Exhibit 10.1


AGREEMENT
AS TO LANDERS EMPLOYMENT


THIS AGREEMENT AS TO LANDERS EMPLOYMENT (this “Agreement”) is made and
entered into as of the 29th day of December, 2006 by and between QUIDEL
CORPORATION, a Delaware corporation (the “Company”) and PAUL E. LANDERS,
an individual (“Landers”).


BACKGROUND


A.                                   Landers
currently serves as the Company’s Senior Vice President, Finance and
Administration.  Pursuant to pre-existing
and continuing employment and related understandings and agreements, Landers’
employment with the Company is “at will.”


B.                                     Landers
has recently advised the Company, and the Company has publicly announced, that
Landers intends to retire from his employment with the Company, effective
March 31, 2007 (the “Retirement Date”).


C.                                     The
Company and Landers are entering into this Agreement to confirm their
understandings as to Landers’ employment prior to the Retirement Date and each
party’s commitments and obligations on and after the Retirement Date.


AGREEMENT


1.                                       Employment.  The Company shall continue to employ Landers
on a full-time basis, and Landers accepts such continued employment, upon and
subject to the terms and conditions set forth herein.  Landers acknowledges and agrees that, if his
successor is identified and employed by the Company prior to the Retirement
Date, Landers’ current title and scope of responsibilities and authority may be
changed by the Company without constituting a breach hereunder.


2.                                       Term.  Consistent with the Resignation (attached
hereto as Exhibit A) which Landers has executed and delivered
concurrently with this Agreement, the term of Landers’ employment shall
continue until, and then automatically terminate, on March 31, 2007,
unless earlier terminated as provided herein (the “Remaining Term”).


3.                                       Employment Compensation During Remaining Term.  Landers’ salary and employee benefits shall
continue during the Remaining Term at the same levels as are in effect as of
the date of this Agreement; provided, however, that Landers shall
not receive any further grants of equity incentive awards nor shall he be
eligible to participate in any bonus plans applicable to fiscal year 2007 or
any year thereafter.  Landers shall,
however, remain eligible to receive a bonus under the Company’s existing 2006
cash incentive bonus plan if and to the extent the relevant performance metrics
therein are achieved and if Landers remains employed by the Company through the
Retirement Date or is earlier terminated by the Company without “cause” (as
defined below).


4.                                       Release on Retirement Date.  On the Retirement Date (or upon the Company’s
earlier termination of Landers’ employment without “Cause,”), and as a material
condition to Landers’ receipt of the benefits set forth in Section 8
below, Landers shall execute and deliver a Release in the form attached hereto
as Exhibit B.









 



5.                                       Post-Retirement Date Consulting.  In consideration of the benefits set forth in
Section 8 below, Landers agrees that, from the Retirement Date through
December 31, 2007, he shall make himself reasonably available to the Company’s
Board of Directors and management to review documents and provide telephonic
consultation for the Company’s benefit. 
Landers’ time commitments for this purpose shall not exceed twenty (20)
hours per month, and he shall be promptly reimbursed for any and all
out-of-pocket expenses reasonably incurred in providing such assistance.


6.                                       Non-Competition.  As a material condition to the benefits
provided to Landers pursuant to Section 8 hereof, from the date hereof
through and including December 31, 2007, Landers shall not engage,
directly or indirectly, in any capacity, have any direct or indirect ownership
interest in, manage, operate, finance or control any business anywhere in the
United States or Japan which is engaged in the development, manufacture, distribution,
marketing and/or sale of rapid diagnostic tests in infectious diseases,
reproductive health, oncology or Fecal Occult Blood; provided, however,
that Landers’ passive investment of up to five percent (5%) of the outstanding
voting securities or similar equity interest in a publicly held entity shall
not be deemed a breach of this Agreement.


7.                                       No Solicitation.  As a material
condition to the benefits provided to Landers pursuant to Section 8
hereof, from the date hereof through and including December 31, 2008,
Landers covenants that he will not directly or indirectly solicit (other than a
solicitation by general advertisement) the employment or engagement of services
of any person who is or was employed as an employee, contractor, supplier or
consultant by the Company during such period on a full or part-time basis or
directly or indirectly encourage any such persons to terminate, limit or
restrict their relationship with the Company.


8.                                       Acceleration of Vesting.  Upon the earlier of the Retirement Date or
Landers’ involuntary termination by the Company without Cause, (a) Landers’
outstanding stock options shall be automatically vested if and to the extent
such options would have become vested in the normal course of business had
Landers’ employment with the Company continued until December 31, 2007,
and (b) the restrictions on all outstanding shares of Landers’ restricted stock
shall automatically lapse if and to the extent such restrictions would have
lapsed in the normal course of business had Landers’ employment with the
Company continued until December 31, 2007. 
The parties acknowledge and agree that the Schedule (attached hereto as
Exhibit C) accurately sets forth all of Landers’ stock options and
restricted stock that are affected by the foregoing vesting and lapse
provisions.


For purposes of this Agreement, the “normal course of business” shall
exclude, and not take into account, a “Change in Control” as defined in that
certain Agreement Re:  Change in Control
between Landers and the Company dated as of February 28, 2003 and as
thereafter amended (the “CIC Agreement”). 
The parties acknowledge that the CIC Agreement remains in full force and
effect and shall govern the parties’ rights and obligations in the event of a
Change in Control.


9.                                       Early Resignation or Termination for Cause.  In the event that Landers either (a)
voluntarily resigns his employment with an effective date prior to the
Retirement Date, or (b) is involuntarily terminated by the Company for Cause,
Landers shall not be entitled to the benefits described in Section 8
hereof, but shall only be entitled to salary, accrued benefits and other
amounts legally owing to Landers through the date of employment
termination.  The Company shall thereafter
have no further obligations to Landers under this Agreement or the CIC
Agreement.


For
purposes hereof, “Cause” shall have the definition given it in the CIC
Agreement.


10.                                 Confidentiality of Business and Legal Information.  Landers acknowledges
that the Company holds as confidential and/or privileged certain information
(including but not limited to non-



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public information obtained by Landers in his position as an
officer of the Company) as well as certain trade secret information and
knowledge concerning the intimate and confidential affairs of the Company and
the various phases of its business, including, for example and without limitation, processes, formulae, data and know-how,
improvements, inventions, techniques, marketing plans, strategies, forecasts,
mailing lists, customer lists, pricing information, manufacturing processes,
distribution systems, computer systems or programs and other types of similar
information within Landers’ knowledge by virtue of his employment with the
Company (collectively, the foregoing shall be referred to herein as “Confidential
Trade Secret, Proprietary and Legal Information”). Landers agrees that all
Confidential Trade Secret, Proprietary and Legal Information shall be the sole
property of the Company and that the Company shall be and is the sole owner of
all patents and other rights in connection therewith as well as any
privileges.  Landers further agrees to
hold in strictest confidence and to refrain from using or disclosing to any
other person or entity any Confidential Trade Secret, Proprietary and Legal
Information, other than the Company, its employees, Directors and
representatives.  In that regard, Landers
expressly acknowledges that he has not disclosed (other than to the Company,
its employees, Directors and representatives) any Confidential Trade Secret,
Proprietary and Legal Information. 
Landers specifically agrees that he will not disclose any Confidential
Trade Secret, Proprietary and Legal Information at any time in the future
(other than to the Company, its employees, Directors and representatives).  Landers further represents and warrants that,
on the last day of his employment, he will have returned to the Company all
property and documents of the Company, whether kept electronically or in hard
copy form and will have retained no copies thereof.


11.                                 Miscellaneous.


a.                                       Notices.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and delivered in person
or sent by registered or certified mail to Landers’ residence in the case of
Landers or to its principal office in the case of the Company.


b.                                      Arbitration.  Any dispute arising out of this Agreement
shall be resolved exclusively by final and binding arbitration, before a single
arbitrator, in San Diego, California pursuant to the rules of the JAMS.  Judgment upon any such arbitration award may
be entered by any state or federal court of competent jurisdiction.


c.                                       Waiver.  The waiver of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this
Agreement.  No waiver shall be valid
unless in writing and executed by the party to be charged therewith.


d.                                      Severability/Modification.  In the event that any clause or provision of
this Agreement shall be determined to be invalid, illegal or unenforceable,
such clause or provision may be severed or modified to the extent necessary,
and, as severed and/or modified, this Agreement shall remain in full force and
effect.


e.                                       Assignment.  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. 
Landers acknowledges that the services to be rendered under this
Agreement are unique and personal. 
Accordingly, Landers may not assign his rights and obligations under
this Agreement.


f.                                         Amendment.  This instrument may not be amended except by
an agreement in writing signed by both parties.


g.                                      Governing
Law and Jurisdiction.  This Agreement
shall be interpreted, construed, and enforced under the internal laws of the
State of California.  The courts and
authorities of the State of



 3
 






 



California shall have sole jurisdiction and venue for
purposes of enforcing the arbitration agreement above.


IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date and year indicated above.


	
  

  	
  “COMPANY”

  
	
   

  	
  QUIDEL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caren L.
  Mason

  
	
   

  	
   

  	
      Name:

  	
  Caren L. Mason

  
	
   

  	
   

  	
      Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  “LANDERS”

  
	
   

  	
  PAUL E. LANDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul E.
  Landers

  
	
   

  	
   

  	
      Paul
  E. Landers

  




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EXHIBIT A


	
  Date:

  	
  December 29, 2006

  
	
   

  	
   

  
	
  To:

  	
  Board of Directors

  
	
   

  	
  Quidel Corporation

  
	
   

  	
   

  
	
  From:

  	
  Paul E. Landers

  
	
   

  	
   

  
	
  Subject:

  	
  Resignation

  



 


This letter is to confirm my resignation as an officer of Quidel
Corporation (the “Company”), effective as of March 31, 2007, together with
all other employment, Director and trustee positions held with Quidel
Corporation and any of its subsidiaries or with their respective employee
plans.


This letter is also to confirm that my resignation is not a result of
any disagreement with the Company as to the Company’s operations, policies or
practices.


	
  /s/ Paul E. Landers

  	
   

  
	
  Paul E. Landers

  



 



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EXHIBIT B


GENERAL RELEASE


In consideration of Quidel Corporation’s (the “Company”)
agreement to provide certain benefits to Paul E. Landers (“Landers”),
Landers hereby gives the following General Release effective on March 31,
2007.


1.                                       Release
of Claims.  Landers hereby
irrevocably and unconditionally releases, acquits and forever discharges the
Company, its parent and its affiliated companies from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
remedies, costs, losses, debts, expenses and attorneys’ fees, including those
arising out of or in connection with Landers’ employment with and consulting
services for the Company and/or the termination thereof.  (All such charges, complaints, etc. are
collectively referred to herein as “Claims.”) 
The Claims irrevocably and unconditionally released, acquitted and
forever discharged include, for example and without limitation, Claims arising
under the federal Age Discrimination in Employment Act of 1967, which prohibits
discrimination on the basis of age, Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1866, the Americans With Disabilities Act, the
California Fair Employment and Housing Act, the California Labor Code, and common
law employment and wrongful discharge claims.


The Claims irrevocably and unconditionally released,
acquitted and forever discharged by Landers extend to all such Claims by
Landers against any and all of the current and former owners, stockholders, predecessors,
successors, assigns, agents, directors, officers, employees, representatives,
attorneys, divisions, parents, subsidiaries, affiliates (and the directors,
officers, employees, representatives and attorneys of such divisions, parents,
subsidiaries and affiliates) of the Company and all other persons acting by,
through, under or in concert with any of them. 
(All such persons and entities, as well as the Company are collectively
referred to herein as the “Releasees”). 
The Claims irrevocably and unconditionally released, acquitted and
forever discharged herein by Landers also extend to all Claims which Landers
now has, owns or holds, or contends to have, own or hold or which Landers at
any time heretofore had, owned or held or contended to hold against any of the
Releasees.  Landers represents that he
has not heretofore assigned or transferred or purported to have assigned or
transferred to any person or entity any Claims released, acquitted and forever
discharged herein.  This General Release
shall not affect any Claims that Landers may have which arise solely after the
effective date of this General Release, shall not apply to any of the Company’s
obligations under that certain Agreement as to Landers Employment dated as of
December 29, 2006 (the “Employment Agreement”), and shall not serve as a
release of any claims that cannot be released as a matter of law, including but
not limited to indemnification under the California Labor Code.


2.                                       Release
of Unknown and Unsuspected Claims.  For the purpose of implementing a full and
complete release and discharge of the Releasees, Landers expressly acknowledges
that this General Release is intended to include in its effect, without
limitation, all Claims (as defined above) which Landers does not know or suspect
to exist in his favor at the time of execution hereof, and this General Release
contemplates the extinguishment of any and all such Claims.  In this regard, Landers expressly waives the
provisions of Section 1542 of the California Civil Code, which state:


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.



 6
 






 



Furthermore, Landers hereby expressly waives and relinquishes
any rights and benefits he may have under other statutes or common law
principles of similar effect.  Landers
understands that the facts under which he gives this full and complete release
and discharge of the Releasees may hereafter prove to be different than now
known or believed by him and Landers hereby accepts and assumes the risk
thereof and agrees that his full and complete release and discharge of
Releasees shall remain effective in all respects and not be subject to
termination, rescission or modification by reason of any such difference in
facts.


3.                                       No
Complaint, Charge or Lawsuit Pending.  Landers represents that he has not filed with
any governmental agency or court any complaint, charge or lawsuit against any
of the Releasees involving any Claims released herein, and that, except as
otherwise permitted by law, he will not do so at any time hereafter; provided,
however, this paragraph shall not limit Landers from filing an action for the
purpose of enforcing his rights under the Employment Agreement or from filing a
charge or complaint of discrimination with the EEOC.


4.                                       Severability.  The provisions of
this General Release are severable, and if any part of this General Release is
found unenforceable, invalid or illegal, the other parts of this General
Release shall remain fully valid and enforceable.


5.                                       Governing
Law.  This General
Release and any dispute concerning the validity, interpretation or breach of
any term or condition hereof shall be construed and interpreted under and in
conformance with the laws of the State of California applicable to contracts
negotiated and to be fully performed in the State of California.


6.                                       Arbitration.  Any dispute
concerning the validity, interpretation or breach of this General Release or
any term or condition hereof or any dispute concerning the Claims released
herein shall be resolved exclusively by final and binding arbitration, before a
single arbitrator, to be held in the County of San Diego, California, in
accordance with the then existing rules of the JAMS.  Judgment upon any such arbitration award may
be entered by any state or federal court of competent jurisdiction.  This General Release shall be admissible in
any proceeding to enforce its terms.


7.                                       Construction.  Landers has had
ample opportunity to make suggestions or changes to the terms and language of
this General Release and agrees that principles of contract construction
against the drafter shall have no application hereto.  Landers agrees that this General Release
should be construed fairly and not in favor of or against Landers or the
Company as the drafter.


8.                                       Waiting
Period and Right of Revocation.  Landers hereby releases Releasees from any
and all claims for age discrimination, whether under state or federal law.  Landers understands that pursuant to federal
law, Landers has the right to review this General Release for a full twenty-one
(21) calendar day period before executing the same, and that Landers has the right
to revoke this General Release in its entirety at any time within seven (7)
calendar days after executing the same and that this General Release is not
effective until such seven (7) day revocation period has expired.  Landers acknowledges his right to consult
with his attorney prior to signing this General Release, and that he has been
advised to consult with his attorney prior to such signing.


9.                                       Full
Understanding of Terms.  Landers represents and agrees that he fully
understands his right to discuss all aspects of this General Release with his
private attorney; that to the extent, if any, he desires, he has availed
himself of this right; that he has carefully read and fully understands all of
the provisions of this General Release; and that he is voluntarily entering
into it.



 7
 






 



IN WITNESS WHEREOF, Landers and the Company acknowledge
agreement with the foregoing by their signatures set forth below.


	
   

  	
  PAUL E. LANDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Paul E. Landers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUIDEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Caren L. Mason

  
	
   

  	
  President and Chief Executive Officer

  



 



 8














 


EXHIBIT C


SCHEDULE OF
AFFECTED OPTIONS AND RESTRICTED STOCK


RESTRICTED STOCK (RS)


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original Vest

  Btwn

  	
   

  
	
  Grant Number

  	
   

  	
  Grant Date

  	
   

  	
  Plan

  	
   

  	
  Type

  	
   

  	
  Price

  	
   

  	
  03/31 - 12/31/07

  	
   

  
	
  004713

  	
   

  	
  3/19/2004

  	
   

  	
  2001

  	
   

  	
  RSA

  	
   

  	
  $

  	
  0.0100

  	
   

  	
  1,532

  	
   

  
	
  004714

  	
   

  	
  5/19/2005

  	
   

  	
  2001

  	
   

  	
  RSA

  	
   

  	
  $

  	
  0.0100

  	
   

  	
  7,500

  	
   

  
	
  004715

  	
   

  	
  5/19/2005

  	
   

  	
  2001

  	
   

  	
  RSA

  	
   

  	
  $

  	
  0.0100

  	
   

  	
  **7,500

  	
   

  
	
  004768

  	
   

  	
  3/21/2006

  	
   

  	
  2001

  	
   

  	
  RSA

  	
   

  	
  $

  	
  0.0100

  	
   

  	
  **6,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  22,532

  	
   

  



 


OPTIONS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original Vest

  Btwn

  	
   

  
	
  Grant Number

  	
   

  	
  Option Date

  	
   

  	
  Plan

  	
   

  	
  Type

  	
   

  	
  Price

  	
   

  	
  03/31 - 12/31/07

  	
   

  
	
  004125

  	
   

  	
  4/14/2003

  	
   

  	
  2001

  	
   

  	
  ISO

  	
   

  	
  $

  	
  3.9900

  	
   

  	
  3,125

  	
   

  
	
  004391

  	
   

  	
  3/19/2004

  	
   

  	
  2001

  	
   

  	
  ISO

  	
   

  	
  $

  	
  7.5000

  	
   

  	
  5,538

  	
   

  
	
  004392

  	
   

  	
  3/19/2004

  	
   

  	
  2001

  	
   

  	
  NQ

  	
   

  	
  $

  	
  7.5000

  	
   

  	
  1,142

  	
   

  
	
  004429

  	
   

  	
  7/21/2004

  	
   

  	
  2001

  	
   

  	
  NQ

  	
   

  	
  $

  	
  3.7000

  	
   

  	
  18,750

  	
   

  
	
  004755

  	
   

  	
  3/21/2006

  	
   

  	
  2001

  	
   

  	
  NQ

  	
   

  	
  $

  	
  12.2300

  	
   

  	
  3,093

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31,648

  	
   

  



 






** Grant numbers 004715 and 004768 are
contingent upon and subject to achievement of performance goals.  Thus, determination of achievement of 2006
performance goals impacts 13,500 shares of restricted stock tentatively shown as vesting above.