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 to any other person or entity any
Confidential Trade Secret, Proprietary and Legal
