exv10w39






Exhibit 10.39




Quidel Corp.

2011 Leadership Incentive Compensation Plan (Cash)




General Description




The purpose of the 2011 Leadership Incentive Compensation Plan (Cash) (the “Plan”) is to provide
objective criteria that allow management of Quidel Corporation (the “Company”) to earn the cash
portion of their variable annual target compensation.




Plan Objectives




The objective of the Plan is to incent the Company’s management to achieve certain short-term
business goals without sacrificing the long-term growth of the Company. These goals will be
specified each year and will include both financial and non-financial goals provided that any goal
must be easily measurable.




Eligibility




The Plan is directed at the individuals in the Company who are in a position to influence the
outcome of the Company’s financial performance. Accordingly, all Managers, Directors, Vice
Presidents, and Senior Executives are eligible to participate. Plan participants with the Company
for only a portion of the year will receive a prorated bonus if hired prior to July 1 of the plan
year (2011). Plan participants hired after July 1 will be eligible to participate the following
year (2012). Plan participants must be employed by the Company through the end of the plan year to
qualify.




Incentive Opportunity by Level




Target bonuses by level are shown below as a percent of base pay.




	 	 	 	 	 	     	 	 	 
	 	 	 	 	 	 	Maximum
	 	 	Target	 	(150% Target)
	President & CEO
	 	 	80	%	 	 	120	%
	SVP/C-Level
	 	 	40	%	 	 	60	%
	Vice Presidents
	 	 	30	%	 	 	45	%
	Sr. Directors
	 	 	25	%	 	 	37.5	%
	Directors
	 	 	20	%	 	 	30	%
	Associate Directors & Sr. Managers
	 	 	15	%	 	 	22.5	%
	Managers
	 	 	10	%	 	 	15	%






Criteria to fund




Each year the Compensation Committee reviews and approves metrics that serve as targets to fund the
incentive compensation pool. There are four components included in the Plan: (1) revenue
performance on core products, (2) revenue performance on new products, (3) earnings-per-share
(“EPS”), and (4) defined corporate or individual impact goals. Each component includes targets at
minimum, plan, and maximum payout. The minimum targets serve as the threshold upon which the
incentive pool will begin to fund; therefore there is no payout relative to a component for
performance below the minimum threshold. Achievement of the components at plan will earn the
target cash incentive opportunity. Payout will be calculated along a linear continuum from minimum
to plan and




 









 








from plan to maximum with the maximum target serving as the point at which the management team will
earn the highest possible cash incentive opportunity.




Setting and Adjustment of Targets




The targets for funding are set after the Board approves the Company’s Annual Operating Plan, which
normally occurs at the November Board meeting, but before December 31 of the prior year (2010).
However, there are instances that may cause the targets to be adjusted after December
31st of the Plan year (2011). In particular:




Acquisitions: Part of the Company’s growth strategy considers growth through acquisition.
As such, the financial impact of merger and acquisition activities that was not contemplated when
the targets were set should be considered.




Respiratory Season: The actual performance for the Revenue on Core Products and the EPS
components of the Plan will be adjusted to minimize the impact of the variability in severity of
the influenza season, a factor outside of management control for which the management team should
be neither enriched nor penalized.




Number of Shares Outstanding: One of the components is EPS; therefore, changes to the
number of shares outstanding can impact that calculation. Therefore for ICP measurement purposes,
the outstanding shares will be fixed at the AOP amount regardless of any share issuances,
repurchases, or changes in share price.




Criteria to Pay




The minimum target must be met in order for a portion of the bonus to be paid relative to any one
of the four components. Each component will be measured separately. Bonus payout to corporate
officers (SVPs and above) will be based seventy (70%) percent on achievement of revenue performance
and EPS goals and thirty (30%) percent on corporate impact goals. Bonus payout to Vice Presidents
and below will be based seventy (70%) percent on achievement of revenue performance and EPS goals
and thirty (30%) percent on individual impact goals.




Impact goals are included in the construct of the Plan to ensure that certain key management goals
and objectives are achieved in addition to the team meeting the revenue and EPS targets.




Corporate or Individual Impact Goals




     Corporate impact goals represent thirty (30) percent of the Plan. These goals will be
measured independently of the other components of the Plan. The determination of achievement of
these goals is binary, either they were met or not, and there is no opportunity for
overachievement. Individual impact goals will be set for Vice Presidents and below before the end
of Q1-2011.



Computation of Incentive Pay




As described above, bonuses fund based on achievement of component targets, progressing linearly
from the minimum to plan and from plan to the maximum targets.




 









 








Annual salary for bonus purposes is the annual salary in effect following salary review in March of
the Plan year.




The Plan could be subject to applicable legislation (e.g., Dodd-Frank) and will be amended to
comply at such time that claw backs or other legislative or regulatory requirements for executive
compensation are ultimately adopted.




The Compensation Committee of the Board has the right to pay a different amount than the amount
funded by the formula provided under the Plan, which is not a contract. This may be in total or by
individual.




All bonuses are subject to Board approval and payments, once approved, will be made by March
15th of the year following the end of the incentive plan year. The Plan year is the
same as the Company’s fiscal year.




The Plan is not a guarantee of employment and is not intended to modify or qualify the at-will
employment policy of the Company.




The Company reserves the right to modify or discontinue the Plan at any time.