Form of Non-Qualified Stock Option Agreement

Exhibit 10.13.2

CONFIDENTIAL

OPTEX SYSTEMS HOLDINGS, INC.

NON-QUALIFIED STOCK OPTION GRANT FOR OUTSIDE DIRECTORS

THIS NON-QUALIFIED STOCK OPTION, dated _______________________, is granted by OPTEX SYSTEMS HOLDINGS, INC., a Delaware corporation (the “Company”), to [NAME] (the “Director”) pursuant to the Optex Systems Holdings, Inc. 2023 Equity Incentive Plan (the “Plan”).

WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its shareholders for its directors, officers and other key employees to obtain or increase their stock ownership interest in the Company in order that they will have a greater incentive to work for and manage the Company’s affairs in such a way that its shares may become more valuable; and

WHEREAS, the Director is a non-employee director of the Company and is eligible to receive an option grant under Section 5(b) of the Plan;

NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Director, the Company hereby grants this stock option to the Director on the terms and conditions specified in this Agreement.

1. OPTION GRANT

Subject to the terms of this Agreement and the Plan, the Company grants to the Director an option to purchase a total of ________ shares of Common Stock of the Company at a price of $________ per share. This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2. TIME OF EXERCISE

The Director may exercise this option during the period that begins on the date that is ____ years from the date of this Agreement and ends on the earliest to occur of:

For purposes of this paragraph 2, this option shall terminate, without notice to the Director, at 11:59 PM (Central Time) on the applicable date described above.

If the Director dies as contemplated in Sections 2(a) – 2(c) above, this option shall continue to be subject to the same terms and conditions as were applicable immediately prior to the Director’s death, provided that for purposes of this Agreement, where context requires, the term “Director” as used in this Agreement shall be deemed to refer to the person(s) who has(ve) the right to exercise this option after the Director’s death. In such an event, neither the Committee nor the Company will be liable for any losses resulting from such exercise or, if applicable, from the disposition of shares acquired upon such exercise. The Company disclaims any obligation to provide notice to any person who has the right to exercise this option of circumstances triggering termination of the option.

3. METHOD OF EXERCISE

(i) a check payable to the order of or other acceptable form of payment to the Company for the purchase price of the shares being purchased; or

(ii) delivery of shares of Common Stock (including by attestation) that the Optionee has owned for at least six (6) months and that have a Fair Market Value (determined on the date of delivery) equal to the purchase price of the shares being purchased; or

(iii) delivery (including by facsimile) to the Company’s Corporate Secretary, of an executed irrevocable option exercise form together with irrevocable instructions, in a form acceptable to the Company, to a broker-dealer to sell or margin a sufficient portion of the shares of Common Stock issuable upon exercise of this option and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price.

4. OPTION AS COLLATERAL

The Director may not assign or mortgage this option, or pledge this option as any type of security or collateral. Any attempted assignment, mortgage or pledge of this option in violation of this paragraph 4 will be null and void and have no legal effect.

5. NON-TRANSFERABILITY; DEATH

6. REGISTRATION

If the Company is advised by its counsel that shares deliverable upon exercise of this option are required to be registered under the Securities Act of 1933 (“Act”) or any applicable state securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state securities laws, and such registration has not then occurred or such prospectus has not then been delivered, then the Company will use its best efforts to effect the registration or provide the prospectus within a reasonable time following the Company’s receipt of written notice of option exercise relating to this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available. The Director shall have no interest in shares covered by this option until certificates for the shares are issued or such shares are issued in book-entry form.

If the shares deliverable upon exercise of this option are not registered upon issuance, they shall bear the following legend, in addition to any other legend deemed necessary or desirable by the Committee:

The transferability of this certificate and the shares of stock represented hereby are subject to federal and state securities laws and, to the extent the issuance of such shares is not registered with the Securities and Exchange Commission on an effective registration statement, such shares are considered “restricted securities” for purposes of Rule 144 under the Securities Act of 1933, as amended, and may not be transferred in the absence of an opinion from counsel to the Company that such transfer does not violate federal securities laws.

7. ADJUSTMENTS; CHANGE OF CONTROL

Subject to the Committee’s ability to accelerate vesting pursuant to Section 11(c) of the Plan, and subject to the prohibition on repricing in Section 11(e) of the Plan, the number and type of shares subject to this option and the option price may be adjusted, or this option may be assumed, cancelled or otherwise changed, in the event of certain transactions, as provided in Section 13 of the Plan. Upon a change of control, as defined in the Plan, the Director shall have the rights specified in Section 13(d) of the Plan.

8. AMENDMENT OR MODIFICATION

Except as provided in paragraph 7, no term or provision of this Agreement may be amended, modified or supplemented orally, but only by an instrument in writing signed by the party against which or whom the enforcement of the amendment, modification or supplement is sought; provided, however, that this agreement may be amended, modified, supplemented or cancelled without the Director’s consent in accordance with the terms of the Plan.

9. LIMITED INTEREST

10. GOVERNING LAW; PLAN; REGISTRATION STATEMENT; PLAN PROSPECTUS

This Agreement shall be governed by the internal laws of the state of Delaware as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. Any legal action or proceeding with respect to the Plan or this option may only be brought and determined in a court sitting in the County of Hillsborough, including the Federal District Court for the Middle District of Florida sitting in the County of Hillsborough, in the State of Florida. The Company may require that any legal action or proceeding with respect to the Plan or this option be determined in a bench trial.

THE DIRECTOR ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND, IF ISSUANCE OF THE SHARES UNDERLYING THE OPTION IS REGISTERED AT THE TIME OF GRANT, OF THE REGISTRATION STATEMENT ON FORM S-8 AND THE CORRESPONDING PLAN PROSPECTUS.

ALL PARTIES ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE DIRECTOR AND THE COMPANY. ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN. UNLESS THE PLAN EXPRESSLY PROVIDES OTHERWISE, IN THE EVENT OF A CONFLICT BETWEEN ANY TERM OR PROVISION CONTAINED HEREIN AND A TERM OF PROVISION OF THE PLAN, THE APPLICABLE TERM AND PROVISION OF THE PLAN WILL GOVERN AND PREVAIL.

15. SEVERABILITY

If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable, or would disqualify this option under any law the Committee deems applicable, then such provision will be construed or deemed amended to conform to the applicable law, or if the Committee determines that the provision cannot be construed or deemed amended without materially altering the intent of this agreement, then the provision will be stricken and the remainder of this Agreement will remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

[SIGNATURE PAGE TO NON-QUALIFIED STOCK OPTION GRANT FOR OUTSIDE DIRECTORS]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Director has executed this Agreement all as of the day and date first above written.