
                 

              	
                (a.)
      The right and remedy to have such provision specifically enforced by any
      court of competent jurisdiction, it being acknowledged and agreed that any
      such breach will cause irreparable injury to the Company and that money
      damages will not provide an adequate
remedy.

              


      

      


      
        	
                 

              	
                (b.)
      The right and remedy to require Consultant to account for and pay over to
      Company
      all compensation, profits monies, accruals, increments or other benefits
      (collectively “benefits”), derived or received by Consultant as the result
      of any transaction constituting a breach of any such provisions, and
      Consultant hereby agrees to account for and pay over such benefits to the
      Company.

              


      

      


      
        	
                9.

              	
                Assignment of
      Agreement. This Agreement may not be assigned by any Party hereto
      without the written consent of the other Party. This Agreement will enure
      to the benefit of and be binding upon the Parties and their respective
      successors.

              


      

      


      
        	
                10.

              	
                Notice.  Any
      notice required or permitted to be given under this Agreement shall be
      sufficient if in writing and sent by registered or certified mail, prepaid
      and return receipt requested, to Consultant at its principal place of
      business listed above and to Company at its address set forth above,
      Attention: President, Dais Analytic Corporation. Either Party may change
      the address to which it desires notices be mailed by providing written
      notice of the address change the above prescribed
  manner.

              


      

      


      
        	
                11.

              	
                Waiver of
      Breach. A waiver by the Company or Consultant of a breach of any
      provision of this Agreement by the other Party shall not operate or be
      construed as a waiver of any subsequent breach by the other
      Party.

              


      

      


      
        	
                12.

              	
                Survival.
      Sections 5,6,7, 8, 13 and 14 in addition to any other provision of this
      Agreement providing for survival shall remain in effect indefinitely and
      shall survive the termination of this
Agreement.

              


      

      


      
        	
                13.

              	
                Indemnification and
      Insurance.  Consultant agrees to indemnify, defend and
      hold Company harmless from any claims, expenses, losses or damages
      threatened or assessed against Company (including but not limited to all
      such claims, expenses, losses or damages for personal injury or death or
      for damage to, or loss of, property) (“Losses”) resulting from any
      negligent act, error, omission or willful act on the part of Consultant
      with respect to services provided under this Agreement. Consultant
      represents that he has and shall maintain error and omission insurance in
      an amount reasonably satisfactory to Company and shall provide Company a
      certificate of insurance evidencing said insurance and naming Company as
      an additional insured. Said insurance shall provide coverage for any
      Losses relating to Consultant’s performance of this Agreement. Consultant
      hereby acknowledges that he is accountable for his own federal, state,
      city and self employment taxes, social security payments, all liability
      insurances, including but not limited to worker’s compensation insurance,
      medical insurances and any other taxes, penalties or charges imposed by
      any governmental or regulatory agency. The Consultant agrees to sign a
      completed W-9 certificate prior to issuance of any monies under this
      Agreement. Consultant hereby waives all claims of any nature against
      Company with regard to any injuries sustained by him or any of his
      employees or agents in the performance of this Agreement and shall
      indemnify, defend and hold harmless Company, its directors, employees and
      agents from and against any and all damages, claims, costs or expenses of
      any nature, including but not limited to reasonable attorneys fees, which
      arise from or are related to any injury sustained by Consultant, it’s
      agents, or employees in performance of this Agreement. Consultant shall
      and has secured in writing substantially the same waiver in favor of
      Company from each of its employees, if any, and its approved third
      parties.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                14.

              	
                Independent
      Consultant. In all things undertaken by the Parties with relation
      to this Agreement, it is specifically understood and agreed that
      Consultant shall be and remain at all times, an independent Consultant,
      and neither Consultant nor any of his employees, agents or consultants
      shall be treated as a servant, agent or employee of Company. Nothing
      contained herein shall be construed to imply a joint venture between
      Consultant and Company.  Company shall have no voice in the
      selection, discharge, supervision, or control of Consultant’s employees or
      representatives, if any, nor shall it have any right to direct or control
      Consultant, subject only to the general objectives, requirements and
      direction of the Company’s Board of Directors and Chief Executive Officer.
      The manner in which the services Consultant provides under this Agreement
      are performed and the specific hours are determined by the Consultant,
      provided the services are performed during customary working hours,
      includes as many hours as reasonably necessary to fulfill the Consultant’s
      obligations under this Agreement and Consultant regularly consults with
      Company regarding fulfillment of the Company’s objectives. Consultant
      shall provide all facilities and labor necessary to complete this
      Agreement. Consultant accepts full and exclusive responsibility and
      liability for all filing requirements, taxes, benefits or expenses
      associated with this Agreement including but not limited to: (i)filing all
      returns, including but not limited to state, Federal and NYC income tax
      returns, (ii) payment of federal, state and NYC taxes of any and all
      nature (ii) any and all withholding responsibilities, (iii) any and all
      contributions and withholding for unemployment insurance, old age pension
      or retirement, and (iv) any other benefits of any nature imposed by any
      law, regulation or otherwise and whether or not measured by or attributed
      to wages, salaries or other remuneration paid or payable by Consultant to
      employees of Consultant engaged in the work carried out pursuant to this
      Agreement, or by voluntary or contractual benefit plans between Consultant
      and its employees which require contributions by Consultant. Neither
      Contractor or his employees or representatives, if any, shall be entitled
      to or receive any benefit normally provided to Company’s employees.
      Company shall not be responsible for withholding any income or other taxes
      or any other amounts, regardless of nature, from the payments to
      Contractor. Company shall prepare and file a Form 1099 for each taxable
      year in which Consultant offers services under this Agreement. Neither
      Consultant nor Company shall have the right, power or authority to create
      any obligation, express or implied, on behalf of the other. Company
      acknowledges that Consultant is in the business of providing financial and
      accounting services to others and that Consultant’s services shall not be
      exclusive to Company during the term of this Agreement. Nothing contained
      in this Agreement shall be construed to limit or restrict Consultant in
      providing such services to others other than as required to meet
      Consultant’s obligations to Company under the terms of this
      Agreement.

              


      

      


      
        	
                15.

              	
                Governing Law.
      This Agreement shall be governed by, and construed and enforced in
      accordance with the laws of the State of Florida, not including, however,
      any conflict of laws rule of such State which may direct the application
      of the laws of any other jurisdiction. Each Party agrees to submit to the
      jurisdiction of the courts of the State of Florida. Any award hereunder
      shall be final and binding upon the Parties and may, if necessary, be
      enforced by any court or other competent
  authority.

              


      

      


      
        	
                16.

              	
                Severability.  If
      any covenant or other provision of this Agreement is invalid, illegal, or
      incapable of being enforced by reason of any rule of law or public policy,
      then such covenant or other provision will be modified, if possible, to
      the extent necessary to make it legal and enforceable or, if necessary,
      severed from the agreement and in the latter event the Agreement will be
      construed as if such invalid, illegal, or unenforceable covenant or
      provision had never been contained in this Agreement and all
      other  provisions shall remain in full force and effect
      .

              


      

      


      
        	
                17.

              	
                Captions. The
      captions included in this Agreement are provided for convenience only and
      shall not affect the meaning or interpretation of this
      Agreement.

              


      

      


      
        	
                18.

              	
                No Implied
      License. Nothing contained in this Agreement shall be implied to
      grant the Consultant any license with respect to the services performed or
      products produced hereunder or the results
  thereof.

              


      

      


      
        	
                19.

              	
                Entire
      Agreement. This Agreement contains the entire agreement of the
      Parties and supersedes all previous proposals, both oral and written,
      negotiations, representations, commitments, writings and all other
      communications by the Parties. It may be changed only by an agreement in
      writing signed both Parties.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                20.

              	
                Authority.  Each
      Party to this Agreement represents that the individual executing this
      Agreement on its behalf is duly authorized to bind such Party to this
      Agreement according to its terms.

              


      

      


      
        	
                21.

              	
                Modifications to
      Agreement.  No change, modification of or alteration to
      this Agreement of any nature, including, but not limited to, any technical
      changes, modifications or alterations to deliverables required hereunder,
      shall be effective unless first made in writing and signed by Timothy
      Tangredi, on behalf of Company, and
Consultant.

              


      

      


      
        	
                22.

              	
                Public Notice.
      Consultant shall not make public the existence of this Agreement or the
      work done hereunder without prior written permission from
      Company.

              


      

      


      
        	
                23.

              	
                Language. The
      language in all parts of this Agreement shall in all cases be construed
      simply, as a whole and not strictly for or against any
    party.

              


      

      


      


      IN WITNESS
WHEREOF, the Parties have executed this Agreement as of the day and the
year first hereinabove written.

      


       

      
        
          	
                  Dais
      Analytic Corporation

                	
                  Harold
      Mandelbaum

                
	 
      	 
      
	 
      	 
      
	
                  By: /s/TIMOTHY TANGREDI    

                	
                  By: /s/ HAROLD MANDELBAUM    

                
	 
      	 
      
	
                  Printed Name: Timothy
      Tangredi

                	
                  Printed Name: Harold
      Mandelbaum

                
	
                  Title:  President

                	
                  Title:
      Consultant

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      DAIS
ANALYTIC CORPORATION

      2000
INCENTIVE COMPENSATION PLAN

      NON-QUALIFIED
STOCK OPTION AGREEMENT

      


      


      THIS OPTION AGREEMENT is made
as of the 1st day of May, 2009 (the “Option Date”), between Dais Analytic
Corporation, a New York corporation (the “Company”), and Harold Mandelbaum, a
consultant to the Company or one of its subsidiaries (the
“Optionee”).

      


      WHEREAS,
the Company established the 2000 Incentive Compensation Plan (the “Plan”) to
advance the interests of the Company by attracting and retaining qualified and
competent employees and consultants through encouragement of stock ownership in
the Company; and

      


      WHEREAS,
the Company desires to grant to the Optionee a nonqualified stock option to
purchase shares of the Company’s common stock, par value $.01 per share (the
“Common Stock”), pursuant to the Plan.

      


      NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration, the parties hereto have agreed,
and do hereby agree, as follows:

      


      1. Grant of
Option.  The Company hereby grants to the Optionee the right
and Option (hereinafter called the “Option”) to purchase from the Company Two
Hundred Thousand  (200,000) shares (the “Option Shares”) of the Common
Stock of the Company, or any part of such number, on the terms and conditions
herein set forth.  It is intended that the Option shall constitute a
nonqualified stock option@ within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

      


      2. Exercise
Price.  The exercise price of the Option Shares shall be
Nineteen Cents ($.19) per share, as adjusted pursuant to paragraph 9
hereof.

      


      3. Term of
Option.  The term of the Option shall be for a period of ten
(10) years from the Option Date, subject to earlier termination as hereinafter
provided.

      


      4. Exercise of
Option.  Subject to the provisions of Sections 7 and 11 hereof,
the Option may be exercised during the term specified in Section 3 as
follows:

      


      (a) Fifty
Thousand (50,000) Option Shares shall vest on the anniversary of third (3rd) month
following the date of this Option; and

      


      (b) an
additional Fifty Thousand (50,000) Option Shares shall vest every three (3)
months thereafter until the entire number of Option Shares is
vested.

      


      5. Restrictions on
Disposition.  All Option Shares acquired by the Optionee
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition provided by Federal or state
law.  As a condition precedent to receiving Option Shares upon the
exercise of this Option, the Company may require that the Optionee submit a
letter to the Company stating that the Option Shares are being acquired for
investment and not with a view to the distribution thereof.  The
Company shall not be obligated to sell or issue any shares of Common Stock
pursuant to this Agreement unless, on the date of sale and issuance thereof, the
shares of Common Stock are either registered under the Securities Act of 1933,
as amended, and all applicable state securities laws, or are exempt from
registration thereunder.  All Option Shares issued to the Optionee
pursuant to this Agreement may bear a restrictive legend summarizing any
restrictions on transferability applicable thereto, including those imposed by
Federal and state securities laws.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      6. Not a Contract of
Service.  So long as the Optionee shall continue to be an
consultant of the Company or one or more of its subsidiaries or affiliates, the
Option shall not be affected by any change in the Optionee’s
services.  Nothing in this Option Agreement shall confer upon the
Optionee any right to continue in the service of the Company or of any of its
subsidiaries or affiliates, or interfere in any way with the right of the
Company or any such subsidiary or affiliate to terminate the services of the
Optionee at any time.

      


      7. Method of Exercising
Option.

      


      (a)
Subject to the terms and conditions of this Option Agreement and such
administrative regulations as may be adopted by the Compensation Committee of
the Board of Directors of the Company (the “Committee”), the Option may be
exercised by written notice to the Chief Financial Officer of the Company at the
principal office of the Company.  Such notice shall state the election
to exercise the Option and the number of Option Shares in respect of which it is
being exercised, and shall be signed by the person so exercising the
Option.  Such notice shall be accompanied by payment of the full
exercise price of such Option Shares, which payment shall be made either (i) in
cash, (ii) certified check or bank draft payable to the Company or (iii) by
delivery of shares of Common Stock of the Company with a Fair Market Value equal
to the exercise price, or by a combination of (i), (ii) and/or (iii) which
together shall equal the exercise price.  The certificate or
certificates for the Option Shares as to which the Option shall have been so
exercised shall be registered in the name of the person so exercising the
Option, or if the Optionee so elects, in the name of the Optionee or one other
person as joint tenants, and shall be delivered as soon as practicable after the
notice shall have been received.

      


      (b) For
purposes of this Agreement, “Fair Market Value” of the Common Stock on any given
date shall be determined by the Committee under the Plan as follows: (a) if the
Common Stock is listed for trading on one or more national securities exchanges,
or is traded on the automated quotation system of NASDAQ (the “NASDAQ”), the
average of the highest and lowest reported sales prices on the principal such
exchange or on NASDAQ on the date in question, or, if such Common Stock shall
not have been traded on such principal exchange on such date, the average of the
highest and lowest reported sales prices on such principal exchange or on NASDAQ
on the first day prior thereto on which such Common Stock was so traded; or (b)
if the Common Stock is not listed for trading on a national securities exchange
or on NASDAQ, as determined in good faith by the Committee, which determination
shall be final and binding on all parties.

      


      8. Withholding
Requirements.  Upon exercise of the Option by the Optionee and
prior to the delivery of Option Shares purchased pursuant to such exercise, the
Company shall have the right to require the Optionee to remit to the Company
cash or shares of Common Stock in an amount sufficient to satisfy applicable
federal and state tax withholding requirements.  The Company shall,
within two (2) business days after receiving from the Optionee notice that such
Optionee intends to exercise, or has exercised, all or a portion of the Option,
inform the Optionee as to whether it will require the Optionee to remit cash or
Common Stock for withholding taxes in accordance with the preceding
sentence.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9. Adjustments.  The
number, class and price per share covered by the Option shall be adjusted by the
Committee, whose good faith determination with respect thereto shall be
conclusive, to reflect any stock dividend, common stock split, share
combination, exchange of shares, merger, consolidation, recapitalization,
separation, reorganization, liquidation or extraordinary dividend payable in
stock of a corporation other than the Company, all for the purpose of providing
dilution protection for the Common Stock, such that Optionee shall be entitled
to purchase the number of shares which Optionee would have been entitled to
receive immediately following such event had this Option been exercised in full
immediately prior to such event.

      


      10. General.  The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of Common Stock as will be sufficient to satisfy
the requirements of
this Option Agreement, shall pay all original issue and transfer taxes with
respect to the issue and transfer of shares pursuant hereto and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

      


      11.Termination.  In
the event an Optionee’s continuous status as an consultant of the Company or a
subsidiary or affiliate of the Company terminates (other than for cause, as
determined by the Company)  Optionee (or his estate of legal
representatives, as the case may be) may exercise his Option, to the extent the
Optionee shall have been entitled to do so at the date of his or her termination
pursuant to Section 4 hereof, for a period of 90 days following  the
date of such termination, or, for a longer period of time as may be determined
by the Committee, but in no event later than the expiration of the term of the
Option, and to the extent that the Option is not exercised within such 90 day
period, the Option shall thereupon terminate and be of no further force or
effect.  In the event that termination is for cause, the Option, to
the extent not exercised on or before the date of termination, shall thereupon
terminate and be of no further force or effect.

       

      12. Incorporation by Reference
of Plan Provisions.  Each and every one of the terms,
conditions and limitations of the Plan is hereby incorporated herein by this
reference, and all such terms, conditions and limitations supersede any
inconsistent provisions contained herein.  By accepting the grant of
the Option covered by this Agreement, the Optionee hereby expressly acknowledges
that he has received and read a copy of the Plan and that he agrees to be bound
by the terms, conditions and limitations of the Plan and this
Agreement.

       

      13. Status.  Neither
the Optionee nor the Optionee's executor, administrator, heirs or legatees shall
be or have any rights or privileges of a shareholder of the Company in respect
of the Option Shares issuable upon exercise of the Option granted hereunder
unless and until the Option is validly exercised and the Company has caused the
Optionee's name to be entered as the shareholder of record on the books of the
Company.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      14. Company
Authority.  The existence of the Option herein granted shall
not affect in any way the right or power of the Company or its shareholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock of the Company or
the rights thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

       

      15. Disputes.  As
a condition of the granting of the Option herein granted, the Optionee agrees,
for the Optionee and the Optionee’s personal representatives, that any dispute
or disagreement which may arise under or as a result of or pursuant to this
Option Agreement shall be determined by the Committee, in its sole discretion,
and that any interpretation by the Committee of the terms of this Option
Agreement shall be final, binding and conclusive.

       

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

       

      17. Governing
Law.  This Option Agreement is a New York contract and shall be
construed under and be governed in all respects by the laws of New York, without
giving effect to the conflict of laws principles of New York law.

      


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      IN WITNESS
WHEREOF, the Company has caused this Option Agreement to be duly executed
by an officer hereunto duly authorized, and the Optionee has hereunto set his or
her hand, all as of the day and year first above written.

       

      
        
          	 	      
                  DAIS
      ANALYTIC CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	      
                  /s/
      Timothy N. Tangredi 

                	 
	 	 	      
                  Name:
      Timothy N. Tangredi 

                	 
	 	 	      
                  Title:  
      President 

                	 
	 	 	 	 


        

      

       

      
        
          	 	      
                  OPTIONEE

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	      
                  /s/
      Harold Mandelbaum 

                	 
	 	 	      
                  Signature 

                	 
	 	 	 	 
	 	 	      
                  Name:    Harold
      Mandelbaum 

                	 
	 	 	      
                  Address:
      555 Fifth Avenue 

                	 
	 	 	      
                                   
      9th Floor 

                	 
	 	 	      
                                   
      New York, N.Y. 10017