EX-10.1






Memory Pharmaceuticals Corp.




Amended and Restated 2004 Stock Incentive Plan




ARTICLE 1




Background and Purpose of the Plan




Section 1.1. Background. This Amended and Restated 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 reserved for issuance pursuant to Awards made under the Plan shall
not exceed 4,578,759 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) 1,775,000 additional Shares reserved for issuance under the Plan.



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) 1,750,000 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 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% 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 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 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.



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 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.



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 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 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.



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.



1




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. 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.



(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).



2




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; or (xviii) reductions in
costs.



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.




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