Exhibit
10.2


QUIDEL
CORPORATION


FORM OF
2007 RESTRICTED STOCK AWARD AGREEMENT


This Restricted Stock Award Agreement (this “Agreement”) is
entered into as of                      , 2007
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 covering the
Restricted Shares is tied to the achievement of the three (3) year performance
triggers for the Company over the three-year period, ending December 31,
2009.  Specifically and assuming you are
employed by the Company through the end of such period, restrictions lapse on
all or a portion of the Restricted Shares at the end of the three-year period
depending upon the Company’s achievement of predetermined revenue and EBITDA
goals, as determined by the Board of Directors and/or its Compensation
Committee, for the three-year period ending on December 31, 2009.  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.