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EXHIBIT 10.2




SUCAMPO PHARMACEUTICALS, INC.




AMENDED AND RESTATED

2006 STOCK INCENTIVE PLAN




1. Purpose




     The purpose of this 2006 Stock Incentive Plan (the “Plan”) of Sucampo Pharmaceuticals, Inc., a
Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by
enhancing the Company’s ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to better align their interests
with those of the Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).



2. Eligibility




     All of the Company’s employees, officers, directors, consultants and advisors are eligible to
receive options, stock appreciation rights, restricted stock, restricted stock units and other
stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the
Plan is deemed a “Participant”.



3. Administration and Delegation




     (a) Administration by Board of Directors. The Plan will be administered by the Board.
The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the
Plan made in good faith.



     (b) Appointment of Committees. To the extent permitted by applicable law, the Board may
delegate any or all of its powers under the Plan to one or more committees or subcommittees of the
Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board or the officers referred to in Section 3(c) to
the extent that the
Board’s powers or authority under the Plan have been delegated to such Committee or officers.



     (c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards to employees or officers
of the Company or any of its present or future subsidiary corporations and to exercise such other
powers



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under the Plan as the Board may determine, provided that the Board shall fix the terms of the
Awards to be granted by such officers (including the exercise price of such Awards, which may
include a formula by which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further, however, that no officer shall be
authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).



4. Stock Available for Awards




     (a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under
the Plan for up to the number of shares of class A common stock, $0.01 par value per share, of the
Company (the “Class A Common Stock”) that is equal to the sum of:



          (1) 8,500,000 shares; plus




          (2) an annual increase to be added on the first day of each calendar year during the period
beginning with January 1, 2008 and ending with January 1, 2016 equal to the lesser of (i) 500,000
shares or (ii) an amount determined by the Board.




     If any Award expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part (including as the result of shares of Class A Common
Stock subject to such Award being repurchased by the Company at the original issuance price
pursuant to a contractual repurchase right) or results in any Class A Common Stock not being
issued, the unused Class A Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. Further, shares of Class A Common Stock tendered to the Company by
a Participant to exercise an Award shall be added to the number of shares of Class A Common Stock
available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options
(as hereinafter defined), the foregoing provisions shall be subject to any limitations under the
Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.



     (b) Per-Participant Limit. Subject to adjustment under Section 9, for Awards granted
after the Class A Common Stock is registered under the Exchange Act, the maximum number of shares
of Class A Common Stock with respect to which Awards may be granted to any Participant under the
Plan shall be 4,250,000 per calendar year. For purposes of the foregoing limit, the combination of
an Option in tandem with an SAR (as each is hereafter defined) shall be treated as a single Award.
The per-Participant limit described in this Section 4(b) shall be construed and applied
consistently with Section 162(m) of the Code or any successor provision thereto, and the
regulations thereunder (“Section 162(m)”).



5. Stock Options




     (a) General. The Board may grant options to purchase Class A Common Stock (each, an
“Option”) and determine the number of shares of Class A Common Stock to be covered by each Option,
the exercise price of each Option and the conditions and limitations applicable to the exercise of
each Option, including conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. An Option which is not intended to be an Incentive Stock Option
(as hereinafter defined) shall be designated a “Nonstatutory Stock Option”.



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     (b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of the Company, any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees
of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to
and shall be construed consistently with the requirements of Section 422 of the Code. The Company
shall have no liability to a Participant, or any other party, if an Option (or any part thereof)
that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action
taken by the Board pursuant to Section 10(f), including without limitation the conversion of an
Incentive Stock Option to a Nonstatutory Stock Option.



     (c) Exercise Price. The Board shall establish the exercise price of each Option and
specify such exercise price in the applicable option agreement.



     (d) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement.



     (e) Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Board together with payment in full as specified in Section 5(f)
for the number of shares for which the Option is exercised. Shares of Class A Common Stock subject
to the Option will be delivered by the Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a deferred basis (with the Company’s
obligation to be evidenced by an instrument providing for future delivery of the deferred shares at
the time or times specified by the Board).



     (f) Payment Upon Exercise. Class A Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:



          (1) in cash or by check, payable to the order of the Company;




          (2) except as the Board may otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax withholding or (ii)
delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;




          (3) when the Class A Common Stock is registered under the Exchange Act, by delivery of shares
of Class A Common Stock owned by the Participant valued at their fair market value as determined by
(or in a manner approved by) the Board (“Fair Market Value”), provided (i) such method of payment
is then permitted under applicable law, (ii) such Class A Common Stock, if acquired directly from
the Company, was owned by the Participant for such minimum period of time, if any, as may be
established by the Board in its discretion and (iii) such Class A Common Stock is not subject to
any repurchase, forfeiture, unfulfilled vesting or other similar requirements;




          (4) by payment of such other lawful consideration as the Board may determine; or




          (5) by any combination of the above permitted forms of payment.




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     (g) Substitute Options. In connection with a merger or consolidation of an entity with
the Company or the acquisition by the Company of property or stock of an entity, the Board may
grant Options in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options contained in the other
sections of this Section 5 or in Section 2. Substitute Options shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of Section 422 and
related provisions of the Code.



6. Stock Appreciation Rights.




     (a) General. A Stock Appreciation Right, or SAR, is an Award entitling the holder,
upon exercise, to receive an amount of Class A Common Stock or cash or a combination thereof (such
form to be determined by the Board) determined by reference to appreciation, from and after the
date of grant, in the fair market value of a share of Class A Common Stock. The date as of which
such appreciation or other measure is determined shall be the exercise date.



     (b) Grants. Stock Appreciation Rights may be granted in tandem with, or independently
of, Options granted under the Plan.



          (1) Tandem Awards. When Stock Appreciation Rights are expressly granted in tandem
with Options, (i) the Stock Appreciation Right will be exercisable only at such time or times, and
to the extent, that the related Option is exercisable (except to the extent designated by the Board
in connection with a Reorganization Event and will be exercisable in accordance with the procedure
required for exercise of the related Option; (ii) the Stock Appreciation Right will terminate and
no longer be exercisable upon the termination or exercise of the related Option, except to the
extent designated by the Board in connection with a Reorganization Event and except that a Stock
Appreciation Right granted with respect to less than the full number of shares covered by an Option
will not be reduced until the number of shares as to which the related Option has been exercised or
has terminated exceeds the number of shares not covered by the Stock Appreciation Right; (iii) the
Option will terminate and no longer be exercisable upon the exercise of the related Stock
Appreciation Right; and (iv) the Stock Appreciation Right will be transferable only with the
related Option.




          (2) Independent SARs. A Stock Appreciation Right not expressly granted in tandem with
an Option will become exercisable at such time or times, and on such conditions, as the Board may
specify in the SAR Award.




     (c) Exercise. Stock Appreciation Rights may be exercised by delivery to the Company
of a written notice of exercise signed by the proper person or by any other form of notice
(including electronic notice) approved by the Board, together with any other documents required by
the Board.



7. Restricted Stock; Restricted Stock Units.




     (a) General. The Board may grant Awards entitling recipients to acquire shares of
Class A Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to require forfeiture
of such shares if issued at no cost) from the recipient in the event that conditions specified by
the Board in the applicable Award are not satisfied prior to the end of the applicable restriction
period or periods established by the Board for such Award. Instead of granting Awards for
Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Class A
Common Stock to be delivered at the time such shares



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of Class A Common Stock vest (“Restricted Stock Units”) (Restricted Stock and Restricted Stock
Units are each referred to herein as a “Restricted Stock Award”).



     (b) Terms and Conditions. The Board shall determine the terms and conditions of a
Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue
price, if any.



     (c) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective
designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.



8. Other Stock-Based Awards




     Other Awards of shares of Class A Common Stock, and other Awards that are valued in whole or
in part by reference to, or are otherwise based on, shares of Class A Common Stock or other
property, may be granted hereunder to Participants (“Other Stock Unit Awards”), including without
limitation Awards entitling recipients to receive shares of Class A Common Stock to be delivered in
the future. Such Other Stock Unit Awards shall also be available as a form of payment in the
settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a
Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Class A Common
Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board
shall determine the conditions of each Other Stock Unit Award, including any purchase price
applicable thereto.



9. Adjustments for Changes in Common Stock and Certain Other Events.




     (a) Changes in Capitalization. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or
other similar change in capitalization or event, or any distribution to holders of Class A Common
Stock other than an ordinary cash dividend, (i) the number and class of securities available under
this Plan, including the number of shares described in 4(a)(1) and (4)(a)(2)(i), (ii) the
per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and
exercise price per share of each outstanding Option, (iv) the share- and per-share provisions of
each Stock Appreciation Right, (v) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (vi) the share- and per-share-related provisions of each outstanding
Other Stock Unit Award, shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent determined by the Board.



     (b) Reorganization Events



          (1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation
of the Company with or into another entity as a result of which all of the Class A Common Stock of
the Company is converted into or exchanged for the right to receive cash, securities or other
property or is cancelled, (b) any exchange of all of the Class A Common Stock of the Company for
cash,



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securities or other property pursuant to a share exchange transaction or (c) any liquidation
or dissolution of the Company.




          (2) Consequences of a Reorganization Event on Awards Other than Restricted Stock
Awards. In connection with a Reorganization Event, the Board shall take any one or more of the
following actions as to all or any outstanding Awards on such terms as the Board determines: (i)
provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted, by
the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a
Participant, provide that the Participant’s unexercised Options or other unexercised Awards shall
become exercisable in full and will terminate immediately prior to the consummation of such
Reorganization Event unless exercised by the Participant within a specified period following the
date of such notice, (iii) provide that outstanding Awards shall become realizable or deliverable,
or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such
Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders
of Class A Common Stock will receive upon consummation thereof a cash payment for each share
surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash
payment to a Participant equal to (A) the Acquisition Price times the number of shares of Class A
Common Stock subject to the Participant’s Options or other Awards (to the extent the exercise price
does not exceed the Acquisition Price) minus (B) the aggregate exercise price of all such
outstanding Options or other Awards, in exchange for the termination of such Options or other
Awards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards
shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise
price thereof) and (vi) any combination of the foregoing.




          For purposes of clause (i) above, an Option shall be considered assumed if, following
consummation of the Reorganization Event, the Option confers the right to purchase, for each share
of Class A Common Stock subject to the Option immediately prior to the consummation of the
Reorganization Event, the consideration (whether cash, securities or other property) received as a
result of the Reorganization Event by holders of Class A Common Stock for each share of Class A
Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares of Class A Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely common stock of the
acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of
the acquiring or succeeding corporation, provide for the consideration to be received upon the
exercise of Options to consist solely of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) equivalent in value (as determined by the Board) to the per share
consideration received by holders of outstanding shares of Class A Common Stock as a result of the
Reorganization Event.




          To the extent all or any portion of an Option becomes exercisable solely as a result of clause
(ii) above, the Board may provide that upon exercise of such Option the Participant shall receive
shares subject to a right of repurchase by the Company or its successor at the Option exercise
price; such repurchase right (x) shall lapse at the same rate as the Option would have become
exercisable under its terms and (y) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to clause (ii) above.




          (3) Consequences of a Reorganization Event on Restricted Stock Awards. Upon the
occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the
repurchase and other rights of the Company under each outstanding Restricted Stock Award shall
inure



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to the benefit of the Company’s successor and shall apply to the cash, securities or other
property which the Class A Common Stock was converted into or exchanged for pursuant to such
Reorganization Event in the same manner and to the same extent as they applied to the Class A
Common Stock subject to such Restricted Stock Award. Upon the occurrence of a Reorganization Event
involving the liquidation or dissolution of the Company, except to the extent specifically provided
to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement
between a Participant and the Company, all restrictions and conditions on all Restricted Stock
Awards then outstanding shall automatically be deemed terminated or satisfied.




10. General Provisions Applicable to Awards




     (a) Transferability of Awards. Except as the Board may otherwise determine or provide
in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by
the person to whom they are granted, either voluntarily or by operation of law, except by will or
the laws of descent and distribution or, other than in the case of an Incentive Stock Option,
pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent relevant in the
context, shall include references to authorized transferees.



     (b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition
to those set forth in the Plan.



     (c) Board Discretion. Except as otherwise provided by the Plan, each Award may be
made alone or in addition or in relation to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.



     (d) Termination of Status. The Board shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.



     (e) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld in connection
with an Award to such Participant. Except as the Board may otherwise provide in an Award, for so
long as the Class A Common Stock is registered under the Exchange Act, Participants may satisfy
such tax obligations in whole or in part by delivery of shares of Class A Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair Market Value;
provided, however, except as otherwise provided by the Board, that the total tax withholding where
stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory
withholding obligations (based on minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to such supplemental taxable income).
Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a
Participant.



     (f) Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including but not limited to, substituting therefor another Award of the same or a different
type,



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changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required
unless the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.



     (g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any
shares of Class A Common Stock pursuant to the Plan or to remove restrictions from shares
previously delivered under the Plan until (i) all conditions of the Award have been met or removed
to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal
matters in connection with the issuance and delivery of such shares have been satisfied, including
any applicable securities laws and any applicable stock exchange or stock market rules and
regulations, and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements
of any applicable laws, rules or regulations.



     (h) Acceleration. The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or conditions, or
otherwise realizable in full or in part, as the case may be.



11. Miscellaneous




     (a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as expressly provided in the
applicable Award.



     (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any
shares of Class A Common Stock to be distributed with respect to an Award until becoming the record
holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of
the Class A Common Stock by means of a stock dividend and the exercise price of and the number of
shares subject to such Option are adjusted as of the date of the distribution of the dividend
(rather than as of the record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the shares of Class A Common
Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date for such stock dividend.



     (c) Effective Date and Term of Plan. The Plan shall become effective on the date on
which it is adopted by the Board. No Awards shall be granted under the Plan after the completion
of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend
beyond that date.



     (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time provided that no amendment requiring stockholder approval under any
applicable legal, regulatory or listing requirement shall become effective until such stockholder
approval is obtained.



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     (e) Authorization of Sub-Plans. The Board may from time to time establish one or more
sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of
various jurisdictions. The Board shall establish such sub-plans by adopting supplements to this
Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with
the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board
shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within
the affected jurisdiction and the Company shall not be required to provide copies of any supplement
to Participants in any jurisdiction which is not the subject of such supplement.



     (f) Compliance with Code Section 409A. No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the Board, at the time of
grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code.



     (g) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, excluding
choice-of-law principles of the law of such state that would require the application of the laws of
a jurisdiction other than such state.



	 	 	 
	 

	 	Approved by the Board of Directors on June 5, 2006
	 
	 	 
	 

	 	Approved by the stockholders on September 5, 2006
	 
	 	 
	 

	 	Amended and restated by the Board of Directors on
	 

	 	October 18, 2007 (among other things, to reflect the
	 

	 	8.5-to-one stock split in July 2007)







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