Exhibit
10.2


 


QUIDEL CORPORATION


 


FORM OF 2006 RESTRICTED STOCK
AWARD AGREEMENT


 


This Restricted Stock
Award Agreement (this “Agreement”) is entered into as of                         
        , 2006 by and between
Quidel Corporation (the ”Company”) and the undersigned employee of
the Company.


 


1.             Award. Pursuant to the Company’s
Amended and Restated 2001 Equity Incentive Plan (the ”Plan”), as of                       
         , 200     
(the “Grant Date”), the Company granted to you                 
restricted shares of Company common stock (the “Restricted Shares”).


 


2.             Restrictions. The Restricted
Shares granted to you on the Grant Date are subject to the limitations that are
set forth in this Agreement and in the Plan. Without limiting the foregoing, the
Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, alienated or encumbered unless and until the relevant
restrictions lapse, as provided in Section 3 below.


 


3.             Lapse of Restrictions on Restricted Shares.
The Restricted Shares remain subject to forfeiture until the restrictions
covering the Restricted Shares lapse. The lapse of restrictions on an aggregate
of             
shares of the Restricted Shares is tied to the achievement of annual
performance targets for the Company over a three (3) year period. Specifically
and assuming you are employed by the Company on the relevant date, restrictions
lapse on            
shares per year on the anniversary of the Grant Date in 2007, 2008 and 2009
upon the Company’s achievement of the annual goals set by the Company’s Board
of Directors with respect to revenue, earnings and strategic imperatives for
the Company in each of the fiscal years ending in 2006, 2007 and 2008,
respectively. The lapse of restrictions on the remaining            
shares of the Restricted Shares is tied to the Company’s achievement of the
three-year EBITDA goal, as determined by the Board of Directors, with
restrictions lapsing on the third anniversary of the Grant Date if such EBITDA
goals are achieved. For the sake of clarity, none of the restrictions on the
Restricted Shares lapse on the expiration of time only.


 


4.             Payment of Purchase Price. As
consideration for the Restricted Shares, you agree to pay to the Company in
cash $                    
which is an amount equal to $0.01 per share of Restricted Share within five (5)
business days of signing this Agreement.


 


5.             Custody of Shares. Your rights
with respect to the Restricted Shares will be evidenced by this Agreement. The
Restricted Shares subject hereto will be held in book-entry form by the Company
and its transfer agent and will be classified as restricted in the book-entry
account in your name, until restrictions lapse. As restrictions lapse on the
Restricted Shares, you may either instruct the Company to issue a physical
certificate in your name or transfer the vested shares to your designated
brokerage account.


 


6.             Repurchase. In the event that
your employment with the Company is terminated for any reason, the Company will
repurchase any remaining Restricted Shares (shares in which the restrictions
have not lapsed) following your termination for an amount equal to $0.01 per
share, without interest or premium, in accordance with the Plan.


 


7.             Tax Withholding Obligations. In
general, when restrictions on shares of your Restricted Shares lapse, you
recognize ordinary income for federal and state tax purposes in an amount equal
to the excess of the fair market value of the shares at that time over the
purchase price. In this regard, you trigger tax withholding obligations and are
required to remit to the Company an amount sufficient to satisfy such tax
withholding obligations for payment over to the appropriate taxing


 

















 


authorities. The Company may, in the exercise of its discretion in
accordance with the Plan, allow satisfaction of tax withholding requirements by
accepting delivery of stock of the Company or by withholding a portion of the
shares of the Restricted Shares and otherwise issuable in connection with the
lapse of restrictions.


 


8.             Waiver of Acceleration Provisions.
In accepting the Restricted Shares, you acknowledge and agree to waive any and
all rights provided in any past, present or future employment agreement, change
in control agreement or other arrangement between you and the Company that
would provide for the acceleration of the removal or lapse of the restrictions
on the Restricted Shares. While you acknowledge and agree that you have no
entitlement or right to any such acceleration in the context of a Change in Control
(as defined in the Plan), the Company’s Board and/or Compensation Committee
will review the status of your Restricted Shares in the context of a Change in
Control and, in its sole discretion, determine whether it believes any changes
to the foregoing vesting schedule should properly be made.


 


9.             Section 83(b) Election.
You understand that you are entitled to make an election pursuant to
Section 83(b) of the Internal Revenue Code within
thirty (30) days after the Grant Date, or comparable provisions of any
state tax law, to include in your gross income the fair market value (as of the
date of acquisition) of the Restricted Shares to the extent it exceeds the
purchase price paid for the Restricted Shares only if,
prior to making any such election, you (a) notify the Company of your
intention to make such election, by delivering to the Company a copy of the
fully-executed Section 83(b) Election Form attached hereto as Exhibit A,
and (b) pay to the Company an amount sufficient to satisfy any taxes or
other amounts required by any governmental authority to be withheld or paid
over to such authority for your account, or otherwise make arrangements
satisfactory to the Company for the payment of such amounts through withholding
or otherwise. You understand that if you do not make a proper and timely
Section 83(b) election, generally under Section 83 of the Code, at the time the
forfeiture restrictions applicable to the Restricted Shares lapse, you will
recognize ordinary income and be taxed in an amount equal to the fair market
value of the Restricted Shares as of the date the forfeiture restrictions
lapse.


 


You
acknowledge that it is your sole responsibility, and not the Company’s, to file
a timely election under Section 83(b), even if you request that the Company or
its representative make this filing on your behalf. You are relying solely on
your advisors with respect to the decision as to whether or not to file a
Section 83(b) election.


 


10.          Stock Ownership Guidelines. You
acknowledge and agree that the Restricted Shares are subject to the Stock
Ownership Guidelines adopted by the Board of Directors, as they may be amended
from time to time, and that such guidelines may impose additional restrictions
on or conditions to your disposition of the Restricted Shares.


 


11.          Miscellaneous.


 


(a)           Entire Agreement.
This Agreement and the Plan, which is incorporated by reference herein,
together constitute the entire agreement regarding the Restricted Shares, and
supersede all prior written agreements, arrangements, communications and
understandings and all prior and contemporaneous oral agreements, arrangements,
communications and understandings, among the parties with respect to the
subject matter of this Agreement. This Agreement shall be binding upon and
inure solely to the benefit of each of the parties and their respective
successors and assigns.


 


(b)           Amendment. This
Agreement may not be amended, modified or supplemented in any manner, whether
by course of conduct or otherwise, except by an instrument in writing signed on
behalf of each party hereto.


 


(c)           No Right to Continued Employment. The grant of Restricted Shares and
this Agreement do not confer upon you any right to continue as an employee of
the Company or an affiliate of


 

















 


the Company, nor does it limit in any way the right of the Company or
any affiliate of the Company to terminate your services with the Company or any
such affiliate at any time, with or without cause. Unless otherwise set forth
in a written agreement binding upon the Company or any affiliate of the
Company, your employment by the Company or any affiliate is “at will.”


 


(d)           No Assignment. You
may not assign this Agreement or any rights granted hereunder.


 


(e)           Counterparts. This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other party. This Agreement may be executed by facsimile signature and a
facsimile signature shall constitute an original for all purposes.


 


IN WITNESS
WHEREOF, the parties hereto have entered into this Agreement as of the date
first indicated above.


 


 


	
   

  	
  QUIDEL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  



 

















 


EXHIBIT A


to Restricted Stock Award Agreement


 


ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY 

IN GROSS INCOME IN YEAR OF TRANSFER


INTERNAL REVENUE CODE § 83(b)


 


The undersigned hereby
elects pursuant to Section 83(b) of the Internal Revenue Code with respect to
the property described below, and supplies the following information in
accordance with the regulations promulgated thereunder:


 


	
  1.

  	
  Name, address and taxpayer
  identification number of the undersigned:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Taxpayer I.D. No.:                                                                                  

  
	
   

  	
  Taxpayer I.D. No. of Spouse (if applicable)                                           

  
	
   

  	
   

  
	
  2.

  	
  Description of property with
  respect to which the election is being made:

  
	
   

  	
   

  
	
   

  	
                                   
  shares of Common Stock of Quidel Corporation, a Delaware corporation (the
  “Company”)

  
	
   

  	
   

  
	
  3.

  	
  Date on which property was
  acquired:

  
	
   

  	
   

  
	
  4.

  	
  Taxable year to which this
  election relates:

  
	
   

  	
   

  
	
  5.

  	
  Nature of the restrictions to
  which the property is subject:

  
	
   

  	
   

  
	
   

  	
  If the taxpayer’s
  service as
  a                                  
  of the Company terminates for any reason before the restrictions on the
  Common Stock lapse, the Company will have the right to repurchase the Common
  Stock from the taxpayer at $0.01 per share. The Common Stock vests according
  to the following schedule:                                                                                       

                                                                                                                                                                                                         

  
	
   

  	
   

  
	
   

  	
  The Common Stock is
  non-transferable by the taxpayer until the restrictions lapse and is held as
  restricted in a book-entry account of the Company and its transfer agent,
  under taxpayer’s name.

  
	
   

  	
   

  
	
  6.

  	
  Fair market value of the
  property:

  
	
   

  	
   

  
	
   

  	
  The fair market value
  at the time of transfer (determined without regard to any restrictions other
  than restrictions that by their terms will never lapse) of the property with
  respect to which this election is being made is $                      per share.

  
	
   

  	
   

  
	
  7.

  	
  Amount paid for the property:

  
	
   

  	
   

  
	
   

  	
  The amount paid by the
  taxpayer for said property is $0.01 per share.

  
	
   

  	
   

  
	
  8.

  	
  Furnishing statement to
  employer:

  
	
   

  	
   

  
	
   

  	
  A copy of this
  statement has been furnished to Quidel Corporation.

  



 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name

  



 


This election must be filed with the Internal Revenue
Service Center with which taxpayer files his or her Federal income tax returns
and must be made within thirty (30) days after the date of the Grant Date of
the Restricted Shares. This filing should be made by registered or certified
mail, return receipt requested. The taxpayer must retain two (2) copies of the
completed form for filing with his or her Federal and state tax returns for the
current tax year and an additional copy for his or her records.