Exhibit 10.1


 


October 26, 2004


 


 


Thomas J. Foley


22486 Almaden


Mission Viejo, CA  92691


 


Dear Tom:


 


We are pleased to extend
the following offer of employment to you:


 


	
  Title:

  	
   

  	
  Chief Technology
  Officer (CTO)

  
	
   

  	
   

  	
   

  
	
  Reporting to:

  	
   

  	
  Caren Mason,
  President & CEO

  
	
   

  	
   

  	
   

  
	
  Compensation:

  	
   

  	
  $250,000
  annually

  
	
   

  	
   

  	
   

  
	
  Signing Bonus:

  	
   

  	
  Upon commencing
  employment with QUIDEL Corporation, you will receive a one-time lump sum
  bonus of $50,000 (gross), to be paid within the first week of employment.

  
	
   

  	
   

  	
   

  
	
  Annual Bonus:

  	
   

  	
  You will participate
  in the bonus plan with a target bonus of 35% at achievement of plan. Your
  eligibility for this plan will begin in 2005.

  
	
   

  	
   

  	
   

  
	
  Stock Options:

  	
   

  	
  You will receive
  an option to purchase 150,000 shares of common QUIDEL stock. The vesting schedule for
  this option will be 25% on the first year anniversary of the Option Grant
  Date and the remaining 75% will vest quarterly over the next three years. The
  purchase price will be the closing NASDAQ market price of QUIDEL’s stock on
  your actual start date. These options are subject to approval of the Board of
  Directors.

  
	
   

  	
   

  	
   

  
	
  Vacation
  Benefit:

  	
   

  	
  You will receive
  four weeks of vacation per year, accrued from your anniversary date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Change in
  Control

  Provisions:

  	
   

  	
  

  You will be provided with change of control protection as outlined for other
  officers. Details of this protection are contained in the attached Agreement
  re: Change in Control.

  
	
   

  	
   

  	
   

  
	
  Start Date:

  	
   

  	
  November 8,
  2004

  



 


In
addition to the above, as a QUIDEL employee, you will be eligible to
participate in our benefits programs, which will take effect on your first day
of employment.  A summary of these
benefits is enclosed.  Details of these
benefit plans will be provided to you upon your employment.


 





















 


Thomas Foley


Offer Letter


 


As
a condition of employment with QUIDEL Corporation, you will be required to: (1)
read, sign and return one copy of the enclosed Invention and Confidential
Information Agreement; 
(2) within the first three days of employment, you must provide
documents from the enclosed List of Acceptable Documents (I-9) which prove your
identity and right to work in the United States; and (3) read, sign and return
one copy of page 5 of the enclosed Employee Code of Conduct.


 


QUIDEL Corporation is an
at-will employer.  This means that you
have the right to terminate your employment with QUIDEL at any time, for any
reason, with or without notice. 
Similarly, QUIDEL has the right to terminate the employment relationship
at any time, for any reason, with or without notice.  Any contrary representations, which may have
been made to you, are superseded by this offer. 
Any modifications to this “at-will” term of your employment must be in
writing and signed by you and QUIDEL’s President.


 


If you should voluntarily
leave the company within one year of beginning work, you will be required to
repay a prorated portion of your signing bonus. 
You must make this repayment within 30 days of providing notice of your
resignation.


 


Please indicate your
acceptance of our offer by signing on the following page and returning a copy
of this letter to Human Resources.


 


Tom,
on behalf of Caren Mason, the Board of Directors, and the entire QUIDEL team,
we are looking forward to having you join us as we work together to provide
quality products to the medical community and to create value for the employees
and shareholders of QUIDEL Corporation.


 


Sincerely,


 


Phyllis Huckabee


Director, Human Resources


 


cc:                                 Caren
Mason


Human
Resources


 


Enclosures


 


I have read, understand
and accept these terms and conditions of employment.  I further understand that while my salary,
benefits, job title and job duties may change from time to time without a
written modification of this agreement, the at-will term of my employment is a
term of employment which cannot be altered or modified except in writing,
signed by me and QUIDEL’s President.


 


	
  /s/ Thomas Foley

  	
   

  	
  10-28-04

  
	
  Signature

  	
   

  	
  Date