Exhibit 10.1


 


QUIDEL CORPORATION


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into
as of January 16, 2009 (the “Effective Date”), by and between QUIDEL
CORPORATION, a Delaware corporation (the “Company”), and Douglas C. Bryant, an
individual (“Bryant”).


 


1.             Employment.  The Company hereby engages Bryant as its
President and Chief Executive Officer, effective as of March 1, 2009, and
Bryant accepts such employment upon the terms and subject to the conditions set
forth in this Agreement, with employment commencing as of February 2, 2009
(the “Start Date”).


 


2.             Duties and Responsibilities.  Bryant will report directly to the Board of
Directors and shall perform such duties and functions as are consistent with
his role as President and Chief Executive Officer.  Bryant agrees that, during the course of his
employment with the Company, he will devote substantially all of his business
time, attention and efforts to the performance of his duties and obligations
hereunder.  Bryant shall not, without the
prior written approval of the Board of Directors, and obtained in each
instance, directly or indirectly (i) accept employment or receive any
compensation for the performance of services from any business enterprise other
than the Company or (ii) enter into or be concerned or interested in any
trade or business or public or private work (whether for profit or otherwise
and whether as partner, principal, shareholder or otherwise), which may, in the
reasonable discretion of the Board, hinder or otherwise interfere with the
performance by Bryant of his duties and obligations hereunder; provided, however, that (a) Bryant may serve on the
board of directors of up to two organizations of his choice, and he may
participate in and hold positions of responsibility with industry associations
and organizations so long as such commitments do not unreasonably interfere
with Bryant’s duties and responsibilities to the Company and the Board of
Directors does not object to Bryant’s directorship based upon reasonable
concerns relating to the nature of the company in question or its business, and
(b) Bryant may purchase and own up to one percent (1%) of the outstanding
stock of any class of any company, the securities of which are publicly traded,
and Bryant may further own up to one percent (1%) of any privately held company
in which Bryant owns such an interest as of the Effective Date.  Notwithstanding the foregoing, nothing in
this Agreement shall prohibit Bryant from becoming involved or engaged in
charitable and civic activities, or from acting as an officer, director or
manager of family corporations, limited liability companies, trusts and
partnerships.


 


3.             Compensation.


 


(a)           Salary.  For all services to be rendered by Bryant
under this Agreement, the Company agrees to pay Bryant, beginning as of the
Start Date, a salary (the “Base Salary”) equal to Four Hundred and Fifty
Thousand Dollars ($450,000) per year, payable in the Company’s normal payroll
cycle, less all amounts required by law to be withheld or deducted.  The Board of Directors or its Compensation
Committee shall review Bryant’s Base Salary on a yearly basis.  The Board of Directors or its Compensation
Committee, in its sole and absolute 


 

















 


discretion from time to time, may increase (but
not decrease without Bryant’s prior written consent) Bryant’s Base Salary.


 


(i)               Commencing with performance for calendar
year 2009, Bryant is eligible to receive a cash performance bonus, to be paid
each year at the same time bonuses are generally paid to other senior
executives of the Company for the relevant fiscal year, with a target of at
least 80% of Bryant’s Base Salary with a maximum opportunity of 120% of Bryant’s
Base Salary, as may be determined by the Board of Directors or its Compensation
Committee.  Calculation and any payment
of the cash performance bonus is subject to the terms of any bonus plan and
achievement of the goals set from year to year by the Board of Directors or its
Compensation Committee for the relevant fiscal year.


 


(ii)              Bryant will be reimbursed for attorneys’
fees and costs incurred in connection with the review and negotiation of this
Agreement and related agreements between Bryant and the Company, not to exceed
$10,000.


 


(b)           Stock Option and Restricted Stock Awards.


 


As of the Start Date, the Board of Directors of the Company has
approved the grant of the following equity awards to Bryant:


 


(i)                Nonqualified Stock
Options to purchase up to 700,000 shares of Common Stock of the Company under
the terms and conditions set forth in that certain Stock Option Agreement (Exhibit A
hereto) executed by the Company and Bryant concurrently with this Agreement and
otherwise in accordance with the Company’s 2001 Equity Incentive
Plan.  The exercise price of the Stock
Options shall be the fair market value of such shares at the time of the grant
date determined in accordance with the Company’s 2001 Equity Incentive
Plan; and


 


(ii)               100,000 restricted
shares of Common Stock under the terms and conditions set forth in that certain
Restricted Stock Award Agreement (Exhibit B hereto) executed by the
Company and Bryant concurrently with this Agreement and otherwise in accordance
with the Company’s 2001 Equity Incentive Plan.


 


(iii)              The grant date for
the foregoing equity awards shall be the Start Date.


 


(c)           Benefits.


 


During the Term of Bryant’s employment hereunder:


 


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(i)               Bryant shall be entitled to four weeks
paid annual vacation leave consistent with the Company’s policies for other
senior executives of the Company.


 


(ii)              Bryant will be eligible to participate in
the Company’s 401(k) benefit program which provides for matching of 50% of
the first 6% contributed by the employee. 
All applicable 401(k) rules and regulations apply for
contributions made by employees.


 


(iii)             The Company shall pay or reimburse Bryant
for all reasonable and necessary travel and other business expenses incurred or
paid by Bryant in connection with the performance of his services under this
Agreement consistent with the Company’s policies for other senior executives of
the Company as approved by the Compensation Committee.


 


(iv)             Upon the commencement of Bryant’s
employment, the Company shall provide and pay for the corporate portion of the
annual cost of premiums for health, dental and medical insurance coverage for
Bryant and Bryant’s dependents consistent with the coverage generally made
available by the Company to senior executives of the Company.


 


(v)              In addition to the benefits set forth
above, Bryant shall be entitled to participate in any other policies, programs
and benefits which the Compensation Committee may, in its sole and absolute
discretion, make generally available to its other senior executives from time
to time including, but not limited to, life insurance, disability insurance,
pension and retirement plans, stock plans, cash and/or other bonus programs,
and other similar programs.  The Company
will provide Bryant with a laptop computer, cell phone and blackberry or other
similar device for Bryant’s business use.


 


(d)           Indemnification Agreement.  Concurrently with the execution of this
Agreement, the Company and Bryant shall enter into that certain standard
Director & Officer Indemnification Agreement (attached as Exhibit C
hereto) as provided to the Company’s other senior executive officers.


 


4.             Inducement Bonus and Relocation Payments.


 


(i)                As of the Start
Date and as an inducement bonus and to assist with the costs of relocation to
San Diego, Bryant shall receive a cash payment from the Company of Two Hundred
Thousand Dollars, payable within five (5) business days of the Start Date
(the “Relocation/Inducement Bonus”).  In
addition, the Company shall provide the additional funds to pay any federal and
state income 


 


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tax, Medicare and disability
withholdings required to be made from Bryant’s compensation on account of all
payments and withholdings under this subparagraph, and the Company shall pay to
Bryant, by the end of 2009, an amount equal to any additional federal and state
income tax payments that would be required to be made by Bryant (apart from
such withholdings) on account of all payments and withholdings under this
subparagraph assuming Bryant is subject to the highest marginal individual tax
rates for 2009.  Bryant acknowledges and
agrees that if he should voluntarily terminate his employment with the Company
or be terminated by the Company for “Cause” (as defined below) within one (1) year
of the Start Date, he shall, and will be required to, repay to the Company the
full amount of the Relocation/Inducement Bonus and the cash payment equal to
such income tax payments.


 


(ii)               Bryant shall be eligible to receive an
additional cash payment of up to $100,000 in connection with further offsetting
actual moving costs, brokerage commissions and other expenses of selling Bryant’s
existing home in Texas, and expenses of purchasing a home in California (other
than its purchase price and loan interest and points) in the event such actual
expenses are in excess of $200,000 and upon the mutual agreement of Executive
and the Board or its Compensation Committee (the “Excess Relocation Payment”).  The amount of the Excess Relocation Payment
shall be equal to the amount of such actual costs and expenses in excess of $200,000.  In addition, the Company shall provide the
additional funds to pay any federal and state income tax, Medicare, disability
and other withholdings (other than for social security) required to be made
from Bryant’s compensation on account of all payments and withholdings under
this subparagraph, and the Company shall pay to Bryant, by February 28,
2010, an amount equal to any additional federal and state income tax payments
that would be required to be made by Bryant (apart from such withholdings) on
account of all payments and withholdings under this subparagraph assuming
Bryant is subject to the highest marginal individual tax rates for 2009.  The Excess Relocation Payment is effective
for such relevant relocation and real estate related expenses of Bryant for the
period prior to the twelve-month anniversary of the Start Date, provided,
further, that if Bryant should voluntarily terminate his employment with the
Company or be terminated by the Company for “Cause” (as defined below) within
one (1) year of receipt of any Excess Relocation Payment, he shall, and
will be required to, repay the Company the full amount of any Excess Relocation
Payment and the cash payment equal to such income tax payments.


 


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(iii)              In addition to the
Relocation/Inducement Bonus, the Company will pay directly to Bryant’s prior
employer, Luminex, or the third party vendor(s), or reimburse Bryant for, any
actual expenses Bryant is required to pay or reimburse Luminex for in connection
with his recent movement of certain household goods from Illinois to his
current residence in Austin, Texas, in an amount not to exceed $23,144.


 


(iv)             In connection with
commencement of employment, the Company shall provide Executive with temporary
housing in San Diego for a period of ninety (90) days.


 


5.             At Will Employment.  The Company and Bryant acknowledge and agree
that Bryant’s employment by the Company is expressly “at will” and not for a
specified term.  This means that either
party may terminate Bryant’s employment at any time for any reason, with or
without Cause.  Any termination of Bryant’s
employment is, however, subject to the terms and provisions of this Agreement.


 


6.             Severance.


 


(a)           Death or Disability of Bryant.  This Agreement and Bryant’s employment
hereunder shall automatically terminate upon Bryant’s death or, at the option
of the Company by written notice to Bryant, upon Bryant’s Disability.  “Disability” shall mean the disability of
Bryant, within the meaning of subsection 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”), and where Bryant is unable to work and
remains continuously so totally disabled for a period of one hundred and eighty
(180) days.  Such termination shall take
effect the last day of the month following the date of death or the date such
notice of termination for Bryant’s Disability is given.  Bryant’s compensation and other benefits
shall continue during the term of the Disability through the effective date of
termination as set forth above.


 


(b)           Termination by Bryant for Cause.


 


(i)               Definition of Cause.  For purposes of this Agreement, “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) Bryant’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) Bryant’s conviction for a felony (including
via a guilty or nolo contendere plea), excluding traffic offenses; (6) Bryant’s
willful and continued neglect of duties (other than any such failure resulting
from his incapacity because of physical or mental illness); or (7) Bryant’s
material breach of the provisions of Sections 2 (other than the first
sentence), 7, 8, 9 or 10 of this Agreement; provided, however, that
unsatisfactory job performance shall not be considered Cause for termination of



 


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Bryant’s employment by the
Company.  Bryant shall be afforded a
reasonable opportunity to cure any willful neglect of his duties and any other
alleged material breach of this Agreement, including an alleged material breach
of Sections 2, 7, 8, 9 or 10 of this Agreement, according to the following
terms.  The Company’s Board of Directors
shall give Bryant 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. 
Bryant shall have thirty (30) days from his 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 been satisfactorily cured within such thirty (30) day period, such
neglect of duties or material breach shall thereupon constitute “Cause.”


 


(ii)              Procedure Upon Termination by Company
for Cause.  Notwithstanding the
foregoing, termination by the Company for Cause shall not be effective until
and unless (1) notice of intention to terminate for Cause has been given
by the Company within 90 days after the Company learns of the act, failure or
event constituting “Cause” under this Section (which is not cured by
Bryant within any time period permitted for such cure above), and (2) the
Board of Directors has voted by a majority vote to terminate Bryant for Cause.


 


(c)           Termination by Bryant for Good Reason.


 


(i)               Definition of Good Reason.  Bryant shall have the right to terminate his
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 Bryant as Chief Executive Officer of the Company,
or if the scope of Bryant’s duties and responsibilities are in the aggregate
materially reduced; (2) a requirement by the Company or the Board that
Bryant, without his prior consent, be relocated to a Company office more than
fifty (50) miles from the current executive offices of the Company, or the
Company requiring Bryant to be based anywhere other than the principal
executive offices of the Company; (3) any material reduction in Bryant’s
base salary, provided that the Company does not pay Bryant an 


 


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appropriate cash amount to reimburse him for
the base salary reduction, or (4) a material breach by the Company of any
of the terms of this Agreement.


 


(ii)               Procedure
Upon Termination by Bryant for Good Reason. 
Notwithstanding the foregoing, termination by Bryant for Good Reason
shall not be effective until and unless notice of intention to terminate for
Good Reason has been given by Bryant within thirty (30) days after Bryant
learns of the act, failure or event constituting “Good Reason” under this Section (which
is not cured by the Company within such 30-day period).


 


(d)           Severance.  If this
Agreement is terminated by Bryant for Good Reason or by the Company without
Cause and subject to Section 6(d)(iv) below, Bryant shall be entitled
to receive the following severance payments and benefits (the “Severance
Benefit”), regardless (except under subparagraph (ii) below) of whether or
not he seeks or is employed by another employer or receives similar
compensation or benefits from another employer:


 


(i)               a lump sum payment equal to eighteen
(18) months of his base salary, less applicable withholdings, at the salary
rate in effect at the time of the termination of his 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 D hereto)), then Bryant 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 D hereto), executed concurrently herewith; and


 


(ii)              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 costs of any group dental, group vision, life
insurance and disability insurance fringe benefits that had been available to
Bryant immediately before the termination on a monthly basis, in advance.


 


(iii)             Any bonus owed to Bryant under Section 3(a)(i) above
for a prior calendar year shall continue to be payable to Bryant at the same
time bonuses are generally paid to other senior executives of the Company for
that calendar year.


 


(iv)             Bryant shall not be entitled to the
Severance Benefit unless and until Bryant has executed and delivered to the
Company a release substantially in the form attached as Exhibit E hereto
and, provided 


 


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the Company has also signed such release
within two (2) business days of execution and delivery by Bryant, all
revocation and waiting periods applicable to such release have expired (if the
Company fails to sign such release, then such revocation and waiting period
shall not apply).  The Severance Benefit,
if paid to Bryant under this Section 6(d), shall represent the sole and
exclusive remedy of Bryant in connection with his employment and this Agreement
upon a termination of employment by Bryant for Good Reason or by the Company
without Cause, subject to Section 6(e) below.


 


(e)           Notwithstanding the
other provisions of this Section 6 or of Exhibit D or Exhibit E,
following an termination of Bryant’s employment by the Company for any reason
Bryant shall be entitled to:  (i) receive
any unpaid accrued Base Salary for periods before the termination date; (ii) receive
any legally required pay for his unused vacation days; (iii) his rights
and benefits under the terms of the Company’s 401(k) benefit program; (iv) receive
any unpaid reimbursements to which he is entitled under Section 3(c)(iii) above;
(v) any further benefits to which he is entitled under Section 3(c)(v) above;
(vi) his continuing applicable rights under the terms of Exhibits A, B, C
and D; (g) his rights to indemnification and contribution by the Company
under any other applicable statutes, bylaws or agreements; and (h) his COBRA
rights to continuing health insurance coverage under the Company’s plan.


 


(f)            Definition of Change in Control.  A “Change in Control” with respect to the
Company shall have the meaning, and shall be deemed to have occurred, for
purposes of this Agreement, as set forth in and in accordance with Section 3
of the Agreement Re: Change in Control (Exhibit D hereto), executed
concurrently with this Agreement.


 


(g)           Notwithstanding any provision of this Agreement to the contrary, if, at
the time of Bryant’s termination of employment with the Company, Bryant 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
Bryant 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 Bryant’s “separation
from service” or (b) the
date of Bryant’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 Bryant’s incurrence of any Section 409A
Taxes.  In addition, if any provision of
this Agreement would cause Bryant 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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7.             Inventions.


 


(a)           Disclosure.  Bryant
will disclose promptly to the Company each Invention (as defined below),
whether or not reduced to practice, that is conceived or learned by Bryant
(either alone or jointly with others) during the term of his employment by the
Company.  Further, Bryant will disclose
in confidence to the Company all patent applications filed by or on behalf of
Bryant during the term of his employment and for a period of one (1) year
thereafter.


 


For purposes of this Agreement, the term “Invention” includes, without
limitation, any invention, discovery, know-how, idea, trade secret, technique,
formula, machine, method, process, use, apparatus, product, device,
composition, code, design, program, confidential information, proprietary
information, or configuration of any kind, that is discovered, conceived,
developed, improved on, made or produced by Bryant (alone or in conjunction
with others) during the duration of Bryant’s employment and for a period of
one (1) year thereafter, and which:


 


(i)               relates at the time of conception or
reduction to practice of the invention, in any manner, to the business
operations of the Company (as opposed to the business operations of its
competitors), including actual or demonstrably anticipated research or
development of the Company;


 


(ii)              results from or is suggested by work
performed by Bryant for or on behalf of the Company; or


 


(iii)             results from the use of equipment,
supplies, facilities, information, time or resources of the Company.


 


The term Invention will also include any improvements to an Invention,
and will not be limited to the definition of patentable or copyrightable
invention as contained in the United States patent or copyright laws.


 


(b)           Company Property; Assignment.  Bryant acknowledges and agrees that all
Inventions will be the sole property of the Company, including, without
limitation, all domestic and foreign patent rights, rights of registration or
other protection under the copyright laws, or other rights, pertaining to the
Inventions.  Bryant hereby assigns all of
his right, title and interest in any such Inventions to the Company.


 


(c)           Exclusion Notice.  The
assignment by Bryant of Inventions under this Agreement does not apply to any
Inventions that are expressly excluded from coverage pursuant to Section 2870
of the California Labor Code. 
Accordingly, Bryant is not required to assign an idea or invention for
which all of the following are applicable:


 


(i)               No equipment, supplies, facility or
trade secret information of the Company was used and the invention or idea was
developed entirely on Bryant’s own time;


 


(ii)              The invention or idea does not relate to
the business of the Company;


 


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(iii)             The invention or idea does not relate to
the Company’s actual or demonstrably anticipated research or development; and


 


(iv)             The invention or idea does not result from
any work performed by Bryant for the Company.


 


As used in this Section 7(c), “invention” will have the same
meaning as “invention” as used in Section 2870 of the California Labor
Code.


 


(d)           Patents and Copyrights; Attorney-in-Fact.  Bryant agrees to assist the Company (at the
Company’s expense) in any reasonable way the Company deems necessary or
appropriate from time to time to apply for, obtain and enforce patents on, and
to apply for, obtain and enforce copyright protection and registration of,
Inventions in any and all countries.  To
that end, Bryant will (at the Company’s expense), without limitation, testify
in any suit or other proceeding involving any Invention, execute all documents
that the Company reasonably determines to be necessary or convenient for use in
applying for and obtaining patents or copyright protection and registration
thereon and enforcing same, and execute all necessary assignments thereof to
the Company or parties designated by it. 
Bryant’s obligations to assist the Company in obtaining and enforcing
patents or copyright protection and registration for Inventions will continue
beyond termination of his employment, but the Company will compensate Bryant at
a reasonable rate after such termination for the time actually spent by Bryant
at the Company’s request on such assistance. 
Bryant hereby irrevocably appoints the Company, and its duly authorized
officers and agents, as Bryant’s agent and attorney-in-fact to act for and on
behalf of Bryant in filing all patent applications, applications for copyright
protection and registration amendments, renewals, and all other appropriate
documents in any way related to Inventions.


 


8.             Nondisclosure of Confidential Information.  Except in the performance of his duties
hereunder, Bryant will not disclose to any person or entity or use for his own
direct or indirect benefit any Confidential Information (as defined below)
pertaining to the Company obtained by Bryant in the course of his employment
with the Company.  For purposes of this
Agreement, “Confidential Information” will include all of the Company’s
confidential or proprietary information, including, without limitation, any
information encompassed in any and all strategic plans, insurance plans,
Inventions, and any trade secrets, reports, investigations, experiments,
research or developmental work, work in progress, drawings, designs, plans,
proposals, codes, marketing and sales programs, financial data and records,
financial projections, cost summaries, pricing formula, and all concepts or
ideas, materials or information related to the business, products or sales of
the Company or the Company’s customers; provided, however, that Confidential
Information shall not include information, documents or data that (i) is
or subsequently becomes publicly available or generally known in the industry
without Bryant’s breach of any obligation of confidentiality owed to the
Company; (ii) was known to Bryant prior to his original employment by the
Company; (iii) becomes known to Bryant from a source other than the Company
(which is not breaching an obligation to the Company) and which Bryant learns
of outside the scope of his employment with the Company; or (iv) is
required to be disclosed by law or other governmental authority.


 


 


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9.             Return of Materials at Termination.  In the event of any termination of Bryant’s
employment for any reason whatsoever, Bryant will promptly deliver to the
Company all documents, data and other information pertaining to Inventions and
Confidential Information.  Bryant will
not take with him any documents or other information, or any reproduction or
excerpt thereof, containing or pertaining to any Inventions or Confidential
Information, other than (i) documents relating to Bryant’s compensation or
benefits provided by the Company, and (ii) copies of personal notes or
memoranda prepared or created by Bryant in his capacity as an officer and/or
director of the Company and evidencing his fulfillment of his fiduciary duties
with respect to the Company.


 


10.           Non-Solicitation.  Bryant agrees that so long as he is employed
by the Company and for a period of one (1) year after termination of
his employment for any reason, he will not (a) directly or indirectly
solicit, induce or attempt to solicit or induce any Company employee to
discontinue his or her employment with the Company; or (b) usurp in
violation of his fiduciary duties any opportunity of the Company of which
Bryant became aware during his tenure at the Company; or (c) directly or
indirectly solicit or induce or attempt to influence any person or business
that is an account, customer or client of the Company to reduce, restrict or
cancel the business of any such account, customer or client with the Company.


 


11.           No Waiver.  The waiver by either party of a breach of any
provision of this Agreement will not operate as or be construed as a waiver of
any subsequent breach thereof.


 


12.           Notices.  Any and all notices referred to herein will
be sufficiently furnished if in writing, and sent by registered or certified
mail, postage prepaid, to the respective parties at the following addresses or
such other address as either party may from time to time designate in writing:


 


	
  To the Company:

  	
  QUIDEL CORPORATION

  
	
   

  	
  10165 McKellar Court

  
	
   

  	
  San Diego, CA 92121

  
	
   

  	
  Attention: Chairman of the Board of
  Directors

  
	
   

  	
   

  
	
  To Bryant:

  	
  Douglas C. Bryant

  
	
   

  	
  424 Brandon Way

  
	
   

  	
  Austin, Texas 78733

  



 


13.           Assignment.  This Agreement may not be assigned by
Bryant.  This Agreement will be binding
upon the Company’s successors and assigns, including any entity that acquires
all or substantially all of the assets or business of the Company.


 


14.           Entire
Agreement.  This
Agreement, together with the Stock Option Agreement attached hereto as Exhibit A,
the Restricted Stock Award Agreement attached hereto as Exhibit B, the
Indemnification Agreement attached hereto as Exhibit C, the Agreement Re:
Change in Control attached hereto as Exhibit D, and the form of Release
attached hereto as Exhibit E, supersedes any and all prior written or oral
agreements between Bryant and the Company, and contains the entire
understanding of the parties hereto with respect to the terms and conditions of
Bryant’s employment with the Company.


 


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15.           Governing
Law.  This Agreement will
be construed and enforced in accordance with the internal laws and decisions of
the State of California.


 


16.           Arbitration.  In the event of any controversy, dispute or
claim arising out of or related to this Agreement or Bryant’s employment by the
Company, the parties shall negotiate in good faith in an attempt to reach a
mutually acceptable settlement of such dispute. 
If negotiations in good faith do not result in a settlement of any such
controversy, dispute or claim, it shall be resolved exclusively
by final and binding arbitration, before a single arbitrator, to be held in the
County of San Diego, California, in accordance with the then existing rules of
the JAMS.  The
parties may obtain discovery in aid of the arbitration to the fullest extent
permitted under law, including California Code of Civil Procedure Section 1283.05.  All discovery disputes shall be resolved by
the arbitrator.  Judgment
upon any such arbitration award may be entered by any state or federal court of
competent jurisdiction.


 


17.           Compliance
with Company Policies.  At
all times during his employment, Bryant shall comply with Company policies and
procedures, as in effect from time to time, including without limitation, the
Company’s Code of Business Conduct and Ethics, Share Ownership Guidelines, and
Comprehensive Compliance Programs.


 


18.           Authorization.  The undersigned represents that he is fully
authorized and empowered to execute and deliver this Agreement on behalf of the
Company, and the Company represents and warrants that all necessary corporate
action has been taken to approve and authorize the Company’s entry into and
performance of this Agreement.


 


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]


 


12

















 


IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.


 


	
   

  	
  QUIDEL CORPORATION, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark A. Pulido

  
	
   

  	
         Printed Name: Mark A.
  Pulido

  
	
   

  	
         Title: 

  	
  Chairman of the Board of Directors,

  
	
   

  	
   

  	
  Quidel Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Douglas C. Bryant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Douglas C. Bryant

  
	
   

  	
   

  	
   Douglas C. Bryant

  
				



 


13

















 


Exhibit A


 


Stock
Option Agreement


 


[See
attached.]


 

















 


Exhibit B


 


Restricted
Stock Award Agreement


 


[See
attached.]


 

















 


Exhibit C


 


Indemnification
Agreement


 


[See
attached.]


 

















 


Exhibit D


 


Agreement
Re: Change in Control


 


[See
attached.]


 

















 


Exhibit E


 


General
Release


 


[See
attached.]