EXHIBIT 10.30
NOVADEL PHARMA INC. 1998 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
AGREEMENT , made as of this 28 th day of July, 2005, by and between NOVADEL PHARMA INC ., a Delaware
corporation having offices at 25 Minneakoning Road, Flemington, NJ 08822 (the “Company”) and MARK RACHESKY, c/o
MHR Management LLC, 20 TH Floor 40 West 57 th Street, New York, NY 10019 (the “Optionee”).
WHEREAS , on June 15, 1998, the Board of Directors of the Company (the “Board”) adopted the NovaDel Pharma Inc.
1998 Stock Option Plan (the “Plan”), subject to approval by the stockholders of the Company by December 31, 1998; and
WHEREAS , on November 23, 1998, the stockholders of the Company, at the Company’s Annual Meeting of
Stockholders, approved the Board’s adoption of the Plan; and
WHEREAS, on April 19, 2004, the stockholders of the Company, at the Company’s Annual Meeting of Stockholders,
approved an amendment to the Plan that allowed the Company to grant additional shares under the Plan; and
WHEREAS , on February 28, 2005, the Optionee was re-elected to the Board of Directors of the Company; and,
WHEREAS , on February 28, 2005, the Optionee and the Company entered into a stock option agreement (“2005
Agreement”) in which the Optionee was granted options in the Company’s common stock; and
WHEREAS, the Company has determined that the options granted under the 2005 Agreement may give rise to
compliance issues regarding the continued listing standards of the American Stock Exchange; and
WHEREAS, the Optionee has executed a Disclosure and Release Agreement, a copy of which is attached hereto as
Exhibit B , in which the Optionee has forever released the Company from any and all rights to the benefits granted the Optionee
under his 2005 Agreement; and
WHEREAS, the Optionee and the Company agree to exchange the Optionee’s options under the 20