**EXHIBIT 10.2**

**BENTLEYPHARMACEUTICALS, INC.**

**AMENDEDAND RESTATED 2005 EQUITY AND INCENTIVE PLAN**

**RESTRICTEDSTOCK UNIT CERTIFICATE(Non-Employee Directors)**
| RSU Number: |   |   |   | Units |
|-------------|--------|--------|--------|-------|

ThisRestricted Stock Unit Certificate (this “Certificate”) confirms that BentleyPharmaceuticals, Inc. (the “Company”), a Delaware corporation, has on the dateset forth below (the “Award Date”) granted to the person named below (“Participant”)an award (the “Award”) of the number of Restricted Stock Units set forth belowpursuant to the Company’s Amended and Restated 2005 Equity and Incentive Plan(the “Plan”), each Restricted Stock Unit representing the right to receive oneshare of the Company’s Common Stock, $.02 par value per share (the “CommonStock”), subject to the terms and conditions set forth below and on the reverseside of this Certificate.
| Award Date:                        |   |   |
|------------------------------------|--------|--------|
| Name of Participant:               |   |   |
| Address:                           |   |   |
| Social Security No.:               |   |   |
| Number of Restricted  Stock Units: |   |   |
| Vesting Schedule:                  |   |   |

 

Settlement Schedule:  As set forth in Section 3 on the reverse sideof this Certificate, vested Restricted Stock Units shall be settled as of thedate that Participant ceases to serve as a Director of the Company.

By acceptance of this Award, Participant agrees to all the terms andconditions hereof, including, without limitation, those set forth in the Planand on the reverse side of this Certificate.
|        | BENTLEY PHARMACEUTICALS, INC. |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   |                          |
|   | By:                           |   |
|   | Title:                        |   |
|        |                               |  |  |

 

*  * *  *  *

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**TERMS ANDCONDITIONS OF RESTRICTED STOCK UNITS**

1.     The Plan.  In the event of any conflict between theterms of the Plan and this Award, the terms of the Plan shall govern.  The Committee administers the Plan and itsdeterminations regarding the operation of the Plan are final.  Subject to the limitations set forth in thePlan, the Committee may amend the Plan or this Award.  Capitalized terms used but not defined hereinshall have the meaning set forth in the Plan. Copies of the Plan may be obtained upon written request without chargefrom the Secretary of the Company.

2.     No Rights as Stockholder or Director.  Participant shall not have any of the rightsor privileges of a stockholder of the Company with respect to the RestrictedStock Units granted pursuant to this Award unless and until shares of CommonStock have been issued and delivered to Participant.  No adjustments shall be made for dividends ordistributions or other rights for which the record date is prior to the datesuch shares of Common Stock are issued. The rights of Participant with respect to the Restricted Stock Unitsshall remain forfeitable at all times prior to the date on which such rightsvest in accordance with Sections 4, 5 and 6.  Participant shall not have any rights tocontinued service for the Company or its Affiliates by virtue of the grant ofthis Award.

3.     Conversion of Restricted Stock Units:Issuance of Common Stock.  No sharesof Common Stock shall be issued to Participant (i) prior to the date on whichthe Restricted Stock Units vest in accordance with Sections 4, 5 and 6 and(ii) until Participant ceases to serve as a Director of the Company.  Subject to Section 9, the Company shalldeliver to Participant, as of the date that Participant ceases to be a Directorof the Company, the shares of Common Stock represented by the whole RestrictedStock Units that have vested as of such date. The value of any fractional Restricted Stock Unit shall be paid in cashat the time the certificate is delivered to Participant.  The shares of Common Stock issued onconversion of vested Restricted Stock Units shall be free of all restrictionson transferability and forfeiture under this Award.

4.     Vesting.  Subject to the terms and conditions of thisAward, the Restricted Stock Units shall vest according to the Vesting Scheduleset forth on the cover of this Certificate, so long as Participant remainscontinuously a Director of the Company until the respective vesting dates.

5.     Change in Control.  As provided in the Plan, in the event of aChange in Control affecting theCompany’s outstanding Common Stock, the Committee shall equitably adjust thenumber and kind of shares subject to this Award or make provision for a cashpayment. If such Change in Control involves a consolidation or merger of theCompany with another entity, the sale or exchange of all or substantially allof the assets of the Company or a reorganization or liquidation of the Company,then in lieu of the foregoing, the Committee may in its discretion accelerateor waive any vesting period.

6.     End of Service as Director.  If, prior to vesting of the Restricted StockUnits pursuant to Section 4 or 5, Participant ceases to be a Director ofthe Company for any reason (voluntary or involuntary), then Participant’srights to all of the unvested Restricted Stock Units shall be immediately andirrevocably forfeited.

7.     Restriction on Transfer.  The Restricted Stock Units are nottransferable by Participant otherwise than by will or the laws of descent anddistribution.  The naming of a DesignatedBeneficiary does not constitute a transfer.

8.     409A.  In the event that the Committee determinesthat any amounts will be immediately taxable to Participant under Section 409Aof the Code and related Department of Treasury guidance (or subject Participantto a penalty tax) in connection with the grant or vesting of the RestrictedStock Units or any provision of this Award or the Plan, the Company may (i)adopt such amendments to this Award (having prospective or retroactive effect)that the Committee determines to be necessary or appropriate to preserve theintended tax treatment of the Restricted Stock Units and/or (ii) take suchother actions as the Committee determines to be necessary or appropriate tocomply with the requirements of Section 409A of the Code and related Departmentof Treasury guidance, including such Department of Treasury guidance and otherinterpretive materials as may be issued after the date on which such RestrictedStock Units were granted.

9.     Conditions for Issuance of Shares.  The Company shall not be required to deliverany shares of Common Stock until (i) such shares of Common Stock have beenadmitted to listing on all stock exchanges on which the Common Stock is thenlisted and (ii) the requirements of any federal or state securities laws, rulesor regulations or other laws or rules (including the rules of any securitiesexchange) as may be determined by the Company to be applicable are satisfied, providedhowever, that the Company may only so delay delivery of shares of Common Stockto the extent that such deferral complies with the provisions of Section 409Aof the Code and related Department of Treasury guidance.  Any certificates representing shares ofCommon Stock delivered under this Award may contain such legends as counsel forthe Company shall consider necessary to comply with any applicable law.

10.   Notices.  Any written notices provided for in thisAward that are sent by mail shall be deemed received three business days aftermailing, but not later than the date of actual receipt.  Notices shall be directed, if to Participant,at the Participant’s address indicated by the Company’s records and, if to theCompany, at the Company’s principal executive office.

11.   Miscellaneous.  The right of Participant to receive shares ofCommon Stock pursuant to this Award is an unfunded and unsecured obligation ofthe Company.  The Participant shall haveno rights under this Award other than those of an unsecured general creditor ofthe Company.  Subject to the restrictionson transfer set forth herein, this Award shall be binding upon and inure to thebenefit of the heirs, legatees, legal representatives, successors and assignsof the parties hereto.

12.   Governing Law.  This Award shall be governed by and construedin accordance with the laws of the State of Delaware and applicable federallaw, without regard to applicable conflicts of laws.

13.   Severability.  If one or more of the provisions of thisAward shall be held invalid, illegal or unenforceable in any respect, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby and the invalid, illegal orunenforceable provisions shall be deemed null and void; however, to the extentpermissible by law, any provisions which could be deemed null and void shallfirst be construed, interpreted or revised retroactively to permit this Awardto be construed so as to foster the intent of this Award and the Plan.

*Adopted5/23/2006*

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