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                                                                    Exhibit 10.3


                           CYTOKINETICS, INCORPORATED

                           2004 EQUITY INCENTIVE PLAN

      1.    Purposes of the Plan. The purposes of this Plan are:

            -     to attract and retain the best available personnel for
                  positions of substantial responsibility,

            -     to provide additional incentive to Employees, Directors and
                  Consultants, and

            -     to promote the success of the Company's business.

            The Plan permits the grant of Incentive Stock Options, Nonstatutory
Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units
and Performance Shares.

      2.    Definitions. As used herein, the following definitions will apply:

            (a)   "Administrator" means the Board or any of its Committees as
will be administering the Plan, in accordance with Section 4 of the Plan.

            (b)   "Affiliated SAR" means an SAR that is granted in connection
with a related Option, and which automatically will be deemed to be exercised at
the same time that the related Option is exercised.

            (c)   "Applicable Laws" means the requirements relating to the
administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan.

            (d) "Award" means, individually or collectively, a grant under the
Plan of Options, SARs, Restricted Stock, Performance Units or Performance
Shares.

            (e)   "Award Agreement" means the written or electronic agreement
setting forth the terms and provisions applicable to each Award granted under
the Plan. The Award Agreement is subject to the terms and conditions of the
Plan.

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

            (g)   "Change in Control" means the occurrence of any of the
following events:

                  (i)   Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or
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                  (ii)  The consummation of the sale or disposition by the
Company of all or substantially all of the Company's assets;

                  (iii) A change in the composition of the Board occurring
within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. "Incumbent Directors" means directors who
either (A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company); or

                  (iv)  The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

            (h)   "Code" means the Internal Revenue Code of 1986, as amended.
Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.

            (i)   "Committee" means a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.

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

            (k)   "Company" means Cytokinetics, Incorporated, a Delaware
corporation, or any successor thereto.

            (l)   "Consultant" means any person, including an advisor, engaged
by the Company or a Parent or Subsidiary to render services to such entity.

            (m)   "Director" means a member of the Board.

            (n)   "Disability" means total and permanent disability as defined
in Section 22(e)(3) of the Code, provided that in the case of Awards other than
Incentive Stock Options, the Administrator in its discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Administrator from time to time.

            (o)   "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director's fee by the Company will be
sufficient to constitute "employment" by the Company.

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

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            (q)   "Exchange Program" means a program under which (i) outstanding
Awards are surrendered or cancelled in exchange for Awards of the same type
(which may have lower exercise prices and different terms), Awards of a
different type, and/or cash, and/or (ii) the exercise price of an outstanding
Award is reduced. The terms and conditions of any Exchange Program will be
determined by the Administrator in its sole discretion.

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

                  (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value will be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or system on the day
of determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;

                  (ii)  If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock will be the mean between the high bid and low asked
prices for the Common Stock on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable;

                  (iii) For purposes of any Awards granted on the Registration
Date, the Fair Market Value will be the initial price to the public as set forth
in the final prospectus included within the registration statement in Form S-1
filed with the Securities and Exchange Commission for the initial public
offering of the Company's Common Stock; or

                  (iv)  In the absence of an established market for the Common
Stock, the Fair Market Value will be determined in good faith by the
Administrator.

            (s)   "Fiscal Year" means the fiscal year of the Company.

            (t)   "Freestanding SAR" means a SAR that is granted independently
of any Option.

            (u)   "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.

            (v)   "Inside Director" means a Director who is an Employee.

            (w)   "Nonstatutory Stock Option" means an Option that by its terms
does not qualify or is not intended to qualify as an Incentive Stock Option.

            (x)   "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

            (y)   "Option" means a stock option granted pursuant to the Plan.

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            (z)   "Optioned Stock" means the Common Stock subject to an Award.

            (aa)  "Outside Director" means a Director who is not an Employee.

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

            (cc)  "Participant" means the holder of an outstanding Award.

            (dd)  "Performance Share" means an Award granted to a Participant
pursuant to Section 9.

            (ee)  "Performance Unit" means an Award granted to a Participant
pursuant to Section 9.

            (ff)  "Period of Restriction" means the period during which the
transfer of Shares of Restricted Stock are subject to restrictions and
therefore, the Shares are subject to a substantial risk of forfeiture. Such
restrictions may be based on the passage of time, the achievement of target
levels of performance, or the occurrence of other events as determined by the
Administrator.

            (gg)  "Plan" means this 2004 Equity Incentive Plan.

            (hh)  "Registration Date" means the effective date of the first
registration statement that is filed by the Company and declared effective
pursuant to Section 12(g) of the Exchange Act, with respect to any class of the
Company's securities.

            (ii)  "Restricted Stock" means shares of Common Stock issued
pursuant to a Restricted Stock award under Section 7 of the Plan, or issued
pursuant to the early exercise of an Option.

            (jj)  "Retirement" means a termination of an Outside Director's
status as a Director when (i) the Outside Director's age is 55 or over and he or
she has continuously been a Director for at least seven (7) years on the date of
such termination or (ii) the Outside Director has continuously been a Director
for at least ten (10) years from the date of such termination.

            (kk)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

            (ll)  "Section 16(b) " means Section 16(b) of the Exchange Act.

            (mm)  "Service Provider" means an Employee, Director or Consultant.

            (nn)  "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

            (oo)  "Stock Appreciation Right" or "SAR" means an Award, granted
alone or in connection with an Option, that pursuant to Section 8 is designated
as a SAR.

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

            (qq)  "Tandem SAR" means a SAR that is granted in connection with a
related Option, the exercise of which will require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR will be canceled to the same extent).

            (rr)  "Unvested Awards" will mean Options or Restricted Stock that
(i) were granted to an individual in connection with such individual's position
as an Employee and (ii) are still subject to vesting or lapsing of Company
repurchase rights or similar restrictions.

      3.    Stock Subject to the Plan.

            (a)   Stock Subject to the Plan. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 3,200,000 Shares plus (i) any Shares
returned to the 1997 Stock Option/Stock Issuance Plan as a result of termination
of options or repurchase of Shares issued under such plan, and (ii) an annual
increase to be added on the first day of the Company's fiscal year beginning in
2005, equal to the lesser of (A) 3,000,000 Shares, (B) 3.5% of the outstanding
Shares on such date or (C) an amount determined by the Board. The Shares may be
authorized, but unissued, or reacquired Common Stock. Shares will not be deemed
to have been issued pursuant to the Plan with respect to any portion of an Award
that is settled in cash. Upon payment in Shares pursuant to the exercise of an
SAR, the number of Shares available for issuance under the Plan will be reduced
only by the number of Shares actually issued in such payment. If the exercise
price of an Option is paid by tender to the Company, or attestation to the
ownership, of Shares owned by the Participant, the number of Shares available
for issuance under the Plan will be reduced by the gross number of Shares for
which the Option is exercised.

            (b)   Lapsed Awards. If an Award expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Exchange
Program, the unpurchased Shares which were subject thereto will become available
for future grant or sale under the Plan (unless the Plan has terminated);
provided, however, that Shares that have actually been issued under the Plan,
whether upon exercise of an Award, will not be returned to the Plan and will not
become available for future distribution under the Plan, except that if unvested
Shares are forfeited or repurchased by the Company, such Shares will become
available for future grant under the Plan.

            (c)   Share Reserve. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.

      4.    Administration of the Plan.

            (a)   Procedure.

                  (i)   Multiple Administrative Bodies. Different Committees
with respect to different groups of Service Providers may administer the Plan.

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                  (ii)  Section 162(m). To the extent that the Administrator
determines it to be desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan will be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                  (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under
Rule 16b-3.

                  (iv)  Other Administration. Other than as provided above, the
Plan will be administered by (A) the Board or (B) a Committee, which committee
will be constituted to satisfy Applicable Laws.

            (b)   Powers of the Administrator. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in
its discretion:

                  (i)   to determine the Fair Market Value;

                  (ii)  to select the Service Providers to whom Awards may be
granted hereunder;

                  (iii) to determine the number of Shares to be covered by each
Award granted hereunder;

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

                  (v)   to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Awards may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Award or the Shares relating thereto,
based in each case on such factors as the Administrator will determine;

                  (vi)  to institute an Exchange Program;

                  (vii) to construe and interpret the terms of the Plan and
Awards granted pursuant to the Plan;

                  (viii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws;

                  (ix)  to modify or amend each Award (subject to Section 17(c)
of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Awards longer than is otherwise
provided for in the Plan;

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                  (x)   to allow Participants to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Award that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld (the Fair Market Value
of the Shares to be withheld will be determined on the date that the amount of
tax to be withheld is to be determined and all elections by a Participant to
have Shares withheld for this purpose will be made in such form and under such
conditions as the Administrator may deem necessary or advisable);

                  (xi)  to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Award previously
granted by the Administrator;

                  (xii) to allow a Participant to defer the receipt of the
payment of cash or the delivery of Shares that would otherwise be due to such
Participant under an Award

                  (xiii) to make all other determinations deemed necessary or
advisable for administering the Plan.

            (c)   Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations will be final and binding on all
Participants and any other holders of Awards.

      5.    Eligibility. Nonstatutory Stock Options, Restricted Stock, Stock
Appreciation Rights, Performance Units and Performance Shares may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees.

      6.    Stock Options.

            (a)   Limitations.

                  (i)   Each Option will be designated in the Award Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options will be treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options will be taken into account in the order in
which they were granted. The Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted.

                  (ii)  The following limitations will apply to grants of
Options and Stock Appreciation Rights:

                        (1)   No Service Provider will be granted, in any Fiscal
Year, Options to purchase more than 1,500,000 Shares.

                        (2)   In connection with his or her initial service, a
Service Provider may be granted Options to purchase up to an additional
1,500,000 Shares, which will not count against the limit set forth in Section
6(a)(2)(ii)(1) above.

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                        (3)   The foregoing limitations will be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.

                        (4)   If an Option is cancelled in the same Fiscal Year
in which it was granted (other than in connection with a transaction described
in Section 13), the cancelled Option will be counted against the limits set
forth in subsections (1) and (2) above. For this purpose, if the exercise price
of an Option is reduced, the transaction will be treated as a cancellation of
the Option and the grant of a new Option.

            (b)   Term of Option. The term of each Option will be stated in the
Award Agreement. In the case of an Incentive Stock Option, the term will be ten
(10) years from the date of grant or such shorter term as may be provided in the
Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option will be five (5) years from the date of grant or such
shorter term as may be provided in the Award Agreement.

            (c)   Option Exercise Price and Consideration.

                  (i)  Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option will be determined by the
Administrator, subject to the following:

                       (1)   In the case of an Incentive Stock Option

                             a)    granted to an Employee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary, the per Share exercise price will be no less than 110% of the
Fair Market Value per Share on the date of grant.

                             b)    granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per Share exercise
price will be no less than 100% of the Fair Market Value per Share on the date
of grant.

                             c)    Notwithstanding the foregoing, Incentive
Stock Options may be granted with a per Share exercise price of less than 100%
of the Fair Market Value per Share on the date of grant pursuant to a
transaction described in, and in a manner consistent with, Section 424(a) of the
Code.

                       (2)   In the case of a Nonstatutory Stock Option, the per
Share exercise price will be determined by the Administrator. In the case of a
Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price will be no less than 100% of the Fair Market Value per Share on
the date of grant.

                  (ii)  Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the
Option may be exercised.

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            (iii) Form of Consideration. The Administrator will determine the
acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator will
determine the acceptable form of consideration at the time of grant. Such
consideration may consist entirely of: (1) cash; (2) check; (3) promissory note;
(4) other Shares, provided Shares acquired directly or indirectly from the
Company, (A) have been owned by the Participant and not subject to substantial
risk of forfeiture 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 Option will be exercised; (5)
consideration received by the Company under a cashless exercise program
implemented by the Company in connection with the Plan; (6) a reduction in the
amount of any Company liability to the Participant, including any liability
attributable to the Participant's participation in any Company-sponsored
deferred compensation program or arrangement; (7) any combination of the
foregoing methods of payment; or (8) such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws.

      (d)   Exercise of Option.

            (i)   Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Award Agreement. An Option may not be exercised for a fraction of a
Share.

                  An Option will be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Award
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the Plan. Shares issued
upon exercise of an Option will be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a stockholder will
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company will issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13 of the Plan.

            Exercising an Option in any manner will decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

            (ii)  Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain
exercisable for three (3) months following the Participant's termination. Unless
otherwise provided by the Administrator, if on the


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date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to
the Plan. If after termination the Participant does not exercise his or her
Option within the time specified by the Administrator, the Option will
terminate, and the Shares covered by such Option will revert to the Plan.

            (iii) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Award Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award
Agreement, the Option will remain exercisable for twelve (12) months following
the Participant's termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan. If after termination the Participant does not exercise his
or her Option within the time specified herein, the Option will terminate, and
the Shares covered by such Option will revert to the Plan.

            (iv)  Death of Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant's death within
such period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of death (but in no event may the option be
exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant's designated beneficiary, provided such
beneficiary has been designated prior to Participant's death in a form
acceptable to the Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative of the Participant's estate or by the person(s) to whom the
Option is transferred pursuant to the Participant's will or in accordance with
the laws of descent and distribution. In the absence of a specified time in the
Award Agreement, the Option will remain exercisable for twelve (12) months
following Participant's death. Unless otherwise provided by the Administrator,
if at the time of death Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will
immediately revert to the Plan. If the Option is not so exercised within the
time specified herein, the Option will terminate, and the Shares covered by such
Option will revert to the Plan.

      7.    Restricted Stock.

            (a)   Grant of Restricted Stock. Subject to the terms and provisions
of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the
Administrator, in its sole discretion, will determine.

            (b)   Restricted Stock Agreement. Each Award of Restricted Stock
will be evidenced by an Award Agreement that will specify the Period of
Restriction, the number of Shares granted, and such other terms and conditions
as the Administrator, in its sole discretion, will determine. Unless the
Administrator determines otherwise, Shares of Restricted Stock will be held by
the Company as escrow agent until the restrictions on such Shares have lapsed.

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            (c)   Transferability. Except as provided in this Section 7, Shares
of Restricted Stock may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated until the end of the applicable Period of
Restriction.

            (d)   Other Restrictions. The Administrator, in its sole discretion,
may impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

            (e)   Removal of Restrictions. Except as otherwise provided in this
Section 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after
the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.

            (f)   Voting Rights. During the Period of Restriction, Service
Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines
otherwise.

            (g)   Dividends and Other Distributions. During the Period of
Restriction, Service Providers holding Shares of Restricted Stock will be
entitled to receive all dividends and other distributions paid with respect to
such Shares unless otherwise provided in the Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares will be subject to the
same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.

            (h)   Return of Restricted Stock to Company. On the date set forth
in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant
under the Plan.

      8.    Stock Appreciation Rights.

            (a)   Grant of SARs. Subject to the terms and conditions of the
Plan, a SAR may be granted to Service Providers at any time and from time to
time as will be determined by the Administrator, in its sole discretion. The
Administrator may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any
combination thereof.

            (b)   Number of Shares. The Administrator will have complete
discretion to determine the number of SARs granted to any Service Provider.

            (c)   Exercise Price and Other Terms. The Administrator, subject to
the provisions of the Plan, will have complete discretion to determine the terms
and conditions of SARs granted under the Plan. However, the exercise price of
Tandem or Affiliated SARs will equal the exercise price of the related Option.

            (d)   Exercise of Tandem SARs. Tandem SARs may be exercised for all
or part of the Shares subject to the related Option upon the surrender of the
right to exercise the equivalent portion of the related Option. A Tandem SAR may
be exercised only with respect to the Shares for which its related Option is
then exercisable. With respect to a Tandem SAR granted in connection with an
Incentive Stock Option: (a) the Tandem SAR will expire no later than the
expiration of the


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underlying Incentive Stock Option; (b) the value of the payout with respect to
the Tandem SAR will be for no more than one hundred percent (100%) of the
difference between the exercise price of the underlying Incentive Stock Option
and the Fair Market Value of the Shares subject to the underlying Incentive
Stock Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR
will be exercisable only when the Fair Market Value of the Shares subject to the
Incentive Stock Option exceeds the Exercise Price of the Incentive Stock Option.

            (e)   Exercise of Affiliated SARs. An Affiliated SAR will be deemed
to be exercised upon the exercise of the related Option. The deemed exercise of
an Affiliated SAR will not necessitate a reduction in the number of Shares
subject to the related Option.

            (f) Exercise of Freestanding SARs. Freestanding SARs will be
exercisable on such terms and conditions as the Administrator, in its sole
discretion, will determine.

            (g)   SAR Agreement. Each SAR grant will be evidenced by an Award
Agreement that will specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

            (h)   Expiration of SARs. An SAR granted under the Plan will expire
upon the date determined by the Administrator, in its sole discretion, and set
forth in the Award Agreement. Notwithstanding the foregoing, the rules of
Section 6(d) also will apply to SARs.

            (i)   Payment of SAR Amount. Upon exercise of an SAR, a Participant
will be entitled to receive payment from the Company in an amount determined by
multiplying:

                  (i) The difference between the Fair Market Value of a Share on
the date of exercise over the exercise price; times

                  (ii) The number of Shares with respect to which the SAR is
exercised.

      At the discretion of the Administrator, the payment upon SAR exercise may
be in cash, in Shares of equivalent value, or in some combination thereof.

      9.    Performance Units and Performance Shares.

            (a)   Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Service Providers at any time and from time
to time, as will be determined by the Administrator, in its sole discretion. The
Administrator will have complete discretion in determining the number of
Performance Units and Performance Shares granted to each Participant.

            (b)   Value of Performance Units/Shares. Each Performance Unit will
have an initial value that is established by the Administrator on or before the
date of grant. Each Performance Share will have an initial value equal to the
Fair Market Value of a Share on the date of grant.

            (c)   Performance Objectives and Other Terms. The Administrator will
set performance objectives or other vesting provisions in its discretion which,
depending on the extent to which they are met, will determine the number or
value of Performance Units/Shares that will be


                                                                            -12-
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paid out to the Service Providers. The time period during which the performance
objectives or other vesting provisions must be met will be called the
"Performance Period." Each Award of Performance Units/Shares will be evidenced
by an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine. The Administrator may set performance objectives based upon the
achievement of Company-wide, divisional, or individual goals, applicable federal
or state securities laws, or any other basis determined by the Administrator in
its discretion.

            (d)   Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares earned by
the Participant over the Performance Period, to be determined as a function of
the extent to which the corresponding performance objectives or other vesting
provisions have been achieved. After the grant of a Performance Unit/Share, the
Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Performance Unit/Share.

            (e)   Form and Timing of Payment of Performance Units/Shares.
Payment of earned Performance Units/Shares will be made as soon as practicable
after the expiration of the applicable Performance Period. The Administrator, in
its sole discretion, may pay earned Performance Units/Shares in the form of
cash, in Shares (which have an aggregate Fair Market Value equal to the value of
the earned Performance Units/Shares at the close of the applicable Performance
Period) or in a combination thereof.

            (f)   Cancellation of Performance Units/Shares. On the date set
forth in the Award Agreement, all unearned or unvested Performance Units/Shares
will be forfeited to the Company, and again will be available for grant under
the Plan.

      10.   Formula Option Grants to Outside Directors.

      All grants of Options to Outside Directors pursuant to this Section will
be automatic and nondiscretionary and will be made in accordance with the
following provisions:

            (a)   Type of Option. All Options granted pursuant to this Section
will be Nonstatutory Stock Options and, except as otherwise provided herein,
will be subject to the other terms and conditions of the Plan.

            (b)   No Discretion. No person will have any discretion to select
which Outside Directors will be granted Options under this Section or to
determine the number of Shares to be covered by such Options (except as provided
in Sections 10(f) and 13).

            (c)   First Option. Each person who first becomes an Outside
Director following the Registration Date will be automatically granted an Option
to purchase 20,000 Shares (the "First Option") on or about the date on which
such person first becomes an Outside Director, whether through election by the
stockholders of the Company or appointment by the Board to fill a vacancy;
provided, however, that an Inside Director who ceases to be an Inside Director,
but who remains a Director, will not receive a First Option.

                                                                            -13-
<PAGE>
            (d)   Subsequent Option. Each Outside Director will be automatically
granted an Option to purchase 15,000 Shares (a "Subsequent Option") on each date
of the annual meeting of the stockholders of the Company beginning in 2005, if
as of such date, he or she will have served on the Board for at least the
preceding six (6) months.

            (e)   Terms. The terms of each Option granted pursuant to this
Section will be as follows:

                  (i)   The term of the Option will be ten (10) years.

                  (ii)  The exercise price per Share will be 100% of the Fair
Market Value per Share on the date of grant of the Option.

                  (iii) Subject to Section 14, the First Option will vest and
become exercisable as to 33 1/3% of the Shares subject to such First Option on
each anniversary of its date of grant, provided that the Participant continues
to serve as a Director through each such date.

                  (iv)  Subject to Section 14, the Subsequent Option will vest
and become exercisable as to 100% of the Shares subject to such Option on the
date of grant, provided that the Participant continues to serve as a Director
through such date.

                  (v)   If an Outside Director ceases to be a Director, other
than upon the Outside Director's death, Disability or Retirement, the Outside
Director may exercise his or her Option granted pursuant to this Section 10
within twelve (12) months following such termination to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option). If an Outside Director ceases to be a
Director as a result of the Outside Director's death, Disability or Retirement,
the Outside Director may exercise his or her Option granted pursuant to this
Section 10 within three years of such termination (but in no event later than
the expiration of the term of such Option as set forth in the Award Agreement).
If on the date of termination the Outside Director is not vested as to his or
her entire Option granted pursuant to this Section 10, the Shares covered by the
unvested portion of the Option will revert to the Plan. If after termination the
Outside Director does not exercise his or her Option within the time specified
herein, the Option will terminate, and the Shares covered by such Option will
revert to the Plan.

            (f) Amendment. The Administrator in its discretion may change the
number of Shares subject to the First Options and Subsequent Options.

      11.   Leaves of Absence. Unless the Administrator provides otherwise,
vesting of Awards granted hereunder will be suspended during any unpaid leave of
absence. A Service Provider will not cease to be an Employee in the case of (i)
any leave of absence approved by the Company or (ii) transfers between locations
of the Company or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, then three months following the 91st day of such
leave any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

                                                                            -14-
<PAGE>
      12.   Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as
the Administrator deems appropriate.

      13.   Adjustments; Dissolution or Liquidation; Merger or Change in
Control.

            (a)   Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, or other change in the corporate
structure of the Company affecting the Shares occurs, the Administrator, in
order to prevent diminution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, may (in its sole discretion)
adjust the number and class of Shares that may be delivered under the Plan
and/or the number, class, and price of Shares covered by each outstanding Award,
the numerical Share limits in Sections 3 and 6 of the Plan and the number of
Shares issuable pursuant to Section 10.

            (b)   Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. To the extent it has not been previously exercised, an Award will
terminate immediately prior to the consummation of such proposed action.

            (c)   Change in Control. In the event of a Change in Control, each
outstanding Award will be assumed or an equivalent option or right substituted
by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or
substitute for the Award, the Participant will fully vest in and have the right
to exercise all of his or her outstanding Options and Stock Appreciation Rights,
including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock shall lapse, and, with respect
to Performance Shares and Performance Units, all performance goals will be
deemed achieved at target levels and all other terms and conditions met. In
addition, if an Option or Stock Appreciation Right becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Change in
Control, the Administrator will notify the Participant in writing or
electronically that the Option or Stock Appreciation Right will be fully vested
and exercisable for a period of time determined by the Administrator in its sole
discretion, and the Option or Stock Appreciation Right will terminate upon the
expiration of such period.

            With respect to Awards granted to an Outside Director that are
assumed or substituted for, if on the date of or following such assumption or
substitution the Participant's status as a Director or a director of the
successor corporation, as applicable, is terminated other than upon a voluntary
resignation by the Participant, then the Participant will fully vest in and have
the right to exercise Options and/or Stock Appreciation Rights as to all of the
Optioned Stock, including Shares as to which such Awards would not otherwise be
vested or exercisable, all restrictions on Restricted Stock shall lapse, and,
with respect to Performance Shares and Performance Units, all performance goals
will be deemed achieved at target levels and all other terms and conditions met.

                                                                            -15-
<PAGE>
            For the purposes of this subsection (c), an Award will be considered
assumed if, following the Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the Change in Control, the consideration (whether stock, cash, or other
securities or property) or, in the case of a Stock Appreciation Right upon the
exercise of which the Administrator determines to pay cash or a Performance
Share or Performance Unit which the Administrator can determine to pay in cash,
the fair market value of the consideration received in the merger or Change in
Control 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 Change in Control
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 an Option or Stock
Appreciation Right or upon the payout of a Performance Share or Performance
Unit, for each Share subject to such Award (or in the case of Performance Units,
the number of implied shares determined by dividing the value of the Performance
Units by the per share consideration received by holders of Common Stock in the
Change in Control), 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 Change in Control.

            Notwithstanding anything in this Section 13(c) to the contrary, an
Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor
modifies any of such performance goals without the Participant's consent;
provided, however, a modification to such performance goals only to reflect the
successor corporation's post-Change in Control corporate structure will not be
deemed to invalidate an otherwise valid Award assumption.

      14.   No Effect on Employment or Service. Neither the Plan nor any Award
will confer upon a Participant any right with respect to continuing the
Participant's relationship as a Service Provider with the Company, nor will they
interfere in any way with the Participant's right or the Company's right to
terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.

      15. Date of Grant. The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination will be provided to each Participant within a
reasonable time after the date of such grant.

      16.   Term of Plan. Subject to Section 20 of the Plan, the Plan will
become effective upon its adoption by the Board. It will continue in effect for
a term of five (5) years unless terminated earlier under Section 17 of the Plan.

      17.   Amendment and Termination of the Plan.

            (a)   Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan.

                                                                            -16-
<PAGE>
            (b)   Stockholder Approval. The Company will obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

            (c)   Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Participant,
unless mutually agreed otherwise between the Participant and the Administrator,
which agreement must be in writing and signed by the Participant and the
Company. Termination of the Plan will not affect the Administrator's ability to
exercise the powers granted to it hereunder with respect to Awards granted under
the Plan prior to the date of such termination.

      18.   Conditions Upon Issuance of Shares.

            (a)   Legal Compliance. Shares will not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares will comply with Applicable Laws and will be further
subject to the approval of counsel for the Company with respect to such
compliance.

            (b)   Investment Representations. 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 counsel for the Company, such a representation is
required.

      19.   Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, will relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.

      20.   Stockholder Approval. The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.



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