Exhibit 10.5


 


RETIREMENT AGREEMENT


 


THIS RETIREMENT AGREEMENT (this “Agreement”) is
made and entered into as of the 16th day of January, 2009 by and between QUIDEL
CORPORATION, a Delaware corporation (the “Company”), and CAREN
L. MASON, an individual (“Mason”).


 


BACKGROUND


 


A.            Mason currently
serves as the Company’s President and Chief Executive Officer and as a member
of the Company’s Board of Directors. 
Pursuant to pre-existing and continuing employment and related understandings
and agreements, Mason’s employment with the Company is “at will.”


 


B.            Mason previously
advised the Company, and the Company has publicly announced, that Mason will retire
from her employment with the Company effective June 1, 2009 (the “Retirement Date”).


 


C.            The Company and Mason
are entering into this Agreement to confirm their understandings as to Mason’s
employment prior to the Retirement Date and each party’s commitments and
obligations on and after the Retirement Date.


 


AGREEMENT


 


1.             Employment.  The Company shall continue to employ Mason on
a full-time basis, and Mason accepts such continued employment, upon and
subject to the terms and conditions set forth herein.  Mason acknowledges and agrees that, as of March 1,
2009, Mason’s title will be changed to “Special Advisor to the Chief Executive
Officer,” a position that will report to, and involve duties determined by, the
Chief Executive Officer.  In such role, Mason
agrees to make herself available for assignments and to dutifully complete such
assignments to the best of her ability at such locations as reasonably
designated by the Chief Executive Officer. 
In connection with scheduling of assignments and travel, if any, in her
role as Special Advisor to the Chief Executive Officer, the Company and Mason
agree to schedule assignments with at least fourteen days notice and as
mutually agreed.


 


Concurrently herewith, (a) the Employment Agreement between the
Company and Mason dated August 20, 2004, as amended (the “Superseded  Employment Agreement”),
shall automatically become void and superseded in its entirety by this
Agreement (except for those provisions of the Superseded Employment Agreement
that are expressly incorporated herein by reference pursuant to Section 5
hereof), and (b) the term of the Agreement Re: Change in Control between
the Company and Mason dated August 20, 2004, as amended (the “CIC Agreement”), shall automatically expire (after which the
CIC Agreement will be of no force or effect). 
For the avoidance of doubt, (x) except as expressly provided
herein, Mason shall not be entitled to any payments or benefits of any kind in
connection with a termination or resignation for any reason and (y) that
certain Indemnification Agreement dated August 18, 2005 between the
Company and Mason shall continue in full force and effect pursuant to its terms.


 

















 


2.             Term.  Pursuant to the Retirement/Resignation
attached hereto as Exhibit A, which Mason has executed and
delivered concurrently with this Agreement, (a) Mason will automatically
cease to be a member of the Company’s Board of Directors on March 1, 2009,
and (b) the term of Mason’s employment shall continue until, and then
automatically terminate, on June 1, 2009, unless earlier terminated.


 


3.             Employment Compensation.  Until March 1, 2009, Mason’s base salary
shall continue at the same level as in effect as of the date of this
Agreement.  Effective March 1, 2009,
Mason’s base salary shall automatically be reduced to $10,000 per month (i.e.,
March, April, May), less applicable withholdings and subject to the Company’s
payroll policies.


 


Mason’s employee benefits shall continue until June 1, 2009 at the
same levels as are in effect as of the date of this Agreement; provided,
however, that Mason shall not receive any further grants of equity incentive
awards nor shall she be eligible to participate in any bonus plans applicable
to fiscal year 2009 or any year thereafter. 
Mason shall, however, remain eligible to receive a bonus under the
Company’s existing 2008 cash incentive bonus plan if and to the extent that (a) an
allocation is made to Mason by the Board of Directors or the Compensation
Committee of the Board of Directors, (b) the relevant performance metrics
are achieved, and (c) Mason remains employed by the Company through the earlier
of (1) the payment date of the 2008 bonus, if any, or (2) the Retirement
Date.


 


4.             Releases.  On each of (a) the date hereof, and (b) a
date of Mason’s choice between May 1, 2009 and May 11, 2009 inclusive,
and as a material condition to Mason’s receipt of the benefits set forth in Section 6
hereof, Mason shall execute and deliver to the Company (and thereafter not
revoke) a Release in the form attached hereto as Exhibit B.  (For avoidance of doubt, the parties
acknowledge and agree that Mason’s failure to deliver (and not thereafter
revoke) either executed Release in the time period specified above shall result
in no further vesting of Mason’s equity awards after the date of this
Agreement.)


 


5.             Mason’s Acknowledgements and Obligations.  As a material
condition to Mason’s receipt of the benefits set forth in Section 6
hereof, Mason acknowledges and reaffirms Section 5 (At Will Employment), Section 6(f) (re:
IRC Section 409A), Section 7 (Inventions), Section 8
(Nondisclosure of Confidential Information), Section 9 (Return of
Materials at Termination) and Section 10 (Non-Solicitation) of the Superseded
Employment Agreement, which provisions are incorporated herein by reference and
shall survive the termination of Mason’s employment.


 


6.             Vesting of Equity Awards.  The vesting of equity awards (restricted
stock and options) held by Mason shall not be accelerated.  Such equity awards shall, during Mason’s
continuing employment, continue to vest and be governed in accordance with the applicable
equity incentive plan and specific equity award grant documentation.  All equity awards held by Mason at the time
of the termination of her employment shall also be handled in accordance with
the applicable equity incentives plans and grant documentation.


 


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7.             Early
Resignation or Termination. 
In the event that Mason either (a) voluntarily resigns her
employment with an effective date prior to the Retirement Date, or (b) is terminated
by the Company with “Cause” (as defined below), Mason shall not be entitled to the
payments or vesting benefits described in Section 3 or Section 6
hereof, but shall only be entitled to salary, accrued benefits and other
amounts legally owing to Mason through the date of employment termination.  The Company shall thereafter have no further
obligations to Mason under this Agreement.


 


In the event
that Mason is terminated by the Company without “Cause” (as defined below), provided
that Mason executes and delivers to the Company within seven (7) calendar
days after such termination (and thereafter does not revoke) a Release in the
form attached hereto as Exhibit B, Mason shall be entitled to
receive the following severance payments and benefits:  (i) a lump-sum payment equal to the
remaining amount of base salary that Mason would have received if the term of
this Agreement had continued until June 1, 2009, less applicable
withholdings, payable within thirty (30) days from the date of termination, (ii) the
employee benefits described in the second paragraph of Section 3 hereof
through June 1, 2009 and (iii) the vesting of equity awards, as and
to the extent described in and contemplated by Section 6 hereof, as though
Mason’s employment continued through June 1, 2009.


 


For purposes
hereof, “Cause” shall be limited to the following:  (1) fraud; (2)  personal dishonesty
involving money or property of the Company or that results in material harm to
the Company; (3) Mason’s willful misconduct that is materially injurious
to the Company; (4) a serious breach of a fiduciary duty to the Company involving
personal profit; (5) Mason’s conviction for a felony (including via a
guilty or nolo contendere plea), excluding traffic
offenses; (6) Mason’s willful and continued neglect of duties (other than
any such failure resulting from her incapacity because of physical or mental
illness); or (7) Mason’s material breach of this Agreement; provided,
however, that unsatisfactory job performance shall not be considered Cause for
termination of Mason’s employment by the Company.  Mason shall be afforded a reasonable
opportunity to cure any willful neglect of her duties and any other alleged
material breach of this Agreement, according to the following terms.  The Company’s Board of Directors shall give
Mason written notice stating with reasonable specificity the nature of the
circumstances determined by the Board of Directors in good faith to constitute
willful neglect or other material breach, and that failure to cure or correct
such circumstances or breach will result in termination of employment for “Cause”
under this Agreement.  Mason shall have
thirty (30) days from her receipt of such notice to cure such circumstances or
such breach if such breach is reasonably susceptible of cure.  If, in the reasonable good faith judgment of
the Board of Directors, the alleged breach is not reasonably susceptible of
cure, or such circumstances or material breach has not satisfactorily cured
within such thirty (30) day period, such neglect of duties or material breach
shall thereupon constitute “Cause.”


 


8.             Confidentiality of Business and Legal Information.  Mason acknowledges
that the Company holds as confidential and/or privileged certain information
(including, but not limited to, non-public information obtained by Mason in her
position as an officer of the Company), as well as certain trade secret
information and knowledge concerning the intimate and confidential affairs of
the Company and the various phases of its business, including, for example and without limitation, processes, formulae, data and know-how,
improvements, inventions, techniques, marketing plans, strategies, forecasts,
mailing lists, customer lists, pricing 


 


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information, manufacturing processes,
distribution systems, computer systems or programs and other types of similar
information within Mason’s knowledge by virtue of her employment with the
Company (collectively, the foregoing shall be referred to herein as “Confidential Trade Secret, Proprietary and Legal Information”).
Mason agrees that all Confidential Trade Secret, Proprietary and Legal
Information shall be the sole property of the Company and that the Company
shall be and is the sole owner of all patents and other rights in connection
therewith as well as any privileges.  Mason
further agrees to hold in strictest confidence and to refrain from using or
disclosing to any other person or entity any Confidential Trade Secret,
Proprietary and Legal Information, other than the Company, its employees,
Directors and representatives.  In that
regard, Mason expressly acknowledges that she has not disclosed (other than to
the Company, its employees, Directors and representatives) any Confidential
Trade Secret, Proprietary and Legal Information.  Mason specifically agrees that she will not
disclose any Confidential Trade Secret, Proprietary and Legal Information at
any time in the future (other than to the Company, its employees, Directors and
representatives).  Mason further
represents and warrants that, on the last day of her employment, she will have returned
to the Company all property and documents of the Company, whether kept
electronically or in hard copy form and will have retained no copies thereof.  This Section supplements
the obligations of Mason contained in Section 5 hereof.


 


9.             Miscellaneous.


 


a.             Notices.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and delivered in person
or sent by registered or certified mail to Mason’s residence in the case of
Mason or to its principal office in the case of the Company.


 


b.             Arbitration.  Any dispute arising out of this Agreement
shall be resolved exclusively by final and binding arbitration, before a single
arbitrator, in San Diego, California pursuant to the rules of JAMS.  Judgment upon any such arbitration award may
be entered by any state or federal court of competent jurisdiction.  In the event any party to this Agreement
initiates any arbitration action or proceeding in connection with enforcement
of this Agreement, the prevailing party in such action or proceeding shall be
entitled to recover its costs and attorney’s fees from the non-prevailing
party.


 


c.             Waiver.  The waiver of any provision of this Agreement
shall not operate or be construed as a waiver of any other provision of this
Agreement.  No waiver shall be valid
unless in writing and executed by the party to be charged therewith.


 


d.             Severability/Modification.  In the event that any clause or provision of
this Agreement shall be determined to be invalid, illegal or unenforceable,
such clause or provision may be severed or modified to the extent necessary,
and, as severed and/or modified, this Agreement shall remain in full force and
effect.


 


e.             Assignment.  This Agreement may not be assigned by
Mason.  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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f.              Amendment.  This instrument may not be amended except by
an agreement in writing signed by both parties.


 


g.             Governing
Law and Jurisdiction.  This Agreement
shall be interpreted, construed, and enforced under the internal laws of the
State of California.  The courts and
authorities of the State of California shall have sole jurisdiction and venue
for purposes of enforcing the arbitration agreement above.


 


h.             Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one in the same Agreement.


 


[Signature page follows.]


 


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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
  QUIDEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Mark A. Pulido

  
	
   

  	
   

  	
  Name:

  	
  Mark A. Pulido

  
	
   

  	
   

  	
  Title:

  	
  Chairman of the Board of Directors

  
	
   

  	
   

  
	
   

  	
  “MASON”

  
	
   

  	
  CAREN L. MASON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Caren L. Mason

  
	
   

  	
   

  	
  Caren L. Mason

  



 


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EXHIBIT A


 


	
  Date:

  	
   

  	
  January 16, 2009

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Board of Directors

  
	
   

  	
   

  	
  Quidel Corporation

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Caren L. Mason

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Retirement/Resignation

  



 


This letter is to confirm my resignation as a Director and President
and Chief Executive Officer of Quidel Corporation (the “Company”), effective as
of March 1, 2009, together with all other employment, Director and trustee
positions held with the Company or any of its subsidiaries or with their
respective employee plans (except for my continued employment as Special
Advisor to the Chief Executive Officer, from which position I confirm my
resignation as of June 1, 2009).


 


This letter is also to confirm that my resignation is not a result of
any disagreement with the Company as to the Company’s operations, policies or
practices.


 


 


	
  /s/ Caren L. Mason

  	
   

  
	
  Caren L. Mason

  



 

















 


EXHIBIT B


 


GENERAL RELEASE


 


In consideration of the agreement by Quidel Corporation (the “Company”)
 to provide certain benefits to Caren L.
Mason (“Mason”), Mason hereby gives the following General Release effective on                       ,
2009.


 


1.             Release of
Claims.  Mason hereby irrevocably and
unconditionally releases, acquits and forever discharges the Company and its
affiliated companies and persons from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, remedies, costs, losses,
debts, expenses and attorneys’ fees, including those arising out of or in
connection with Mason’s employment with and consulting services for the Company
and/or the termination thereof.  (All
such charges, complaints, etc. are collectively referred to herein as “Claims.”)  The Claims irrevocably and unconditionally
released, acquitted and forever discharged include, for example and without
limitation, Claims arising under the federal Age Discrimination in Employment
Act of 1967, which prohibits discrimination on the basis of age, Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Americans With
Disabilities Act, the California Fair Employment and Housing Act, the
California Labor Code, and common law employment and wrongful discharge claims.


 


The Claims irrevocably and unconditionally released, acquitted and
forever discharged by Mason extend to all such Claims by Mason against any and
all of the current and former owners, stockholders, predecessors, successors,
assigns, agents, directors, officers, employees, representatives, attorneys,
divisions, parents, subsidiaries, affiliates (and the directors, officers,
employees, representatives and attorneys of such divisions, parents,
subsidiaries and affiliates) of the Company and all other persons acting by,
through, under or in concert with any of them. 
(All such persons and entities, as well as the Company are collectively
referred to herein as the “Releasees”). 
The Claims irrevocably and unconditionally released, acquitted and
forever discharged herein by Mason also extend to all Claims which Mason now
has, owns or holds, or contends to have, own or hold or which Mason at any time
heretofore had, owned or held or contended to hold against any of the
Releasees.  Mason represents that she has
not heretofore assigned or transferred or purported to have assigned or
transferred to any person or entity any Claims released, acquitted and forever
discharged herein.  This General Release (a) shall
not affect any Claims that Mason may have which arise solely after the effective
date of this General Release, (b) shall not apply to any of the Company’s
obligations under that certain Retirement Agreement dated as of January 16,
2009 (the “Agreement”), (c) shall not apply to any of the Company’s
obligations under that certain Indemnification
Agreement dated as of August 18, 2005 (the “Indemnification Agreement”)
and (d) shall not serve as a release of any claims that
cannot be released as a matter of law, including but not limited to
indemnification under the California Labor Code.


 


2.             Release of
Unknown and Unsuspected Claims.  For
the purpose of implementing a full and complete release and discharge of the
Releasees, Mason expressly acknowledges that this General Release is intended
to include in its effect, without limitation, all Claims (as defined 


 


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above) which Mason does not know or suspect to
exist in her favor at the time of execution hereof, and this General Release
contemplates the extinguishment of any and all such Claims.  In this regard, Mason expressly waives the
provisions of Section 1542 of the California Civil Code, which state:


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.


 


Furthermore, Mason hereby expressly waives and relinquishes any rights
and benefits she may have under other statutes or common law principles of
similar effect.  Mason understands that
the facts under which she gives this full and complete release and discharge of
the Releasees may hereafter prove to be different than now known or believed by
her and Mason hereby accepts and assumes the risk thereof and agrees that her
full and complete release and discharge of Releasees shall remain effective in
all respects and not be subject to termination, rescission or modification by
reason of any such difference in facts.


 


3.             No Complaint,
Charge or Lawsuit Pending.  Mason
represents that she has not filed with any governmental agency or court any
complaint, charge or lawsuit against any of the Releasees involving any Claims
released herein, and that, except as otherwise permitted by law, she will not
do so at any time hereafter; provided, however, this paragraph shall not limit Mason
from filing an action for the purpose of enforcing her rights under the
Agreement or the Indemnification Agreement or from filing a charge or complaint
of discrimination with the EEOC.


 


4.             Severability.  The provisions of this General Release are
severable, and if any part of this General Release is found unenforceable,
invalid or illegal, the other parts of this General Release shall remain fully
valid and enforceable.


 


5.             Governing Law.  This General Release and any dispute
concerning the validity, interpretation or breach of any term or condition
hereof shall be construed and interpreted under and in conformance with the
laws of the State of California applicable to contracts negotiated and to be
fully performed in the State of California.


 


6.             Arbitration.  Any dispute concerning the validity,
interpretation or breach of this General Release or any term or condition
hereof or any dispute concerning the Claims released herein shall be resolved
exclusively by final and binding arbitration as provided in Section 9(b) of
the Agreement.  Judgment upon any such
arbitration award may be entered by any state or federal court of competent
jurisdiction.  This General Release shall
be admissible in any proceeding to enforce its terms.


 


7.             Construction.  Mason has had ample opportunity to make
suggestions or changes to the terms and language of this General Release and
agrees that principles of contract construction against the drafter shall have
no application hereto.  Mason agrees that
this General Release should be construed fairly and not in favor of or against Mason
or the Company as the drafter.


 


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8.             Waiting Period
and Right of Revocation.  Mason
hereby releases Releasees from any and all claims for age discrimination,
whether under state or federal law.  Mason
understands that pursuant to federal law, Mason has the right to review this
General Release for a full twenty-one (21) calendar day period before executing
the same, and that Mason has the right to revoke this General Release in its
entirety at any time within seven (7) calendar days after executing the
same and that this General Release is not effective until such seven (7) day
revocation period has expired.  Mason
acknowledges her right to consult with her attorney prior to signing this
General Release, and that she has been advised to consult with her attorney
prior to such signing.


 


9.             Full
Understanding of Terms.  Mason
represents and agrees that she fully understands her right to discuss all
aspects of this General Release with her private attorney; that to the extent,
if any, she desires, she has availed herself of this right; that she has
carefully read and fully understands all of the provisions of this General
Release; and that she is voluntarily entering into it.


 


IN WITNESS WHEREOF, Mason and the Company acknowledge agreement with
the foregoing by their signatures set forth below.


 


 


	
   

  	
  CAREN L. MASON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Caren L. Mason

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUIDEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Robert J. Bujarski

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel and Corporate Secretary

  



 


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