exv10w1






Exhibit 10.1



CORNERSTONE THERAPEUTICS INC.

Nonstatutory Stock Option Agreement for a Non-Employee Director

Granted Under 2004 Stock Incentive Plan



1. Grant of Option.




     This agreement evidences the grant by Cornerstone Therapeutics Inc., a Delaware corporation
(the “Company”), on [_______], 20[ ] (the “Grant Date”) to [____________], a non-employee
director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the
terms provided herein and in the Company’s 2004 Stock Incentive Plan (the “Plan”), a total of
[______] shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common
Stock”) at $[_____] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m.,
Eastern time, on [____________] (the “Final Exercise Date”).



     It is intended that the option evidenced by this agreement shall not be an incentive stock
option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the
term “Participant”, as used in this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.


2. Vesting Schedule.




     This option will become exercisable (“vest”) as to [_____________].1



     The right of exercise shall be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this option under Section 3 hereof or the Plan.


3. Exercise of Option.




          (a) Form of Exercise. Each election to exercise this option shall either be (i) in
writing, signed by the Participant, and received by the Company at its principal office,
accompanied by this agreement, or (ii) by such other means as may be communicated in writing or
electronically by the Company to the Participant from time to time. No Common Stock shall be
delivered pursuant to any exercise until the Company has received payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of shares covered hereby,
provided that no partial exercise of this option may be for any fractional share or for fewer than
ten whole shares.




          (b) Continuous Relationship with the Company Required. Except as otherwise provided
in this Section 3, this option may not be exercised unless the Participant, at the time he or she
exercises this option, is, and has been at all times since the Grant Date, a director of the
Company or any other entity the directors of which are eligible to receive option grants under the
Plan (an “Eligible Participant”).




          (c) Termination of Relationship with the Company. If the Participant ceases to be an
Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the
right to exercise this option shall terminate nine months after such cessation (but in no event
after the Final Exercise Date), provided that this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date,
violates the non-competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement







 




			
	1	 	Insert an appropriate vesting schedule.




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or other agreement between the Participant and the Company, the right to exercise this option
shall terminate immediately upon written notice to the Participant from the Company describing such
violation.




          (d) Exercise Period Upon Death or Disability. If the Participant dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date
while he or she is an Eligible Participant and the Company has not terminated such relationship for
“cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of
one year following the date of death or disability of the Participant, by the Participant (or in
the case of death by an authorized transferee), provided that this option shall be
exercisable only to the extent that this option was exercisable by the Participant on the date of
his or her death or disability, and further provided that this option shall not be exercisable
after the Final Exercise Date.




          (e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is
discharged by the Company for “cause” (as defined below), the right to exercise this option shall
terminate immediately upon the effective date of such discharge. “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform his or her
responsibilities to the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Participant and the Company), as determined by the Company, which
determination shall be conclusive. The Participant shall be considered to have been discharged for
“Cause” if the Company determines, within 30 days after the Participant’s resignation, that
discharge for cause was warranted.



4. Withholding.




     No Shares will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any
federal, state or local withholding taxes required by law to be withheld in respect of this option.


5. Nontransferability of Option.




     This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the
Participant, either voluntarily or by operation of law, except by will or the laws of descent and
distribution, and, during the lifetime of the Participant, this option shall be exercisable only by
the Participant.


6. Provisions of the Plan.




     This option is subject to the provisions of the Plan, a copy of which is furnished to the
Participant with this option.



     IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal
by its duly authorized officer. This option shall take effect as a sealed instrument.



	 	 	 	 	 
	 	CORNERSTONE THERAPEUTICS INC.

 	 
	Dated: _________ 	By:  	 	 
	 	 	Name:  	Andrew K. W. Powell 	 
	 	 	Title:  	EVP, General Counsel and Secretary 	 



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PARTICIPANT’S ACCEPTANCE





     The undersigned hereby accepts the foregoing option and agrees to the terms and conditions
thereof. The undersigned hereby acknowledges receipt of a copy of (i) the Company’s 2004 Stock
Incentive Plan and (ii) the Company’s Prospectus for the 2004 Stock Incentive Plan in connection
with the Company’s Registration Statement on Form S-8.



	 	 	 	 	 
	 	PARTICIPANT:





 	 
	 	 	 	 
	 	Address:  	 	 
	 	 	 	 
	 	  	
 	 
	 	 	 
	 	Date:  	
 	 
	 	 	 	 
	 	 	 	 



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NOTICE OF STOCK OPTION EXERCISE




Date: ____________, 20[__]1



Cornerstone Therapeutics Inc.

1255 Crescent Green Drive

Suite 250

Cary, NC 27518




Attention: Treasurer




Dear Sir or Madam:




          I am the holder of a Nonstatutory  Stock Option granted to me under the Cornerstone
Therapeutics Inc., a Delaware corporation (the “Company”), 2004 Stock Incentive Plan on
__________2 for the purchase of __________3 shares of Common Stock of the
Company at a purchase price of $__________4 per share.




          I hereby exercise my option to purchase _________5 shares of Common Stock (the
“Shares”), for which I have enclosed __________6 in the amount of ________7.
Please register my stock certificate as follows:




	 	 	 	 	 

	Name(s):

	 	8
 

	 	  
	 
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	Tax I.D. #:

	 	9
 

	 	  








 




			
	1	 	Enter the date of exercise.
	 
	2	 	Enter the date of grant.
	 
	3	 	Enter the total number of shares of Common Stock for which the option was granted.
	 
	4	 	Enter the option exercise price per share of
Common Stock.
	 
	5	 	Enter the number of shares of Common Stock to
be purchased upon exercise of all or part of the option.

	 
	6	 	 Enter “cash”, “personal check” or if permitted
by the option or Plan, “stock certificates No. XXXX and XXXX”.
	 
	7	 	Enter the dollar amount (price per share of
Common Stock times the number of shares of Common Stock to be purchased), or
the number of shares tendered. Fair market value of shares tendered, together
with cash or check, must cover the purchase price of the shares issued upon
exercise.
	 
	8	 	Enter name(s) to appear on stock certificate:
(a) your name only; (b) your name and an other name (e.g., John Doe and Jane
Doe, Joint Tenants With Right of Survivorship); or (c) in the case of a
Nonstatutory option only, a Child’s name, with you as custodian (i.e., Jane
Doe, Custodian for Tommy Doe). Note: There may be income and/or gift tax
consequences of registering shares in a Child’s name.
	 
	9	 	Social Security Number of Holder(s).




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Please
use the following delivery method for my stock
certificate:



___ Mail directly to the address listed above


___ Send directly to my brokerage account





Complete the following if requesting delivery to brokerage
account:




	 	 	 	 	 

	Broker Name:
	 	 	 	 
	 

	 	 

	 	 
	DTC Participant #:
	 	 	 	 
	 

	 	 

	 	 
	Account Number:
	 	 	 	 
	 

	 	 

	 	 
	Broker Contact Name:
	 	 	 	 
	 
	 	 	 	 
	Phone:
	 	 	 	 
	 
	 	 	 	 
	e-mail address:
	 	 	 	 










	 	 	 	 	 

	 Very truly yours,





	 	 
	 	 
	 (Signature)

	 	 
	 	 
	
Name:


	 	  
	 	  







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