X0202 4 2006-05-23 0 0000821616 BENTLEY PHARMACEUTICALS INC BNT 0001218893 MURPHY JAMES R BENTLEY PARK 2 HOLLAND WAY EXETER NH 03833 1 1 0 0 Chairman & CEO Common Stock, $.02 par value 413228 D Common Stock, $.02 par value 9563 I Company-Sponsored 401(k) Retirement Plan Common Stock, $.02 par value 100 I By Son Right to purchase 11.775 2006-05-23 4 A 0 137000 0 A 2016-05-23 Common Stock, $.02 par value 137000 137000 D Restricted Stock Units 2006-05-23 4 A 0 27000 0 A 2016-05-23 Common Stock, $.02 par value 27000 27000 D Represents 100 shares of Common Stock held by Mr. Murphy's son, as to which Mr. Murphy disclaims beneficial ownership. Options were granted under terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Grant becomes exercisable in three equal installments on 5/23/2007, 5/23/2008 and 5/23/2009. Each restricted stock unit represents a contingent right to receive one share of Bentley Pharmaceuticals, Inc. Common Stock, $.02 par value. Restricted stock units were granted under the terms of the Company's Amended and Restated 2005 Equity and Incentive Plan. Units vest, and will be issued to the reporting person, in four equal installments on 5/23/2007, 5/23/2008, 5/23/2009 and 5/23/2010. James R. Murphy 2006-05-24