Exhibit 10.15


REDPOINT BIO CORPORATION


2007
OMNIBUS EQUITY COMPENSATION PLAN


 
















REDPOINT BIO CORPORATION


2007 OMNIBUS EQUITY COMPENSATION PLAN


Effective as of
the Effective Date (as set forth in Section 18(e)), the RedPoint Bio
Corporation 2007 Omnibus Equity Compensation Plan (the “Plan”) is hereby
established as a successor to the Linguagen Corp. 2003 Stock Incentive Plan
(the “2003 Stock Plan”).  The 2003 Stock
Plan is hereby merged with and into this Plan effective as of the Effective
Date, and no additional grants shall be made thereafter under the 2003 Stock
Plan.  Outstanding grants under the 2003
Stock Plan shall continue in effect according to their terms as in effect
before the Plan merger (subject to such amendments as the Committee (as defined
below) determines, consistent with the 2003 Stock Plan, as applicable), and the
shares with respect to outstanding grants under the 2003 Stock Plan shall be
issued or transferred under this Plan.


The purpose of the
Plan is to provide (i) employees of Redpoint Bio Corporation, f/k/a Linguagen
Corp., (the “Company”) and its subsidiaries, (ii) certain consultants and
advisors who perform services for the Company or its subsidiaries and (iii)
non-employee members of the Board of Directors of the Company with the
opportunity to receive grants of incentive stock options, nonqualified stock options,
stock appreciation rights, stock awards, stock units and other stock-based
awards.  The Company believes that the
Plan will encourage the participants to contribute materially to the growth of
the Company, thereby benefiting the Company’s stockholders, and will align the
economic interests of the participants with those of the stockholders.


Section
1.              Definitions


The following terms shall
have the meanings set forth below for purposes of the Plan:


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


(b)           “Cause” shall mean, except to the
extent specified otherwise by the Committee, a finding by the Committee that
the Grantee (i) has breached his or her employment or service contract with the
Employer, (ii) has engaged in disloyalty to the Employer, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty, (iii) has disclosed trade secrets or confidential information of
the Employer to persons not entitled to receive such information, (iv) has
breached any written non-competition, non-solicitation, confidentiality or
invention assignment agreement between the Grantee and the Employer or (v) has
engaged in such other behavior detrimental to the interests of the Employer as
the Committee determines.


(c)           “Change of Control” shall be deemed
to have occurred if:


(i)            Any “person” (as such term is used
in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the













voting power of the then outstanding securities of the
Company; provided that a Change of Control shall not be deemed to occur as a
result of a transaction in which the Company becomes a subsidiary of another
corporation and in which the stockholders of the Company, immediately prior to
the transaction, will beneficially own, immediately after the transaction,
shares entitling such stockholders to more than 50% of all votes to which all
stockholders of the parent corporation would be entitled in the election of
directors.


(ii)           The consummation of (A) a merger or
consolidation of the Company with another corporation where the stockholders of
the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to more than 50% of all votes to which all
stockholders of the surviving corporation would be entitled in the election of
directors, or where the members of the Board, immediately prior to the merger
or consolidation, would not, immediately after the merger or consolidation,
constitute a majority of the board of directors of the surviving corporation,
(B) a sale or other disposition of all or substantially all of the assets of
the Company, or (C) a liquidation or dissolution of the Company.


(d)           “Code” shall mean the Internal
Revenue Code of 1986, as amended.


(e)           “Committee” shall mean the committee,
consisting of members of the Board, designated by the Board to administer the
Plan.


(f)            “Company” shall mean Redpoint Bio
Corporation (f/k/a Linguagen Corp.) and shall include its successors.


(g)           “Company Stock” shall mean common
stock of the Company.


(h)           “Disability” or “Disabled” shall mean
a Grantee’s becoming disabled within the meaning of section 22(e)(3) of the
Code, within the meaning of the Employer’s long-term disability plan
applicable to the Grantee or as otherwise determined by the Committee.


(i)            “Dividend Equivalent” shall mean an
amount determined by multiplying the number of shares of Company Stock subject
to a Grant by the per-share cash dividend paid by the Company on its
outstanding Company Stock, or the per-share fair market value (as determined by
the Committee) of any dividend paid on its outstanding Company Stock in
consideration other than cash.


(j)            “Employee” shall mean an employee of
the Company or a subsidiary of the Company.


(k)           “Employed by, or providing service
to, the Employer” shall mean employment or service as an Employee, Key Advisor
or member of the Board (so that, for purposes of exercising Options and SARs
and satisfying conditions with respect to Stock Awards and Performance Units, a
Grantee shall not be considered to have terminated employment or service until
the Grantee ceases to be both an Employee, Key Advisor and member of the
Board).



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(l)            “Employer” shall mean the Company
and each of its subsidiaries.


(m)          “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


(n)           “Exercise Price” shall mean the purchase
price of Company Stock subject to an Option.


(o)           “Fair Market Value” shall mean:


(i)            If the Company Stock is publicly
traded, then the Fair Market Value per share shall be determined as follows:
(A) if the principal trading market for the Company Stock is a national
securities exchange or Nasdaq, the last reported sale price thereof on the
relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or (B) if the Company Stock is not
principally traded on any such exchange or on Nasdaq, the last reported sale
price of a share of Company Stock on the relevant date, as reported by the OTC
Bulletin Board or, if shares are not reported on the OTC Bulletin Board, as
determined by the Committee through any reasonable valuation method authorized
under the Code.


(ii)           If the Company Stock is not publicly
traded or, if publicly traded, is not subject to reported transactions as set
forth above, the Fair Market Value per share shall be as determined by the Committee
through any reasonable valuation method authorized under the Code.


(p)           “Grant” shall mean a grant of
Options, SARs, Stock Awards, Stock Units or Other Stock-Based Awards under the
Plan.


(q)           “Grant Instrument” shall mean the
agreement that sets forth the terms of a Grant, including any amendments.


(r)            “Grantee” shall mean an Employee,
Key Advisor or Non-Employee Director who receives a Grant under the Plan.


(s)           “Incentive Stock Option” shall mean
an option to purchase Company Stock that is intended to meet the requirements
of section 422 of the Code.


(t)            “Key Advisor” shall mean a
consultant or advisor of an Employer.


(u)           “Non-Employee Director” shall mean a
member of the Board who is not an Employee.


(v)           “Nonqualified Stock Option” shall
mean an option to purchase Company Stock that is not intended to meet the
requirements of section 422 of the Code.



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(w)          “Option” shall mean an Incentive Stock
Option or Nonqualified Stock Option granted under the Plan.


(x)            “Other Stock-Based Award” shall mean
any Grant based on, measured by or payable in Company Stock, as described in
Section 10.


(y)           “SAR” shall mean a stock appreciation
right with respect to a share of Company Stock.


(z)            “Stock Award” shall mean an award of
Company Stock, with or without restrictions.


(aa)         “Stock Unit” shall mean a unit that
represents a hypothetical share of Company Stock.


Section 2.              Administration


(a)           Committee.  The Plan shall be administered and
interpreted by the Board or by a Committee appointed by the Board.  The Committee, if applicable, should consist
of two or more persons who are “outside directors” as defined under section
162(m) of the Code, and related Treasury regulations, and “non-employee
directors” as defined under Rule 16b-3 under the Exchange Act.  The Board shall approve and administer all
grants made to Non-Employee Directors. 
The Committee may delegate authority to one or more subcommittees, as it
deems appropriate.  To the extent that
the Board or a subcommittee administers the Plan, references in the Plan to the
“Committee” shall be deemed to refer to the Board or such subcommittee.  In the absence of a specific designation by
the Board to the contrary, the Plan shall be administered by the Committee of
the Board or any successor Board committee performing substantially the same
functions.


(b)           Committee Authority.  The Committee shall have the sole authority
to (i) determine the individuals to whom grants shall be made under the Plan,
(ii) determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, subject to the provisions of Section
18 below, and (v) deal with any other matters arising under the Plan.


(c)           Committee Determinations.  The Committee shall have full power and
express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for the conduct of its
business as it deems necessary or advisable, in its sole discretion.  The Committee’s interpretations of the Plan
and all determinations made by the Committee pursuant to the powers vested in
it hereunder shall be conclusive and binding on all persons having any interest
in the Plan or in any awards granted hereunder. 
All powers of the Committee shall be executed in its sole discretion, in
the best interest of the Company, not as a



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fiduciary, and in keeping with the objectives of the
Plan and need not be uniform as to similarly situated individuals.


Section 3.              Grants


Awards under the
Plan may consist of grants of Options as described in Section 6, Stock Awards
as described in Section 7, Stock Units as described in Section 8, SARs as
described in Section 9 and Other Stock-Based Awards as described in Section
10.  All Grants shall be subject to the
terms and conditions set forth herein and to such other terms and conditions
consistent with this Plan as the Committee deems appropriate and as are
specified in writing by the Committee to the individual in the Grant
Instrument.  All Grants shall be made
conditional upon the Grantee’s acknowledgement, in writing or by acceptance of
the Grant, that all decisions and determinations of the Committee shall be
final and binding on the Grantee, his or her beneficiaries and any other person
having or claiming an interest under such Grant.  Grants under a particular Section of the Plan
need not be uniform as among the Grantees. 
Grants made prior to the registration of the Company Stock under section
12(g) of the Exchange Act shall be subject to the provisions set forth in Appendix
A.


Section
4.              Shares Subject to the Plan


(a)           Shares Authorized.  Subject to adjustment as described below, the
aggregate number of shares of Company Stock that may be issued or transferred
under the Plan is 13,511,562. This number includes the number of shares
available for issuance under the 2003 Stock Plan as of the effective date of
the Plan.


Shares issued or transferred under the Plan may be authorized but
unissued shares of Company Stock or reacquired shares of Company Stock,
including shares purchased by the Company on the open market for purposes of
the Plan.  If and to the extent Options
or SARs granted under the Plan (including options outstanding under the 2003
Stock Plan) terminate, expire or are canceled, forfeited, exchanged or
surrendered without having been exercised or if any Stock Awards (including
stock awards outstanding under the 2003 Stock Plan), Stock Units or Other
Stock-Based Awards are forfeited, terminated or otherwise not paid in full, the
shares subject to such Grants shall again be available for purposes of the
Plan.  Shares of Company Stock
surrendered in payment of the Exercise Price of an Option or withheld for
purposes of satisfying the Company’s minimum tax withholding obligations with
respect to Grants under the Plan shall again be available for issuance or
transfer under the Plan.



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(b)           Individual Limits.  All Grants under the Plan shall be expressed
in shares of Stock.  The maximum
aggregate number of shares of Company Stock that shall be subject to Grants
made under the Plan to any individual during any calendar year shall be
1,000,000  shares, subject to adjustment as
described below.


(c)           Adjustments.  If there is any change in the number or kind
of shares of Company Stock outstanding by reason of a stock dividend, spinoff,
stock split, or reverse stock split or by reason of a combination,
reorganization, recapitalization or reclassification affecting the outstanding
Company Stock as a class without the Company’s receipt of consideration, the
maximum number of shares of Company Stock available for Grants, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Grants,
the kind of shares issued under the Plan and outstanding Grants, and the price
per share of outstanding Grants shall be equitably adjusted by the Committee,
as the Committee deems appropriate, to reflect any increase or decrease in the
number of, or change in the kind or value of, issued shares of Company Stock to
preclude, to the extent practicable, the enlargement or dilution of rights and
benefits under Grants; provided, however, that any fractional shares resulting
from such adjustment shall be eliminated. 
In addition, the Committee shall have discretion to make the foregoing
equitable adjustments in any circumstances in which an adjustment is not
mandated by this subsection (b) or applicable law, including in the event of a
Change of Control.  Any adjustments to
outstanding Grants shall be consistent with section 409A or 422 of the Code, to
the extent applicable.  Any adjustments
determined by the Committee shall be final, binding and conclusive.


Section 5.              Eligibility
for Participation


(a)           Eligible Persons.  All Employees (including, for all purposes of
the Plan, an Employee who is a member of the Board) and Non-Employee Directors
shall be eligible to participate in the Plan. 
Key Advisors shall be eligible to participate in the Plan if the Key
Advisors render bona fide services to the Employer, the services are not in
connection with the offer and sale of securities in a capital-raising
transaction and the Key Advisors do not directly or indirectly promote or
maintain a market for the Company’s securities.


(b)           Selection of Grantees.  The Committee shall select the Employees,
Non-Employee Directors and Key Advisors to receive Grants and shall determine
the number of shares of Company Stock subject to a particular Grant in such
manner as the Committee determines.


Section 6.              Options


The Committee may grant
Options to an Employee, Non-Employee Director or Key Advisor, upon such terms
as the Committee deems appropriate.  The
following provisions are applicable to Options:


(a)           Number of Shares.  The Committee shall determine the number of
shares of Company Stock that will be subject to each Grant of Options to
Employees, Non-Employee Directors and Key Advisors.



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(b)           Type of Option and Price.


(i)            The Committee may grant Incentive
Stock Options or Nonqualified Stock Options or any combination of the two, all
in accordance with the terms and conditions set forth herein.  Incentive Stock Options may be granted only
to employees of the Company or its parent or subsidiary corporations, as
defined in section 424 of the Code. 
Nonqualified Stock Options may be granted to Employees, Key Advisors and
Non-Employee Directors.


(ii)           The Exercise Price of Company Stock
subject to an Option shall be determined by the Committee and shall be equal to
or greater than the Fair Market Value of a share of Company Stock on the date
the Option is granted; provided, however, that an Incentive Stock Option may
not be granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, or any parent or subsidiary corporation of the Company, as defined in
section 424 of the Code, unless the Exercise Price per share is not less than
110% of the Fair Market Value of a share of Company Stock on the date of grant.


(c)           Option Term.  The Committee shall determine the term of
each Option.  The term of any Option
shall not exceed ten years from the date of grant.  However, an Incentive Stock Option that is
granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, or any parent or subsidiary corporation of the Company, as defined in
section 424 of the Code, may not have a term that exceeds five years from the
date of grant.


(d)           Exercisability of Options.  Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Committee and specified in the Grant Instrument.  The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.


(e)           Grants to Non-Exempt Employees.  Notwithstanding the foregoing, Options
granted to persons who are non-exempt employees under the Fair Labor
Standards Act of 1938, as amended, may not be exercisable for at least six
months after the date of grant (except that such Options may become
exercisable, as determined by the Committee, upon the Grantee’s death,
Disability or retirement, or upon a Change of Control or other circumstances
permitted by applicable regulations).


(f)            Termination of Employment,
Disability or Death.  Except as
provided below, an Option may only be exercised while the Grantee is employed
by, or providing service to, the Employer as an Employee, Key Advisor or member
of the Board.


(i)            In the event that a Grantee ceases
to be employed by, or provide service to, the Employer for any reason other
than Disability, death or termination for Cause, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within 90 days
after the date on which the Grantee ceases to be employed by, or provide
service to, the Employer (or within such other period of time as may be
specified by the Committee), but in any



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event no later than the date of expiration of the
Option term.  Except as otherwise
provided by the Committee, any of the Grantee’s Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
provide service to, the Employer shall terminate as of such date.


(ii)           In the event the Grantee ceases to be
employed by, or provide service to, the Company on account of a termination for
Cause by the Employer, any Option held by the Grantee shall terminate as of the
date the Grantee ceases to be employed by, or provide service to, the
Employer.  In addition, notwithstanding
any other provisions of this Section 6, if the Committee determines that the
Grantee has engaged in conduct that constitutes Cause at any time while the
Grantee is employed by, or providing service to, the Employer or after the
Grantee’s termination of employment or service, any Option held by the Grantee
shall immediately terminate and the Grantee shall automatically forfeit all
shares underlying any exercised portion of an Option for which the Company has
not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares.  Upon any exercise of an Option, the Company
may withhold delivery of share certificates pending resolution of an inquiry
that could lead to a finding resulting in a forfeiture.


(iii)          In the event the Grantee ceases to be
employed by, or provide service to, the Employer because the Grantee is
Disabled, any Option which is otherwise exercisable by the Grantee shall
terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by, or provide service to, the Employer (or within such
other period of time as may be specified by the Committee), but in any event no
later than the date of expiration of the Option term.  Except as otherwise provided by the
Committee, any of the Grantee’s Options which are not otherwise exercisable as
of the date on which the Grantee ceases to be employed by, or provide service
to, the Employer shall terminate as of such date.


(iv)          If the Grantee dies while employed by,
or providing service to, the Employer or within 90 days after the date on which
the Grantee ceases to be employed or provide service on account of a
termination specified in Section 6(f)(i) above (or within such other period of
time as may be specified by the Committee), any Option that is otherwise
exercisable by the Grantee shall terminate unless exercised within one year
after the date on which the Grantee ceases to be employed by, or provide
service to, the Employer (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of
expiration of the Option term.  Except as
otherwise provided by the Committee, any of the Grantee’s Options that are not
otherwise exercisable as of the date on which the Grantee ceases to be employed
by, or provide service to, the Employer shall terminate as of such date.


(g)           Exercise of Options.  A Grantee may exercise an Option that has
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company.  The Grantee shall pay the
Exercise Price for an Option as specified by the Committee (i) in cash, (ii)
unless the Committee determines otherwise, by delivering shares of Company
Stock owned by the Grantee and having a Fair Market Value on the date of
exercise at least equal to the Exercise Price or by attestation (on a form
prescribed by the Committee) to ownership of shares of Company Stock having a
Fair Market Value on the date of exercise at least equal to the Exercise



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Price, (iii) by payment through a broker in accordance
with procedures permitted by Regulation T of the Federal Reserve Board, or (iv)
by such other method as the Committee may approve.  Payment for the shares to be issued or
transferred pursuant to the Option, and any required withholding taxes, must be
received by the Company by the time specified by the Committee depending on the
type of payment being made, but in all cases prior to the issuance or transfer
of such shares.


(h)           Limits on Incentive Stock Options.  Each Incentive Stock Option shall provide
that, if the aggregate Fair Market Value of the Company Stock on the date of
the grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the Option, as to the excess, shall be treated as a Nonqualified Stock
Option.  An Incentive Stock Option shall
not be granted to any person who is not an Employee of the Company or a parent
or subsidiary corporation (within the meaning of section 424(f) of the Code) of
the Company.


Section
7.              Stock Awards


The Committee may
issue or transfer shares of Company Stock to an Employee, Key Advisor or Non-Employee
Director under a Stock Award, upon such terms as the Committee deems
appropriate.  The following provisions
are applicable to Stock Awards:


(a)           General Requirements.  Shares of Company Stock issued or transferred
pursuant to Stock Awards may be issued or transferred for consideration or for
no consideration, and subject to restrictions or no restrictions, as determined
by the Committee.  The Committee may, but
shall not be required to, establish conditions under which restrictions on
Stock Awards shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate, including, without limitation,
restrictions based upon the achievement of specific performance goals.  The period of time during which the Stock
Awards will remain subject to restrictions will be designated in the Grant
Instrument as the “Restriction Period.”


(b)           Number of Shares.  The Committee shall determine the number of
shares of Company Stock to be issued or transferred pursuant to a Stock Award
and the restrictions applicable to such shares.


(c)           Requirement of Employment or
Service.  If the Grantee ceases to be
employed by, or provide service to, the Employer during a period designated in
the Grant Instrument as the Restriction Period, or if other specified
conditions are not met, the Stock Award shall terminate as to all shares
covered by the Grant as to which the restrictions have not lapsed, and those
shares of Company Stock must be immediately returned to the Company.  The Committee may, however, provide for
complete or partial exceptions to this requirement as it deems appropriate.


(d)           Restrictions on Transfer and
Legend on Stock Certificate.  During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of a Stock Award except under Section 15(a)
below.  Unless otherwise determined by
the



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Committee, the Company will retain possession of
certificates for shares of Stock Awards until all restrictions on such shares
have lapsed.  Each certificate for a
Stock Award, unless held by the Company, shall contain a legend giving
appropriate notice of the restrictions in the Grant.  The Grantee shall be entitled to have the
legend removed from the stock certificate covering the shares subject to
restrictions when all restrictions on such shares have lapsed.  The Committee may determine that the Company
will not issue certificates for Stock Awards until all restrictions on such
shares have lapsed.


(e)           Right to Vote and to Receive
Dividends.  Unless the Committee
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote shares of Stock Awards and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Committee, including, without limitation, the achievement of
specific performance goals.


(f)            Lapse of Restrictions.  All restrictions imposed on Stock Awards shall
lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions, if any, imposed by the Committee.  The Committee may determine, as to any or all
Stock Awards, that the restrictions shall lapse without regard to any
Restriction Period.


Section 8.              Stock
Units


The Committee may grant
Stock Units, each of which shall represent one hypothetical share of Company
Stock, to an Employee, Key Advisor or Non-Employee Director, upon such terms
and conditions as the Committee deems appropriate.  The following provisions are applicable to
Stock Units:


(a)           Crediting of Units.  Each Stock Unit shall represent the right of
the Grantee to receive a share of Company Stock or an amount of cash based on
the value of a share of Company Stock, if and when specified conditions are
met.  All Stock Units shall be credited
to bookkeeping accounts established on the Company’s records for purposes of
the Plan.


(b)           Terms of Stock Units.  The Committee may grant Stock Units that are
payable if specified performance goals or other conditions are met, or under
other circumstances.  Stock Units may be
paid at the end of a specified performance period or other period, or payment
may be deferred to a date authorized by the Committee.  The Committee shall determine the number of
Stock Units to be granted and the requirements applicable to such Stock Units.


(c)           Requirement of Employment or
Service.  If the Grantee ceases to be
employed by, or provide service to, the Employer prior to the vesting of Stock
Units, or if other conditions established by the Committee are not met, the
Grantee’s Stock Units shall be forfeited. 
The Committee may, however, provide for complete or partial exceptions
to this requirement as it deems appropriate.


(d)           Payment With Respect to Stock
Units.  Payments with respect to
Stock Units shall be made in cash, Company Stock or any combination of the
foregoing, as the Committee shall determine.


 



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Section 9.              Stock
Appreciation Rights


The Committee may grant
SARs to an Employee, Key Advisor or Non-Employee Director separately or
in tandem with any Option.  The following
provisions are applicable to SARs:


(a)           General Requirements.  The Committee may grant SARs to an Employee,
Key Advisor or Non-Employee Director separately or in tandem with any
Option (for all or a portion of the applicable Option).  Tandem SARs may be granted either at the time
the Option is granted or at any time thereafter while the Option remains
outstanding; provided, however, that, in the case of an Incentive Stock Option,
SARs may be granted only at the time of the Grant of the Incentive Stock
Option.  The Committee shall establish
the base amount of the SAR at the time the SAR is granted.  The base amount of each SAR shall be equal to
the per share Exercise Price of the related Option or, if there is no related
Option, an amount equal to or greater than the Fair Market Value of a share of Company
Stock as of the date of Grant of the SAR.


(b)           Tandem SARs.  In the case of tandem SARs, the number of
SARs granted to a Grantee that shall be exercisable during a specified period
shall not exceed the number of shares of Company Stock that the Grantee may
purchase upon the exercise of the related Option during such period.  Upon the exercise of an Option, the SARs
relating to the Company Stock covered by such Option shall terminate.  Upon the exercise of SARs, the related Option
shall terminate to the extent of an equal number of shares of Company Stock.


(c)           Exercisability.  An SAR shall be exercisable during the period
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restrictions as may be specified in the Grant Instrument.  The Committee may accelerate the
exercisability of any or all outstanding SARs at any time for any reason.  SARs may only be exercised while the Grantee
is employed by, or providing service to, the Employer or during the applicable
period after termination of employment or service as described in Section 6(e)
above.  A tandem SAR shall be exercisable
only during the period when the Option to which it is related is also
exercisable.


(d)           Grants to Non-Exempt
Employees.  Notwithstanding the
foregoing, SARs granted to persons who are non-exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at
least six months after the date of grant (except that such SARs may become
exercisable, as determined by the Committee, upon the Grantee’s death,
Disability or retirement, or upon a Change of Control or other circumstances
permitted by applicable regulations).


(e)           Value of SARs.  When a Grantee exercises SARs, the Grantee
shall receive in settlement of such SARs an amount equal to the value of the
stock appreciation for the number of SARs exercised.  The stock appreciation for an SAR is the
amount by which the Fair Market Value of the underlying Company Stock on the
date of exercise of the SAR exceeds the base amount of the SAR as described in subsection
(a).



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(f)            Form of Payment.  The appreciation in an SAR shall be paid in
shares of Company Stock, cash or any combination of the foregoing, as the
Committee shall determine.  For purposes
of calculating the number of shares of Company Stock to be received, shares of
Company Stock shall be valued at their Fair Market Value on the date of
exercise of the SAR.


Section
10.            Other Stock-Based Awards


The Committee may grant
Other Stock-Based Awards, which are awards (other than those described in
Sections 6, 7, 8 and 9 of the Plan) that are based on or measured by Company
Stock, to any Employee, Key Advisor or Non-Employee Director, on such terms and
conditions as the Committee shall determine. 
Other Stock-Based Awards may be awarded subject to the achievement of
performance goals or other conditions and may be payable in cash, Company Stock
or any combination of the foregoing, as the Committee shall determine.


Section
11.            Dividend Equivalents


The Committee may grant
Dividend Equivalents in connection Stock Units or Other Stock-Based
Awards.  Dividend Equivalents may be paid
currently or accrued as contingent cash obligations and may be payable in cash
or shares of Company Stock, and upon such terms as the Committee may establish,
including, without limitation, the achievement of specific performance goals.


Section 12.            Qualified
Performance-Based Compensation


The Committee may
determine that Stock Awards, Stock Units, Other Stock-Based Awards and Dividend
Equivalents granted to an Employee shall be considered “qualified
performance-based compensation” under section 162(m) of the Code.  The following provisions shall apply to
Grants of Stock Awards, Stock Units, Other Stock-Based Awards and Dividend
Equivalents that are to be considered “qualified performance-based compensation”
under section 162(m) of the Code:


(a)           Performance Goals.   When
Stock Awards, Stock Units, Other Stock-Based Awards or Dividend Equivalents
that are to be considered “qualified performance-based compensation” are
granted, the Committee shall establish in writing (A) the objective performance
goals that must be met, (B) the performance period during which the performance
will be measured, (C) the threshold, target and maximum amounts that may be
paid if the performance goals are met, and (D) any other conditions that the
Committee deems appropriate and consistent with the Plan and Section 162(m) of
the Code.


 



 12
 









 


(b)           Establishment of Goals.  The Committee shall establish the performance
goals in writing either before the beginning of the performance period or
during a period ending no later than the earlier of (i) 90 days after the
beginning of the performance period or (ii) the date on which 25% of the
performance period has been completed, or such other date as may be required or
permitted under applicable regulations under section 162(m) of the Code.  The performance goals shall satisfy the
requirements for “qualified performance-based compensation,” including the
requirement that the achievement of the goals be substantially uncertain at the
time they are established and that the goals be established in such a way that
a third party with knowledge of the relevant facts could determine whether and
to what extent the performance goals have been met.  The Committee shall not have discretion to
increase the amount of compensation that is payable upon achievement of the designated
performance goals.


(c)           Announcement of Grants.  The Committee shall certify and announce the
results for each performance period to all Grantees after the announcement of
the Company’s financial results for the performance period.  If and to the extent that the Committee does
not certify that the performance goals have been met, the grants of Stock
Awards, Stock Units, Other Stock-Based Awards and Dividend Equivalents
for the performance period shall be forfeited or shall not be made, as
applicable.  If Dividend Equivalents are
granted as “qualified performance-based compensation” under section 162(m) of
the Code, a Grantee may not accrue more than $1,000,000  of
such Dividend Equivalents during any calendar year.


(d)           Death, Disability or Other Circumstances.  The Committee may provide that Stock Awards,
Stock Units, Other Stock-Based Awards and Dividend Equivalents shall be payable
or restrictions on such Grants shall lapse, in whole or in part, in the event
of the Grantee’s death or Disability during the performance period, or under
other circumstances consistent with the Treasury regulations and rulings under
section 162(m) of the Code.


Section 13.            Deferrals


The Committee may
permit or require a Grantee to defer receipt of the payment of cash or the
delivery of shares that would otherwise be due to such Grantee in connection
with any Stock Units or Other Stock-Based Awards.  If any such deferral election is permitted or
required, the Committee shall establish rules and procedures for such deferrals
and may provide for interest or other earnings to be paid on such
deferrals.  The rules and procedures for
any such deferrals shall be consistent with applicable requirements of section
409A of the Code.



 13
 









 


Section 14.            Withholding
of Taxes


(a)           Required Withholding.  All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements.  The Employer may require
that the Grantee or other person receiving or exercising Grants pay to the
Employer the amount of any federal, state or local taxes that the Employer is
required to withhold with respect to such Grants, or the Employer may deduct
from other wages and compensation paid by the Employer the amount of any
withholding taxes due with respect to such Grants.


(b)           Election to Withhold Shares.  If the Committee so permits, a Grantee may
elect to satisfy the Employer’s tax withholding obligation with respect to
Grants paid in Company Stock by having shares withheld up to an amount that
does not exceed the Grantee’s minimum applicable withholding tax rate for
federal (including FICA), state and local tax liabilities.  The election must be in a form and manner
prescribed by the Committee and may be subject to the prior approval of the
Committee.


Section 15.            Transferability
of Grants


(a)           Nontransferability of Grants.  Except as provided below, only the Grantee
may exercise rights under a Grant during the Grantee’s lifetime.  A Grantee may not transfer those rights
except (i) by will or by the laws of descent and distribution or (ii) with
respect to Grants other than Incentive Stock Options, pursuant to a domestic
relations order.  When a Grantee dies,
the personal representative or other person entitled to succeed to the rights
of the Grantee may exercise such rights. 
Any such successor must furnish proof satisfactory to the Company of his
or her right to receive the Grant under the Grantee’s will or under the
applicable laws of descent and distribution.


(b)           Transfer of Nonqualified Stock
Options. Notwithstanding the foregoing, the Committee may provide, in a
Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to
family members, or one or more trusts or other entities for the benefit of or
owned by family members, consistent with the applicable securities laws,
according to such terms as the Committee may determine; provided that the
Grantee receives no consideration for the transfer of an Option and the
transferred Option shall continue to be subject to the same terms and
conditions as were applicable to the Option immediately before the transfer.


Section 16.            Consequences
of a Change of Control


(a)           Notice and Acceleration.  Unless the Committee determines otherwise,
effective upon the date of the Change of Control, (i) all outstanding Options and
SARs shall automatically accelerate and become fully exercisable, (ii) the
restrictions and conditions on all outstanding Stock Awards shall immediately
lapse, and (iii) all Stock Units, Other Stock-Based Awards and Dividend
Equivalents shall become fully vested and shall be paid at their target values,
or in such greater amounts as the Committee may determine.



 14
 









 


(b)           Other Alternatives.  Notwithstanding the foregoing, in the event
of a Change of Control, the Committee may take one or more of the following
actions with respect to any or all outstanding Grants: the Committee may (i)
require that Grantees surrender their outstanding Options and SARs in exchange
for one or more payments by the Company, in cash or Company Stock as determined
by the Committee, in an amount equal to the amount by which the then Fair
Market Value of the shares of Company Stock subject to the Grantee’s
unexercised Options and SARs exceeds the Exercise Price of the Options or the
base amount of the SARs, as applicable, (ii) after giving Grantees an
opportunity to exercise their outstanding Options and SARs, terminate any or
all unexercised Options and SARs at such time as the Committee deems
appropriate, or (iii) determine that outstanding Options and SARs that are not
exercised shall be assumed by, or replaced with comparable options or rights
by, the surviving corporation, (or a parent or subsidiary of the surviving
corporation), and other outstanding Grants that remain in effect after the
Change of Control shall be converted to similar grants of the surviving
corporation (or a parent or subsidiary of the surviving corporation).  Such surrender or termination shall take
place as of the date of the Change of Control or such other date as the Committee
may specify.


Section
17.            Requirements for Issuance
or Transfer of Shares


No Company Stock shall be
issued or transferred in connection with any Grant hereunder unless and until
all legal requirements applicable to the issuance or transfer of such Company
Stock have been complied with to the satisfaction of the Committee.  The Committee shall have the right to
condition any Grant on the Grantee’s undertaking in writing to comply with such
restrictions on his or her subsequent disposition of the shares of Company
Stock as the Committee shall deem necessary or advisable, and certificates
representing such shares may be legended to reflect any such restrictions.  Certificates representing shares of Company
Stock issued or transferred under the Plan may be subject to such stop-transfer
orders and other restrictions as the Committee deems appropriate to comply with
applicable laws, regulations and interpretations, including any requirement
that a legend be placed thereon.


Section 18.            Amendment
and Termination of the Plan


(a)           Amendment.  The Board may amend or terminate the Plan at
any time; provided, however, that the Board shall not amend the Plan without
stockholder approval if such approval is required in order to comply with the
Code or other applicable law, or to comply with applicable stock exchange
requirements.


(b)           Stockholder Re-Approval
Requirement.  If Stock Awards, Stock
Units, Other Stock-Based Awards or Dividend Equivalents are granted as “qualified
performance-based compensation” under Section 12 above, the Plan must be
reapproved by the stockholders no later than the first stockholders meeting
that occurs in the fifth year following the year in which the stockholders
previously approved the provisions of Section 12, if required by section 162(m)
of the Code or the regulations thereunder.



 15
 









 


(c)           Termination of Plan.  The Plan shall terminate on the day
immediately preceding the tenth anniversary of its effective date, unless the
Plan is terminated earlier by the Board or is extended by the Board with the
approval of the stockholders.


(d)           Termination and Amendment of
Outstanding Grants.  A termination or
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 19(f) below. 
The termination of the Plan shall not impair the power and authority of
the Committee with respect to an outstanding Grant.  Whether or not the Plan has terminated, an
outstanding Grant may be terminated or amended under Section 19(f) below or may
be amended by agreement of the Company and the Grantee consistent with the
Plan.


(e)           Effective Date of the Plan.  The Plan shall be effective as of March 12,
2007, subject to stockholder approval of the Plan.


Section 19.            Miscellaneous


(a)           Grants in Connection with
Corporate Transactions and Otherwise. 
Nothing contained in the Plan shall be construed to (i) limit the right
of the Committee to make Grants under the Plan in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to
employees thereof who become Employees, or (ii) limit the right of the Company
to grant stock options or make other awards outside of the Plan.  The Committee may make a Grant to an employee
of another corporation who becomes an Employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company, in substitution for a stock option or stock awards grant
made by such corporation. 
Notwithstanding anything in the Plan to the contrary, the Committee may
establish such terms and conditions of the new Grants as it deems appropriate,
including setting the Exercise Price of Options or the base price of SARs at a
price necessary to retain for the Grantee the same economic value as the prior
options or rights.


(b)           Governing Document.  The Plan shall be the controlling
document.  No other statements,
representations, explanatory materials or examples, oral or written, may amend
the Plan in any manner.  The Plan shall
be binding upon and enforceable against the Company and its successors and
assigns.


(c)           Funding of the Plan.  The Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under the Plan.


(d)           Rights of Grantees.  Nothing in the Plan shall entitle any
Employee, Key Advisor, Non-Employee Director or other person to any claim
or right to be granted a Grant under the Plan. 
Neither the Plan nor any action taken hereunder shall be construed as
giving any individual any rights to be retained by or in the employ of the Employer
or any other employment rights.



 16
 









 


(e)           No Fractional Shares.  No fractional shares of Company Stock shall
be issued or delivered pursuant to the Plan or any Grant.  Except as otherwise provided under the Plan,
the Committee shall determine whether cash, other awards or other property shall
be issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.


(f)            Compliance with Law.  The Plan, the exercise of Options and SARs
and the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and regulations, and to
approvals by any governmental or regulatory agency as may be required.  With respect to persons subject to section 16
of the Exchange Act, it is the intent of the Company that the Plan and all
transactions under the Plan comply with all applicable provisions of Rule 16b-3
or its successors under the Exchange Act. 
In addition, it is the intent of the Company that Incentive Stock Options
comply with the applicable provisions of section 422 of the Code, that Grants
of “qualified performance-based compensation” comply with the applicable
provisions of section 162(m) of the Code and that, to the extent applicable,
Grants comply with the requirements of section 409A of the Code.  To the extent that any legal requirement of
section 16 of the Exchange Act or section 422, 162(m) or 409A of the Code as
set forth in the Plan ceases to be required under section 16 of the Exchange
Act or section 422, 162(m) or 409A of the Code, that Plan provision shall cease
to apply.  The Committee may revoke any
Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation.


(g)           Employees Subject to Taxation
Outside the United States.  With
respect to Grantees who are believed by the Committee to be subject to taxation
in countries other than the United States, the Committee may make Grants on
such terms and conditions, consistent with the Plan, as the Committee deems
appropriate to comply with the laws of the applicable countries, and the
Committee may create such procedures, addenda and subplans and make such
modifications as may be necessary or advisable to comply with such laws.


(h)           Governing Law.  The validity, construction, interpretation
and effect of the Plan and Grant Instruments issued under the Plan shall be
governed and construed by and determined in accordance with the laws of the
State of Delaware, without giving effect to the conflict of laws provisions thereof.


 



 17















 


Appendix A


Redpoint Bio Corporation 2007
Omnibus Equity Compensation Plan


For purposes of the Plan,
grants made prior to the initial registration of the Company Stock under
section 12(g) of the Exchange Act (a “Public Offering”) shall be subject to the
provisions set forth in this Appendix A:


Section
1.              Right of
First Refusal; Repurchase Right


(a)           Offer.  Prior to a Public Offering, if at any time an
individual desires to sell, encumber, or otherwise dispose of shares of Company
Stock that were distributed to him or her under this Plan and that are
transferable, the individual may do so only pursuant to a bona fide written
offer, and the individual shall first offer the shares to the Company by giving
the Company written notice disclosing: (i) the name of the proposed transferee
of the Company Stock, (ii) the certificate number and number of shares of
Company Stock proposed to be transferred or encumbered, (iii) the proposed
price, (iv) all other terms of the proposed transfer, and (v) a written copy of
the proposed offer.  Within 60 days after
receipt of such notice, the Company shall have the option to purchase all or
part of such Company Stock at the price and on the terms described in the
written notice; provided that the Company may pay such price in installments
over a period not to exceed four years, at the discretion of the Committee.


(b)           Sale.  In the event the Company (or a stockholder,
as described below) does not exercise the option to purchase Company Stock, as
provided above, the individual shall have the right to sell, encumber, or
otherwise dispose of the shares of Company Stock described in subsection (a) at
the price and on the terms of the transfer set forth in the written notice to
the Company, provided such transfer is effected within 15 days after the
expiration of the option period.  If the
transfer is not effected within such period, the Company must again be given an
option to purchase, as provided above.


(c)           Assignment of Rights.  The Board, in its sole discretion, may waive
the Company’s right of first refusal and repurchase right under this Section 1
of Appendix A.  If the Company’s right of
first refusal or repurchase right is so waived, the Board may, in its sole
discretion, assign such right to the remaining stockholders of the Company in
the same proportion that each stockholder’s stock ownership bears to the stock
ownership of all the stockholders of the Company, as determined by the
Board.  To the extent that a stockholder
has been given such right and does not purchase his or her allotment, the other
stockholders shall have the right to purchase such allotment on the same basis.


(d)           Purchase by the Company.  Prior to a Public Offering, if a Grantee
ceases to be employed by, or provide service to, the Employer, the Company
shall have the right to purchase all or part of any Company Stock distributed
to the Grantee under this Plan at its then current Fair Market Value (as
defined in Section 1(o) of the Plan) or at such other price as may be
established in the Grant Instrument; provided, however, that such repurchase
shall be made in accordance with applicable accounting rules to avoid adverse
accounting treatment.













 


(e)           Public Offering.  On and after a Public Offering, the Company
shall have no further right to purchase shares of Company Stock under this
Section 1 of Appendix A.  The
requirements of this Section 1 of Appendix A shall lapse and cease to be
effective upon a Public Offering.


(f)            Stockholder’s Agreement.  Notwithstanding the provisions of this
Section 1 of Appendix A, if the Committee requires that a Grantee execute a
stockholder’s agreement with respect to any Company Stock distributed pursuant
to this Plan, which contains a right of first refusal or repurchase right, the
provisions of this Section 1 of Appendix A shall not apply to such Company
Stock, unless the Committee determines otherwise.


Section
2.              Lock-Up Period.


If so requested by the
Company or any representative of the underwriters (the “Managing Underwriter”)
in connection with any underwritten offering of securities of the Company, a
Grantee (including any successor or assigns) shall not sell or otherwise
transfer any shares or other securities of the Company during the 30-day period
preceding and the 180-day period following the effective date of a registration
statement filed by the Company for such underwriting (or such shorter period as
may be requested by the Managing Underwriter and agreed to by the Company) (the
“Market Standoff Period”).  The Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such Market Standoff Period.


 



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