NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

Exhibit 10.4

NON-EMPLOYEE DIRECTOR

STOCK OPTION AGREEMENT

[Date]

[NAME] (“Grantee”)

[ADDRESS]

[ADDRESS]

Dear                     :

Adolor Corporation, a Delaware corporation (the “Company”), and the Grantee hereby enter into this Stock Option Agreement (the “Agreement”), effective as of [DATE] (the “Grant Date”).

All capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Adolor Corporation 2003 Stock Based Incentive Compensation Plan, as amended and restated (the “Plan”).

Pursuant to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants (“Grant”) to Grantee, as of the Grant date, a Non-Qualified Option (the “Option”) to purchase              shares (the “Shares”) of common stock of the Company, $0.0001 par value (“Common Stock”), at an exercise price of $             per share.

This Grant shall become null and void unless Grantee shall accept these terms and conditions by executing this Agreement below and returning it to the Company’s Finance Department. By accepting the Grant, Grantee agrees to be bound by the terms of the Plan and this Agreement and further agrees that all of the decisions and determinations of the Committee (as defined in the Plan) with respect to the Deferred Stock shall be final and binding. The Company will not issue certificates for any portion of the Shares until all of the restrictions on that portion of the Shares have lapsed.

Unless sooner terminated in accordance with the provisions of the Plan or this Agreement, this Option will terminate at the close of business on [EXPIRATION DATE] (the “Expiration Date”).

This Option is not transferable or assignable by the Grantee other than by will or by the laws of descent and distribution, and during the lifetime of the Grantee, this Option is exercisable only by the Grantee. Upon the death of the Grantee, the Person to whom the rights under this Option have passed by will or by the laws of descent and distribution may exercise this Option only in accordance with this Agreement and the provisions of the Plan.

The Option shall vest and be fully exercisable on [ONE YEAR FOLLOWING GRANT DATE]; provided, however, that if prior to [ONE YEAR FOLLOWING GRANT DATE] the Grantee ceases to be a member of the Board of Directors of the Company (the “Board”) for any reason other than for cause, the vesting of the Option shall accelerate so that the Option becomes immediately exercisable with respect to one twelfth (1/12) of the Shares underlying the Option for each full month that has elapsed between the Grant Date and the date the Grantee ceases to be a member of the Board.

Grantee may elect at any time while a member of the Board to exercise in full the Shares subject to this Option prior to the vesting of the Option. Any such shares purchased prior to their vesting: (i) shall vest in accordance with the vesting schedule otherwise applicable to the Option; and (ii) shall be subject to a repurchase right in favor of the Company in the event of a termination of service as set forth in Section 8 of the Plan (a “Termination Event”). The repurchase right of the Company shall be for any unvested shares and shall be at a price equal to the lesser of (x) the exercise price of such shares, or (y) the Fair Market Value of such shares on the date of repurchase, which right must be exercised by the Company within 90 days of the Termination Event; provided that if the Company does not exercise such repurchase right within such 90-day period, the Option shall become fully and immediately vested.

The option price of the shares of Common Stock issuable upon the exercise of the Option shall be paid: (i) in full in cash at the time of the exercise, (ii) with the consent of the Committee, in whole or in part in common stock held by the Holder for at least six months valued at Fair Market Value (as defined in the Plan) on the date of exercise, or (iii) if approved by the Committee in its discretion, by assigning to the Company a sufficient amount of the proceeds from the sale of shares of Common Stock to be acquired pursuant to such exercise and instructing the broker or selling agent to pay that amount to the Company, which amount shall be paid in cash to the Company on the date such shares of Common Stock are issued to the Grantee. With the consent of the Committee, payment upon the exercise of this Option may be made in whole or in part by Restricted Stock that has been held by the Grantee for at least six months (based on the fair market value of the Restricted Stock on the date the Option is exercised, as determined by the Committee). In such case, the Common Stock to which the Option relates shall be subject to the same forfeiture restrictions originally imposed on the Restricted Stock exchanged therefor.

(a) Should Grantee’s service as a member of the Board terminate for any reason (other than Disability, Death or cause), this Option may be exercised (to the extent such Option was exercisable at the time of termination) for a period of 90 days from the date of such termination or until the Expiration Date, whichever period is shorter.

(b) Disability . Should the Grantee’s service as a member of the Board terminate by reason of Disability, this Option may be exercised (to the extent such Option was exercisable at the time of termination) for a period of 12 months from the date of such termination or until the Expiration Date, whichever period is shorter.

(c) Death . Should the Grantee die while a member of the Board, this Option may be exercised (to the extent such Option was exercisable at the time of death) by, where appropriate, the Grantee’s transferee or legal representative, for a period of 12 months from the date of death