Exhibit 10.2


BioSphere Medical, Inc.


Incentive Stock Option Agreement

Granted Under 2006 Stock
Incentive Plan


1.             Grant of Option.


This agreement evidences the grant by BioSphere
Medical, Inc., a Delaware corporation (the “Company”), on           
, 200[ ] (the “Grant Date”) to [                  ],
an employee 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 2006 Stock
Incentive Plan (the “Plan”), a total of [                
 ] shares (the “Shares”) of common stock, $0.01 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 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        % of the original number of
Shares on [vesting schedule will generally be based upon time and/or
performance metrics].


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 be in writing, signed by the
Participant, and received by the Company at its principal office, accompanied
by this agreement, and payment in full in the manner provided in the Plan
including by delivery of a promissory note of the Participant to the Company on
terms determined by the Board. 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, an employee or officer of, or consultant or advisor to,
the Company or any parent or subsidiary of the Company as defined in Section 424(e) or
(f) of the Code (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 [three] 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 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)           Termination
for Cause. If, prior to the Final Exercise Date, the Participant’s
employment is terminated by the Company for Cause (as defined below), the right
to exercise this option shall terminate immediately upon the effective date of
such termination of employment. [If, prior to the Final Exercise Date, the
Participant is given notice by the Company of the termination of his or her
employment by the Company for Cause, and the effective date of such employment
termination is subsequent to the date of delivery of such notice, the right to
exercise this option shall be suspended from the time of the delivery of such
notice until the earlier of (i) such time as it is determined or otherwise
agreed that the Participant’s employment shall not be terminated for Cause as
provided in such notice or (ii) the effective date of such termination of
employment (in which case the right to exercise this option shall, pursuant to
the preceding sentence, terminate upon the effective date of such termination
of employment).]  If the Participant is
party to an employment or severance agreement with the Company that contains a
definition of “cause” for termination of employment, “Cause” shall have the
meaning ascribed to such term in such agreement. Otherwise, “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.             Tax Matters.


(a)           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 



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Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this option.


(b)           Disqualifying
Disposition. If the Participant disposes of Shares acquired upon exercise
of this option within two years from the Grant Date or one year after such
Shares were acquired pursuant to exercise of this option, the Participant shall
notify the Company in writing of such disposition.


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.


	
  

  	
   

  	
  BioSphere Medical, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 



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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 the Company’s 2006 Stock
Incentive Plan.


	
  

  	
   

  	
  PARTICIPANT:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 



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