2005 STOCK OPTION AND RESTRICTED SHARE PLAN
INCENTIVE STOCK OPTION AGREEMENT
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 Plan (the “Plan”) applicable
to Incentive Stock Options, which terms and provisions are hereby incorporated by reference herein. 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 an Incentive Stock Option within the meaning of section 422 of
the Internal Revenue Code of 1986, as amended (the “Code”).
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 accompanied by such other representations and agreements as to the Optionee’s investment intent with respect
to such Shares as may be reasonably required by the Company as contemplated by t