SCHICK TECHNOLOGIES INC
STOCK OPTION PLAN
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<TYPE>EX-10.2
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<FILENAME>d56072_ex10-2.txt
<DESCRIPTION>STOCK OPTION PLAN
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                                  Exhibit 10.2

                            SCHICK TECHNOLOGIES, INC.
          1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED

1.    Purpose

            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.    Definitions

            2.1 A "Change in Control of the Corporation" shall be deemed to
occur if any of the following circumstances shall occur:

                        (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 Corporation;

                        (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 members of the Board and "New
                  Directors" shall mean any director whose election by the Board
                  or whose nomination for election by the Corporation's
                  stockholders was

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                  approved by a vote of at least two-thirds of the Directors
                  then still in office who were Present Directors or New
                  Directors;

                        (iv) the stockholders of the Corporation approve a plan
                  of complete liquidation or dissolution of the Corporation; or

                        (v) there shall be consummated (x) a reorganization,
                  merger or consolidation of all or substantially all of the
                  assets of the Corporation (a "Business Combination"), unless,
                  following such Business Combination, (a) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners, respectively, of the outstanding common stock of the
                  Corporation and outstanding voting securities of the
                  Corporation immediately prior to such Business Combination
                  beneficially own, directly or indirectly, more than 50% of,
                  respectively, the then outstanding shares of common stock and
                  the combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the corporation resulting
                  from such Business Combination (including, without limitation,
                  a corporation which as a result of such transaction owns the
                  Corporation or all or substantially all of the Corporation's
                  assets either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  outstanding common stock of the Corporation and outstanding
                  voting securities of the Corporation, as the case may be, (b)
                  no person (excluding any corporation resulting from such
                  Business Combination or any employee benefit plan (or related
                  trust) of the Corporation or such corporation resulting from
                  such Business Combination) beneficially owns, directly or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of the corporation resulting from such
                  Business Combination or the combined voting power of the then
                  outstanding voting securities of such corporation except to
                  the extent that such ownership existed prior to the Business
                  Combination and (c) at least a majority of the members of the
                  board of directors of the corporation resulting from such
                  Business Combination were members of the Board at the time of
                  the execution of the initial agreement, or of the action of
                  the Board, providing for such Business Combination; or (y) any
                  sale, lease, exchange or other transfer (in one transaction or
                  a series of related transactions) of all, or

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                  substantially all, of the assets of the Corporation, provided,
                  that the divestiture of less than substantially all of the
                  assets of the Corporation in one transaction or a series of
                  related transactions, whether effected by sale, lease,
                  exchange, spin-off, sale of the stock or merger of a
                  subsidiary or otherwise, shall not constitute a Change in
                  Control of the Corporation.

      Notwithstanding the foregoing, a Change in Control of the Corporation
shall not be deemed to occur pursuant to subparagraphs (i) and (ii) above,
solely because twenty percent (20%) or more of the combined voting power of the
Corporation's then outstanding securities is acquired by one or more employee
benefit plans maintained by the Corporation.

            2.2 "Disability" means a Participant's total physical or mental
inability to perform any work for compensation or profit in any occupation for
which the Participant is reasonably qualified by reason of training, education
or ability, and which inability is determined to be permanent, as determined by
the Committee.

            2.3 "Fair Market Value" of one share of Stock as of any
determination date means (i) if the Stock is listed on a national securities
exchange or the Nasdaq National Market, or traded on the Nasdaq Small Cap
Market, the NASD OTC Bulletin Board, the BBX Bulletin Board Exchange, or
otherwise in the over-the-counter market, the publicly reported closing sale
price of the Stock as of the close of trading on the applicable determination
date; or (ii) if the preceding clause is not applicable, the fair value of a
share of Stock as determined in good faith by the Board.

            2.4 "Non-Employee Director" means each individual who is a member of
the Board on the Effective Date, or who thereafter becomes a member of the Board
while the Plan is in effect, who is not an employee or officer of the
Corporation or its subsidiaries or affiliates.

            2.5 "Participant" means a Participant as defined in Article 4.

            2.6 "Stock" means the common stock, $.01 par value, of the
Corporation.

3.    Effective Date

            The Plan shall become effective upon the closing of an initial
public offering of the Stock.

4.    Participation

            The participants in the Plan ("Participants") shall be all
Non-Employee Directors.

5.    Administration

            The Plan shall be administered and interpreted by the Board or by a
committee or subcommittee of the Board appointed by the Board (hereinafter, the
Board, committee or subcommittee so appointed shall be referred to as the
"Committee"). Subject to the provisions of

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the Plan, the Committee shall: (i) determine the time when options will be
granted under the Plan, the terms of the options, the initial exercise date of
the options, and the number of shares of Stock to be subject to options; (ii)
establish administrative regulations to further the purpose of the Plan; and
(iii) take any other action desirable or necessary to interpret or construe the
provisions of the Plan. The Committee's interpretation of the Plan, and all
actions taken and determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding upon all parties
concerned including the Corporation, its stockholders and persons granted
options under the Plan. The Chairman of the Board and Chief Executive Officer of
the Corporation shall be authorized to implement the Plan in accordance with its
terms and to take or cause to be taken such actions of a ministerial nature as
shall be necessary to effectuate the intent and purposes thereof.

6.    Shares

            6.1 Maximum Amount Available. The total number of shares of Stock
optioned or granted under this Plan during the term of the Plan shall not exceed
600,000 shares except as increased or otherwise adjusted in accordance with
Section 6.2. Solely for the purpose of computing the total number of shares of
Stock optioned or granted under this Plan, there shall not be counted any shares
which have been forfeited if the Participant received no benefits of ownership
from the Stock and any shares covered by an option which, prior to such
computation, has terminated in accordance with its terms or has been canceled by
the Participant or the Corporation.

            6.2 Adjustment in the Event of Recapitalization, Etc. In the event
of any change in the capital structure of the Corporation by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, combination or
exchange of shares or other similar corporate change or in the event of any
special distribution to the stockholders, the Committee shall make such
equitable adjustments in the number of shares and prices per share applicable to
options then outstanding and in the number of shares which are available
thereafter for Stock options, both under the Plan as a whole and with respect to
individuals, as the Committee determines are necessary and appropriate. Any such
adjustment shall be conclusive and binding for all purposes of the Plan.

7.    Awards and Terms of Options

            7.1 Form of Options. Options granted under the Plan constitute
nonqualified stock options within the meaning of Section 83 of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.

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            7.2 Grant of Options. The Committee may from time to time, in its
sole discretion, approve the granting of Options to Participants to purchase
shares of Stock (the "Option").

            7.3 Option Price. The Option Price of each share of Stock subject to
an Option shall be 100% of the Fair Market Value of such share at the time of
grant.

            7.4 Terms of Option.

                  (a) An Option by its terms shall be of no more than ten years'
duration.

                  (b) An Option (or any portion thereof) by its terms shall be
exercisable only after the earliest of: (i) such period of time as the Committee
shall determine and specify in the grant, but in no event less than six months
following the date of grant of such Option; (ii) the Participant's death or
Disability; or (iii) a Change in Control of the Corporation.

                  (c) The following rules shall apply with regard to Options
upon a termination of service on the Board:

                  (i) Disability, Retirement or Otherwise Ceasing to Be a
            Director (Other than for Cause). Except as otherwise provided
            herein, upon the termination of service on the Board of a
            Participant on account of Disability, retirement, voluntary
            resignation, failure to stand for reelection or failure to be
            reelected or otherwise than as set forth in (ii) below, all
            outstanding Options then exercisable and not exercised by the
            Participant prior to such termination shall remain exercisable to
            the extent exercisable at the date of such termination. An Option
            may not be exercised pursuant to this subparagraph (i) after the
            expiration date of the Option.

                  (ii) Cause. Upon removal of a Participant from the Board for
            cause (as determined by the Committee), the then outstanding Options
            of such Participant shall be exercisable only to the extent that
            they were exercisable on the date of such removal and shall expire
            six months after such removal or on their stated expiration date,
            whichever occurs first. Options that are not exercisable on the date
            of such removal shall be forfeited.

                  (iii) Death. Upon the death of a Participant, each of the then
            outstanding Options of such Participant shall become immediately
            exercisable, and shall be exercisable by such Participant's
            beneficiary at any time until the expiration date of the Option.
            Participants shall designate beneficiaries in accordance with
            procedures established by the Committee.

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            7.5 Exercise of Option. An Option may be exercised with respect to
part or all of the shares subject to the Option by giving written notice to the
Corporation of the Participant's election to exercise the Option. The Option
Price for the shares for which an Option is exercised shall be paid on the date
of exercise (i) in cash; (ii) in whole shares of Stock owned by the Participant
more than six months prior to exercising the Option; or (iii) in a combination
of cash and delivery of shares of Stock owned more than six months. The value of
any share of Stock to be delivered in payment of the Option Price shall be its
Fair Market Value on the date the Option is exercised.

8.    Withholding

            In order to enable the Corporation to meet any applicable federal,
state or local withholding tax requirements arising as a result of the exercise
of an Option, a Participant shall pay to the Corporation the amount of tax to be
withheld. In the alternative, the Participant may elect to satisfy such
obligation (i) by having the Corporation withhold shares that otherwise would be
delivered to the Participant pursuant to the exercise of the Option for which
the minimum statutory tax is being withheld; (ii) by delivering to the
Corporation other shares of Stock owned by the Participant more than six months
prior to exercising the Option; or (iii) by making a payment to the Corporation
consisting of a combination of cash and such shares of Stock, owned by the
participant more than six months. Such an election shall be subject to the
following: (a) the election shall be made in such manner as may be prescribed by
the Committee and the Committee shall have the right, in its discretion, to
disapprove such election and (b) the election shall be made prior to the date to
be used to determine the tax to be withheld and shall be irrevocable. The value
of any share of Stock to be withheld by the Corporation or delivered to the
Corporation pursuant to this Article 8 shall be its Fair Market Value on the
date the Option is exercised.

9.    General Provisions

            9.1 Rights as Shareholder. A Participant shall have no rights as a
shareholder of Stock with respect to Option grants hereunder, unless and until
certificates for shares of such Stock are issued to the Participant.

            9.2 Assignment or Transfer. Except as set forth below, an Option by
its terms shall not be transferable by the Participant other than by will or the
laws of descent and distribution, and, during the Participant's lifetime, will
be exercisable only by the Participant. Notwithstanding the foregoing, the terms
of the Option may permit the Participant to transfer the Option to (i) his or
her spouse, children or grandchildren (referred to herein as the Participant's
"Family Members"), (ii) a trust or trusts for the exclusive benefit of such

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Family Members, or (iii) a partnership in which such Family Members are the only
partners. Any transfer pursuant to this Section 9.2 shall be subject to the
following: (a) there may be no consideration for any such transfer; (b) the
option agreement pursuant to which such Options are granted must be approved by
the Committee, and must expressly provide for transferability in a manner
consistent with this Section 9.2; and (c) subsequent transfers of transferred
Options shall be prohibited except those in accordance with this Section 9.2.
Following the transfer, the transferred Options shall continue to be subject to
the same terms and conditions as were applicable immediately prior to the
transfer, provided that for purposes of Section 7.5 hereof, the term
"Participant" shall be deemed to refer to the transferee. The events of death,
Disability, retirement and termination of service described in Section 7.4
hereof shall continue to be applied with respect to the original Participant,
following which the Options shall be exercisable by the transferee only to the
extent and for the periods specified in Article 7 of the Plan.

            9.3 Agreements. All Options granted under the Plan shall be
evidenced by agreements or duly recorded Minutes of the Committee in such form
and containing such terms and conditions (not inconsistent with the Plan) as the
Committee shall adopt.

            9.4 Costs and Expenses. The costs and expenses of administering the
Plan shall be borne by the Corporation and not charged to any Option or to any
Non-Employee Director receiving an Option.

10.   Initial Public Offering

            Notwithstanding anything herein to the contrary, for a period of 180
days from the date of a final prospectus included or incorporated by reference
in a registration statement declared effective by the Securities and Exchange
Commission in connection with a firm commitment underwritten initial public
offering of common stock made by the Corporation, a Participant shall not,
directly or indirectly, offer for sale, sell or otherwise dispose of any shares
of Stock received pursuant to the exercise of an Option hereunder without the
prior written consent of the Board, whose consent may be withheld for any
reason. A legend to such effect shall be placed on certificates representing
Stock received pursuant to the exercise of an Option during such restriction
period.

11.   Amendment, Termination and Term of Plan

            11.1 Amendments. The Board may from time to time amend the Plan in
whole or in part; provided, that no such action shall adversely affect any
rights or obligations with respect to any Options theretofore granted under the
Plan.

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            With the consent of the Non-Employee Director affected, the
Committee may amend outstanding agreements evidencing Options under the Plan in
a manner not inconsistent with the terms of the Plan.

            11.2 Termination. The Corporation may terminate the Plan (but not
any Options theretofore granted under the Plan) at any time.

            11.3 Term of the Plan. The Plan (but not any Options theretofore
granted under the Plan) shall terminate on, and no Options shall be granted
after, the Annual Meeting of Shareholders of the Corporation in 2007.

12.   Governing Law

            The validity and construction of the Plan and any agreements entered
into thereunder shall be governed by the laws of the State of Delaware.


                            SCHICK TECHNOLOGIES, INC.

                            Name:  Zvi N. Raskin

                            Title:  Secretary


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