BG Medicine, Inc. NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3

BG Medicine, Inc.

NON-QUALIFIED STOCK OPTION AGREEMENT

BG Medicine, Inc. (the “ Company ”) hereby grants the following stock option pursuant to its 2001 Stock Option and Incentive Plan, as amended. The terms and conditions attached hereto are also apart hereof.

Vesting Schedule :

[unless other vesting schedule approved by Board of Directors at time of grant.]

BG Medicine, Inc.

NON-QUALIFIED STOCK OPTION AGREEMENT — INCORPORATED TERMS AND CONDITIONS

1.                                        Grant Under Plan . This option is granted pursuant to and is governed by the Company’s 2001 Stock Option and Incentive Plan, as amended (the “ Plan ”) and, unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

2.                                        Grant as Non-Qualified Stock Option . This option is a nonstatutory stock option and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “ Code ”).

3.                                        Vesting of Option if Business Relationship Continues . The Participant may exercise this option on or after the Grant Date for the number of vested shares of Common Stock, if any, indicated on the cover page hereof. If the Participant has continuously maintained a business relationship with the Company from the Grant Date through the dates listed on the vesting schedule set forth on the cover page hereof, the Participant may exercise this option for the additional number of shares of Common Stock in accordance with such vesting schedule. Notwithstanding the foregoing, the Board may, in its discretion, accelerate the date that any installment of this option becomes exercisable. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Participant ceases to maintain a business relationship with the Company) may be exercised only before the date which is [10] years from the Grant Date. For purposes hereof, “ business relationship ” means service in the capacity of an employee, officer or director of, or consultant or advisor to, the Company or any Subsidiary.

4.                                        Termination of Business Relationship .

(a)                                   Termination Other Than for Cause . If the Participant ceases to maintain a business relationship with the Company, other than by reason of death or disability as defined in Section 5 or termination for Cause as defined in Section 4(c), no further installments of this option shall become exercisable, and this option may no longer be exercised after the passage of 90 days after such cessation, but in no event later than the scheduled expiration date. For purposes hereof, a Participant’s business relationship shall not be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by the Company and if such written approval contractually obligates the Company to continue the business relationship of the Participant after the approved period of absence; in the event of such an approved leave of absence, vesting of this option shall be suspended (and the period of the leave of absence shall be added to all vesting dates) unless otherwise provided in the Company’s written approval of the leave of absence. For purposes hereof, a business relationship shall include a consulting arrangement between the Participant and the Company that immediately follows termination of the Participant’s employment, but only if so stated in a written consulting agreement executed by the Company that specifically refers to this option.

(b)                                  Termination for Cause . If the Participant ceases to maintain a business relationship with the Company by reason of his or her termination for Cause (as defined in Section 4(c)), this option shall no longer be exercisable from and after the Participant’s receipt of written notice of such termination.

(c)                                   Definition of Cause . “ Cause ” shall mean conduct involving one or more of the following: (i) the substantial and continuing failure of the Participant, after notice thereof, to render services to the Company in accordance with the terms or requirements of his or her business relationship; (ii) disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company;  (iii) deliberate disregard of the rules or policies of the Company, or breach of an employment or other agreement with the Company, which results in direct or indirect loss, damage or injury to the Company; (iv) the unauthorized disclosure of any trade secret or confidential information of the Company; or (v) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company.

5.                                        Death; Disability .

(a)                                   Death . If the Participant dies while he or she is maintaining a business relationship with the Company, this option may be exercised, to the extent otherwise exercisable on the date of his or her death, by the Participant’s estate, personal representative or beneficiary to whom this option has been transferred pursuant to Section 10, only at any time within 180 days after the date of death, but not later than the scheduled expiration date.

(b)                                  Disability . If the Participant ceases to maintain a business relationship with the Company by reason of his or her disability, this option may be exercised, to the extent otherwise exercisable on the date of such cessation, only at any time within 180 days after such cessation, but not later than the scheduled expiration date. For purposes hereof, “ disability ” means “ permanent and total disability ” as defined in Section 22(e)(3) of the Code.

6.                                        Partial Exercise . This option may be exercised in part at any time and from time to time within the above limits, except that this option may not be exercised for a fraction of a share.

7.                                        Payment of Exercise Price .

(a)           Payment Options . The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof:

(i)                                      by check payable to the order of the Company; or

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(ii)                                   if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), delivery of an irrevocable and unconditional undertaking, satisfactory in form and substance to the Company, by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions, satisfactory in form and substance to the Company, to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price; or

(iii)                                subject to Section 7(b) below, if the Common Stock is then traded on a national securities exchange or on the Nasdaq National Market (or successor trading system), by delivery of shares of Common Stock having a fair market value equal as of the date of exercise to the option price.

In the case of (iii) above, fair market value as of the date of exercise shall be determined as of the last business day for which such prices or quotes are available prior to the date of exercise and shall mean (i) the last reported sale price (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market (or successor trading system), if the Common Stock is not then traded on a national securities exchange.

(b)                                  Limitations on Payment by Delivery of Common Stock . If Section 7(a)(iii) is applicable, and if the Participant delivers Common Stock held by the Participant (“ Old Stock ”) to the Company in full or partial payment of the exercise price and the Old Stock so delivered is subject to restrictions or limitations imposed by agreement between the Participant and the Company, an equivalent number of Option Shares shall be subject to all restrictions and limitations applicable to the Old Stock to the extent that the Participant paid for the Option Shares by delivery of Old Stock, in addition to any restrictions or limitations imposed by this Agreement. Notwithstanding the foregoing, the Participant may not pay