FORM OF RESTATED EXECUTIVE SEVERANCE AGREEMENT

Exhibit 10.2

The following executive officers of Cephalon, Inc. executed this Form of Restated Executive Severance Agreement on June 24, 2008:

FORM OF RESTATED EXECUTIVE SEVERANCE AGREEMENT

This Restated Severance Agreement is made as of the 24th day of June 2008 by and between Cephalon, Inc., a Delaware corporation (the “Company”), and [NAME OF EXECUTIVE OFFICER] (“Executive”).

WHEREAS, Executive is an executive of the Company, currently serving as its [TITLE]; and

WHEREAS, the Company and Executive previously entered into that certain Executive Severance Agreement, dated as of July 25, 2002, (the “Severance Agreement”), pursuant to which Executive is entitled to certain payments and benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; and

WHEREAS , the Company and Executive desire to restate the Severance Agreement to include the terms of Amendment 2008-1 to the Severance Agreement dated June 23, 2008.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company and Executive (individually a “Party” and together, the “Parties”) agree to restate the Agreement as follows:

1.     Definitions .

(a)   “ Annual Base Salary ” shall mean twelve times the greater of (i) the highest monthly base salary paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliates (as defined in section 1504 of the Code without regard to subsection (b) thereof), together with any and all salary reduction authorized amounts under any of the Company’s benefit plans or programs, or (ii) the monthly base salary paid or payable to Executive by the Company (including authorized deferrals, salary reduction amounts and any car allowance) immediately prior to Executive’s Termination Date.

(b)   “ Annual Bonus ” shall mean 100% of Executive’s target annual bonus for the year in which Executive’s Termination Date occurs, plus 100% of any other bonuses Executive receives, or is entitled to receive, during the year in which Executive’s Termination Date occurs.

(c)   “ Board ” shall mean the Board of Directors of the Company.

(d)   “ Bonus Multiplier ” shall mean the quotient determined by dividing the total number of months in which Executive performed services for the Company during the calendar year in which Executive’s Termination Date occurs divided by 12.

(e)   “ Cause ” shall mean Executive has engaged in any act of unethical conduct, willful misconduct, fraud or embezzlement, any unauthorized disclosure of confidential information or trade secrets, or any other act that is materially and demonstrably detrimental to the Company.

(f)    “ Change in Control ” shall be deemed to have occurred if any of the following events occurs:

(i)            the direct or indirect acquisition by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than thirty percent (30%) of the combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which the Board does not recommend such shareholders to accept;

(ii)           a change in the composition of the Board over a period of twenty-four (24) months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (x) have been Board members continuously since the beginning of such period, or (y) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (x) who were still in office at the time such election or nomination was approved by the Board;

(iii)          a merger or consolidation in which securities possessing more than fifty percent (50%) of the combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or

(iv)          the sale, transfer or other disposition of more than seventy-five percent (75%) of the Company’s assets in a single or related series of transactions.

(g)   “ Code ” means the Internal Revenue Code of 1986, as amended.

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(h)   “ Constructive Termination ” means Executive’s voluntary resignation following any of the following events: (i) a change in Executive’s position with the Company or the successor thereto which materially reduces Executive’s level of responsibility; (ii) a reduction in Executive’s level of compensation (including base salary, significant fringe benefits or any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) a relocation of Executive’s place of employment by more than fifty (50) miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive’s consent.

(i)    “ Disability ” shall mean Executive is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any substantial gainful employment or service.

(j)    “ Notice of Termination ” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, and (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Executive’s employment under the provision so indicated.

(k)   “ Termination Date ” shall mean the last day of Executive’s employment with the Company.

(l)    “ Termination of Employment ” shall mean the termination of Executive’s active employment relationship with the Company.

2.     Termination of Employment Prior to a Change in Control .

(a)   Termination Prior to a Change of Control .  In the event that Executive’s employment with the Company is terminated prior to a Change in Control on account of an involuntary termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.

(b)   Compensation Upon Termination Prior to Change in Control .  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release (as defined in Section 5):

(i)            Executive shall receive a cash payment equal to one and a half (1.5) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date.  Except as provided in Section 24(b), payment shall be made in a lump sum within sixty (60) days after Executive’s Termination Date, but in no event earlier than the date on which the revocation period for the Release has expired.

(ii)           Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of eighteen (18) months following

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Executive’s Termination Date , plus an additional amount to fully gross-up Executive for any ordinary income taxes that result from such payment, so that the after-tax amount that Executive will receive will be equivalent to the COBRA rates for such coverage.  Except as provided in Section 24(b), payment shall be made in a lump sum within sixty (60) days after Executive’s Termination Date, but in no event earlier than the date on which the revocation period for the Release has expired.

The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s termination of employment with the Company and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(iv)          Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)   Notice of Termination .  Any termination on account of this Section 2 shall be communicated by a Notice of Termination to the other Parties hereto given in accordance with Section 18 hereof.

3.     Termination of Employment on Account of a Change in Control .

(a)   Termination on Account of a Change in Control .  In the event that Executive’s employment with the Company is terminated after, or in connection with, a Change in Control on account of: (i) an involuntary termination by the Company following a Change in Control for any reason other than Cause, death or Disability, (ii) Executive voluntarily terminates employment with the Company following a Change in Control on account of a Constructive Termination, (iii) by the Company (other than for Cause, death or Disability) prior to or in connection with an anticipated Change in Control at the request or direction of the acquirer involved in the Change in Control, or (iv) voluntarily by Executive for any reason (other than for death, Disability, or under circumstances in which Executive engaged in conduct that would constitute Cause) during the thirty (30) day period immediately following the first anniversary of the occurrence of a Change in Control, Executive shall be entitled to the benefits provided in subsection (b) of this Section 3.  If Executive is entitled to benefits described in subsection (b) of this Section 3 by reason of clause (a)(iii) above, Executive shall be entitled to such benefits upon Executive’s Termination of Employment regardless of whether the Change in Control actually occurs.

(b)   Compensation in Connection With a Termination on Account of a Change in Control .  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 3 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release:

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(i)            Executive shall receive a cash payment equal to the sum of (x) three (3) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date, (y) three (3) times Executive’s Annual Bonus, and (z) the Bonus Multiplier times Executive’s Annual Bonus.  Except as provided in Section 24(b), payment shall be made in a lump sum within sixty (60) days after Executive’s Termination Date, but in no event earlier than the date on which the revocation period for the Release has expired.

(ii)           Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of thirty-six (36) months following Executive’s Termination Date , plus an additional amount to fully gross-up Executive for any ordinary income taxes that result from such payment, so that the after-tax amount that Executive will receive will be equivalent to the COBRA rates for such coverage.  Except as provided in Section 24(b), payment shall be made in a lump sum within sixty (60) days after Executive’s Termination Date, but in no event earlier than the date on which the revocation period for the Release has expired.

All stock options and restricted stock held by Executive will become fully vested and/or exercisable, as the case may be, on the Termination Date, and all stock options shall remain exercisable after Executive’s Termination Date as set forth in the applicable option agreements with the Company.

(iii)          The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s termination of employment with the Company and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(iv)          Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)   Notice of Termination .  Any termination on account of this Section 3 shall be communicated by a Notice of Termination to the other Parties hereto in accordance with Section 18 hereof.

4.     Termination of Employment on Account of Disability .  Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated

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employment under this Agreement and shall not receive benefits pursuant to Sections 2 and 3 hereof.

5.     Release .  Notwithstanding the foregoing, no such payments shall be made unless Executive executes, and does not revoke, the Company’s standard written release (the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Executive participated and under which Executive has accrued or become entitled to a benefit) or the termination thereof.

6.     Other Payments .  The payments due under Sections 2 and 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company, except that no cash payments shall be paid to Executive under the Company’s then current severance pay policies.

7.     Enforcement .

(a)   In the event that the Company shall fail or refuse to make payment of any amounts due Executive under Sections 2, 3 and 6 hereof within the respective time periods provided therein, the Company shall pay to Executive, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Sections 2, 3 and 6, as appropriate, until paid to Executive, at the rate from time to time announced by First Union Bank as its “prime rate” plus 2%, each change in such rate to take effect on the effective date of the change in such prime rate.

(b)   It is the intent of the Parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under Sections 2, 3 and 6 of this Agreement by arbitration, litigation or other legal action