AMENDED AND RESTATED 2002 STOCK OPTION PLAN
1. Purpose . The Plan is intended to promote the interests of the Company by providing a
method whereby officers and key employees who have provided and are expected in the future to provide
valuable services to the Company may be given the opportunity to acquire an ownership interest in the Company
and benefit from increases in the value of the Stock.
The purpose of the Plan is to set forth terms and conditions applicable to the Options granted hereunder
and to the shares of Stock issuable upon exercise of such Options.
Options granted pursuant to the Plan shall be Non-Qualified Stock Options. The proceeds received by
the Company from the sale of Stock pursuant to exercise of the Options shall be used for general corporate
2. Definitions . In addition to terms defined elsewhere in the Plan, the following terms are defined
as set forth below:
2.1 " Board " means the Board of Directors of the Company.
2.2 " Change of Control " means a transaction or event in which, after the effective date of
the Plan, (a) the Company shall merge or consolidate with any other corporation and shall not be the surviving
corporation; (b) the Company shall transfer all or substantially all of its assets to another person; or (c) any
person shall have become the beneficial owner of more than fifty percent (50%) of the voting power of the
Company's outstanding voting securities.
2.3 “ Code ” means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code include regulations promulgated thereunder and successor
provisions and regulations thereto.
2.4 " Company " means Sutron Corporation, a Virginia corporation.
2.5 " Date of Grant " means, with respect to any Option, the date on which an Option was
granted as specified in the corresponding Option Agreement.