Exhibit 10.2


DEPOMED, INC.


1995 STOCK OPTION
PLAN


INCENTIVE STOCK
OPTION AGREEMENT


	
  (A)

  	
  Name of Optionee:

  
	
  (B)

  	
  Grant Date:

  
	
  (C)

  	
  Number of Shares:

  
	
  (D)

  	
  Exercise Price:

  
	
  (E)

  	
  Vesting Base Date:

  



 


THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”)
is made and entered into as of the date set forth in Item B above (the “Grant
Date”) between Depomed, Inc., a California (the “Company”), and the person
named in Item A above (“Optionee”).


THE PARTIES AGREE AS FOLLOWS:


1.                                       Grant
of Option; Vesting Base Date.


1.1.                              Grant.  The Company hereby grants to Optionee
pursuant to the Company’s 1995 Stock Option Plan (the “Plan”), a copy of which
is attached to this Agreement as Exhibit 1, an incentive stock option (the “ISO”)
to purchase all or any part of an aggregate of the number of shares (the “ISO
Shares”) of the Company’s Common Stock (as defined in the Plan) listed in Item
C above on the terms and conditions set forth herein and in the Plan, the terms
and conditions of the Plan being hereby incorporated into this Agreement by
reference.


1.2.                              Vesting
Base Date.  The parties hereby
establish the date set forth in Item E above as the Vesting Base Date (as
defined in Section 5.1 below).


2.                                       Exercise
Price.  The exercise price for
purchase of each share of Common Stock covered by this ISO shall be the price
set forth in Item D above.


3.                                       Term.  Unless otherwise specified on Exhibit 3
attached hereto, if any (the absence of such exhibit indicating that no such
exhibit was intended), this ISO shall expire as provided in Section 6.1.12 of
the Plan.


4.                                       Adjustment
of ISOs.  The Company shall adjust
the number and kind of shares and the exercise price thereof in certain
circumstances in accordance with the provisions of Section 6.1.1 of the Plan.


5.                                       Exercise
of Options.


5.1.                              Vesting;
Time of Exercise.  This ISO shall be
exercisable according to the schedule set forth on Exhibit 5.1 attached
hereto.  Such schedule shall commence as
of the date set forth in Item E above (the “Vesting Base Date”).













5.2.                              Exercise
After Termination of Status as an Employee, Director or Consultant.  In the event of termination of Optionee’s
continuous status as an employee, director or consultant, this ISO may be
exercised only in accordance with the provisions of Section 6.1.7 of the Plan.


5.3.                              Manner
of Exercise.  Optionee may exercise
this ISO, or any portion of this ISO, by giving written notice to the Company
at its principal executive office, to the attention of the officer of the
Company designated by the Plan Administrator, acco­mpanied by a Notice of
Exercise in substantially the form attached hereto as Exhibit 5.3 executed by
Optionee, payment of the exercise price and payment of any applicable
withholding or employment taxes.  The
date the Company receives written notice of an exercise hereunder accompanied
by payment will be considered as the date this ISO was exercised.


5.4.                              Payment.  Except as provided in Exhibit 5.4 attached
hereto, if any (the absence of such exhibit indicating that no exhibit was intended),
payment may be made for ISO Shares purchased at the time written notice of
exercise of the ISO is given to the Company, by delivery of cash, check or
previously owned shares of Common Stock (provided that delivery of previously
owned shares may not be made more than once in any six-month
period).  The proceeds of any payment
shall constitute general funds of the Company.


5.5.                              Delivery
of Certificate.  Promptly after
receipt of written notice of exercise of the ISO, the Company shall, without
stock issue or transfer taxes to the Optionee or other person entitled to
exercise, deliver to the Optionee or other person a certificate or certificates
for the requisite number of ISO Shares. 
An Optionee or transferee of an Optionee shall not have any privileges
as a stockholder with respect to any ISO Shares covered by the option until the
date of issuance of a stock certificate.


6.                                       Nonassignability
of ISO.  This ISO is not assignable
or transferable by Optionee except by will or by the laws of descent and distribution.  During the life of Optionee, the ISO is
exercisable only by the Optionee.  Any
attempt to assign, pledge, transfer, hypothecate or otherwise dispose of this
ISO in a manner not herein permitted, and any levy of execution, attachment, or
similar process on this ISO, shall be null and void.


7.                                       Market
Standoff.  Optionee hereby agrees
that if so requested by the Company or any representative of the underwriters
in connection with any registration of the offering of the securities of the
Company under the Securities Act of 1933, as amended (the “Securities Act”),
Optionee shall not sell or otherwise transfer the ISO Shares for a period of
180 days following the effective date of a Registration Statement filed  under the Securities Act; provided that such
restrictions shall only apply to the first two registration statements of the
Company to become effective under the Securities Act which include securities
to be sold on behalf of the Company in an underwritten public offering under
the Securities Act.  The Company may
impose stop-transfer instructions with respect to the ISO Shares subject
to the foregoing restrictions until the end of each such 180-day period.













8.                                       Restriction
on Issuance of Shares.


8.1.                              Legality
of Issuance.  The Company shall not be
obligated to sell or issue any ISO Shares pursuant to this Agreement if such
sale or issuance, in the opinion of the Company and the Company’s counsel,
might constitute a violation by the Company of any provision of law, including
without limitation the provisions of the Securities Act.


8.2.                              Registration
or Qualification of Securities.  The
Company may, but shall not be required to, register or qualify the sale of this
ISO or any ISO Shares under the Securities Act or any other applicable
law.  The Company shall not be obligated
to take any affirmative action in order to cause the grant or exercise of this
option or the issuance or sale of any ISO Shares pursuant thereto to comply
with any law.


9.                                       Restriction
on Transfer.  Regardless whether the
sale of the ISO Shares has been registered under the Securities Act or has been
registered or qualified under the securities laws of any state, the Company may
impose restrictions upon the sale, pledge or other transfer of ISO Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Company and the Company’s counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of
the Securities Act, the securities laws of any state, or any other law.


10.                                 Stock
Certificate.  Stock certificates
evidencing ISO Shares may bear such restrictive legends as the Company and the
Company’s counsel deem necessary or advisable under applicable law or pursuant
to this Agreement.


11.                                 Disqualifying
Dispositions.  If stock acquired by
exercise of this ISO is disposed of within two years after the Grant Date or
within one year after date of such exercise (as determined under Section 5.3 of
this Agreement), the Optionee immediately prior to the disposition shall
promptly notify the Company in writing of the date and terms of the disposition
and shall provide such other information regarding the disposition as the
Company may reasonably require.


12.                                 Employment
or Consulting Relationship.  Nothing
in this Agreement shall interfere with or limit in any way the right of the
Company or of any of its Affiliates to terminate the Optionee’s employment or
consulting at any time, nor confer upon the Optionee any right to continue in
the employ of, or consult with, the Company or any of its Affiliates.


13.                                 Assignment;
Binding Effect.  Subject to the
limitations set forth in this Agreement, this Agreement shall be binding upon
and inure to the benefit of the executors, administrators, heirs, legal
representatives, and successors of the parties hereto; provided, however, that
Optionee may not assign any of Optionee’s rights under this Agreement.


14.                                 Damages.  Optionee shall be liable to the Company for
all costs and damages, including incidental and consequential damages,
resulting from a disposition of ISO Shares which is not in conformity with the
provisions of this Agreement.













15.                                 Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California excluding those laws that direct the application of the laws of
another jurisdiction.


16.                                 Notices.  All notices and other communications under
this Agreement shall be in writing. 
Unless and until the Optionee is notified in writing to the contrary,
all notices, communications, and documents directed to the Company and related
to the Agreement, if not delivered by hand, shall be mailed, addressed as
follows:


Depomed, Inc.


1360 O’Brien Drive


Menlo Park, CA   94025


Unless and until the Company is notified in writing to
the contrary, all notices, communications, and documents intended for the
Optionee and related to this Agreement, if not delivered by hand, shall be
mailed to Optionee’s last known address as shown on the Company’s books.  Notices and communications shall be mailed by
first class mail, postage prepaid; documents shall be mailed by registered
mail, return receipt requested, postage prepaid.  All mailings and deliveries related to this
Agreement shall be deemed received when actually received, if by hand delivery,
and two business days after mailing, if by mail.


IN WITNESS WHEREOF, the parties have executed this
Incentive Stock Option Agreement as of the Grant Date.


	
  

  	
  DEPOMED, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Title: President and CEO

  



 


The Optionee hereby accepts and agrees to be bound by
all of the terms and conditions of this Agreement and the Plan.


	
  

  	
  Optionee:

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


Optionee’s spouse indicates by the execution of this
Incentive Stock Option Agreement his or her consent to be bound by the terms
thereof as to his or her interests, whether as community property or otherwise,
if any, in the option granted hereunder, and in any ISO Shares purchased
pursuant to this Agreement.


	
  

  	
  Optionee’s Spouse:

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: