Exhibit
10.2


AGREEMENT
RE: CHANGE IN CONTROL


This AGREEMENT RE:
CHANGE IN CONTROL (this “Agreement”) is dated as of December 18, 2006 and is
entered into by and between John M. Radak (“Executive”) and Quidel Corporation,
a Delaware corporation (the “Company”).


Background


The Company
believes that because of its position in the industry, financial resources and
historical operating results there is a possibility that the Company may become
the subject of a Change in Control (as defined below), either now or at some
time in the future.


The Company
believes that it is in the best interest of the Company and its stockholders to
foster Executive’s objectivity in making decisions with respect to any pending
or threatened Change in Control of the Company and to assure that the Company
will have the continued dedication and availability of Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control.
The Company believes that these goals can best be accomplished by alleviating
certain of the risks and uncertainties with regard to Executive’s financial and
professional security that would be created by a pending or threatened Change
in Control and that inevitably would distract Executive and could impair his
ability to objectively perform his duties for and on behalf of the Company.
Accordingly, the Company believes that it is appropriate and in the best
interest of the Company and its stockholders to provide to Executive
compensation arrangements upon a Change in Control that lessen Executive’s
financial risks and uncertainties and that are reasonably competitive with
those of other corporations.


With these and
other considerations in mind, the Compensation Committee of the Company has
authorized the Company to enter into this Agreement with the Executive to
provide the protections set forth herein for Executive’s financial security
following a Change in Control.


NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable consideration
the receipt of which is hereby acknowledged, it is hereby agreed as follows:


Agreement


1.             Term of Agreement.  This Agreement shall be effective from
Executive’s first day of employment with the Company and, subject to the
provisions of Section 4, shall extend to (and thereupon automatically terminate)
one (1) day after Executive’s termination of employment with the Company for
any reason. No termination of this Agreement shall limit, alter or otherwise
affect Executive’s rights hereunder with respect to a Change in Control which
has occurred prior to such termination, including without limitation Executive’s
right to receive the various benefits hereunder.


2.             Purpose of Agreement.  The purpose of this Agreement is to provide
that, in the event of a “Change in Control,” Executive may become entitled to
receive certain additional benefits, as described herein, in the event of his
termination under specified circumstances.


3.             Change in Control.  As used in this Agreement, the phrase “Change
in Control” shall mean:


(i)            Except as provided by subparagraph
(iii) hereof, the acquisition (other than from the Company) by any person,
entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding,
for this purpose, the Company or its subsidiaries, or any executive benefit
plan of the Company or its subsidiaries which acquires beneficial ownership of
voting securities of the Company), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or
more of either the then outstanding shares of common stock or the









 



combined voting power of
the Company’s then outstanding voting securities entitled to vote generally in
the election of directors; or


(ii)           Individuals who, as of the date
hereof, constitute the Board of Directors of the Company (as of the date hereof
the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of Directors of the Company, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, is or was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or


(iii)          Approval by the stockholders of the
Company of a reorganization, merger or consolidation with any other person,
entity or corporation, other than


(1)           a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of another entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the Company or
such other entity outstanding immediately after such merger or consolidation,
or


(2)           a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no person acquires forty percent (40%) or more of the combined voting power of
the Company’s then outstanding voting securities; or


(iv)          Approval by the stockholders of the
Company of a plan of complete liquidation of the Company or an agreement for
the sale or other disposition by the Company of all or substantially all of the
Company’s assets.


4.             Effect of a Change in Control.  In the event of a Change in Control, Sections
6 through 13 of this Agreement shall become applicable to Executive. These
Sections shall continue to remain applicable until the third anniversary of the
date upon which the Change in Control occurs. 
On such third anniversary date, and provided that the employment of
Executive has not been terminated on account of a Qualifying Termination (as
defined in Section 5 below), this Agreement shall terminate and be of no
further force or effect.


5.             Qualifying Termination.  If following, or within thirty (30) days
prior to, a Change in Control Executive’s employment with the Company and its
affiliated companies is terminated, such termination shall be conclusively
considered a “Qualifying Termination” unless:


(a)           Executive
voluntarily terminates his employment with the Company and its affiliated
companies. Executive, however, shall not be considered to have
voluntarily terminated his employment with the Company and its affiliated
companies if, following, or within thirty (30) days prior to, the Change in
Control, Executive’s overall compensation is reduced or adversely modified in
any material respect or Executive’s authority or duties are materially changed,
and subsequent to such reduction, modification or change Executive elects to
terminate his employment with the Company and its affiliated companies. For
such purposes, Executive’s authority or duties shall conclusively be considered
to have been “materially changed” if, without Executive’s express and voluntary
written consent, there is any substantial diminution or adverse modification in
Executive’s title, status, overall position, responsibilities, reporting
relationship, general working environment (including without limitation
secretarial and staff support, offices,



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and frequency and mode of travel), or if, without Executive’s express
and voluntary written consent, Executive’s job location is transferred to a
site more than twenty-five (25) miles away from his place of employment thirty
(30) days prior to the Change in Control. In this regard as well, Executive’s
authority and duties shall conclusively be considered to have been “materially
changed” if, without Executive’s express and voluntary written consent,
Executive no longer holds the same title or no longer has the same authority
and responsibilities or no longer has the same reporting responsibilities, in
each case with respect and as to a publicly held parent company which is not
controlled by another entity or person.


(b)           The
termination is on account of Executive’s death or Disability. For such
purposes, “Disability” shall mean a physical or mental incapacity as a result
of which Executive becomes unable to continue the performance of his
responsibilities for the Company and its affiliated companies and which, at
least three (3) months after its commencement, is determined to be total and
permanent by a physician agreed to by the Company and Executive, or in the
event of Executive’s inability to designate a physician, Executive’s legal
representative. In the absence of agreement between the Company and Executive,
each party shall nominate a qualified physician and the two physicians so
nominated shall select a third physician who shall make the determination as to
Disability.


(c)           Executive
is involuntarily terminated for “Cause.” For this purpose, “Cause” shall be
limited to only three types of events:


(1)           the willful and deliberate refusal of
Executive to comply with a lawful, written instruction of the Board of
Directors, which refusal is not remedied by Executive within a reasonable
period of time after his receipt of written notice from the Company identifying
the refusal, so long as the instruction is consistent with the scope and
responsibilities of Executive’s position prior to the Change in Control;


(2)           an act or acts of personal dishonesty
by Executive which were intended to result in substantial personal enrichment
of Executive at the expense of the Company; or


(3)           Executive’s conviction of any felony
involving an act of moral turpitude.


6.             Severance Payment.  If Executive’s employment is terminated as a
result of a Qualifying Termination, the Company shall pay Executive within
thirty (30) days after the Qualifying Termination a cash lump sum equal to two
(2) times the Executive’s Compensation (the “Severance Payment”).


(a)           For
purposes of this Agreement, Executive’s “Compensation” shall equal the sum of
(i) Executive’s highest annual salary rate with the Company within the three
year period ending on the date of Executive’s Qualifying Termination, plus (ii)
a “Bonus Increment.” The Bonus Increment shall equal the annualized average of
all bonuses and incentive compensation payments paid to Executive during the
two (2) year period immediately before the date of Executive’s Qualifying
Termination under all of the Company’s bonus and incentive compensation plans
or arrangements; provided, however, neither Executive’s signing bonus of
$50,000 (the “Signing Bonus”) nor any bonus in conjunction with educational
assistance shall be included in calculating Executive’s Bonus Increment.


(b)           In
lieu of a cash lump sum, Executive may, in his sole discretion, elect to
receive the Severance Payment provided by this Section in equal annual
installments over three (3) years. Such installments shall be paid to Executive
on each anniversary of the date of Executive’s Qualifying Termination, beginning
with the first such anniversary



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and continuing on each such anniversary thereafter until fully paid.
Such election to receive the Severance Payment in installments may be made
and/or revoked by Executive at any time prior to the occurrence of a Change in
Control by written notice to the Board of Directors of the Company. Upon the
occurrence of a Change in Control, any such election to receive the Severance
Payment in installments that has been made and not revoked prior to the Change
in Control shall be irrevocable and binding on both the Company and Executive.
In the event that at the time of a Change in Control there is not in effect an
election by Executive to receive the Severance Payment in installments, such
Severance Payment shall be paid to Executive in a single cash lump sum as
provided in subparagraph (a) above.


(c)           The
Severance Payment hereunder is in lieu of any severance payment that Executive
might otherwise be entitled to from the Company in the event of a Change in
Control under the Company’s applicable severance pay policies, if any, or under
any other oral or written agreement; provided, however, that
Executive shall continue to be entitled to receive the severance pay benefits
under the Company’s applicable policies, if any, or under another written
agreement if and to the extent Executive’s termination is not a Qualifying
Termination after, or within thirty (30) days prior to, a Change in Control.


7.             Additional Benefits.


(a)           In
the event of a Qualifying Termination, any and all unvested stock options of
Executive shall immediately become fully vested and exercisable and any and all
restrictions on Executive’s restricted stock shall immediately and
automatically lapse.


(b)           In
the event of a Qualifying Termination, Executive shall be entitled to continue
to participate in the following executive benefit programs which had been made
available to Executive (including his family) before the Qualifying
Termination: group medical insurance, group dental insurance, and group vision
insurance. These programs shall be continued at no cost to Executive, except to
the extent that tax rules require the inclusion of the value of such benefits
in Executive’s income. The programs shall be continued in the same way and at
the same level as immediately prior to the Qualifying Termination.  The programs shall continue for Executive’s
benefit for two (2) years after the date of the Qualifying Termination; provided,
however, that Executive’s participation in each of such programs shall
be earlier terminated or reduced, as applicable, if and to the extent Executive
receives benefits as a result of concurrent coverage through another program.


(c)           In
the event of a Qualifying Termination, Executive shall be entitled to receive
from the Company, upon such Termination, the sum of $25,000 to help defray
legal fees, tax and accounting fees, executive outplacement services, and other
costs associated with transitional matters.


8.             Limitation on Payments.  Notwithstanding anything to the contrary
herein, in the event that the sum aggregate present value of (i) the Severance
Payment payable under Section 6 hereof, (ii) any and all additional amount or
benefits which may be paid or conferred to or on behalf of Executive in
accordance with Section 7 hereof, and (iii) any and all other amounts or
benefits paid or conferred to or on behalf of Executive would constitute a “parachute
payment” (“parachute payment” as used in this Agreement shall be defined in
accordance with Section 280G(b)(2), or any successor thereto, of the Internal
Revenue Code of 1986, as amended), the payments under this Agreement shall be
reduced (by the minimum possible amounts) until no amount payable to Executive
under this Agreement constitutes a parachute payment; provided, however,
that no such reduction under this Section 8 shall be made if the net after-tax
payment (after taking into account, Federal, state, local or other income and
excise taxes) to which Executive would otherwise be entitled without such
reduction would be greater than the net after-tax payment (after taking into
account Federal, state, local or other income and excise taxes) to



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Executive resulting from
the receipt of such payments with such reduction. If, as a result of subsequent
events or conditions (including a subsequent payment or absence of a subsequent
payment under this Agreement), it is determined that payments hereunder have
been reduced by more than the minimum amount required under this Section 8,
then an additional payment shall be promptly made to Executive in an amount
equal to the excess reduction. All determinations required to be made under
this Section 8, including whether a payment would result in a parachute payment
and the assumptions to be utilized in arriving at such determination, shall be
made and approved within fifteen (15) days after the Qualifying Termination by
both (1) accountants selected by the Company and (2) Executive’s
designated financial advisor.


9.             Nonsolicitation Covenant. In
consideration of the payments to be made to Executive hereunder, Executive
hereby covenants, for a period of two (2) years following the Qualifying
Termination, that he will not, directly or indirectly (whether as an officer,
director, employee, individual proprietor, control shareholder, consultant,
partner or otherwise) (i) solicit, recruit or hire-away any employee of the
Company or successor of the Company or (ii) solicit, influence or attempt to
influence any person or entity to terminate such person’s or entity’s
contractual and/or business relationship with the Company or successor of the
Company. With regard to this Section 9, Executive acknowledges that the
provisions herein are reasonable in both scope and duration and necessary to
protect the business of the Company or its successor.


10.           Rights and Obligations Prior to a
Change in Control. Prior to the date which is thirty (30) days before a
Change in Control, the rights and obligations of Executive with respect to his
employment by the Company shall be determined in accordance with the policies
and procedures adopted from time to time by the Company and the provisions of
any written employment contract in effect between the Company and Executive
from time to time. This Agreement deals only with certain rights and
obligations of Executive subsequent, or within thirty (30) days prior to, a
Change in Control, and the existence of this Agreement shall not be treated as
raising any inference with respect to what rights and obligations exist prior
to the date which is thirty (30) days before a Change in Control. Unless otherwise
expressly set forth in a separate written employment agreement between
Executive and the Company, the employment of Executive is expressly at-will,
and Executive or the Company may terminate Executive’s employment with the
Company at any time and for any reason, with or without cause, provided that if
such termination occurs within thirty (30) days prior to or three (3) years
after a Change in Control and constitutes a Qualifying Termination (as defined
in Section 5 above) the provisions of this Agreement shall govern the payment
of the Severance Payment and certain other benefits as provided herein.


11.           Non-Exclusivity of Rights.
Subject to Section 6(c) hereof, nothing in this Agreement shall prevent or
limit Executive’s continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company or any of its
affiliated companies and for which Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as Executive may have under any
stock option or other agreements with the Company or any of its affiliated
companies. Except as otherwise provided in Section 6(c) hereof, amounts which
are vested benefits or which Executive is otherwise entitled to receive under
any plan or program of the Company or any of its affiliated companies at or
subsequent to the date of any Qualified Termination shall be payable in
accordance with such plan or program.


12.           Full Settlement.  The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right, or action which the Company may have against
Executive or others. In no event shall Executive be obligated to seek other
employment or to take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which Executive may reasonably incur as a result of Executive’s successful
collection efforts to receive amounts payable hereunder, or as a result of any
contest (regardless of the outcome thereof) by the Company or others of the
validity or



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enforceability of, or
liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by Executive about
the amount of any payment pursuant to this Section).


13.           Successors.


(a)           This
Agreement is personal to Executive, and without the prior written consent of
the Company shall not be assignable by Executive other than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by Executive’s legal representatives.


(b)           The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company.


14.           Governing Law.     This Agreement is made and entered into in
the State of California, and the internal laws of California shall govern its
validity and interpretation in the performance by the parties hereto of their
respective duties and obligations hereunder.


15.           Modifications.  This Agreement may be amended or modified
only by an instrument in writing executed by all of the parties hereto.


16.           Dispute Resolution.


(a)           Any
controversy or dispute between the parties involving the construction,
interpretation, application or performance of the terms, covenants, or
conditions of this Agreement or in any way arising under this Agreement (a “Covered
Dispute”) shall, on demand by either of the parties by written notice served on
the other party in the manner prescribed in Section 17 hereof, be referenced
pursuant to the procedures described in California Code of Civil Procedure (“CCP”)
Sections 638, et  seq., as they may be amended from time to time
(the “Reference Procedures”), to a retired Judge from the Superior Court for
the County of San Diego or the County of Orange for a decision.


(b)           The
Reference Procedures shall be commenced by either party by the filing in the
Superior Court of the State of California for the County of San Diego or the
County of Orange of a petition pursuant to CCP Section 638(a) (a “Petition”).
Said Petition shall designate as a referee a Judge from the list of retired San
Diego County and Orange County Superior Court Judges who have made themselves
available for trial or settlement of civil litigation under said Reference
Procedures. If the parties hereto are unable to agree on the designation of a
particular retired San Diego County or Orange County Superior Court Judge or
the designated Judge is unavailable or unable to serve in such capacity,
request shall be made in said Petition that the Presiding or Assistant Presiding
Judge of the San Diego County Superior Court or the Orange County Superior
Court, as relevant, appoint as referee a retired San Diego County or Orange
County Superior Court Judge from the aforementioned list.


(c)           Except
as hereafter agreed by the parties, the referee shall apply the internal law of
California in deciding the issues submitted hereunder. Unless formal pleadings
are waived by agreement among the parties and the referee, the moving party
shall file and serve its complaint within 15 days from the date a referee is
designated as provided herein, and the other party shall have 15 days
thereafter in which to plead to said complaint. Each of the parties reserves
its respective rights to allege and assert in such pleadings all claims, causes
of action, contentions and defenses which it may have arising out of or
relating to the general subject matter of the Covered Dispute that is being
determined pursuant to the Reference Procedures. Reasonable notice of any
motions before the referee shall be given, and all matters shall be set at the
convenience of the



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referee. Discovery shall be conducted as the parties agree or as
allowed by the referee. Unless waived by each of the parties, a reporter shall
be present at all proceedings before the referee.


(d)           It
is the parties’ intention by this Section 16 that all issues of fact and law
and all matters of a legal and equitable nature related to any Covered Dispute
will be submitted for determination by a referee designated as provided herein.
Accordingly, the parties hereby stipulate that a referee designated as provided
herein shall have all powers of a Judge of the Superior Court including,
without limitation, the power to grant equitable and interlocutory and
permanent injunctive relief.


(e)           Each
of the parties specifically (i) consents to the exercise of jurisdiction over
his person by a referee designated as provided herein with respect to any and
all Covered Disputes; and (ii) consents to the personal jurisdiction of the
California courts with respect to any appeal or review of the decision of any
such referee.


(f)            Each
of the parties acknowledges that the decision by a referee designated as
provided herein shall be a basis for a judgment as provided in CCP Section 644
and shall be subject to exception and review as provided in CCP Section 645.


17.           Notices.  Any notice or communications required or
permitted to be given to the parties hereto shall be delivered personally or be
sent by United States registered or certified mail, postage prepaid and return
receipt requested, and addressed or delivered as follows, or at such other
addresses the party addressed may have substituted by notice pursuant to this
Section:




	
  Quidel Corporation

  	
   

  	
  John M. Radak

  
	
  10165 McKellar
  Court

  	
   

  	
   

  
	
  San Diego, CA
  92121

  	
   

  	
   

  
	
  Attn: President

  	
   

  	
   

  






 


18.           Captions.  The captions of this Agreement are inserted
for convenience and do not constitute a part hereof.


19.           Severability.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein and there shall be deemed substituted
for such invalid, illegal or unenforceable provision such other provision as
will most nearly accomplish the intent of the parties to the extent permitted
by the applicable law. In case this Agreement, or any one or more the
provisions hereof, shall be held to be invalid, illegal or unenforceable within
any governmental jurisdiction or subdivision thereof, this Agreement or any
such provision thereof shall not as a consequence thereof be deemed to be
invalid, illegal or unenforceable in any other governmental jurisdiction or
subdivision thereof.


20.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one in the same Agreement.


[Remainder of page
left blank intentionally, signatures on following page]



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IN WITNESS HEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered
as of the day and year first written above in San Diego, California.


	
  

  	
  Quidel Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caren L.
  Mason

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John M. Radak

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John M.
  Radak

  	
   

  
					



 



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