exv10w1






Exhibit 10.1



May 9, 2011




Mr. Mark Smits

102 Westwind Drive

Coppell, TX 75019



Dear Mark:



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




	 	 	 

	Title:

	 	Senior Vice President, Commercial Operations
	 
	 	 
	Reporting to:

	 	Doug Bryant, President & CEO
	 
	 	 
	Compensation:

	 	$285,000 annually
	 
	 	 
	Annual Bonus:

	 	You will participate in the bonus plan with a target bonus of 40% at
achievement of plan, consistent with our SVP level executives. This bonus will be
prorated for 2011.
	 
	 	 
	Equity:

	 	You will receive equity equal to $275,000 in total value with half of such value
awarded in the form of non-qualified stock options (vesting over four years with 50%
vesting on the second anniversary of the grant date and annually thereafter) and half
of such value in the form of time-based restricted stock units (cliff vesting at the
end of four years). The purchase price will be the closing NASDAQ market price of
Quidel’s stock on your actual start date.
	 
	 	 
	Vacation Benefit:

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

Agreement:

	 	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. Please sign and return.
	 
	 	 
	Start Date:

	 	TBD





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
provided in the enclosed materials. Details of these benefit plans will be provided to you upon
your employment.



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








 









 








Mr. Mark Smits

Offer Letter

Page 2



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.



This offer of employment is contingent upon successfully passing a pre-employment drug screen,
background and reference check. Our vendor will be in contact with you to set up your drug screen
appointment, which must be completed as soon as reasonably possible.



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.



This offer expires seven days from the date of this letter. Please indicate your acceptance of our
offer by signing below and returning a copy of this letter to Human Resources as soon as possible.



Mark, on behalf of senior management, 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

Vice President, Human Resources





			
	cc:	 	Doug Bryant

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/ Mark W. Smits
	 	May 11, 2011                    
	Signature
	 	Date