Exhibit
10.4

    


    SERACARE
LIFE SCIENCES, INC.

     RESTRICTED
STOCK AGREEMENT

    (pursuant
to 2001 Equity Incentive Plan)

    


    This
Restricted Stock Agreement (“Agreement”) is made and entered into as of December
8, 2010, by and between SeraCare Life Sciences, Inc. (the “Company”), and
Gregory A. Gould (the “Recipient”).  This Agreement is and shall be
subject in every respect to the provisions of the Company’s 2001 Equity
Incentive Plan, as amended from time to time (the “Plan”), which is incorporated
herein by reference and made a part hereof.  The Recipient
acknowledges that this Agreement shall be subject to all the terms and
provisions of the Plan and agrees that (a) in the event of any conflict between
the terms hereof and those of the Plan, the latter shall prevail, and (b) all
decisions under and interpretations of the Plan by the Board or the Committee
shall be final, binding and conclusive upon the Recipient and his or her heirs
and legal representatives.

     

    In
consideration of the mutual promises and covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    1.           Grant of
Shares.  Upon the execution of this Agreement, the Company
shall issue to the Recipient, in consideration of the Recipient’s service to the
Company, subject to the terms and conditions set forth in this Agreement, 50,000
shares of common stock, $0.001 par value per share, of the Company (“Common
Stock”).  Such shares, together with any securities of the Company
that may be issued in exchange for or in respect of the shares, whether by way
of stock split, stock dividend, combination of shares, reclassification,
recapitalization, reorganization or any other means, shall be referred to herein
as the “Shares.”

     

    2.           Forfeiture of Unvested
Shares.  In the event that the Recipient ceases to be an
employee of the Company for any reason or no reason, with or without cause
(“Termination”), all of the Shares that have not become “Vested Shares” as of
the date of Termination in accordance with the vesting schedule set forth in
Exhibit A hereto (any such shares, “Unvested Shares”) and all rights therein
shall immediately be transferred to the Company pursuant to Section 3 below, and
as of the date of Termination the Recipient shall have no further rights with
respect to such Shares.

     

    3.           Transfer of Unvested Shares
to Company.

    


    (a)           The
Recipient acknowledges and agrees that any certificate or other document
evidencing any Shares shall be held by the Company until such Shares become
Vested Shares.  Promptly after any Shares become Vested Shares, the
Company shall issue to the Recipient a certificate or other document evidencing
such Vested Shares.  The Recipient shall execute and deliver to the
Company such number of stock assignments as and when the Company shall request,
duly endorsed in blank, in the form requested by the Company.  Upon
Termination, the Unvested Shares shall be transferred to the Company, and the
certificates or other documents evidencing the Unvested Shares shall be
cancelled.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (b)           From
and after the date of Termination,  the Company shall not pay any
dividend to the Recipient on account of such Unvested Shares or permit the
Recipient to exercise any of the privileges or rights as a stockholder with
respect to the Unvested Shares, but shall, in so far as permitted by law, treat
the Company as the owner of such Unvested Shares.

    


    (c)           No
amount shall be payable to the Recipient with respect to Unvested Shares
transferred to the Company pursuant to this Section 3.

    


    
      4.          
Restrictions on Unvested
Shares.

    

    


    (a) Transfer.  The
Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, voluntarily or involuntarily, by operation of law or otherwise
(collectively “Transfer”) any Unvested Shares or any interest therein, except
for Transfers to the Company pursuant to Section 3.

    


    (b) Dividend
Rights.  Notwithstanding Section 3.2(b) of the Plan, the
Recipient shall be entitled to receive any dividends that may be distributed
with respect to Unvested Shares prior to the date of Termination.

     

    5.           Effect of Prohibited
Transfer.  The Company shall not be required (a) to
transfer on its books any of the Shares which shall have been Transferred in
violation of any of the provisions set forth in this Agreement, or (b) to
treat as owner of such Shares or to pay dividends to any transferee to whom any
such Shares shall have been so Transferred.

    


    6.           Restrictive
Legend.  All certificates representing Shares shall bear a
legend which refers to the restrictions imposed by this Agreement and the Plan
and any applicable state or federal securities laws or regulations, and which
legend is otherwise in such form as the Company may deem
appropriate.

    


    7.           Adjustments for
Recapitalizations and Other Transactions.  The Shares issued
pursuant to this Agreement shall be subject to adjustment upon changes in
recapitalizations or other transactions pursuant to the provisions of Section
5.2(a) of
the Plan.

     

    8.           Taxes.  The
Recipient understands and agrees that he or she shall be fully liable for any
income and employment taxes owed by him or her with regard to issuance of the
Shares, whether owed at the time of transfer pursuant to the Recipient having
made an election under Section 83(b) of the Internal Revenue Code of 1986, as
amended (an “83(b) Election”), or at the time that the Shares vest pursuant to
the vesting schedule set forth at Exhibit A hereto.  The Company’s
obligations to issue the Shares shall be subject to the Recipient’s satisfaction
of any federal, state and local income and employment tax withholding
requirements.


    
      
         


      

      
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    Unless
otherwise determined by the Board or the Committee, any tax withholding
obligation shall be satisfied by (i) the Company withholding from the Shares a
number of shares of Common Stock having an aggregate fair market value on the
date the withholding is effected equal to the minimum amount of such tax
withholding obligation, or (ii) the Recipient delivering to the Company a number
of shares of Common Stock having an aggregate fair market value on the date the
withholding is effected equal to the minimum amount of such tax withholding
obligation.  For purposes of such withholding, the fair market value
of the Common Stock shall equal the closing price of the Common Stock on the
Nasdaq Capital Market (or such other national securities exchange on which the
Common Stock shall then be listed).  It is intended that any
withholding or delivery to the Company of shares of Common Stock to satisfy any
such tax withholding obligation shall be exempt from the application of Section
16(b) of the Securities Exchange Act of 1934, as amended, by virtue of Rule
16b-3(e) thereunder.

     

    9.           83(b)
Election.  The Recipient understands that it shall be his or
her decision whether to make an 83(b) Election with respect to the Shares, and
that if he or she chooses to make such election, it must be made within 30 days
of the date of execution of this Agreement.

     

    10.         Miscellaneous.

     

    (a)           Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to
the extent permitted by law.

     

    (b)           Binding
Effect.  This Agreement shall be binding and inure to the
benefit of the Company and the Recipient and their respective heirs, executors,
administrators, legal representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 4 of this Agreement.

     

    (c)           Notice.    All notices or other
communications under this Agreement shall be in writing and shall be delivered
by hand, sent via a reputable nationwide overnight courier service, or mailed by
first class certified or registered mail, return receipt requested, postage
prepaid, to the Company at its principal place of business and to the Recipient
at the address of record on file with the Company.  

     

    (d)          Amendment.  This
Agreement may be amended or modified only by a written instrument executed by
both of the Company and the Recipient.

     

    (e)           Governing
Law.  This Agreement shall be construed, interpreted and
enforced in accordance with the laws of The Commonwealth of
Massachusetts.

     

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    IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Stock
Agreement as of the date first written above.

     

    
      
        
          	
                  SeraCare
      Life Sciences, Inc.

                
	 
      	 
      
	
                  By: 

                	
                  /s/ Susan L.N. Vogt

                
	 
      	
                  Susan
      L.N. Vogt

                
	 
      	
                  President
      and Chief Executive Officer

                
	 
      	 
      
	
                  Recipient

                
	 
      	 
      
	
                  /s/ Gregory A. Gould

                
	
                  Gregory
      A. Gould

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Vesting
Schedule

     

    Shares
subject to this Agreement shall become Vested Shares pursuant to the following
schedule:

     

    25%, or
12,500, of the Shares shall become Vested Shares on the first anniversary of the
date of this Agreement, and

     

    6.25%, or
3,125, of the Shares shall become Vested Shares at the end of each three month
period following the first anniversary of the date of this
Agreement;

     

    so that
all Shares shall be Vested Shares as of the fourth anniversary of the date of
this Agreement;

     

    provided, however, that all
vesting of Shares shall cease upon Termination (as defined in Section 2 above),
and provided further
that vesting of Shares shall be subject to the acceleration provisions of
Section 5.2(c)(2) of the Plan and Section 5.3(b)(iii) of the Employment
Agreement, dated August 16, 2006 and amended and restated on November 18, 2009,
between the Recipient and the Company, as the same may hereafter be
amended.