2005 STOCK OPTION AND RESTRICTED SHARE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR MEMBERS OF THE BOARD OF DIRECTORS
ViroPharma Incorporated (the “Company”) hereby grants to (the “Optionee”) an option to
purchase a total of shares of Common Stock of the Company, at the price and on the terms set forth herein, and in all
respects subject to the terms, definitions and provisions of the 2005 ViroPharma Incorporated Stock Option and Restricted
Share Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are hereby incorporated by
reference herein (the “Option”). Unless the context herein otherwise requires, the terms defined in the Plan shall have the same
meanings when used herein.
1. Nature of the Option. This Option is intended to be a nonstatutory stock option and is not intended to be an
Incentive Stock Option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or to
otherwise qualify for any special tax benefits to the Optionee.
2. Date of Grant; Term of Option. This Option is granted this day of , 200 , and it may not be
exercised later than , subject to earlier termination, as provided in the Plan.
3. Option Exercise Price. The Option exercise price is $ per Share.
4. Exercise of Option. This Option shall be exercisable during its term only in accordance with the terms and
provisions of the Plan and this Option Agreement as follows:
(a) Right to Exercise. This Option shall vest and be exercisable as follows: [VESTING SCHEDULE HERE]
(b) Method of Exercise. This Option shall be exercisable during its term by written notice which shall state the
election to exercise this Option, the number of full Shares in respect to which this Option is being exercised and which shall
contain or be accom