CV THERAPEUTICS INC
S-8, 1998-01-22
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>

As filed with the Securities and Exchange Commission on January 22, 1998 
                                                    Registration 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              CV THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE               _________________             43-1570294 
 (State of Incorporation)                                  (I.R.S. employer 
                                                          Identification No.) 

                                _________________
                                3172 PORTER DRIVE
                          PALO ALTO, CALIFORNIA  94304
                                 (650) 812-0585
          (Address and telephone number of principal executive offices)
                                _________________
                           1994 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                           LOUIS G. LANGE, M.D., PH.D.
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                              CV THERAPEUTICS, INC.
                                3172 PORTER DRIVE
                              PALO ALTO, CA  94304
                                 (650) 812-0585
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
                                _________________
                                   Copies to:
                             Alan C. Mendelson, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                        Palo Alto, California 94306-2155
                                 (650) 843-5000
                                _________________

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
    TITLE OF      AMOUNT  TO BE     PROPOSED        PROPOSED       AMOUNT OF 
  SECURITIES TO    REGISTERED        MAXIMUM         MAXIMUM      REGISTRATION 
  BE REGISTERED                  OFFERING PRICE     AGGREGATE         FEE 
                                  PER SHARE (1)  OFFERING PRICE 
                                                       (1) 
- --------------------------------------------------------------------------------
  Stock Options     1,000,000    $8.875-$9.164      $8,906,790      $2,628
   and Common 
   Stock (par 
   value $.001) 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457 under the Securities Act of 1933, as
     amended (the "Securities Act").  The offering price per share and aggregate
     offering price are based upon (a) the weighted average exercise price, for
     shares subject to options previously granted under the Registrant's 1994
     Equity Incentive Plan (the "94 Plan") and (b) the average of the high and
     low prices of the Registrant's Common Stock as reported on the NASDAQ
     National Market System on January 14, 1998 for shares issuable pursuant to
     the 1994 Plan.

                                                     Total Number of Pages:
                                                     Exhibit Index at Page:
<PAGE>

       EXPLANATORY NOTE AND INCORPORATION BY REFERENCE OF CONTENTS OF 
          REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-19389)

     This Registration Statement on Form S-8 is being filed for the purpose 
of registering an additional 1,000,000 shares of the Company's Common Stock 
to be issued pursuant to the Company's 1994 Equity Incentive Plan, as amended 
(the "1994 Plan").  The Registration Statement on Form S-8 filed with the 
Securities and Exchange Commission on January 8, 1997 (File No. 333-19389) is 
incorporated by reference herein with such modifications as are set forth 
below.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     As of the date of this Prospectus, Cooley Godward LLP owns a warrant to 
purchase 2,500 units at a price of $.50 per unit with each unit consisting of 
one share of Common Stock and one warrant to purchase one-half share of 
Common Stock at an exercise price of $20.00 per share.  GC&H Investments, a 
general partnership formed by the partners of Cooley Godward LLP for 
investment purposes, owns 10,675 shares of the Company's Common Stock and a 
warrant to purchase 875 shares of the Company's Common Stock at an exercise 
price of $20.00 per share.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company has entered into indemnification agreements with 
substantially all of its officers and directors for the indemnification of, 
and advancement of expenses to, such persons to the full extent permitted by 
law.

                                    EXHIBITS
EXHIBIT
NUMBER

5.1       Opinion of Cooley Godward LLP.

10.46     1994 Equity Incentive Plan, as amended.

23.1      Consent of Ernst & Young LLP, Independent Auditors.

23.2      Consent of Cooley Godward LLP is contained in Exhibit 5.1.

24        Power of Attorney is contained on the signature pages.

                                       2.
<PAGE>


                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Palo Alto, State of 
California, on January 20, 1998.
     
     
                              CV THERAPEUTICS, INC.
     
     
     
                              By:  /s/ Louis G. Lange, M.D., Ph.D.
                                   -----------------------------------------
                                   Louis G. Lange, M.D., Ph.D.
                                   Chairman of the Board and Chief Executive
                                   Officer
     
     
                            POWER OF ATTORNEY
     
     
             KNOW ALL PERSONS BY THESE PRESENTS, that each person whose 
signature appears below constitutes and appoints Louis G. Lange, M.D., Ph.D. 
his or her true and lawful attorney-in-fact and agent, with full power of 
substitution and resubstitution, for him or her and in his or her name, place 
and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorney-in-fact and agent, full power and authority to do and perform each 
and every act and thing requisite and necessary to be done in connection 
therewith, as fully to all intents and purposes as he or she might or could 
do in person, hereby ratifying and confirming all that said attorney-in-fact 
and agent, or his substitutes or substitute, may lawfully do or cause to be 
done by virtue hereof.

                                       3.
<PAGE>

        Pursuant to the requirements of the Securities Act of 1933, as 
amended, this Registration Statement has been signed by the following persons 
in the capacities and on the dates indicated. 

<TABLE>
<CAPTION>

 Signature                                    Title                                                 Date 
<S>                                     <C>                                                        <C>
 
/s/ Louis G. Lange, M.D., Ph.D.
- ----------------------------------            Chairman of the Board and Chief Executive             January 20, 1998 
Louis G. Lange, M.D., Ph.D.                   Officer (Principal Executive Officer) 

/s/ Daniel K. Spiegelman
- ----------------------------------            Chief Financial Officer (Principal Financial          January 20, 1998 
Daniel K. Spiegelman                          and Accounting Officer) 
 
/s/ Samuel D. Colella 
- ----------------------------------            Director                                              January 20, 1998 
Samuel D. Colella 
 
/s/ Thomas L. Gutshall  
- ----------------------------------            Director                                              January 20, 1998 
Thomas L. Gutshall 
 
/s/ David P. Holveck 
- ----------------------------------            Director                                              January 20, 1998 
David P. Holveck 
 
/s/ Barbara J. McNeil, M.D., Ph.D.
- ----------------------------------            Director                                              January 20, 1998 
Barbara J. McNeil, M.D., Ph.D. 
 
/s/ Costa G. Sevastopoulos, Ph.D. 
- ----------------------------------            Director                                              January 20, 1998 
Costa G. Sevastopoulos, Ph.D. 
 
/s/ J. Leighton Read, M.D. 
- ----------------------------------            Director                                              January 20, 1998 
J. Leighton Read, M.D. 
 
/s/ Isaac Stein
- ----------------------------------            Director                                              January 20, 1998  
Isaac Stein

</TABLE>

                                       4.
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER         DESCRIPTION                                SEQUENTIAL PAGE NUMBER

 5     Opinion of Cooley Godward LLP.   

10.46  1994 Equity Incentive Plan, as amended.    

23.1   Consent of Ernst & Young LLP, Independent Auditors.  

23.2   Consent of Cooley Godward LLP is contained in 
       Exhibit 5 to this Registration Statement.     

24     Power of Attorney is contained on the signature pages.    




<PAGE>

                           [COOLEY GODWARD LLP LETTERHEAD]

January 22, 1998

CV Therapeutics, Inc.
3172 Porter Drive
Palo Alto, California  94304

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection 
with the filing by CV Therapeutics, Inc. (the "Company") of a Registration 
Statement on Form S-8 (the "Registration Statement") with the Securities and 
Exchange Commission covering the offering of up to 1,000,000 shares of the 
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 1994 
Equity Incentive Plan (the "Plan").

In connection with this opinion, we have examined the Registration Statement, 
the Company's Amended and Restated Certificate of Incorporation and Restated 
By-laws and such other documents, records, certificates, memoranda and other 
instruments as we deem necessary as a basis for this opinion.  We have 
assumed the genuineness and authenticity of all documents submitted to us as 
originals, the conformity to originals of all documents submitted to us as 
copies thereof, and the due execution and delivery of all documents where due 
execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion 
that the Shares, when sold and issued in accordance with the Plan, the option 
agreements and the Registration Statement, will be validly issued, fully 
paid, and nonassessable (except as to shares issued pursuant to certain 
deferred payment arrangements, which will be fully paid and nonassessable 
when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration 
Statement.

Very truly yours,

Cooley Godward LLP

/s/ Alan C. Mendelson

Alan C. Mendelson

<PAGE>

                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration 
Statement (Form S-8) pertaining to the 1994 Equity Incentive Plan, as amended 
of CV Therapeutics, Inc. of our report dated March 4, 1997 with respect to 
the consolidated financial statements of CV Therapeutics, Inc. included in 
its Annual Report (Form 10-K), as amended, for the year ended December 31, 
1996, filed with the Securities and Exchange Commission.

                                       /S/ ERNST & YOUNG LLP

Palo Alto, California
January 21, 1998


<PAGE>

                              CV THERAPEUTICS, INC.
                           1994 EQUITY INCENTIVE PLAN


       AMENDED AND RESTATED BY THE BOARD OF DIRECTORS ON NOVEMBER 17, 1997

               APPROVED BY THE STOCKHOLDERS ON ________________

     1.   PURPOSES.

          (a)  The purpose of the 1994 Equity Incentive Plan (the "Plan") is to
provide a means by which employees and directors of and consultants to the
Company, and its Affiliates, may be given an opportunity to benefit from
increases in value of the common stock of the Company ("Common Stock") through
the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses, (iv) rights to purchase restricted stock, and (v) stock
appreciation rights, all as defined below.

          (b)  The Company, by means of the Plan, seeks to retain the services
of persons who are now Employees or Directors of or Consultants to the Company,
to secure and retain the services of new Employees, Directors and Consultants,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company.

          (c)  The Company intends that the Stock Awards issued under the Plan
shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to paragraph 6 hereof, including
Incentive Stock Options and Nonstatutory Stock Options, (ii) stock bonuses or
rights to purchase restricted stock granted pursuant to paragraph 7 hereof, or
(iii) Stock Appreciation Rights granted pursuant to paragraph 8 hereof.  All
Options shall be separately designated Incentive Stock Options or Nonstatutory
Stock Options at the time of grant, and in such form as issued pursuant to
Section 6, and a separate certificate or certificates will be issued for shares
purchased on exercise of each type of Option.

     2.   DEFINITIONS.

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

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

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

          (d)  "COMMITTEE" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.

          (e)  "COMPANY" means CV Therapeutics, Inc., a Delaware corporation.

<PAGE>

          (f)  "CONCURRENT STOCK APPRECIATION RIGHT" or "CONCURRENT RIGHT" means
a right granted pursuant to subsection 8(b)(ii) of the Plan.

          (g)  "CONSULTANT" means any person, including an advisor, engaged by
the Company or an Affiliate to render consulting services and who is compensated
for such services, provided that the term "Consultant" shall not include
Directors who are paid only a director's fee by the Company or who are not
compensated by the Company for their services as Directors.

          (h)  "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means
the employment or relationship as a Director or Consultant is not interrupted or
terminated by the Company or any Affiliate.  The Board, in its sole discretion,
may determine whether Continuous Status as an Employee, Director or Consultant
shall be considered interrupted in the case of:  (i) any leave of absence
approved by the Board, including sick leave, military leave, or any other
personal leave; provided, however, that for purposes of Incentive Stock Options
and Stock Appreciation Rights appurtenant thereto, any such leave may not exceed
ninety (90) days, unless reemployment upon the expiration of such leave is
guaranteed by contract (including certain Company policies) or statute; or
(ii) transfers between locations of the Company or between the Company,
Affiliates or its successor.

          (i)  "COVERED EXECUTIVE" means each Employee, Director or Consultant
subject to Section 16 of the Exchange Act with respect to the Company or each
Employee, Director or Consultant who would be subject to Section 16 of the
Exchange Act with respect to the Company if equity securities of the Company had
been registered under Section 12 of the Exchange Act.

          (j)  "DIRECTOR" means a member of the Board.

          (k)  "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company.  Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

          (l)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

          (m)  "FAIR MARKET VALUE" means, as of any date, the value of the
common stock of the Company determined as follows:  

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

                                       2
<PAGE>

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

          (n)  "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.

          (o)  "INDEPENDENT STOCK APPRECIATION RIGHT" or "INDEPENDENT RIGHT"
means a right granted under subsection 8(b)(iii) of the Plan.

          (p)  "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
of 1933 ("Regulation S-K"), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

          (q)  "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

          (r)  "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.

          (s)  "OPTION" means a stock option granted pursuant to the Plan.

          (t)  "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject to the terms and conditions of the Plan.

          (u)  "OPTIONEE" means an Employee, Director or Consultant who holds an
outstanding Option.

          (v)  "PLAN" means this 1994 Equity Incentive Plan.

          (w)  "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.

          (x)  "STOCK APPRECIATION RIGHT" means any of the various types of
rights which may be granted under Section 8 of the Plan.

          (y)  "STOCK AWARD" means any right granted under the Plan, including
any Option, any stock bonus, any right to purchase restricted stock, and any
Stock Appreciation Right.

                                       3
<PAGE>

          (z)  "STOCK AWARD AGREEMENT" means a written agreement between the 
Company and a holder of a Stock Award evidencing the terms and conditions of 
an individual Stock Award grant.  The Stock Award Agreement is subject to the 
terms and conditions of the Plan.

          (aa) "TANDEM STOCK APPRECIATION RIGHT" or "TANDEM RIGHT" means a right
granted under subsection 8(b)(i) of the Plan.

     3.   ADMINISTRATION.

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

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

               (1)  To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how Stock Awards shall be
granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory
Stock Option, a stock bonus, a right to purchase restricted stock, a Stock
Appreciation Right, or a combination of the foregoing; the provisions of each
Stock Award granted (which need not be identical), including the time or times
when a person shall be permitted to receive stock pursuant to a Stock Award;
whether a person shall be permitted to receive stock upon exercise of an
Independent Stock Appreciation Right; and the number of shares with respect to
which Stock Awards shall be granted to each such person.

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

               (3)  To amend the Plan or a Stock Award as provided in Section
14.

          (c)  The Board may delegate administration of the Plan to a committee
or committees ("Committee") of one or more members of the Board.  In the
discretion of the Board, a Committee may consist solely of two or more Outside
Directors, in accordance with Code Section 162(m), or solely of two or more Non-
Employee Directors, in accordance with 

Rule 16b-3.  If administration is delegated to a Committee, the Committee 
shall have, in connection with the administration of the Plan, the powers 
theretofore possessed by the Board (and references in this Plan to the Board 
shall thereafter be to the Committee), subject, however, to such resolutions, 
not inconsistent with the provisions of the Plan, as may be adopted from time 
to time by the Board.  The Board may abolish the Committee at any time and 
revest in the Board the administration of the Plan.

                                       4
<PAGE>

     4.   SHARES SUBJECT TO THE PLAN.

          (a)  Subject to the provisions of Section 13 relating to 
adjustments upon changes in stock, the stock that may be issued pursuant to 
Stock Awards shall not exceed in the aggregate 1,800,000 shares of the 
Company's common stock.  If any Stock Award shall for any reason expire or 
otherwise terminate without having been exercised in full (or vested in the 
case of Restricted Stock), the stock not acquired under such Stock Award 
shall again become available for the Plan.  Shares subject to Stock 
Appreciation Rights exercised in accordance with Section 8 of the Plan shall 
not be available for subsequent issuance under the Plan.

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

     5.   ELIGIBILITY.

          (a)  Incentive Stock Options and Stock Appreciation Rights appurtenant
thereto may be granted only to Employees.  Stock Awards other than Incentive
Stock Options and Stock Appreciation Rights appurtenant thereto may be granted
only to Employees, Directors or Consultants.

          (b)  No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of any
of its Affiliates unless the exercise price of such Incentive Stock Option is at
least one hundred ten percent (110%) of the Fair Market Value of such stock at
the date of grant and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date of grant.

          (c)  Subject to the provisions of Section 12 relating to adjustments
upon changes in the Common Stock, no person shall be eligible to be granted
Options and Stock Appreciation Rights covering more than one hundred thousand
(100,000) shares of the Company's common stock.

6.   OPTION PROVISIONS.

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

          (a)  TERM.  No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

          (b)  PRICE.  The exercise price of each Incentive Stock Option 
shall be not less than one hundred percent (100%) of the Fair Market Value of 
the stock subject to the Option on the date the Option is granted.  The 
exercise price of each Nonstatutory Stock Option shall be not less than 
eighty-five percent (85%) of the Fair Market Value of the stock subject to 
the Option 

                                       5
<PAGE>

on the date the Option is granted.  Notwithstanding the foregoing, an Option 
may be granted with an exercise price lower than that set forth in the 
preceding sentence if such Option is granted pursuant to an assumption or 
substitution for another option in a manner satisfying the provisions of 
Section 424(a) of the Code.

          (c)  CONSIDERATION.  The purchase price of stock acquired pursuant 
to an Option shall be paid, to the extent permitted by applicable statutes 
and regulations, either (i) in cash at the time the option is exercised, or 
(ii) at the discretion of the Board or the Committee, either at the time of 
the grant or exercise of the Option, (A) by delivery to the Company of other 
common stock of the Company, (B) according to a deferred payment or other 
arrangement (which may include, without limiting the generality of the 
foregoing, the use of other common stock of the Company) with the person to 
whom the Option is granted or to whom the Option is transferred pursuant to 
subsection 6(d), or (C) in any other form of legal consideration that may be 
acceptable to the Board.

     In the case of any deferred payment arrangement, interest shall be 
payable at least annually and shall be charged at the minimum rate of 
interest necessary to avoid the treatment as interest, under any applicable 
provisions of the Code, of any amounts other than amounts stated to be 
interest under the deferred payment arrangement.

          (d)  TRANSFERABILITY.  An Incentive Stock Option shall not be 
transferable except by will or by the laws of descent and distribution, and 
shall be exercisable during the lifetime of the person to whom the Incentive 
Stock Option is granted only by such person.  A Nonstatutory Stock Option may 
be transferred to the extent expressly provided in the Option Agreement.  The 
person to whom the Option is granted may, by delivering written notice to the 
Company, in a form satisfactory to the Company, designate a third party who, 
in the event of the death of the Optionee, shall thereafter be entitled to 
exercise the Option.

          (e)  VESTING.  The total number of shares of stock subject to an 
Option may, but need not, be allotted in periodic installments (which may, 
but need not, be equal).  The Option Agreement may provide that from time to 
time during each of such installment periods, the Option may become 
exercisable ("vest") with respect to some or all of the shares allotted to 
that period, and may be exercised with respect to some or all of the shares 
allotted to such period and/or any prior period as to which the Option became 
vested but was not fully exercised.  The Option may be subject to such other 
terms and conditions on the time or times when it may be exercised (which may 
be based on performance criteria) as the Board may deem appropriate.  The 
provisions of this subsection 6(e) are subject to any Option provisions 
governing the minimum number of shares as to which an Option may be exercised.

          (f)  SECURITIES LAW COMPLIANCE.  The Company may require any 
Optionee, or any person to whom an Option is transferred under subsection 
6(d), as a condition of exercising any such Option, (1) to give written 
assurances satisfactory to the Company as to the Optionee'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; and (2) to give written 
assurances satisfactory to the Company stating that such person is acquiring 

                                       6
<PAGE>

the stock subject to the Option for such person's own account and not with 
any present intention of selling or otherwise distributing the stock.  These 
requirements, and any assurances given pursuant to such requirements, shall 
be inoperative if (i) the issuance of the shares upon the exercise of the 
Option has been registered under a then currently effective registration 
statement under the Securities Act of 1933, as amended (the "Securities 
Act"), or (ii) as to any particular requirement, a determination is made by 
counsel for the Company that such requirement need not be met in the 
circumstances under the then applicable securities laws.

          (g)  TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR 
CONSULTANT.  In the event an Optionee's Continuous Status as an Employee, 
Director or Consultant terminates (other than upon the Optionee's death or 
disability), the Optionee may exercise his or her Option, but only within 
such period of time as is determined by the Board and only to the extent that 
the Optionee was entitled to exercise it at the date of termination (but in 
no event later than the expiration of the term of such Option as set forth in 
the Option Agreement).  If, at the date of termination, the Optionee is not 
entitled to exercise his or her entire Option, the shares covered by the 
unexercisable portion of the Option shall revert to the Plan.  If, after 
termination, the Optionee does not exercise his or her Option within the time 
specified in the Option Agreement, the Option shall terminate, and the shares 
covered by such Option shall revert to the Plan.

          (h)  DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous 
Status as an Employee, Director or Consultant terminates as a result of the 
Optionee's disability, the Optionee may exercise his or her Option, but only 
within twelve (12) months from the date of such termination (or such shorter 
or longer period specified in the Option Agreement), and only to the extent 
that the Optionee was entitled to exercise it at the date of such termination 
(but in no event later than the expiration of the term of such Option as set 
forth in the Option Agreement).  If, at the date of termination, the Optionee 
is not entitled to exercise his or her entire Option, the shares covered by 
the unexercisable portion of the Option shall revert to the Plan.  If, after 
termination, the Optionee does not exercise his or her Option within the time 
specified herein, the Option shall terminate, and the shares covered by such 
Option shall revert to the Plan.

          (i)  DEATH OF OPTIONEE.  In the event of the death of an Optionee, 
the Option may be exercised, at any time within eighteen (18) months 
following the date of death (or such shorter or longer period specified in 
the Option Agreement) (but in no event later than the expiration of the term 
of such Option as set forth in the Option Agreement), by the Optionee's 
estate or by a person who acquired the right to exercise the Option by 
bequest or inheritance, but only to the extent the Optionee was entitled to 
exercise the Option at the date of death.  If, at the time of death, the 
Optionee was not entitled to exercise his or her entire Option, the shares 
covered by the unexercisable portion of the Option shall revert to the Plan.  
If, after death, the Optionee's estate or a person who acquired the right to 
exercise the Option by bequest or inheritance does not exercise the Option 
within the time specified herein, the Option shall terminate, and the shares 
covered by such Option shall revert to the Plan.

          (j)  EARLY EXERCISE.  The Option may, but need not, include a 
provision whereby the Optionee may elect at any time while an Employee, 
Director or Consultant to exercise the Option as to any part or all of the 
shares subject to the Option prior to the full 

                                       7
<PAGE>

vesting of the Option.  Any unvested shares so purchased shall be subject to 
a repurchase right in favor of the Company or to any other restriction the 
Board determines to be appropriate.  Should the right of repurchase be 
assigned by the Company, the assignee shall pay the Company cash equal to the 
difference between the original purchase price and the stock's Fair Market 
Value if the original price is less than the stock's Fair Market Value.

          (k)  WITHHOLDING.  To the extent provided by the terms of an Option 
Agreement, the Optionee may satisfy any federal, state or local tax 
withholding obligation relating to the exercise of such Option by any of the 
following means or by a combination of such means:  (1) tendering a cash 
payment; (2) authorizing the Company to withhold shares from the shares of 
the common stock otherwise issuable to the participant as a result of the 
exercise of the Option; or (3) delivering to the Company owned and 
unencumbered shares of the common stock of the Company.

          (l)  RE-LOAD OPTIONS.  Without in any way limiting the authority of 
the Board or Committee to make or not to make grants of Options hereunder, 
the Board or Committee shall have the authority (but not an obligation) to 
include as part of any Option Agreement a provision entitling the Optionee to 
a further Option (a "Re-Load Option") in the event the Optionee exercises the 
Option evidenced by the Option agreement, in whole or in part, by 
surrendering other shares of Common Stock in accordance with this Plan and 
the terms and conditions of the Option Agreement.  Any such Re-Load Option 
(i) shall be for a number of shares equal to the number of shares surrendered 
as part or all of the exercise price of such Option; (ii) shall have an 
expiration date which is the same as the expiration date of the Option the 
exercise of which gave rise to such Re-Load Option; and (iii) shall have an 
exercise price which is equal to one hundred percent (100%) of the Fair 
Market Value of the Common Stock subject to the Re-Load Option on the date of 
exercise of the original Option or, in the case of a Re-Load Option which is 
an Incentive Stock Option and which is granted to a 10% stockholder (as 
described in subparagraph 5(c)), shall have an exercise price which is equal 
to one hundred ten percent (110%) of the Fair Market Value of the stock 
subject to the Re-Load Option on the date of exercise of the original Option 
and shall have a term not to exceed five (5) years.

     Any such Re-Load Option may be an Incentive Stock Option or a 
Nonstatutory Stock Option, as the Board or Committee may designate at the 
time of the grant of the original Option, provided, however, that the 
designation of any Re-Load Option as an Incentive Stock Option shall be 
subject to the one hundred thousand dollars ($100,000) annual limitation on 
exercisability of Incentive Stock Options described in subparagraph 12(d) of 
the Plan and in Section 422(d) of the Code.  There shall be no Re-Load 
Options on a Re-Load Option.  Any such Re-Load Option shall be subject to the 
availability of sufficient shares under subparagraph 4(a) and shall be 
subject to such other terms and conditions as the Board or Committee may 
determine.

     7.   TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

          Each stock bonus or restricted stock purchase agreement shall be in 
such form and shall contain such terms and conditions as the Board or the 
Committee shall deem appropriate.  The terms and conditions of stock bonus or 
restricted stock purchase agreements may change from time to time, and the 
terms and conditions of separate agreements need not be identical, but 

                                       8
<PAGE>

each stock bonus or restricted stock purchase agreement shall include 
(through incorporation of provisions hereof by reference in the agreement or 
otherwise) the substance of each of the following provisions as appropriate:

          (a)  PURCHASE PRICE.  The purchase price under each restricted 
stock purchase agreement shall be such amount as the Board or Committee shall 
determine and designate in such agreement.  Notwithstanding the foregoing, 
the Board or the Committee may determine that eligible participants in the 
Plan may be awarded stock pursuant to a stock bonus agreement in 
consideration for past services actually rendered to the Company or for its 
benefit.

          (b)  TRANSFERABILITY.  No rights under a stock bonus or restricted 
stock purchase agreement shall be assignable by any participant under the 
Plan, either voluntarily or by operation of law, except where such assignment 
is required by law or expressly authorized by the terms of the applicable 
stock bonus or restricted stock purchase agreement.

          (c)  CONSIDERATION.  The purchase price of stock acquired pursuant 
to a stock purchase agreement shall be paid either:  (i) in cash at the time 
of purchase; (ii) at the discretion of the Board or the Committee, according 
to a deferred payment or other arrangement with the person to whom the stock 
is sold; or (iii) in any other form of legal consideration that may be 
acceptable to the Board or the Committee in their discretion.  
Notwithstanding the foregoing, the Board or the Committee to which 
administration of the Plan has been delegated may award stock pursuant to a 
stock bonus agreement in consideration for past services actually rendered to 
the Company or for its benefit.

          (d)  VESTING.  Shares of stock sold or awarded under the Plan may, 
but need not, be subject to a repurchase option in favor of the Company in 
accordance with a vesting schedule to be determined by the Board or the 
Committee.

          (e)  TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR 
CONSULTANT.  In the event a Participant's Continuous Status as an Employee, 
Director or Consultant terminates, the Company may repurchase or otherwise 
reacquire any or all of the shares of stock held by that person which have 
not vested as of the date of termination under the terms of the stock bonus 
or restricted stock purchase agreement between the Company and such person.

     8.   STOCK APPRECIATION RIGHTS.

          (a)  The Board or Committee shall have full power and authority, 
exercisable in its sole discretion, to grant Stock Appreciation Rights to 
Employees or Directors of or Consultants to, the Company or its Affiliates 
under the Plan.  Each such right shall entitle the holder to a distribution 
based on the appreciation in the Fair Market Value per share of a designated 
amount of stock.

          (b)  Three types of Stock Appreciation Rights shall be authorized 
for issuance under the Plan:

                                       9
<PAGE>

               (i)  TANDEM STOCK APPRECIATION RIGHTS.  Tandem Rights will be 
granted appurtenant to an Option and will require the holder to elect between 
the exercise of the underlying Option for shares of stock and the surrender, 
in whole or in part, of such Option for an appreciation distribution equal to 
the excess of (A) the Fair Market Value (on the date of Option surrender) of 
vested shares of stock purchasable under the surrendered Option over (B) the 
aggregate exercise price payable for such shares.

               (ii)  CONCURRENT STOCK APPRECIATION RIGHTS.  Concurrent Rights 
will be granted appurtenant to an Option and may apply to all or any portion 
of the shares of stock subject to the underlying Option and will be exercised 
automatically at the same time the Option is exercised for those shares.  The 
appreciation distribution to which the holder of such concurrent right shall 
be entitled upon exercise of the underlying Option shall be in an amount 
equal to the excess of (A) the aggregate Fair Market Value (at date of 
exercise) of the vested shares purchased under the underlying Option with 
such concurrent rights over (B) the aggregate exercise price paid for those 
shares.

               (iii)  INDEPENDENT STOCK APPRECIATION RIGHTS.  Independent 
Rights may be granted independently of any Option and will entitle the holder 
upon exercise to an appreciation distribution equal in amount to the excess 
of (A) the aggregate Fair Market Value (at the date of exercise) of a number 
of shares of stock equal to the number of vested share equivalents exercised 
at such time (as described in subsection 7(c)(iii)(B)) over (B) the aggregate 
Fair Market Value of such number of shares of stock at the date of grant.

          (c)  The terms and conditions applicable to each Tandem Right, 
Concurrent Right and Independent Right shall be as follows:

               (i)  TANDEM RIGHTS.

                    (A)  Tandem Rights may be tied to either Incentive Stock 
Options or Nonstatutory Stock Options.  Each such right shall, except as 
specifically set forth below, be subject to the same terms and conditions 
applicable to the particular Option to which it pertains.  If Tandem Rights 
are granted appurtenant to an Incentive Stock Option, they shall satisfy any 
applicable Treasury Regulations so as not to disqualify such Option as an 
Incentive Stock Option under the Code.

                    (B)  The appreciation distribution payable on the 
exercised Tandem Right shall be in cash in an amount equal to the excess of 
(I) the Fair Market Value (on the date of the Option surrender) of the number 
of shares of stock covered by that portion of the surrendered Option in which 
the optionee is vested over (II) the aggregate exercise price payable for 
such vested shares.

               (ii) CONCURRENT RIGHTS.

                    (A)  Concurrent Rights may be tied to any or all of the 
shares of stock subject to any Incentive Stock Option or Nonstatutory Stock 
Option grant made under the Plan.  A Concurrent Right shall, except as 
specifically set forth below, be subject to the same terms and conditions 
applicable to the particular Option grant to which it pertains.

                                       10
<PAGE>

                    (B)  A Concurrent Right shall be automatically exercised 
at the same time the underlying Option is exercised with respect to the 
particular shares of stock to which the Concurrent Right pertains.

                    (C)  The appreciation distribution payable on an 
exercised Concurrent Right shall be in cash in an amount equal to such 
portion as shall be determined by the Board or the Committee at the time of 
the grant of the excess of (I) the aggregate Fair Market Value (on the 
Exercise Date) of the vested shares of stock purchased under the underlying 
Option which have Concurrent Rights appurtenant to them over (II) the 
aggregate exercise price paid for such shares.

               (iii) INDEPENDENT RIGHTS.

                    (A)  Independent Rights shall, except as specifically set 
forth below, be subject to the same terms and conditions applicable to 
Nonstatutory Stock Options as set forth in Section 6.  They shall be 
denominated in share equivalents.

                    (B)  The appreciation distribution payable on the 
exercised Independent Right shall be in an amount equal to the excess of (I) 
the aggregate Fair Market Value (on the date of the exercise of the 
Independent Right) of a number of shares of Company stock equal to the number 
of share equivalents in which the holder is vested under such Independent 
right, and with respect to which the holder is exercising the Independent 
Right on such date, over (II) the aggregate Fair Market Value (on the date of 
the grant of the Independent Right) of such number of shares of Company stock.

                    (C)  The appreciation distribution payable on the 
exercised Independent Right may be paid, in the discretion of the Board or 
the Committee, in cash, in shares of stock or in a combination of cash and 
stock.  Any shares of stock so distributed shall be valued at Fair Market 
Value on the date the Independent Right is exercised.

               (iv) TERMS APPLICABLE TO TANDEM RIGHTS,
               CONCURRENT RIGHTS AND INDEPENDENT RIGHTS.

                    (A)  To exercise any outstanding Tandem, Concurrent or 
Independent Right, the holder must provide written notice of exercise to the 
Company in compliance with the provisions of the instrument evidencing such 
right.

                    (B)  If a Tandem, Concurrent, or Independent Right is 
granted to an individual who is at the time subject to Section 16(b) of the 
Exchange Act (a "Section 16(b) Insider"), then the instrument of grant shall 
incorporate all the terms and conditions at the time necessary to assure that 
the subsequent exercise of such right shall qualify for the safe-harbor 
exemption from short-swing profit liability provided by Rule 16b-3 
promulgated under the Exchange Act (or any successor rule or regulation).

                    (C)  No limitation shall exist on the aggregate amount of 
cash payments the Company may make under the Plan in connection with the 
exercise of Tandem, Concurrent or Independent Rights.

                                       11
<PAGE>

     9.   CANCELLATION AND RE-GRANT OF OPTIONS.

          (a)  The Board or the Committee shall have the authority to effect, 
at any time and from time to time,  (i) the repricing of any outstanding 
Options and/or any Stock Appreciation Rights under the Plan and/or (ii) with 
the consent of any adversely affected holders of Options and/or Stock 
Appreciation Rights, the cancellation of any outstanding Options and/or any 
Stock Appreciation Rights under the Plan and the grant in substitution 
therefor of new Options and/or Stock Appreciation Rights under the Plan 
covering the same or different numbers of shares of stock, but having an 
exercise price per share not less than: eighty-five percent (85%) of the Fair 
Market Value for a Nonstatutory Stock Option, one hundred percent (100%) of 
the Fair Market Value in the case of an Incentive Stock Option or, in the 
case of an Incentive Stock Option held by a 10% stockholder (as described in 
subsection 5(c)), not less than one hundred ten percent (110%) of the Fair 
Market Value per share of stock on the new grant date.  Notwithstanding the 
foregoing, the Board or the Committee may grant an Option and/or Stock 
Appreciation Right with an exercise price lower than that set forth above if 
such Option and/or Stock Appreciation Right is granted as part of a 
transaction to which section 424(a) of the Code applies.  

          (b)  Shares subject to an Option or Stock Appreciation Right 
canceled under this Section 9 shall continue to be counted against the 
maximum award of Options and Stock Appreciation Rights permitted to be 
granted pursuant to subsection 5(d) of the Plan.  The repricing of an Option 
and/or Stock Appreciation Right under this Section 9, resulting in a 
reduction of the exercise price, shall be deemed to be a cancellation of the 
original Option and/or Stock Appreciation Right and the grant of a substitute 
Option and/or Stock Appreciation Right; in the event of such repricing, both 
the original and the substituted Options and Stock Appreciation Rights shall 
be counted against the maximum awards of Options and Stock Appreciation 
Rights permitted to be granted pursuant to subsection 5(d) of the Plan.  The 
provisions of this subsection 9(b) shall be applicable only to the extent 
required by Section 162(m) of the Code.

     10.  COVENANTS OF THE COMPANY.

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

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

                                       12
<PAGE>

     11.  USE OF PROCEEDS FROM STOCK.

          Proceeds from the sale of stock pursuant to Stock Awards shall 
constitute general funds of the Company.

     12.  MISCELLANEOUS.

          (a)  The Board shall have the power to accelerate the time at which 
a Stock Award may first be exercised or the time during which a Stock Award 
or any part thereof will vest, notwithstanding the provisions in the Stock 
Award stating the time at which it may first be exercised or the time during 
which it will vest.

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

          (c)  Nothing in the Plan or any instrument executed or Stock Award 
granted pursuant thereto shall confer upon any Employee, Director, 
Consultant, Optionee, or other holder of Stock Awards any right to continue 
in the employ of the Company or any Affiliate (or to continue acting as a 
Director or Consultant) or shall affect the right of the Company or any 
Affiliate to terminate the employment or relationship as a Director or 
Consultant of any Employee, Director, Consultant or Optionee with or without 
cause.

          (d)  To the extent that the aggregate Fair Market Value (determined 
at the time of grant) of stock with respect to which Incentive Stock Options 
granted after 1986 are exercisable for the first time by any Optionee during 
any calendar year under all plans of the Company and its Affiliates exceeds 
one hundred thousand dollars ($100,000), the Options or portions thereof 
which exceed such limit (according to the order in which they were granted) 
shall be treated as Nonstatutory Stock Options.

     13.  ADJUSTMENTS UPON CHANGES IN STOCK.

          (a)  If any change is made in the stock subject to the Plan, or 
subject to any Stock Award, without the receipt of consideration by the 
Company (through merger, consolidation, reorganization, recapitalization, 
stock dividend, dividend in property other than cash, stock split, 
liquidating dividend, combination of shares, exchange of shares, change in 
corporate structure or otherwise), the Plan and outstanding Stock Awards will 
be appropriately adjusted in the class(es) and maximum number of shares 
subject to the Plan and the class(es) and number of shares and price per 
share of stock subject to outstanding Stock Awards.  The conversion of any 
convertible securities of the Company shall not be treated as a transaction 
"without the receipt of consideration by the Company."

          (b)  In the event of a Change in Control not approved by the Board, 
each outstanding Option under the Plan shall become fully vested, and the 
Company's right of repurchase shall lapse with respect to shares received 
upon exercise of an Option prior to full 

                                       13
<PAGE>

vesting, notwithstanding the terms of the Option or any early exercise stock 
purchase agreement, immediately prior to the consummation of such Change in 
Control.

          In addition, following the consummation of a Change in Control, to 
the extent permitted by applicable law:  (i) any surviving corporation or a 
parent of such surviving corporation shall assume any Stock Awards 
outstanding under the Plan or shall substitute similar Stock Awards for those 
outstanding under the Plan or (ii) such Stock Awards shall continue in full 
force and effect, unless (iii) the surviving corporation or parent of the 
surviving corporation refuses to assume or continue any Stock Awards 
outstanding under the Plan, or to substitute similar options for those 
outstanding under the Plan.  If the surviving corporation or parent of the 
surviving corporation refuses to assume or continue any Stock Awards 
outstanding under the Plan, or to substitute similar options for those 
outstanding under the Plan, then the time during which any outstanding Stock 
Awards may be exercised shall be accelerated, the Stock Awardees shall be 
given reasonable opportunity to exercise such Stock Awards prior to the 
consummation of the Change in Control, and such Stock Awards shall be 
terminated if not exercised prior to the consummation of the Change in 
Control.

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

     14.  AMENDMENT OF THE PLAN AND STOCK AWARDS.

          (a)  The Board at any time, and from time to time, may amend the 
Plan and, subject to (c) below, outstanding Stock Awards.  However, except as 
provided in Section 13 relating to adjustments upon changes in stock, no 
amendment shall be effective unless approved by the stockholders of the 
Company to the extent stockholder approval is necessary for the Plan to 
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq 
or securities exchange listing requirements.

          (b)  It is expressly contemplated that the Board may amend the Plan 
in any respect the Board deems necessary or advisable to provide Optionees 
with the maximum benefits provided or to be provided under the provisions of 
the Code and the regulations promulgated thereunder relating to Incentive 
Stock Options and/or to bring the Plan and/or Incentive Stock Options granted 
under it into compliance therewith.

          (c)  Rights and obligations under any Stock Award granted before 
amendment of the Plan shall not be altered or impaired by any amendment of 
the Plan unless (i) the 

                                       14
<PAGE>

Company requests the consent of the person to whom the Stock Award was 
granted and (ii) such person consents in writing.

     15.  TERMINATION OR SUSPENSION OF THE PLAN.

          (a)  The Board may suspend or terminate the Plan at any time.  
Unless sooner terminated, the Plan shall terminate ten (10) years from the 
date the Plan is adopted by the Board or approved by the stockholders of the 
Company, whichever is earlier.  No Stock Awards may be granted under the Plan 
while the Plan is suspended or after it is terminated.

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

     16.  EFFECTIVE DATE OF PLAN.

          The Plan shall become effective as determined by the Board, but no 
Stock Awards granted under the Plan shall be exercisable unless and until the 
Plan has been approved by the stockholders of the Company. 


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