<PAGE>   1
                                                                     EXHIBIT 4.1


                              CONNETICS CORPORATION

                       INTERNATIONAL STOCK INCENTIVE PLAN

        1. Purposes of the Plan. The purposes of this International Stock
Incentive Plan are to attract and retain the best available personnel, to
provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company's business internationally.

        2. Definitions. As used in this Plan, the following definitions shall
apply:

           (a) "Administrator" means the Board or any of the Committees
appointed to administer the Plan.

           (b) "Applicable Laws" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any jurisdiction other than the United States applicable to Awards granted to
residents in such jurisdictions.

           (c) "Award" means the grant of an Option or Restricted Stock under
the Plan.

           (d) "Award Agreement" means the written agreement evidencing the
grant of an Award executed by the Company and the Grantee, including any
amendments thereto.

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

           (f) "Code" means the United States Internal Revenue Code of 1986, as
amended.

           (g) "Committee" means any committee appointed by the Board to
administer the Plan.

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

           (i) "Company" means Connetics Corporation, a Delaware corporation.

           (j) "Consultant" means any person (other than an Employee or a
Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity, whether
compensated for such services or not.

           (k) "Continuous Service" means that the provision of services to the
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity of
Employee, Director or Consultant, or (iii) any change in status as



                                       1
<PAGE>   2

long as the individual remains in the service of the Company or a Related Entity
in any capacity of Employee, Director or Consultant (except as otherwise
provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave including any
authorized leave (such as annual leave and long service leave) in any
jurisdiction in which the Grantee resides.

           (l) "Corporate Transaction" means any of the following transactions:

               (i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

               (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the company's subsidiary corporations) to a person or persons that are not
Related Entities;

               (iii) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from those who held such securities
immediately prior to such merger; and

               (iv) acquisition by any person or related group of persons (other
than the Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company's outstanding securities,

but excluding any such transaction that the Administrator determines shall not
be a Corporate Transaction.

           (m) "Director" means a member of the board of directors of any
Related Entity.

           (n) "Disability" means a Grantee would qualify for benefit payments
under the long-term disability policy of the Company or the Related Entity to
which the Grantee provides services regardless of whether the Grantee is covered
by such policy. If the Company or the Related Entity to which the Grantee
provides service does not have a long-term disability plan in place,
"Disability" means that a Grantee is permanently unable to carry out the
responsibilities and functions of the position held by the Grantee by reason of
any medically determinable physical or mental impairment. A Grantee will not be
considered to have incurred a Disability unless he or she furnishes proof of
such impairment sufficient to satisfy the Administrator in its discretion.

           (o) "Employee" means any person, including an Officer or Director,
who is an employee of the Company or any Related Entity. The payment of a
director's fee by the Company or a Related Entity shall not be sufficient to
constitute "employment" by the Company.





                                       2
<PAGE>   3

           (p) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

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

           (i) Where there exists a public market for the Common Stock, the Fair
        Market Value shall be:

                      (A) the closing sales price for a Share for the last
           market trading day prior to the time of the determination (or, if no
           closing price was reported on that date, the closing bid) on the
           stock exchange determined by the Administrator to be the primary
           market for the Common Stock or the Nasdaq National Market, whichever
           is applicable; or

                      (B) if the Common Stock is regularly quoted by a
           recognized securities dealer but selling prices are not reported, the
           mean between the high bid and low asked prices of a Share on the last
           market trading day prior to the time of the determination (or, if no
           such prices were reported on that date, on the last date on which
           such prices were reported);

        in each case, as reported in The Wall Street Journal or such other
        source as the Administrator deems reliable; or

           (ii) In the absence of an established market for the Common
        Stock of the type described in (i), above, the Fair Market Value of the
        Common Stock shall be determined by the Administrator in good faith.

           (r) "Grantee" means an Employee, Director or Consultant who receives
an Award pursuant to an Award Agreement under the Plan.

           (s) "Immediate Family" means any 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
Grantee's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent (50%) of the beneficial interest, a
foundation in which these persons (or the Grantee) control the management of
assets, and any other entity in which these persons (or the Grantee) own more
than fifty percent (50%) of the voting interests.

           (t) "Officer" means a person who is an officer of a Related Entity
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated under the Exchange Act.

           (u) "Option" means an option to purchase Shares pursuant to an Award
Agreement granted under the Plan and not intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code.



                                       3
<PAGE>   4

           (v) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.


           (w) "Plan" means this International Stock Incentive Plan.

           (x) "Post-Termination Exercise Period" means the amount of time after
the Termination Date during which the Grantee may exercise an Option, as
specified in the Notice of Stock Option Award, subject to the terms of the Award
Agreement.

           (y) "Related Entity" means any Parent, Subsidiary and any business,
corporation, partnership, limited liability company or other entity in which the
Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

           (z) "Restricted Stock" means Shares issued under the Plan to the
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Administrator.

           (aa) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
or any successor thereto.

           (bb) "Share" means a share of the Common Stock.

           (cc) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

           (dd) "Termination Date" means the date on which the Grantee's
Continuous Service terminates, whether by death, Disability or otherwise.

        3. Stock Subject to the Plan.

           (a) Subject to the provisions of Section 10 below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards is 250,000
Shares. The Shares to be issued pursuant to Awards may be authorized, but
unissued, or reacquired Common Stock.

           (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Award shall not be returned to the Plan and shall
not become available for future issuance under the Plan, except that if unvested
Shares are forfeited, or repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.



                                       4
<PAGE>   5

        4. Administration of the Plan.

           (a) Plan Administrator.

               (i) Administration with Respect to Directors and Officers. With
respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or (B)
a Committee designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.

               (ii) Administration With Respect to Consultants and Other
Employees. With respect to grants of Awards to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. The Board may authorize one or more
Officers to grant such Awards and may limit such authority as the Board
determines from time to time.

               (iii) Administration Errors. In the event an Award is granted in
a manner inconsistent with the provisions of this subsection (a), such Award
shall be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

           (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
under this Plan), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion:

               (i) to select the Employees, Directors and Consultants to whom
Awards may be granted from time to time under this Plan;

               (ii) to determine whether and to what extent Awards are granted
under this Plan;

               (iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted under this Plan;

               (iv) to approve forms of Award Agreements for use under the Plan;

               (v) to determine the terms and conditions of any Award granted
under this Plan and the Fair Market Value;

               (vi) to amend the terms of any outstanding Award granted under
the Plan, provided that any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent;



                                       5
<PAGE>   6

               (vii) to implement a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price;

               (viii) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan, including without limitation, any notice of Award
or Award Agreement, granted pursuant to the Plan;

               (ix) to establish additional terms, conditions, rules or
procedures to accommodate the rules or laws of applicable foreign jurisdictions
and to afford Grantees favorable treatment under such laws; provided, however,
that no Award shall be granted under any such additional terms, conditions,
rules or procedures with terms or conditions which are inconsistent with the
provisions of the Plan; and

               (x) to take such other action, not inconsistent with the terms of
the Plan, as the Administrator deems appropriate.

        5. Eligibility. Awards may be granted at the Company's sole discretion
to Employees, Directors and Consultants who reside in jurisdictions other than
the United States at the time of grant. An Employee, Director or Consultant who
has been granted an Award may, if otherwise eligible, be granted additional
Awards, also at the Company's sole discretion. Awards granted to an Employee,
Director or Consultant do not confer on the Grantee the right to receive or to
be granted additional Awards or give rise to any obligation by the Company to
make any additional Awards.

        6. Terms and Conditions of Awards.

           (a) Type of Awards. The Administrator is authorized under the Plan to
award Options and Restricted Stock to Employees, Directors and Consultants who
reside in jurisdictions other than the United States at the time of grant and
may not award Options or Restricted Stock to any Employee, Director or
Consultant who is then serving as a member of the Board or as an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated under the Exchange Act.

           (b) Designation of Award. Each Award shall be designated in the Award
Agreement.

           (c) Conditions of Award. Subject to the terms of the Plan, the
Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award and payment
contingencies.

           (d) Acquisitions and Other Transactions. The Administrator may issue
Awards under the Plan in settlement, assumption or substitution for, outstanding
awards or obligations to grant future awards in connection with the Company or a
Related Entity acquiring



                                       6
<PAGE>   7

another entity, an interest in another entity or an additional interest in a
Related Entity whether by merger, stock purchase, asset purchase or other form
of transaction.

           (e) Deferral of Award Payment. The Administrator may establish one or
more programs under the Plan to permit selected Grantees the opportunity to
elect to defer receipt of consideration upon exercise of an Award, satisfaction
of performance criteria, or other event that absent the election would entitle
the Grantee to payment or receipt of Shares or other consideration under an
Award. The Administrator may establish the election procedures, the timing of
such elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

           (f) Award Exchange Programs. The Administrator may establish one or
more programs under the Plan to permit selected Grantees to exchange an Award
under the Plan for one or more other types of Awards under the Plan on such
terms and conditions as determined by the Administrator from time to time.

           (g) Separate Programs. The Administrator may establish one or more
separate programs under the Plan for the purpose of issuing particular forms of
Awards to one or more classes of Grantees on such terms and conditions as
determined by the Administrator from time to time.

           (h) Individual Option Limit. The maximum number of Shares with
respect to which Options may be granted to any Grantee in any fiscal year of the
Company shall be 25,000 Shares. In connection with a Grantee's commencement of
Continuous Service, a Grantee may be granted Options for up to an additional
100,000 Shares which shall not count against the limit set forth in the previous
sentence. The foregoing limitations shall be adjusted proportionately pursuant
to Section 10 below in connection with any change in the Company's
capitalization. In applying the foregoing limitations with respect to a Grantee,
if any Option is canceled, the canceled Option shall continue to count against
the maximum number of Shares with respect to which Options may be granted to the
Grantee.

           (i) Early Exercise. The Award Agreement may, but need not, include a
provision whereby the Grantee may elect at any time while an Employee, Director
or Consultant to exercise any part or all of the Award prior to full vesting of
the Award. Any unvested Shares received pursuant to such exercise may be subject
to a repurchase right in favor of the Company or a Related Entity or to any
other restriction the Administrator determines to be appropriate.

           (j) Term of Award. The term of each Award shall be the term stated in
the Award Agreement, provided, however, that the term may not be more than ten
(10) years from the date of grant thereof.

           (k) Transferability of Awards. Awards may be transferred by will, by
the laws of descent and distribution, or during the lifetime of the Grantee by
gift or through a court order in any divorce or custody proceeding to members of
the Grantee's Immediate Family to the



                                       7
<PAGE>   8

extent provided in the Award Agreement or in the manner and to the extent
determined by the Administrator.

           (l) Time of Granting Awards. The date of grant of an Award shall for
all purposes be the date on which the Administrator makes the determination to
grant such Award, or such other date as is determined by the Administrator.
Notice of the grant determination shall be given to each Employee, Director or
Consultant to whom an Award is so granted within a reasonable time after the
date of such grant.

           (m) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares an Award previously granted based on such
terms and conditions as the Administrator shall establish and communicate to the
Grantee at the time that such offer is made.

        7. Award Exercise or Purchase Price, Consideration and Taxes.

           (a) Exercise or Purchase Price. The exercise or purchase price, if
any, for an Award shall be as follows:

               (i) In the case of an Option, the per Share exercise price shall
be not less than eighty-five percent (85%) of the Fair Market Value per Share on
the date of grant.

               (ii) In the case of other Awards, such price as is determined by
the Administrator.

               (iii) Notwithstanding the foregoing provisions of this Section
7(a), in the case of an Award issued pursuant to Section 6(d) above, the
exercise or purchase price for the Award shall be determined in accordance with
the principles of Section 424(a) of the Code.

           (b) Consideration. Subject to Applicable Laws, the consideration to
be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator. In
addition to any other types of consideration the Administrator may determine,
the Administrator is authorized to accept as consideration for Shares issued
under the Plan the following; provided that the portion of the consideration
equal to the par value of the Shares must be paid in cash or other legal
consideration permitted by the Delaware General Corporation Law:

               (i) cash;

               (ii) check;

               (iii) surrender of Shares (including withholding of Shares
otherwise deliverable upon exercise of the Award) which (A) in the case of
Shares acquired upon exercise of an option, have been owned by the Grantee for
more than six months on the date of surrender, and (B) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Award shall be exercised (but only to the extent that such
exercise



                                       8
<PAGE>   9

of the Award would not result in an accounting compensation charge with respect
to the Shares used to pay the exercise price unless otherwise determined by the
Administrator);

               (iv) with respect to Options, payment through a broker-dealer
sale and remittance procedure pursuant to which the Grantee (A) shall provide
written or electronic instructions to a Company designated brokerage firm to
effect the immediate sale of some or all of the purchased Shares and remit to
the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
Shares and (B) shall provide written or electronic directives to the Company to
deliver the certificates for the purchased Shares directly to such brokerage
firm in order to complete the sale transaction;

               (v) a reduction in the amount of any Company liability to the
Grantee, including any liability attributable to the Grantee's participation in
any Company-sponsored deferred compensation program or arrangement;

               (vi) any combination of the foregoing methods of payment; or

               (vii) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws.

           (c) Taxes. No Shares shall be delivered under the Plan to any Grantee
or other person until such Grantee or other person has made arrangements
acceptable to the Administrator for the satisfaction of any foreign, federal,
state, or local income and employment tax withholding obligations. Upon exercise
of an Award, if required by Applicable Law, the Company shall withhold or
collect from Grantee an amount sufficient to satisfy such tax obligations.

        8. Exercise of Award, Procedure for Exercise; Rights as a Stockholder.

           (a) Any Award granted under this Plan shall be exercisable at such
times and under such conditions as determined by the Administrator under the
terms of the Plan and specified in the Award Agreement. An Award may not be
exercised for a fraction of a Share.

           (b) An Award shall be deemed to be exercised when (i) written or
electronic notice of such exercise has been given to the Company in accordance
with the terms of the Award by the person entitled to exercise the Award and
(ii) full payment is made for the Shares with respect to which the Award is
exercised, including, to the extent selected, use of the broker-dealer sale and
remittance procedure to pay the purchase price as provided in Section 7(b)(iv).
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to Shares subject to an
Award, notwithstanding the exercise of an Option or other Award. The Company
shall issue (or cause to be issued) such stock certificate promptly upon
exercise of the Award. No adjustment will be made for a dividend or other right
for which the record date is



                                       9
<PAGE>   10

prior to the date the stock certificate is issued, except as provided in the
Award Agreement or Section 10 below.

        9. Conditions Upon Issuance of Shares.

           (a) Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant to the Award comply with all Applicable Laws to the satisfaction of
legal counsel for the Company with respect to such compliance.

           (b) As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of legal counsel for the Company, such a representation is required by
any Applicable Laws.

        10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, as well as any other terms that the Administrator determines
require adjustment shall be proportionately adjusted for:

           (a) any increase or decrease in the number of issued Shares resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Shares, or similar event affecting the Shares;

           (b) any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company; or

           (c) as the Administrator may determine in its discretion, any other
transaction with respect to Common Stock to which Section 424(a) of the Code
applies or any similar transaction.

Conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration" for purposes of this
Section. The Administrator shall make such adjustment and its determination
shall be final, binding and conclusive. Except as the Administrator determines,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason of this Section shall be made with respect to, the number or price of
Shares subject to an Award.

        11. Dissolution or Liquidation. In the event of the Company's proposed
dissolution or liquidation, the Administrator shall notify each Grantee as soon
as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for a Grantee to have the right to
exercise his or her Option until ten (10) days prior to such transaction as to
all of the Shares covered by the Option, including Shares as to which the Award
would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon
exercise of an Option or



                                       10
<PAGE>   11

Restricted Stock shall lapse as to all such Shares, provided the proposed
dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, the Option
will terminate immediately prior to the consummation of such proposed
dissolution or liquidation.

        12. Corporate Transactions. In the event of a Corporate Transaction, the
successor corporation or a Parent or Subsidiary of the successor corporation
shall assume each outstanding Award or shall substitute an equivalent option or
right. If the successor corporation or the Parent or Subsidiary of the successor
corporation refuses to assume or substitute for the Award, the Grantee shall
fully vest in and have the right to exercise the Award as to all of the Shares,
including Shares as to which it would not otherwise be vested or exercisable. If
an Award becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a Corporate Transaction, the Administrator shall
notify the Grantee in writing or electronically that the Award shall be fully
vested and exercisable for a period of fifteen (15) days from the date of such
notice, and the Award shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Award shall be considered assumed if,
following the Corporate Transaction, the option or right confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the Corporate Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Corporate Transaction by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the Corporate Transaction is not
solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Award, for each Share
subject to the Award, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the Corporate Transaction.

        13. Effective Date and Term of Plan. The Plan shall become effective
upon its adoption by the Board and shall continue in effect for a term of ten
(10) years unless sooner terminated. Subject to Applicable Laws, Awards may be
granted under the Plan upon its becoming effective.

        14. Amendment, Suspension or Termination of the Plan.

            (a) The Board may at any time amend, suspend or terminate the Plan.
To the extent necessary to comply with Applicable Laws, but not otherwise, the
Company shall obtain stockholder approval of any Plan amendment in such a manner
and to such a degree as required.

            (b) No Award may be granted during any suspension of the Plan or
after termination of the Plan.

            (c) No amendment, suspension or termination of the Plan (including
termination of the Plan under Section 13 above) shall affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or



                                       11
<PAGE>   12

terminated. Notwithstanding the foregoing, with respect to any Award, the
Grantee and the Administrator may mutually agree that such an amendment,
suspension or termination of the Plan shall affect such Award, provided that the
agreement must be in writing and signed by the Grantee and the Company, which
writing and signature may be in electronic form.

        15. Reservation of Shares. The Company, during the term of the Plan,
will at all times reserve and keep available such number of Shares as are
sufficient to satisfy the requirements of the Plan.

        16. Inability to Obtain Authority. If the Company is unable to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any Shares under this Plan, if obtaining the necessary authority would, in
the opinion of the Administrator, be unduly onerous or impractical for the
Company, or if the issuance and sale of any Shares under this Plan would
contravene Applicable Laws, the Company shall not have any liability in respect
of the failure to issue or sell such Shares.

        17. No Effect on Terms of Employment/Consulting Relationship. The Plan
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, and does not confer on any Grantee the right to continue as
an Employee, Director or Consultant. This Plan does not affect any rights that
the Company or any Related Entity may have to terminate the employment or office
of any Employee or Director or the contract of any Consultant, and shall not
interfere in any way with the Grantee's right or the Company's right to
terminate the Grantee's Continuous Service at any time, with or without cause.

        18. No Effect on Retirement and Other Benefit Plans. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a "Retirement Plan" or "Welfare Plan" under the United States Employee
Retirement Income Security Act of 1974, as amended.

        19. Contracts of Employment and Services and Other Rights. This Plan
does not form part of any contract of employment or services between the Company
or any Related Entity and any Employee, Director or Consultant. Nothing in this
Plan confers on any Employee, Director or Consultant the right to receive any
Awards. It is a condition of this Plan that the Plan may be terminated at any
time at the discretion of the Board, and that no compensation, including under
any employment or services contract, will arise as a result. This Plan may not
be used to increase damages in any action that may be brought against the
Company or any Related Entity in respect of the termination of the Grantee's
Continuous Service.


                                      ****



                                       12