Exhibit 4.11
AMENDMENT NO. 2 TO
2001 EMPLOYEE STOCK OPTION PLAN
OF
BENTLEY PHARMACEUTICALS, INC.
Amendment No. 2 dated as of November 4, 2003 to the 2001 Employee Stock
Option Plan of Bentley Pharmaceuticals, Inc. (the "Plan").
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1. Section 14 of the Plan is hereby deleted in its entirety and
replaced with the following:
"14. Non-Transferability. No option granted under the
Plan shall be transferable other than by will or the laws
of descent and distribution, and options may be
exercised, during the lifetime of the optionee, only by
the optionee or the optionee's Legal Representatives.
Except to the extent provided above, options may not be
assigned, transferred, pledge, hypothecated or disposed
of in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or
similar process, and any such attempted assignment,
transfer, pledge, hypothecation or disposition shall be
null and void ab initio and of no force or effect.
Notwithstanding the foregoing, the vested portion of
an option, insofar as such vested portion is not intended
to be treated as an ISO that complies with Section 422 of
the Code, may be transferred by the optionee without
consideration, subject to such rules as the Board of
Directors may adopt to preserve the purposes of the Plan,
to:
(A) any or all of the optionee's spouse,
children or grandchildren (including adopted and
stepchildren and grandchildren) (collectively, the
"Immediate Family");
(B) a trust solely for the benefit of the
optionee and/or his or her Immediate Family (a "Family
Trust"); or
(C) a partnership or limited liability companies
whose only partners or members are the optionee and/or
his or her Immediate Family and/or a Family Trust;
(each transferee described in clauses (A), (B), and (C)
above is hereinafter referred to as a "Permitted
Transferee"); provided that the optionee gives the
Administrators advance written notice describing the
terms and conditions of the proposed transfer and the
Administrators notify the optionee in writing that such a
transfer would comply with the requirements of the Plan.
If any portion of an option is transferred in
accordance with the immediately preceding sentence, the
terms of the option shall apply to the Permitted
Transferee and any reference in the Contract to the
optionee, shall be deemed to refer to the Permitted
Transferee, except that (a) Permitted Transferees shall
not be entitled to transfer an option, other than by will
or the laws of descent and distribution; (b) Permitted
Transferees shall not be entitled to exercise the
transferred option unless there shall be in effect a
registration statement on an appropriate form covering
the shares to be acquired pursuant to the exercise of
such option if the Administrators determine that such
registration statement is necessary or appropriate; (c)
the Administrators or the Company shall not be required
to provide any notice to a Permitted Transferee, whether
or not such notice is or would otherwise have been
required to be given to the optionee under the Plan or
otherwise; and (d) the consequences of termination of the
optionee's employment with the Company under the terms of
the Plan and the Contract shall continue to be applied
with respect to the optionee, following which the option
shall be exercisable by the Permitted Transferee only to
the extent, and for the periods, specified in the Plan
and the Contract."
2. All capitalized terms used herein and not defined herein
which are defined in the Plan, shall have the same meaning herein as
in the Plan.
3. The Plan as amended hereby remains in full force and
effect.
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