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                                                                    Exhibit 10.3



                              CV THERAPEUTICS, INC.

                    Non-Employee Directors' Stock Option Plan

      Amended and Restated by the Board of Directors on September 23, 1996
                Approved by the Stockholders on October 29, 1996
             Amended by the Board of Directors on February 23, 2000
                  Approved by the Stockholders on May 16, 2000
        Amended and Restated by the Board of Directors on August 21, 2000
       Amended and Restated by the Board of Directors on February 25, 2002
        Amended and Restated by the Board of Directors on April 15, 2002
                  Approved by the Stockholders on June 7, 2002
         Amended and Restated by the Board of Directors on July 19, 2002
       Amended and Restated by the Board of Directors on October 30, 2002


1. Purpose.

         (a)    The purpose of the Non-Employee Directors' Stock Option Plan
(the "Plan") is to provide a means by which each director of CV Therapeutics,
Inc. (the "Company") who is not otherwise an employee of the Company or of any
Affiliate of the Company (each such person being hereafter referred to as a
"Non-Employee Director") will be given an opportunity to purchase stock of the
Company.

         (b)    The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company as those terms are defined
in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

         (c)    The Company, by means of the Plan, seeks to retain the services
of persons now serving as Non-Employee Directors of the Company, to secure and
retain the services of persons capable of serving in such capacity, and to
provide incentives for such persons to exert maximum efforts for the success of
the Company.

2. Administration.

         (a)    The Plan shall be administered by the Board of Directors of the
Company (the "Board") unless and until the Board delegates administration to a
committee, as provided in subparagraph 2(b).

         (b)    The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). 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, 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.

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3. Shares Subject To The Plan.

         (a)    Subject to the provisions of paragraph 10 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate five hundred
fifty thousand (550,000) shares of the Company's common stock. If any option
granted under the Plan shall for any reason expire or otherwise terminate
without having been exercised in full, the stock not purchased under such option
shall again become available for the Plan.

         (b)    The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

4. Eligibility.

         Options shall be granted only to Non-Employee Directors of the Company.

5. Non-Discretionary Grants.

         (a)    Each person who is a Non-Employee Director on September 23, 1996
automatically shall be granted an option to purchase fifteen thousand (15,000)
shares of the Company's common stock (after taking into account the 1:10 reverse
split adopted by the Board in September 1996) on the terms and conditions set
forth herein.

         (b)    Each person who is, after August 21, 2000, elected for the first
time to be a Non-Employee Director automatically shall, upon the date of such
person's initial election to be a Non-Employee Director by the Board or
stockholders of the Company, be granted an option to purchase twenty-five
thousand (25,000) shares of the Company's common stock on the terms and
conditions set forth herein.

         (c)    At each annual meeting of the stockholders following the
effectiveness of the initial public offering of the Company's common stock until
and including the 1998 Annual Meeting, each person then serving as a
Non-Employee Director automatically shall be granted an option to purchase five
thousand (5,000) shares of the Company's common stock (after taking into account
the 1:10 reverse split adopted by the Board in September 1996) on the terms and
conditions set forth herein; at each annual meeting of the stockholders
beginning with the 1999 Annual Meeting, each person then serving as a
Non-Employee Director automatically shall be granted an option to purchase seven
thousand five hundred (7,500) shares of the Company's common stock on the terms
and conditions set forth herein.

6. Option Provisions.

         Each option shall be subject to the following terms and conditions:

         (a)    The term of each option commences on the date it is granted and,
unless sooner terminated as set forth herein, expires on the date ("Expiration
Date") ten (10) years from the date of grant. If the optionee's service as a
Director of the Company terminates for any reason or for no reason, the option
shall terminate on the earlier of the Expiration Date or the date three

                                       2.

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(3) months following the date of termination of service; provided, however, that
if such termination of service is due to the optionee's death, the option shall
terminate on the earlier of the Expiration Date or eighteen (18) months
following the date of the optionee's death. In any and all circumstances, an
option may be exercised following termination of the optionee's service as a
Non-Employee Director of the Company only as to that number of shares as to
which it was exercisable on the date of termination of such service under the
provisions of subparagraph 6(e).

         (b)    Subject to applicable law, the exercise price of each option
shall be the fair market value of the stock subject to such option on the date
such option is granted.

         (c)    The optionee may elect to make payment of the exercise price
under one of the following alternatives:

                (i)     Payment of the exercise price per share in cash at the
time of exercise; or

                (ii)    Provided that at the time of the exercise the Company's
common stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of shares of common stock of the Company already owned by
the optionee, held for the period required to avoid a charge to the Company's
reported earnings, and owned free and clear of any liens, claims, encumbrances
or security interest, which common stock shall be valued at its fair market
value on the date preceding the date of exercise; or

                (iii)   Payment by a combination of the methods of payment
specified in subparagraph 6(c)(i) and 6(c)(ii) above.

         Notwithstanding the foregoing, this option may be exercised pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board which results in the receipt of cash (or check) by the Company prior to
the issuance of shares of the Company's common stock.

         (d)    An option shall by its terms be personal and may not be sold,
pledged, assigned, transferred, encumbered or otherwise alienated or
hypothecated in any manner other than by will or the laws of descent and
distribution or to a Permitted Transferee (as defined below) or by a Permitted
Transferee to a Family Member (as defined below). During the lifetime of an
optionee, only he or she or a Permitted Transferee may exercise an option, or
any portion thereof, granted to the optionee under the Plan.

                (i)     An option transferred to a Permitted Transferee shall
not be assignable or transferable by the Permitted Transferee to any person or
entity, other than the original optionee's Family Members.

                (ii)    Any option which is transferred to a Permitted
Transferee shall continue to be subject to all the terms and conditions of the
option as applicable to the original optionee.

                (iii)   The optionee and the Permitted Transferee shall execute
any and all documents reasonably requested by the Company, including without
limitation documents to (A) confirm the status of the transferee as a Permitted
Transferee, (B) satisfy any requirements for an

                                       3.

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exemption for the transfer under applicable federal and state securities laws
and (C) evidence the transfer. In the event any option is exercised by, or to be
paid to, the executors, administrators, heirs or distributees of the estate of a
deceased optionee, or such an optionee's beneficiary, or the transferee of an
option, in any such case pursuant to the terms and conditions of the Plan, the
Company shall be under no obligation to issue stock, or make any payment,
thereunder unless and until the Company is satisfied that the person or persons
exercising such option, or to receive such payment, is the duly appointed legal
representative of the deceased optionee's estate or the proper legatee or
distributee thereof or the named beneficiary of such optionee, or the Permitted
Transferee of such option, as applicable.

                (iv)    Shares of stock acquired by a Permitted Transferee
through exercise of an option may not be transferred, nor will any assignee or
transferee thereof be recognized as an owner of such shares of common stock for
any purpose, unless a registration statement under the Securities Act of 1933,
as amended, and any applicable state securities act with respect to such shares
shall then be in effect or unless the availability of an exemption from
registration with respect to any proposed transfer or disposition of such shares
shall be established to the satisfaction of counsel for the Company.

                (v)     For purposes of this Plan, the following terms shall
have the following meanings:

                           A.    "Permitted Transferee" shall mean a Family
Member who receives an option from an optionee as a gift not for value or a
person or entity to whom an option is transferred by an optionee in a Permitted
Transfer for Value.

                           B.   "Permitted Transfer for Value" shall mean any
transfer of an option (i) under a domestic relations order in a settlement of
marital property rights, or (ii) to an entity in which more than fifty percent
(50%) of the voting interests are owned by Family Members (or the optionee) in
exchange for an interest in that entity.

                           C.    "Family Member" shall mean an optionee's child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother in law, father in law, son in law, daughter in
law, brother in law or sister in law, including adoptive relationships, any
person sharing the optionee's household (other than a tenant or employee), a
trust in which these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the optionee) control the
management of assets, and any other entity in which these persons (or the
optionee) own more than fifty percent (50%) of the voting interest.

         (e)    Each option shall become exercisable as follows: the initial
grants described in Sections 5(a) and 5(b) shall become exercisable ("vest") at
the rate of two and seventy-seven one hundredths percent (2.77%) per month over
the thirty-six (36) months after the date of grant; and the annual grants
described in Section 5(c) shall vest at the rate of eight and thirty-three one
hundredths (8.33%) per month over the twelve-month (12-month) period following
the date of grant; provided that the optionee has, during the entire period
prior to such vesting date, continuously served as a Non-Employee Director or as
an employee of or consultant to the Company or any Affiliate of the Company,
whereupon such option shall become fully exercisable in accordance with its
terms with respect to that portion of the shares represented by that
installment.

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         (f)    The Company may require any optionee, or any person to whom an
option is transferred under subparagraph 6(d), as a condition of exercising any
such option: (i) to give written assurances satisfactory to the Company as to
the optionee's knowledge and experience in financial and business matters; and
(ii) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock. These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise of the option has been registered under a then-currently-effective
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii), 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.

         (g)    Notwithstanding anything to the contrary contained herein, an
option may not be exercised unless the shares issuable upon exercise of such
option are then registered under the Securities Act or, if such shares are not
then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.

         (h)    The Company (or a representative of the underwriters) may, in
connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, require that any optionee
not sell or otherwise transfer or dispose of any shares of common stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date of the registration statement of the
Company filed under the Securities Act as may be requested by the Company or the
representative of the underwriters.

7. Covenants Of The Company.

         (a)    During the terms of the options granted under the Plan, the
Company shall keep available at all times the number of shares of stock required
to satisfy such options.

         (b)    The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the options granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any option granted under the
Plan, or any stock issued or issuable pursuant to any such option. 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 stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such options.

8. Use Of Proceeds From Stock.

         Proceeds from the sale of stock pursuant to options granted under the
Plan shall constitute general funds of the Company.

9. Miscellaneous.

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         (a)    Neither an optionee nor any person to whom an option is
transferred under subparagraph 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
option unless and until such person has satisfied all requirements for exercise
of the option pursuant to its terms.

         (b)    Nothing in the Plan or in any instrument executed pursuant
thereto shall confer upon any Non-Employee Director any right to continue in the
service of the Company or any Affiliate or shall affect any right of the
Company, its Board or stockholders or any Affiliate to terminate the service of
any Non-Employee Director with or without cause.

         (c)    No Non-Employee Director, individually or as a member of a
group, and no beneficiary or other person claiming under or through him, shall
have any right, title or interest in or to any option reserved for the purposes
of the Plan except as to such shares of common stock, if any, as shall have been
reserved for him pursuant to an option granted to him.

         (d)    In connection with each option made pursuant to the Plan, it
shall be a condition precedent to the Company's obligation to issue or transfer
shares to a Non-Employee Director, or to evidence the removal of any
restrictions on transfer, that such Non-Employee Director make arrangements
satisfactory to the Company to insure that the amount of any federal or other
withholding tax required to be withheld with respect to such sale or transfer,
or such removal or lapse, is made available to the Company for timely payment of
such tax.

         (e)    As used in this Plan, fair market value means, as of any date,
the value of the common stock of the Company determined as follows:

                (i)     If the common stock of the Company 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 of the
Company 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 common stock of the Company) 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 of
the Company, the fair market value shall be determined in good faith by the
Board.

10. Adjustments Upon Changes In Stock.

         (a)    If any change is made in the stock subject to the Plan, or
subject to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding options.

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         (b)    In the event of: (1) a merger or consolidation in which the
Company is not the surviving corporation; (2) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's 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; or (3) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Company entitled to vote are exchanged (each,
a "Change of Control"), each outstanding option shall automatically, without any
further action by the Company, become vested and exercisable with respect all of
the shares of Common Stock subject thereto no later than five (5) business days
before the closing of the Change of Control. In addition, any surviving
corporation, other than the Company, may assume any options outstanding under
the Plan or substitute similar options for those outstanding under the Plan or,
if the Company is the surviving corporation, outstanding options may continue in
full force and effect. In the event of a Change of Control in connection with
which options are not assumed or substituted for by a surviving corporation or
if the Company does not continue options in full force and effect, such options
shall terminate if not exercised at or prior to the closing of the Change of
Control.

11. Amendment Of The Plan And Options.

         (a)    The Board at any time, and from time to time, may amend the
Plan. Except as provided in paragraph 10 relating to adjustments upon changes in
stock, no amendment shall be effective unless approved by the stockholders of
the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will increase the number of shares which may be
issued under the Plan.

         (b)    The Board at any time, and from time to time, may amend the
terms of any one or more options granted under the Plan; provided, however, that
the rights and obligations under any option granted before any amendment of the
Plan shall not be altered or impaired by such amendment unless (i) the Company
requests the consent of the person to whom the option was granted and (ii) such
person 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)    The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on September 23, 2006. No options
may be granted under the Plan while the Plan is suspended or after it is
terminated.

         (b)    Rights and obligations under any option granted while the Plan
is in effect shall not be altered or impaired by suspension or termination of
the Plan, except with the consent of the person to whom the option was granted.

         (c)    The Plan shall terminate upon the occurrence of any of the
events described in Section 10(b) above.

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13. Effective Date Of Plan; Conditions Of Exercise.

         (a)    This amendment and restatement of the Plan shall become
effective upon adoption by the Board of Directors, subject to the condition
subsequent that this amendment and restatement of the Plan is approved by the
stockholders of the Company. Following the effective date of this amendment and
restatement, options shall not be granted under the terms of the Plan in effect
prior to such effective date.

         (b)    No option granted under the Plan shall be exercised or
exercisable unless and until the condition of subparagraph 13(a) above has been
met.

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