Exhibit 10.85


 


Thomas J. Colatosti


Optionee


 


BIO-KEY INTERNATIONAL, INC.


 


NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER THE


BIO-KEY
INTERNATIONAL, INC.


2004 STOCK INCENTIVE PLAN


 


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


 


WHEREAS, Optionee
is a director of the Corporation and the Corporation considers it desirable and
in its best interest that Optionee be given an inducement to acquire a
proprietary interest in the Corporation and an incentive to advance the
interests of the Corporation by granting the Optionee an option to purchase
shares of common stock of the Corporation (the “Common Stock”);


 


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


 


1.                                       Terms
of Stock Option.  The option to
purchase Common Stock granted hereby is subject to the terms, conditions, and
covenants set forth in the Plan as well as the following:


 


(a)                                  This
option shall constitute a Non-Qualified Stock Option which is not intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as
amended;


 


(b)                                 The
per share exercise price for the shares subject to this option shall be the
Fair Market Value (as defined in the Plan) of the Common Stock on the Grant
Date, which exercise price is set forth on Schedule A hereto;


 


(c)                                  This
option shall vest in accordance with the vesting schedule set forth on Schedule
A hereto; and


 


(d)                                 No
portion of this option may be exercised more than  seven
(7) years from the Grant Date.


 

















 


2.                                       Payment
of Exercise Price.  The option may be
exercised, in part or in whole, only by written request to the Corporation
accompanied by payment of the exercise price in full either:  (i) in cash for the shares with respect
to which it is exercised; (ii) if the shares underlying the option are
registered under the Securities Act, by delivering to the Corporation a notice
of exercise with an irrevocable direction to a broker-dealer registered under
the Securities Exchange Act of 1934, as amended, to sell a sufficient portion
of the shares and deliver the sale proceeds directly to the Corporation to pay
the exercise price; or (iii) by delivering previously owned shares of
Common Stock or a combination of shares and cash having an aggregate Fair
Market Value (as defined in the Plan) equal to the exercise price of the shares
being purchased; provided,  however, that shares of Common Stock
delivered by the Optionee may be accepted as full or partial payment of the
exercise price for any exercise of the option hereunder only if the shares have
been held by the Optionee for at least six (6) months.


 


3.                                       Miscellaneous.


 


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


 


(b)                                 This
Agreement will be governed and interpreted in accordance with the laws of the
State of Delaware, and may be executed in more than one counterpart, each of
which shall constitute an original document.


 


(c)                                  No
alterations, amendments, changes or additions to this agreement will be binding
upon either the Corporation or Optionee unless reduced to writing and signed by
both parties.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


2

















 


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


 


	
   

  	
   

  	
  BIO KEY INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Thomas J. Colatosti

  
					



 


3

















 


Schedule A


 


1.  Optionee: Thomas J. Colatosti


 


2.  Grant Date: 
February 27, 2009


 


3.  Number of Shares of Common Stock covered by
the Option:  50,000


 


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


 


5.  The Option shall vest in
accordance with the following schedule:


 


(i)                                     25,000
shares shall vest on February 27, 2010; and


 


(ii)                                  25,000
shares shall vest on February 27, 2011.


 


6.  Expiration Date:  February 27, 2016.


 


	
   

  	
   

  
	
   

  	
  Initials of Authorized

  
	
   

  	
  Officer of BIO KEY INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s Initials

  



 


4