Exhibit 10.28


 





VENTRUS BIOSCIENCES, INC.


2014 Stock Plan


NOTICE OF STOCK OPTION GRANT


 


	 	 	 
	 	 	Grant Number
	 	 	 
	 	 	 
	 	 	 


 


You have been granted an option to purchase
Common Stock of Ventrus Biosciences, Inc. (the "Company"), as follows:


 


	Date of Grant	[  ], 2014	 
	 	 	 
	Vesting Commencement Date	[  ], 2014	 
	 	 	 
	Exercise Price per Share	$[  ]	 
	 	 	 
	Total Number of Shares Granted	[  ]	 
	 	 	 
	Total Exercise Price	$[  ]	 
	 	 	 
	Type of Option:	 	 Incentive Stock Option
	 	 	 Nonstatutory Stock Option
	 	 	 
	Term/Expiration Date:	[  ]	 


 


	Vesting Schedule:	 	One-third to vest on the first anniversary of the Vesting Commencement Date; Remainder to vest in equal installments on the second and third anniversary of the Vesting Commencement Date.	 
	 	 	 	 
	Termination Period:	 	Option may be exercised for up to 90 days after termination of employment or consulting relationship.  By your signature and the signature of the Company's representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Ventrus Biosciences, Inc. 2014 Stock Plan (the “Plan”) and the Stock Option Agreement, all of which are attached and made a part of this document.	 
	 	 	 	 





	Dated: 	 	 	 


 


	 	 	 
	OPTIONEE:	 	VENTRUS BIOSCIENCES, INC.
	 	 	 
	 	 	By:	 
	[  ]	 	 
	 	 	Name:	 
	 	 	 
	 	 	Title:	 


 




    	 



    	 



    

 


VENTRUS BIOSCIENCES, INC.


 


STOCK OPTION AGREEMENT


  


1.      Grant
of Option. Ventrus Biosciences, Inc. (the "Company"), hereby grants to the Optionee named in the Notice of Grant
(the "Optionee") an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares")
set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price")
subject to the terms, definitions and provisions of the Ventrus Biosciences, Inc. 2014 Stock Plan (the "Plan") adopted
by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option.


 


If designated an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code, or any successor provision.


 


2.      Exercise
of Option. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of
Grant and with the provisions of Sections 8 and 13 of the Plan as follows:


 


 (a)    Right to Exercise.




 


(i)      This Option may not be exercised for a fraction
of a share.


 


(ii)     In
no event may this Option be exercised after the date of expiration of the term of this Option as set forth in the Notice of Grant.


 


(b)     Method of Exercise. This Option shall
be exercisable by written notice (in the form attached hereto as Exhibit A) which shall state the election to exercise
the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements
as to the holder's investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to
the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall
be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.


 


No Shares will be issued pursuant to the
exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements
of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall
be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.


 




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3.      Method
of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the
Optionee:


 


(i)          cash;
or


 


(ii)         check;
or


 


(iii)        surrender
of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option,
either have been owned by the Option for more than six (6) months on the date of surrender or were not acquired, directly or indirectly,
from the Company, and (B) have a fair market value on the date of surrender equal to the Exercise Price of the Shares as to which
the Option is being exercised; or


 


(iv)         authorization
for the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair
Market Value on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised;
or


 


(v)          delivery
of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds required to pay the exercise price, or


 


(vi)         any
combination of the foregoing methods of payment.


 


4.      Nontransferability
of Option. This Option may not be transferred in any manner other than as set forth in the Plan. The terms of this Option shall
be binding upon the executors, administrators, heirs, successors transferees and assigns of the Optionee as if such persons were
the Optionee.


 


5.      Termination
of Relationship. In the event of termination of Optionee's employment or consulting relationship with the Company, Optionee
may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option
during the Termination Period set out in the Notice of Grant. To the extent that Optionee was not entitled to exercise this Option
at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall
terminate.


 


6.      Term
of Option. This Option may be exercised only within the term set out in the Notice of Grant and the Plan, and may be exercised
during such term only in accordance with the Plan and the terms of this Option.


 


7.      Disability
of Optionee. Notwithstanding the provisions of Section 5 above, in the event of termination of Optionee's consulting or employment
relationship or as a result of his total and permanent disability (as defined in Section 22(e)(3) of the Code or any successor
provision), Optionee may, but only within twelve (12) months from the date of termination of employment or consulting relationship
(but in no event later than the date of expiration of the term of this Option as set forth in Section 10 below), exercise
this Option to the extent Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option (which Optionee was
entitled to exercise) within the time specified herein, the Option shall terminate.


 




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8.      Death
of Optionee. In the event of the death of Optionee during the term of this Option and, with respect to a Consultant,
during such Consultant’s continuing consulting relationship with the Company or within 90 days of termination of Consultant's
relationship with the Company and, with respect to an employee, during such employee’s employment relationship with the Company
or within 90 days of termination of such employee's relationship with the Company, the Option may be exercised at any time within
twelve (12) months following the date of termination (but in no event later than the date of expiration of the term of this Option
as set forth in Section 10 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that Optionee was entitled to at the date of death.


 


9.      Taxation
Upon Exercise of Option. Optionee understands that, upon exercising a Nonstatutory Stock Option, he or she will recognize income
for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. If the Optionee
is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the
applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some
point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option.
The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some
combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted
by the Board or Committee, in its discretion, by surrendering to the Company Shares that (a) in the case of Shares previously acquired
from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market
value on the date of surrender equal to or greater than Optionee's marginal tax rate times the ordinary income recognized, or (iv)
if permitted by the Board or Committee, in its discretion, and if the Option is designated as a Nonstatutory Stock Option by electing
to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market
value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date").


 


If the Optionee is subject to Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (an "Insider"), any surrender of previously
owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions
of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.


 


All elections by an Optionee to have Shares
withheld to satisfy tax-withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject
to the following restrictions:


 





(1)         the
election must be made on or prior to the applicable Tax Date;


 




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(2)         once
made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made;


 


(3)         all
elections shall be subject to the consent or disapproval of the Board or Committee;


 


(4)         if
the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the
Exchange Act with respect to Plan transactions.







 







10.    Tax
Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal tax consequences of exercise
of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)          Exercise
of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability (or state income tax liability
in most states) upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price will be treated as an item of adjustment to the alternative minimum tax for federal tax purposes
in the year of exercise and may subject the Optionee to the alternative minimum tax.


 


(b)          Exercise
of Nonstatutory Stock Option. If this Option does not qualify as an ISO, there may be a regular federal income tax liability
and a state income tax liability upon the exercise of the Option. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of
exercise over the Exercise Price and the Company will qualify for a deduction in the same amount, subject to the requirement that
the compensation be reasonable. If Optionee is an employee, the Company will be required to withhold from Optionee's compensation
or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.


 


 (c)         Disposition of Shares. In the case of
an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least
one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the
Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed
of within one-year after exercise or within two years after the Date of Grant, any gain realized on such disposition will be treated
as compensation income (taxable at ordinary income rates) in an amount equal to the excess of the lesser of (1) the fair market
value of the Shares on the date of exercise, or (2) the sale price of the Shares over the Exercise Price paid for those shares.
The Company will also be allowed a deduction equal to any such amount recognized, subject to the requirement that the compensation
be reasonable.


 




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 (d)         Notice of Disqualifying Disposition of ISO
Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date
one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee
agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee
from the early disposition by payment in cash or out of the current earnings paid to the Optionee.


 


11.    Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon Optionee and his or her heirs, executors, administrators, successors, transferees and assigns.


 


12.    Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or by the Company forthwith to the Company's
Board of Directors or the Committee that administers the Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Board or committee shall be final and binding on the Company and on Optionee.


 


13.    Governing
Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware excluding
that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal
or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.


 


14.    Notices.
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the other party at its
address as shown below beneath its signature, or to such other address as such party may designate in writing from time to time
to the other party.


 


15.    Further
Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary
to carry out the purposes and intent of this Agreement.


 


16.    2014
Stock Plan. Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and
this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Board or Committee upon any questions arising under the Plan or this Option.


  




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EXHIBIT A


 


VENTRUS BIOSCIENCES, INC.


 


EXERCISE NOTICE


  


Ventrus Biosciences, Inc.


___________________________


___________________________


Attention: Secretary


 


1.      Exercise
of Option. Effective as of today, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_____________ shares of the Common Stock (the "Shares") of Ventrus Biosciences, Inc. (the "Company") under
and pursuant to the Company's 2014 Stock, as amended (the "Plan") and the Amended and Restated Notice of Stock Option
Grant dated __________, 20___ with its attached Stock Option Agreement (the "Option Agreement"). The purchase price for
the Shares shall be $__________ as required by the Option Agreement. Optionee herewith delivers to the Company the full Exercise
Price for the Shares.


 


2.      Representations
of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions. Optionee represents that Optionee is purchasing the Shares for Optionee's
own account for investment and not with a view to, or for sale in connection with, a distribution of any of such Shares.


 


3.      Rights
as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the optioned Shares, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised.


 


4.      Tax
Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in
connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.


 


5.      Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan and the Option
Agreement and any Investment Representation statement executed and delivered to Company by Optionee shall constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and is governed by North Carolina law except for that body of law pertaining to conflict
of laws.


 




    	 



    	 



    

 





	Submitted by:	 	 	Accepted by:
	 	 	 	 
	OPTIONEE:	 	 	Ventrus Biosciences, Inc.
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	Address:	 	 	Address: