STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "AGREEMENT") is made effective as of August 13, 2001 (the
"GRANT DATE"), by and between QUIDEL CORPORATION, a Delaware corporation (the "COMPANY"),
and S. WAYNE KAY ("OPTIONEE").
A. Concurrent with the execution and delivery of this Agreement, the Company and Optionee have entered into
that certain Amendment #1 to Employment Agreement pertaining to Optionee's appointment to the office of Chief
B. As a part of Optionee's appointment, and effective the Grant Date, the Company has granted 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 Committee granted 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
agree as follows:
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 125,000 shares of Common Stock (the "OPTIONED
SHARES") at the price per share equal to $5.20 (the "OPTION PRICE"). The Option Price equals the closing
price of the Common Stock on the trading day immediately preceding the Grant Date.
2. VESTING SCHEDULE.
The Option shall vest and become exercisable cumulatively as to 31,250 of the Optioned Shares on the first
anniversary of the Grant Date. The balance of the Optioned Shares shall vest at the rate of 8-1/3% (i.e.,
7,812.50 shares) for each full calendar quarter following the first anniversary of the Grant Date.
3. EXERCISE OF OPTION.
(a) EXTENT OF EXERCISE. The Option may be exercised at the time or af