FORM OF NONEMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.1

FORM OF

NONEMPLOYEE DIRECTOR

NONQUALIFIED STOCK OPTION AGREEMENT

Under the Emisphere Technologies, Inc.
2007 Stock Award and Incentive Plan

     THIS AGREEMENT dated as of the first day of                      , 20       , between Emisphere Technologies, Inc., a Delaware Corporation (the “Company”), and                      (the “Optionee”).

WITNESSETH:

     In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

     1. Grant of Stock Option.

     Subject to the provisions of this Agreement and to the provisions of the Emisphere Technologies, Inc. 2007 Stock Award and Incentive Plan (the “Plan”), the Company hereby grants to the Optionee as of                      , 20       (the “Grant Date”) the right and option (the “Stock Option”) to purchase                      shares of common stock of the Company, par value $.01 per share (“Common Stock”), at the exercise price of $                      per share, the closing price of the Common Stock on                      , 20       . The Stock Option shall be a Nonqualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the tenth anniversary of the date hereof. Capitalized terms not defined herein shall have the meaning set forth in the Plan.

     2.  Exercisability of the Stock Option .

          (a) Vesting. Subject to the terms of this Agreement and the Plan, the Stock Option shall become vested and exercisable with respect to:

Vesting of this Stock Option shall cease upon termination of the Optionee’s relationship with the Company as a member of its Board of Directors (the “Business Relationship”). This Stock Option shall remain exercisable through the expiration of the term of the Stock Option.

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          (b) Acceleration upon Change in Control. In the event of a Change in Control, any unvested portions of this Stock Option shall immediately vest and remain exercisable for the remainder of the originally scheduled term. For the purposes of this Agreement, a “Change in Control” means: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then Outstanding Company Common Stock; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 50% or more of Outstanding Company Common Stock shall not constitute a Change in Control; and provided, further, that any acquisition by an entity with respect to which, following such acquisition, more than 50% of the then outstanding equity interests of such entity, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition of the Outstanding Company Common Stock, shall not constitute a Change in Control; or (b) the consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from Merger, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, excluding (a) a sale or other disposition of assets to a subsidiary of the Company; and (b) a sale or other disposition of assets to any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then Outstanding Company Common Stock.

     3.  Method of Exercise of the Stock Option .

          (a) The portion of the Stock Option as to which the Optionee is vested shall be exercisable by delivery to the Company of a written or electronic notice stating the number of whole shares to be purchased pursuant to this Agreement and accompanied by payment of the full purchase price of the shares of Common Stock to be purchased. Fractional share interests shall be disregarded except they may be accumulated.

          (b) The exercise price of the Stock Option shall be paid: (i) in cash or by certified check or bank draft payable to the order of the Company; (ii) by exchange of shares of unrestricted Common Stock of the Company already owned by the Optionee (that have been held by the Optionee for six (6) months prior to exercise or which were acquired in the open market) and having an aggregate fair market value equal to the aggregate purchase price; provided , that , the Optionee represents and warrants to the Company that the Optionee has held the shares of Common Stock free and clear of

liens and encumbrances and has held the shares for at least six (6) months prior to exercise or that such shares were acquired in the open market; or (iii) by any other procedure approved by the Committee, or by a combination of the foregoing.

     4.  Termination of Business Relationship Other Than Due to Death or Disability .

          (a) Except as provided in Section 5 below with regard to the Optionee’s termination of its Business Relationship due to death or Disability, in the event of the Optionee’s termination of its Business Relationship, the portion of the Stock Option, if any, which is exercisable at the time of such termination may be exercised prior to the expiration date of the Stock Option.

          (b) Nothing in this Agreement or the Plan shall confer upon the Optionee any right to continue in the Business Relationship with the Company or any of its subsidiaries or affiliates or interfere in any way with the right of the Company or any such subsidiaries or affiliates to terminate the Optionee’s Business Relationship at any time.

     5.  Death or Disability of Optionee .

     In the event of the Optionee’s termination of employment and