CRITICAL THERAPEUTICS INC
EX-10.5 INCENTIVE STOCK OPTION AGREEMENT (TREVOR PHILIPS)
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<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>b52076ctexv10w5.txt
<DESCRIPTION>EX-10.5 INCENTIVE STOCK OPTION AGREEMENT (TREVOR PHILIPS)
<TEXT>
<PAGE>

                                                                    Exhibit 10.5

                           CRITICAL THERAPEUTICS, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                     GRANTED UNDER 2004 STOCK INCENTIVE PLAN

1.    Grant of Option.

      This agreement evidences the grant by Critical Therapeutics, Inc., a
Delaware corporation (the "Company"), on September 8th , 2004 (the "Grant Date")
to Trevor Phillips, an employee of the Company (the "Participant"), of an option
to purchase, in whole or in part, on the terms provided herein and in the
Company's 2004 Stock Incentive Plan (the "Plan"), a total of 225,000 shares (the
"Shares") of common stock, $0.001 par value per share, of the Company ("Common
Stock") at $5.99 per Share. Unless earlier terminated, this option shall expire
at 5:00 p.m., Eastern time, on September 7th 2014 (the "Final Exercise Date").

      It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended, and any regulations promulgated thereunder (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this option, shall be deemed to include any person who acquires the right to
exercise this option validly under its terms.

2.    Vesting Schedule.

      This option shall vest and become exercisable as to 16.7% of the
underlying shares of Common Stock on the first anniversary of the Grant Date
with the remaining shares to vest as to in 60 equal monthly installments at the
end of each successive one-month period following the first anniversary of the
Grant Date until the sixth anniversary of the Grant Date; provided, however, 75%
of the original number of shares shall become exercisable based upon the
satisfaction of two corporate objectives as determined by the Compensation
Committee. The Compensation Committee will assess performance against such
corporate objectives.

      The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all Shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.

3.    Exercise of Option.

      (a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share or for fewer than ten whole shares.

      (b) Continuous Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee or

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officer of, or consultant or advisor to, the Company or any parent or subsidiary
of the Company as defined in Section 424(e) or (f) of the Code (an "Eligible
Participant").

      (c) Termination of Relationship with the Company. If the Participant
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
three months after such cessation (but in no event after the Final Exercise
Date), provided that this option shall be exercisable only to the extent that
the Participant was entitled to exercise this option on the date of such
cessation. Notwithstanding the foregoing, if the Participant, prior to the Final
Exercise Date, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon written notice to the Participant from
the Company describing such violation.

      (d) Exercise Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee), provided that
this option shall be exercisable only to the extent that this option was
exercisable by the Participant on the date of his or her death or disability,
and further provided that this option shall not be exercisable after the Final
Exercise Date.

      (e) Discharge for Cause. If the Participant, prior to the Final Exercise
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean willful misconduct by the Participant or willful
failure by the Participant to perform his or her responsibilities to the Company
(including, without limitation, breach by the Participant of any provision of
any employment, consulting, advisory, nondisclosure, non-competition or other
similar agreement between the Participant and the Company), as determined by the
Company, which determination shall be conclusive. The Participant shall be
considered to have been discharged for "Cause" if the Company determines, within
30 days after the Participant's resignation, that discharge for cause was
warranted.

4.    Tax Matters.

      (a) Withholding. No Shares will be issued pursuant to the exercise of this
option unless and until the Participant pays to the Company, or makes provision
satisfactory to the Company for payment of, any federal, state or local
withholding taxes required by law to be withheld in respect of this option.

      (b) Disqualifying Disposition. If the Participant disposes of Shares
acquired upon exercise of this option within two years from the Grant Date or
one year after such Shares were acquired pursuant to exercise of this option,
the Participant shall notify the Company in writing of such disposition.

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5.    Nontransferability of Option.

      This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

6.    Provisions of the Plan.

      This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.

      IN WITNESS WHEREOF, the Company has caused this option to be executed
under its corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.

                                      CRITICAL THERAPEUTICS, INC.

Dated: 9/9/04                         By: /s/ Paul Rubin
                                         ------------------------------------
                                          Name:  Paul Rubin
                                          Title: CEO

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                            PARTICIPANT'S ACCEPTANCE

      The undersigned hereby accepts the foregoing option and agrees to the
terms and conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company's 2004 Stock Incentive Plan.

                                      PARTICIPANT:

                                          /s/ Trevor Phillips
                                      ----------------------------
                                      Address: 26 South Mill St
                                               Hopkinton, MA 01748


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