Exhibit 10.40
NON-QUALIFIED EMPLOYEE
STOCK OPTION CERTIFICATE AGREEMENT
THIS AGREEMENT is made as of the Date of Grant, XXXXXXX and between MEDICIS
PHARMACEUTICAL CORPORATION , a Delaware corporation (the “Corporation”), and
XXXXXXX (the “Optionee”).
WHEREAS , the Optionee is a valuable and trusted employee of the Corporation and the Corporation
considers it desirable and in its best interests that the Optionee be given an added incentive to advance the
interests of the Corporation by possessing an option to purchase shares of the Corporation, in accordance
with the Corporation’s stock option plans (the “Plans”);
WHEREAS , Section 7.1 of the Plans states that options granted under the Plans shall be evidenced by
certificates incorporating such terms and conditions as the Committee (as such term is defined in the Plan) in
its absolute discretion deems consistent with the terms of the Plan;
WHEREAS , the Committee took action on the Date of Grant XXXXXX to authorize the issuance of
new options to the Optionee; and
WHEREAS , the Optionee and the Corporation, together, consider it desirable and in their best
interests to voluntarily promise and agree to submit to binding arbitration any and all claims covered by this
Agreement, and to agree that binding arbitration pursuant to this Agreement shall be the sole, exclusive, and
final remedy for resolving any such claims and disputes;
NOW, THEREFORE , in consideration of the premises, it is agreed by and between the parties as
follows:
1. GRANT OF OPTION. Subject to the terms and conditions set forth herein, the Corporation hereby
grants to the Optionee the right, privilege and option to purchase XXXX shares of its Class A Common
Stock (the “Common Stock”). The Option is intended to be Non Qualified Stock Option’s within the
meaning of Section 422A of the Internal Revenue Code of 1986, as amended.
2. PURCHASE PRICE. The purchase price per share under the option granted to Optionee unde