Exhibit 10.3


	
 


	
NONQUALIFIED STOCK
  OPTION


	
non-transferable


	
GRANT TO


	
DENI M. ZODDA


	




	
(the “Participant”) on   February 22, 2007 


	
the right to purchase (“Option”) from
NovaDel Pharma Inc. (the “Company”)
598,973 shares of its
common stock, par value $0.001 per share, 

at the exercise price of $1.47 per share  





pursuant to and subject to the provisions of the 2006 NovaDel Pharma
Inc. Equity Incentive Plan (the “Plan”) and to the terms and conditions set
forth hereafter. By accepting the Option, the Participant, shall be deemed to
have agreed to the terms and conditions set forth in this Award Agreement and
the Plan. 


IN WITNESS WHEREOF, NovaDel Pharma Inc. acting by and through its duly
authorized officer, has caused this Award Agreement to be executed as of the
day and year first above written.


	
 

	
 

	
 


	
 

	
NovaDel Pharma Inc.


	
 

	
 

	
 


	
 

	
By:

	
/s/ MICHAEL E. SPICER


	
 

	
 

	



	
 

	
Its:

	
Chief Financial Officer


	
 

	
 

	
 


	
 

	
Accepted by the Participant:


	
 

	
 

	
 


	
 

	
/s/ DENI M. ZODDA


	
 

	



	
 

	
Deni M. Zodda











	
 

	
 


	
1. 

	
Grant of Option. The
  committee (the “Committee”) appointed by the Board of Directors of the
  Company to administer the 2006 NovaDel Pharma Inc. Equity Incentive Plan (the
  “Plan”), hereby grants to the Participant named above, under the Plan, a
  non-qualified stock option (the “Option”) to purchase from the Company, on
  the terms and conditions set forth in this Award Agreement, the number of
  shares (“Shares’) indicated above of the Company’s $0.001 par value common
  stock (“Common Stock”), at the exercise price per share set forth above (the
  “Exercise Price”). Unless otherwise indicated, any capitalized terms used but
  not defined herein shall have the meaning ascribed to such term in the Plan.
  By accepting the Option, the Participant is deemed to agree to comply with
  the terms of the Plan, this Award Agreement and all applicable laws and
  regulations.


	
 

	
 


	
2.

	
Tax Matters. No
  part of the Option granted hereunder is intended to qualify as an “incentive
  stock option” under Section 422 of the Internal Revenue Code of 1986, as
  amended (the “Code”).


	
 

	
 


	
3.

	
Vesting. The
  Option shall become exercisable as provided below, which shall be cumulative.
  To the extent that the Option has become exercisable with respect to a number
  of Shares as provided below, the Option may thereafter be exercised by the
  Participant, in whole or in part, at any time or from time to time prior to
  the expiration of the Option as provided herein and in accordance with the
  Plan, including, without limitation, the filing of such written form of
  exercise notice, if any, as may be required by the Committee and payment in
  full of the Exercise Price multiplied by the number of Shares so exercised.
  Upon expiration of the Option, the Option shall be cancelled and no longer
  exercisable. The following table indicates each date upon which the Participant
  shall be entitled to exercise the Option with respect to the percentage of
  Shares vested indicated beside that date provided that the Participant is
  continuously employed at all times until the applicable vesting date:








	
 

	
 

	
 

	
 


	
 

	
 

	
Vesting Date

	
Number of Shares Vested


	
 

	
 

	



	
 

	
•

	
signing of a
  Board approved third party agreement for U.S. or world wide rights of
  sumatriptan

	
200,324


	
 

	
 

	
 

	
 


	
 

	
•

	
signing of a
  Board approved third party agreement for U.S. or world wide rights of
  zolpidem

	
199,324


	
 

	
 

	
 

	
 


	
 

	
•

	
approval by
  the Board of any third party agreement whereby the Company obtains the right
  to develop a product incorporating an active pharmaceutical ingredient
  (“API”) that is the subject of a then valid United States Patent (or
  in-process United States Patent Application) and already approved for sale by
  the United States Food and Drug Administration with sales in the U.S. of at
  least $100 million

	
199,325








	
 

	
 


	
 

	
There shall be no proportionate or partial vesting in the periods
  prior to each vesting date and all vesting shall occur only on the
  appropriate vesting date.


	
 

	
 


	
4.  

	
Option Term. The
  term of the Option shall be ten (10) years after the Grant Date, subject to
  earlier termination in the event of the Participant’s termination of
  employment or service as set forth in Section 5.










	
 

	
 


	
5.  

	
Termination. 


	
 

	
 


	
 

	
          a.     For
  Cause. If the Participant’s employment or service is terminated for Cause
  any unexercised Option shall terminate effective immediately. 


	
 

	
 


	
 

	
          b.     On
  Account of Death. If the Participant’s employment or service terminates
  on account of death (or if the Participant dies within ninety (90) days
  following termination of employment due to Disability), then any unexercised
  Option, to the extent exercisable on the date of death, may be exercised, in
  whole or in part, within the first one hundred eighty (180) days (but only
  during the Option Term) after the death of the Participant by (A) his or her
  personal representative or by the person to whom the Option is transferred by
  will or the applicable laws of descent and distribution, or (B) the
  Participant’s designated beneficiary and, to the extent that any such Option
  was not exercisable on the date of death, it will immediately terminate. 


	
 

	
 


	
 

	
          c.     On
  Account of Disability. If the Participant’s employment or service
  terminates on account of Disability, then any unexercised Option, to the
  extent exercisable on the date of such termination of employment or service
  due to Disability, may be exercised in whole or in part, within the first
  ninety (90) days after such termination of employment or service due to
  Disability (but only during the Option Term) by the Participant, or by his or
  her legal guardian or representative, and to the extent that any such Option
  was not exercisable on the date of such termination of employment due to
  Disability, it will immediately terminate. 


	
 

	
 


	
 

	
          d.     Other.
  If (i) the Participant’s employment is terminated prior to the end of the
  term under any employment agreement between the Company and the Participant
  other than as a result of the Participant’s death or Disability and other
  than for Cause or due to a Change in Control, (ii) the Participant’s
  employment is terminated by the Participant other than for Good Reason, (iii)
  the Participant’s employment agreement is not renewed by the Participant at
  the end of its initial term, or (iv) the Company provides notice to the
  Participant that his employment agreement will not be renewed, any portion of
  the Option that has not vested shall expire as of the termination date or
  nonrenewal date, and any unexercised portion of a vested Option shall remain
  exercisable for a period of ninety (90) days after the termination date, the
  date of nonrenewal or the expiration of the Option, whichever is earlier. 


	
 

	
 


	
6.  

	
Provisions of Plan Control. This
  Award Agreement is subject to all the terms, conditions and provisions of the
  Plan, including, without limitation, the amendment provisions thereof, and to
  such rules, regulations and interpretations relating to the Plan as may be
  adopted by the Committee and as may be in effect from time to time. The Plan
  is incorporated herein by reference. If and to the extent that this Award
  Agreement conflicts or is inconsistent with the terms, conditions and
  provisions of the Plan, the Plan shall control, and this Award Agreement
  shall be deemed to be modified accordingly, provided that to the extent the
  Plan provides the Committee with discretion to determine the terms of the
  Option, the exercise of such discretion shall not be considered to be
  inconsistent with the terms of the Plan. This Award Agreement contains the
  entire understanding of the parties with respect to the subject matter hereof
  and supersedes any prior agreements between the Company and the Participant
  with respect to the subject matter hereof.


	
 

	
 


	
7.  

	
Notices. All
  notices or other communications required or permitted to be given under this
  Award Agreement to the Company shall be in writing and shall be deemed to
  have been duly given if delivered personally or mailed, postage pre-paid, as
  follows: (i) if to the Company, at its principal business address to the
  attention of the Secretary; and (ii) if to the Participant, at the last
  address of the Participant known to the Company at the time the notice or
  other communication is sent.