EXHIBIT 10.1


 


Amendment of Employment Agreement


 


This Amendment (the “Amendment”) is entered into as of December 31,
2007, by and between Caren L. Mason, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain
Employment Agreement (the “Employment
Agreement”), entered into as of August 20,
2004, by and between Executive and Quidel. 
Terms which are not otherwise defined in this Amendment shall have the
same meanings accorded to them in the Employment Agreement.


 


Background


 


WHEREAS, the
IRS issued final regulations on April 10, 2007 interpreting the rules and
standards under Section 409A of the Internal Revenue Code (“Section 409A”) as it relates to
deferred pay arrangements; and


 


WHEREAS, Section 409A
impacts the Employment Agreement, and Executive and Quidel desire to bring the
Employment Agreement into documentary compliance with Section 409A based
on the terms and conditions herein.


 


Agreement


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration the receipt of which is hereby acknowledged, Executive and Quidel
hereby agree as follows:


 


1.             Update
of Section 6(c)(i).  The
parties agree that Section 6(c)(i) should be deleted in its entirety
and replaced with the following:


 


“(i)          Definition
of Good Reason.  Mason shall have the right to terminate her
employment for Good Reason within sixty (60) days following the occurrence of
one or more of the events described in this Section 6(c)(i) 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
purposes of this Section “Good Reason” shall mean the following: (1) the
failure to elect and continue Mason as Chief Executive Officer of the Company,
or if the scope of Mason’s duties and responsibilities are in the aggregate
materially reduced; (2) a requirement by the Company or the Board that
Mason be relocated to a Company office more than fifty (50) miles from the
current executive offices of the Company, or the Company requiring Mason to be
based anywhere other than the principal executive offices of the Company; (3) any
material reduction in Mason’s base salary, provided that the Company does not
pay Mason an appropriate cash amount to reimburse her for the base salary
reduction, or (4) a material breach by the Company of any of the terms of
this Agreement.”


 


2.             Update
of Section 6(d)(i).  The
parties agree that Section 6(d)(i) should be deleted in its entirety
and replaced with the following:


 


“(i)          a
lump sum payment equal to eighteen (18) months of her base salary, less
applicable withholdings, at the salary rate in effect at the time of the
termination of her employment, payable within thirty (30) days from the date of
termination, 


 

















 


except that in the event that such termination occurs in connection
with a Change in Control and constitutes a “Qualifying Termination” (as defined
in Section 5 of the Agreement Re: Change in Control (Exhibit B
hereto)), then Mason shall be entitled to receive (in lieu of the Severance
Benefits provided in this Section 6(d)) the severance payment and benefits
provided in the Agreement Re: Change in Control (Exhibit B hereto),
executed concurrently herewith;”


 


3.             Update
of Section 6(d)(iii).  The
parties agree that Section 6(d)(iii) should be deleted in its
entirety and replaced with the following:


 


(iii)          payment
during the period of eighteen (18) months from the date of termination (the “Severance
Benefit Period”) (or until such earlier date that substantially equivalent or
better benefits are provided by a successor employer) of the cost of COBRA
insurance premiums for all health insurance, and the cost of life insurance and
disability insurance fringe benefits on a monthly basis, in advance.


 


4.             New
Section 6(f).  The parties agree that a new Section 6(f) shall
be added to the Employment Agreement immediately following Section 6(e):


 


“(f)          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 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 6(f) 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.”


 


5.             Miscellaneous.  This Amendment may be executed in
counterparts, including counterparts transmitted by facsimile, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.  No other changes or
modifications are made to the Employment Agreement by this Amendment, and all
other terms and conditions in the Employment Agreement remain in full force and
effect as set forth therein.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment as of the date first written above.


 


	
   

  	
  Caren L. Mason

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caren L. Mason

  
	
   

  	
  Name:

  	
  Caren L. Mason

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Quidel Corporation,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Bujarski

  
	
   

  	
  Name:

  	
  Robert J. Bujarski

  
	
   

  	
  Title:

  	
  Senior Vice President, General and

  Corporate Secretary

  



 


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