<Page>
Exhibit 10.21
DOV PHARMACEUTICAL, INC.
1998 STOCK OPTION PLAN.
ARTICLE I GENERAL
1.1 PURPOSE.
The purposes of this Stock Option Plan (the "Plan") are to: (1) closely
associate the interests of the management of DOV Pharmaceutical, Inc. and its
subsidiaries and affiliates (collectively referred to as the "Company") with the
shareholders by reinforcing the relationship between participants' rewards and
shareholder gains; (2) provide management with an equity ownership in the
Company commensurate with Company performance, as reflected in increased
shareholder value; (3) maintain competitive compensation levels; (4) provide an
incentive to management for continuous employment with the Company; and (5)
provide compensation to firms or individuals who provide goods or services to
the Company.
1.2 ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors of DOV
Pharmaceutical, Inc. (the "Board"), as constituted from time to time. Such
members shall be eligible for selection as persons to whom stock options may be
granted under the Plan.
(b) The Board shall have the authority, in its sole discretion and from
time to time to:
1
<Page>
(i) designate the employees or classes of employees eligible to
participate in the Plan;
(ii) grant awards provided in the Plan in such form and amount as
the Board shall determine;
(iii) impose such limitations, restrictions and conditions upon any
such award as the Board shall deem appropriate; and
(iv) interpret the Plan, adopt, amend and rescind rules and
regulations relating to the Plan, and make all other determinations
and take all other action necessary or advisable for the
implementation and administration of the Plan.
(c) Decisions and determinations of the Board on all matters relating to
the Plan shall be in its sole discretion and shall be conclusive. No member of
the Board shall he liable for any action taken or decision made in good faith
relating to the Plan or any award thereunder.
2
<Page>
1.3 ELIGIBILITY FOR PARTICIPATION.
Participants in the Plan shall be selected by the Board from outside
parties and who furnish goods or services to the company, the executive officers
and other key employees of the Company who occupy responsible managerial or
professional position and who have the capability of making a substantial
contribution to the success of the Company. In making this selection and in
determining the form and amount of awards, the Board shall consider any factors
deemed relevant, including the individual's functions, responsibilities, value
of services to the Company and past and potential contributions to the Company's
profitability and sound growth.
1.4 TYPES OF AWARDS UNDER PLAN.
Awards under the Plan may be in the form of any one or more of the
following:
(i) Stock Options, as described in Article II;
(ii) Incentive Stock Options, as described in Article III;
(iii) Reload Options, as described in Article IV;
(iv) Alternate Appreciation Rights, as described in Article V;
and/or
(v) Limited Rights, as described in Article VI;
3
<Page>
1.5 AGGREGATE LIMITATION ON AWARDS.
(a) Shares of stock which may be issued under the Plan shall be authorized
and unissued or treasury shares of Common Stock of DOV Pharmaceutical,
Inc.("Common Stock"). The maximum number of shares of Common Stock which may be
issued under the Plan shall be 750,000.
(b) For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan:
(i) all the shares issued (including the shares, if any, withheld
for tax withholding requirements) shall be counted when cash is used
as full payment for shares issued upon exercise of a Stock Option,
Incentive Stock Option or Reload Option;
(ii) only the shares issued (including the shares, if any, withheld
for tax withholding requirements) as a result of an exercise of
Alternate Appreciation Rights shall be counted; and
4
<Page>
(iii) only the net shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when
shares of Common Stock are used as full or partial payment for
shares issued upon exercise of a Stock Option, Incentive Stock
Option or Reload Option.
(c) In addition to shares of Common Stock actually issued pursuant to the
exercise of Stock Options, Incentive Stock Options, Reload Options or Alternate
Appreciation Rights, there shall be deemed to have been issued a number of
shares equal to the number of shares of Common Stock in respect of which Limited
Rights (as described in Article VI) shall have been exercised.
(d) Shares tendered by a participant as payment for shares issued upon
exercise of a Stock Option, Incentive Stock Option or Reload Option shall be
available for issuance under the Plan. Any shares of Common Stock subject to a
Stock Option, Incentive Stock Option or Reload Option which for any reason is
terminated unexercised or expires shall again be available for issuance under
the Plan, but shares subject to a Stock Option, Incentive Stock Option or Reload
Option which are not issued as a result of the exercise of Limited Rights shall
not again be available for issuance under the Plan.
1.6 EFFECTIVE DATE AND TERM OF PLAN.
5
<Page>
(a) The Plan shall become effective on the date approved by the holders of
a majority of the shares of Common Stock present in person or by proxy a regular
or special meeting of the Shareholders.
(b) No awards shall be made under the Plan after the last day of the
Company's fiscal year provided, however, that the Plan and all awards made under
the Plan prior to such date shall remain in effect until such awards have been
satisfied or terminated in accordance with the Plan and the terms of such
awards.
ARTICLE II STOCK OPTIONS
2.1 AWARD OF STOCK OPTIONS.
The Board may from time to time, and subject to the provisions of the Plan
and such other terms and conditions as the Board may prescribe, grant to any
participant in the Plan one or more options to purchase for cash or shares the
number of shares of Common Stock ("Stock Options") allotted by the Board. The
date a Stock Option is granted shall mean the date selected by the Board as of
which the Board allots a specific number of shares to a participant pursuant to
the Plan.
2.2 STOCK OPTION AGREEMENTS.
6
<Page>
The grant of a Stock Option shall be evidenced by a written Stock Option
Agreement, executed by the Company and the holder of a Stock Option (the
"optionee"), stating the number of shares of Common Stock subject to the Stock
Option evidenced thereby, and in such form as the Board may from time to time
determine.
2.3 STOCK OPTION PRICE.
The option price per share of Common Stock deliverable upon the exercise
of a Stock Option shall be 100% of the fair market value of a share of Common
Stock on the date the Stock Option is granted.
2.4 TERM AND EXERCISE.
Fifty (50%) percent of each Stock Option shall be exercisable six months
from the date of its grant and the remaining 50% shall be exercisable 18 months
from the date of its grant, and unless a shorter period is provided by the Board
or by another Section of this Plan, may be exercised during a period of ten
years from the date of grant thereof (the "option term"). No Stock Option shall
be exercisable after the expiration of its option term.
2.5 MANNER OF PAYMENT.
Each Stock Option Agreement shall set forth the procedure governing the
exercise of the Stock Option granted thereunder, and shall provide that, upon
such exercise in respect of any
7
<Page>
shares of Common Stock subject thereto, the optionee shall pay to the Company,
in full, the option price for such shares with cash or with previously owned
Common Stock.
2.6 RESTRICTIONS ON CERTAIN SHARES.
As soon as practicable after receipt of payment, the Company shall deliver
to the optionee a certificates for such shares of Common Stock. The optionee
shall become a shareholder of the Company with respect to Common Stock
represented by share certificates so issued and as such shall be fully entitled
to receive dividends, to vote and to exercise all other rights of a shareholder.
Notwithstanding the foregoing, a number of shares of Common Stock received upon
the exercise of the options shall be subject to certain restrictions. The number
of shares subject to the restrictions shall be equal to the total number of
shares received in the exercise of the options minus (i) the number of shares
which have a fair market value on the date of the option exercise equal to the
total option price for all the shares received in the K option exercise and (ii)
the number of shares which have a fair market value on the date of the option
exercise equal to the applicable federal, state and local withholding tax on the
total option exercise and any brokerage commission or interest charges, if
applicable, to the exercise. The restrictions on these shares of Common Stock
shall be as follow:.
(a) The optionee shall be prohibited from the sale, exchange, transfer,
pledge, hypothecation, gift or other disposition of such shares of Common Stock
until the earlier of the expiration of the option term or termination of the
optionee's employment for any reason.
8
<Page>
Notwithstanding the foregoing, such shares of Common Stock may be used as
payment of the option price of shares issued upon the exercise of other Stock
Options.
(b) The restrictions shall apply to any new, additional or different
securities the optionee may become entitled to receive with respect to such
shares by virtue of a stock split or stock dividend or any other change in the
corporate or capital structure of the Company.
(c) Until such time as the restrictions hereunder lapse, the share
certificate representing such shares shall contain a restrictive legend
evidencing said restrictions. Alternatively, the optionee shall be required to
deposit the share certificate with the Company or its agent, endorsed in blank
or accompanied by a duly executed irrevocable stock power or other instrument of
transfer.
2.7 DEATH OF OPTIONEE.
(a) Upon the death of the optionee, any rights to the extent exercisable
on the date of death may be exercised by the optionee's estate, or by a person
who acquires the right to exercise such Stock Option by bequest or inheritance
or by reason of the death of the optionee, provided that such exercise occurs
within both the remaining effective term of the Stock Option and one year after
the optionee's death.
9
<Page>
(b) The provisions of this Section shall apply notwithstanding the fact
that the optionee's employment may have terminated prior to death, but only to
the extent of any rights exercisable on the date of death.
2.8 RETIREMENT OR DISABILITY.
If the optionee is an employee of the Company, then, upon termination of
the optionee's employment by reason of retirement or permanent disability (as
each is determined by the Board), the optionee may, within 36 months from the
date of termination, exercise any Stock Options to the extent such options are
exercisable during such 36-month period.
2.9 TERMINATION FOR OTHER REASONS.
If the optionee is an employee of the Company, then except as provided in
Sections 2.7 and 2.8, or except as otherwise determined by the Board, all Stock
Options shall terminate upon the termination of the optionee's employment.
2.10 EFFECT OF EXERCISE.
The exercise of any Stock Option shall cancel that number of related
Alternate Appreciation Rights and/or Limited Rights, if any, which is equal to
the number of shares of Common Stock purchased pursuant to said option.
10
<Page>
2.11 CHANGE OF CONTROL
Notwithstanding any provision in this plan to the contrary, all Stock
Options shall become immediately exercisable upon a change in control.
ARTICLE III INCENTIVE STOCK OPTIONS
3.1 AWARD OF INCENTIVE STOCK OPTIONS.
The Board may, from time to time and subject to the provisions of the Plan
and such other terms and conditions as the Board may prescribe, grant to any
participant in the Plan one or more "Incentive stock options" (intended to
qualify as such under the provisions of section 422 of the Internal Revenue Code
of 1986, as amended ("Incentive Stock Options") to purchase for cash or shares
the number of shares of Common Stock allotted by the Board. The date an
Incentive Stock Option is granted shall mean the date selected by the Board as
of which the Board allots a specific number of shares to a participant pursuant
to the Plan. Notwithstanding the foregoing, Incentive Stock Options shall not be
granted to any owner of 10% or more of the total combined voting power of the
Company and its subsidiaries.
3.2 INCENTIVE STOCK OPTION AGREEMENTS.
The grant of an Incentive Stock Option shall be evidenced by a written
Incentive Stock Option Agreement, executed by the Company and the holder of an
Incentive Stock Option (the A
11
<Page>
optionee"), stating the number of shares of Common Stock subject to the
Incentive Stock Option evidenced thereby, and in such form as the Board may from
time to time determine.
3.3 INCENTIVE STOCK OPTION PRICE.
The option price per share of Common Stock deliverable upon the exercise
of an Incentive Stock Option shall be 100% of the fair market value of a share
of Common Stock on the date the Incentive Stock Option is granted.
3.4 TERM AND EXERCISE.
Fifty (50%) percent of each Incentive Stock Option shall be exercisable
six months from the date of its grant and the remaining 50% shall be exercisable
18 months from the date of its grant and unless a shorter period is provided by
the Board or another Section of this Plan, may be exercised during a period of
ten years from the date of grant thereof (the "option term"). No Incentive Stock
Option shall be exercisable after the expiration of its option term.
3.5 MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.
The aggregate fair market value (determined on the date the option is
granted) of Common Stock subject to an Incentive Stock Option granted to an
optionee by the Board in any calendar year shall not exceed $100,000.
12
<Page>
3.6 DEATH OF OPTIONEE.
(a) Upon the death of the optionee, any Incentive Stock Option exercisable
on the date of death may be exercised by the optionee's estate or by a person
who acquires the right to exercise such Incentive Stock Option by bequest or
inheritance or by reason of the death of the optionee, provided that such
exercise occurs within both the remaining option term of the Incentive Stock
Option and one year after the optionee's death.
(b) The provisions of this Section shall apply notwithstanding the fact
that the optionee's employment may have terminated prior to death, but only to
the extent of any Incentive Stock Options exercisable on the date of death.
3.7 RETIREMENT OR DISABILITY.
Upon the termination of the optionee's employment by reason of permanent
disability or retirement (as each is determined by the Board), the optionee may,
within 36 months from the date of such termination of employment, exercise any
Incentive Stock Options to the extent such Incentive Stock Options were
exercisable at the date of such termination of employment. Notwithstanding the
foregoing, the tax treatment available pursuant to Section 422 of the Internal
Revenue Code of 1986 upon the exercise of an Incentive Stock Option will not be
available to an optionee who exercises any Incentive Stock Options more than (i)
12 months after the date of termination of employment due to permanent
disability or (ii) three months after the date of termination of employment due
to retirement.
13
<Page>
3.8 TERMINATION FOR OTHER REASONS.
Except as provided in Sections 3.6 and 3.7 or except as otherwise
determined by the Board, all Incentive Stock Options shall terminate upon the
termination of the optionee's employment.
3.9 APPLICABILITY OF STOCK OPTIONS SECTIONS.
Sections 2.5, Manner of Payment; 2.6, Restrictions on Certain Shares; and
2.10, Effect of Exercise, applicable to Stock Options, shall apply equally to
Incentive Stock Options. Said Sections are incorporated by reference in this
Article III as though fully set forth herein.
3.10 10% SHAREHOLDER
In the case of an incentive stock option granted to an optionee who,
immediately before the grant of such option, owns shares representing more than
10% of the voting power or value of all classes of shares of the Corporation, in
no event shall the per share option price be less than 110% of Fair Market Value
per share of Common Stock on the date of grant, nor shall the option by its
terms be exercisable more than 5 years after the date such option is granted.
3.11 Notwithstanding any provision in this plan to the contrary, all Incentive
Stock Options shall become immediately exercisable upon a change in control of
the Corporation.
14
<Page>
ARTICLE IV - RELOAD OPTIONS
4.1 AUTHORIZATION OF RELOAD OPTIONS.
Concurrently with the award of Stock Options and/or the award of Incentive
Stock Options to any participant in the Plan, the Board may authorize reload
options ("Reload Options") to purchase for cash or shares a number of shares of
Common Stock. The number of Reload Options shall equal (i) the number of shares
of Common Stock used to exercise the underlying Stock Options or Incentive Stock
Options and (ii) to the extent authorized by the Board, the number of shares of
Common Stock used to satisfy any tax withholding requirement incident to the
exercise of the underlying Stock Options or Incentive Stock Options. The grant
of a Reload Option will become effective upon the exercise of underlying Stock
Options, Incentive Stock Options or Reload Options through the use of shares of
Common Stock held by the optionee for at least 12 months. Notwithstanding the
fact that the underlying option may be an Incentive Stock Option, a Reload
Option is not intended to qualify as an "incentive stock option" under Section
422 of the Internal Revenue Code of 1986.
4.2 RELOAD OPTION AMENDMENT.
Each Stock Option Agreement and Incentive Stock Option Agreement shall
state whether the Board has authorized Reload Options with respect to the
underlying Stock Options and/or Incentive Stock Options. Upon the exercise of an
underlying Stock Option, Incentive Stock
15
<Page>
Option or other Reload Option, the Reload Option will be evidenced by an
amendment to the underlying Stock Option Agreement or Incentive Stock Option
Agreement.
4.3 RELOAD OPTION PRICE.
The option price per share of Common Stock deliverable upon the exercise
of a Reload Option shall be the fair market value of a share of Common Stock on
the date the grant of the Reload Option becomes effective.
4.4 TERM AND EXERCISE.
Each Reload Option is fully exercisable six months from the effective date
of grant. The term of each Reload Option shall be equal to the remaining option
term of the underlying Stock Option and/or Incentive Stock Option.
4.5 TERMINATION OF EMPLOYMENT.
No additional Reload Options shall be granted to optionees when Stock
Options, Incentive Stock Options and/or Reload Options are exercised pursuant to
the terms of this Plan following termination of the optionee's employment.
16
<Page>
4.6 APPLICABILITY OF STOCK OPTIONS SECTIONS.
Sections 2.5, Manner of Payment; 2.6, Restrictions on Certain Shares; 2.7,
Death of Optionee; 2.8, Retirement or Disability; 2.9, Termination for Other
Reasons; and 2.10, Effect of Exercise, applicable to Stock Options, shall apply
equally to Reload Options. Said Sections are incorporated by reference in this
Article IV as though fully set forth herein.
ARTICLE V-ALTERNATE APPRECIATION RIGHTS
5.1 AWARD OF ALTERNATE RIGHTS.
Concurrently with or subsequent to the award of any Stock Option,
Incentive Stock Option or Reload Option to purchase one or more shares of Common
Stock, the Board may, subject to the provisions of the Plan and such other terms
and conditions as the Board may prescribe, award to the optionee with respect to
each share of Common Stock, a related alternate appreciation right ("Alternate
Right"), permitting the optionee to be paid the appreciation on the option in
lieu of exercising the option.
5.2 ALTERNATE RIGHTS AGREEMENT
Alternate Rights shall be evidenced by written agreements in such form as
the Board may from time to time determine.
17
<Page>
5.3 EXERCISE.
An optionee who has been granted Alternate Rights may, from time to time,
in lieu of the exercise of an equal number of options, elect to exercise one or
more Alternate Rights and thereby become entitled to receive from the Company
payment in Common Stock the number of shares determined pursuant to Sections 5.4
and 5.5. Alternate Rights shall be exercisable only to the same extent and
subject to the same conditions as the options related thereto are exercisable,
as provided in this Plan. The Board may, in its discretion, prescribe additional
conditions to the exercise of any Alternate Rights.
5.4 AMOUNT OF PAYMENT.
The amount of payment to which an optionee shall be entitled upon the
exercise of each Alternate Right shall be equal to 100% of the amount, if any,
by which the fair market value of a share of Common Stock on the exercise date
exceeds the fair market value of a share of Common Stock on the date the option
related to said Alternate Right was granted or became effective, as the case may
be.
5.5 FORM OF PAYMENT
The number of shares to be paid shall be determined by dividing the amount
of payment determined pursuant to Section 5.4 by the fair market value of a
share of Common Stock on the exercise date of such Alternate Rights. As soon as
practicable after exercise, the Company shall
18
<Page>
deliver to the optionee a certificate or certificates for such shares of Common
Stock. All such shares shall be issued with the rights and restrictions
specified in Section 2.6.
5.6 EFFECT OF EXERCISE.
The exercise of any Alternate Rights shall cancel an equal number of Stock
Options, Incentive Stock Options, Reload Options and Limited Rights, if any,
related to said Alternate Rights.
5.7 RETIREMENT OR DISABILITY.
Upon termination of the optionee's employment (including employment as a
director of the Company after an optionee terminates employment as an officer or
key employee of the Company) by reason of permanent disability or retirement (as
each is determined by the Board), the optionee may, within six months from the
date of such termination, exercise any Alternate Rights to the extent such
Alternate Rights are exercisable during such six-month period.
5.8 DEATH OF OPTIONEE OR TERMINATION FOR OTHER REASONS.
Except as provided in Section 5.7, or except as otherwise determined by
the Board, all Alternate Rights shall terminate upon the termination of the
optionee's employment or upon the death of the optionee.
19
<Page>
ARTICLE VI - LIMITED RIGHTS
6.1 AWARD OF LIMITED RIGHTS.
Concurrently with or subsequent to the award of any Stock Option,
Incentive Stock Option, Reload Option or Alternate Right, the Board may, subject
to the provisions of the Plan and such other terms and conditions as the Board
may prescribe, award to the optionee with respect to each share of Common Stock,
a related limited right permitting the optionee, during a specified limited time
period, to be paid the appreciation on the option in lieu of exercising the
option ("Limited Right").
6.2 LIMITED RIGHTS AGREEMENT.
Limited Rights granted under the Plan shall be evidenced by written
agreements in such form as the Board may from time to time determine.
6.3 EXERCISE PERIOD.
Limited Rights are exercisable in full for a period of seven months
following the date of a Change in Control of the Company (the "Exercise
Period"); provided, however, that Limited Rights may not be exercised under any
circumstances until the expiration of the six-month period following the date of
grant.
20
<Page>
6.4 AMOUNT OF PAYMENT.
The amount of payment to which an optionee shall be entitled upon the
exercise of each Limited Right shall be equal to 100% of the amount, if any,
which is equal to the difference between the price per share of Common Stock
covered by the related option on the date the option was granted and the Market
Price of a share of such Common Stock. Market Price is defined to be the greater
of (i) the highest price per share of the Company's Common Stock paid in
connection with any Change in Control and (ii) the highest price per share of
the Company's Common Stock reflected in the consolidated trading tables of the
Wall Street Journal (presently the NYSE - Composite Transactions) during the
60-day period prior to the Change in Control.
6.5 FORM OF PAYMENT
Payment of the amount to which an optionee a is entitled upon the exercise
of Limited Rights, as determined pursuant to Section 6.4, shall be made a solely
in cash.
6.6 EFFECT OF EXERCISE
If Limited Rights are exercised, the Stock Options, Incentive Stock
Options, Reload Options and Alternate Rights, if any, related to such Limited
Rights cease to be exercisable to the extent of the number of shares with
respect to which the Limited Rights were exercised. Upon the exercise or
termination of the options, and Alternate Rights, if any, related to such
Limited
21
<Page>
Rights, the Limited Rights granted with respect thereto terminate to the extent
of the number of shares as to which the related options and Alternate Rights
were exercised or terminated.
6.7 RETIREMENT OR DISABILITY.
Upon termination of the optionee's employment (including employment as a
director of this Company after an optionee terminates employment as an officer
or key employee of this Company) by reason of permanent disability or retirement
(as each is determined by the Board), the optionee may, within six months from
the date of termination, exercise any Limited Right to the extent such Limited
Right is exercisable during such six-month period.
6.8 DEATH OF OPTIONEE OR TERMINATION FOR OTHER REASONS.
Except as provided in Sections 6.7 and 6.9, or except as otherwise
determined by the Board, all Limited Rights granted under the Plan shall
terminate upon the termination of the optionee's employment or upon the death of
the optionee.
6.9 TERMINATION RELATED TO A CHANGE IN CONTROL
The requirement that an optionee be terminated by reason of retirement or
permanent disability or be employed by the Company at the time of exercise
pursuant to Sections 6.7 and 6.8 respectively, is waived during the Exercise
Period as to any optionee who (i) was employed by the Company at the time of the
Change in Control and (ii) is subsequently terminated by the
22
<Page>
Company other than for just cause or who voluntarily terminates if such
termination was the result of a good faith determination by the optionee that as
a result of the Change in Control he is unable to effectively discharge his
present duties or the duties of the position which he occupied just prior to the
Change in Control. As used herein "just cause" shall mean willful misconduct or
dishonesty or conviction of or failure to contest prosecution for a felony, or
excessive absenteeism unrelated illness.
ARTICLE VII MISCELLANEOUS
7.1 GENERAL RESTRICTION.
Each award under the Plan shall be subject to the requirement that, if at
any time the Board shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or Federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Common Stock thereunder, such
award may not be consummated in whole or in part unless such listing,
registration, qualification, consent, approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Board.
7.2 NON-ASSIGNABILITY.
23
<Page>
No award under the Plan shall be assignable or transferable by the
recipient thereof, except by will or by the laws of descent and distribution.
During the life of the recipient, such award shall be exercisable only by such
person or by such person's guardian or legal representative.
7.3 WITHHOLDING TAXES.
Whenever the Company proposes or is required to issue or transfer shares
of Common Stock under the Plan, the Company shall have the right to require the
grantee to remit to the Company an amount sufficient to satisfy any Federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. Alternatively, the Company may
issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy the withholding tax requirements. For withholding tax
purposes, the shares of Common Stock shall be valued on the date the withholding
obligation is incurred.
7.4 RIGHT TO TERMINATE EMPLOYMENT.
Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of the
Company or effect any right which the Company may have to terminate the
employment of such participant.
24
<Page>
7.5 NON-UNIFORM DETERMINATIONS.
The Board's determinations under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such awards, the terms and provisions of such awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not such persons are similarly situated.
7.6 RIGHTS AS A SHAREHOLDER.
The recipient of any award under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for shares of
Common Stock are issued to him.
7.7 DEFINITIONS.
In this Plan the following definitions shall apply:
(a) "Subsidiary" means any corporation of which, at the time more than 50%
of the shares entitled to vote generally in an election of directors are owned
directly or indirectly by DOV Pharmaceutical, Inc. or any subsidiary thereof
25
<Page>
(b) "Affiliate" means any person or entity which directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with DOV Pharmaceutical, Inc.
(c) "Fair market value" as of any date and in respect of any share of
Common Stock shall be determined by the Board in such manner as it may deem
appropriate. In no event shall the fair market value of any share of Common
Stock be less than its par value.
(d) "Option" means Stock Option, Incentive Stock Option or Reload Option.
(e) "Option price" means the purchase price per share of Common Stock
deliverable upon the exercise of a Stock Option, Incentive Stock Option or
Reload Option.
7.8 LEAVES OF ABSENCE.
The Board shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by the recipient of any award. Without limiting the generality of
the foregoing, the Board shall be entitled to determine (i) whether or not any
such leave of absence shall constitute a termination of employment within the
meaning of the Plan and (ii) the impact, if any, of any such leave of absence on
awards under the Plan theretofore made to any recipient who takes such leave of
absence.
26
<Page>
7.9 NEWLY ELIGIBLE EMPLOYEES.
The Board shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect of any employee who
becomes eligible to participate in the Plan or any portion thereof after the
commencement of an award or incentive period.
7.10 ADJUSTMENTS.
In any event of any change in the outstanding Common Stock by reason of a
stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Board may
appropriately adjust the number of shares of Common Stock which may be issued
under the Plan, the number of shares of Common Stock subject to Options
theretofore granted under the Plan, the option price of Options theretofore
granted under the Plan, the amount of Restricted Stock Units theretofore awarded
under the Plan, the performance targets referred to in Section 7.8 and any and
all other matters deemed appropriate by the Board.
7.11 AMENDMENT OF THE PLAN.
(a) The Board may, without further action by the shareholders and without
receiving further consideration from the participants, amend this Plan or
condition or modify awards under this Plan in response to changes in securities
or other laws or rules, regulations or regulatory interpretations thereof
applicable to this Plan or to comply with stock exchange rules or requirements.
27
<Page>
(b) The Board may at any time and from time to time terminate or modify or
amend the Plan in any respect, except that without shareholder approval the
Board may not (i) increase the maximum number of shares of Common Stock which
may be issued under the Plan (other than increases pursuant to Section 7.10),
(ii) extend the period during which any award may be granted or exercised, or
(iii) extend the term of the Plan. The termination or any modification or
amendment of the Plan, except as provided in subsection (a), shall not without
the consent of a participant, affect his or her rights under an award previously
granted to him or her.
28