EX-10.1




 Exhibit 10.1 

EMPLOYMENT AGREEMENT 

This Employment Agreement (this “Agreement”) is entered into on May 20, 2022 between Carrie Eglinton Manner
(“Employee”) and OraSure Technologies, Inc. (“OraSure” or the “Company”). 
 WHEREAS, the
parties wish to set forth the terms of their relationship and to enter into this Agreement and a confidentiality agreement of even date herewith (the “Confidentiality Agreement”). 

NOW, THEREFORE, in consideration of the mutual promises made herein, intending to be legally bound, the parties hereby agree as follows: 

1. Services. 
 1.1
Employment. Subject to the terms hereof, the Company agrees to employ Employee as the Company’s President and Chief Executive Officer (the “Position”), and Employee hereby accepts such employment in accordance with the
terms and conditions of this Agreement. Employee shall begin her employment with the Company on June 4, 2022 or such other date agreed between the parties (the “Effective Date”). 

1.2 Duties. Upon the Effective Date, Employee shall have such powers and duties that are commensurate with the Position, as well as such
other duties as are reasonably determined from time to time by the Board of Directors of OraSure (the “Board of Directors”). No other employee or officer of the Company or its subsidiaries will be senior (or equal) in title,
position or authority to Employee. Employee’s primary place of work shall be the Company’s headquarters, at its present location in Bethlehem, Pennsylvania. 

1.3 Outside Activities. Employee shall obtain the consent of the Board of Directors before she engages, either directly or indirectly,
in any other professional or business activities, except for (a) continuing service as a non-employee director on the boards of the entities upon which she is currently serving, as set forth on Exhibit
B to this Agreement; (b) reasonable time devoted to volunteer services for or on behalf of religious, educational, non-profit and/or other charitable organizations; and (c) reasonable time
devoted to activities in professional societies or industry associations. Notwithstanding the foregoing, Employee may engage in the outside activities described in clauses (a) – (c) above only to the extent that such activities do not violate
the Confidentiality Agreement or otherwise conflict with Employee’s obligations and duties to the Company. 
 1.4 Direction of
Services. Employee shall at all times report directly and solely to, and discharge her duties under the supervision and direction of, the Board. 

2. Term. The term of this Agreement shall begin as of the Effective Date and shall continue until Employee’s employment ceases in
accordance with Section 6 below (the “Term”). 
 3. Compensation and Expenses. 

3.1 Salary. As compensation for services under this Agreement, the Company shall pay to Employee a base salary of $700,000 per annum.
Such salary will be subject to review by the Board of Directors or its compensation committee (the “Compensation Committee”) on an annual basis and may be increased from time to time in the discretion of the Board of Directors or
the Compensation Committee. Any reduction shall be subject to the provisions of Good Reason (as defined below) and Section 6 below. Payment shall be made in accordance with the Company’s normal payroll practices as in effect from time to
time, less all amounts required by law or authorized by Employee to be withheld or deducted. For all purposes under this Agreement, the term “salary” shall mean the regular annual base salary of Employee payable under this
Section 3.1, as increased. 

  
 B-1 












 3.2 Bonus. In addition to the salary described in Section 3.1 above, Employee
shall be entitled to participate in the incentive plan established by OraSure each year for the payment of cash bonuses to senior executive officers of OraSure and its subsidiaries (each, a “Bonus Plan”), on such terms as may be
approved by the Board of Directors or the Compensation Committee in its discretion. With respect to each Bonus Plan, (a) Employee shall have a target bonus amount as determined by the Board of Directors or Compensation Committee, but that is at
least equal to 100% of Employee’s salary, (b) cash bonuses payable to Employee shall be determined in the same manner as the cash bonuses paid to other senior executive officers of the Company under the applicable Bonus Plan with respect
to the same time period, and (c) any earned bonus will be paid not later than March 15th of the year following the year to which such bonus relates. Employee’s 2022 annual cash bonus opportunity will not be
pro-rated to reflect the commencement of Employee’s service after the start of 2022. 
 3.3
Long-Term Incentive Awards. 
 3.3.1 With respect to 2023 and subsequent calendar years, Employee shall be eligible to participate in
the Long-Term Incentive Policy or comparable long-term incentive equity policy or plan that may from time to time be adopted by the Board of Directors or the Compensation Committee, in its sole discretion (an “LTIP”). It is the
current intention of the Company that Employee’s 2023 annual equity awards shall (i) be at least equal or greater in value to the aggregate awards set forth in Sections 4.2 and 4.3 below, and (ii) consist of a mix of time-based versus
performance-based equity awards that are substantially equal in value at the time of each such grant. 
 3.3.2 All equity awards granted to
Employee on or after the Effective Date (including the awards provided for in Section 4) will be subject to accelerated vesting to the extent set forth below: 

(a) in the event Employee’s service terminates due to her death or Disability (as defined in Section 6.1): (i) 50% of any
outstanding and otherwise unvested time-based awards will then vest, and (ii) 50% of any outstanding performance-based awards subject to an open performance period will then vest at the target performance level; 

(b) subject to the release requirement described in Section 6.7.2, in the event of Employee’s resignation for Good Reason or
termination without Cause other than during the Change in Control Period (as those terms are defined in Section 6): (i) 50% of any outstanding and otherwise unvested time-based awards will then vest (other than the Make-Whole Award (as defined
below), in which case such percentage shall be 100%), and (ii) 50% of any outstanding performance-based awards subject to an open performance period will remain outstanding and vest (or be forfeited) based on actual performance through the end of
the applicable performance period; and 
 (c) subject to the release requirement described in Section 6.7.2, in the event of
Employee’s resignation for Good Reason or termination without Cause during the Change in Control Period: (i) all outstanding and otherwise unvested time-based awards will then vest, and (ii) all outstanding performance-based awards
subject to an open performance period will remain outstanding and vest (or be forfeited) based on actual performance through the end of the applicable performance period (but at not less than the target performance level, where such resignation or
termination occurs both during the Change in Control Period and upon or following the Change in Control). 











 3.4 Employee Benefits. Employee shall be entitled to receive or participate in any
additional benefits, including without limitation medical and dental insurance programs, qualified and non-qualified profit sharing or pension plans, disability plans, medical reimbursement plans, and life insurance programs, which may from time to
time be made available by the Company to other senior executive officers of the Company. The Company may change or discontinue such benefits at any time in its sole discretion; provided that the benefits provided to Employee shall be determined in
the same manner as the benefits provided to other senior executive officers of the Company under such plans with respect to the same time period. 

3.5 Expenses. The Company shall reimburse Employee for: 

3.5.1 reasonable legal fees incurred in connection with the negotiation and documentation of this Agreement; 

3.5.2 reasonable car service fees incurred to commute between her home and the Company’s offices; and 

3.5.3 all reasonable and necessary expenses incurred in carrying out her duties under this Agreement, subject to compliance with the
Company’s policies relating to expense reimbursement. Expenses subject to reimbursement under this Section 3.5.3 shall include, but not be limited to, the cost of business-related travel, lodging and meals and the fees and expenses
incurred by Employee to maintain her membership in relevant professional associations. 
 All reimbursements under this Section 3.5 will be made as
soon as practicable after submission of any required documentation in compliance with the Company’s policies relating to expense reimbursement. 

3.6 Fees. From and after the Effective Date, all compensation earned by Employee, other than pursuant to this Agreement, as a result of
services performed on behalf of the Company or as a result of or arising out of any work done by Employee in any way related to the scientific or business activities of the Company shall belong to the Company. Employee shall pay or deliver such
compensation to the Company promptly upon receipt. For the purposes of this provision, “compensation” shall include, but is not limited to, all professional and nonprofessional fees, lecture fees, expert testimony fees, publishing fees,
royalties, and any related income, earnings, or other things of value; and “scientific or business activities of the Company” shall include, but not be limited to, any project or projects in which the Company is involved and any subject
matter that is directly or indirectly researched, tested, developed, promoted, or marketed by the Company. 
 4. Onboarding
Compensation. As an inducement for Employee to enter into this Agreement and accept employment with the Company, Employee will be granted the following equity awards upon commencement of her employment hereunder: 

4.1 a restricted stock (or restricted stock unit) award with respect to a number of shares of the Company’s common stock determined by
dividing $4,000,000 by the average closing price of the Company’s common stock for the twenty (20) trading days immediately preceding the grant date (the “Make Whole Award”). The Make Whole Award will vest on the second
anniversary of the Effective Date, subject to the continued service of Employee through that date. 
 4.2 a restricted stock (or restricted
stock unit) award with respect to a number of shares of the Company’s common stock determined by dividing $1,600,000 by the average closing price of the Company’s common stock for the twenty (20) trading days immediately preceding the
grant date (the “2022 Time-Vested Award”). The 2022 Time-Vested Award will vest in three equal annual installments, on the first three anniversaries of the Effective Date, subject in each case to the continued service of Employee
through the applicable vesting date. 











 4.3 a performance-based restricted stock unit with respect to a target number of shares of
the Company’s common stock determined by dividing $1,600,000 by the average closing price of the Company’s common stock for the twenty (20) trading days immediately preceding the grant date (the “2022 PRSUs”). The
2022 PRSUs will be subject to the same vesting and performance conditions as are applicable to the performance-based restricted stock unit awards granted to the Company’s other executive officers in the first calendar quarter of 2022. 

5. Confidentiality Agreement. Employee’s compliance with the terms of the Confidentiality Agreement is a material requirement of
this Agreement. Any breach of the Confidentiality Agreement that is materially detrimental to the Company and that, if capable of being cured, is not cured within 30 days of written notice thereof from the Company to Employee shall constitute a
material breach of this Agreement. Notwithstanding the foregoing, (i) nothing in this Agreement or the Confidentiality Agreement shall prohibit the Employee from reporting possible violations of law or a regulation to any governmental agency or
entity or self-regulatory organization or making disclosures that are protected under law, including the whistleblower provisions of U.S. federal law or regulation; and (ii) in accordance with the U.S. Defend Trade Secrets Act of 2016, Employee
shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a U.S. federal, state, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal. 
 6. Termination. 

6.1 Termination Upon Death or Disability. Employee’s employment under this Agreement shall terminate immediately upon
Employee’s death or Disability. The term “Disability” means Employee is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the
Company. 
 6.2 Termination by Employee Without Good Reason. Employee may terminate her employment under this Agreement without
Good Reason (as defined below) upon thirty (30) days’ written notice to the Company. 
 6.3 Termination by the Company for
Cause. Employee’s employment under this Agreement may be terminated by the Company at any time for Cause. Only the following actions, failures, or events by or affecting Employee shall constitute “Cause” for termination of
Employee by the Company: (i) willful and continued failure by Employee to substantially perform her duties provided herein after a written demand for substantial performance is delivered to Employee by the Board of Directors, which demand
identifies with reasonable specificity the manner in which Employee has not substantially performed her duties, and Employee’s failure to comply with such demand within a reasonable time, which shall not be less than thirty (30) days after
Employee’s receipt of such demand; (ii) the engaging by Employee in gross misconduct or gross negligence materially injurious to the Company, which if capable of being cured, is not cured within thirty (30) days of written notice
thereof from the Board of Directors to Employee; (iii) the material violation of the Confidentiality Agreement or any other restrictive covenant between Employee and the Company or any of its affiliates; or (iv) the commission of any
willful act that is materially detrimental to the best interests of the Company, which if capable of being cured, is not cured within thirty (30) days of written notice thereof from the Board of Directors to Employee; or
(v) Employee’s 











 
conviction of having committed a felony. No action or failure to act on Employee’s part will be considered “willful” unless it is done without the good faith reasonable belief that
such action was in the best interests of the Company, or if it is done upon the advice of Company counsel. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated by the Company for Cause unless and until there shall have
been delivered to her a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors finding that, in the good faith opinion of the Board of Directors, the Company has Cause
for the termination of the employment of Employee as set forth in any of clauses (i) through (v) above and specifying the particulars thereof in reasonable detail. 

6.4 Termination by Employee With Good Reason. Employee may terminate her employment under this Agreement for Good Reason; provided that
(i) Employee gives written notice to the Board of Directors within sixty (60) days of the event constituting Good Reason; (ii) the Company has not cured the event giving rise to such notice within thirty (30) days of receipt of
Employee’s notice; and (iii) Employee resigns her employment within thirty (30) days following the expiration of such cure period. The term “Good Reason” shall mean any of the following actions that are taken without
Employee’s prior written consent: (a) a diminution in Employee’s base salary or target bonus opportunity, (b) a material diminution in Employee’s authority, duties or responsibilities as the President and Chief Executive
Officer; (c) a change in Employee’s reporting obligation; (d) a relocation of Employee’s principal worksite by more than thirty (30) miles, unless the new worksite is equidistant or closer to Employee’s primary
residence than the former worksite; or (e) any other material breach of this Agreement by the Company (or its successor). 
 6.5
Termination by the Company Without Cause. The Company may terminate Employee’s employment under this Agreement without Cause by thirty (30) days’ written notice to Employee. 

6.6 Definitions. For purposes of this Agreement, the term “Change of Control Period” shall mean the period which begins
sixty (60) days prior to the consummation of a Change of Control and ends eighteen (18) months thereafter. For purposes of this Agreement, the term “Change of Control” shall mean a change of control of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A pursuant to the U.S. Securities Exchange Act of 1934 (the “Exchange Act”); provided, however, that a change of control shall only be deemed to
have occurred at such time as (i) any person, or more than one person acting as a group within the meaning of Section 409A of the Internal Revenue Code (the “Code”) and the regulations issued thereunder, acquires ownership
of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; (ii) any person, or more than one person
acting as a group within the meaning of Code Section 409A and the regulations issued thereunder, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) ownership of stock of the
Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock; (iii) a majority of the members of the Board of Directors is replaced during any twelve (12) month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election; or (iv) a person, or more than one person acting as a group within the meaning of Code Section 409A and the
regulations issued thereunder, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to
or more than 40 percent of the total gross fair market value of all the assets of the Company immediately before such acquisition or acquisitions. 











 6.7 Compensation Upon Termination. 

6.7.1 Termination Upon Death or Disability, by Employee (Other Than for Good Reason) or for Cause. In the event of a termination of
Employee’s employment under Sections 6.1, 6.2 or 6.3, all salary and benefits shall cease on the date of termination, subject to the terms of any benefit plans then in force and applicable to Employee, and the Company shall have no further
liability or obligation hereunder by reason of such termination, save and except as stated herein. In the event of a termination of Employee’s employment under Sections 6.1, 6.2 or 6.3, Employee or her estate, as applicable, shall be paid all
salary earned under Section 3.1 through the date of termination on the next regularly scheduled payroll date following the termination date (“Accrued Salary and Benefits”). With respect to terminations under Sections 6.1 and
6.2 only, Employee or her estate, as applicable, shall receive, in addition to the foregoing, any annual bonus that has been otherwise earned but not yet paid with respect to a year ending prior to the date of termination (the “Accrued
Bonus”), payable at the time that cash bonuses are or would otherwise be payable to other officers of the Company in respect of such year. In the event of a termination under Sections 6.1 or 6.2 that occurs after June 30 in any given
year, Employee or her estate, as applicable, shall receive a prorated portion of her target annual cash bonus (subject to adjustment for bonus pool funding as determined by the Board of Directors or Compensation Committee) for the calendar year in
which termination occurs (calculated based on the number of days in the calendar year that have passed prior to Employee’s termination), payable at the time that cash bonuses are or would otherwise be payable to other officers of the Company in
respect of such year (the “Prorated Bonus”). For greater certainty, in the event a termination under Sections 6.1 or 6.2 occurs on or before June 30 in any given year, Employee or her estate, as applicable, shall not receive a
Prorated Bonus. The Accrued Salary and Benefits and Prorated Bonus (if any) are herein referred to collectively as the “Accrued Obligations.” 

6.7.2 Termination Without Cause or Upon Good Reason. In the event of a termination of Employee’s employment under Sections 6.4 or
6.5 of this Agreement, the following shall occur: 
 (i) Employee shall receive the Accrued Obligations; 

(ii) Employee shall receive: (A) if such termination does not occur during a Change of Control Period, a lump sum cash payment equivalent
to 18 months of Employee’s annual salary; or (B) if such termination occurs during a Change of Control Period, a lump sum payment equivalent to 24 months of the Employee’s annual salary; 

(iii) Employee shall receive an additional lump sum cash payment equal to (A) if such termination does not occur during a Change of
Control Period, 150% of Employee’s target bonus amount for the calendar year in which such termination occurs; or (B) if such termination occurs during a Change of Control Period, 200% of Employee’s target bonus amount for the
calendar year in which such termination occurs; 
 (iv) if Employee validly elects to receive continuation coverage under OraSure’s
group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Employee each month for the applicable premium otherwise payable for COBRA continuation coverage for a
period equal to the shorter of (x) 18 months after the date of termination; or (y) the date Employee is no longer eligible for COBRA, but only with respect to the portion of such premium that exceeds the monthly amount charged to active
employees of the Company for the same coverage; and 
 (v) Employee shall receive accelerated vesting as described in Section 3.3.2
herein. 











 The amounts payable under clauses (ii), (iii), (iv) and (v) are collectively referred to as
“severance.” For clarity and the avoidance of doubt, in the case of a resignation for the Good Reason described in Section 6.4(a) (reduction in base salary or target bonus opportunity), references herein to Employee’s
“annual salary” and “target bonus” in clauses (ii) and (iii) above shall refer to such amounts immediately before the reduction giving rise to such Good Reason. Subject to Section 6.8, all severance payments under
clauses (ii), (iii) and (iv) will be made (or commence) under this Section 6.7.2 on the 60th day after termination of employment hereunder. As a condition to receipt of severance under this Section 6.7.2, within forty-five
(45) days following termination of Employee’s employment, Employee shall sign, deliver and not revoke a release agreement, in the form and substance set forth in Exhibit A hereto, releasing all claims related to Employee’s
employment, other than those that cannot be released as a matter of law. The severance shall be in lieu of and not in addition to any other severance arrangement maintained by the Company, and to the extent consistent with Section 409A, shall
be offset by any monies Employee may owe to the Company. The Company’s obligation to pay the amounts stated in clauses (ii), (iii), (iv) and (v) of this Section 6.7.2 shall terminate if, during the period commencing on termination of
employment and continuing until all severance payments have been made by the Company, Employee fails to comply with Sections 9, 13 or 19 of this Agreement or with the Confidentiality Agreement. 

6.7.3 Parachute Payment. In the event that (i) Employee becomes entitled to any payments or benefits hereunder or otherwise
from the Company or any of its affiliates which constitute a “parachute payment” as defined in Code Section 280G (the “Total Payments”) and (ii) Employee is subject to an excise tax imposed under Code
Section 4999 (the “Excise Tax”), then, if it would be economically advantageous for Employee, the Total Payments shall be reduced by an amount (including zero) that results in the receipt by Employee on an after tax basis
(including the applicable U.S. federal, state and local income taxes, and the Excise Tax) of the greatest Total Payments, notwithstanding that some or all of the portion of the Total Payments may be subject to the Excise Tax (it being understood
that if Employee’s aggregate after tax benefit hereunder would be greater with the imposition of the Excise Tax and without such reduction, then no such reduction in Total Payments hereunder shall occur). If a reduction in Total Payments
is required pursuant to the preceding sentence, the reduction will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Employee. If more than one method of reduction will result in the same
economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Total
Payments being subject to taxes pursuant to Code Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be,
will be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification will preserve to the greatest extent possible, the greatest economic benefit for Employee as determined
on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before Payments that are not
contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A will be reduced (or eliminated) before Payments that are not deferred compensation within the
meaning of Section 409A. All calculations hereunder shall be performed by a nationally recognized independent accounting firm selected by the Company, who shall also determine the value of any services to be rendered by Employee in connection
with any non-competition or other restrictive covenant in order to mitigate any potential impact of Sections 280G/4999 on the Company and Employee, with the full cost of such firm being borne by the
Company. Any determinations made by such firm shall be final and binding on Employee and the Company. 
 6.8
Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) (to the extent applicable) and the parties
hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by the Company. To the












 
extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an
additional tax under Code Section 409A to payments due to Employee upon or following her separation from service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement),
any such payments that are otherwise due within six months following Employee’s separation from service will be deferred without interest and paid to Employee in a lump sum immediately following that six month period. For purposes of the
application of Code Section 409A, each payment in a series of payments will be deemed a separate payment. Notwithstanding anything herein to the contrary, except to the extent any expense, reimbursement or
in-kind benefit provided to the Employee does not constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, and its implementing regulations and guidance,
(i) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Employee during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Employee in any other calendar year, (ii) the reimbursements for expenses for which the Employee is entitled to be reimbursed shall be made on or before the last day of the
calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for
any other benefit. 
 7. Indemnification. The Company agrees that if Employee is made a party (or is threatened to be made a party to)
any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of her service (including past service) as an officer, director, employee, agent, or the like of the Company, or
by reason of her service at the request of the Company as an officer, director, employee, agent, or the like of another entity, including, without limitation, as a fiduciary of an employee benefit plan sponsored or established by the Company (any
such service for a subsidiary, affiliate, joint venture or other entity in which the Company has an ownership or other financial interest, or as a fiduciary of any employee benefit plan sponsored by the Company or any such other entity, shall be
presumed to be at the request of the Company), then Employee shall be indemnified and held harmless by the Company to the fullest extent authorized by applicable law (including advancements for all reasonable attorneys’ fees and costs incurred
by Employee, subject to any repayment undertakings required by Delaware law), and such indemnification shall continue even if Employee has ceased to be a director, officer, employee, agent, or the like of the Company for any reason. 

8. Insurance. During the Term and for a period of six (6) years thereafter (regardless of the reason for the termination of
Employee’s employment), the Company shall maintain suitable directors and officers insurance coverage for Employee in her respective roles and shall name Employee as an additional insured under such insurance policies, which policies shall be
no less favorable to Employee than such insurance policies that cover OraSure’s directors during such time period. 
 9. Non-Solicitation; Non-Competition. During her employment with the Company and for eighteen (18) months following the cessation of that employment for any reason,
Employee agrees that, unless she obtains written agreement from the Board of Directors, she will not directly or indirectly (including, for avoidance of doubt, either personally or through or on behalf of any other person): 

(a) recruit, solicit, or hire any executive or employee of the Company or its affiliates (collectively, the “Company Group”);

 (b) induce or solicit any current or prospective customer, client, or supplier of the Company Group to cease being a customer, client or
supplier or divert Company Group business away from any customer, client, or supplier of the Company Group; or 











 (c) own, manage, control, work for, or provide services to any entity engaged in
(i) the development, manufacture or sale of point of care diagnostic products for infectious disease self-testing, (ii) the collection and/or analysis of molecular samples, or the development, manufacture or sale of products or methods for the
collection and/or analysis of molecular samples (but with respect to this clause (ii), only to the extent of the type of molecular samples that are the subject of the Company Group’s products or services (or products or services actively
planned by the Company Group during Employee’s employment)), (iii) any other field of research or business in which the Company Group engages during Employee’s employment, or (iv) any other field of research or business which the
Company Group is actively planning or preparing to engage in, if such planning or preparation occurs or occurred (at least in part) during Employee’s employment; 

provided, however, that this Section 9 shall not prevent Employee from purchasing or owning less than five percent (5%) of the stock or other securities
of any entity, provided that such stock or other securities are traded on any national or regional securities exchange or are actively traded in the over-the-counter
market and registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The parties acknowledge that this Section 9 is intended to replace and supersede the section entitled “Non-Soliciation and Non-Competition” set forth on page 1 of the Confidentiality Agreement executed contemporaneously herewith. Employee acknowledges that the market for the Company’s products and services is global and that
these covenants therefore will be applied worldwide. Employee further acknowledges that the covenants contained in this section are reasonable and necessary to protect the Company’s legitimate business interests and that damages alone would not
be an adequate remedy for any breach of these covenants. Accordingly, in addition to any other remedies that the Company may have, the Company shall be entitled to injunctive relief for any breach or threatened breach of any these covenants, without
the posting of a bond. 
 10. Remedies. The respective rights and duties of the Company and Employee under this Agreement are in
addition to, and not in lieu of, those rights and duties afforded to and imposed upon them by law or at equity. 
 11. Severability of
Provisions. The provisions of this Agreement are severable, and if any provision hereof is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions of the Agreement shall continue in
full force and effect. 
 12. Non-Waiver. Failure by either party at any time to require
performance of any provision of this Agreement shall not limit the right of the party failing to require performance to enforce the provision. No provision of this Agreement may be waived by either party except by a writing signed by that party. A
waiver of any breach of a provision of this Agreement shall be construed narrowly and shall not be deemed to be a waiver of any succeeding breach of that provision or a waiver of that provision itself or of any other provision. 

13. Non-Disparagement. Both during and after her employment, Employee agrees not to disparage
the Company or any of the stockholders, directors, officers, or employees of the Company. In addition, Employee agrees not to make any statement or engage in any conduct that could reasonably be expected to affect adversely the business or
reputation of the Company or any of its stockholders, directors, officers or employees of the Company. This paragraph will not restrict or prevent any party from providing truthful testimony as required by court order or other legal process. In
addition, this paragraph will not prohibit Employee from reporting possible violations of law or regulation to any governmental agency or entity or self-regulatory organization, or making other disclosures that are protected under the whistleblower
provisions of applicable law. 











 14. Other Agreements. Employee represents, warrants and, where applicable,
covenants to the Company that: 
 (a) There are no restrictions, agreements or understandings whatsoever to which Employee is a party which
would prevent or make unlawful Employee’s execution of this Agreement or Employee’s employment hereunder, or which is or would be inconsistent or in conflict with this Agreement or Employee’s employment hereunder, or would prevent,
limit or impair in any way the performance by Employee of her obligations hereunder; 
 (b) Employee’s execution of this Agreement and
Employee’s employment hereunder shall not constitute a breach of any contract, agreement or understanding, oral or written, to which Employee is a party or by which Employee is bound; and 

(c) Employee is free to execute this Agreement and to be employed by the Company as an employee pursuant to the provisions set forth herein.

 15. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and Employee and their
respective successors, executors, administrators, heirs and/or permitted assigns; provided, however, that neither Employee nor the Company may make any assignments of this Agreement or any interest herein, by operation of law or otherwise,
without the prior written consent of the other party, except that, without such consent, the Company may assign this Agreement to any successor to all or substantially all the business or assets of the Company by means of liquidation, dissolution,
merger, consolidation, transfer of assets, or otherwise. The Company will require any successor (whether direct or indirect, by merger, consolidation, transfer of assets, or otherwise) acquiring all or substantially all of the business and/or assets
of the Company (whether such assets are held directly or indirectly) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, in
connection with a Change of Control, or otherwise. 
 16. Non-exclusivity of Rights. Nothing
in this Agreement shall prevent or limit Employee’s continuing or further participation in any benefit, bonus, incentive, stock-based or other plan or program provided by the Company and for which Employee may qualify. Except as otherwise
provided herein, amounts and benefits which are vested benefits or which Employee is otherwise entitled to receive at or subsequent to the date of termination shall be payable in accordance with such plan or program. 

17. Entire Agreement; Amendments. This Agreement and the Confidentiality Agreement contain the entire agreement and understanding of the
parties hereto relating to the subject matter hereof and thereof, and supersede all prior and contemporaneous discussions, agreements and understandings of every nature relating to the employment of Employee by the Company. This Agreement may not be
changed or modified, except by an agreement in writing signed by each of the parties hereto. 
 18. Consent to Suit. Any legal
proceeding arising out of or relating to this Agreement shall be instituted in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of
general jurisdiction in the county in Pennsylvania in which the Company maintains its principal place of business, and Employee and the Company hereby consent to the personal and exclusive jurisdiction of such court and hereby waive any objection
that Employee or the Company may have to personal jurisdiction, venue, and any claim or defense of inconvenient forum. 











 19. Cooperation. Employee further agrees that during and after her employment with
the Company, subject to reimbursement of her reasonable expenses, she will cooperate fully with the Company and its counsel with respect to any matter (including, without limitation, litigation, investigations, or governmental proceedings) in which
the Employee was in any way involved during her employment with the Company. Employee shall render such cooperation in a timely manner on reasonable notice from the Company, so long as the Company, following Employee’s termination of
employment, exercises commercially reasonable efforts to schedule and limit its need for Employee’s cooperation under this paragraph so as not to interfere with Employee’s other personal and professional commitments. 

20. Company Policies. Employee will be subject to and comply with all policies of the Company in effect from time to time, including
(without limitation) policies regarding ethics, personal conduct, stock ownership, securities trading, clawback and hedging and pledging of securities. 

21. Withholding. The Company may withhold from any amount payable to Employee such federal, state, local and any other taxes as the
Company determines are required to be withheld pursuant to applicable law. 
 22. Counterparts and Facsimiles. This Agreement may be
executed, including execution by facsimile (including PDF) signature, in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument. 

23. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the Commonwealth of Pennsylvania
without regard to the application of the principles of conflicts of laws. 











 The parties have executed this Employment Agreement on the date first above written. 

 

							
	EMPLOYEE	 		 		 	ORASURE TECHNOLOGIES, INC.
				
	 /s/ Carrie Eglinton Manner
	 		 	By:	 	 /s/ Michael Celano

				
	[Name]	 		 	Title:	 	Chairman of the Board