STRATEGIC DIAGNOSTICS INC. RESTRICTED STOCK GRANT AGREEMENT

Exhibit 99.2

STRATEGIC DIAGNOSTICS INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) is dated as of May 15, 2012 (the “Date of Grant”), by and between Strategic Diagnostics Inc., a Delaware corporation (the “Company”), and Xxxxxx X. Xxxxxx (the “Grantee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has decided to grant restricted stock to the Grantee in connection with the Grantee’s service as a Director of the Company and in accordance with Company’s Board Compensation Policy and as an inducement for the Grantee to promote the best interests of the Company and its stockholders; and

WHEREAS, the Company maintains the Strategic Diagnostics Inc. 2000 Stock Incentive Plan, as amended through May 17, 2011 (the “Plan”); and

WHEREAS, this restricted stock grant is made in accordance with the Plan and subject to the terms and conditions set forth hereinafter and in the Plan; and

WHEREAS, except as specifically indicated otherwise, all references in this Agreement to the “Board” shall be deemed to refer to the Compensation Committee.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual provisions and covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Grantee, intending to be legally bound, hereby agree as follows:

1. Restricted Stock Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Grantee 2,500 shares of the Company’s common stock, par value $0.01 per share (the “Restricted Stock”), subject to the restrictions set forth below. The Company acknowledges payment by the Grantee for the Restricted Stock of $25.00 in cash (representing par value of the shares at $0.01 per share). Shares of Restricted Stock may not be transferred by the Grantee or subjected to any security interest until the shares have become vested pursuant to Section 2 of this Agreement.

2. Vesting and Nonassignability of Restricted Stock.

(a) The shares of Restricted Stock shall become vested in two equal portions, and the restrictions described in Section 2(d) shall lapse in accordance with the following schedule, if the Grantee continues to provide service to the Company from the Date of Grant until the applicable Vesting Date:

		VESTING DATE		SHARES VESTED
		5/15/2013		1,250
		5/15/2014		1,250

(b) Notwithstanding the provisions of Section 2(a) above, if the Grantee ceases to provide service to the Company on account of retirement (which retirement status shall be determined at the Board’s sole discretion) at any time during the period before the shares of Restricted Stock vest (the “Restriction Period”), the restrictions and conditions on the Restricted Stock shall lapse and the shares shall become fully vested on the date on which the Grantee ceases to provide service to the Company on account of retirement,

(c) Notwithstanding the provisions of Section 2(a) above, if a Change of Control (as defined in the Plan) occurs at any time during the Restriction Period while the Grantee is providing service to the Company, the restrictions and conditions on the Restricted stock shall lapse and the shares shall become fully vested on the date of the Change of Control.

(d) During the Restriction Period, the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

1. Issuance of Certificates.

(a) Stock certificates representing the Restricted Stock may be issued by the Company and held in escrow by the Company until the Restricted Stock vests, or the Company may hold non-certificated shares until the Restricted Stock vests. During the Restriction Period, the Grantee shall receive any cash dividends with respect to the shares of Restricted Stock and may participate in any distribution pursuant to a plan of dissolution or complete liquidation of the Company. In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the Restriction Period, the shares or other property issued or declared with respect to the non-vested shares of Restricted Stock shall be subject to the same terms and conditions relating to vesting as the shares to which they relate.

(b) When the Grantee obtains a vested right to shares of Restricted Stock, a certificate representing the vested shares shall be issued to the Grantee, free of the restrictions under Section 2 of this Agreement.

(c) The obligation of the Company to deliver shares upon the vesting of the Restricted Stock shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.

2. Change of Control. Except as otherwise provided in this Agreement, the provisions of the Plan applicable to a Change of Control shall apply to the Restricted Stock, and, in the event of a Change of Control, the Board may take such actions as it deems appropriate.

3. Agreement Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference (except as otherwise provided in this Agreement in accordance with the terms of the Plan), and in all respects shall be interpreted in accordance with the Plan. The grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the Agreement pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

4. Withholding. The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the Restricted Stock. Subject to Board approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Restricted Stock by having shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

5. Tax Consequences. The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Grantee understands that section 83 of the Code taxes as ordinary income the difference between the amount paid for the Restricted Stock and the fair market value of the Restricted Stock as of the date any restrictions on the Restricted Stock lapse pursuant to Section 2 of this Agreement. The Grantee understands that the Grantee may elect to be taxed at the time the Restricted Stock is granted rather than when and as the vesting period expires by filing an election under section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the Date of Grant. A memorandum describing the tax consequences under Code section 83 and the form for making a Section 83(b) election is attached as Exhibit A hereto.

THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF.

6. No Service or Other Rights. This Agreement shall not confer upon the Grantee any right to be retained by or in the service of the Company and shall not interfere in any way with the right of the Board to terminate the Grantee’s service under its appropriate bylaws.

7. Assignment by the Company. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

8. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

9. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Chief Financial Officer at Strategic Diagnostics Inc., 000 Xxxxxxxx Xxxxx, Xxxxxx, XX 00000, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Company, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this instrument, and the Grantee has placed his signature hereon, effective as of the day and year first set forth above.

STRATEGIC DIAGNOSTICS INC.
By:		/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Chief Financial Officer
Strategic Diagnostics Inc.

I hereby accept the grant of the Restricted Stock described in this Agreement. I have read the Plan and I understand that the capitalized terms herein where indicated shall have the same meaning as those terms have under the Plan. I hereby agree to be bound by the terms of the Plan and this Agreement and any determinations of the Board with respect thereto.

/s/ Xxxxxx X. Xxxxxx

Grantee: Xxxxxx X. Xxxxxx