exv10w3



 








EXHIBIT
10.3




BENTLEY PHARMACEUTICALS, INC.




AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN




RESTRICTED STOCK UNIT CERTIFICATE

(Non-Employee Directors)




	 	 	 
	RSU Number:                     

	 	                     Units






     This Restricted Stock Unit Certificate (this “Certificate”) confirms that Bentley
Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, has on the date set forth below (the
“Award Date”) granted to the person named below (“Participant”) an award (the “Award”) of the
number of Restricted Stock Units set forth below pursuant to the Company’s Amended and Restated
2005 Equity and Incentive Plan (the “Plan”), each Restricted Stock Unit representing the right to
receive one share of the Company’s Common Stock, $.02 par value per share (the “Common Stock”),
subject to the terms and conditions set forth below and on the reverse side of this Certificate.



	 	 	 
	Award Date:
	 	 
	 

	 	 
	 
	 	 
	Name of Participant:
	 	 
	 

	 	 
	 
	 	 
	Address:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	Social Security No.:
	 	 
	 

	 	 
	 
	 	 
	Number of Restricted Stock Units:
	 	 
	 

	 	 
	 
	 	 
	Vesting Schedule:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	Settlement Schedule:

	 	Vested Restricted Stock Units shall be settled as set forth in Section 3 on
the reverse side of this Certificate.






     By acceptance of this Award, Participant agrees to all the terms and conditions hereof,
including, without limitation, those set forth in the Plan and on the reverse side of this
Certificate.



	 	 	 	 	 
	 	BENTLEY PHARMACEUTICALS, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



* * * * *




 









 








TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS



1. The Plan. In the event of any conflict between the terms of the Plan and
this Award, the terms of the Plan shall govern. The Committee administers the Plan and its
determinations regarding the operation of the Plan are final. Subject to the limitations set forth
in the Plan, the Committee may amend the Plan or this Award. Capitalized terms used but not
defined herein shall have the meaning set forth in the Plan. Copies of the Plan may be obtained
upon written request without charge from the Secretary of the Company.



2. No Rights as Stockholder or Director. Participant shall not have any of the rights or
privileges of a stockholder of the Company with respect to the Restricted Stock Units granted
pursuant to this Award unless and until shares of Common Stock have been issued and delivered to
Participant. No adjustments shall be made for dividends or distributions or other rights for which
the record date is prior to the date such shares of Common Stock are issued. The rights of
Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior
to the date on which such rights vest in accordance with Sections 4, 5 and 6. Participant shall
not have any rights to continued service for the Company or its Affiliates by virtue of the grant
of this Award.



3. Settlement of Restricted Stock Units: Issuance of Common Stock. No shares of Common
Stock shall be issued to Participant in settlement of the Restricted Stock Units prior to (i) the
date on which the Restricted Stock Units have vested in accordance with Sections 4, 5 and 6, and
(ii) the date (the “Settlement Date”) that is the earlier of (A) the date that Participant ceases
to be a Director of the Company or (B) such specific date as may have been duly selected by the
Participant pursuant to an election made in a written form acceptable to the Company and delivered
to the Company before the date of grant of this Award. Subject to Section 9, the Company shall
deliver to Participant as of the Settlement Date the shares of Common Stock represented by the
whole Restricted Stock Units that have vested as of the Settlement Date. The value of any
fractional vested Restricted Stock Unit shall be paid in cash at the time the certificate is
delivered to Participant. The shares of Common Stock issued on settlement of vested Restricted
Stock Units shall be free of all restrictions on transferability and forfeiture under this Award.



4. Vesting. Subject to the terms and conditions of this Award, the Restricted Stock Units
shall vest according to the Vesting Schedule set forth on the cover of this Certificate, so long as
Participant remains continuously a Director of the Company until the respective vesting dates.



5. Change in Control. As provided in the Plan, in the event of a Change in Control
affecting the Company’s outstanding Common Stock, the Committee shall equitably adjust the number
and kind of shares subject to this Award or make provision for a cash payment. If such Change in
Control involves a consolidation or merger of the Company with another entity, the sale or exchange
of all or substantially all of the assets of the Company or a reorganization or liquidation of the
Company, then in lieu of the foregoing, the Committee may in its discretion accelerate or waive any
vesting period.



6. End of Service as Director. If, prior to vesting of the Restricted Stock Units pursuant
to Section 4 or 5, Participant ceases to be a Director of the Company for any reason (voluntary or
involuntary), then Participant’s rights to all of the unvested Restricted Stock Units shall be
immediately and irrevocably forfeited.



7. Restriction on Transfer. The Restricted Stock Units are not transferable by Participant
otherwise than by will or the laws of descent and distribution. The naming of a Designated
Beneficiary does not constitute a transfer.



8. 409A. In the event that the Committee determines that any amounts will be immediately
taxable to Participant under Section 409A of the Code and related Department of Treasury guidance
(or subject Participant to a penalty tax) in connection with the grant or vesting of the Restricted
Stock Units or any provision of this Award or the Plan, the Company may (i) adopt such amendments
to this Award (having prospective or retroactive effect) that the Committee determines to be
necessary or appropriate to preserve the intended tax treatment of the Restricted Stock Units
and/or (ii) take such other actions as the Committee determines to be necessary or appropriate to
comply with the requirements of Section 409A of the Code and related Department of Treasury
guidance, including such Department of Treasury guidance and other interpretive materials as may be
issued after the date on which such Restricted Stock Units were granted.



9. Conditions for Issuance of Shares. The Company shall not be required to deliver any
shares of Common Stock until (i) such shares of Common Stock have been admitted to listing on all
stock exchanges on which the Common Stock is then listed and (ii) the requirements of any federal
or state securities laws, rules or regulations or other laws or rules (including the rules of any
securities exchange) as may be determined by the Company to be applicable are satisfied,
provided however, that the Company may only so delay delivery of shares of Common Stock to
the extent that such deferral complies with the provisions of Section 409A of the Code and related
Department of Treasury guidance. Any certificates representing shares of Common Stock delivered
under this Award may contain such legends as counsel for the Company shall consider necessary to
comply with any applicable law.



10. Notices. Any written notices provided for in this Award that are sent by mail shall be
deemed received three business days after mailing, but not later than the date of actual receipt.
Notices shall be directed, if to Participant, at the Participant’s address indicated by the
Company’s records and, if to the Company, at the Company’s principal executive office.



11. Miscellaneous. The right of Participant to receive shares of Common Stock pursuant to
this Award is an unfunded and unsecured obligation of the Company. The Participant shall have no
rights under this Award other than those of an unsecured general creditor of the Company. Subject
to the restrictions on transfer set forth herein, this Award shall be binding upon and inure to the
benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto.



12. Governing Law. This Award shall be governed by and construed in accordance with the
laws of the State of Delaware and applicable federal law, without regard to applicable conflicts of
laws.



13. Severability. If one or more of the provisions of this Award shall be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and the invalid, illegal or
unenforceable provisions shall be deemed null and void; however, to the extent permissible by law,
any provisions which could be deemed null and void shall first be construed, interpreted or revised
retroactively to permit this Award to be construed so as to foster the intent of this Award and the
Plan.




(Amended as of 5/23/2007)




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