Exhibit
10.1


SEPARATION AND GENERAL RELEASE AGREEMENT


This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”), dated
as of June 1, 2007 (the “Effective Date”), is entered into by and between
Quidel Corporation, a Delaware corporation (the “Company”), and Mark Paiz (“Paiz”).


RECITALS


A.                                   Paiz
currently serves as the Company’s Chief Operating Officer and will resign as an
employee of the Company on August 31, 2007. 
Pursuant to pre-existing and continuing employment and related
understandings and agreements, Paiz’s employment with the Company is and
remains “at will.”


B.                                     The
Company desires to engage Paiz to provide consulting services to the Company
pursuant to this Agreement and Paiz desires to provide such consulting services
to the Company pursuant to this Agreement.


C.                                     The
Company and Paiz desire to enter into an agreement setting forth various terms
and conditions in connection with the termination of Paiz’s employment with the
Company.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement and for other good and valuable consideration the
receipt and adequacy of which are acknowledged, the parties agree as follows:


1.                                       Resignation.


Consistent with the Resignation (attached hereto as Exhibit A)
which Paiz has executed and delivered concurrently with this Agreement, the
term of Paiz’s employment shall continue until, and then automatically
terminate, on August 31, 2007, or such earlier date if Paiz’s employment
is terminated as provided herein (the “Termination Date”).  Through the Termination Date and subject to
Section 4 below, Paiz will continue to receive his current salary and benefits
and his employment shall continue on the same terms and conditions as of the
date hereof.  Paiz shall not receive a
bonus for 2007.  Upon his termination of
employment, Paiz will be paid for all accrued and unused vacation.  Prior to the Termination Date, the Company
may, in its sole discretion, relieve Paiz of all or a part of his duties and
assign Paiz other reasonable duties and responsibilities which Paiz agrees to
perform until the Termination Date.


2.                                       Consulting
Services.


Effective September 1, 2007, and subject to Paiz signing (and not
thereafter revoking) a Release of Claims in the form set forth on Exhibit B
hereto on or after August 31, 2007, Paiz shall provide such consulting services
as are reasonably requested by the Company (the “Consulting Services”).  The Consulting Services shall include Paiz
remaining available to work on designated projects and assignments for up to 24
hours per month.  In providing the













Consulting Services, Paiz shall report to the Chief
Executive Officer of the Company and/or such individual or individuals as the
Chief Executive Officer shall designate.


(a)                                  Term.  The consulting arrangement described in this
Section 2 shall continue through August 31, 2008 unless earlier terminated as
provided for in this Agreement.


(b)                                 Compensation.  In consideration of the Consulting Services,
the Company shall pay Paiz a total of $300,000 plus pay for outplacement
services and six months of COBRA insurance premium payments commencing from the
Termination Date.  Compensation for the
Consulting Services hereunder shall be paid in accordance with the following
schedule, provided that Paiz complies with his obligations set forth in Section
3 below:


	
  September 1, 2007

  	
   

  	
  $

  	
  45,000

  	
   

  
	
  December 1, 2007

  	
   

  	
  $

  	
  45,000

  	
   

  
	
  March 1, 2008

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  August 31, 2008

  	
   

  	
  $

  	
  135,000

  	
   

  



 


Paiz shall be responsible for all taxes, including self-employment
taxes, with respect to such payments.


(c)                                  Business
Expenses.  The Company shall
reimburse Paiz for reasonable expenses incurred in providing the Consulting
Services, provided such expenses are at the Company’s request or are incurred
with the Company’s approval and provided Paiz has supplied reasonable
supporting documentation for such expenses. 
Such reimbursement shall otherwise be made in a manner consistent with
the Company’s generally applicable policies.


(d)                                 Independent
Contractor.  In providing the Consulting
Services, Paiz expressly agrees that he is an independent contractor and shall
not be considered to be an employee or agent of the Company in any matter under
any circumstances or for any purposes whatsoever.  The Company shall not provide Paiz with any
benefits, including pension, retirement, or any kind of insurance benefits,
including workers’ compensation insurance, on account of the Consulting
Services.


3.                                       Cooperation;
Covenants.


(a)                                  Between
the date hereof and the Termination Date, Paiz will cooperate and assist the
Company in any and all ongoing matters and in transitioning his duties, and
Paiz shall use his best efforts to transition his duties and responsibilities
to such individual or individuals as the Chief Executive Officer of the Company
shall designate.


(b)                                 Paiz
hereby reaffirms his obligation to adhere to the terms of the Confidentiality
Agreement he signed on December 8, 1997. 
Paiz agrees and acknowledges that said Confidentiality Agreement will
remain in effect during his consulting assignment and thereafter.


(c)                                  On
the Termination Date, Paiz agrees to return to the Company all of the Company’s
property, documents, books, records, reports, contracts, lists, computer disks
(or other computer-generated files or data) or copies thereof created on
any medium, prepared or obtained by him in the course of or incident to Paiz’s
employment with the Company.



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(d)                                 Upon
the termination of his consulting assignment, Paiz agrees to return to the
Company all of the Company’s property, documents, books, records, reports,
contracts, lists, computer disks (or other computer-generated files or
data) or copies thereof created on any medium, prepared or obtained by him in
the course of or incident to the provision of the Consulting Services.


(e)                                  Paiz
agrees that while employed by the Company and during the period of his
consulting he will not, directly or indirectly, provide services, whether as an
employee, consultant, director, independent contractor, agent, owner or
partner, to any person or entity that competes or is planning to compete with
the Company in the rapid diagnostic test market in upper respiratory infectious
diseases, reproductive health (in the professional market), or Fecal Occult
Blood testing; provided, however, that Paiz’s passive investment
of up to five percent (5%) of the outstanding voting securities or similar
equity interest in a publicly held entity shall not be deemed a breach of this
Agreement.


(f)                                    Paiz
agrees that for a period of two years following the termination of his employment
he will not directly or indirectly solicit or attempt to solicit, by any means,
any employee or consultant of the Company or any of its affiliates to leave or
terminate their employment or consulting with the Company or its affiliates.


(g)                                 Paiz
agrees that he will not make any statement that is disparaging of the Company
or any of its affiliates, or any of their respective directors, employees or
distributors (except to the extent necessary to respond truthfully to any
inquiry from applicable regulatory authorities or to provide information
pursuant to legal process).


4.                                       Early Resignation or Termination for Cause.


In the event that Paiz either (a) voluntarily resigns
his employment with an effective date prior to August 31, 2007, or (b) is
involuntarily terminated by the Company for “Cause,” Paiz shall not be entitled
to the benefits described in Section 2(b) hereof, but shall only be
entitled to salary, accrued benefits and other amounts legally owing to Paiz
through the date of employment termination. 
In the event of the foregoing, the Company shall thereafter have no
further obligations to Paiz under this Agreement or the CIC Agreement (as
defined below).


For purposes hereof, “Cause” shall have the definition given it in that
certain Agreement Re:  Change in Control
between Paiz and the Company dated as of April 13, 2003 and as thereafter
amended (the “CIC Agreement”).  The
parties acknowledge that the CIC Agreement remains in full force and effect
and, subject to the first paragraph of this Section 4, shall govern the parties’
rights and obligations in the event of a Change in Control (as defined in the
CIC Agreement) in accordance with the terms and conditions therein.



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5.                                       Equity
Compensation.


Paiz’s vested stock options issued under the Company’s Amended and
Restated 2001 Equity Incentive Plan (the “Equity Plan”) shall, pursuant to the
terms and conditions of the Equity Plan and Paiz’s Stock Option Award
Agreements, be exercisable by Paiz for a period of 90 days following the
Termination Date.  All options not vested
as of the Termination Date and all shares of restricted stock for which
restrictions have not lapsed (the “Restricted Shares”) as of the Termination
Date shall be cancelled and/or shall not be exercisable.  Pursuant to and in accordance with the terms
of the Equity Plan and Paiz’s Restricted Stock Award Agreements, the Company
shall repurchase any remaining Restricted Shares following the Termination Date
for an amount equal to $0.01 per share, without interest or premium.


6.                                       No
Claims Filed.


Paiz represents that he has not filed any complaints, charges or
lawsuits against the Company or against (1) any current or former officers,
directors, shareholders, employees and agents of the Company, (2) any current
or former affiliate or related entity of the Company (including subsidiaries
and divisions), or (3) the current or former officers, directors, shareholders,
employees and agents of said affiliates or related entities (including
subsidiaries and divisions), that he will not file any lawsuit or claim against
any of these entities or persons at any time hereafter for any event occurring
prior to the date of this Agreement, and that if any court assumes jurisdiction
of any lawsuit or claim against any of these entities or persons on behalf of
Paiz, he will promptly request that the matter be dismissed with
prejudice.  This provision does not
affect Paiz’s right to file a charge or complaint with the Equal Employment
Opportunity Commission, nor does it affect his statutory right to indemnification
from the Company.


7.                                       Release.


As a material inducement to enter into this Agreement, Paiz hereby
irrevocably and unconditionally releases, acquits and forever discharges the
Company and all of its current and former subsidiaries, parent companies, affiliates,
divisions, successors, predecessors, related entities, assigns, owners,
stockholders, partners, directors, officers, employees, agents,
representatives, attorneys and all persons acting by, through, under or in
concert with any of them (collectively “Releasees”), from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys’ fees and costs) of any nature whatsoever, known
or unknown, suspected or unsuspected (“Claim” or “Claims”) which Paiz now has,
owns or holds, or claims to have, own or hold, or which Paiz at any time
heretofore had, owned or held, or claimed to have had, owned or held, or which
Paiz at any time hereafter may have, own or hold, or claim to have, own or
hold, against any of the Releasees relating to any event, act or omission that
has occurred as of or prior to the date of this Agreement.  This Release shall not apply to any of the
Company’s obligations under the terms of this Agreement, to the Company’s
obligations to Paiz under any 401k or pension plan, to the Company’s obligation
to indemnify Paiz under its Certificate of Incorporation, its Bylaws,
applicable law and/or contract or to any claim that may not be released as a
matter of law.



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8.                                       Waiver
of Rights.


Paiz expressly waives and relinquishes all rights and benefits afforded
by Section 1542 of the Civil Code of the State of California, as well as all
comparable provisions of federal and other states’ laws, and does so
understanding and acknowledging the significance and consequence of such
specific waiver of Section 1542.  Section
1542 of the Civil Code of the State of California states as follows:


“A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”


Thus, notwithstanding the provisions of Section 1542, and for the
purpose of implementing a full and complete release and discharge of the
Releasees, Paiz expressly acknowledges that this Agreement is intended to
include in its effect, without limitation, all Claims which he does not know or
suspect to exist in his favor at the time of execution hereof, and that this
Agreement contemplates the extinguishment of any such Claim or Claims.


9.                                       Waiver
of Age Discrimination Claims.


This Agreement is intended to satisfy the requirements of the Older
Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f).  The following general provisions, along with
the other provisions of this Agreement, are agreed to for this purpose:


(a)                                  Paiz
acknowledges and agrees that he has read and understands the terms of this
Agreement, and that his release of claims includes any and all claims arising
under the Age Discrimination in Employment Act.


(b)                                 Paiz
acknowledges that this Agreement advises him in writing that he may consult
with an attorney before executing this Agreement, and that he has obtained and
considered such legal counsel as he deems necessary or appropriate, such that
he is entering into this Agreement freely, knowingly and voluntarily.


(c)                                  Paiz
acknowledges that he has been given 21 days in which to consider whether or not
to enter into this Agreement.  Paiz
understands that, at his option, he may elect not to use the full 21-day
period.


(d)                                 Paiz
shall have 7 days after signing this Agreement to revoke this Agreement.  This Agreement will not become effective
until the expiration of the revocation period. Paiz acknowledges and agrees
that any revocation of this Agreement must be in writing and received by the
Company’s General Counsel no later than 5:00 p.m. on the seventh day in order
to be effective.  If Paiz does not revoke
acceptance within the 7-day period, this Agreement will become fully
effective and enforceable on the eighth day after the Agreement is signed.


(e)                                Paiz
does not waive or release any rights or claims that he may have under the Age
Discrimination in Employment Act that arise after the execution of this
Agreement.  Paiz also is not waiving his
right to file a complaint or charge with the EEOC (including a challenge



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to the validity of this Agreement) or participate in
any investigation or proceeding conducted by the EEOC.


10.                                 No
Assignments or Transfers of Claims.


Paiz represents that he has not heretofore assigned or transferred, or
purported to assign or transfer, to any person or entity, any Claim or any
portion thereof, or interest therein, and agrees to indemnify, defend and hold
Releasees harmless from and against any and all Claims, based on or arising out
of any such assignment or transfer, or purported assignment or transfer of any
Claims or any portion thereof or interest therein.


11.                                 Miscellaneous.


(a)                                  No
Third-Party Beneficiaries; Binding Effect.  Except as provided herein, this Agreement
shall not confer any rights or remedies upon any person other than the parties
and their respective successors and permitted assigns.  This Agreement shall be binding upon the
Company and Paiz and upon their respective heirs, administrators,
representatives, executors, successors and assigns, and shall inure to the
benefit of Releasees.


(b)                                 Entire
Agreement.  This Agreement (including
the documents referred to in this Agreement) constitutes the entire agreement
between the parties hereto and supersedes any prior understandings, agreements,
or representations by or between the parties, written or oral, to the extent
they are related in any way to the subject matter hereof.


(c)                                  Assignment.  This Agreement and the rights and duties
hereunder are personal to Paiz and shall not be assigned, delegated,
transferred, pledged or sold by Paiz without the prior written consent of the
Company.


(d)                                 Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.  Delivery of an executed counterpart of a
signature page to this Agreement by facsimile shall be effective as delivery of
a manually executed counterpart of this Agreement.


(e)                                  Notice.  Any notice, consent, payment, demand, or
communication required or permitted to be given by any provision of this
Agreement shall be in writing and shall be (1) delivered personally to the
party to whom the same is directed, or (2) sent by facsimile or registered
or certified mail, return receipt requested, postage prepaid, or by nationally
recognized overnight courier addressed as follows:


	
  If to Paiz:

  	
   

  	
  to his address of residence in the records of the
  Company

  



 



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  If to the Company:

  	
  Quidel Corporation

  
	
   

  	
  10165 McKellar Court

  
	
   

  	
  San Diego, California 92121

  
	
   

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  858-646-8028

  
	
   

  	
  Attention:

  	
  General Counsel

  



 


or to such other address as any such party may from time to time
specify by notice to the other party. 
Any such notice shall be deemed to be delivered, given and received for
all purposes as of: (i) the date so delivered, if delivered personally, (ii)
upon confirmed receipt, if sent by facsimile, or (iii) on the date of receipt
or refusal indicated on the return receipt, if sent by registered or certified
mail, return receipt requested, postage and charges prepaid or by nationally
recognized overnight courier.


(f)                                    Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
California without giving effect to any choice or conflict of law provision or
rule (whether of the State of California or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
California.


(g)                                 Amendments
and Waivers.  No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by the parties.  No waiver by
any party of any default, misrepresentation or breach of warranty or covenant
of this Agreement, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant of this Agreement or affect in any way any rights arising by virtue of
any prior or subsequent such occurrence.


(h)                                 Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions of
this Agreement or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.


(i)                                     Expenses.  Each of the parties will bear his or its own
costs and expenses (including legal fees and expenses) incurred in connection
with this Agreement and the transactions contemplated by this Agreement.


(j)                                     Construction.  The language of this Agreement shall be
interpreted simply and in accordance with its plain meaning.  The parties have participated jointly in the
negotiation and drafting of this Agreement. 
In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement. 
Unless otherwise expressly provided in this Agreement, any agreement,
instrument



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or statute defined or referred to in this Agreement or
in any agreement or instrument that is referred to in this Agreement means such
agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated
therein.  Unless the context clearly
requires otherwise, references to Sections are to the Sections of this Agreement.


(k)                                  Arbitration.  The Company and Paiz agree that any dispute
regarding the application, interpretation or breach of this Agreement
(including, but not limited to, any alleged misrepresentation made herein) will
be subject to final and binding arbitration before JAMS/Endispute of San Diego,
California pursuant to the then existing JAMS rules applicable to any such
dispute.  Any resolution, opinion or
order of JAMS/Endispute may be entered as a judgment of a court of competent
jurisdiction.  This Agreement shall be
admissible in any proceeding to enforce its terms.


(l)                                     Paiz’s
Acknowledgment.  Paiz acknowledges
(1) that he has consulted with or has had the opportunity to consult with
independent counsel of his own choice concerning this Agreement and has been
advised to do so by the Company, and (2) that he has read and understands the
Agreement, is fully aware of its legal effect, and has entered into it freely
based on his own judgment.



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


	
  

  	
  QUIDEL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Caren Mason

  	
   

  
	
   

  	
   

  	
  Caren Mason

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MARK PAIZ

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Paiz

  	
   

  
	
   

  	
   

  	
  Mark Paiz

  
					



 



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EXHIBIT A


RESIGNATION


(Effective
August 31, 2007)


	
  Date:

  	
   

  	
  June 1, 2007

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Board of Directors

  
	
   

  	
   

  	
  Quidel Corporation

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Mark Paiz

  
	
   

  	
   

  	
   

  
	
  Subject:

  	
   

  	
  Resignation

  



 


This letter is to confirm my resignation as an officer of Quidel
Corporation (the “Company”), effective as of August 31, 2007, together
with all other employment, Director and trustee positions held with Quidel
Corporation and any of its subsidiaries or with their respective employee
plans.


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/ Mark Paiz

  	
   

  
	
  Mark Paiz

  



 


















EXHIBIT B


RELEASE
OF CLAIMS


(To be
signed on or after August 31, 2007)


1.                                       For
valuable consideration, I irrevocably release Quidel Corporation (“Quidel”),
and its subsidiaries, affiliates, directors, officers, agents and employees
from any and all causes of action, claims, suits, demands or other obligations
or liabilities, whether known or unknown, suspected or unsuspected, that I ever
had or now have as of the time that I sign this Release which relate to or
arise out of my hiring, employment with or termination of my employment with
Quidel.  The claims released include, but
are not limited to, any and all claims arising from or related to my employment
with Quidel and/or its affiliates, such as claims arising under Title VII of
the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991, the
Age Discrimination in Employment Act, the Americans with Disabilities Act, the
Equal Pay Act, the Fair Labor Standards Act, the California Fair Employment and
Housing Act, the California Labor Code, the Employee Retirement Income and
Security Act of 1974 (except for any vested right I have to benefits under an
ERISA Plan), the state and federal Worker Adjustment and Retraining
Notification Act, and the California Business and Professions Code; any other
local, state, federal, or foreign law governing employment; and the common law
of contract and tort.  This Release is
not intended to, and does not, encompass (i) any right to compensation or
benefits that I have under my Separation and General Release Agreement with
Quidel, (ii) any claims I may have for workers’ compensation benefits, (iii)
any claims related to my COBRA rights, (iv) any rights I may have to
indemnification, and (v) any claims that may not be waived as a matter of
law.


2.                                       I
intend that this Release cover all claims subject hereto, whether or not known
to me.  I further recognize the risk
that, subsequent to the execution of this Agreement, I may incur or discover
loss, damage or injury which I attribute to the claims encompassed by this
Release.  I expressly assume this risk by
signing this Release and voluntarily and specifically waive any rights
conferred by California Civil Code section 1542 which provides as follows:


A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
which if known by him or her must have materially affected his or her
settlement with the debtor.


3.                                       I
represent and warrant that there has been no assignment or other transfer of
any interest in any claim by me that is covered by this Release.


4.                                       I
acknowledge that Quidel has given me 21 days in which to consider this Release
and advised me to consult an attorney about it. 
I further acknowledge that once I execute this Release, I will have an
additional 7 days in which to revoke my













acceptance of this Release by means of a written notice of revocation
given to the General Counsel.  This
Release will not be final and effective until the expiration of this revocation
period.


	
  Dated:

  	
   

  	
  , 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Mark Paiz