Exhibit 10.3


 


QUIDEL CORPORATION


 


RESTRICTED STOCK
AWARD AGREEMENT


 


This Restricted Stock Award Agreement (this “Agreement”) is entered
into as of January 16, 2009 by and between Quidel Corporation (the “Company”)
and Douglas C. Bryant (“Bryant”).


 


1.             Award.  Pursuant to the Company’s Amended and
Restated 2001 Equity Incentive Plan (the “Plan”), effective as of the date
of your commencement of employment with the Company (the “Grant Date”), the
Company hereby grants to you 100,000 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.  Provided that you remain an employee of the
Company, in accordance with and as set forth in the Plan, the restrictions on
the Restricted Shares lapse twenty-five percent (25%) annually per year upon
the anniversary of the Grant Date.


 


4.             Payment of
Purchase Price.  As consideration
for the Restricted Shares, you agree to pay to the Company $1000.00 in cash
which is an amount equal to $0.01 per share of the Restricted Shares within
seven (7) business days of commence of employment with the Company.


 


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 that are otherwise issuable in connection with any lapse of
restrictions.


 


8.             Section 83(b) Election.  You understand that you are entitled to make
an election pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended (the “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.


 


9.             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, between 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: 

  	
  /s/ Mark A. Pulido

  
	
   

  	
   

  	
  Printed Name: Mark A. Pulido

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board of Directors,

  
	
   

  	
   

  	
   

  	
  Quidel Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Douglas C. Bryant

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Douglas C. Bryant

  
	
   

  	
   

  	
  Douglas C. Bryant

  



 

















 


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 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.


 

















 


By her signature below, the spouse of Bryant, if Bryant is legally
married as of the date of execution of this Agreement, acknowledges that she
has read this Agreement and is familiar with the terms and provisions thereof
and agrees to be bound by all the terms and conditions of said Agreement.


 


	
   

  	
  /s/ Kathelynn Bryant

  
	
   

  	
  Spouse’s Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kathelynn Bryant

  
	
   

  	
  Printed Name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: 

  	
  January 15, 2009

  



 


By his signature below, Bryant represents that he is not legally
married as of the effective date of this Agreement.


 


	
   

  	
   

  
	
   

  	
  Douglas C. Bryant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated: