Exhibit 10.2


 


	
  2004 EQUITY COMPENSATION PLAN

  	
   

  
	
  EMPLOYEE

  	
   

  
	
  NON-QUALIFIED STOCK OPTION

  	
   

  



 


TERM SHEET


 


THIS AGREEMENT is made as
of Grant Date by and between Cephalon, Inc. (“Company”) and Grantee.


 


RECITALS


 


A.                                   The
Grantee has been granted an option to purchase shares of the common stock of
the Company under the Cephalon, Inc. 2004 Equity Compensation Plan (“Plan”).


 


B.                                     The
option granted to the Grantee is intended to be a non-qualified stock option (“NQSO”),
which does not satisfy Section 422 of the Internal Revenue Code of 1986,
as amended.


 


NOW, THEREFORE, it is
hereby agreed as follows:


 


1.                                       Grant of Option.


 


Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Company hereby grants to the Grantee, as of the Grant Date, a NQSO to purchase
the number of shares of the common stock of the Company (“Option Shares”)
specified on the attached Notice of Grant of Stock Options (“Notice”), at the
exercise price per share set forth in the Notice.


 


This
option shall become null and void unless the Grantee accepts this Agreement by
executing this Agreement in the space provided on the last page of the
Agreement and returning it to the Company.


 


2.                                       Option Term.


 


Unless
sooner terminated in accordance with the provisions of the Plan or this Agreement,
this option will terminate at the close of business on the date specified on
the Notice, but in no event shall the option terminate later than ten years
from the Grant Date, (“Expiration Date”).


 


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3.                                       Option Nontransferable.


 


This
option is not transferable or assignable by the Grantee other than by will or
by the laws of descent and distribution, and during the lifetime of the
Grantee, this option is exercisable only by the Grantee.


 


4.                                       Dates of Exercise.


 


The
option will become exercisable with respect to the Option Shares covered by the
option according to the following four year exercisability schedule, provided
that the Grantee is employed by the Company on the applicable dates:


 


	
  Date

  	
   

  	
  Option Shares Becoming Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1st anniversary
  of Grant Date

  	
   

  	
  25

  	
  %

  
	
  2nd anniversary
  of Grant Date

  	
   

  	
  25

  	
  %

  
	
  3rd anniversary
  of Grant Date

  	
   

  	
  25

  	
  %

  
	
  4th anniversary
  of Grant Date

  	
   

  	
  25

  	
  %

  



 


Exercisable
installments may be exercised in whole or in part, and, to the extent not
exercised, will accumulate and be exercisable at any time on or before the
Expiration Date, unless the option terminates earlier in accordance with the
terms of this Agreement or the Plan.  The
exercisability of the option is cumulative, but shall not exceed 100% of the
Option Shares.  If the foregoing schedule would
produce fractional Option Shares, the number of Option Shares for which the
option becomes exercisable shall be rounded down to the nearest whole Option
Share.


 


5.                                       Termination of Employment.


 


(a)                                  Should
the Grantee cease to be an employee of the Company or one of its subsidiaries
(other than by reason of retirement (as defined below), death, permanent
disability (as defined below) or termination for cause (as defined below)),
this option will, solely to the extent that it is exercisable immediately prior
to such cessation of employee status, remain exercisable during the three-month
period following the date of such cessation of employee status.  If, at the time of the Grantee’s termination,
he is unable to


 


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sell
Option Shares (i) without liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (or any successor provision) (“Section 16(b)”)
or (ii) because he is in possession of material non-public information
about the Company (“Non-public Information”), then the three-month period
referred to in the preceding sentence shall not commence until the later of the
first day that the Grantee may sell Option Shares without liability under Section 16(b) or
the first day that the Grantee is not in possession of Non-public Information;
provided, however, that in no event will this option be exercisable at any time
after the Expiration Date.


 


(b)                                 Should
the Grantee cease to be an employee of the Company or one of its subsidiaries
on account of retirement, this option will, solely to the extent that it is
exercisable immediately prior to such cessation of employee status, remain
exercisable until the Expiration Date.  The
Grantee will be deemed to cease to be an employee of the Company or one of its subsidiaries
on account of retirement if the Grantee resigns as an employee of the Company
or one of its subsidiaries on or after the Grantee attained age 55 and
completed 10 years of service with the Company or one of its subsidiaries.


 


(c)                                  Should
the Grantee become permanently disabled and cease by reason thereof to be an
employee of the Company or one of its subsidiaries, this option will, solely to
the extent that it is exercisable immediately prior to such cessation of
employee status, remain exercisable during the one-year period following the
date of such cessation of employee status; provided, however, in no event will
this option be exercisable at any time after the Expiration Date.  The Grantee will be deemed to be permanently
disabled if the Grantee is, by reason of any medically determinable physical or
mental impairment expected to result in death or to be of continuous duration
of not less than one year, unable to engage in any substantial gainful
employment.


 


(d)                                 Should
the Grantee die while still an employee of the Company or one of its
subsidiaries, this stock option, to the extent it is at the time outstanding
under this Plan, shall automatically accelerate and become fully exercisable as
to all Option Shares subject to this option and shall remain exercisable until
the Expiration Date or earlier surrender of this option.  In addition, if the Grantee dies during the
three-month period referred to in subparagraph (a) or during the one-year
period referred to in subparagraph


 


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(c),
the option shall remain exercisable until the Expiration Date or earlier
surrender of this option.  The executors
or administrators of estate or heirs or legatees (as the case may be) will have
the right to exercise this option, during the remainder of the option term.


 


(e)                                  Should
the Grantee’s employment be terminated for cause (including, but not limited
to, any act of dishonesty, unethical conduct, willful misconduct, fraud or
embezzlement, or any unauthorized disclosure of confidential information or
trade secrets), this option will immediately terminate and cease to be
exercisable when notice of termination of employment is given.


 


(f)                                    Any
portion of the option that is not exercisable when the Grantee ceases to be an
employee of the Company or one of its subsidiaries shall immediately terminate.


 


6.                                       Privilege of Stock Ownership.


 


The
holder of this option will have none of the rights of a stockholder with
respect to the Option Shares until such individual has exercised the option and
has been issued a stock certificate for the Option Shares.


 


7.                                       Manner of Exercising Option.


 


In
order to exercise this option with respect to all or any part of the Option
Shares for which this option is at the time exercisable, the Grantee (or in the
case of exercise after the Grantee’s death, the Grantee’s executor,
administrator, heir or legatee, as the case may be) must take the following
actions:


 


(a)                                  Execute
and deliver to the Senior Vice President & Chief Administrative
Officer of the Company a stock purchase agreement in substantially the form of Exhibit A
to this Agreement (the “Purchase Agreement”), specifying the number of Option
Shares with respect to which the option is being exercised;


 


(b)                                 Pay
the aggregate exercise price for the purchased shares as specified by the
Committee in one or more of the following alternative forms:  (i) full


 


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payment,
in cash or by check payable to the Company’s order, in the amount of the
exercise price for the Option Shares being purchased; (ii) full payment in
shares of common stock of the Company held for at least six months and having
an aggregate fair market value on the day of exercise (as determined under the
terms of the Plan) equal to the exercise price for the Option Shares being
purchased; (iii) a combination of shares of common stock of the Company
held for at least six months and valued at fair market value on the day of
exercise (as determined under the terms of the Plan) and cash or check payable
to the Company’s order, equal in the aggregate to the exercise price for the
Option Shares being purchased; or (iv) to the extent permitted by
applicable law, by such other method as the Committee may approve; and


 


(c)                                  Furnish
the Company with appropriate documentation that the person or persons
exercising the option, if other than the Grantee, have the right to exercise
this option.


 


8.                                       Certain Company Transactions.


 


(a)                                  “Change
of Control” shall mean a change in ownership or control of the Company
effected through either of the following transactions: (i) the direct or
indirect acquisition by any person or related group of persons (other than the
Company or a person that directly or indirectly controls, is controlled by, or
is under common control with, the Company) of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended)
of securities possessing more than thirty percent (30%) of the combined voting
power of the Company’s outstanding securities pursuant to a tender or exchange
offer made directly to the Company’s stockholders which the Board of Directors
(“Board”) does not recommend such stockholders to accept; or (ii)  a change
in the composition of the Board over a period of twenty-four (24) months or
less such that a majority of the Board members ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who
either: (1) have been Board members continuously since the beginning of
such period, or (2) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members
described in clause (1) who were still in office at the time such election
or nomination was approved by the Board.


 


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(b)                                 “Corporate
Transaction”            shall mean either of
the following stockholder-approved transactions to which the Company is a
party:  (i) a merger or
consolidation in which securities possessing more than fifty percent (50%) of
the combined voting power of the Company’s outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction, or (ii) the sale,
transfer or other disposition of more than 75% of the Company’s assets in a
single or related series of transactions.


 


(c)                                  “Involuntary
Termination” shall mean the termination of the service of the Grantee which
occurs by reason of (i) such individual’s involuntary dismissal or
discharge by the Company or the successor thereto for reasons other than
Misconduct (as defined below), or (ii) such individual’s voluntary
resignation, in either case following: (a) a change in the Grantee’s
position with the Company or the successor thereto which materially reduces the
Grantee’s level of responsibility, (b) a reduction in the Grantee’s level
of compensation (including base salary, significant fringe benefits or any
non-discretionary and objective-standard incentive payment or bonus award) by
more than ten percent (10%) in the aggregate or (c) a relocation of the
Grantee’s place of employment by more than fifty (50) miles, only if such
change, reduction or relocation is effected by the Company or the successor
thereto without the Grantee’s consent. 
For purposes of this definition, the term “Misconduct” means the
commission of any act of fraud, embezzlement or dishonesty by the Grantee, any
unauthorized use or disclosure by such individual of confidential information
or trade secrets of the Company or its successor, or any other intentional
misconduct by such individual adversely affecting the business or affairs of
the Company or its successor in a material manner.  The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Company or its successor
may consider as grounds for the dismissal or discharge of the Grantee.


 


(d)                                 Except
as described below, in the event of any Corporate Transaction, this option, to
the extent it is at the time outstanding under the Plan, shall automatically
accelerate so that this option shall, immediately prior to the specified
effective date for such Corporate Transaction, become fully exercisable with
respect to the total number of Option Shares subject to the option and may be
exercised for all or any portion of such shares as


 


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fully-exercisable
shares.  However, the exercisability
shall not so accelerate if and to the extent: 
(i) such option is, in connection with such Corporate Transaction,
either to be assumed by the successor corporation or parent thereof or replaced
with a stock option for shares of the capital stock of the successor
corporation or parent thereof having comparable value and terms, (ii) such
option is to be replaced with a cash incentive option or award of the successor
corporation which preserves the option spread value existing at the time of
such Corporate Transaction and provides for subsequent payout in accordance
with the same terms and conditions of the option, (iii) such option is to
be replaced by a grant under another incentive program which the Committee
determines is reasonably equivalent in value, or (iv) the acceleration of
the exercisability period under the option is subject to other limitations
imposed by the Committee at the time of the Grant.  The determination of comparability under
clauses (i), (ii) or (iii) above shall be made by the Committee, and
its determination shall be final, binding and conclusive.


 


(e)                                  Upon
the Grantee’s cessation of service by reason of an Involuntary Termination
within thirty-six (36) months after a Corporate Transaction in which the
Grantee’s outstanding options are assumed or replaced pursuant to clauses (d) (i),
(ii) or (iii) above, each such option under clause (i) shall
automatically accelerate and become fully exercisable and all restrictions
applicable to such grants shall lapse, with respect to the total number of
shares of stock at the time subject to such option and the cash incentive
program under clause (ii) or other incentive program under clause (iii) shall
become fully vested.  In addition, upon
the Grantee’s cessation of service by reason of an Involuntary Termination
within 36 months after a Change of Control, the option will automatically
accelerate and become fully exercisable with respect to the total number of
Option Shares at the time subject to the option.  The option as so accelerated shall remain
exercisable until the earlier of the Expiration Date or the expiration
of the one (1)-year period measured from the date of such Involuntary
Termination.


 


(f)                                    Immediately
following the consummation of a Corporate Transaction, this option shall
terminate and cease to remain outstanding, except to the extent assumed by the
successor corporation or its parent company.


 


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9.                                       Compliance with Laws and Regulations.


 


(a)                                  The
exercise of this option and the issuance of Option Shares upon such exercise is
subject to compliance by the Company and the Grantee with all applicable
requirements of law relating thereto and with all applicable regulations of any
stock exchange on which shares of the Company’s common stock may be listed at
the time of such exercise and issuance.


 


(b)                                 In
connection with the exercise of this option, the Grantee will execute and
deliver to the Company such representations in writing as may be requested by
the Company so that it may comply with the applicable requirements of federal
and state securities laws.


 


10.                                 Liability of Company.


 


(a)                                  If
the Option Shares exceed, as of the Grant Date, the number of shares that may
without shareholder approval be issued under the Plan, then this option will be
void with respect to such excess shares unless shareholder approval of an
amendment sufficiently increasing the number of shares issuable under the Plan
is obtained in accordance with the provisions of the Plan.


 


(b)                                 The
inability of the Company to obtain approval from any regulatory body having
authority deemed by the Company to be necessary to the lawful issuance and sale
of any common stock pursuant to this option will relieve the Company of any
liability with respect to the non-issuance or sale of the common stock as to
which such approval is not obtained.


 


11.                                 No Employment Contract.


 


Nothing
in this Agreement, the Notice or in the Plan confers upon the Grantee any right
to continue in the employ of the Company (or any subsidiary) or interferes with
or restricts in any way the rights of the Company (or any subsidiary), which
are hereby expressly reserved, to discharge the Grantee at any time for any
reason or no reason, with or without cause. 
Except to the extent the terms of any employment contract between the
Company (or any subsidiary) and the Grantee may expressly provide otherwise,
neither the Company nor any of its subsidiaries is under


 


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any
obligation to continue the employment of the Grantee for any period of
specified duration.


 


12.                                 Notices.


 


Any
notice required to be given or delivered to the Company under the terms of this
Agreement will be in writing and addressed to the Company in care of its Senior
Vice President & Chief Administrative Officer at its corporate office
at 41 Moores Road, Frazer, Pennsylvania, 19355. 
Any notice required to be given or delivered to the Grantee will be in
writing and addressed to the Grantee at the address provided on the notice of
grant or such other address provided in writing by the Grantee to the
Company.  All notices will be deemed to
have been given or delivered upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.


 


13.                                 Construction.


 


This
Agreement, the Notice and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the
express terms and provisions of the Plan.


 


Capitalized
terms not otherwise defined herein that are defined in the Plan shall have the
meaning specified in the Plan.  All
decisions of the Committee with respect to any question or issue arising under
the Plan or this Agreement will be conclusive and binding on all persons having
an interest in this option.


 


14.                                 Governing Law.


 


The
interpretation, performance and enforcement of this Agreement will be governed
by the laws of the Commonwealth of Pennsylvania.


 


[SIGNATURE
PAGE FOLLOWS]


 


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IN WITNESS WHEREOF,
Cephalon has caused this Agreement to be executed in duplicate on its behalf by
its duly authorized officer and the Grantee has also executed this Agreement in
duplicate.


 


	
   

  	
  For
  Cephalon, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


I hereby accept the
option described in this Agreement and the Notice, and I agree to be bound by
the terms of the Plan, this Agreement and the Notice.  I hereby further agree that all of the
decisions and determinations of the Committee shall be final and binding.


 


 


	
   

  	
  Grantee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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