Exhibit 10.2
QUIDEL CORPORATION
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this
“Agreement”) is entered into as of January 16,
2009, by and between QUIDEL CORPORATION, a Delaware corporation
(the “Company”), and Douglas C. Bryant
(“Optionee”).
A.
Concurrent with the execution and
delivery of this Agreement, the Company and Optionee have entered
into that certain Employment Agreement pertaining to
Optionee’s appointment to the office of President and Chief
Executive Officer.
B.
As a part of Optionee’s
appointment, and effective as of the date of commencement of
Optionee’s employment with the Company (the “Grant
Date”), the Company hereby grants to Optionee, pursuant to
the Company’s 2001 Equity Incentive Plan (the
“Plan”), a nonstatutory stock option (the
“Option”) to purchase shares of the common stock of the
Company (the “Common Stock”) on the terms and
conditions set forth herein. This Agreement is intended to
memorialize the terms and conditions upon which the Company’s
Board of Directors (the “Board”) has approved the grant
of the Option to Optionee.
NOW, THEREFORE, in consideration of
the foregoing and of the mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1.
Grant of Option
. Optionee may, at
Optionee’s election and upon the terms and conditions set
forth herein, purchase all or any part of an aggregate of 700,000
shares of Common Stock (the “Optioned Shares”) at the
price per share (the “Option Price”) determined as of
the Grant Date. The Option Price equals the fair market value
of the Common Stock determined in accordance with the
Plan.
2.
Vesting
Schedule .
The Option shall vest fifty percent
(50%) on the second anniversary of the Grant Date and twenty-five
percent (25%) per year thereafter on the third and fourth
anniversary of the Grant Date, respectively.
3.
Exercise of
Option .
(a)
Extent of Exercise
. The Option may be exercised
at the time or after installments vest as specified in
Section 2 with respect to all or part of the Optioned Shares
covered by such vested installments, subject to the further
restrictions contained in this Agreement. In the event that
Optionee exercises the Option for less than the full number of
Optioned Shares included within a vested installment, Optionee
shall be entitled to exercise the Option (in one or more subsequent
increments) for the balance of the Optioned Shares included in said
vested installment; provided, however , that in no event
shall Optionee be entitled to
exercise the Option for fractional shares of
Common Stock or for a number of shares exceeding the maximum number
of Optioned Shares.
(b)
Procedure . The Option shall be deemed to be
exercised when the Secretary of the Company receives written notice
of exercise from or on behalf of Optionee, together with payment of
the Option Price and any amounts required under
Section 3(c). The Option Price shall be payable upon
exercise in (i) legal tender of the United States;
(ii) capital stock of the Company delivered in transfer to the
Company by or on behalf of Optionee, duly endorsed in blank or
accompanied by stock powers duly endorsed in blank, with signatures
guaranteed in accordance with the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), if required by the
Company (valued at fair market value as of the exercise date); or
(iii) such other consideration as the Company may deem
acceptable in any particular instance; provided, however ,
that the Company may, in its discretion, allow exercise of the
Option in a broker-assisted or similar transaction in which the
Option Price is not received by the Company until promptly after
exercise.
(c)
Withholding Taxes
. Whenever shares of Common
Stock are to be issued upon exercise of the Option, the Company
shall have the right to require Optionee to remit to the Company an
amount sufficient to satisfy any federal, state and local
withholding tax requirements, as may be applicable and prior to
such issuance. The Company may, in its discretion, allow
satisfaction of tax withholding requirements by accepting delivery
of Common Stock.
4.
Term of Option and Effect of
Termination .
No portion of the Option shall vest after termination of
Optionee’s employment, regardless of the reason for such
termination. In the event that Optionee shall cease to be an
employee of the Company, the Option shall be exercisable, to the
extent already exercisable at the date Optionee ceases to be an
employee and regardless of the reason Optionee ceases to be an
employee, for a period of 365 days after that date, and shall then
expire and terminate. In the event of the death of Optionee
while he is an employee of the Company or within the period after
termination of such status during which he is permitted to exercise
the Option, the Option may be exercised by any person or persons
designated by Optionee on a beneficiary designation form adopted by
the administrator for such purpose or, if there is no effective
beneficiary designation form on file with the Company, by the
executors or administrators of Optionee’s estate or by any
person or persons who shal
