<PAGE>

                                                                   EXHIBIT 10.49

                              CV THERAPEUTICS, INC.

                        2000 Nonstatutory Incentive Plan

                 Adopted by the Board of Directors July 19, 2000
         Amended and Restated by the Board of Directors February 9, 2001
          Amended and Restated by the Board of Directors July 20, 2001
         Amended and Restated by the Board of Directors December 9, 2001
        Amended and Restated by the Board of Directors February 25, 2002
           Amended and Restated by the Board of Directors June 7, 2002
         Amended and Restated by the Board of Directors August 29, 2002
         Amended and Restated by the Board of Directors October 18, 2002
         Amended and Restated by the Board of Directors October 30, 2002
         Amended and Restated by the Board of Directors November 7, 2002
        Amended and Restated by the Board of Directors December 16, 2002

1. Purposes.

     (a) Eligible Stock Award Recipients. Only Eligible Participants may receive
Stock Awards under this Plan.

     (b) Available Stock Awards. The purpose of the Plan is to provide a means
by which Eligible Participants may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Nonstatutory
Stock Options.

     (c) General Purpose. The Company, by means of the Plan, seeks to retain the
services of the group of persons eligible to receive Stock Awards, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2. Definitions.

     (a) "Affiliate" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d) "Committee" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

     (e) "Common Stock" means the common stock of the Company.

     (f) "Company" means CV Therapeutics, Inc., a Delaware corporation.

     (g) "Consultant" means any person, including an advisor, (i) engaged by the
Company or an Affiliate to render consulting or advisory services and who is
compensated for

<PAGE>

such services or (ii) who is a member of the Board of Directors of an Affiliate.
However, the term "Consultant" shall not include Directors.

     (h) "Continuous Service" means that the Holder's service with the Company
or an Affiliate, whether as an Employee or Consultant, is not interrupted or
terminated. The Holder's Continuous Service shall not be deemed to have
terminated merely because of a change in the capacity in which the Holder
renders service to the Company or an Affiliate as an Employee or Consultant or a
change in the entity for which the Holder renders such service, provided that
there is no interruption or termination of the Holder's service to the Company
or an Affiliate. For example, a change in status without interruption from an
Employee of the Company to a Consultant of an Affiliate will not constitute an
interruption of Continuous Service. The Board or the chief executive officer of
the Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave.

     (i) "Director" means a member of the Board of Directors of the Company.

     (j) "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

     (k) "Eligible Participant" means any Employee or Consultant; provided,
however, that except as provided in the following sentence, no Employee or
Consultant who is a Director or an Officer may be granted Stock Awards under
this Plan. Notwithstanding the preceding sentence, an Officer may be an Eligible
Participant if he or she is granted a Stock Award in connection with his or her
initial commencement of employment with the Company and such grant is an
essential inducement to his or her entering into a contract of employment with
the Company.

     (l) "Employee" means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.

     (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (n) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

         (i)  If the Common Stock is listed on any established stock exchange or
traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

         (ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

                                       2

<PAGE>

     (o) "Holder" means a person to whom a Stock Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Stock
Award.

     (p) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder. Incentive Stock Options may not be granted
under the Plan.

     (q) "Nonstatutory Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

     (r) "Officer" means a person who is either (i) an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder or (ii) an officer of the Company within the
meaning of Section 4310(c)(25)(G)(i) of the NASD Manual and Notices to Members
(the "NASD Manual"), or any successor provision thereto.

     (s) "Option" means a Nonstatutory Stock Option granted pursuant to the
Plan.

     (t) "Option Agreement" means a written or electronic agreement between the
Company and an Optionholder evidencing certain terms and conditions of an
individual Option grant. Each Option Agreement shall be subject to the terms and
conditions of the Plan.

     (u) "Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

     (v) "Plan" means this CV Therapeutics, Inc. 2000 Nonstatutory Incentive
Plan.

     (w) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

     (x) "Securities Act" means the Securities Act of 1933, as amended.

     (y) "Stock Award" means any Option granted under the Plan.

     (z) "Stock Award Agreement" means a written agreement between the Company
and a Holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

3. Administration.

     (a) Administration by Board. The Board shall administer the Plan unless and
until the Board delegates administration to a Committee, as provided in
subsection 3(c).

     (b) Powers of Board. The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

         (i) To determine from time to time which of the persons eligible under
the Plan shall be granted Stock Awards; when and how each Stock Award shall be
granted; what type or combination of types of Stock Award shall be granted; the
provisions of each Stock

                                       3

<PAGE>

Award granted (which need not be identical), including the time or times when a
person shall be permitted to receive Common Stock pursuant to a Stock Award; and
the number of shares of Common Stock with respect to which a Stock Award shall
be granted to each such person.

         (ii)  To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

         (iii) To amend the Plan or a Stock Award as provided in Section 11.

         (iv)  To terminate or suspend the Plan as provided in Section 12.

         (v)   Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

     (c) Delegation to Committee. The Board may delegate administration of the
Plan to a Committee or Committees of one (1) or more members of the Board. The
term "Committee" shall apply to any person or persons to whom such authority has
been delegated. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

     (d) Effect of Board's Decision. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4. Shares Subject to the Plan.

     (a) Share Reserve. Subject to the provisions of Section 10 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate Three Million Seven
Hundred and Sixty Thousand Three Hundred and Twenty Five (3,760,325) shares of
Common Stock.

     (b) Reversion of Shares to the Share Reserve. If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan.

     (c) Source of Shares. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.

                                       4

<PAGE>

5. Eligibility.

     (a) Eligibility for Specific Stock Awards. Stock Awards may be granted only
to Eligible Participants.

     (b) Consultants. A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act ("Form S-8") is not available to register either the offer or
the sale of the Company's securities to such Consultant because of the nature of
the services that the Consultant is providing to the Company, or because the
Consultant is not a natural person, or as otherwise provided by the rules
governing the use of Form S-8, unless the Company determines both (i) that such
grant (A) shall be registered in another manner under the Securities Act (e.g.,
on a Form S-3 Registration Statement) or (B) does not require registration under
the Securities Act in order to comply with the requirements of the Securities
Act, if applicable, and (ii) that such grant complies with the securities laws
of all other relevant jurisdictions.

6. Option Provisions.

     (a) Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

     (b) Option Exercise Price. The exercise price of each Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted. Notwithstanding
the foregoing, a Option may be granted with an exercise price lower than that
set forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the
provisions of Section 424(a) of the Code.

     (c) Consideration. The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the
Company of other Common Stock, (2) according to a deferred payment or other
similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board. Unless otherwise specifically
provided in the Option, the purchase price of Common Stock acquired pursuant to
an Option that is paid by delivery to the Company of other Common Stock
acquired, directly or indirectly from the Company, shall be paid only by shares
of the Common Stock of the Company that have been held for more than six (6)
months (or such longer or shorter period of time required to avoid a charge to
earnings for financial accounting purposes). At any time that the Company is
incorporated in Delaware, payment of the Common Stock's "par value," as defined
in the Delaware General Corporation Law, shall not be made by deferred payment.

     (d) In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the

                                       5

<PAGE>

treatment as interest, under any applicable provisions of the Code, of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.

     (e) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock
Option shall be transferable to the extent provided in the Option Agreement. If
the Nonstatutory Stock Option does not provide for transferability, then the
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder. Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

     (f) Vesting Generally. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(d) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

     (g) Termination of Continuous Service. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionholder does not exercise his
or her Option within the time specified in the Option Agreement, the Option
shall terminate.

     (h) Extension of Termination Date. An Optionholder's Option Agreement may
also provide that if the exercise of the Option following the termination of the
Optionholder's Continuous Service (other than upon the Optionholder's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

     (i) Disability of Optionholder. In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

                                       6

<PAGE>

     (j) Death of Optionholder. In the event (i) an Optionholder's Continuous
Service terminates as a result of the Optionholder's death or (ii) the
Optionholder dies within the period (if any) specified in the Option Agreement
after the termination of the Optionholder's Continuous Service for a reason
other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
Option upon the Optionholder's death pursuant to subsection 6(e) or 6(f), but
only within the period ending on the earlier of (1) the date eighteen (18)
months following the date of death (or such longer or shorter period specified
in the Option Agreement) or (2) the expiration of the term of such Option as set
forth in the Option Agreement. If, after death, the Option is not exercised
within the time specified herein, the Option shall terminate.

     (k) Early Exercise. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option. Any unvested shares of Common Stock so purchased may be subject to a
repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate. The Company will not exercise its repurchase
option until at least six (6) months (or such longer or shorter period of time
required to avoid a charge to earnings for financial accounting purposes) have
elapsed following exercise of the Option unless the Board otherwise specifically
provides in the Option.

7. Covenants of the Company.

     (a) Availability of Shares. During the terms of the Stock Awards, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

     (b) Securities Law Compliance. The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts, the Company is unable to obtain
from any such regulatory commission or agency the authority which counsel for
the Company deems necessary for the lawful issuance and sale of Common Stock
under the Plan, the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon exercise of such Stock Awards unless and until
such authority is obtained.

8. Use of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant
to Stock Awards shall constitute general funds of the Company.

9. Miscellaneous.

     (a) Acceleration of Exercisability and Vesting. The Board shall have the
power to accelerate the time at which a Stock Award may first be exercised or
the time during which a Stock Award or any part thereof will vest in accordance
with the Plan, notwithstanding the

                                       7

<PAGE>

provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.

     (b) Stockholder Rights. No Holder shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares of Common
Stock subject to such Stock Award unless and until such Holder has satisfied all
requirements for exercise of the Stock Award pursuant to its terms.

     (c) No Employment or Other Service Rights. Nothing in the Plan or any
instrument executed or Stock Award granted pursuant thereto shall confer upon
any Holder any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Stock Award was granted or shall affect the
right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause or (ii) the service of
a Consultant pursuant to the terms of such Consultant's agreement with the
Company or an Affiliate.

     (d) Investment Assurances. The Company may require a Holder, as a condition
of exercising or acquiring Common Stock under any Stock Award, (i) to give
written assurances satisfactory to the Company as to the Holder's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Stock Award; and (ii) to give written assurances
satisfactory to the Company stating that the Holder is acquiring Common Stock
subject to the Stock Award for the Holder's own account and not with any present
intention of selling or otherwise distributing the Common Stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if (1) the issuance of the shares of Common Stock upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a
then currently effective registration statement under the Securities Act or (2)
as to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.

     (e) Withholding Obligations. The Holder agrees that he shall be liable for
any Employer's United Kingdom National Insurance Contribution and to the extent
provided by the terms of a Stock Award Agreement, the Company may require that
any liability it has to account for United Kingdom income tax under the Pay As
You Earn system and National Insurance Contributions or any other federal, state
or local tax withholding obligation relating to the exercise or acquisition of
Common Stock under a Stock Award be satisfied by any of the following means (in
addition to the Company's right to withhold from any compensation paid to the
Holder by the Company) or by a combination of such means: (i) tendering a cash
payment; (ii) authorizing the Company to withhold shares of Common Stock from
the shares of Common Stock otherwise issuable to the Holder as a result of the
exercise or acquisition of Common Stock under the Stock Award, provided,
however, that no shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law; or (iii) delivering to the
Company owned and unencumbered shares of Common Stock.

                                       8

<PAGE>

10. Adjustments upon Changes in Stock.

     (a) Capitalization Adjustments. If any change is made in the Common Stock
subject to the Plan, or subject to any Stock Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(c), and the outstanding Stock
Awards will be appropriately adjusted in the class(es) and number of securities
and price per share of Common Stock subject to such outstanding Stock Awards.
The Board shall make such adjustments, and its determination shall be final,
binding and conclusive. The conversion of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.

     (b) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to such event.

     (c) Change of Control. In the event of a Change of Control, each
outstanding Stock Award under the Plan shall, automatically and without further
action by the Company, become fully vested and exercisable with respect to all
of the shares of Common Stock subject thereto no later than five (5) business
days before the closing of such Change of Control. In addition, to the extent
permitted by law, any surviving corporation or acquiring corporation in a Change
of Control may assume any such Stock Awards outstanding under the Plan or
substitute similar stock awards (including awards to acquire the same
consideration paid to the stockholders in the Change of Control) for those
outstanding under the Plan. In the event any surviving corporation or acquiring
corporation does not assume such Stock Awards or substitute similar stock awards
for those outstanding under the Plan then the Stock Awards shall terminate if
not exercised at or prior to the closing of the Change of Control.

     (d) Definition. For purposes of this Plan, "Change of Control" means: (i) a
sale of substantially all of the assets of the Company; (ii) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation in which shareholders immediately before the merger or
consolidation have, immediately after the merger or consolidation, equal or
greater stock voting power); (iii) a reverse merger in which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise (other than a reverse
merger in which stockholders immediately before the merger have, immediately
after the merger, greater stock voting power); or (iv) any transaction or series
of related transactions in which in excess of 50% of the Company's voting power
is transferred.

11. Amendment of the Plan and Stock Awards.

     (a) Amendment of Plan. The Board at any time, and from time to time, may
amend the Plan. However, except as provided in Section 10 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the

                                       9

<PAGE>

Company to the extent stockholder approval is necessary to satisfy the
requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities
exchange listing requirements.

     (b) Contemplated Amendments. It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible Employees with the maximum benefits provided or to be provided
under the provisions of the Code.

     (c) No Impairment of Rights. Rights under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Holder and (ii) the Holder consents
in writing.

     (d) Amendment of Stock Awards. The Board at any time, and from time to
time, may amend the terms of any one or more Stock Awards; provided, however,
that the rights under any Stock Award shall not be impaired by any such
amendment unless (i) the Company requests the consent of the Holder and (ii) the
Holder consents in writing. Notwithstanding the foregoing, the Board shall not,
without the approval of the stockholders of the Company, authorize the amendment
of any outstanding Option to reduce its exercise price. Furthermore, no Option
shall be canceled and replaced with grants having a lower exercise price without
the further approval of stockholders of the Company.

12. Termination or Suspension of the Plan.

     (a) Plan Term. The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board. No Stock Awards
may be granted under the Plan while the Plan is suspended or after it is
terminated.

     (b) No Impairment of Rights. Suspension or termination of the Plan shall
not impair rights and obligations under any Stock Award granted while the Plan
is in effect except with the written consent of the Holder.

13. Effective Date of Plan. The Plan shall become effective upon its adoption by
the Board.

14. Choice of Law/Interpretation. The law of the State of Delaware shall govern
all questions concerning the construction, validity and interpretation of this
Plan, without regard to such state's conflict of laws rules. Notwithstanding the
foregoing, it is expressly intended that approval of the Company's stockholders
not be required as a condition of the effectiveness of the Plan, and the Plan's
provisions shall be interpreted in a manner consistent with such intent for all
purposes (including without limitation, for purposes of determining whether
stockholder approval of the Plan is necessary pursuant to the NASD Manual or any
successor provisions thereto).

15. Participants in Foreign Countries. The Board shall have the authority to
adopt such modifications, procedures and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in which
the Company or any Affiliate may operate to assure the viability of Options
granted under the Plan in such countries and to meet the objectives of the Plan.

                                       10