exv10w2






Exhibit 10.2




Biodel Inc.

2010 Stock Incentive Plan

Incentive Stock Option Agreement



          Biodel Inc. (the “Company”) has granted you an option (the “Option”) under its 2010 Stock
Incentive Plan (the “Plan”). The Option lets you purchase a specified number (the “Option Shares”)
of shares of the Company’s common stock, at a specified price per share (the “Exercise Price”).




          Schedule I to this Agreement provides the details for your grant. It specifies the number of
Option Shares, the Exercise Price, the Date of Grant, the latest date the Option will expire (the
“Term Expiration Date”), and any special rules that already apply to your Option. The Company
intends the Option to be an incentive stock option (“ISO”) under Internal Revenue Code Section 422.
Biodel Inc. intends to treat Options designated as ISOs as ISOs to the limits the Code allows and
as nonqualified stock options for any additional Option Shares.




          The Option is subject in all respects to the applicable provisions of the Plan. This
Agreement does not cover all of the rules that apply to the Option under the Plan, and the Plan
defines any capitalized terms in this Agreement and Schedule I that the Agreement does not define.




          In addition to the Plan’s terms and restrictions, the following terms and restrictions apply
to the Option:




	 	 	 

	Option

	 	While your Option remains in effect under the Expiration section below,
	Exercisability    you may exercise any exercisable portions of the Option (and buy the Option Shares) 

under the timing rules Schedule I
specifies under “Option Exercisability
Provisions.”

	 
	 	 
	Method of
Exercise and
Payment for
Shares

	 	Subject to this Agreement and the Plan, you may exercise an Option only
by providing a written notice (or notice through another previously
approved method, which could include a web-based or voice- or e-mail
system) to the Secretary of the Company or to whomever the Board (or the Committee)
designates, that is received on or before the date the Option expires. Each such notice
must satisfy whatever procedures then apply to the Option and must contain such
representations (statements from you about your situation) as the Company requires. You
must, at the same time, pay the Exercise Price using one or more of the following methods:






	 	 	 

	Cash/Check

	 	cash or by check, payable to the order of the Company;
	 
	 	 
	Cashless 

Exercise

	 	(i) delivery of an irrevocable and unconditional undertaking
by a creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by you to the
Company of a copy of irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;
	 
	 	 
	Stock

	 	delivery (either by actual delivery or attestation) of shares of Common Stock
owned by you valued at their Fair Market Value, provided (i) such method of payment is
then permitted under applicable law, (ii) such Common Stock, if acquired directly from
the Company, was owned by you for such minimum period of time, if any, as may be
established by the Board in its discretion and (iii) such Common Stock is not subject
to any repurchase, forfeiture, unfulfilled vesting or other similar requirements; or
	 
	 	 
	 

	 	any combination of the above permitted forms of payments.






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	 	The Board (or the Committee) can approve additional payment methods
subject to any prohibitions under applicable law.






	 	 	 

	Expiration

	 	You cannot exercise an Option that has expired. The
Option will expire no later than the close of business on
the Term Expiration Date shown on Schedule I. The Option
Expiration Rules in Schedule I provide the circumstances
under which the Option will terminate before the Term
Expiration Date because of, for example, your termination
of employment or other service providing relationship.
Except as the Board (or the Committee) otherwise
determines, the Plan will treat your service-providing
relationship (and any further increases in exercisability
of the Option) as ending if you are an employee on the
Date of Grant and become an independent contractor. The
Board (or the Committee) can override the expiration
provisions of Schedule I.
	 
	 	 
	Special ISO Rule

	 	If you acquire Option Shares by exercising an Incentive
Stock Option, you agree to promptly notify the Company if
you dispose of those Option Shares within one year after
you acquired them or within two years after the Incentive
Stock Option’s Date of Grant.
	 
	 	 
	Substantial 

Corporate 

Change

	 	If a Reorganization Event or Change in Control Event ( each as defined in
the Plan) occurs while you remain employed by the Company, the Option
will be treated as provided in the Plan, except as Schedule I may otherwise provide or the Board (or the Committee)
otherwise determines.
	 
	 	 
	Compliance 

with Law

	 	You may not exercise an Option if the Company’s issuing stock upon
such exercise would violate any applicable federal or state securities laws or other laws or regulations. You may
not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition,
you may not use any exercise procedure that includes a sale on the market if the Company’s insider trading policy
then prohibits you from selling to the market.
	 
	 	 
	Additional
Conditions


to Exercise

	 	The Company may postpone issuing and delivering any Option Shares
for so long as the Company determines to be advisable to satisfy the
following:






	 	 	 

	 

	 	its completing or amending any securities registration or
qualification of the Option Shares or its or your satisfying any
exemption from registration under any Federal or state law, rule, or
regulation;
	 
	 	 
	 

	 	its receiving proof it considers satisfactory that a person seeking
to exercise the Option after your death is entitled to do so;
	 
	 	 
	 

	 	your complying with any requests for representations under the Plan;
and
	 
	 	 
	 

	 	its or your complying with any federal, state, or local tax
withholding obligations.






	 	 	 

	Additional 

Representations from You

	 	If you exercise an Option at a time when the Company does not have a
current registration statement (generally on Form S-8) under the
Securities Act of 1933 (the “Act”) that covers issuances of shares to you,
you must comply with the following before the Company will issue the Option
Shares to you. You must —






	 	 	 

	 

	 	represent to the Company, in a manner satisfactory to the Company’s
counsel, that you are acquiring the Option Shares for your own
account and not with a view to reselling or distributing the Option
Shares; and






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	 	agree that you will not sell, transfer, or otherwise dispose of the
Option Shares unless:






	 	 	 

	 

	 	a registration statement under the Act is effective at the
time of disposition with respect to the Option Shares you
propose to sell, transfer, or otherwise dispose of; or
	 
	 	 
	 

	 	the Company has received an opinion of counsel or other
information and representations it considers satisfactory to
the effect that, because of Rule 144 under the Act or
otherwise, no registration under the Act is required.






	 	 	 

	No Effect on 

Employment 

or Other 

Relationship

	 	Nothing in this Agreement restricts the Company’s rights or those of any
of its affiliates to terminate your employment or other relationship at any
time, for any or no reason. The termination of employment or other
relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the
reason for such termination, has the consequences provided for under the Plan and any applicable
employment or severance agreement or plan.
	 
	 	 
	Not a Stockholder

	 	You understand and agree that the Company will not consider you a stockholder for any purpose with respect to any
of the Option Shares until you have exercised the Option, paid for the shares, and received evidence of ownership.
	 
	 	 
	No Effect on 

Running Business

	 	You understand and agree that the existence of an Option will not affect
in any way the right or power of the Company or its stockholders to make or authorize any adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or
convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or
not of a similar character to those described above.
	 
	 	 
	Governing Law

	 	The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to
the principles of conflict of laws.
	 
	 	 
	Notices

	 	Any notice you give to the Company must follow the procedures then in effect. If no other procedures
apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary
(or to the Chair of the Board (or the Committee) if you are then serving as the sole Secretary). If
mailed, you should address it to the Company’s Secretary (or the Chair of the Board (or the Committee)) at
the Company’s then corporate headquarters, unless the Company directs optionees to send notices to another
corporate department or to a third party administrator or specifies another method of transmitting notice.
The Company and the Board (or the Committee) may address any notices to you using its standard electronic
communications methods or at your office or home address as reflected on the Company’s personnel or other
business records. You and the Company may change the address for notice by like notice to the other, and
the Company can also change the address for notice by general announcements to optionees.
	 
	 	 
	Section 409A

	 	This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue
Code and must be construed consistently with that section. Neither the Company nor you shall have the
right to accelerate or defer the delivery of any such payments or benefits except to the extent
specifically permitted or required by Section 409A. In any event, the Company makes no representations or
warranty and shall have no liability to you or any other person, if any provisions of or payments under
this Agreement are determined to






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	 	constitute deferred compensation subject to Code Section 409A but not to
satisfy the conditions of that section.
	 
	 	 
	Withholding

	 	Issuing the Option Shares is contingent on satisfaction of all obligations with respect to
required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes.)
The Company may take any action permitted under Section 11(e) of the Plan to satisfy such obligation,
including, if the Board (or the Committee) so determines, satisfying the tax obligations by (i) reducing
the number of Option Shares to be issued to you in connection with any exercise of the Option by that
number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all
taxes required to be withheld (at
their minimum withholding levels), (ii) accepting payment of the
withholdings from a broker in connection with a Cashless Exercise of the
Option or directly from you, or (iii) taking any other action under Section
11(e). If a fractional share remains after deduction for required
withholding, the Company will pay you the value of the fraction in cash.
	 
	 	 
	Plan Governs

	 	Wherever a conflict may arise between the terms of this Agreement and the terms of
the Plan, the terms of the Plan will control. The Board (or the Committee) may adjust the
number of Option Shares and the Exercise Price and other terms of the Option from time to time
as the Plan provides.






OPTIONEE ACKNOWLEDGMENT




          I acknowledge I received a copy of the Plan. I represent that I have read and am familiar
with the Plan’s terms. By signing where indicated on Schedule I, I accept the Option subject to
all of the terms and provisions of this Agreement and of the Plan under which the Option is
granted, as the Plan may be amended in accordance with its terms. I agree to accept as binding,
conclusive, and final all decisions or interpretations of the Board (or the Committee) concerning
any questions arising under the Plan with respect to the Option. I acknowledge that the Code’s
rules may prevent some or all of an Option from being treated as an ISO even if Schedule I shows it
to be an ISO.







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Biodel Inc.

2010 Stock Incentive Plan 

Incentive Stock Option Agreement for Employees



Schedule I




Optionee Information:




	 	 	 	 	 	 	 	 	 	 	 

	Name:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Option Information:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Option Shares:

	 	 	 	 	 	Exercise Price per Share:	 	 	 	 
	 

	 

	 	 	 	 	 	 

	 	 
	Date of Grant:

	 	 	 	 	 	Term Expiration Date:	 	 	 	 
	 

	 

	 	 	 	 	 	 

	 	 






	 	 	 

	Option Exercisability Provisions

	 	This Option will become exercisable as to
___% of the Option Shares on the ___
anniversary of the Date of Grant and as
to an additional ___% of the initial
Option Shares on                     , assuming
you remain employed or become and remain
a member of the Board, or, to the extent
the Board (or the Committee) provides for
ongoing credit, otherwise continue your
individual service-providing relationship
through each relevant date. Any
fractional shares that do not become
exercisable on such dates will be carried
forward to the following year, unless the
Board (or the Committee) selects a
different treatment. The exercise
schedule will cease if you become an
independent contractor (other than as a
member of the Board), except as the Board
(or the Committee) otherwise determines.
	 
	 	 
	Option Expiration Rules

	 	If the Option is not fully exercisable
when you cease to be employed or become
and remain a member of the Board (even if
you continue service as an independent
contractor), any unexercisable portion
will then expire immediately. If any
portion of the Option is exercisable,
that portion will remain exercisable
until the first to occur of the
following, each as defined further in the
Plan, and then immediately expire:







	 	•	 	The 90th day after your employment or
other individual-service providing relationship ends due
to your retirement (unless another provision applies)
	 
	 	•	 	The 90th day after your employment or
other individual-service providing relationship ends due
to any reason other than for your death or Disability
(unless another provision applies)
	 
	 	•	 	For Disability, the 12 month anniversary of your
termination of employment for Disability
	 
	 	•	 	The first anniversary of your death
	 
	 	•	 	The Term Expiration Date




“Disability” shall mean your inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not less than 12 months.
You shall not be deemed to have a Disability until proof of the existence thereof shall have been
furnished to the Board of


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Directors in such form and manner, and at such times, as the Board of
Directors may require. Any determination by the Board of Directors that you do or do not have a
Disability shall be final and binding upon you and the Company.



This Option is intended to be an Incentive Stock Option. Biodel Inc. intends to treat Options
designated as ISOs as ISOs to the limits the Code allows and as nonqualified stock options for any
additional Option Shares.



By signing this Schedule I, you agree to the acknowledgement on the last page of your Stock Option
Agreement.




 




The Plan document is available on the Biodel Inc. website. The Prospectus for the Plan, the
Company’s Annual Report on Form 10-K, and other filings the Company makes with the Securities and
Exchange Commission are available for your review on the Company’s web site. You may also obtain
paper copies of these documents upon request to the Company’s HR department.



Neither the Company nor anyone else is making any representations or promises regarding the
duration of your service, exercisability of the Option, the value of the Company’s stock or of this
Option, or the Company’s prospects. The Company is not providing any advice regarding tax
consequences to you or regarding your decisions regarding the Option; you agree to rely only upon
your own personal advisors.



No one may sell, transfer, or distribute the Option or the securities that may be purchased
upon exercising the Option without an effective registration statement relating thereto or an
opinion of counsel satisfactory to Biodel Inc. or other information and representations
satisfactory to it that such registration is not required.




 






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