INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO K-V PHARMACEUTICAL COMPANY 2001 INCENTIVE STOCK OPTION PLAN

1.

Grant of Option . The Company hereby grants to the Optionee an incentive stock option (the “Option”) to purchase all or any part of an aggregate of ___ shares of Common Stock (such number being subject to adjustment as provided in Paragraph 6) on the terms and conditions hereinafter set forth.

2.

Purchase Price . The purchase price of the shares of Common Stock issuable upon exercise of the Option (the “Option Price”) shall be $___ per share, which is not less than one hundred percent (100%) of the Fair Market Value Per Share of Common Stock on the Grant Date. Payment shall be made in cash, by certified check or in shares of Common Stock in the manner prescribed in Paragraph 7 hereof.

3.

Term of Option . The term of the Option shall be for a period of ten (10) years from the Grant Date, subject to earlier termination as provided in Paragraph 5. The Option is exercisable during its term only in accordance with the provisions of Exhibit A attached hereto. Except as provided in Paragraph 5, the Option may not be exercised unless, at the time the Option is exercised and at all times from the Grant Date, the Optionee shall then be and shall have been, an employee of the Company or any subsidiary.

4.

Nontransferability . The Option shall not be transferable otherwise than by will or the laws of descent and distribution to the extent provided in Paragraph 5, and the Option may be exercised, during the lifetime of the Optionee, only by the Optionee. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and of the Plan, and the levy of any execution, attachment,

or similar process upon the Option, shall be null and void and without effect; provided, however, that if the Optionee shall die while an employee of the Company or any subsidiary, the Optionee’s estate, personal representative, or beneficiary shall have the right to exercise the Option to the extent provided in Paragraph 5.

(a)

If the Optionee shall cease to be an employee of the Company or any subsidiary as the result of the Optionee’s dismissal without cause, then the Option, to the extent that it is exercisable by the Optionee at the time the Optionee ceases to be an employee of the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by the Optionee within three (3) months after such time, but in no event beyond ten (10) years after the Grant Date.

(b)

If the Optionee shall cease to be an employee of the Company or any subsidiary as the result of the Optionee’s dismissal for cause then the Option shall terminate immediately. If “cause” is defined in the Optionee’s employment, retention or other similar contractual arrangement, that definition shall control. If no employment agreement exists or if one exists but is silent as to a definition of “cause,” then “cause” shall mean: (1) commission of a criminal act in respect of the Optionee’s employment or conviction of, or plea of guilty or no contest to, a felony; (2) willful misconduct, gross negligence or breach of fiduciary duty in respect of the Optionee’s employment; or (3) continuing neglect or failure of the Optionee to perform the duties reasonably assigned to the Optionee by the Company and after notice from the Company of such neglect or failure, the Optionee’s failure to cure such neglect or failure within thirty (30) days of such notice.

(c)

If the Optionee shall cease to be an employee of the Company or any subsidiary as the result of the Optionee’s disability, as such term is defined in the Plan, then the Option, to the extent that it is exercisable by the Optionee at the time the Optionee ceases to be an employee of the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by the Optionee within twelve (12) months after such time, but in no event beyond ten (10) years after the Grant Date.

(d)

If the Optionee shall voluntarily terminate the Optionee’s employment with the Company or any subsidiary, then the Option, to the extent that it is exercisable by the Optionee at the time the Optionee ceases to be an employee of the Company or any subsidiary, and only to the extent that the Option is exercisable as of such time, may be exercised by the Optionee within three (3) months after such time; provided that, if the Optionee fails to comply with any notice of termination requirement to which the Optionee is subject as the result of a written agreement between such Optionee and the Company, such three (3) month post-termination exercise period shall be reduced to thirty (30) days; provided further that the Option may in no event be exercised beyond ten (10) years after the Grant Date.

(e)

If the Optionee shall die while an employee of the Company or any subsidiary, the Optionee’s estate, personal representative, or beneficiary shall have the right, subject to the provisions of Paragraph 3, to exercise the Option (to the extent that the Optionee would have been entitled to do so at the time of the Optionee’s death) at any time within twelve (12) months from the date of the Optionee’s death, but in no event beyond ten (10) years after the Grant Date.

(f)

If the Optionee is not subject to an employment, retention or other similar agreement addressing the treatment of Options in connection with a Change of Control and notwithstanding anything in this Section 5 to the contrary, if, in the 12-month period following a Change of Control, Optionee shall cease to be an employee of the Company or any subsidiary as the result of the Optionee’s dismissal without cause, then the Option shall become immediately exercisable in full, whether or not the dates set forth in Exhibit A have passed, and may be exercised by the Optionee within three (3) months after such termination of employment, but in no event beyond ten (10) years after the Grant Date. For the avoidance of doubt, if following a Change of Control, Optionee’s employment shall terminate as a result of the Optionee’s death or disability, the provisions of (c) and (e) above shall apply, respectively. For purposes of this Agreement, “Change of Control” will have the meaning set forth on Exhibit B.