EXHIBIT 10.2


 


	
  2005 ISO 

  	
   

  	
   

  	
   

  	
   

  	
  Shares

  	
   

  



 


BENTLEY PHARMACEUTICALS, INC.


 


2005 Equity and Incentive Plan


 


Incentive Stock Option Certificate


 


Bentley Pharmaceuticals, Inc.
(the “Company”), a Delaware corporation, hereby grants to the person named
below an option to purchase shares of Common Stock, $0.02 par value per share,
of the Company (the “Option”) pursuant to and subject to the Company’s 2005
Equity and Incentive Plan (the “Plan”) (all such terms and conditions of the
Plan being incorporated herein by reference as fully as if set forth herein),
exercisable on the following terms and conditions including
those set forth on the reverse side of this Certificate:


 


	
  Name of
  Optionholder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social Security
  No:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  No. of
  Shares:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Option Price:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercisability
  Schedule:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
   

  	
   

  
					



 


This Option is intended
to constitute an Incentive Stock Option under section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), although the Company makes no
representation or warranty as to such qualification.


 


By acceptance of this
Option, the Optionholder agrees to all the terms and conditions hereof
including, without limitation, those set forth in the Plan and on the reverse
side hereof.


 


	
   

  	
  BENTLEY
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionholder

  	
   

  



 





















 


BENTLEY PHARMACEUTICALS, INC. 2005 EQUITY AND
INCENTIVE PLAN


Incentive Stock Option Terms and Conditions


 


1.              Plan
Incorporated by Reference. 
This Option is issued pursuant to the terms of the Plan and may be
amended as provided in the Plan. 
Capitalized terms used and not otherwise defined in this certificate
have the meanings given to them in the Plan. This certificate does not set forth
all of the terms and conditions of the Plan, which are incorporated herein by
reference.  The Committee administers the
Plan and its determinations regarding the operation of the Plan are final and
binding.  Copies of the Plan may be
obtained upon written request without charge from the Secretary of the Company.


 


2.              Option
Price.  The price to be
paid for each share of Common Stock issued upon exercise of the whole or any
part of this Option is the Option Price set forth on the face of this
certificate, which is not less than 100% of the fair market value of a share of
Common Stock of the Company on the Date of Grant.


 


3.              Exercisability
Schedule.  This Option may
be exercised at any time and from time to time for the number of shares and in
accordance with the exercisability schedule set forth on the face of this
certificate, but only for the purchase of whole shares.  This Option may not be exercised as to any
shares after the Expiration Date.


 


4.              Method of
Exercise. To exercise this Option, the Optionholder shall
deliver written notice of exercise to the Company specifying the number of
shares with respect to which the Option is being exercised, accompanied by
payment in full of the Option Price for such shares. Such payment may be made
in whole or in part in cash or to the extent permitted by the Committee at or
after the grant of the Option, pursuant to any of the following methods: (i) by
actual delivery and transfer, or attestation of ownership and delivery of a
valid instrument of transfer, to the Company of shares of Common Stock owned by
the Optionholder, including vested Restricted Stock, (ii) by retaining
shares of Common Stock otherwise issuable pursuant to the Option, (iii) for
consideration received by the Company under a broker-assisted cashless exercise
program acceptable to the Company, or (iv) for such other lawful
consideration as the Committee may determine. Promptly following such notice,
the Company will deliver to the Optionholder a certificate representing the
number of shares with respect to which the Option is being exercised.


 


5.              Rights as
a Stockholder or Employee. 
The Optionholder shall not have any rights in respect of shares as to
which the Option shall not have been exercised and payment made as provided
above.  The Optionholder shall not have
any rights to continued employment or service by the Company or its Affiliates
by virtue of the grant of this Option.


 


6.              Change in
Control.  As provided in
the Plan, in the event of a Change in Control affecting the Company’s
outstanding Common Stock, the Committee shall equitably adjust the number and
kind of shares subject to this Option and the exercise price hereunder or make
provision for a cash payment. If such Change in Control involves a
consolidation or merger of the Company with another entity, the sale or
exchange of all or substantially all of the assets of the Company or a
reorganization or liquidation of the Company, then in lieu of the foregoing,
the Committee may upon written notice to the Optionholder provide that this Option
shall terminate on a date not less than 20 days after the date of such notice
unless theretofore exercised. In connection with such notice, the Committee may
in its discretion accelerate or waive any deferred exercise period.


 


7.              Option
Not Transferable.  This
Option is not transferable by the Optionholder otherwise than by will or the
laws of descent and distribution, and is exercisable during the Optionholder’s
lifetime only by the Optionholder or the Optionholder’s guardian or legal
representative. The naming of a Designated Beneficiary does not constitute a
transfer.


 


8.              Exercise
of Option After Termination of Employment.  If the Optionholder’s status as an employee
of (a) the Company, (b) an Affiliate, or (c) a corporation (or
parent or subsidiary corporation of such corporation) issuing or assuming a
stock option in a transaction to which section 424(a) of the Code
applies, is terminated for any reason other than by disability (within the
meaning of section 22(e)(3) of the Code) or death, the Optionholder
may exercise the rights which were available to the Optionholder at the time of
such termination only within three months following the date of
termination.  If such status is
terminated as a result of disability, such rights may be exercised within one
year from the date of termination.  Upon
the death of the Optionholder, his or her Designated Beneficiary shall have the
right, at any time within one year after the date of death, to exercise in
whole or in part any rights that were available to the Optionholder at the time
of death.  Notwithstanding the foregoing,
no rights under this Option may be exercised after the Expiration Date.  The aforesaid three-month and one-year periods
may be extended by the Committee in its sole discretion up to the Expiration
Date of the option.  If an Optionholder’s
employment relationship with the Company or any Affiliate is terminated for
cause (as defined by the Committee in its sole discretion), all such
Optionholder’s options shall terminate immediately and be of no further force
or effect.  Whether authorized leaves of
absence or absence on military or governmental service may constitute
termination for purposes of the Plan shall be conclusively determined by the
Committee.  Nothing in the Plan or in any
option granted thereunder shall be deemed to give the Optionholder the right to
continue his or her employment with the Company or any of its Affiliates or
shall be deemed to interfere in any way with the right of the Company to
terminate any Optionholder’s employment relationship at any time and for any
reason.  Options granted under the Plan
shall not be affected by any change of employment among the Company and its
Affiliates so long as the Optionholder continues to have an employment
relationship with the Company or one of its Affiliates.


 


9.              Compliance
with Securities Laws.  It
shall be a condition to the Optionholder’s right to purchase shares of Common
Stock hereunder that the Company may, in its discretion, require (a) that
the shares of Common Stock reserved for issue upon the exercise of this Option
shall have been duly listed, upon official notice of issuance, upon any
national securities exchange or automated quotation system on which the Company’s
Common Stock may then be listed or quoted, (b) that either (i) a
registration statement under the Securities Act of 1933 with respect to the
shares shall be in effect, or (ii) in the opinion of counsel for the
Company, the proposed purchase shall be exempt from registration under that Act
and the Optionholder shall have made such undertakings and agreements with the
Company as the Company may reasonably require, and (c) that such other
steps, if any, as counsel for the Company shall consider necessary to comply
with any law applicable to the issue of such shares by the Company shall have
been taken by the Company or the Optionholder, or both.  The certificates representing the shares
purchased under this Option may contain such legends as counsel for the Company
shall consider necessary to comply with any applicable law.


 


10.       Payment
of Taxes.  The
Optionholder shall pay to the Company, or make provision satisfactory to the
Company for payment of, any taxes required by law to be withheld with respect
to the exercise of this Option.  The
Committee may, in its discretion, require or permit any other federal or state
taxes imposed on the Optionholder on the exercise of this option or the sale of
the shares to be paid by the Optionholder. 
In the Committee’s discretion, such tax obligations may be paid in whole
or in part in shares of Common Stock, including shares retained from the
exercise of this Option, valued at their Fair Market Value on the date of
delivery.  The Company and its Affiliates
may, to the extent permitted by law, deduct any such tax obligations from any
payment of any kind otherwise due to the Optionholder.


 





















 


11.       Notice of
Sale of Shares.  The
Optionholder agrees to notify the Company in writing within 30 days of the
disposition of one or more shares of stock purchased upon exercise of this
Option if such disposition occurs within two years of the Date of Grant or
within one year after such purchase.


 


Adopted 05/24/2005