Form of Stock Option Agreement With Directors

Exhibit 10.2

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

1997 INCENTIVE STOCK OPTION AGREEMENT This Stock Option Agreement (the " Option Agreement" ) is made as of [ ], by and between Central European Distribution Corporation (CEDC), a Delaware corporation (the " Company" ) and [ ], Director of the Company (the " Optionee" ).

WHEREAS, the Board of Directors of the Company (the " Board" ) has duly adopted, and the shareholders of the Company have approved, the 1997 Stock Incentive Plan, as amended (the " Plan" ), a copy of which has been made available to the Optionee, which provides for the grant of Options to eligible individuals for the purchase of shares of the Company' s Stock (as such terms are defined in the Plan); WHEREAS, the Company has determined that it is desirable and in its best interests to grant to the Optionee, pursuant to the Plan, an option to purchase a certain number of shares of Stock in order to provide the Optionee with an incentive to advance the interests of the Company, all according to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. Grant of Option. The provisions of the Plan are incorporated by reference herein and terms used in this Agreement that are defined in the Plan shall have the meanings assigned to them in the Plan. Subject to the terms of the Plan, the Company hereby grants to the Optionee an Option to purchase from the Company [] shares of Stock, all of which will be exercisable on [one or two years after the Grant Date]. The Option shall not constitute an " incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the " Code" ). 2. Price. The Option Price of each Option is $[] , which is the Fair Market Value on the day before the Grant Date of the shares of Stock subject to the Option. Payment for Shares purchased under the Plan shall be made in cash or cash equivalents.

3. Exercise of Option. The Options may be exercised as follows:

A. Time of Exercise of Options. The grant to Optionee of the Option to purchase from the Company [] Shares will be exercisable on [ ]. Any of the Options not exercised within ten years after the Grant Date shall be terminated and become null and void. B. Exercise by Optionee. During the lifetime of the Optionee, only the Optionee (or, in the event of the Optionee' s legal incapacity or incompetence, the Optionee' s guardian or legal representative) may exercise the Option. If Optionee' s directorship with CEDC terminates by reason of death, Options not then vested, if any, will fully vest and may he exercised within 24 months after such death. If the Optionee' s directorship terminates by reason of disability, the Options not then vested, if any, will

continue to vest and will be exercisable to the extent vested for a period of one year after the termination of directorship. If the Optionee' s directorship te ...