Exhibit 10.2

 

EXHIBIT B

Form of Nonqualified Stock Option Agreement

 

SDR DRONE, INC.

 

2026 STOCK INCENTIVE PLAN

 

NONQUALIFIED STOCK OPTION AGREEMENT

 

This Nonqualified Stock Option Agreement (this “Agreement”) is made as of the Grant Date set forth below between SDR Drone, Inc., a Florida corporation (the “Company”), and Participant named below, under, and subject to, the 2026 SDR Drone, Inc. Stock Incentive Plan, as amended (the”Plan”). Capitalized terms used and not defined in this Agreement have the meanings given them in the Plan.

 

NOTICE OF GRANT

 

Participant:   ___________________________
     
Position:   ___________________________
     
Grant Date:   ______________, 2026
     
Number of Shares:   _______ Shares of common stock, $0.001 par value
     
Fair Market Value at Grant:   $_______ per Share
     
Option Price:   $_______ per Share
     
Aggregate Option Price:   $_______
     
Type of Option:   Nonqualified Stock Option. This Option is not, and is not intended to be, an incentive stock option under Section 422 of the Code.
     
Expiration Date:   ______________, 20__
     
Vesting Schedule:   One-third (1/3) of the Shares on each of the first, second and third anniversaries of the Grant Date, subject to Section 4, with fractional Shares carried forward and the whole balance vesting on the third anniversary.

 

TERMS AND CONDITIONS

 

1. Grant of Option. The Company grants to Participant, effective on the Grant Date, an option (this “Option”) to purchase the number of Shares set forth above at the Option Price set forth above, on the terms and subject to the conditions of this Agreement and the Plan. This Option is granted under Article 5A of the Plan and counts against the Share reserve in Section 3.01 of the Plan.

 

2. Nature of the Option. This Option is a Nonqualified Stock Option. Participant acknowledges that the Option Price is not less than the Fair Market Value of a Share on the Grant Date, that this Option is intended to be exempt from Section 409A of the Code as a stock right under Treasury Regulation §1.409A-1(b)(5)(i)(A), and that this Option contains no feature for the deferral of compensation.

 

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3. Term. This Option expires at 5:00 p.m., Eastern time, on the Expiration Date and may not be exercised thereafter, notwithstanding any other provision of this Agreement. In no event may this Option be exercised after the Expiration Date.

 

4. Vesting and Exercisability. This Option becomes exercisable in accordance with the Vesting Schedule, provided Participant’s Employment has not terminated before the applicable vesting date. Under the Plan, a change in Participant’s status among the categories of Employee, Director and Consultant is not a termination of Employment. The Board of Directors may accelerate vesting at any time in its sole discretion.

 

5. Termination of Employment. Upon Participant’s termination of Employment:

 

(a) Unvested Portion. The portion of this Option that is not then exercisable is forfeited immediately and without payment.

 

(b) Vested Portion: General. The portion that is then exercisable remains exercisable for three (3) months after the date of termination and is, thereafter, forfeited.

 

(c) Death or Disability. If Employment terminates by reason of death or Disability, the portion that is then exercisable remains exercisable for twelve (12) months after the date of termination, and is thereafter forfeited. During that period this Option may be exercised by Participant’s guardian or legal representative or, in the case of death, by the person to whom the Option passes by will or the laws of descent and distribution.

 

(d) Cause. If Employment is terminated for Cause, this Option is forfeited in its entirety, whether or not then exercisable, effective on the date of termination.

 

(e) Expiration Date Governs. In no event does any period in this Section extend this Option beyond the Expiration Date.

 

6. Method of Exercise. This Option may be exercised, in whole or in part, by delivering to the Company a notice of exercise in the form prescribed by the Company, specifying the number of Shares as to which this Option is exercised, together with payment in full of the aggregate Option Price for those Shares. Payment may be made:

 

(a) in cash or by certified or cashier’s check or wire transfer of immediately available funds;

 

(b) by delivery of Shares already owned by Participant, valued at Fair Market Value on the date of exercise;

 

(c) by a net exercise procedure under which the Company withholds from the Shares otherwise issuable a number of Shares having a Fair Market Value on the date of exercise equal to the aggregate Option Price;

 

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(d) by delivery of irrevocable instructions to a broker to sell Shares acquired upon exercise and to deliver to the Company so much of the proceeds as is necessary to pay the aggregate Option Price and any required withholding; or

 

(e) by any combination of the foregoing.

 

No Share is issued until the Company has received payment in full of the Option Price and satisfaction of the withholding obligation under Section 7. This Option may not be settled in cash, and the Company has no obligation to repurchase any Share issued on exercise.1

 

7. Taxes and Withholding. Participant is solely responsible for all taxes arising in connection with this Option. On each exercise Participant shall pay to the Company, or make arrangements satisfactory to the Company for the payment of, all federal, state, local and foreign taxes required by law to be withheld. At Participant’s election and with the consent of the Board of Directors, the withholding obligation may be satisfied by the Company withholding Shares otherwise issuable on exercise, valued at Fair Market Value on the date the obligation arises; the number of Shares so withheld shall not exceed the number having a Fair Market Value equal to the maximum statutory tax rates in Participant’s applicable jurisdictions. The Company may also withhold from any other amounts payable to Participant, including salary or director fees.

 

8. Transferability. This Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or the laws of descent and distribution, and may not in any event be transferred for value. During Participant’s lifetime this Option is exercisable only by Participant or, in the event of Participant’s legal incapacity, by Participant’s guardian or legal representative. Any attempted transfer in violation of this Section is void.

 

9. Adjustments. The number of Shares subject to this Option and the Option Price are subject to adjustment under Section 3.03 of the Plan upon any merger, reorganization, consolidation, recapitalization, separation, liquidation, Stock dividend, split-up, Share combination or other change in the corporate structure of the Company affecting the Shares. Any such adjustment shall be made in a manner that preserves the exemption of this Option from Section 409A of the Code.

 

10. No Repricing. Except for an adjustment under Section 9, the Option Price may not be reduced, and this Option may not be cancelled in exchange for cash, another Award or an option with a lower exercise price, without the approval of the Company’s shareholders.

 

 

1 Tax summary for Participant. This paragraph is informational and is not tax advice. Participant recognizes no income on the Grant Date and no income on vesting. On exercise, Participant recognizes ordinary income equal to the excess of the Fair Market Value of the Shares on the exercise date over the Option Price paid. For a Participant who is an officer or employee, that amount is wages reported on Form W-2 and subject to income and employment tax withholding. For a Participant who is a Director and not otherwise employed by the Company, that amount is self-employment income reported on Form 1099-NEC, with no withholding, and Participant is responsible for self-employment tax and estimated tax payments. On a later sale, gain or loss is capital, measured from a basis equal to the Option Price plus the amount taken into income, with the holding period beginning on the exercise date. Each Participant should consult his or her own tax adviser before exercising.

 

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11. No Rights as a Shareholder. Participant has no rights as a shareholder with respect to any Share subject to this Option, including voting rights and the right to receive dividends, until this Option has been exercised as to that Share and the Share has been issued.

 

12. Securities Law Matters. Participant acknowledges and agrees that:

 

(a) Registration. This Option may not be exercised at any time when a registration statement covering the Shares issuable on exercise is required under applicable law and is not then effective and available. The Company presently intends to register the Shares issuable under the Plan on a Registration Statement on Form S-8, but this Agreement imposes no obligation on the Company to file or to maintain the effectiveness of any registration statement.

 

(b) Affiliates. If Participant is a Director or executive officer of the Company, Participant acknowledges that Participant is an “affiliate” of the Company for purposes of the Securities Act of 1933, as amended, and that Shares acquired on exercise, although registered, may be resold by Participant only pursuant to Rule 144, pursuant to a reoffer prospectus forming part of a Registration Statement on Form S-8, or pursuant to another exemption from registration.

 

(c) Rule 144 is not presently available. Participant acknowledges that the Company was a shell company until June 9, 2026 and that, under Rule 144(i), Rule 144 is not available for the resale of the Company’s securities until at least twelve months after the Company filed current Form 10 information, and thereafter only while the Company remains current in its Exchange Act reporting. Participant acknowledges that he or she has been advised to confirm the availability of Rule 144 with counsel before any sale.

 

(d) Section 16. If Participant is a Director or executive officer of the Company, Participant acknowledges that the Company’s common stock is registered under Section 12(g) of the Securities Exchange Act of 1934, that Participant is subject to Section 16, and that Participant is obligated to report the grant of this Option, each exercise, and each disposition of Shares on Form 4 within two business days of the event. Participant is solely responsible for his or her Section 16 filings; the Company will provide reasonable assistance if requested but assumes no responsibility for them.

 

(e) Insider Trading. Participant agrees to comply with the Company’s insider trading policy as in effect from time to time and with applicable law in connection with any exercise or sale.

 

13. Clawback. This Option, the Shares issued on exercise and any proceeds of those Shares are subject to recoupment under any clawback policy the Company adopts or is required to adopt under applicable law, and Participant agrees to return any amount required to be recouped under any such policy.

 

14. No Right to Continued Service. Nothing in this Agreement or the Plan confers on Participant any right to continue as a Director, officer, Employee or Consultant of the Company, or interferes in any way with the right of the Company or its shareholders to terminate Participant’s service at any time.

 

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15. Plan Controls. This Option is granted under and governed by the Plan, the terms of which are incorporated by reference. In the event of any conflict between this Agreement and the Plan, the Plan controls. Participant acknowledges receipt of a copy of the Plan and agrees to be bound by the Plan.

 

16. Section 409A. This Option is intended to be exempt from Section 409A of the Code as a stock right, and this Agreement shall be construed and administered accordingly. Neither the Company nor the Board of Directors shall be liable to Participant for any tax, penalty or interest imposed under Section 409A.

 

17. Notices. All notices under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by electronic mail with confirmation of receipt, to the Company at its principal executive offices, attention Corporate Secretary, and to Participant at the address most recently on the Company’s records.

 

18. Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement between the parties with respect to this Option and supersede all prior understandings. This Agreement may be amended only by a writing signed by both parties, except that the Board of Directors may amend this Agreement unilaterally to the extent the amendment does not impair Participant’s rights.

 

19. Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to its conflict-of-laws principles.

 

20. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.

 

[Signatures on following page]

 

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[Signature Page to Nonqualified Stock Option Agreement]

 

COMPANY: 
                    
SDR DRONE, INC. 
   
By:  
Name:  
Title:  
Date:  
   
PARTICIPANT: 
   
   
Name:  
Date:  

 

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