EX-10.11




 EXHIBIT 10.11 

CHANGE IN CONTROL AGREEMENT 

This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is dated as of [DATE] (the “Effective Date”) and is
entered into by and between [EXECUTIVE] (“Executive”) and QuidelOrtho Corporation., a Delaware corporation (the “Company”). 

Background 

A.    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. 

B.    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 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/her] ability to objectively perform [his/her] 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 reduce Executive’s financial risks and uncertainties and that are reasonably competitive with those of other
peer corporations. 
 C.    This Agreement shall supersede and replace any prior change in control agreements entered
into by and between the Company or its affiliates or subsidiaries, including but not limited to Quidel Corporation, Ortho Clinical Diagnostics Holdings plc, Ortho-Clinical Diagnostics, Inc. and Ortho-Clinical Diagnostics Bermuda Co. Ltd., and
Executive and any such prior agreements shall be terminated automatically upon execution of this Agreement, without any further action by the parties. 

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. The term of this Agreement shall commence as of the Effective Date, or if later, the
commencement of work with the Company and, subject to the provisions of Section 3, shall continue until (and thereupon automatically terminate) one (1) day after Executive’s termination of employment with the Company for any reason
(the “Termination Date”). 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 Date, including without limitation Executive’s
right to receive the various benefits provided 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/her] termination of employment under specified circumstances. As used
in this Agreement, the term “Change in Control” shall have the meaning set forth in the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) (as the same may be amended from time to time or in any successor
equity incentive plan). 
 3.    Effect of a Change in Control. In the event of a Change in Control,
Sections 5 through 12 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 4 below), this Agreement shall terminate and have no further force or effect. 

4.    Qualifying Termination. If, within two (2) years following or 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/her] employment with the Company and its affiliated
companies. Executive, however, shall not be considered to have voluntarily terminated [his/her] employment with the Company and its affiliated companies if, within two (2) years following or thirty (30) days prior to the Change
in Control, Executive’s base salary is reduced in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, or change Executive elects to terminate [his/her] employment with the
Company and its affiliated companies within sixty (60) days following such reduction, or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period. 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, 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/her] place of employment within two (2) years following or thirty (30) days prior to the Change in Control. [To include for
certain Executives, such as CEO,  

  
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CFO and GC: 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 Permanent Disability. For such purposes, “Permanent Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of [his/her]
responsibilities for the Company and its affiliated companies and which, at least three (3) consecutive months after its commencement, is determined to be a “permanent and total disability” as defined in Section 22(e) of the
Internal Revenue Code 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 Permanent 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 or failure of
Executive to comply with a lawful, written instruction of the Board of Directors, which refusal or failure is not remedied by Executive within a reasonable period of time after [his/her] receipt of written notice from the Company identifying the
refusal or failure, 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. 
 5.    Severance Payment. If Executive’s
employment is terminated as a result of a Qualifying Termination, contingent upon Executive executing a customary general release of claims in favor of the Company and such release becoming effective and irrevocable in accordance with its terms, the
Company shall pay Executive within thirty (30) days after the Qualifying Termination a cash lump sum equal to [            ] ([        ]) times
the Executive’s Compensation (the “Severance Payment”). 

  
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 (a)    For purposes of this Agreement, Executive’s
“Compensation” shall equal the sum of (i) Executive’s highest annual base salary 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 arrangement. 
 (b)    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 within two (2) years following or thirty (30) days prior to a Change in Control. 

(c)    Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s
termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and one or more of the payments or benefits
received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A
of the Code (the “Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which
is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A
Taxes. The provisions of this Section 5(c) shall only apply to the minimum extent required to avoid Executive’s incurrence of any Section 409A Taxes. In addition, if any provision of this Agreement would cause Executive
to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the
applicable provision without violating the provisions of Section 409A of the Code. 

  
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 6.    Additional Benefits. 

(a)    In the event of a Qualifying Termination, any and all unvested stock options, restricted stock units
or any other Awards as such term is defined under the 2018 Plan (as the same may be amended from time to time or in any successor equity incentive plan) held by Executive shall immediately become fully vested and, if applicable, exercisable and any
and all restrictions on Executive’s restricted stock or other Awards shall immediately and automatically lapse (except as otherwise expressly agreed to, in writing, by both parties, including whether prior to or after the execution of this
Agreement). For any Awards that are subject to performance-based vesting criteria for which the performance period has not been completed and certified, if applicable, prior to the Change in Control, such performance-based criteria will be deemed
earned at the greater of the target level of performance or actual performance through the date of the Change in Control. 

(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/her] 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 [            ] ([        ]) year[s] 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. 

7.    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 5 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 6 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 

  
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this Agreement shall be defined in accordance with Section 280G(b)(2), or any successor thereto, of the Code), 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 7 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 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 7, 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 7, 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 or legal
advisor. 
 8.    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/she] 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 8, 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. The provisions in this Section 8 apply in addition to any other restrictive covenants that may be set forth in a separate written agreement between the Executive and the Company, but without extending
the post-termination restriction period(s) therein. 
 9.    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/her] 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 within two (2) years
following or 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


  
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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 two (2) years after a Change in Control and constitutes a Qualifying Termination (as defined in Section 4 above) the provisions of this Agreement shall govern the payment of
the Severance Payment and certain other benefits as provided herein. 

10.    Non-Exclusivity of Rights. Subject to Section 6(b) 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 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. Except as otherwise provided in Section 6(b) hereof, amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan or program of the Company at or subsequent to the date of any Qualified Termination shall be payable in accordance with such plan or program. 

11.    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 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). 
 12.    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. 

  
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 (c)    Unless the context otherwise requires, all
references to the Company in this Agreement shall include its controlled subsidiaries. 
 13.    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. 

14.    Modifications. This Agreement may be amended or modified only by an instrument in writing executed by
both of the parties hereto. 
 15.    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 16 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”). The Petition shall designate as a referee (the “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 the 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 as a referee or the designated Judge is unavailable or unable to serve in such capacity, request shall be made in the 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 

  
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have 15 days thereafter in which to plead to such 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 any 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 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 15 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 its or
[his/her] 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. 

16.    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: 
  

							
	 QuidelOrtho Corporation
	  	 	[EXECUTIVE]	 	  	
	 9975 Summers Ridge Road
	  	 	[ADDRESS]	 	  	
	 San Diego, CA 92121
	  	 	[ADDRESS]	 	  	
	 Attn: President & CEO
	  				  	

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

  
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 18.    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. 

19.    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. 
  

			
	QUIDELORTHO CORPORATION, a Delaware corporation
		
	By:	 	  

		 	Printed Name:
		 	Title:    
	
	EXECUTIVE
		
	By:	 	  

		 	        [EXECUTIVE]



  
 [Signature Page to Change
in Control Agreement for [EXECUTIVE]]