NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3

VIROPHARMA INCORPORATED

2005 STOCK OPTION AND RESTRICTED SHARE PLAN

NON-QUALIFIED 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 ViroPharma Incorporated Stock Option Plan (the “Plan”) applicable to non-qualified 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 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                             , 199    , 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 the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price. Payment of the purchase price shall be by check or such other consideration and other method of payment as may be authorized by the Board or the Committee pursuant to the Plan. The certificate or certificates for the Shares as to which the Option shall be exercised shall be registered in the name of the Optionee and, if required by applicable law, shall be legended as required under the Plan.

(c) Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable federal or state securities laws or other laws or regulations.

5. Investment Representations. Unless the Shares have been registered under the Securities Act of 1933, in connection with the acquisition of this Option, the Optionee represents and warrants as follows:

(a) The Optionee is acquiring this Option, and upon exercise of this Option, he will be acquiring the Shares for investment for his own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof.

(b) The Optionee has a preexisting business or personal relationship with the Company or one of its directors, officers or controlling persons and by reason of his business or financial experience, has, and could be reasonably assumed to have, the capacity to protect his interests in connection with the acquisition of this Option and the Shares.

6. Termination of Status as an Eligible Person. Subject to the provisions of Section 7 hereof: (a) if the Optionee is other than a consultant or advisor to the Company and ceases to serve the Company or its Subsidiaries for any reason other than death or Disability and thereby terminates his status as an Eligible Person, the Optionee (or in the event the Optionee dies following termination of employment, then the Optionee’s executor or administrator) shall have the right to exercise this Option at any time within the three (3) month period after the date of such termination to the extent that the Optionee was entitled to exercise the Option at the date of such termination; and (b) if the Optionee is a consultant or advisor to the Company, such termination shall not accelerate the expiration date of the Option; provided, however, that if the Optionee dies following such termination, then the Option must be exercised within the 12-month period following the date of death.