Exhibit 4.2

EMPLOYEE STOCK OPTIONAGREEMENT

Under The 2007 EquityIncentive PlanOf Forest Laboratories, Inc.

In consideration ofservices to be rendered by you (the "Optionee") to ForestLaboratories, Inc., a Delaware corporation (the "Company"), youhave been granted an option (the "Option") under theCompany’s 2007 Equity Incentive Plan (the "2007 Plan"), whichis incorporated herein by reference, to purchase from the Company anumber of shares of Common Stock of the Company (the "Shares") atthe price per Share as listed on the Optionee’s option grantinformation page (the "Information Page") on the website of theStock Plan Administrator (as defined in Section 13) subject to theterms and conditions of this Agreement and the 2007Plan.

**1.	OPTIONTERMS.** The date of grant, the maximum number of Shares theOption entitles the Optionee to purchase, the number of Shareswhich are subject to that portion of the Option that is intended toqualify as an Incentive Stock Option ("ISO") and the number ofShares which are subject to that portion of the Option that isdesignated as a non-incentive stock option ("non-ISO"), the optionexercise price per Share, and the date or dates on which the Optionwill vest (*i.e.*, will become first exercisable) areidentified on the Information Page.

**2.	TERM OF OPTIONAND EXERCISABILITY.** Subject to the provisions of Paragraphs 5,6, 7 and 8 hereof, the Option shall expire on the date specified onthe Information Page and shall become first exercisable as to theShares covered by the Option in one or more installments on thedate(s) listed on the Information Page. Notwithstanding theforegoing, the Option may not be exercised as to less than 100Shares at any time (or the remaining Shares covered by the Option,if less than 100 Shares); and the Option may not be exercised untilfulfillment of all applicable conditions precedent referred to inParagraph 9 hereof. The exercise price of the Option shall be paidin full in cash at the time of exercise or as set forth in clause(c) or (d) of Paragraph 3 hereof. Except as provided in Paragraphs5, 6, 7 and 8 hereof, the Option may not be exercised unless theOptionee shall have been in the continuous employ of the Company orof one or more of its subsidiaries from the date of the Optiongrant to the date of the exercise of the Option.

**3.	METHOD OFEXERCISING OPTION.** The Option may be exercised by the Optionee(or his or her permitted transferee as set forth in Paragraph 10hereof) by calling the Stock Plan Administrator or by accessing theStock Plan Administrator’s online benefit website. The Optionexercise shall specify the number of Shares as to which the Optionis being exercised. Payment of the exercise price for all of theShares as to which the Option is being exercised may be made: (a)by wire transfer, check or money order payable to the order of theStock Plan Administrator, (b) if permitted under theCompany’s policies then in effect, by authorizing the StockPlan Administrator to sell on behalf of the Optionee some or all ofthe Shares to be acquired upon the exercise of the Option and toremit to the Company a sufficient portion of the sale proceeds topay the exercise price for all of the Shares as to which the Optionis being exercised, any withholding or employment taxes and allapplicable fees, including brokerage fees**,** resulting fromsuch exercise and sale, (c) (subject to the following sentence) bydelivering Shares having a fair market value (as determined by the"Committee," as defined in Paragraph 13 hereof) as of the daypreceding the exercise date equal to the exercise price for all ofthe Shares as to which the Option is being exercised, either bydelivering physical certificates duly endorsed in blank fortransfer to the Company or by submitting certificates byattestation, or (d) by a combination of (i) cash and (ii)Shares as described in clause (c) above. Notwithstanding anythingto the contrary contained herein, Shares used in payment of theexercise price of the Option must (1) have been acquired by theOptionee for cash in the open market at least six months prior tothe Option exercise date, or (2) if acquired pursuant to a StockGrant granted under any equity incentive plan of the Companyincluding the 2007 Plan, must be owned by the Optionee and allconditions applicable to such Shares pursuant to the Stock Grantmust have been satisfied at least six months prior to the Optionexercise date, or (3) if acquired from the Company by settlement ofa Restricted Stock Unit, or by exercise of an option, StockAppreciation Right, or other similar award, must have been owned bythe Optionee for a period of at least six months prior to theOption exercise date.

Promptly followingthe Option exercise, the Stock Plan Administrator will instruct theCompany’s transfer agent and stock registrar to deliver forthe account of the Optionee (or his or her permitted transferee)the number of Shares with respect to which the Option wasexercised, less the number of Shares sold for purposes of paymentpursuant to clause (b) above and less the number of Sharesdelivered to the Company by attestation pursuant to clause (c) or(d) above. The Optionee shall not have any of the rights of astockholder with respect to the Shares issuable upon exercise ofthe Option until the Shares shall have been issued. In the eventthe Option shall be exercised (if permitted hereunder) by a personother than the Optionee, such permitted transferee shall provideappropriate proof of his or her right to exercise the Option to theStock Plan Administrator in accordance with its policies andprocedures. Shares issued upon the exercise of the Option asprovided herein shall be fully paid and non-assessable.

**4.	EMPLOYMENT.** In consideration of the granting of theOption and regardless of whether the Option shall be exercised, theOptionee will fulfill all the duties and obligations of his or heremployment by the Company or its subsidiary. Nothing in thisAgreement shall confer upon the Optionee any right to similaroption grants in future years or any right to be continued in theemploy of the Company or its subsidiaries or shall interfere in anyway with the right of the Company or any such subsidiary toterminate or otherwise modify the terms of the Optionee'semployment.

**5.	TERMINATION OFEMPLOYMENT.** Except as otherwise provided in Paragraph 6, 7 or 8hereof or in any employment agreement between the Company and theOptionee, in the event that the employment of the Optionee by theCompany or its subsidiary terminates, the Option shall beexercisable (to the extent that the Option was vested and thereforeexercisable at the time of the Optionee’s termination ofemployment) for ninety days following such termination ofemployment, but no later than the expiration date specified on theInformation Page; provided, however, if the Option is a non-ISO andif the Optionee continues to provide services to the Company as aconsultant or non-employee director following the termination ofhis or her employment by the Company or its subsidiary, then theOptionee shall not be deemed to have terminated his or heremployment for purposes of this sentence during the period of suchconsultancy or while so serving as a non-employee director.Notwithstanding anything to the contrary in this Agreement or the2007 Plan, if the Optionee’s employment is terminated by theCompany or any of its subsidiaries for gross misconduct, includingwithout limitation, violations of applicable Company policies orlegal or ethical standards, all rights under the Option (includingvested rights) shall terminate on the employment termination date.This Agreement may be terminated by the Company, and upon any suchtermination the Option underlying this Agreement, to the extentthen unexercised shall be null and void as of the date of suchtermination, upon a breach by the Optionee of any of his or herobligations to the Company pursuant to any written agreementbetween the Optionee and the Company, including without limitation,any agreement relating to confidentiality, intellectual property orrestrictions on competition and solicitation. ****

**6.	DEATH OFOPTIONEE.** In the event of the Optionee’s death whileserving as an employee of the Company or its subsidiary, orfollowing termination of the Optionee's employment with the Companyor its subsidiary as a result of the Optionee's "Disability" (asdefined in Paragraph 7 hereof), then provided the Option wasgranted to the Optionee at least one year prior to the Optionee'sdeath, the then unvested portion of the Option shall vest andbecome immediately exercisable and the Option shall remainexercisable for a period of twelve months following theOptionee’s death (but no later than the expiration datespecified on the Information Page).

**7.	DISABILITY OFOPTIONEE.** In the event the employment of the Optionee by theCompany or its subsidiary terminates as a result of the Optionee'sDisability, then provided the Option was granted to the Optionee atleast one year prior to the Optionee's employment termination date,the then unvested portion of the Option shall continue to vest(i.e., continue to become first exercisable) and the Option shallremain exercisable, in accordance with the Option terms as setforth on the Information Page as if the Optionee's employment bythe Company or its subsidiary had not terminated. The term"Disability" as used in this Agreement shall have the meaning setforth in Section 22(e)(3) of the Internal Revenue Code of 1986, asamended.

**8.	RETIREMENT OFOPTIONEE.** In the event of a termination of the Optionee’semployment by the Company or its subsidiary as a result of his orher "Retirement", then provided the Option was granted to theOptionee at least one year prior to the Optionee's employmenttermination date or as otherwise determined by the Committee, theportion of the Option which has vested and is exercisable as of thedate of the Optionee’s termination of employment shall remainexercisable until the expiration date specified on the InformationPage. The term "Retirement" as used in this Agreement means thetermination of the Optionee's employment with the Company or itssubsidiary on or after (a) the Optionee’s 65thbirthday or (b) the Optionee’s 55th birthday ifthe Optionee has completed ten years of service with the Company orany of its subsidiaries.

**9.	CONDITIONPRECEDENT TO EXERCISE OF OPTION.** In the event that the exerciseof the Option or the issuance of the Shares upon exercise thereofshall be subject to, or shall require, any prior exchange listing,stockholder approval or other condition or act, pursuant to theapplicable laws, regulations or policies of any stock exchange,federal, state or local government or its agencies, then the Optionshall not be exercisable until the fulfillment of suchcondition.

**10.	NON-TRANSFERABILITY.** The Option shall not betransferable otherwise than by will or the laws of descent anddistribution and is exercisable during the lifetime of the Optioneeonly by him or her or his or her guardian or legal representativeand following his or her death will be exercisable by theOptionee’s estate, upon presentation to the Stock PlanAdministrator of letters testamentary or other documentationsatisfactory to the Stock Plan Administrator. Notwithstanding theforegoing, if the Option is a non-ISO, the Option shall betransferable by gift during the Optionee’s life to one ormore members of the Optionee's immediate family, including trustsfor the benefit of such family members and partnerships or limitedliability companies in which such family members are the onlyowners. In the event the Optionee transfers his or her rights inthe Option by gift as permitted by this Paragraph, the Optioneeshall provide the Stock Plan Administrator notice of any suchtransfer in form and substance reasonably satisfactory to theCompany and the Stock Plan Administrator, and no transferee shallhave any rights in the Option until such notice has been acceptedby the Stock Plan Administrator. A transferred non-ISO shall besubject to all of the same terms and conditions of the 2007 Planand this Agreement as if such Option had not been transferred. Moreparticularly (but without limiting the generality of theforegoing), Options may not be assigned, transferred (except asprovided above), pledged or hypothecated in any way, shall not beassignable by operation of law and shall not be subject toexecution, attachment, pledge, hypothecation or other dispositionand the levy of any execution, attachment or similar process uponthe Option shall be null and void and without effect.

**11.	EFFECT ONOTHER BENEFITS.** In no event shall the value of the Sharescovered by the Option granted under this Agreement at any time beincluded as compensation or earnings for purposes of determiningany other compensation, retirement benefit or other benefit offeredto employees of the Company or its subsidiaries under any benefitplan of the Company unless otherwise specifically provided for insuch benefit plan.

**12.	AVAILABLESHARES; LEGAL COMPLIANCE.** The Company shall at all times duringthe term of the Option reserve and keep available such number ofShares as will be sufficient to satisfy the requirements of thisAgreement, shall pay all original issue and transfer taxes withrespect to the issuance of such Shares and all other fees andexpenses necessarily incurred by the Company in connectiontherewith and will from time to time use its best efforts to complywith all laws and regulations which, in the opinion of counsel forthe Company, shall be applicable thereto.

**13.	ADMINISTRATION.** The Compensation Committee (the"Committee") shall have full authority and discretion, subject onlyto the express terms of the 2007 Plan, to decide all mattersrelating to the administration and interpretation of the 2007 Planand this Agreement, and the Optionee agrees to accept all suchCommittee determinations as final, conclusive and binding. TheCompany may retain a third-party plan administrator or maydesignate an internal department to assist in the administration ofthe 2007 Plan. The term "Stock Plan Administrator" as used hereinshall mean such third-party plan administrator or such internaldepartment as designated by the Company from time totime.

**14.	COSTS.**The Company shall not charge the Optionee for any part of theCompany’s cost to administer and operate the 2007 Plan. Whilethe Company retains a third-party plan administrator to assist inthe administration of the 2007 Plan, the Optionee may be chargedfees by such third-party plan administrator in connection with theOptionee’s exercise of the Option, sale of Shares or othertransactions which he or she effects through such third-party planadministrator.

**15.	AMENDMENT.** This Agreement shall be subject to theterms of the 2007 Plan, as may be amended by the Company from timeto time, except that no amendment of the 2007 Plan adopted afterthe date of this Agreement shall impair the Optionee’s rightshereunder without his or her consent. In addition to the foregoing,this Agreement may be amended by the Committee, provided that nosuch amendment shall impair the Optionee’s rights hereunderwithout his or her consent.

**16.	TAXES.**The Optionee must pay the Company upon demand any and all amountsdue for the purpose of satisfying the Company’s liability, ifany, to withhold federal, state or local income tax or employmenttax (plus interest or penalties thereon, if any, caused by a delayin making such payment) incurred by reason of the Optionee’sexercise of the Option or the sale of Shares in connectiontherewith. If permitted under the 2007 Plan or the Company’spolicies then in effect, the Optionee may satisfy his or herobligation hereunder by authorizing the Stock Plan Administrator tosell on behalf of the Optionee an appropriate number of Sharesbeing issued on exercise of the Option to cover theOptionee’s obligations hereunder. In addition, the Companyshall, to the extent permitted by law, have the right to deductsuch amount from any payment of any kind otherwise due to theOptionee.

**17.	DATAPRIVACY.** By entering into this Agreement, the Optionee (a)authorizes the Company and its subsidiaries and the Stock PlanAdministrator or any agent of the Company providing recordkeepingservices for the 2007 Plan to disclose to each other suchinformation and data as either of them shall request in order tofacilitate the grant of options and the administration of the 2007Plan; (b) waives any data privacy rights the Optionee may have withrespect to such information; and (c) authorizes the Company and theStock Plan Administrator or any agent of the Company providingrecordkeeping services for the 2007 Plan to store and transmit suchinformation in electronic form.

**18.	NOTICES.**All notices and communications by the Optionee (or his or herpermitted transferee) in connection with this Agreement or theexercise of the Option granted hereunder shall be delivered to theStock Plan Administrator in accordance with its establishedprocedures as set forth on the website of the Stock PlanAdministrator. In addition, Optionees who are executive officers ordirectors of the Company who are deemed reporting persons underSection 16 of the Securities Exchange Act shall also providenotices to the Company in writing delivered by electronic mail,nationally recognized overnight courier, or certified mail, postageprepaid to the attention of Ms. Rita Weinberger, FinanceDepartment, Forest Laboratories, Inc., 909 Third Avenue, New York,New York 10022 (e-mail: rita.weinberger@frx.com). All notices andcommunications by the Stock Plan Administrator or the Company tothe Optionee (or his or her permitted transferee) in connectionwith this Agreement shall be given in writing and shall bedelivered electronically to the Optionee’s e-mail addressappearing on the records of the Company, or by nationallyrecognized overnight courier or certified mail, postage prepaid tothe Optionee's residence or to such other address as may bedesignated in writing by the Optionee.

**19.	ENTIREAGREEMENT AND WAIVER.** This Agreement and the 2007 Plan containthe entire understanding of the parties and supersede any priorunderstanding and agreements between them representing the subjectmatter hereof. To the extent that there is an inconsistency betweenthe terms of the 2007 Plan and this Agreement, the terms of the2007 Plan shall control. There are no other representations,agreements, arrangements or understandings, oral or written,between the parties hereto relating to the subject matter hereofwhich are not fully expressed herein or in the 2007 Plan. Anywaiver or any right or failure to perform under this Agreementshall be in writing signed by the party granting the waiver andshall not be deemed a waiver of any subsequent failure toperform.

**20.	SEVERABILITYAND VALIDITY.** The various provisions of this Agreement areseverable and any determination of invalidity or unenforceabilityof any one provision shall have no effect on the remainingprovisions.

**21.	GOVERNINGLAW.** The interpretation, enforceability and validity of thisAgreement shall be governed by the substantive laws (but not thechoice of law rules) of the State of New York.

**22.	HEADINGS.**Paragraph and other headings contained in this Agreement are forreference purposes only and are in no way intended to describe,interpret, define or limit the scope, extent or intent of theOption or any provision hereof.

**23.	SUBSIDIARY.** As used herein, the term "subsidiary"shall mean any present or future corporation which would be a"subsidiary corporation" of the Company, as that term is defined inSection 424(f) of the Internal Revenue Code of 1986, asamended.