EX-10.1






Memory Pharmaceuticals Corp.




Amended and Restated 2004 Employee Stock Purchase Plan




I. PURPOSE OF THE PLAN



This Employee Stock Purchase Plan is intended to promote the interests of Memory
Pharmaceuticals Corp. by providing eligible employees with the opportunity to acquire shares of
Common Stock, commencing on the IPO Closing Date. The Plan is intended to qualify as an “employee
stock purchase plan” under Section 423 of the Code, and shall be interpreted consistent therewith.



Capitalized terms herein shall have the meanings assigned to such terms in the attached
Appendix.



II. ADMINISTRATION OF THE PLAN



The Plan Administrator shall have full authority to interpret and construe any provision of
the Plan and to adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with the requirements of Section 423 of the Code. Decisions of the
Plan Administrator shall be final and binding on all parties having an interest in the Plan.



III. STOCK SUBJECT TO PLAN



A. The stock purchasable under the Plan shall be shares of authorized but unissued Common
Stock, from Common Stock held in treasury or from any other proper source. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not exceed 350,000
shares.



B. Should any change be made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities issuable under the
Plan, (ii) the maximum number and class of securities purchasable per Participant on any one
Purchase Date, and (iii) the number and class of securities and the price per share in effect under
each outstanding purchase right in order to prevent the dilution or enlargement of benefits to any
Participant thereunder.



IV. OFFERING PERIODS



A. Shares of Common Stock shall be offered for purchase under the Plan through a series of
successive offering periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased, or (ii) the Plan shall have been
sooner terminated.



B. The first offering period shall begin on the IPO Closing Date, and shall terminate on
January 31, 2006; provided, however, that if the IPO Closing Date occurs on or
after May 1, 2004, then the first offering period shall terminate on July 31, 2006. Each
subsequent offering period shall be for such duration (not to exceed 27 months) as determined by
the Plan Administrator prior to the start date of such offering period.



C. Each offering period shall consist of a series of one or more successive Purchase
Intervals. The first Purchase Interval shall run from the IPO Closing Date to July 30, 2004. The
Plan Administrator may designate the duration of each subsequent Purchase Interval. In the absence
of a specific designation by the Plan Administrator, in each offering period following the first
offering period, the first Purchase Interval in such offering period shall run from the first
business day in the offering period to the last business day in the sixth month of the offering
period, and successive Purchase Intervals shall run for each succeeding six-month period (or such
shorter period as may be remaining in the applicable offering period) until the end of the offering
period.



D. Should the Fair Market Value per share of Common Stock on any Purchase Date within an
offering period be less than the Fair Market Value per share of Common Stock on the start date of
that offering period, then that offering period shall automatically terminate immediately after the
purchase of shares of Common Stock on such Purchase Date, and a new offering period shall commence
on the next business day following such Purchase Date. The new offering period shall have a
duration of 24 months, unless a different duration (not to exceed 27 months) is established by the
Plan Administrator within five business days following the start date of that offering period.



V. ELIGIBILITY



A. Each individual who is an Eligible Employee on the start date of any offering period under
the Plan may enter that offering period on such start date or on any subsequent Semi-Annual Entry
Date within that offering period, provided he or she remains an Eligible Employee.



B. Each individual who first becomes an Eligible Employee after the start date of an offering
period may enter that offering period on any subsequent Semi-Annual Entry Date within that offering
period on which he or she is an Eligible Employee.



C. The date an individual enters an offering period shall be designated his or her Entry Date
for purposes of that offering period.



D. To participate in the Plan for a particular offering period, the Eligible Employee must
complete the enrollment forms prescribed by the Plan Administrator (including a stock purchase
agreement and a payroll deduction authorization) and file such forms with the Plan Administrator
(or its designee) on or before his or her scheduled Entry Date.



VI. PAYROLL DEDUCTIONS



A. The Plan Administrator shall, prior to the start of each offering period, determine the
maximum percentage of Cash Earnings which each Participant may contribute to the Plan through
payroll deductions during that offering period. Each Participant may then authorize a level of
payroll deduction to be in effect for such offering period in any multiple of one percent of the
Cash Earnings paid to him or her during each Purchase Interval within that offering period, up to
the maximum percentage established by the Plan Administrator for such offering period. The
deduction rate authorized by the Participant shall continue in effect throughout the offering
period, except to the extent such rate is changed in accordance with the following guidelines:



(i) The Participant may, at any time during the offering period, reduce his or
her rate of payroll deduction to become effective as soon as possible after filing
the appropriate form with the Plan Administrator. The Participant may not, however,
effect more than one such reduction per Purchase Interval.



(ii) The Participant may, prior to the commencement of any new Purchase
Interval within the offering period, increase the rate of his or her payroll
deduction by filing the appropriate form with the Plan Administrator. The new rate
(which may not exceed the maximum percentage authorized by the Plan Administrator
for that offering period) shall become effective on the start date of the first
Purchase Interval following the filing of such form.



B. Payroll deductions shall begin on the first pay day following the Participant’s Entry Date
into the offering period and shall (unless sooner terminated by the Participant) continue through
the pay day ending with or immediately prior to the last day of that offering period;
provided, however, that for the initial offering period, payroll deductions shall
not begin for any Participant until the first payday that is at least three business days after the
start date of such offering period. The amounts so collected shall be credited to the
Participant’s book account under the Plan, but no interest shall be paid on the balance from time
to time outstanding in such account. The amounts collected from the Participant shall not be held
in any segregated account or trust fund and may be commingled with the general assets of the
Corporation and used for general corporate purposes.



C. Payroll deductions shall automatically cease upon the termination of the Participant’s
purchase right in accordance with the provisions of the Plan.



D. The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall
neither limit nor require the Participant’s acquisition of Common Stock on any subsequent Purchase
Date, whether within the same or a different offering period.



VII. PURCHASE RIGHTS



A. Grant of Purchase Right. A Participant shall be granted a separate purchase right
for each offering period in which he or she participates. The purchase right shall be granted on
the Participant’s Entry Date into the offering period and shall provide the Participant with the
right to purchase shares of Common Stock, in a series of successive installments over the remainder
of such offering period, upon the terms set forth below. The Participant shall execute a stock
purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.



Under no circumstances shall purchase rights be granted under the Plan to any Eligible
Employee if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)), or hold outstanding options or other rights to purchase, stock possessing five
percent or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.



B. Exercise of the Purchase Right. Each purchase right shall be automatically
exercised in installments on each successive Purchase Date within the offering period, and shares
of Common Stock shall accordingly be purchased on behalf of each Participant (other than
Participants whose payroll deductions have previously been refunded pursuant to the Termination of
Purchase Right provisions below) on each such Purchase Date. The purchase shall be effected by
applying the Participant’s payroll deductions for the Purchase Interval ending on such Purchase
Date to the purchase of whole shares of Common Stock at the purchase price in effect for the
Participant for that Purchase Date.



C. Purchase Price. The purchase price per share at which Common Stock will be
purchased on the Participant’s behalf on each Purchase Date within the offering period shall be
equal to 85% of the lower of (i) the Fair Market Value per share of Common Stock on the
Participant’s Entry Date into that offering period (which, in the case of the first offering period
under the Plan shall be the initial public offering price provided for in the underwriting
agreement entered into by the Corporation in connection with its initial public offering) or (ii)
the Fair Market Value per share of Common Stock on that Purchase Date.



D. Number of Purchasable Shares. The number of shares of Common Stock purchasable by
a Participant on each Purchase Date during the offering period shall be the number of whole shares
obtained by dividing the amount collected from the Participant through payroll deductions during
the Purchase Interval ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. However, the maximum number of shares of Common Stock
purchasable per Participant on any one Purchase Date shall not exceed the lesser of number of
shares determined by multiplying (i) $2,083 by the number of full months in the Purchase Interval
ending with that Purchase Date divided by the Fair Market Value per share of Common Stock on that
Purchase Date, and (ii) 415 shares of Common Stock by the number of full months in the Purchase
Interval ending with that Purchase Date.



E. Excess Payroll Deductions. Any payroll deductions not applied to the purchase of
shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole
share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date.
However, any payroll deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the Purchase Date
shall be promptly refunded.



F. Special Provisions for First Purchase Interval. The following provisions shall
apply with respect to the first Purchase Interval notwithstanding any provision of the Plan to the
contrary:




(i) Every Eligible Employee shall automatically become a            Participant for the
first Purchase Interval at the highest percentage of Compensation permitted under Section
VI. No payroll deductions shall be required for the first Purchase Interval;
provided, however, that a Participant may, at any time after the
effectiveness of the Plan’s Registration Statement on Form S-8, elect to have payroll
deductions up to the aggregate amount which would have been credited to his or her account
if a deduction of 10% of the Cash Earnings which he or she received on each pay day during
the first Purchase Interval had been made (the “Maximum Amount”) or decline to participate
by filing an appropriate subscription agreement.




(ii) Upon the automatic exercise of a Participant’s purchase right on the Purchase Date
for the first Purchase Interval, a Participant shall be permitted to purchase Common Stock
with (a) the accumulated payroll deductions in his or her account, if any, (b) a direct
payment from the Participant or (c) a combination thereof; provided,
however, that the total amount applied to the purchase may not exceed the Maximum
Amount.



G. Termination of Purchase Right. The following provisions shall govern the
termination of outstanding purchase rights:



(ii) A Participant may, at any time prior to the next scheduled Purchase Date
in the offering period, terminate his or her outstanding purchase right by filing
the appropriate form with the Plan Administrator (or its designee), and no further
payroll deductions shall be collected from the Participant with respect to the
terminated purchase right. Any payroll deductions collected during the Purchase
Interval in which such termination occurs shall, at the Participant’s election, be
immediately refunded or held for the purchase of shares on the next Purchase Date.
If no such election is made at the time such purchase right is terminated, then the
payroll deductions collected with respect to the terminated right shall be refunded
as soon as possible.



(iii) The termination of such purchase right shall be irrevocable, and the
Participant may not subsequently rejoin the offering period for which the terminated
purchase right was granted. In order to resume participation in any subsequent
offering period, such individual must re-enroll in the Plan (by making a timely
filing of the prescribed enrollment forms) on or before his or her scheduled Entry
Date into that offering period.



(iv) Should the Participant cease to remain an Eligible Employee for any reason
(including death, disability or change in status) while his or her purchase right
remains outstanding, then that purchase right shall immediately terminate, and all
of the Participant’s payroll deductions for the Purchase Interval in which the
purchase right so terminates shall be immediately refunded. However, should the
Participant cease to remain in active service by reason of an approved unpaid leave
of absence, then the Participant shall have the right, exercisable up until the last
business day of the Purchase Interval in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf for that Purchase
Interval, or (b) have such funds held for the purchase of shares on his or her
behalf on the next scheduled Purchase Date. In no event, however, shall any further
payroll deductions be collected on the Participant’s behalf during such leave. Upon
the Participant’s return to active service, his or her payroll deductions under the
Plan shall automatically resume at the rate in effect at the time the leave began,
unless the Participant withdraws from the Plan prior to his or her return.



H. Corporate Transaction. In the event of any Corporate Transaction, each outstanding
purchase right shall be assumed or an equivalent purchase right substituted by the successor entity
or a parent or subsidiary of the successor entity. In the event that the successor entity refuses
to assume or substitute for each outstanding purchase right, any Purchase Interval then in progress
shall be shortened by setting a new Purchase Date and any offering period then in progress shall
end on such new Purchase Date. Such new Purchase Date shall be before the date of the Corporate
Transaction. The Administrator shall notify each Participant in writing, at least 10 business days
prior to such new Purchase Date, that the Purchase Date has been so changed and that the
Participant’s purchase right shall be exercised automatically on such new Purchase Date.



I. Proration of Purchase Rights. Should the total number of shares of Common Stock to
be purchased pursuant to outstanding purchase rights on any particular date exceed the number of
shares then authorized by the Board for issuance under the Plan, the Plan Administrator shall make
a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate purchase price
payable for the Common Stock pro-rated to such individual, shall be refunded.



J. Assignability. The purchase right shall be exercisable only by the Participant and
shall not be assignable or transferable by the Participant.



K. Stockholder Rights. A Participant shall have no stockholder rights with respect to
the shares subject to his or her outstanding purchase right until the shares are purchased on the
Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.



VIII. ACCRUAL LIMITATIONS



A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any
purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with
(i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan
and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such
Participant to purchase more than $25,000 worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the date or dates such
rights are granted) for each calendar year such rights are at any time outstanding.



B. For purposes of applying such accrual limitations to the purchase rights granted under the
Plan, the following provisions shall be in effect:



(i) The right to acquire Common Stock under each outstanding purchase right
shall accrue in a series of installments on each successive Purchase Date during the
offering period on which such right remains outstanding.



(ii) No right to acquire Common Stock under any outstanding purchase right
shall accrue to the extent the Participant has already accrued in the same calendar
year the right to acquire Common Stock under one or more other purchase rights at a
rate equal to $25,000 worth of Common Stock (determined on the basis of the Fair
Market Value per share on the date or dates of grant) for each calendar year such
rights were at any time outstanding.



C. If by reason of such accrual limitations, any purchase right of a Participant does not
accrue for a particular Purchase Interval, then the payroll deductions which the Participant made
during that Purchase Interval with respect to such purchase right shall be promptly refunded.



D. In the event there is any conflict between the provisions of this Article and one or more
provisions of the Plan or any instrument issued thereunder, the provisions of this Article shall be
controlling.



IX. EFFECTIVE DATE AND TERM OF THE PLAN



A. The Plan was adopted by the Board on February 26, 2004 and by the stockholders of the
Corporation on February 27, 2004, and shall become effective as of the IPO Closing Date, provided
no purchase rights granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until the Corporation shall have complied with all applicable requirements of
the 1933 Act (including the registration of the shares of Common Stock issuable under the Plan on a
Form S-8 registration statement filed with the Securities and Exchange Commission), all applicable
listing requirements of The Nasdaq National Market, and all other applicable requirements
established by law or regulation. In the event such compliance is not effected within twelve
months after the date on which the Plan is adopted by the Board, the Plan shall terminate and have
no further force or effect, and all sums collected from Participants during the initial offering
period hereunder shall be refunded.



B. The Plan may be terminated at any time by the Board. Unless earlier terminated by the
Board, the Plan shall terminate upon the earliest of (i) the date on which all shares authorized by
the Board for issuance under the Plan shall have been sold pursuant to purchase rights exercised
under the Plan or (ii) the date on which all purchase rights are exercised in connection with a
Corporate Transaction. No further purchase rights shall be granted or exercised, and no further
payroll deductions shall be collected, under the Plan following such termination.



X. AMENDMENT OF THE PLAN



The Board may alter, amend, suspend, or discontinue the Plan at any time, to become effective
as of the date specified by the Board. If the Board amends the Plan to increase the number of
shares of Common Stock that may be issued under the Plan, no shares of Common Stock shall be issued
under the increased share limit until the amendment shall have been approved by the stockholders of
the Corporation. In the event such stockholder approval is not obtained within twelve months after
the date on which the amendment increasing the share limit is adopted by the Board, the amendment
shall terminate and have no further force or effect, and all sums collected from Participants to
purchase the additional shares shall be refunded. The Board or the Plan Administrator (or its
designee) may authorize additional Corporate Affiliates to become Participating Corporations, or
may revoke Corporate Affiliates’ status as Participating Corporations, from time to time without
stockholder approval.



XI. GENERAL PROVISIONS



A. All costs and expenses incurred in the administration of the Plan shall be paid by the
Corporation.



B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ
of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate
employing such person) or of the Participant, which rights are hereby expressly reserved by each,
to terminate such person’s employment at any time for any reason, with or without cause.



C. The provisions of the Plan shall be governed by the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws
thereof.



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APPENDIX




The following definitions shall be in effect under the Plan:



A. 1933 Act shall mean the Securities Act of 1933, as amended.



B. Board shall mean the Corporation’s Board of Directors.



C. Cash Earnings shall mean the (i) gross base salary payable to a Participant by one
or more Participating Corporations during such individual’s period of participation in one or more
offering periods under the Plan before deduction of any income or employment taxes, plus (ii) any
pre-tax contributions made by the Participant to any Code Section 401(k) salary deferral plan or
any Code Section 125 cafeteria benefit program now or hereafter established by the Corporation or
any Corporate Affiliate, plus (iii) all gross overtime payments, bonuses, commissions, current
profit-sharing distributions and other incentive-type payments before deduction of any income or
employment taxes. However, Cash Earnings shall not include any contributions (other than Code
Section 401(k) or Code Section 125 contributions) made on the Participant’s behalf by the
Corporation or any Corporate Affiliate under any employee benefit or welfare plan now or hereafter
established.



D. Code shall mean the Internal Revenue Code of 1986, as amended.



E. Common Stock shall mean the Corporation’s common stock.



F. Corporate Affiliate shall mean any parent or subsidiary corporation of the
Corporation (as determined in accordance with Code Section 424), whether now existing or
subsequently established.



G. Corporate Transaction shall mean any merger or consolidation of the Corporation
with any other entity, or any sale by the Corporation of all or substantially all of its assets.



H. Corporation shall mean Memory Pharmaceuticals Corp., a Delaware corporation, and
any corporate successor to all or substantially all of the assets or voting stock of Memory
Pharmaceuticals Corp. which shall by appropriate action adopt the Plan.



I. Eligible Employee shall mean any person who is employed by a Participating
Corporation on a basis under which he or she is regularly expected to render more than 20 hours of
service per week for more than five months per calendar year for earnings considered wages under
Code Section 3401(a).



J. Entry Date shall mean the date an Eligible Employee first commences participation
in the offering period in effect under the Plan.



K. Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:



(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 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; or



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



L. IPO Closing Date shall mean the closing date of the Corporation’s initial public
offering.



M. Participant shall mean any Eligible Employee of a Participating Corporation who is
actively participating in the Plan.



N. Participating Corporations shall mean the Corporation and such Corporate Affiliate
or Affiliates as may be authorized from time to time by the Board or the Plan Administrator (or its
designee) to extend the benefits of the Plan to their Eligible Employees.



O. Plan shall mean the Corporation’s 2004 Employee Stock Purchase Plan.



P. Plan Administrator shall mean the Board or any committee appointed by the Board to
administer the Plan.



Q. Purchase Date shall mean the last business day of each Purchase Interval.



R. Purchase Interval shall mean each successive six-month period (or other period
designated by the Plan Administrator) within the offering period at the end of which there shall be
purchased shares of Common Stock on behalf of each Participant.



S. Semi-Annual Entry Date shall mean the first business day in each Purchase Interval.




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