DIGENE CORPORATION AMENDED AND RESTATED 1997 STOCK OPTION PLAN

EXHIBIT 10.2

DIGENE CORPORATION
AMENDED AND RESTATED 1997 STOCK OPTION PLAN

ARTICLE I
PURPOSE; EFFECTIVE DATE; DEFINITIONS

     1.1 Purpose . This Digene Corporation 1997 Stock Option Plan (the “Plan” ) is intended to secure for Digene Corporation (the “Company” ) and its stockholders the benefits of the incentive inherent in common stock ownership by consultants providing services to the Company and to afford such persons the opportunity to obtain or increase their proprietary interest in the Company on a favorable basis and thereby have an opportunity to share in its success.

     1.2 Effective Date . This Plan shall be effective on and after September 9, 1997.

     1.3 Definitions . Throughout this Plan, the following terms shall have the meanings indicated:

          (a) “Board” shall mean the Board of Directors of the Company.

          (b) “Change of Control” shall mean (a) the reorganization, consolidation or merger of the Company or any of its subsidiaries holding or controlling a majority of the assets relating to the business of the Company, with or into any third party (other than a subsidiary); (b) the assignment, sale, transfer, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole; or (c) the acquisition by any third party or group of third parties acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended) of shares of voting stock of the Company, the result of which in the case of any transaction described in clauses (a), (b) and (c) above is that immediately after the transaction the stockholders of the Company immediately before the transaction, other than the acquiror, own less than fifty percent (50%) of the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors of the surviving or resulting corporation in a transaction specified in clause (a) above, the acquiror in a transaction specified in clause (b) above, or the Company or the acquiror in a transaction specified in clause (c) above.

          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended, any successor revenue laws of the United States, and the rules and regulations promulgated thereunder.

          (d) “Committee” shall mean any committee of the Board designated by the Board to administer this Plan.

          (e) “Common Stock” shall mean the common stock, par value $.01 per share, of the Company.

          (f) “Company” shall mean Digene Corporation, a Delaware corporation.

          (g) “Consultant” shall mean a person that has entered into an agreement or arrangement (written or otherwise) to provide, or is currently engaged in providing, bona fide services (other than services in connection with the offer or sale of securities in a capital-raising transaction) to or for the benefit of the Company and is not an employee, officer or director of the Company or any of its subsidiaries on the date of grant of the Option; provided, that the Committee shall have sole discretion in the determination of whether a person is a Consultant to the Company for the purposes of this Plan.

          (h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          (i) “Fair Market Value” shall mean with respect to the Common Stock on any day, (i) the closing sales price of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading, or (ii) if not so reported, the closing sales price of a share of Common Stock as published in the NASDAQ National Market Issues report in the Eastern Edition of The Wall Street Journal, or (iii) if not so reported, the average of the closing bid and asked prices of a share of Common Stock as reported on the NASDAQ National Market System, or (iv) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Committee. In the event that the price of a share of Common Stock shall not be so reported or furnished, the Fair Market Value of a share of Common Stock shall be determined by the Committee in good faith. The market value of an Option granted under the Plan on any day shall be the market value of the underlying Common Stock, determined as aforesaid, less the exercise price of the Option. A “business day” is any day on which the relevant market is open for trading.

          (j) “Option” shall mean an option to purchase shares of Common Stock granted by the Committee under this Plan.

          (k) “Option Agreement” shall mean the certificate evidencing an Option grant.

          (l) “Option Shares” shall mean the shares of Common Stock issuable upon exercise of an Option.

          (m) “Plan” shall mean this Digene Corporation 1997 Stock Option Plan, as the same may be amended from time to time.

          (n) “Termination of Engagement” shall mean the termination of a Consultant’s consulting engagement with the Company such that from and after such date the Consultant is no longer expected, in the sole discretion of the Committee, to be engaged in

providing bona fide services to or for the benefit of the Company; provided, however, that a Termination of Engagement shall not be deemed to have occurred if the Consultant has become an employee, officer or director of the Company in which event a Termination of Engagement shall occur only upon the termination (whether voluntary or involuntary) of all positions with the Company.

ARTICLE II
ADMINISTRATION

     2.1 Committee Administration . This Plan and the Options granted hereunder shall be interpreted, construed and administered by the Committee in its sole discretion. A person who has been granted Options under the Plan may appeal to the Committee in writing any decision or action of the Committee with respect to the Plan that adversely affects such person. Upon review of such appeal and in any other case where the Committee has acted with respect to the Plan, the interpretation and construction by the Committee of any provisions of this Plan or of any Option shall be conclusive and binding on all parties.

     2.2 Committee Composition . The Committee shall consist of not less than two persons who shall be members of the Board and shall be subject to such terms and conditions as the Board may prescribe. Each Committee member shall be a “Non-Employee Director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. Once designated, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused and remove all members of the Committee.

     A majority of the entire Committee shall constitute a quorum, and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In addition, any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. Subject to the provisions of this Plan and the Company’s bylaws, and to any terms and conditions prescribed by the Board, the Committee may make such additional rules and regulations for the conduct of its business as it shall deem advisable. The Committee shall hold meetings at such times and places as it may determine.

     2.3 Committee Powers . The Committee shall have authority to grant Options pursuant to an Option Agreement providing for such terms (not inconsistent with the provisions of this Plan) as the Committee may consider appropriate. Such terms shall include, without limitation, as applicable, the number of shares, the Option price, the medium and time of payment, the term of each grant and any vesting requirements and may include conditions (in addition to those contained in this Plan) on the exercisability of all or any part of an Option. Notwithstanding any such conditions, the Committee may, in its discretion, at any time on or after the date of grant, accelerate the time at which any Option may be exercised. In addition, the Committee shall have complete discretionary authority to prescribe the form of Option Agreements; to adopt, amend and rescind rules and regulations pertaining to the administration

of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan. The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee. All expenses of administering this Plan shall be borne by the Company.

     2.4 Limitation on Receipt of Options by Committee Members . No person while a member of the Committee shall be eligible to be granted Options under this Plan, but a member of the Committee may be granted and may exercise options to purchase stock granted under other plans of the Company, and a member of the Committee may exercise Options granted under this Plan prior to his or her becoming a member of the Committee.

     2.5 Good Faith Determinations . No member of the Committee or other member of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Option granted hereunder.

ARTICLE III
ELIGIBILITY; SHARES SUBJECT TO PLAN

     3.1 Eligibility . The Committee shall from time to time determine and designate Consultants to receive Options under this Plan, the number of Options to be granted to each such Consultant, the formula or other basis on which such Options shall be granted to Consultants and any condition or conditions to the exercise of such Options consistent with the terms of this Plan. In making any such grant, the Committee may take into account the nature of services rendered by a Consultant, commissions, fees or other compensation paid by the Company to the Consultant, the capacity of the Consultant to contribute to the success of the Company and other factors that the Committee may consider relevant.

     3.2 Shares Subject to this Plan . Subject to the provisions of Section 4.1(e) (relating to adjustment for changes in Common Stock), the maximum number of shares that may be issued under this Plan shall not exceed in the aggregate 500,000 shares of Common Stock. Such shares may be authorized and unissued shares or authorized and issued shares that have been reacquired by the Company. If any Options granted under this Plan shall for any reason terminate or expire or be surrendered without having been exercised in full, then the shares not purchased under such Options shall be available again for grant hereunder.

     3.3 Changes . In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a merger, reorganization, consolidation, recapitalization, stock dividend, stock split or subdivision, such automatic substitution or adjustment shall be made in the maximum aggregate number of shares which may be issued under this Plan, the maximum number of shares with respect to which Options may be granted to any individual during any year, and the number and exercise price of shares subject to outstanding Options, as the Committee determines shall cause an equitable adjustment under this Plan, in proportion to the effect of such change to the Common Stock generally; provided that the number of shares subject to any Option shall be rounded down to the nearest whole number so that the number of shares subject to any Option shall always be a whole number. In the event of a change in the

Common Stock as presently constituted, which change is limited to a change of all of the authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Plan.

ARTICLE IV
STOCK OPTIONS

     4.1 Grant; Terms and Conditions . The Committee, in its discretion, may from time to time grant Options to any Consultant eligible to receive Options under this Plan. Each Consultant who is granted an Option shall receive an Option Agreement from the Company in a form specified by the Committee and containing such provisions, consistent with this Plan, as the Committee, in its sole discretion, shall determine at the time the Option is granted.

          (a) Number of Shares . Each Option Agreement shall state the number of shares of Common Stock to which it pertains.

          (b) Option Price . Each Option Agreement shall state the Option exercise price, which shall be the price determined by the Committee, in its absolute discretion, to be suitable to attain the purposes of this Plan; provided that the exercise price of an Option shall not be lower than the Fair Market Value of the Common Stock as of the date of the grant.

          (c) Medium and Time of Payment . Upon the exercise of an Option, the Option exercise price shall be payable in United States dollars, in cash (including by check) or (unless the Committee otherwise prescribes) in shares of Common Stock owned by the optionee, in Options granted to the optionee under the Plan which are then exercisable, or in a combination of cash, Common Stock and Options. If all or any portion of the Option exercise price is paid in Common Stock owned by the optionee, then that Common Stock shall be valued at its Fair Market Value as of the date the Option is exercised. If all or any portion of the Option exercise price is paid in Options granted to the optionee under the Plan, then such Options shall be valued at their Fair Market Value as of the date the Option is exercised. For the purpose of assisting an optionee to exercise an Option, the Company may, in the discretion of the Board, make loans to the optionee or guarantee loans made by third parties to the optionee, in either case on such terms and conditions as the Board may authorize.

          (d) Term and Exercise of Options . The term of each Option shall be determined by the Committee at the time the Option is granted; provided that the term of an Option shall in no event be more than ten years from the date of grant. Not less than one hundred shares may be purchased at any one time unless the number purchased is the total number at the time purchasable under the Option. During the lifetime of an optionee