Gen-Probe Incorporated Deferred Issuance Restricted Stock Award Grant Notice

Exhibit 10.101

Gen-Probe Incorporated
Deferred Issuance Restricted Stock Award Grant Notice
(The 2003 Incentive Award Plan)

Gen-Probe Incorporated (the “ Company ”), pursuant to Section 7 of The 2003 Incentive Award Plan of Gen-Probe Incorporated (the “ Plan ”), hereby awards to Employee a Deferred Issuance Restricted Stock Award (the “ Shares ”) as set forth below (the “ Award ”). This Award shall be evidenced by a Deferred Issuance Restricted Stock Award Agreement (the “ Agreement ”). This Award is subject to all of the terms and conditions as set forth herein and in the applicable Agreement, and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Additional Terms/Acknowledgements: The undersigned acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement and the Plan. Employee further acknowledges that as of the Date of Grant, this Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Employee and the Company regarding the acquisition of Shares and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and delivered to Employee under the Plan, and (ii) the following agreements only:

Attachment I

Gen-Probe Incorporated 2003 Incentive Award Plan

[See Exhibit 10.1 to Gen-Probe’s Current Report on Form 8-K filed on May 19, 2009]

Attachment II
Deferred Issuance Restricted Stock Award Agreement

GEN-PROBE INCORPORATED
2003 INCENTIVE AWARD PLAN
DEFERRED ISSUANCE RESTRICTED STOCK AWARD AGREEMENT

          Pursuant to the Deferred Issuance Restricted Stock Award Grant Notice (the “ Grant Notice ”) and this Deferred Issuance Restricted Stock Award Agreement (the “ Agreement ”), Gen-Probe Incorporated (the “ Company ”) hereby grants to you a deferred issuance restricted stock award pursuant to Section 7 of The 2003 Incentive Award Plan of Gen-Probe Incorporated (the “ Plan ”) for the number of shares as indicated in the Grant Notice (collectively, the “ Award ”).

          WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) provides that deferred compensation arrangements (including, in this case, the Award) that do not comply with, among other things, the distribution requirements of Code Section 409A, are subject to an additional 20% tax, plus interest, on the distribution.

          WHEREAS, Code Section 409A provides that the payment of the deferred compensation must not occur prior to: (i) Termination of Service (but “key employees” of publicly traded companies must wait an additional six months), (ii) Disability, (iii) death, (iv) a fixed date (or dates) specified at the time of deferral, (v) a change in control, or (vi) the occurrence of an unforeseeable emergency.

          WHEREAS, you are a “key employee” for purposes of the distribution limitations contained in Code Section 409A and as defined in Code Section 416(i).

          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I
DEFINITIONS

          1.1      General . Terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise.

          1.2      Cause . “ Cause ” shall mean (a) your failure or refusal to perform specific and lawful directions with respect to your service with the Company or a Subsidiary, (b) the commission by you of a felony or the perpetration by you of an act of fraud, dishonesty, or misrepresentation against, or breach of fiduciary duty toward, the Company or a Subsidiary or (c) any willful act or omission by you which is injurious in any material respect to the financial condition or business reputation of the Company or a Subsidiary.

          1.3      Disability . “Disability” means you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

          1.4      Secretary . “ Secretary ” shall mean the Secretary of the Company.

          1.5      Termination of Service . “ Termination of Service ” means your “separation from service” from the Company and its Subsidiaries for purposes of Section 409A of the Code, including that which occurs as a result of Disability or death.

ARTICLE II
DETAILS OF AWARD

          2.1      Purchase Price Consideration . The Award is provided to you in consideration of your past services. Therefore, you are not required to pay a purchase price to receive the Award.

          2.2      Vesting . Subject to the limitations contained herein, your Award will vest as provided in the Grant Notice.

          2.3      Dividends . You shall be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares covered by your Award, provided that if any such dividends or distributions are paid in shares, the Fair Market Value of such shares shall be converted into additional shares covered by the Award, and further provided that such additional shares shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the shares subject to the Award with respect to which they relate.

          2.4      Date of Issuance .

                    (a)     The Company will issue to you a number of shares of the Company’s Common Stock equal to the number of vested shares subject to your Award, including any additional shares received pursuant to Section 2.3 above that relate to those vested shares, on the earlier of (i) ________ or (ii) the effective date of your Termination of Service.

                    (b)     Notwithstanding anything to the contrary set forth herein, because you are a “key employee” for purposes of the distribution limitations contained in Code Section 409A and as defined in Code Section 416(i), share issuances to you as a result of your

Termination of Service shall not be made before the date which is six (6) months following the date of your Termination of Service, or, if earlier, the date of your death or Disability.

          2.5      Capitalization Adjustments to Number of Shares . The number of shares of Common Stock subject to your Award may be adjusted from time to time for capital