Exhibit 10.2


INCENTIVE STOCK OPTION
non-transferable

GRANT TO

DENI M. ZODDA

(the “Participant”) on February 22, 2007

the right to purchase (“ISO”) from NovaDel Pharma Inc. (the
“Company”)

68,027 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 ISO, the Participant, shall be deemed to have agreed to the terms
and conditions set forth in this Award Agreement and the Plan. This option is
intended to qualify as an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


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, an incentive stock
  option (the “ISO”) 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 ISO, 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. The ISO granted hereunder
  is intended to qualify as an “incentive stock option” under Section 422 of
  the Code. If the aggregate Fair Market Value of Shares with respect to which
  the ISO first become exercisable by the Participant in any calendar year
  exceeds the limit determined in accordance with the provisions of Section 422
  of the Code (the “Limit”) taking into account Shares subject to all
  ISOs granted by the Company which are held by the Participant, the excess
  will be treated as nonstatutory stock options which shall continue to be
  subject to all provisions in this Award Agreement and the Plan. To determine
  whether the Limit is exceeded, the Fair Market Value of Shares subject to an
  ISO shall be determined as of the Grant Dates of such ISOs. In reducing the
  number of options treated as ISOs to meet the Limit, the most recently
  granted options will be reduced first. If a reduction of simultaneously
  granted options is necessary to meet the Limit, the Committee may designate
  which Shares are to be treated as Shares acquired pursuant to an ISO.


	
 

	
 


	
3. 

	
Vesting. The ISO shall become
  exercisable as provided below, which shall be cumulative. To the extent that
  the ISO has become exercisable with respect to a number of Shares as provided
  below, the ISO 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 ISO 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 ISO,
  the ISO shall be cancelled and no longer exercisable. The following table
  indicates each date upon which the Participant shall be entitled to exercise
  the ISO 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

	
22,676


	
 

	
 

	
 


	
•

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

	
22,676


	
 

	
 

	
 


	
•

	
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

	
22,675










	
 

	
 


	
 

	
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 ISO 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 ISO 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 ISO, 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 ISO 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
  ISO 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 ISO, 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 ISO 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 ISO that has not vested
  shall expire as of the termination date or nonrenewal date, and any
  unexercised portion of a vested ISO shall remain exercisable for a period of three
  (3) months after the termination date, the date of nonrenewal or the
  expiration of the ISO, 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 ISO
  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.