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                                                                    Exhibit 10.2


                          Memory Pharmaceuticals Corp.

                            2004 Stock Incentive Plan


                                   ARTICLE 1

                       Background and Purpose of the Plan

            Section 1.1. Background. This 2004 Stock Incentive Plan (the "Plan")
permits the grant of Incentive Stock Options, Nonstatutory Stock Options,
Restricted Stock and other stock-based awards.

            Section 1.2. Purpose. The purposes of the Plan are (a) to attract
and retain the best available personnel for positions of substantial
responsibility, (b) to provide additional incentive to Employees, Directors and
Consultants, and (c) to promote the success of the business of the Company.

            Section 1.3. Prior Plan. The Plan shall serve as the successor to
the Company's 1998 Employee, Director and Consultant Stock Option Plan (the
"Prior Plan"), and no further option grants or stock issuances shall be made
under the Prior Plan after the Effective Date. The adoption of the Plan as of
the Effective Date shall not affect the terms of any option or restricted stock
award that was outstanding prior to the Effective Date and all such options and
restricted stock awards shall continue to be governed by the terms of the Prior
Plan as in effect immediately prior to the Effective Date.

            Section 1.4. Eligibility. All of the Company's Service Providers are
eligible to be granted Awards under the Plan. Incentive Stock Options may be
granted only to Employees. Options granted pursuant to Article 7 may be granted
only to Outside Directors.

            Section 1.5. Definitions. Capitalized terms used in the Plan and not
otherwise defined herein shall have the meanings assigned to such terms in the
attached Appendix.

                                    ARTICLE 2

                           Shares Subject To The Plan

            Section 2.1. Shares Subject to the Plan. Subject to adjustment under
Section 2.3, the number of shares of Common Stock initially reserved for
issuance pursuant to Awards made under the Plan shall not exceed 3,803,759
Shares. Such reserve shall consist of:

            (a) not more than 314,517 remaining Shares authorized for issuance
under the Prior Plan but not reserved for outstanding options and awards;

            (b) not more than 2,489,242 additional Shares which are subject to
stock options or restricted stock awards granted or issued under the Prior Plan
on or before the Effective Date and which are surrendered before exercise,
lapse, are terminated without being exercised, or are forfeited, in whole or in
part, for any reason after the Effective Date; and

            (c) 1,000,000 additional Shares reserved for issuance under the
Plan.
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The total number of Shares available for issuance under the Plan, including
Shares subject to then outstanding Awards, shall automatically increase on
January 1 of each year during the term of the Plan, beginning January 1, 2005,
by an amount equal to the lesser of (i) 1,500,000 shares, (ii) 5% of the
outstanding shares of the Company's common stock on that date, or (iii) an
amount determined by the Board. Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.

            Section 2.2. Lapsed Awards. If an Award expires or is terminated,
surrendered or cancelled without having been exercised in full, or is
surrendered pursuant to an Exchange Program, or is otherwise forfeited in full
or in part, including as a result of Restricted Stock or Optioned Stock or other
Shares constituting or subject to an Award being repurchased by the Company at
the original issuance price pursuant to a contractual repurchase right, then the
unissued Shares which were subject to such Award and/or such surrendered,
cancelled or forfeited Shares (as the case may be) shall become available for
future grant or sale under the Plan (unless the Plan has terminated), subject
however, in the case of Incentive Stock Options to any limitations under the
Code. If an Award is exercised, in whole or in part, by delivery or attestation
of Shares under Section 4.3(b), the number of Shares deemed to have been issued
under the Plan shall be the number of Shares which were subject to the Award or
portion thereof so exercised and not the net number of Shares actually issued
upon such exercise.

            Section 2.3. Adjustments. In the event that there is any stock
dividend on the Shares payable in Shares, or any stock split, reverse stock
split, combination or reclassification of Shares, or any other increase in the
number of outstanding Shares without receipt of consideration by the Company,
then the maximum aggregate number and class of securities available for Awards
under Section 2.1 of the Plan, the maximum number and class of securities
issuable to a Service Provider under Section 4.1(c) of the Plan, and any other
limitation under this Plan on the maximum number and class of securities
issuable to an individual or in the aggregate, and the price of securities
covered by each outstanding Option shall be proportionately adjusted by the
Administrator as it deems equitable in its absolute discretion to prevent
dilution or enlargement of the rights of the Participants; provided that any
fractional Shares resulting from such adjustments shall be eliminated. The
Administrator's determination with respect to any such adjustments shall be
conclusive.

                                    ARTICLE 3

                           Administration of the Plan

            Section 3.1. Board and Committees. The Plan shall be administered by
(i) the Board or (ii) a Committee, which committee , in the discretion of the
Board, may be constituted to comply with the requirements of Rule 16b-3
promulgated under the Exchange Act and/or Section 162(m) of the Code and shall
otherwise comply with Applicable Laws. Different Committees with respect to
different groups of Service Providers may administer the Plan.

            Section 3.2. Powers of the Administrator. Subject to the provisions
of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion: (a) to determine the Fair Market Value; (b) to
select the Service Providers to whom Awards may be granted hereunder; (c) to
determine the number of shares of Common Stock to be covered by each Award
granted hereunder; (d) to approve forms of agreement for use under the Plan; (e)
to determine the terms

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and conditions, not inconsistent with the terms of the Plan, of any Award
granted hereunder, such terms and conditions including, without limitation, the
exercise price, the time or times when Awards may be exercised (which may be
based on performance criteria), any vesting, acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Award
or the shares of Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine; (f) to
institute an Exchange Program; (g) to construe and interpret the terms of the
Plan and awards granted pursuant to the Plan; (h) to prescribe, amend and
rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws; (i) to modify or amend each Award (subject to Section
10.4 of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan; (j) to allow Participants to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Award that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld (the Fair Market Value
of the Shares to be withheld shall be determined as of the date that the amount
of tax to be withheld is to be determined and all elections by a Participant to
have Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable); (k) to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the Administrator; (l)
allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant under an Award, and
(m) to make all other determinations deemed necessary or advisable for
administering the Plan.

            Section 3.3. Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Participants and any other holders of Awards.

            Section 3.4. Delegation to Executive Officers. To the extent
permitted by Applicable Law, the Board may delegate to one or more executive
officers of the Company the power to grant Awards to Employees and to exercise
such other powers under the Plan as the Board may determine, provided that the
Administrator shall fix the terms of the Awards to be granted by such executive
officers (including the exercise price of such Awards, which may include a
formula by which the exercise price will be determined) and the maximum number
of shares subject to Awards that the executive officers may grant; provided,
however, that no executive officer shall be authorized to grant Awards to any
"executive officer" of the Company (as defined by Rule 3b-7 under the Exchange
Act or to any "officer" of the Company (as defined by Rule 16a-1 under the
Exchange Act).

                                    ARTICLE 4

                                  Stock Options

            Section 4.1. Limitations.

            (a) No Option shall have a term in excess of 10 years measured from
the date of grant; provided, however, that in the case of any Incentive Stock
Option granted to a 10%

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Stockholder, the term of such Incentive Stock Option shall not exceed five years
measured from the date of grant.

            (b) Subject to Section 4.6, the exercise price per share of an
Option shall not be less than 100% of the Fair Market Value per Share on the
date of grant; provided, however, that in the case of any Incentive Stock Option
granted to a 10% Stockholder, the exercise price per share of such Incentive
Stock Option shall not be less than 110% of the Fair Market Value per share of
Common Stock on the date of grant of the Option.

            (c) Each Option shall be designated in the Award Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary of the Company)
exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.
For purposes of this Section 4.1(b), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the
Shares shall be determined as of the date that the Option with respect to such
Shares is granted.

            (d) No Service Provider shall be granted, in any Fiscal Year,
Options to purchase more than 500,000 Shares. The limit described in this
Section 4.1(c) shall be construed and applied consistently with Section 162(m)
of the Code.

            (e) The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

            Section 4.2. Terms of Option. Subject to Section 4.1, the term,
exercise price, vesting schedule and other conditions and limitations applicable
to each Option shall be as determined by the Administrator and shall be stated
in the Award Agreement.

            Section 4.3. Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time
of grant. To the extent approved by the Administrator, the consideration for
exercise of an Option may be paid as follows:

            (a) by cash, check or other cash equivalent approved by the
Administrator;

            (b) subject to the last paragraph of this Section 4.3, by the
tendering of other Shares to the Company or the attestation to the ownership of
the Shares that otherwise would be tendered to the Company in exchange for the
Company's reducing the number of Shares necessary for payment in full of the
Option price for the Shares so purchased;

            (c) unless the Administrator expressly notifies the Participant
otherwise, and except to the extent that the Option is an Option to purchase
Restricted Stock, by the Participant's (i) irrevocable instructions to the
Company to deliver the Shares issuable upon exercise of the Option promptly to a
broker (acceptable to the Company) for the Participant's account, and (ii) an
irrevocable instructions letter to such broker to sell Shares sufficient to pay
the exercise price and upon such sale to deliver the exercise price to the
Company, provided that at the time of such exercise, such exercise would not
subject the Participant to liability under Section 16(b) of the Exchange Act or
would be exempt pursuant to Rule 16b-3 promulgated

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under the Exchange Act or any other exemption from such liability; the Company
shall deliver an acknowledgement to such broker upon receipt of instructions to
deliver the Shares and the Company shall deliver the Shares to such broker upon
the settlement date; such broker shall deliver to the Company cash sale proceeds
sufficient to cover the exercise price upon receipt of the Shares from the
Company; or

            (d) any combination of the forms of consideration set forth in
subsections (a), (b) and (c) above.

            Shares tendered or attested to in exchange for Shares issued under
the plan must be held by the Service Provider for at least six months prior to
their tender or their attestation to the Company and may not be shares of
Restricted Stock at the time they are tendered or attested to. The Administrator
shall determine acceptable methods for tendering or attesting to Shares to
exercise an Option under the Plan and may impose such limitations and
prohibitions on the use of Shares to exercise Options as it deems appropriate.
For purposes of determining the amount of the Option price satisfied by
tendering or attesting to Shares, such Shares shall be valued at their Fair
Market Value on the date of tender or attestation, as applicable. Except as
provided in this paragraph, the date of exercise shall be deemed to be the date
that the notice of exercise and payment of the Option price are received by the
Administrator. For exercise pursuant to subsection (d) of the Plan, the date of
exercise shall be deemed to be the date that the notice of exercise is received
by the Administrator.

            Section 4.4. Exercise of Option.

            (a) Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Award Agreement. An Option may not be exercised for a fraction of a
Share. An Option shall be deemed exercised when the Company receives: (i)
written or electronic notice of exercise (in accordance with the Award
Agreement) from the person entitled to exercise the Option and (ii) full payment
for the Shares with respect to which the Option is exercised. Shares issued upon
exercise of an Option shall be issued in the name of the Participant. The Shares
shall be deemed issued, and the Participant shall be deemed the record holder of
the Optioned Stock, on the date when the Option has been deemed exercised in
accordance with this Section 4.4(a). Until such date, no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Shares are issued. Notwithstanding anything in this Section 4.4(a)
to the contrary, in the event that the Company effects a split of the Common
Stock by means of a stock dividend and the exercise price of and number of
shares subject to an Option are adjusted as of the date of distribution of the
dividend (rather than as of the record date for such dividend), then a
Participant who exercises such Option between the record date and the
distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the Optioned Stock,
notwithstanding the fact that such Optioned Stock was not outstanding as of the
close of business on the record date for such stock dividend.

            (b) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to

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the extent that the Option is vested on the date of termination (but in no event
later than the expiration of the term of such Option as set forth in the Award
Agreement). In the absence of a specified time in the Award Agreement, the
Option shall remain exercisable for three months following the Participant's
termination.

            (c) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for 12 months following the
Participant's termination.

            (d) Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant's death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death (but in no event may the option be
exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant's designated beneficiary, provided such
beneficiary has been designated prior to Participant's death in a form
acceptable to the Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative of the Participant's estate or by the person(s) to whom the
Option is transferred pursuant to the Participant's will or in accordance with
the laws of descent and distribution. In the absence of a specified time in the
Award Agreement, the Option shall remain exercisable for 12 months following
Participant's death.

            Section 4.5. Repurchase Rights. The Administrator shall have the
discretion to grant Options which are exercisable for unvested Shares. If the
Participant ceases to be a Service Provider while holding such unvested Shares,
the Company shall have the right to repurchase any or all of those unvested
Shares at a price per share equal to the lower of (i) the exercise price paid
per Share, or (ii) the Fair Market Value per Share at the time of repurchase.
The terms upon which such repurchase right shall be exercisable by the
Administrator (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased Shares) shall be established by
the Administrator and set forth in the document evidencing such repurchase
right.

            Section 4.6. Substitute Awards. In connection with a merger or
consolidation of an entity with the Company or the acquisition by the Company of
property or stock of an entity, the Administrator may grant Awards in
substitution for any options or other stock or stock-based awards granted by
such entity or an affiliate thereof. Such substitute Awards may be granted on
such terms as the Administrator deems appropriate in the circumstances,
notwithstanding any limitations on Awards contained in the Plan.

                                    ARTICLE 5

                                Restricted Stock

            Section 5.1. Grant of Restricted Stock. Subject to the terms and
provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the
Administrator, in its sole discretion, shall determine.

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            Section 5.2. Restricted Stock Agreement. Each Award of Restricted
Stock shall be evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions
as the Administrator, in its sole discretion, shall determine. Unless the
Administrator determines otherwise, Shares of Restricted Stock shall be held by
the Company as escrow agent until the restrictions on such Shares have lapsed.

            Section 5.3. Transferability. Except as provided in this Article 5,
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.

            Section 5.4. Other Restrictions. The Administrator, in its sole
discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.

            Section 5.5. Removal of Restrictions. Except as otherwise provided
in this Article 5, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan shall be released from escrow as soon as practicable
after the last day of the Period of Restriction. The Administrator, in its
discretion, may accelerate the time at which any restrictions shall lapse or be
removed. Subject to Section 8.4, after the restrictions have lapsed, the Service
Provider shall be entitled to have any legend or legends relating to
restrictions provided pursuant to this Article 5 removed from his or her Share
certificate, and the Shares shall be freely transferable by the Service
Provider.

            Section 5.6. Voting Rights. During the Period of Restriction,
Service Providers holding Shares of Restricted Stock granted hereunder may
exercise full voting rights with respect to those Shares, unless otherwise
provided in the Award Agreement.

            Section 5.7. Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock shall be
entitled to receive all dividends and other distributions paid with respect to
such Shares unless otherwise provided in the Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.

            Section 5.8. Right of Repurchase of Restricted Stock. The Company
shall have the right to repurchase Shares of Restricted Stock at their original
issuance price or other stated or formula price (or to require forfeiture of
such shares if issued at no cost) from the Participant in the event that
conditions specified in the applicable Award with respect to such Shares are not
satisfied prior to the end of the applicable Period of Restriction.

            Section 5.9. Performance Criteria.

            (a) The Administrator may provide for the lapse or removal of
restrictions on Restricted Stock using one or more of the performance objectives
set forth on Schedule A. Any such performance objective shall be sufficiently
specific that a third party having knowledge of the relevant facts could
determine whether the objective is met. Any such performance objective shall be
measured over a period no greater than five consecutive years.

            (b) If the Administrator provides for the lapse or removal of
restrictions on Restricted Stock based on performance objectives, the
Administrator shall, at the time it establishes the performance objectives,
specify the period over which the performance objectives

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relate. The establishment of the actual performance objectives and, if an Award
of Restricted Stock is based on more than one performance objective, the
relative weighting of such criteria, shall be at the sole discretion of the
Administrator; provided, however, that in all cases the performance objectives
must be established by the Administrator in writing no later than 90 days after
the commencement of the period to which the performance objective(s) relates
(or, if sooner, no later than after 25% of the Period of Restriction has
elapsed) and when achievement of the performance objectives is substantially
uncertain. Once established by the Administrator, the performance objectives(s)
may not be changed to accelerate the lapse or removal of restrictions on
Restricted Stock that otherwise would be due upon the attainment of the
performance objective(s).

                                    ARTICLE 6

                            Other Stock-Based Awards

            Section 6.1. Other Stock-Based Awards. The Administrator shall have
the right to grant other Awards based upon the Common Stock having such terms
and conditions as the Administrator may determine, including without limitation
the grant of Shares based upon certain conditions, the grant of securities
convertible into Shares, the grant of performance units or performance shares
and the grant of stock appreciation rights.

                                    ARTICLE 7

                   Formula Option Grants to Outside Directors

            Section 7.1. Grants. Options may be granted to Outside Directors in
accordance with the policies established from time to time by the Board
specifying the number of Shares (if any) to be subject to each such Award and
the time(s) at which such Awards shall be granted. The initial policy with
respect to Options granted to Outside Directors under this Section, effective as
of the Effective Date of this Plan and continuing until modified or revoked by
the Board from time to time, shall be as set forth in the balance of this
Article 7.

            Section 7.2. Type of Options. All Options granted pursuant to this
Article 7 shall be Nonstatutory Stock Options and, except as otherwise provided
herein, shall be subject to the other terms and conditions of the Plan.

            Section 7.3. Special One-Time Award. Each person who is an Outside
Director as of the Effective Date shall be automatically granted an Option to
purchase 20,000 Shares on the date of the Effective Date.

            Section 7.4. First Option. Each person who first becomes an Outside
Director following the Effective Date shall be automatically granted an Option
to purchase 20,000 Shares on the date on which such person first becomes an
Outside Director (the "Initial Service Date"), whether through election by the
stockholders of the Company or appointment by the Board to fill a vacancy or
newly-created directorship.

            Section 7.5. Subsequent Options. Each Outside Director shall, on the
date of each annual meeting of stockholders that is at least six months
following such Outside Director's Initial Service Date, be automatically granted
an Option to purchase 10,000 Shares.

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            Section 7.6. Terms. The terms of each Option granted pursuant to
this Article 7 shall be as follows:

                  (a) The term of the Option shall be 10 years;

                  (b) The exercise price per Share shall be 100% of the Fair
      Market Value per Share on the date of grant of the Option; and

                  (c) Each Option granted under Sections 7.3 and 7.4 shall vest
      over three years, with the first 33% vesting on the first anniversary of
      the grant date and the remainder vesting every three months thereafter.

                  (d) Each Option granted under Section 7.5 shall vest in one
      installment on the first anniversary of the date of grant.

                                    ARTICLE 8

                           Additional Terms of Awards

            Section 8.1. Transferability of Awards. Unless determined otherwise
by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award shall contain such additional terms and conditions as
the Administrator deems appropriate. Notwithstanding the foregoing, subject to
the approval of the Administrator in its sole discretion, Awards other than
Incentive Stock Options may be transferable to members of the immediate family
of the Participant and to one or more trusts for the benefit of such family
members, partnerships in which such family members are the only partners, or
corporations in which such family members are the only stockholders. "Members of
the immediate family" means the Participant's spouse, children, stepchildren,
grandchildren, parents, grandparents, siblings (including half brothers and
sisters), and individuals who are family members by adoption.

            Section 8.2. No Effect on Employment or Service. Neither the Plan
nor any Award shall confer upon a Participant any right with respect to
continuing the Participant's relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Participant's right or the
Company's right to terminate such relationship at any time, with or without
cause, to the extent permitted by Applicable Laws.

            Section 8.3. Date of Grant. The date of grant of an Award shall be,
for all purposes, the date on which the Administrator grants such Award, or such
later date as is specified by the Administrator as the date of grant. Notice of
any grant shall be provided to each Participant within a reasonable time after
the date of such grant.

            Section 8.4. Conditions Upon Issuance of Shares. The Company will
not be obligated to deliver any Shares pursuant to the Plan or to remove
restrictions from Shares previously delivered under the Plan until (a) all
conditions of the Award have been met or removed to the satisfaction of the
Administrator, (b) subject to approval of the Company's counsel, all other legal
matters in connection with the issuance and delivery of such shares have been
satisfied, including any Applicable Laws and (c) the Participant has executed
and delivered

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to the Company such representations or agreements as the Administrator may
consider appropriate to satisfy the requirements of Applicable Laws.

            Section 8.5. Inability to Obtain Authority. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

            Section 8.6. Withholding.

            (a) Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or exercise thereof), the Company shall have the
power and the right to deduct or withhold, or require a Participant to remit to
the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

            (b) Withholding Arrangements. The Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or
in part by (a) electing to have the Company withhold otherwise deliverable
Shares or (b) delivering to the Company already-owned Shares having a Fair
Market Value equal to the amount required to be withheld. The amount of the
withholding requirement shall be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to
exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be determined. The
Fair Market Value of the Shares to be withheld or delivered shall be determined
as of the date that the taxes are required to be withheld.

                                    ARTICLE 9

                   Dissolution or Liquidation or Other Events

            Section 9.1. Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
provide written notice to each Participant at least 20 days prior to the
effective date of such proposed transaction. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the
consummation of such proposed action. The Administrator may specify the effect
of a liquidation or dissolution on any Award of Restricted Stock or other Award
at the time of grant of such Award.

            Section 9.2. Reorganization.

            (a) Upon the occurrence of a Reorganization Event, subject to
subsection (b) below, each outstanding Option shall be assumed or an equivalent
option substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.

            (b) In the event that the successor corporation does not assume the
Option or an equivalent Option is not substituted, then the Administrator shall,
upon written or electronic notice to each Participant, provide that one of the
following will occur: (i) all Options will become exercisable in full as of a
specified time prior to the Reorganization Event and will

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terminate immediately prior to the consummation of such Reorganization Event,
except to the extent exercised by the Participants prior to the consummation of
the Reorganization Event; or (ii) all outstanding Options will terminate upon
consummation of such Reorganization Event and each Participant will receive, in
exchange therefor, a cash payment equal to the amount (if any) by which (x) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (which may, in the Administrator's discretion, be
limited to Options then exercisable or include Options then not exercisable),
exceeds (y) the aggregate exercise price of such Options.

            (c) For the purposes of this Section 9.2, the Option shall be
considered assumed if, following consummation of the Reorganization Event, the
option confers the right to purchase or receive, for each Share of Optioned
Stock subject to the Option immediately prior to the Reorganization Event, the
consideration (whether stock, cash, or other securities or property) received in
the Reorganization Event by holders of Common Stock for each Share held
immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares). If such consideration
received in the Reorganization Event is not solely common stock of the successor
corporation or a Parent or Subsidiary thereof, then the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option for each Share of Optioned Stock
subject to the Option to be solely common stock of the successor corporation or
a Parent or Subsidiary thereof equal in fair market value to the per share
consideration received by holders of Common Stock in the Reorganization Event,
and in such case such Options shall be considered assumed for the purposes of
this Section 9.2.

                                   ARTICLE 10

                     Term, Amendment and Termination of Plan

            Section 10.1. Term of Plan. The Plan shall become effective on the
Effective Date.

            Section 10.2. Termination of the Plan. The Plan shall terminate upon
the earliest to occur of (i) February 26, 2014, (ii) the date on which all
Shares available for issuance under the Plan have been issued as fully vested
Shares, and (iii) the termination of all outstanding Options in connection with
a Reorganization Event.

            Section 10.3. Amendment of the Plan. The Board may at any time
amend, alter, suspend or terminate the Plan. The Company shall obtain
stockholder approval of any Plan amendment to the extent necessary to comply
with Applicable Laws.

            Section 10.4. Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

                                       11
<PAGE>
                                   ARTICLE 11

                                  Miscellaneous

            Section 11.1. Authorization of Sub-Plans. The Board may from time to
time establish one or more sub-plans under the Plan for purposes of satisfying
applicable blue sky, securities or tax laws of various jurisdictions. The Board
shall establish such sub-plans by adopting supplements to this Plan containing
(i) such limitations on the Board's discretion under the Plan as the Board deems
necessary or desirable and (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Board shall deem necessary or
desirable. All supplements adopted by the Board shall be deemed to be part of
the Plan, but each supplement shall apply only to Participants within the
affected jurisdiction and the Company shall not be required to provide copies of
any supplement to Participants in any jurisdiction which is not the subject of
such supplement.

            Section 11.2. Governing Law. The provisions of the Plan and all
Awards made hereunder shall be governed by and interpreted in accordance with
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.

                                       12
<PAGE>
                                                                    Exhibit 10.2

                                    Appendix

As used in the Plan, the following terms shall have the following meanings:

            (a) "Acquisition Price" means, in a Reorganization Event in which
the consideration received by holders of Common Stock consists solely of cash,
the amount of cash to which a holder of one share of Common Stock is entitled
pursuant to such Reorganization Event.

            (b) "Administrator" means the Board or any of its Committees as
shall be administering the Plan, in accordance with Article 3 of the Plan.

            (c) "Applicable Laws" means the requirements relating to the
administration of stock incentive plans under applicable state corporation laws,
United States federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or will
be, granted under the Plan.

            (d) "Award" means, individually or collectively, a grant under the
Plan of Options, Restricted Stock or other stock-based awards.

            (e) "Award Agreement" means the written agreement setting forth the
terms and provisions applicable to each Award granted under the Plan. The Award
Agreement is subject to the terms and conditions of the Plan.

            (f) "Board" means the board of directors of the Company.

            (g) "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein shall be a reference to any
regulations promulgated under such section, and shall further reference any
successor or amended section of such section of the Code that is so referred to
and any regulations thereunder.

            (h) "Committee" means a committee of the Board appointed by the
Board in accordance with Article 3 of the Plan.

            (i) "Common Stock" means the Company's common stock.

            (j) "Company" means Memory Pharmaceuticals Corp., a Delaware
corporation, or any successor thereto.

            (k) "Consultant" means any natural person, including an advisor,
engaged by the Company or a Parent or Subsidiary of the Company to render
services to such entity.

            (l) "Director" means a member of the Board.

            (m) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

            (n) "Effective Date" means the date on which the Underwriting
Agreement between the Company and the managing underwriters of the Company's
initial public offering of its Common Stock is executed and delivered.

            (o) "Employee" means any person who is an employee, as defined in
Section 3401(c) of the Code, of the Company or any Parent or Subsidiary of the
Company or any other entity the employees of which are permitted to receive
Incentive Stock Options under the Code.
<PAGE>
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

            (p) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            (q) "Exchange Program" means a program under which, with the consent
of the affected Participants, (i) outstanding Awards are surrendered or
cancelled in exchange for Awards of the same type (which may have lower exercise
prices and different terms), Awards of a different type, and/or cash, and/or
(ii) the exercise price of an outstanding Award is reduced or increased. The
terms and conditions of any Exchange Program shall be determined by the
Administrator in its sole discretion.

            (r) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

            (i) If the Common Stock is listed on any established stock exchange
      or a national market system, including without limitation the Nasdaq
      National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
      its Fair Market Value shall be the closing sales price for such stock (or
      the closing bid, if no sales were reported) as quoted on such exchange or
      system on the day of determination, as reported in The Wall Street Journal
      or such other source as the Administrator deems reliable;

            (ii) If the Common Stock is regularly quoted by a recognized
      securities dealer but selling prices are not reported, the Fair Market
      Value of a Share of Common Stock shall be the mean between the high bid
      and low asked prices for the Common Stock on the day of determination, as
      reported in The Wall Street Journal or such other source as the
      Administrator deems reliable;

            (iii) If an Option is exercised in a broker-assisted cashless
      exercise pursuant to Section 4.3(c) of the Plan, the Fair market Value of
      the Common Stock for which the Option is exercised shall be the actual
      sale price (before tax or expenses) realized in the sale of Shares by the
      broker; or

            (iv) In the absence of an established market for the Common Stock,
      the Fair Market Value shall be determined in good faith by the
      Administrator.

            (s) "Fiscal Year" means the fiscal year of the Company.

            (t) "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

            (u) "Inside Director" means a Director who is an Employee.

            (v) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

            (w) "Option" means a stock option granted pursuant to the Plan.

            (x) "Optioned Stock" means the Common Stock subject to an Award.

            (y) "Outside Director" means a Director who is not an Employee.

            (z) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

                                       2
<PAGE>
            (aa) "Participant" means the holder of an outstanding Award granted
under the Plan.

            (bb) "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and
therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator, in its discretion.

            (cc) "Reorganization Event" means:

            (i) any merger or consolidation of the Company with or into another
      entity as a result of which all of the Common Stock is converted into or
      exchanged for the right to receive cash, securities or other property; or

            (ii) any exchange of all of the Common Stock for cash, securities or
      other property pursuant to a share exchange transaction.

            (dd) "Restricted Stock" means shares of Common Stock issued pursuant
to Article 5 of the Plan.

            (ee) "Service Provider" means an Employee, Director or Consultant.

            (ff) "Shares" means shares of Common Stock.

            (gg) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

            (hh) "10% Stockholder" means the owner of stock (as determined under
Code Section 424(d) possessing more than 10% of the total combined voting power
of all classes of stock of the Company (or any Parent or Subsidiary).

                                       3
<PAGE>
                                                                      Schedule A

I.  General Financial Criteria

      A. General Financial Criteria: (i) increase in net sales; (ii) pretax
income before allocation of corporate overhead and/or bonus; (iii) budget; (iv)
earnings per share; (v) net income; (vi) attainment of division, group or
corporate financial goals; (vii) return on stockholders' equity; (viii) return
on assets; (ix) attainment of strategic and operational initiatives; (x)
appreciation in or maintenance of the price of the common stock or any other
publicly-traded securities of the Company; (xi) increase in market share; (xii)
gross profits; (xiii) earnings before interest and taxes; (xiv) earnings before
interest, taxes, depreciation and amortization; (xv) economic value-added
models; (xvi) comparisons with various stock market indices; (xvii) comparisons
with performance metrics of peer companies; (xviii) reductions in costs; or
(xix) net cash flow.

II.  Operational Criteria

      A. Research Activities: (i) identification of new drug targets or
indications; (ii) identification of lead optimized compounds or designation of
compounds as clinical candidates; (iii) expansion of chemical compound
libraries; (iv) publication of scientific papers; (v) development of animal
model assay systems or other development tools; (vi) productivity levels with
respect to the foregoing; (vii) implementation of IT systems related to R&D
activities.

      B. Clinical Development Activities: (i) commencement, completion or
publication of results of Phase I, II or III trials (or any sub-phase thereof)
in the U.S. or foreign country; (ii) filing of an Investigational New Drug
application with the Food and Drug Administration ("FDA"); (iii) filing of New
Drug Application with FDA; (iv) FDA approval; (v) regulatory approval of drug in
foreign country.

      C. Collaborations: (i) execution of term sheet for collaboration; (ii)
execution of definitive documentation or obtaining all approvals necessary for
collaboration; (iii) achievement of milestones under collaboration; (iv)
extension, expansion or positive modifications of collaboration.

      D. Commercial Activities: (i) commercial launch of a drug in U.S. or any
foreign country; (ii) achievement of specified level of sales in U.S. or foreign
country.

      E. Other: (i) execution of agreements for the in-licensing or
out-licensing of compounds, intellectual property or other assets; (ii) issuance
of patents in U.S. and foreign countries; (iii) completion of a financing
transaction; (iv) acquisition or disposition of compounds, intellectual
property, products or other assets or businesses; (v) key hires.