Form of 2004 Stock Incentive Plan of the Registrant



 EXHIBIT 10.1 
  
 MEDICINOVA, INC. 
  
 2000 GENERAL STOCK INCENTIVE PLAN 
  
 (As Adopted and Effective September 26, 2000) 
  


					
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 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 SECTION 1. PURPOSE
	  	1
		
	 SECTION 2. DEFINITIONS
	  	1
			
	 (a)
	  	 “Award”
	  	1
	 (b)
	  	 “Board of Directors”
	  	1
	 (c)
	  	 “Change in Control”
	  	1
	 (d)
	  	 “Code”
	  	1
	 (e)
	  	 “Committee”
	  	2
	 (f)
	  	 “Common-Law Employee”
	  	2
	 (g)
	  	 “Company”
	  	2
	 (h)
	  	 “Employee”
	  	2
	 (i)
	  	 “Exchange Act”
	  	2
	 (j)
	  	 “Exercise Price”
	  	2
	 (k)
	  	 “Fair Market Value”
	  	2
	 (l)
	  	 “Incentive Stock Option” or “ISO”
	  	3
	 (m)
	  	 “Nonstatutory Option” or “NSO”
	  	3
	 (n)
	  	 “Offeree”
	  	3
	 (o)
	  	 “Option”
	  	3
	 (p)
	  	 “Optionee”
	  	3
	 (q)
	  	 “Outside Director”
	  	3
	 (r)
	  	 “Participant”
	  	3
	 (s)
	  	 “Plan”
	  	3
	 (t)
	  	 “Purchase Price”
	  	3
	 (u)
	  	 “Restricted Share”
	  	3
	 (v)
	  	 “Service”
	  	3
	 (w)
	  	 “Share”
	  	3
	 (x)
	  	 “Stock”
	  	3
	 (y)
	  	 “Stock Award Agreement”
	  	3
	 (z)
	  	 “Stock Option Agreement”
	  	4
	 (aa)
	  	 “Stock Purchase Agreement”
	  	4
	 (bb)
	  	 “Subsidiary”
	  	4
	 (cc)
	  	 “Total and Permanent Disability”
	  	4
	 (dd)
	  	 “W-2 Payroll”
	  	4
		
	 SECTION 3. ADMINISTRATION
	  	4
			
	 (a)
	  	 Committee Membership
	  	4
	 (b)
	  	 Committee Procedures
	  	4
	 (c)
	  	 Committee Responsibilities
	  	4
	 (d)
	  	 Committee Liability
	  	5
	 (e)
	  	 Financial Reports
	  	5
		
	 SECTION 4. ELIGIBILITY
	  	5

  


					
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	 (a)
	  	 General Rule
	  	5
	 (b)
	  	 Ten-Percent Shareholders
	  	5
	 (c)
	  	 Attribution Rules
	  	5
	 (d)
	  	 Outstanding Stock
	  	5
		
	 SECTION 5. STOCK SUBJECT TO PLAN
	  	6
			
	 (a)
	  	 Basic Limitation
	  	6
	 (b)
	  	 Additional Shares
	  	6
		
	 SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES
	  	6
			
	 (a)
	  	 Stock Purchase Agreement
	  	6
	 (b)
	  	 Duration of Offers
	  	6
	 (c)
	  	 Purchase Price
	  	6
	 (d)
	  	 Payment for Shares
	  	7
	 (e)
	  	 Exercise of Awards on Termination of Service
	  	7
		
	 SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES
	  	7
			
	 (a)
	  	 Form and Amount of Award
	  	7
	 (b)
	  	 Exercisability
	  	8
	 (c)
	  	 Effect of Change in Control
	  	8
	 (d)
	  	 Voting Rights
	  	8
		
	 SECTION 8. TERMS AND CONDITIONS OF OPTIONS
	  	8
			
	 (a)
	  	 Stock Option Agreement
	  	8
	 (b)
	  	 Number of Shares
	  	8
	 (c)
	  	 Exercise Price
	  	8
	 (d)
	  	 Exercisability
	  	8
	 (e)
	  	 Effect of Change in Control
	  	9
	 (f)
	  	 Term
	  	9
	 (g)
	  	 Exercise of Options on Termination of Service
	  	9
	 (h)
	  	 Payment of Option Shares
	  	9
	 (i)
	  	 No Rights as a Shareholder
	  	10
	 (j)
	  	 Modification, Extension and Assumption of Options
	  	10
		
	 SECTION 9. ADJUSTMENT OF SHARES
	  	10
			
	 (a)
	  	 General
	  	10
	 (b)
	  	 Reorganizations
	  	10
	 (c)
	  	 Reservation of Rights
	  	10
		
	 SECTION 10. WITHHOLDING TAXES
	  	10
			
	 (a)
	  	 General
	  	10
	 (b)
	  	 Share Withholding
	  	11
	 (c)
	  	 Cashless Exercise/Pledge
	  	11
	 (d)
	  	 Other Forms of Payment
	  	11
		
	 SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS
	  	11
			
	 (a)
	  	 General
	  	11
	 (b)
	  	 Trusts
	  	11

  


					
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	 SECTION 12. LEGAL REQUIREMENTS
	  	11
		
	 SECTION 13. NO EMPLOYMENT RIGHTS
	  	12
		
	 SECTION 14. DURATION AND AMENDMENTS
	  	12
			
	 (a)
	  	 Term of the Plan
	  	12
	 (b)
	  	 Right to Amend or Terminate the Plan
	  	12
	 (c)
	  	 Effect of Amendment or Termination
	  	12
		
	 SECTION 15. EXECUTION
	  	12

  


					
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 MEDICINOVA, INC. 
 2000 GENERAL STOCK INCENTIVE PLAN 
  
 (As Adopted and Effective September 26, 2000) 
  
 SECTION 1. PURPOSE. 
  
 The purpose
of the Plan is to offer selected employees, directors and consultants an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, to encourage such selected persons to remain in the employ of the
Company and to attract new employees with outstanding qualifications. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares and Options (which may constitute Incentive Stock Options or Nonstatutory Stock
Options) as well as the direct award or sale of Shares of the Company’s Common Stock. While this Plan is intended to satisfy Section 25102(o) of the California Corporations Code, awards may be granted under this Plan in reliance upon other
state securities law exemptions and to the extent another exemption is relied upon, the terms of this Plan which are required only because of Section 25102(o), need not apply to the extent provided by the Committee in the Stock Award Agreement.

  
 SECTION 2. DEFINITIONS. 
  
 (a) “Award” shall mean any award of an Option, Restricted
Share or other right under the Plan. 
  
 (b) “Board of
Directors” shall mean the Board of Directors of the Company, as constituted from time to time. 
  
 (c) “Change in Control” shall mean (i) the consummation of a merger or consolidation of the Company with or into another entity or any
other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not
stockholders of the Company immediately prior to such merger, consolidation or other reorganization; (ii) any transaction (other than an issuance of shares by the Company for cash) in or by means of which one or more persons acting in concert
acquire, in the aggregate, more than 50% of the combined voting power of Company’s outstanding equity securities; (iii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; or (iv) any other event
determined by the Board to constitute a Change in Control for purposes of the Plan. 
  
 A transaction shall not constitute a Change in Control if: (a) its sole purpose is to change the state of the Company’s incorporation; (b) its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction; or (c) it constitutes the Company’s initial public offering of its securities. 
  
 (d) “Code” shall mean the Internal Revenue Code of 1986, as amended. 
  


					
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 (e) “Committee” shall mean a committee of the Board of Directors which is authorized to
administer the Plan under Section 3. 
  
 (f) “Common-Law
Employee” shall mean an individual paid from W-2 Payroll of the Company or a Subsidiary. If, during any period, the Company (or Subsidiary, as applicable) has not treated an individual as a Common-Law Employee and, for that reason, has not
paid such individual in a manner which results in the issuance of a Form W-2 and withheld taxes with respect to him or her, then such individual shall not be an eligible Employee for that period, even if any person, court of law or government agency
determines, retroactively, that such individual is or was a Common-Law Employee during all or any portion of that period. 
  
 (g) “Company” shall mean MediciNova, Inc., a Delaware corporation. 
  
 (h) “Employee” shall mean (i) any individual who is a Common-Law Employee of the Company or of a
Subsidiary, (ii) a member of the Board of Directors, including (without limitation) an Outside Director, or an affiliate of a member of the Board of Directors, (iii) a member of the board of directors of a Subsidiary or (iv) an independent
contractor who performs services for the Company or a Subsidiary. Service as a member of the Board of Directors, a member of the board of directors of a Subsidiary or an independent contractor shall be considered employment for all purposes of the
Plan except the second sentence of Section 4(a). 
  
 (i)
“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended. 
  
 (j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Committee
in the applicable Stock Option Agreement. 
  
 (k) “Fair
Market Value” shall mean the market price of Shares, determined by the Committee as follows: 
  
 (i) If the Shares were traded over-the-counter on the date in question but were not traded on the Nasdaq Stock Market or the Nasdaq
National Market System, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Shares are quoted
or, if the Shares are not quoted on any such system, by the “Pink Sheets” published by the National Quotation Bureau, Inc.; 
  
 (ii) If the Shares were traded over-the-counter on the date in question and were traded on the Nasdaq Stock Market or the Nasdaq National
Market System, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by the Nasdaq Stock Market or the Nasdaq National Market; 
  


					
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 (iii) If the Shares were traded on a stock exchange on the date in question, then the
Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report for such date; and 
  
 (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate. 
  
 In all cases, the
determination of Fair Market Value by the Committee shall be conclusive and binding on all persons. 
  
 (l) “Incentive Stock Option” or “ISO” shall mean an employee incentive stock option described in Code section 422(b).

  
 (m) “Nonstatutory Option” or
“NSO” shall mean an employee stock option that is not an ISO. 
  
 (n) “Offeree” shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option). 
  
 (o) “Option” shall mean an Incentive Stock Option or
Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. 
  
 (p) “Optionee” shall mean an individual or estate who holds an Option. 
  
 (q) “Outside Director” shall mean a member of the Board who is “a Non-Employee Director” as defined in Rule 16b-3 under the
Exchange Act. 
  
 (r) “Participant” shall mean an
individual or estate who holds an Award. 
  
 (s)
“Plan” shall mean this MediciNova, Inc. 2000 General Stock Incentive Plan. 
  
 (t) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Committee. 
  
 (u) “Restricted Share” shall mean a Share sold or granted to
an eligible Employee which is nontransferable and subject to substantial risk of forfeiture until restrictions lapse. 
  
 (v) “Service” shall mean service as an Employee. 
  

(w) “Share” shall mean one share of Stock, as adjusted in accordance with Section 9 (if applicable). 
  
 (x) “Stock” shall mean the common stock of the Company.

  
 (y) “Stock Award Agreement” shall mean the
agreement between the Company and the recipient of a Restricted Share which contains the terms, conditions and restrictions pertaining to such Restricted Share. 
  



					
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 (z) “Stock Option Agreement” shall mean the agreement between the Company and an
Optionee which contains the terms, conditions and restrictions pertaining to his or her Option. 
  
 (aa) “Stock Purchase Agreement” shall mean the agreement between the Company and an Offeree who acquires Shares under the Plan which
contains the terms, conditions and restrictions pertaining to the acquisition of such Shares. 
  
 (bb) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the
Plan shall be considered a Subsidiary commencing as of such date. 
  
 (cc) “Total and Permanent Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. 
  
 (dd) “W-2 Payroll” shall mean whatever mechanism or
procedure that the Company or a Subsidiary utilizes to pay any individual which results in the issuance of Form W-2 to the individual. “W-2 Payroll” does not include any mechanism or procedure which results in the issuance of any form
other than a Form W-2 to an individual, including, but not limited to, any Form 1099 which may be issued to an independent contractor, an agency employee or a consultant. Whether a mechanism or procedure qualifies as a “W-2 Payroll” shall
be determined in the absolute discretion of the Company (or Subsidiary, as applicable), and the Company or Subsidiary determination shall be conclusive and binding on all persons. 
  
 SECTION 3. ADMINISTRATION. 
  
 (a) Committee Membership. The Plan shall be administered by the Committee appointed by the Board of Directors. In the event the Company’s
Shares become publicly traded, the Committee shall be comprised solely of two or more Outside Directors (although Committee functions may be delegated to officers to the extent the Awards relate to persons who are not subject to the reporting
requirements of Section 16 of the Exchange Act). If no Committee has been appointed, the entire Board shall constitute the Committee. 
  
 (b) Committee Procedures. The Board of Directors shall designate one of the members of the Committee as chairperson. The Committee may hold
meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the
Committee. 
  
 (c) Committee Responsibilities. The
Committee has and may exercise such power and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The Committee has authority in its discretion to determine eligible Employees to whom,
and the time or times at which, Awards may be granted and the number 

  


					
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of Shares subject to each Award. Subject to the express provisions of the respective Stock Award Agreements (which need not be identical), the Committee has
authority to prescribe the terms and conditions of each Award and to make all other determinations necessary or advisable for Plan administration. The Committee has authority to prescribe, amend and rescind rules and regulations relating to the
Plan. All interpretations, determinations, and actions by the Committee will be final, conclusive and binding upon all persons. 
  
 (d) Committee Liability. No member of the Board or the Committee will be liable for any action or determination made in good faith by the Committee
with respect to the Plan or any Award made under the Plan. 
  
 (e)
Financial Reports. To the extent required by applicable law, and not less often than annually, the Company shall furnish to Offerees, Optionees and shareholders who have received Stock under the Plan its financial statements (including a
balance sheet regarding the Company’s financial condition and a statement of its results of operations), unless such Offerees, Optionees or shareholders have duties with the Company that assure them access to equivalent information. Such
financial statements need not be audited. 
  
 SECTION 4.
ELIGIBILITY. 
  
 (a) General Rule. Only
Employees shall be eligible for designation as Participants by the Committee. In addition, only individuals who are employed as Common-Law Employees by the Company or a Subsidiary shall be eligible for the grant of ISOs. 
  
 (b) Ten-Percent Shareholders. An Employee who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for designation as an Offeree or Optionee unless (i) the Exercise Price for an ISO (and a NSO to the
extent required by applicable law) is at least one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant, (ii) the Purchase Price of Shares is at least one hundred percent (100%) of the Fair Market Value of a Share on
the date of grant and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five years from the date of grant. 
  
 (c) Attribution Rules. For purposes of Subsection (b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its
shareholders, partners or beneficiaries. Stock with respect to which such Employee holds an Option shall not be counted. 
  
 (d) Outstanding Stock. For purposes of Subsection (b) above, “outstanding stock” shall include all stock actually issued and outstanding
immediately after the grant. “Outstanding Stock” shall not include shares authorized for issuance under outstanding Options held by the Employee or by any other person. 
  


					
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 SECTION 5. STOCK SUBJECT TO PLAN. 
  
 (a) Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares. Subject to Sections 5(b)
and 9 of the Plan, the aggregate number of Shares which may be issued or transferred pursuant to an Award under the Plan shall not exceed 2,000,000 Shares. 
  
 The number of shares that may be issued or transferred during any 12-month period to any eligible Employee pursuant to an
Award shall not exceed 600,000 Shares. 
  
 In any event,
(i) the number of Shares which are subject to Awards or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan; and (ii) to the extent an award is made in
reliance upon the exemption available under Section 25102(o) of the California Corporations Code, the number of Shares which are subject to Awards or other rights outstanding at any time under the Plan or otherwise shall not exceed the limitation
imposed by Section 260.140.45 of the Code of Regulations of the California Commissioner of Corporations. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the
Plan. 
  
 (b) Additional Shares. In the event that any
outstanding Option or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. If a Restricted
Share is forfeited before any dividends have been paid with respect to such Restricted Share, then such Restricted Share shall again become available for award under the Plan. 
  
 SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES. 
  
 (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option)
shall be evidenced by a Stock Purchase Agreement between the Offeree and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical. 
  
 (b) Duration of Offers. Any right to acquire Shares under the Plan
(other than an Option) shall automatically expire if not exercised by the Offeree within 30 days after the grant of such right was communicated to the Offeree by the Committee. 
  
 (c) Purchase Price. The Purchase Price of Shares to be offered under the Plan shall not be less than eighty-five
percent (85%) of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b) (i.e., 100% for 10% shareholders). Subject to the preceding sentence, the Purchase Price shall be determined by the Committee in its
sole discretion. The Purchase Price shall be payable in a form described in Subsection (d) below. 
  


					
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 (d) Payment for Shares. The entire Purchase Price of Shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such Shares are purchased, except as provided below. Notwithstanding any other provision of the Plan, Shares may, in the discretion of the Committee, be awarded under the Plan in
consideration of Service rendered to the Company or a Subsidiary prior to the Award. Permissible forms of payment, in addition to cash, are: 
  
 (i) Surrender of Stock. To the extent that a Stock Purchase Agreement so provides, payment may be made all or in part with Shares
which have already been owned by the Offeree or the Offeree’s representative for any time period specified by the Committee and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market
Value on the date when the new Shares are purchased under the Plan. 
  
 (ii) Promissory Notes. To the extent that a Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Offeree. The interest rate and other
terms and conditions of such note shall be determined by the Committee. The Committee may require that the Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock
certificate(s) representing such Shares be released to the Offeree until such note is paid in full. 
  
 (iii) Cashless Exercise. To the extent that a Stock Purchase Agreement so provides and a public market for the Shares exists,
payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate
Exercise Price. 
  
 (iv) Other Forms of
Payment. To the extent provided in the Stock Purchase Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules, including payment for past services. 
  
 (e) Exercise of Awards on Termination of Service. Each Stock Award
Agreement shall set forth the extent to which the recipient shall have the right to exercise the Award following termination of the recipient’s Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all the Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. 
  
 SECTION 7. ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES. 
  
 (a) Form and Amount of Award. Each Stock Award Agreement shall
specify the number of Shares that are subject to the Award. Restricted Shares may be awarded in combination with NSOs and such an Award may provide that the Restricted Shares will be forfeited in the event that the related NSOs are exercised.

  


					
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 (b) Exercisability. Each Stock Award Agreement shall specify the conditions upon which Restricted
Shares shall become vested, in full or in installments. To the extent required by applicable law, each Stock Award shall become exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant.
Subject to the preceding sentence, the exercisability of any Stock Award shall be determined by the committee in its sole discretion. 
  
 (c) Effect of Change in Control. The Committee may determine at the time of making an Award or thereafter, that such Award shall become fully
vested in the event that a Change in Control occurs with respect to the Company. 
  
 (d) Voting Rights. Holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other shareholders. A Stock Award Agreement, however, may
require that the holders invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the dividends were paid. Such
additional Restricted Shares shall not reduce the number of Shares available under Section 5. 
  
 SECTION 8. TERMS AND CONDITIONS OF OPTIONS. 
  
 (a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Options shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a
Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
  
 (b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. 
  
 (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b). To the extent required by applicable law and except as otherwise provided in Section 4(b), the Exercise Price of a Nonstatutory
Option shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant. Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Committee in its sole
discretion. The Exercise Price shall be payable in a form described in Subsection (h) below. 
  
 (d) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. To the extent required by applicable law, an Option shall become
exercisable no less rapidly than the rate of 20% per year for each of the first five years from the date of grant. Subject to the preceding sentence, the exercisability of any Option shall be determined by the Committee in its sole discretion.

  


					
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 (e) Effect of Change in Control. The Committee may determine, at the time of granting an Option or
thereafter, that such Option shall become fully vested in the event that a Change in Control occurs with respect to the Company. 
  
 (f) Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed ten years from the date of grant (or five (5)
years, in the instance of an ISO for ten percent (10%) shareholders as provided in Section 4(b)). Subject to the preceding sentence, the Committee in its sole discretion shall determine when an Option is to expire. 
  
 (g) Exercise of Options on Termination of Service. Each Option shall
set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, to the extent required by applicable law each Option shall
provide that the Optionee shall have the right to exercise the vested portion of any Option held at termination for at least thirty (30) days following termination of Service with the Company for any reason, and that the Optionee shall have the
right to exercise the Option for at least six (6) months if the Optionee’s Service terminates due to death or Disability. 
  
 (h) Payment of Option Shares. The entire Exercise Price of Shares issued under the Plan shall be payable in lawful money of the United States of
America at the time when such Shares are purchased, except as provided below: 
  
 (i) Surrender of Stock. To the extent that a Stock Option Agreement so provides, payment may be made all or in part with Shares which have already been owned by the Optionee or the Optionee’s
representative for any time period specified by the Committee and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

  
 (ii) Promissory Notes. To the extent
that a Stock Option Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Optionee. The interest rate and other terms and conditions of such note shall be determined by the Committee. The
Committee may require that the Optionee pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Optionee until such note is
paid in full. 
  
 (iii) Cashless Exercise.
To the extent that a Stock Option Agreement so provides and a public market for the Shares exists, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price. 
  


					
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 (iv) Other Forms of Payment. To the extent provided in the Stock Option Agreement,
payment may be made in any other form that is consistent with applicable laws, regulations and rules. 
  
 (i) No Rights as a Shareholder. An Optionee, or a transferee of an Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for such Shares. 
  
 (j) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price or for other consideration. 
  
 SECTION 9. ADJUSTMENT OF SHARES. 
  
 (a) General. In the event of a subdivision of the outstanding Stock,
a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a reclassification or a similar occurrence, the Committee shall make appropriate adjustments
in one or more of (i) the number of Shares available for future Awards under Section 5, (ii) the number of Shares covered by each outstanding Option or Stock Purchase Agreement or (iii) the Exercise Price or Purchase Price under each outstanding
Option or Stock Purchase Agreement. 
  
 (b)
Reorganizations. In the event that the Company is a party to a merger, consolidation or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. 
  
 (c) Reservation of Rights. Except as provided in this Section 9, an
Optionee or an Offeree shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, Exercise Price or Purchase
Agreement of Shares subject to an Option or Stock Purchase Agreement. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
  
 SECTION 10. WITHHOLDING TAXES. 
  
 (a) General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Committee for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied. 
  


					
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 (b) Share Withholding. The Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall
be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or
state regulatory body or other authority. 
  
 (c) Cashless
Exercise/Pledge. The Committee may provide that if Company Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee’s withholding obligation by cashless exercise or pledge. 
  
 (d) Other Forms of Payment. The Committee may permit such other means
of tax withholding as it deems appropriate. 
  
 SECTION 11.
ASSIGNMENT OR TRANSFER OF AWARDS. 
  
 (a)
General. An Award granted under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law, except as
approved by the Committee. Notwithstanding the foregoing, ISOs may not be transferable. Also, notwithstanding the foregoing, while the Shares are subject to California Corporations Code § 25102(o), (i) Offerees and Optionees may not transfer
their rights hereunder except by will, beneficiary designation or the laws of descent and distribution, and (ii) any rights of repurchase in favor of the Company shall take into account the provisions of Department of Corporations Regulation Section
260.140.41 or 260.140.42, as applicable. 
  
 (b) Trusts.
Neither this Section 11 nor any other provision of the Plan shall preclude a Participant from transferring or assigning Restricted Shares to (i) the trustee of a trust that is revocable by such Participant alone, both at the time of the transfer or
assignment and at all times thereafter prior to such Participant’s death, or (ii) the trustee of any other trust to the extent approved by the Committee in writing. A transfer or assignment of Restricted Shares from such trustee to any other
person than such Participant shall be permitted only to the extent approved in advance by the Committee in writing, and Restricted Shares held by such trustee shall be subject to all the conditions and restrictions set forth in the Plan and in the
applicable Stock Award Agreement, as if such trustee were a party to such Agreement. 
  
 SECTION 12. LEGAL REQUIREMENTS. 
  
 Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company’s securities may then be listed. 
  


					
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 SECTION 13. NO EMPLOYMENT RIGHTS. 
  
 No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to
become, to be treated as, or to remain an Employee. The Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason. 
  
 SECTION 14. DURATION AND AMENDMENTS. 
  
 (a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board
of Directors, subject to the approval of the Company’s shareholders. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board of Directors, any grants already made shall be null and
void, and no additional grants shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below. 

 
 (b) Right to Amend or Terminate the Plan. The Board of Directors
may amend the Plan at any time and from time to time. Rights and obligations under any right or Option granted before amendment of the Plan shall not be impaired adversely by such amendment, except with consent of the person to whom the right or
Option was granted. An amendment of the Plan shall be subject to the approval of the Company’s shareholders only to the extent required by applicable laws, regulations or rules including the rules of any applicable exchange. 
  
 (c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Shares previously issued or any Option previously
granted under the Plan. 
  
 SECTION 15. EXECUTION.

  
 To record the adoption of the Plan by the Company, the
Board of Directors has caused its authorized officer to execute the same, to be effective as of September 26, 2000. 
  

			
	 MEDICINOVA, INC.

		
	By:	 	/s/    TAKASHI KIYOIZUMI        
	Name:	 	Takashi Kiyoizumi
	Title:	 	Chief Executive Officer


  


					
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