Accelerate Diagnostics, Inc (Form: S-8, Received: 03/22/2013 06:07:46)

As filed with the Securities and Exchange Commission on March 22, 2013

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________________

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its charter)


Delaware		84-1072256

(State or other jurisdiction of of incorporation or organization)		(I.R.S. Employer Identification No.)

3950 South Country Club Road, Suite 470
Tucson, Arizona		85714

(Address of principal executive offices)		(Zip Code)

Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan

(formerly known as the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan)

(Full title of the plan)

Steve Reichling

Chief Financial Officer

Accelerate Diagnostics, Inc.

3950 South Country Club Road, Suite 470

Tucson, Arizona 85714

(520) 365-3100

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Daniel M. Mahoney

Snell & Wilmer L.L.P.

One Arizona Center

400 East Van Buren

Phoenix, Arizona 85004

(602) 382-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of
securities to be
registered

Amount to be
registered

Proposed maximum
offering price
per share

Proposed maximum
aggregate

offering price

Amount of
registration fee

Common Stock,
par value $0.001 per share

1,677,500 shares (1)

$6.22 (2)

$10,434,050

$831.10 (3)

⁽¹⁾		Effective October 31, 2012, the registrant’s board of directors approved the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (formerly known as the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan), as amended (the “2012 Plan”), which supersedes the Accelr8 Technology Corporation 2004 Omnibus Stock Option Plan and all other prior equity compensation plans or programs maintained by the registrant (collectively, the “Prior Plans”). On December 12, 2012, the registrant’s stockholders approved the 2012 Plan. The total number of shares of stock reserved and available for grant pursuant to the 2012 Plan is equal to the total number of shares of stock that were authorized but unissued under the Prior Plans, which is equal to 1,677,500 shares of the registrant’s common stock . Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock that may become issuable under the 2012 Plan by reason of any stock dividend, stock split, recapitalization or similar adjustments.
⁽²⁾		Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) based upon the average of the high and low prices of the registrant’s common stock, as reported on the NASDAQ Capital Market, on March 18, 2013.
⁽³⁾		The total registration fee payable with respect to the shares registered on this Registration Statement is $1,423.20. As permitted by Rule 457(p), the registration fee set forth in the table above is equal to such total fee minus the $592.10 registration fee that the registrant previously paid with respect to such shares in connection with filing a Registration Statement on Form S-8 (File No. 333-182930) on July 30, 2012. Concurrently with the filing of this Registration Statement, the registrant is filing a post-effective amendment to terminate the offering contemplated by such previously filed Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in Part I of this Form S-8 will be delivered to each employee, officer, director or other person, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), who is eligible to participate in the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (formerly known as the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan) , as amended (the “Plan”). These documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference .

The following documents have been filed by Accelerate Diagnostics, Inc. (the “Registrant” or the “Company”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are hereby incorporated by reference in this Registration Statement:

the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012, filed with the Commission on October 26, 2012;

the Company’s Transition Report on Form 10-K for the transition period ended December 31, 2012, filed with the Commission on March 20, 2013;

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Commission on December 14, 2012, and any amendments or reports filed for the purpose of updating the Company’s Quarterly Reports;

the Company’s Current Reports on Form 8-K filed with the Commission on August 15, 2012, August 24, 2012, November 2, 2012, December 13, 2012 and March 12, 2013, and any amendments or reports filed for the purpose of updating the Company’s Current Reports; and

the description of the Company’s common stock, par value $0.001 per share (the “Common Stock”), contained in Form 8-A, filed with the Commission on December 26, 2012 and any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities .

Not applicable.

Item 5. Interests of Named Experts and Counsel .

Not applicable.

Item 6. Indemnification of Directors and Officers .

Section 145(a) of the General Corporation Law of the State of Delaware (the “General Corporation Law”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which such court shall deem proper.

Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145, subsections (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and that the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under such Section 145.

Section 102(b)(7) of the General Corporation Law provides that a corporation in its certificate of incorporation may eliminate or limit personal liability of members of its board of directors or governing body for violations of a director’s fiduciary duty. However, no such provision may eliminate or limit the liability of a director for breaching his or her duty of loyalty, acting or failing to act in good faith, engaging in intentional misconduct or knowing violations of law, paying an unlawful dividend or approving an unlawful stock repurchase, or obtaining an improper personal benefit. A provision of this type has no effect on the availability of equitable remedies, such as injunction or rescission, for breach of fiduciary duty.

Article VIII of the Company’s Certificate of Incorporation provides:

1. Limitation of Liability . To the fullest extent permitted by law, a director of the Company shall not be personally liable to the Company or to its stockholders for monetary damages for any breach of fiduciary duty as a director. No amendment to, modification of or repeal of this Article VIII, Paragraph 1 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

2. Indemnification . The Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Company shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Company. Any amendment, repeal or modification of this Article VIII, Paragraph 2 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

Article VI of the Company’s Bylaws provides that each director and officer of the Company, and each person who shall serve at its request as a director or officer of another corporation in which the Company owns shares of capital stock or of which it is a creditor, whether or not then in office, and his personal representatives, shall be indemnified by the Company against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been such director or officer, except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence of misconduct in the performance of his duties. Such costs and expenses shall include amounts reasonably paid in settlement for the purposes of curtailing the costs of litigation, but only if the Company is advised in writing by its counsel that in his opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law or by agreement.

To further the provisions of Delaware law and the Company’s governing documents, as described above, the Company has entered into indemnification agreements with each of its directors and executive officers. The provisions of the indemnification agreements generally parallel the portions of the governing documents described above. Absent the indemnification agreements, the indemnification that might be available to directors and officers could be changed by amendment to the Company’s Articles of Incorporation and/or Bylaws. In the event of changes, after the date of such indemnification agreements, in any applicable law, statute or rule which expands the right of a corporation to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of the rights and obligations under the indemnification agreements.

The Company has customary policies of directors’ and officers’ liability insurance that insure directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances.

Item 7. Exemption From Registration Claimed .

Not applicable.

Item 8. Exhibits .

The exhibit list in the Index to Exhibits is incorporated herein by reference as the list of exhibits required as part of this Registration Statement.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however , that paragraphs (a)(1)(i) and (ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on March 22, 2013.

ACCELERATE DIAGNOSTICS, INC.

By: /s/ Steve Reichling

Name: Steve Reichling

Title:

Chief Financial Officer
( Principal Financial Officer and Principal Accounting Officer )

POWER OF ATTORNEY

The officers and directors of Accelerate Diagnostics, Inc., whose signatures appear below, hereby constitute and appoint Lawrence Mehren or Steve Reichling, their true and lawful attorney-in-fact and agent, with full power of substitution, with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this registration statement on Form S-8, including post-effective amendments and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Lawrence Mehren Lawrence Mehren	President, Chief Executive Officer and Director ( Principal Executive Officer, )	March 22, 2013
/s/ Steve Reichling Steve Reichling	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 22, 2013
/s/ John Patience John Patience	Chairman of the Board	March 22, 2013
/s/ Jack Schuler Jack Schuler	Director	March 22, 2013
/s/ Matthew W. Strobeck, Ph.D. Matthew W. Strobeck, Ph.D.	Director	March 22, 2013
/s/ Frank J.M. ten Brink Frank J.M. ten Brink	Director	March 22, 2013

EXHIBIT INDEX

Exhibit No.	Description
4.1	Certificate of Incorporation of Accelerate Diagnostics, Inc. (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 13, 2012)
5.1	Opinion of Snell & Wilmer L.L.P. (filed herewith)
23.1	Consent of Comiskey & Company, P.C. (filed herewith)
23.2	Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)
99.1	Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan (incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 13, 2012)
99.2	First Amendment to Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan (among other things, changing the name of the plan to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan) (filed herewith)
99.3	Form of Nonqualified Stock Option Award Agreement (filed herewith)
99.4	Form of Incentive Stock Option Award Agreement (filed herewith)

EXHIBIT 5.1

March 22, 2013

Accelerate Diagnostics, Inc.

3950 South Country Club Road, Suite 470

Tucson, Arizona 85714

Attn: Steve Reichling

Re: Registration Statement on Form S-8

Accelerate Diagnostics, Inc., Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as counsel to Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission (the “Commission”) on Form S-8 of 1,677,500 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (formerly known as the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan), as amended (the “Plan”). In connection with this registration, we have reviewed the proceedings of the board of directors of the Company relating to the approval of the Plan and the registration and the issuance of the Shares, the Company’s Certificate of Incorporation and all amendments thereto, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to render the following opinion.

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued in accordance with the terms of the Plan against payment therefor, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name in appropriate sections of the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Snell & Wilmer L.L.P.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology Corporation) dated October 26, 2012, appearing in the Annual Report on Form 10-K of Accelerate Diagnostics, Inc. for the year ended July 31, 2012 and dated March 19, 2013, appearing in the Transition Report on Form 10-K of Accelerate Diagnostics, Inc. for the transition period ended December 31, 2012.

Denver, Colorado

March 22, 2013

/s/ COMISKEY & COMPANY
PROFESSIONAL CORPORATION

FIRST AMENDMENT TO THE
ACCELR8 TECHNOLOGY CORPORATION

2012 OMNIBUS EQUITY INCENTIVE PLAN

Effective as of October 31, 2012, Accelr8 Technology Corporation (the “ Company ”) established the Accelr8 Technology Corporation 2012 Omnibus Equity Incentive Plan (the “ Plan ”). Effective as of December 24, 2012, the Company changed its name to Accelerate Diagnostics, Inc. Additionally, effective as of December 26, 2012, the Company transferred the listing of its common stock from NYSE MKT LLC to the NASDAQ Capital Market. By adoption of this instrument, the Company desires to amend the Plan to reflect these changes and to make certain other changes the Company deems appropriate.

1. Except as otherwise provided herein, this First Amendment shall be effective as of the date on which it is executed.

2. The name of the Plan is hereby amended to read as follows:

the accelerate diagnostics, inc. 2012 omnibus equity incentive plan

3. Section 1.1 of the Plan ( Establishment ) is hereby amended and restated in its entirety to read as follows:

1.1 ESTABLISHMENT . Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology Corporation), a Delaware corporation (the “ Company ”), hereby establishes the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “ Plan ”). The Plan will supersede and replace the 2004 Omnibus Stock Option Plan (the “ 2004 Plan ”) and all other Prior Plans. No awards will be made pursuant the 2004 Plan or any other Prior Plan after the date it is approved by the Board (the “ Effective Date ”); provided, however, that the 2004 Plan and all Prior Plans shall remain in effect until all awards granted under such Prior Plans have been exercised, forfeited, canceled, or have otherwise expired or terminated in accordance with the terms of such awards.

4. Effective December 26, 2012, Section 3.1 of the Plan ( Committee ) is hereby amended and restated in its entirety to read as follows:

3.1 COMMITTEE . The Plan shall be administered by the Board or, with respect to individuals subject to the requirements of Section 16 of the Exchange Act or Covered Employees, the Committee. The Committee shall consist of 2 or more individuals, each of whom qualifies as: (i) a “non-employee director” as defined in Rule 16b-3(b)(3) of the General Rules and Regulations of the Exchange Act; and (ii) an “outside director” as defined in Section 162(m) of the Code, in each case, as each such rule or regulation is in effect from time to time. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. All references in the Plan to the “Committee” shall be, as applicable, to the Board or the Committee appointed by the Board, as applicable.

5. Effective December 26, 2012, the last sentence of Section 4.5 of the Plan ( Replacement Awards ) is hereby amended to read as follows:

Any shares of Stock authorized and available for issuance under the Acquired Plan shall, subject to adjustment as described in Section 4.4 , be available for use in making Awards under this Plan with respect to persons eligible under such Acquired Plan, by virtue of the Company’s assumption of such Acquired Plan, consistent with NASDAQ Rules (or rules of any other exchange upon which the Stock is then traded), including, but not limited to, NASDAQ Rule 5635(c), including IM-5635-1, as such Rules may be amended or replaced from time to time.

6. Effective December 26, 2012, the first sentence of Section 13.4 of the Plan ( Clawback) is hereby amended to read as follows:

Notwithstanding any provision of the Plan to the contrary, in an Award Agreement, the Committee shall include provisions calling for the recapture or clawback of all or any portion of an Award to the extent necessary to comply with applicable law in effect on the date of the Award Agreement, including, but not limited to, the final rules issued by the Securities and Exchange Commission and the NASDAQ (or any other exchange upon which the Stock is then listed) pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

7. Effective December 26, 2012, the last sentence of Section 16.10 of the Plan ( Government and other Regulations ) is hereby amended to read as follows:

The Committee shall impose such restrictions on any Award as it may deem advisable, including without limitation, restrictions under applicable federal securities law, under the requirements of the NASDAQ (or any other exchange upon which the Stock is then listed), quoted or traded and under any blue sky or state securities laws applicable to such Award.

8. Section (j) of the Glossary (“ Company ”) is hereby amended and restated in its entirety to read as follows:

(j) “ Company ” means Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology Corporation), a Delaware corporation and any successor corporation.

9. Effective as of December 26, 2012, Section (q) of the Glossary (“ Fair Market Value ”) is hereby amended and restated in its entirety to read as follows:

(q) “ Fair Market Value ” means, as of any given date, the closing price for the Stock as reported on the NASDAQ (or any other exchange upon which the Stock is then listed) on that date or the closing price for the Stock on the immediately preceding date or, if no such prices are reported on either such date, the closing price on the last day on which such prices were reported.

10. Section (dd) of the Glossary (“ Plan ”) is hereby amended and restated in its entirety to read as follows:

(dd) “ Plan ” means this Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan, as it may be amended from time to time.

11. The purpose of this First Amendment is to, among other things, change the name of the Plan and reflect that the Company is listed on the NASDAQ Capital Market. Unless the context indicates otherwise, all references to “Accelr8 Technology Corporation” are hereby replaced with references to “Accelerate Diagnostics, Inc.” and all references to “NYSE” or “New York Stock Exchange” are hereby replaced with references to “NASDAQ.” Any other provisions of the Plan which are inconsistent with this intent are hereby amended to the extent necessary to complete the name change.

12. This First Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this 21st day of March, 2013.

ACCELERATE DIAGNOSTICS, INC.

By: /s/ Steve Reichling

Steve Reichling, Chief Financial Officer

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

UNDER THE ACCELERATE DIAGNOSTICS, INC.

2012 OMNIBUS EQUITY INCENTIVE PLAN

This Nonqualified Stock Option Award Agreement (this “ Agreement ”) is between Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology Corporation), a Delaware corporation (the “ Company ”) and ________________________ (the “ Optionee ”), and is effective as of the ____ day of __________, 20__ (the “ Date of Grant ”).

RECITALS

A. The Board of Directors of the Company (the “ Board ”) has adopted and the shareholders have approved the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “ Plan ”) to promote the success an enhance the value of the Company by linking the personal interests of the Plan’s participants to those of the Company’s shareholders by providing such individuals with an incentive for outstanding performance.

B. The Compensation Committee has approved the granting of Nonqualified Stock Options to Optionee pursuant to Section 7.1 of the Plan.

C. To the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Plan.

D. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Optionee agree as follows:

AGREEMENT

1. Grant of Option . Subject to the terms of this Agreement and Section 7.1 of the Plan, the Company grants to Optionee the right and option to purchase from the Company all or any part of an aggregate of __________ shares of Stock (“ Option ”). The Option granted under this Agreement is not intended to be an “Incentive Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

2. Exercise Price . The exercise price under this Agreement is $__________ per share of Stock, as determined by the Committee, which shall not be less than the Fair Market Value of a share of Stock on the Date of Grant.

3. Vesting of Option . The Option shall vest and become exercisable according to the following schedule: [TO BE INSERTED: VESTING SCHEDULE, INCLUDING PROVISIONS REGARDING ACCELERATED VESTING UPON A CHANGE OF CONTROL IF APPLICABLE. SEE ARTICLE 14 OF PLAN].

4. Exercise of Option . This Option may be exercised in whole or in part at any time after it vests in accordance with Section 3 and before the Option expires by delivery of a written notice of exercise (under Section 5 below) and payment of the exercise price. The exercise price may be paid in cash, or shares of Stock held for longer than six months (through actual tender or by attestation), or such other method permitted by the Committee (including broker-assisted “cashless exercise” arrangements) and communicated to the Optionee before the date the Optionee exercises the Option.

5. Method of Exercising Option . Subject to the terms of this Agreement, the Option may be exercised by timely delivery to the Company of written notice, which notice shall be effective on the date received by the Company. The notice shall state the Optionee’s election to exercise the Option and the number of underlying shares in respect of which an election to exercise has been made. Such notice shall be signed by the Optionee, or if the Option is exercised by a person or persons other than the Optionee because of the Optionee’s death, such notice must be signed by such other person or persons and shall be accompanied by proof acceptable to the Committee of the legal right of such person or persons to exercise the Option.

6. Term of Option . The Option granted under this Agreement expires, unless sooner terminated, ten (10) years from the Date of Grant, through and including the normal close of business of the Company on the tenth (10 ^th ) anniversary of the Date of Grant (the “ Expiration Date ”).

7. Termination of Employment .

(a) If the Optionee terminates employment for any reason other than death or Disability, the Option shall lapse on the earlier of: (i) the Expiration Date; or (ii) ninety (90) days after the date the Optionee terminates employment. The Option may be exercised following the Optionee’s termination of employment only if the Option was exercisable by Optionee immediately prior to his or her termination of employment. In no event shall the Option be exercisable after the Expiration Date.

(b) If the Optionee terminates employment by reason of death or Disability, the Option shall lapse on the earlier of: (i) the Expiration Date; or (ii) twelve (12) months after the date the Optionee terminates employment due to death or Disability. The Option may be exercised following the death or Disability of Optionee only if the Option was exercisable by Optionee immediately prior to his or her death or Disability. In no event shall the Option be exercisable after the Expiration Date.

8. Withholding . As described in Section 16.3 of the Plan, the Company shall have the right to deduct or withhold, or to require the Optionee to remit to the Company, the minimum amount necessary to satisfy any federal, state or local taxes (including the Optionee’s FICA obligation) as are required by law to be withheld with respect to the Options granted pursuant this Agreement.

9. Nontransferability of Options . The Options granted by this Agreement shall not be transferable by the Optionee or any other person claiming through the Optionee, either voluntarily or involuntarily, except by will or the laws of descent and distribution or as otherwise provided by the Committee pursuant to Section 7.1(f) and Article 13 of the Plan.

10. No Right to Continued Employment or Service . This Agreement shall not be construed to confer upon the Optionee any right to continue employment with the Company and shall not limit the right of the Company, in its sole and absolute discretion, to terminate Optionee’s employment or service at any time.

11. Administration . This Agreement shall at all times be subject to the terms and conditions of the Plan and the Plan shall in all respects be administered by the Committee in accordance with the terms of and as provided in the Plan. The Committee shall have the sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and to this Agreement shall be final and binding upon the Optionee and the Company. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

12. Adjustments . The number of shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted by the Committee pursuant to Section 4.4 of the Plan, in its discretion, in the event of a change in the Company’s capital structure.

13. Securities Laws Compliance . The Company shall not be required to deliver any shares of Stock pursuant to the exercise of the Option if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable federal or state securities laws or regulations.

14. No Shareholders Rights . The Optionee will have no voting rights or any other rights as a shareholder of the Company with respect to the Option until the Company issues the stock certificates representing the shares of Stock underlying the Option.

15. Copy of Plan . By the execution of this Agreement, the Optionee acknowledges receipt of a copy of the Plan.

16. Governing Law . This Agreement shall be interpreted and administered under the laws of the State of Delaware.

17. Amendment . Except as otherwise provided in the Plan, this Agreement may be amended only by a written agreement executed by the Company and the Optionee. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by a representative of the Committee.

18. Clawback . Pursuant to Section 13.4 of the Plan, every Award issued pursuant to the Plan is subject to potential forfeiture or “clawback” to the fullest extent called for by applicable federal or state law or any policy of the Company. By accepting this Award, Optionee agrees to be bound by, and comply with, the terms of any such forfeiture or “clawback” provision imposed by applicable federal or state law or prescribed by any policy of the Company.

MANY OF THE PROVISION OF THIS AWARD AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Optionee has signed this Agreement, and this Agreement shall be effective as of the day and year first written above.

	Accelerate Diagnostics, Inc.


	By:
	Name:
	Title:



	Optionee


	By:
	Name:

INCENTIVE STOCK OPTION AWARD AGREEMENT

UNDER THE ACCELERATE DIAGNOSTICS, INC.

2012 OMNIBUS EQUITY INCENTIVE PLAN

This Incentive Stock Option Award Agreement (this “ Agreement ”) is between Accelerate Diagnostics, Inc. (f/k/a Accelr8 Technology Corporation), a Delaware corporation (the “ Company ”) and ________________________ (the “ Optionee ”), and is effective as of the ____ day of __________, 20__ (the “ Date of Grant ”).

RECITALS

B. The Compensation Committee has approved the granting of Incentive Stock Options to Optionee pursuant to Section 7.2 of the Plan.

C. To the extent not specifically defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Plan.

AGREEMENT

1. Grant of Option . Subject to the terms of this Agreement and Section 7.1 of the Plan, the Company grants to Optionee the right and option to purchase from the Company all or any part of an aggregate of __________ shares of Stock (“ Option ”). The Option granted under this Agreement is intended to be an “Incentive Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

7. Termination of Employment .

8. Disqualifying Disposition . By accepting this Award, the Optionee agrees that he or she shall notify the Company if the Optionee disposes of any shares of Stock subject to the Option in a “disqualifying disposition” as described in Section 422 of the Code. Such notice must be provided within fifteen (15) days following the date of the disqualifying disposition and must include the date or dates of the disposition, the number of shares of Stock subject to the disposition, and the consideration received, if any, for the shares of Stock. Upon request by the Company, the Optionee agrees to forward to the Company the minimum amount necessary to satisfy any federal, state or local taxes as are required by law to be withheld upon the disqualifying disposition. If requested by the Company, the Optionee also agrees to forward to the Company any amounts necessary to satisfy any other applicable taxes or assessments that may be incurred as a result of the disqualifying disposition.

15. Copy of Plan . By the execution of this Agreement, the Optionee acknowledges receipt of a copy of the Plan.

16. Governing Law . This Agreement shall be interpreted and administered under the laws of the State of Delaware.

	Accelerate Diagnostics, Inc.


	By:
	Name:
	Title:



	Optionee


	By:
	Name: