exv4w7









Exhibit 4.7




QUIDEL CORPORATION




RESTRICTED STOCK AWARD AGREEMENT



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



     1. Award. Pursuant to the Company’s 2010 Equity Incentive Plan (the “Plan”),
as of (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. 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 as follows:                                         .



     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 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 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, 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.