Exhibit 10.8

CONCEPTUS, INC.

AMENDED AND RESTATED  2002 NON-QUALIFIED STOCK OPTION PLAN

(Effective as of August 8, 2002)
(Amended and Restated December 16, 2005)

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TABLE OF CONTENTS

|    |  |                                                                  |  | Page
|--- |  | ---------------------------------------------------------------- |  | ----
|1.  |  | PURPOSES OF THE PLAN                                             |  | 1   
|2.  |  | DEFINITIONS                                                      |  | 1   
|3.  |  | STOCK SUBJECT TO THE PLAN                                        |  | 3   
|4.  |  | ADMINISTRATION OF THE PLAN                                       |  | 3   
|5.  |  | ELIGIBILITY                                                      |  | 4   
|6.  |  | LIMITATIONS                                                      |  | 5   
|7.  |  | TERM OF PLAN                                                     |  | 5   
|8.  |  | TERM OF OPTION                                                   |  | 5   
|9.  |  | OPTION EXERCISE PRICE AND CONSIDERATION                          |  | 5   
|10. |  | EXERCISE OF OPTION                                               |  | 6   
|11. |  | NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS         |  | 8   
|12. |  | STOCK PURCHASE RIGHTS                                            |  | 8   
|13. |  | ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE |  | 8   
|14. |  | TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS               |  | 10  
|15. |  | AMENDMENT AND TERMINATION OF THE PLAN                            |  | 10  
|16. |  | INABILITY TO OBTAIN AUTHORITY                                    |  | 11  
|17. |  | RESERVATION OF SHARES                                            |  | 11  
|18. |  | INVESTMENT INTENT                                                |  | 11  
|19. |  | GOVERNING LAW                                                    |  | 11  

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CONCEPTUS, INC.

AMENDED AND RESTATED  2002 NON-QUALIFIED STOCK OPTION PLAN

1.     Purposes
of the Plan.    The purposes of the Conceptus, Inc. Amended and Restated 2002 Non-Qualified Stock
Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to the Employees and Consultants of the Company and to
promote the success of the Company's business.

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



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3.     Stock
Subject to the Plan.    Subject to the provisions of Section 13 of the Plan, the shares of stock subject to Options or
Stock Purchase Rights shall be Common Stock, initially shares of the Company's Common Stock, par value $0.003 per share. Subject to the provisions of Section 13 of the Plan, the maximum
aggregate number of Shares which may be issued upon exercise of such Options or Stock Purchase Rights is 1,000,000 Shares. Shares issued upon exercise of Options or Stock Purchase Rights may be
authorized but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were
subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares which are delivered by the Holder or withheld by the Company upon the exercise
of an Option or Stock Purchase Rights under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the
limitations of this Section 3. If Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4.     Administration
of the Plan.



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5.     Eligibility.    Non-Qualified
Stock Options and Stock Purchase Rights may be granted under this Plan only to the
following classes of persons: (i) except as provided in (ii) below, Consultants and Employees who are not Officers or Directors of the Company, and (ii) newly hired Employees
(including Employees who will become Officers or Directors of the Company) and who have not previously been employed by the Company and with respect to whom Options are to be granted as an inducement
essential to such Employees' entering into employment contracts with the Company.

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

6.     Limitations.



7.     Term
of Plan.    The Plan shall become effective upon its initial adoption by the Board and shall continue in effect until it is
terminated under Section 15 of the Plan. No Options or Stock Purchase Rights may be issued under the Plan after the tenth (10th) anniversary of the date upon which the Plan is initially adopted
by the Board.

8.     Term
of Option.    The term of each Option shall be stated in the Option Agreement;provided,
however, that the term shall be no more than ten (10) years from the date of grant thereof.

9.     Option
Exercise Price and Consideration.



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10.   Exercise of Option.



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11.   Non-Transferability
of Options and Stock Purchase Rights.    Options and Stock Purchase Rights 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 Holder, only by
the Holder.

12.   Stock
Purchase Rights.



13.   Adjustments
upon Changes in Capitalization, Merger or Asset Sale.



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14.   Time
of Granting Options and Stock Purchase Rights.    The date of grant of an Option or Stock Purchase Right shall, for all
purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the
determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

15.   Amendment
and Termination of the Plan.



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16.   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, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.

17.   Reservation
of Shares.    The Company, during the term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.

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

19.   Governing
Law.    The validity and enforceability of this Plan shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to otherwise governing principles of conflicts of law.

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