SCHICK TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The purpose of the Schick Technologies, Inc. 1997 Stock Option Plan for Non-Employee Directors (the "Plan")
is to assist Schick Technologies, Inc., a Delaware corporation (the "Corporation") and its subsidiaries and
affiliates in attracting, retaining, and compensating highly qualified individuals who are not employees for service
as members of the Board of Directors of the Corporation (the "Board") and to provide such individuals with an
ownership interest in the Corporation's common stock. The Plan will be beneficial to the Corporation and its
stockholders by allowing these Non-Employee Directors to have a personal financial stake in the Corporation
through an ownership interest in the Corporation's common stock, in addition to underscoring their common
interest with stockholders in increasing the value of the Corporation's stock over the long term.
2.1 A "Change in Control of the Corporation" shall be deemed to occur if any of the following circumstances shall
(i) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934 ("Act") becomes the "beneficial owner" as defined in Rule 13d-3 under the Act of more than 20% of the
then outstanding voting securities of the Corporation;
(ii) any "person" or "group" within the meaning of Sections 13(d) and 14(d)(2) of the Act acquires by proxy or
otherwise the right to vote for the election of directors, for any merger or consolidation of the Corporation or for
any other matter or question with respect to more than 20% of the then outstanding voting securities of the
(iii) if during any period of twenty-four consecutive months, Present Directors and/or New Directors cease for
any reason to constitute a majority of the Board.
For these purposes, "Present Directors" shall mean individuals who at the beginning of such consecutive twenty-
four month period were member