EXHIBIT 10.42


AMENDED AND RESTATED


 


BIOSITE INCORPORATED


2002
NONQUALIFIED


 


STOCK INCENTIVE PLAN


ARTICLE 1            INTRODUCTION.


 


The Plan was adopted by the Board on November 7, 2002,
to be effective on that date, and was amended by the Board on October 23, 2003
and on October 6, 2005.


The purpose of the Plan is to promote the long-term
success of the Company and the creation of stockholder value by
(a) encouraging Participants to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Participants with
exceptional qualifications and (c) linking Participants directly to
stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for Awards in the form of Restricted Shares,
Stock Units, Options (which shall only include nonstatutory stock options) or
stock appreciation rights. The Plan also seeks to retain the services of
persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an
inducement material to the individual’s entering into employment with the
Company within the meaning of Rule 4350(i)(1)(A) of the NASD Marketplace Rules,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its affiliated corporations.


The Plan shall be governed by, and construed in
accordance with, the laws of the State of California.


ARTICLE 2            ADMINISTRATION.


 


2.1           Committee
Composition.   The Plan shall be
administered by the Committee. Except as provided below, the Committee shall
consist exclusively of directors of the Company, who shall be appointed by the
Board. In addition, the composition of the Committee shall satisfy:


(a)         Such
requirements, if any, as the Securities and Exchange Commission may establish
for administrators acting under plans intended to qualify for exemption under
Rule 16b-3 (or its successor) under the Exchange Act; and


(b)         Such
requirements as the Internal Revenue Service may establish for outside
directors acting under plans intended to qualify for exemption under
section 162(m)(4)(C) of the Code.


The Board may act on its own behalf with respect to
Outside Directors and may also appoint one or more separate committees composed
of one or more officers of the Company who need not be directors of the Company
and who need not satisfy the foregoing requirements, who may administer the
Plan with respect to Participants who are not “covered employees” under
section 162(m)(3) of the Code and who are not required to report pursuant
to § 16(a) of the Exchange Act.


2.2           Committee
Responsibilities.   The Committee
shall (a) select the Participants who are to receive Awards under the
Plan, (b) determine the type, number, vesting requirements and other features
and conditions of such Awards, (c) interpret the Plan and (d) make all
other decisions relating to the operation of the Plan. The Committee may adopt
such rules or guidelines as it deems appropriate to implement the Plan. The
Committee’s determinations under the Plan shall be final and binding on all
persons.


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ARTICLE 3            SHARES AVAILABLE FOR GRANTS.


 


3.1           Basic
Limitation.   Common Shares issued
pursuant to the Plan may be authorized but unissued shares or treasury shares. The
aggregate number of Common Shares available for Restricted Shares, Stock Units,
Options and SARs awarded under the Plan shall not exceed one million four
hundred fifty thousand (1,450,000). This share
reserve includes five hundred fifty thousand (550,000) Common Shares originally
reserved under the Plan, plus nine hundred thousand (900,000) Common Shares
that are subject to the limitations contained in Section 4.3 hereof. The
limitation of this Section 3.1 shall be subject to adjustment pursuant to
Article 10.


3.2           Additional
Shares.   If Stock Units, Options or
SARs are forfeited or if Options or SARs terminate for any other reason before
being exercised, then the corresponding Common Shares shall again become
available for Awards under the Plan. If Restricted Shares are forfeited before
any dividends have been paid with respect to such Shares, then such Shares
shall again become available for Awards under the Plan. If Stock Units are
settled, then only the number of Common Shares (if any) actually issued in
settlement of such Stock Units shall reduce the number available under
Section 3.1 and the balance shall again become available for Awards under
the Plan. If SARs are exercised, then only the number of Common Shares (if any)
actually issued in settlement of such SARs shall reduce the number available
under Section 3.1 and the balance shall again become available for Awards
under the Plan.


3.3           Dividend
Equivalents.   Any dividend
equivalents distributed under the Plan shall not be applied against the number
of Restricted Shares, Stock Units, Options or SARs available for Awards,
whether or not such dividend equivalents are converted into Stock Units.


ARTICLE 4            ELIGIBILITY AND PARTICIPATION.


 


4.1           Eligibility.
  Only Eligible Employees and consultants
(who are natural persons) of the Company, Parent or Subsidiary shall be
eligible for designation as Participants by the Committee, provided, however,
that Officers and members of the Board shall not be eligible for designation as
Participants by the Committee or the Board and shall not be eligible to receive
any Awards under this Plan, except for Awards covering Inducement Shares (as
defined below) as to which Officers may be designated as Participants and
receive such Awards.


4.2           Participation.   Only
persons eligible to participate in this Plan as provided in Section 4.1 above
and who are designated as Participants by the Committee and are granted
specific Awards by the Committee under this Plan shall participate in this
Plan.


4.3           Inducement
Shares.   This Section 4.3 shall apply with respect to
the five hundred thousand (500,000) Common Shares reserved under this Plan by
action of the Board on October 23, 2003 and the four hundred thousand (400,000)
Common Shares reserved under this Plan by action of the Board on October 6,
2005 (together, the “Inducement Shares”). The persons who are eligible for
Awards of Inducement Shares shall consist of Eligible Employees whose potential
contribution, in the judgment of the Committee, will benefit the future success
of the Company and/or an affiliated corporation. An Award covering Inducement
Shares may be granted only to an Eligible Employee not previously an employee
or Director of the Company, or following a bona
fide period of non-employment, as an inducement material to the
individual’s entering into employment with the Company within the meaning of
Rule 4350(i)(1)(A) of the NASD Marketplace Rules. In addition, notwithstanding
any other provision of the Plan to the contrary, all such Awards covering
Inducement Shares must be granted either by a majority of the Company’s
independent directors or a committee comprised of a majority of independent
directors.


ARTICLE 5            OPTIONS.


 


5.1           Stock
Option Agreement.   Each grant of an
Option under the Plan shall be evidenced by a Stock Option Agreement between
the Optionee and the Company. Such Option shall be subject to all applicable
terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical. Options may be
granted in consideration of


 


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a cash
payment or in consideration of a reduction in the Optionee’s other
compensation. A Stock Option Agreement may provide that a new Option will be
granted automatically to the Optionee when he or she exercises a prior Option
and pays the Exercise Price in the form described in Section 6.2.


5.2           Number
of Shares.   Each Stock Option
Agreement shall specify the number of Common Shares subject to the Option and
shall provide for the adjustment of such number in accordance with
Article 10.


5.3           Exercise
Price.   Each Stock Option Agreement
shall specify the Exercise Price provided that the Exercise Price under an NSO
shall in no event be less than the par value of the Common Shares subject to
such NSO. In the case of an NSO, a Stock Option Agreement may specify an
Exercise Price that varies in accordance with a predetermined formula while the
NSO is outstanding.


5.4           Exercisability
and Term.   Each Stock Option
Agreement shall specify the date when all or any installment of the Option is
to become exercisable. The Stock Option Agreement shall also specify the term
of the Option. A Stock Option Agreement may provide for accelerated exercisability
in the event of the Optionee’s death, disability or retirement or other events
and may provide for expiration prior to the end of its term in the event of the
termination of the Optionee’s service.


Options may be awarded in combination with SARs, and such
an Award may provide that the Options will not be exercisable unless the
related SARs are forfeited. NSOs may also be awarded in combination with
Restricted Shares or Stock Units, and such an Award may provide that the NSOs
will not be exercisable unless the related Restricted Shares or Stock Units are
forfeited.


5.5           Effect
of Change in Control.   The Committee may determine, at the time of
granting an Option or thereafter, that such Option shall become fully
exercisable as to all Common Shares subject to such Option in the event that a
Change in Control occurs with respect to the Company.


5.6           Modification
or Assumption of Options.   Within the limitations of the Plan, the
Committee may modify, extend or assume outstanding options. The foregoing
notwithstanding, no modification of an Option shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such Option.


ARTICLE 6            PAYMENT FOR OPTION SHARES.


 


6.1           General
Rule. The entire Exercise Price of Common Shares issued upon exercise of
Options shall be payable in cash at the time when such Common Shares are
purchased, except as follows. The Exercise Price may be paid in such form
permitted in the Stock Option Agreement for such Options and the Committee may,
in its discretion at any time accept payment in any form(s) described in this
Article 6.


6.2           Surrender
of Stock.   To the extent that this
Section 6.2 is applicable, payment for all or any part of the Exercise
Price may be made with Common Shares which have already been owned by the
Optionee for more than six months. Such Common Shares shall be valued at their
Fair Market Value on the date when the new Common Shares are purchased under
the Plan.


6.3           Exercise/Sale.
  To the extent that this
Section 6.3 is applicable, payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Common Shares and to deliver all or part of the
sales proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes.


6.4           Exercise/Pledge.   To the
extent that this Section 6.4 is applicable, payment may be made by the
delivery (on a form prescribed by the Company) of an irrevocable direction to
pledge Common Shares to a securities broker or lender approved by the Company,
as security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.


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6.5           Promissory
Note.   To the extent that this
Section 6.5 is applicable, payment may be made with a full-recourse
promissory note with interest at a rate to be determined by the Company;
provided that the par value of the Common Shares shall be paid in cash.


6.6           Other
Forms of Payment.   To the extent
that this Section 6.6 is applicable, payment may be made in any other form
that is consistent with applicable laws, regulations and rules.


ARTICLE 7            STOCK APPRECIATION RIGHTS.


 


7.1           SAR
Agreement.   Each grant of an SAR under the Plan shall be
evidenced by an SAR Agreement between the Optionee and the Company. Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan. The provisions of the
various SAR Agreements entered into under the Plan need not be identical. SARs
may be granted in consideration of a reduction in the Optionee’s other
compensation.


7.2           Number
of Shares.   Each SAR Agreement shall
specify the number of Common Shares to which the SAR pertains and shall provide
for the adjustment of such number in accordance with Article 10. SARs
granted to any Optionee in a single calendar year shall in no event pertain to
more than 250,000 Common Shares, subject to adjustment in accordance with
Article 10.


7.3           Exercise
Price.   Each SAR Agreement shall
specify the Exercise Price. An SAR Agreement may specify an Exercise Price that
varies in accordance with a predetermined formula while the SAR is outstanding.


7.4           Exercisability
and Term.   Each SAR Agreement shall
specify the date when all or any installment of the SAR is to become
exercisable. The SAR Agreement shall also specify the term of the SAR. An SAR
Agreement may provide for accelerated exercisability in the event of the
Optionee’s death, disability or retirement or other events and may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee’s service. SARs may also be awarded in combination with Options,
Restricted Shares or Stock Units, and such an Award may provide that the SARs
will not be exercisable unless the related Options, Restricted Shares or Stock
Units are forfeited. An SAR may be included in an NSO at the time of grant or
thereafter. An SAR granted under the Plan may provide that it will be
exercisable only in the event of a Change in Control.


7.5           Effect
of Change in Control.   The Committee
may determine, at the time of granting an SAR or thereafter, that such SAR
shall become fully exercisable as to all Common Shares subject to such SAR in
the event that a Change in Control occurs with respect to the Company.


7.6           Exercise
of SARs.   The exercise of an SAR
shall be subject to the restrictions imposed by Rule 16b-3 (or its
successor) under the Exchange Act, if applicable. If, on the date when an SAR
expires, the Exercise Price under such SAR is less than the Fair Market Value
on such date but any portion of such SAR has not been exercised or surrendered,
then such SAR shall automatically be deemed to be exercised as of such date
with respect to such portion. Upon exercise of an SAR, the Optionee (or any
person having the right to exercise the SAR after his or her death) shall
receive from the Company (a) Common Shares, (b) cash or (c) a combination
of Common Shares and cash, as the Committee shall determine. The amount of cash
and/or the Fair Market Value of Common Shares received upon exercise of SARs
shall, in the aggregate, be equal to the amount by which the Fair Market Value
(on the date of surrender) of the Common Shares subject to the SARs exceeds the
Exercise Price.


7.7           Modification
or Assumption of SARs.   Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
SARs or may accept the cancellation of outstanding SARs (whether granted by the
Company or by another issuer) in return for the grant of new SARs for the same
or a different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an SAR shall, without the consent
of the Optionee, alter or impair his or her rights or obligations under such
SAR.


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ARTICLE 8            RESTRICTED SHARES AND STOCK
UNITS.


 


8.1           Time,
Amount and Form of Awards.   Awards
under the Plan may be granted in the form of Restricted Shares, in the form of
Stock Units, or in any combination of both. Restricted Shares or Stock Units
may also be awarded in combination with NSOs or SARs, and such an Award may
provide that the Restricted Shares or Stock Units will be forfeited in the
event that the related NSOs or SARs are exercised.


8.2           Payment
for Awards.   To the extent that an
Award is granted in the form of newly issued Restricted Shares, the Award
recipient, as a condition to the grant of such Award, shall be required to pay
the Company in cash an amount equal to the par value of such Restricted Shares.
To the extent that an Award is granted in the form of Restricted Shares from
the Company’s treasury or in the form of Stock Units, no cash consideration shall
be required of the Award recipients.


8.3           Vesting
Conditions.   Each Award of
Restricted Shares or Stock Units shall become vested, in full or in
installments, upon satisfaction of the conditions specified in the Stock Award
Agreement. A Stock Award Agreement may provide for accelerated vesting in the
event of the Participant’s death, disability or retirement or other events. The
Committee may determine, at the time of making an Award or thereafter, that
such Award shall become fully vested in the event that a Change in Control
occurs with respect to the Company.


8.4           Form
and Time of Settlement of Stock Units. 
 Settlement of vested Stock Units
may be made in the form of (a) cash, (b) Common Shares or (c)
any combination of both, as determined by the Committee. The actual number of
Stock Units eligible for settlement may be larger or smaller than the number
included in the original Award, based on predetermined performance factors. Methods
of converting Stock Units into cash may include (without limitation) a method
based on the average Fair Market Value of Common Shares over a series of
trading days. Vested Stock Units may be settled in a lump sum or in
installments. The distribution may occur or commence when all vesting
conditions applicable to the Stock Units have been satisfied or have lapsed, or
it may be deferred to any later date. The amount of a deferred distribution may
be increased by an interest factor or by dividend equivalents. Until an Award
of Stock Units is settled, the number of such Stock Units shall be subject to
adjustment pursuant to Article 10.


8.5           Death
of Recipient.   Any Stock Units Award
that becomes payable after the recipient’s death shall be distributed to the
recipient’s beneficiary or beneficiaries. Each recipient of a Stock Units Award
under the Plan shall designate one or more beneficiaries for this purpose by
filing the prescribed form with the Company. A beneficiary designation may be
changed by filing the prescribed form with the Company at any time before the
Award recipient’s death. If no beneficiary was designated or if no designated
beneficiary survives the Award recipient, then any Stock Units Award that
becomes payable after the recipient’s death shall be distributed to the
recipient’s estate.


8.6           Creditors’
Rights.   A holder of Stock Units
shall have no rights other than those of a general creditor of the Company. Stock
Units represent an unfunded and unsecured obligation of the Company, subject to
the terms and conditions of the applicable Stock Award Agreement.


ARTICLE 9            VOTING AND DIVIDEND RIGHTS.


 


9.1           Restricted
Shares.   The holders of Restricted
Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company’s other stockholders. A Stock Award Agreement, however,
may require that the holders of Restricted Shares invest any cash dividends
received in additional Restricted Shares. Such additional Restricted Shares
shall be subject to the same conditions and restrictions as the Award with
respect to which the dividends were paid. Such additional Restricted Shares
shall not reduce the number of Common Shares available under Article 3.


9.2           Stock
Units.   The holders of Stock Units
shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit
awarded under the Plan may, at the Committee’s discretion, carry with it a
right to dividend equivalents. Such right entitles the holder to be credited
with an amount equal to all cash dividends paid on one Common Share while the
Stock Unit is outstanding. Dividend equivalents may be converted into
additional Stock


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Units. Settlement
of dividend equivalents may be made in the form of cash, in the form of Common
Shares, or in a combination of both. Prior to distribution, any dividend equivalents
which are not paid shall be subject to the same conditions and restrictions as
the Stock Units to which they attach.


ARTICLE 10          PROTECTION AGAINST DILUTION.


 


10.1         Adjustments.   In the
event of a subdivision of the outstanding Common Shares, a declaration of a
dividend payable in Common Shares, a declaration of a dividend payable in a
form other than Common Shares in an amount that has a material effect on the
price of Common Shares, a combination or consolidation of the outstanding
Common Shares (by reclassification or otherwise) into a lesser number of Common
Shares, a recapitalization, a spinoff or a similar occurrence, the Committee
shall make such adjustments as it, in its sole discretion, deems appropriate in
one or more of (a) the number of Options, SARs, Restricted Shares and
Stock Units available for future Awards under Article 3, (b) the
limitations set forth in Sections 5.2 and 7.2, (c) the number of NSOs
to be granted to Outside Directors under Section 4.2, (d) the number
of Stock Units included in any prior Award which has not yet been settled,
(e) the number of Common Shares covered by each outstanding Option and SAR
or (f) the Exercise Price under each outstanding Option and SAR. Except as
provided in this Article 10, a Participant shall have no rights by reason
of any issue by the Company of stock of any class or securities convertible
into stock of any class, any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class.


10.2         Reorganizations.   In the
event that the Company is a party to a merger or other reorganization,
outstanding Options, SARs, Restricted Shares and Stock Units shall be subject
to the agreement of merger or reorganization. Such agreement may provide,
without limitation, for the assumption of outstanding Awards by the surviving
corporation or its parent, for their continuation by the Company (if the
Company is a surviving corporation), for accelerated vesting and accelerated
expiration, or for settlement in cash.


ARTICLE 11          AWARDS UNDER OTHER PLANS.


 


The Company may grant awards under other plans or
programs. Such awards may be settled in the form of Common Shares issued under
this Plan. Such Common Shares shall be treated for all purposes under the Plan
like Common Shares issued in settlement of Stock Units and shall, when issued,
reduce the number of Common Shares available under Article 3.


ARTICLE 12          LIMITATION ON RIGHTS.


 


12.1         Retention
Rights.   Neither the Plan nor any Award granted under
the Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent or a Subsidiary. The Company
and its Parents and Subsidiaries reserve the right to terminate the service of
any employee, consultant or director at any time, with or without cause,
subject to applicable laws, the Company’s certificate of incorporation and
by-laws and a written employment agreement (if any).


12.2         Stockholders’
Rights.   A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common
Shares covered by his or her Award prior to the issuance of a stock certificate
for such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Articles 8, 9 and 10.


12.3         Regulatory
Requirements.   Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to
the issuance of such Common Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing.


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ARTICLE 13          LIMITATION ON PAYMENTS.


 


13.1         Excise
Tax.   If any acceleration of the
vesting of a Participant’s Awards under this Plan (“Acceleration”) would (i)
constitute a “parachute payment” within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
“Excise Tax”), then such Acceleration shall be reduced to the Reduced Amount. The
“Reduced Amount” shall be whichever of the following which would provide the
largest after-tax benefit to the Participant: (i) the largest portion of the
Acceleration that would result in no portion of the Acceleration being subject
to the Excise Tax or (ii) the largest portion, up to and including the total,
of the Acceleration, whichever amount, after taking into account all applicable
federal, state and local employment taxes, income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in Participant’s
receipt, on an after-tax basis, of the greater amount of the Acceleration
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax. In the event that the Acceleration is to be reduced, such
Acceleration shall be cancelled in the reverse order of the date of grant of
the Participant’s Awards unless the Participant elects in writing a different
order for cancellation.


The accounting firm engaged by the Company
for general audit purposes as of the day prior to the effective date of the
transaction triggering the Acceleration (“Triggering Transaction”) shall
perform the foregoing calculations. If the accounting firm so engaged by the
Company is serving as accountant or auditor for the individual, entity or group
effecting the Triggering Transaction, the Company shall appoint a nationally
recognized accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such accounting
firm required to be made hereunder.


13.2         Calculations.   The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the
Corporation and Participant within fifteen (15) calendar days after the date on
which Participant’s right to Acceleration arises (if requested at that time by
the Company or Participant) or at such other time as requested by the Company
or Participant. If the accounting firm determines that no Excise Tax is payable
with respect to an Acceleration, either before or after the application of the
Reduced Amount, it shall furnish the Company and Participant with an opinion
reasonably acceptable to Participant that no Excise Tax will be imposed with
respect to such Acceleration. Any good faith determination of the accounting
firm made hereunder shall be final, binding and conclusive upon the Company and
Participant.


13.3         Related
Corporations.   For purposes of this Article 13, the term
“Company” shall include affiliated corporations to the extent determined by the
Auditors in accordance with section 280G(d)(5) of the Code.


ARTICLE 14          WITHHOLDING TAXES.


 


14.1         General.
  To the extent required by applicable
federal, state, local or foreign law, a Participant or his or her successor
shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise in connection with the Plan. The Company
shall not be required to issue any Common Shares or make any cash payment under
the Plan until such obligations are satisfied.


14.2         Share
Withholding.   The Committee may
permit a Participant to satisfy all or part of his or her withholding or income
tax obligations by having the Company withhold all or a portion of any Common
Shares that otherwise would be issued to him or her or by surrendering all or a
portion of any Common Shares that he or she previously acquired. Such Common
Shares shall be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Common
Shares to the Company may be subject to restrictions, including any
restrictions required by rules of the Securities and Exchange Commission.


ARTICLE 15          ASSIGNMENT OR TRANSFER OF AWARDS.


 


15.1         General.
  An Award granted under the Plan shall
not be anticipated, assigned, attached, garnished, optioned, transferred or
made subject to any creditor’s process, whether voluntarily, involuntarily or
by


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operation
of law, except as approved by the Committee. However, this Article 15
shall not preclude a Participant from designating a beneficiary who will
receive any outstanding Awards in the event of the Participant’s death, nor
shall it preclude a transfer of Awards by will or by the laws of descent and
distribution.


15.2         Trusts.
  Neither this Article 15 nor any
other provision of the Plan shall preclude a Participant from transferring or
assigning Restricted Shares to (a) the trustee of a trust that is revocable
by such Participant alone, both at the time of the transfer or assignment and
at all times thereafter prior to such Participant’s death, or (b) the
trustee of any other trust to the extent approved in advance by the Committee
in writing. A transfer or assignment of Restricted Shares from such trustee to
any person other than such Participant shall be permitted only to the extent
approved in advance by the Committee in writing, and Restricted Shares held by
such trustee shall be subject to all of the conditions and restrictions set
forth in the Plan and in the applicable Stock Award Agreement, as if such
trustee were a party to such Agreement.


ARTICLE 16          FUTURE OF THE PLAN.


 


16.1         Term
of the Plan.   The Plan, as set forth
herein, was adopted on November 7, 2002, and became effective November 7, 2002.
The Plan shall remain in effect until it is terminated under Section 16.2.


16.2         Amendment
or Termination.   The Board may, at
any time and for any reason, amend or terminate the Plan. An amendment of the
Plan shall be subject to the approval of the Company’s stockholders only to the
extent required by applicable laws, regulations or rules or applicable stock
exchange rules. No Awards shall be granted under the Plan after the termination
thereof. The termination of the Plan, or any amendment thereof, shall not
affect any Award previously granted under the Plan.


ARTICLE 17          DEFINITIONS.


 


17.1         “Award”
means any award of an Option, an SAR, a Restricted Share or a Stock Unit under
the Plan.


17.2          “Board”
means the Company’s Board of Directors, as constituted from time to time.


17.3          “Change
in Control” shall mean the occurrence of any of the following events:


(a)         The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity’s securities outstanding
immediately after such merger, consolidation or other reorganization is owned
by persons who were not stockholders of the Company immediately prior to such
merger, consolidation or other reorganization;


(b)         A
change in the composition of the Board, as a result of which fewer than
one-half of the incumbent directors are directors who either:


(A)          Had been directors of the Company
24 months prior to such change; or


(B)           Were elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to such
change and who were still in office at the time of the election or nomination;
or


(c)         Any “person”
(as such term is used in sections 13(d) and 14(d) of the Exchange Act) by
the acquisition or aggregation of securities is or becomes the beneficial
owner, directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company’s then outstanding
securities ordinarily (and apart from rights accruing under special
circumstances) having the right to vote at elections of directors (the “Base
Capital Stock”); except that any change in the relative beneficial ownership of
the Company’s securities by


 


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any
person resulting solely from a reduction in the aggregate number of outstanding
shares of Base Capital Stock, and any decrease thereafter in such person’s
ownership of securities, shall be disregarded until such person increases in
any manner, directly or indirectly, such person’s beneficial ownership of any
securities of the Company.


The term “Change in Control” shall not include a
transaction, the sole purpose of which is to change the state of the Company’s
incorporation.


17.4          “Code”
  means the Internal Revenue Code of
1986, as amended.


17.5          “Committee”
  means a committee of the Board, as
described in Article 2.


17.6         “Common
Share”   means one share of the
common stock of the Company.


17.7         “Company”
  means Biosite Incorporated, a Delaware
corporation.


17.8         “Eligible
Employee”   means a common-law
employee of the Company, a Parent or a Subsidiary.


17.9         “Exchange
Act”   means the Securities Exchange
Act of 1934, as amended.


17.10       “Exercise
Price,”   in the case of an Option,
means the amount for which one Common Share may be purchased upon exercise of
such Option, as specified in the applicable Stock Option Agreement.  ”Exercise
Price,” in the case of an SAR, means an amount, as specified in the applicable
SAR Agreement, which is subtracted from the Fair Market Value of one Common
Share in determining the amount payable upon exercise of such SAR.


17.11       “Fair
Market Value”   means the market
price of Common Shares, determined by the Committee as follows:


(a)         If
the Common Shares were traded over-the-counter on the date in question but was
not traded on the Nasdaq Stock Market or the Nasdaq National Market, then the
Fair Market Value shall be equal to the mean between the last reported
representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which the Common Shares are quoted
or, if the Common Shares are not quoted on any such system, by the “Pink Sheets”
published by the National Quotation Bureau, Inc.;


(b)         If
the Common Shares were traded over-the-counter on the date in question and were
traded on the Nasdaq Stock Market or the Nasdaq National Market, then the Fair
Market Value shall be equal to the last-transaction price quoted for such date
by the Nasdaq Stock Market or the Nasdaq National Market;


(c)         If
the Common Shares were traded on a stock exchange on the date in question, then
the Fair Market Value shall be equal to the closing price reported by the
applicable composite transactions report for such date; and


(d)         If
none of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith on such basis as it deems
appropriate.


Whenever possible, the determination of Fair Market
Value by the Committee shall be based on the prices reported in the Western
Edition of The Wall Street Journal. Such determination shall be
conclusive and binding on all persons.


17.12       “ISO”
  means an incentive stock option
described in section 422(b) of the Code.


17.13       “NSO”
  means a stock option not described in
section 422 or 423 of the Code.


17.14       “Officer”
  means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated there thereunder and also means a person who holds a
Vice President or higher position with the Company.


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17.15       “Option”
  means a nonstatutory stock option
granted under the Plan and entitling the holder to purchase one Common Share. The
term “Option” shall not include an incentive stock option described section 422
of the Code.


17.16       “Optionee”
  means an individual or estate who holds
an Option or SAR.


17.17       “Outside
Director”   shall mean a member of
the Board who is not a common-law employee of the Company, a Parent or a
Subsidiary.


17.18       “Parent”
  means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.


17.19       “Participant”
  means an individual or estate who holds
an Award as provided in Section 4.2.


17.20       “Plan”   means
this Amended and Restated Biosite Incorporated 2002 Nonqualified Stock
Incentive Plan, as amended from time to time.


17.21       “Restricted Share”   means
a Common Share awarded under the Plan.


17.22       “SAR”
  means a stock appreciation right
granted under the Plan.


17.23       “SAR
Agreement”   means the agreement
between the Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his or her SAR.


17.24       “Stock
Award Agreement”   means the
agreement between the Company and the recipient of a Restricted Share or Stock
Unit which contains the terms, conditions and restrictions pertaining to such
Restricted Share or Stock Unit.


17.25       “Stock
Option Agreement”   means the
agreement between the Company and an Optionee which contains the terms, conditions
and restrictions pertaining to his or her Option.


17.26       “Stock
Unit”   means a bookkeeping entry
representing the equivalent of one Common Share, as awarded under the Plan.


17.27       “Subsidiary”
  means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the
Plan shall be considered a Subsidiary commencing as of such date.


ARTICLE 18          EXECUTION.


 


To record the adoption of
the Plan by the Board, the Company has caused its duly authorized officer to
affix the corporate name and seal hereto.


	
   

  	
  BIOSITE
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ KIM D. BLICKENSTAFF

  



 


 


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