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Exhibit 10.1
AGREEMENT AS TO LANDERS EMPLOYMENT
THIS AGREEMENT AS TO LANDERS EMPLOYMENT (this "Agreement") is
made and entered into as of the 29th day of December, 2006 by and
between QUIDEL CORPORATION, a Delaware corporation (the "Company")
and PAUL E. LANDERS, an individual ("Landers").
BACKGROUND
A.
Landers currently serves as the Company’s
Senior Vice President, Finance and Administration. Pursuant
to pre-existing and continuing employment and related
understandings and agreements, Landers’ employment with the
Company is "at will."
B.
Landers has recently advised the Company, and the
Company has publicly announced, that Landers intends to retire from
his employment with the Company, effective March 31, 2007 (the
"Retirement Date").
C.
The Company and Landers are entering into this
Agreement to confirm their understandings as to Landers’
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 Landers on a full-time basis, and Landers
accepts such continued employment, upon and subject to the terms
and conditions set forth herein. Landers acknowledges and
agrees that, if his successor is identified and employed by the
Company prior to the Retirement Date, Landers’ current title
and scope of responsibilities and authority may be changed by the
Company without constituting a breach hereunder.
2.
Term . Consistent with the
Resignation (attached hereto as Exhibit A ) which
Landers has executed and delivered concurrently with this
Agreement, the term of Landers’ employment shall continue
until, and then automatically terminate, on March 31, 2007,
unless earlier terminated as provided herein (the "Remaining
Term").
3.
Employment Compensation During Remaining
Term . Landers’ salary and employee benefits
shall continue during the Remaining Term at the same levels as are
in effect as of the date of this Agreement; provided ,
however , that Landers shall not receive any further grants
of equity incentive awards nor shall he be eligible to participate
in any bonus plans applicable to fiscal year 2007 or any year
thereafter. Landers shall, however, remain eligible to
receive a bonus under the Company’s existing 2006 cash
incentive bonus plan if and to the extent the relevant performance
metrics therein are achieved and if Landers remains employed by the
Company through the Retirement Date or is earlier terminated by the
Company without "cause" (as defined below).
4.
Release on Retirement Date .
On the Retirement Date (or upon the Company’s earlier
termination of Landers’ employment without "Cause,"), and as
a material condition to Landers’ receipt of the benefits set
forth in Section 8 below, Landers shall execute and deliver a
Release in the form attached hereto as Exhibit B
.
5.
Post-Retirement Date Consulting
. In consideration of the benefits set forth in
Section 8 below, Landers agrees that, from the Retirement Date
through December 31, 2007, he shall make himself reasonably
available to the Company’s Board of Directors and management
to review documents and provide telephonic consultation for the
Company’s benefit. Landers’ time commitments for
this purpose shall not exceed twenty (20) hours per month, and he
shall be promptly reimbursed for any and all out-of-pocket expenses
reasonably incurred in providing such assistance.
6.
Non-Competition . As a
material condition to the benefits provided to Landers pursuant to
Section 8 hereof, from the date hereof through and including
December 31, 2007, Landers shall not engage, directly or
indirectly, in any capacity, have any direct or indirect ownership
interest in, manage, operate, finance or control any business
anywhere in the United States or Japan which is engaged in the
development, manufacture, distribution, marketing and/or sale of
rapid diagnostic tests in infectious diseases, reproductive health,
oncology or Fecal Occult Blood; provided , however ,
that Landers’ 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.
7.
No Solicitation . As a
material condition to the benefits provided to Landers pursuant to
Section 8 hereof, from the date hereof through and including
December 31, 2008, Landers covenants that he will not directly
or indirectly solicit (other than a solicitation by general
advertisement) the employment or engagement of services of any
person who is or was employed as an employee, contractor, supplier
or consultant by the Company during such period on a full or
part-time basis or directly or indirectly encourage any such
persons to terminate, limit or restrict their relationship with the
Company.
8.
Acceleration of Vesting .
Upon the earlier of the Retirement Date or Landers’
involuntary termination by the Company without Cause, (a)
Landers’ outstanding stock options shall be automatically
vested if and to the extent such options would have become vested
in the normal course of business had Landers’ employment with
the Company continued until December 31, 2007, and (b) the
restrictions on all outstanding shares of Landers’ restricted
stock shall automatically lapse if and to the extent such
restrictions would have lapsed in the normal course of business had
Landers’ employment with the Company continued until
December 31, 2007. The parties acknowledge and agree
that the Schedule (attached hereto as Exhibit C) accurately
sets forth all of Landers’ stock options and restricted stock
that are affected by the foregoing vesting and lapse
provisions.
For purposes of this Agreement, the "normal course of business"
shall exclude, and not take into account, a "Change in Control" as
defined in that certain Agreement Re: Change in Control
between Landers and the Company dated as of February 28, 2003
and as thereafter amended (the "CIC Agreement"). The parties
acknowledge that the CIC Agreement remains in full force and effect
and shall govern the parties’ rights and obligations in the
event of a Change in Control.
9.
Early Resignation or Termination for
Cause . In the event that Landers either (a)
voluntarily resigns his employment with an effective date prior to
the Retirement Date, or (b) is involuntarily terminated by the
Company for Cause, Landers shall not be entitled to the benefits
described in Section 8 hereof, but shall only be entitled to
salary, accrued benefits and other amounts legally owing to Landers
through the date of employment termination. The Company shall
thereafter have no further obligations to Landers under this
Agreement or the CIC Agreement.
For purposes hereof, "Cause" shall have the definition given it
in the CIC Agreement.
10.
Confidentiality of Business and Legal
Information . Landers acknowledges that the
Company holds as confidential and/or privileged certain information
(including but not limited to non-
2
public information obtained by Landers in his
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 information, manufacturing processes, distribution
systems, computer systems or programs and other types of similar
information within Landers’ knowledge by virtue of his
employment with the Company (collectively, the foregoing shall be
referred to herein as "Confidential Trade Secret, Proprietary and
Legal Information"). Landers 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. Landers further agrees to hold in
strictest confidence and to refrain from using or disclosing
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