CORNERSTONE THERAPEUTICS INC.
Nonstatutory Stock Option Agreement for a Non-Employee Director
Granted Under 2004 Stock Incentive Plan
1. Grant of Option .
This agreement evidences the grant by Cornerstone Therapeutics Inc., a Delaware corporation (the
“Company”), on , 2010 (the “Grant Date”) to [ ], a non-employee director of the
Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in
the Company’s 2004 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of
common stock, $0.001 par value per share, of the Company (“Common Stock”) at $[ ] per Share.
Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [ ] (the “Final
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be
deemed to include any person who acquires the right to exercise this option validly under its terms.
2. Vesting Schedule .
This option will become exercisable (“vest”) as to 2.78% of the original number of Shares at the end of each
successive one-month period following the Grant Date until the third anniversary of the Grant Date.
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the
maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3
hereof or the Plan.
3. Exercise of Option .
(a) Form of Exercise . Each election to exercise this option shall ei