AGREEMENT RE: CHANGE IN
CONTROL
This AGREEMENT RE:
CHANGE IN CONTROL (this “Agreement”) is dated as of
September 1, 2009 and is entered into by and between Timothy
T. Stenzel (“Executive”) and Quidel Corporation, a
Delaware corporation (the “Company”).
The Company
believes that because of its position in the industry, financial
resources and historical operating results there is a possibility
that the Company may become the subject of a Change in Control (as
defined below), either now or at some time in the
future.
The Company
believes that it is in the best interest of the Company and its
stockholders to foster Executive’s objectivity in making
decisions with respect to any pending or threatened Change in
Control of the Company and to assure that the Company will have the
continued dedication and availability of Executive, notwithstanding
the possibility, threat or occurrence of a Change in Control. The
Company believes that these goals can best be accomplished by
alleviating certain of the risks and uncertainties with regard to
Executive’s financial and professional security that would be
created by a pending or threatened Change in Control and that
inevitably would distract Executive and could impair his ability to
objectively perform his duties for and on behalf of the Company.
Accordingly, the Company believes that it is appropriate and in the
best interest of the Company and its stockholders to provide to
Executive compensation arrangements upon a Change in Control that
lessen Executive’s financial risks and uncertainties and that
are reasonably competitive with those of other
corporations.
With these and
other considerations in mind, the Compensation Committee of the
Company has authorized the Company to enter into this Agreement
with the Executive to provide the protections set forth herein for
Executive’s financial security following a Change in
Control.
NOW, THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration the receipt of which is hereby acknowledged, it is
hereby agreed as follows:
1. Term
of Agreement . This Agreement shall be effective as of the date
of commencement of work and, subject to the provisions of
Section 4, shall extend to (and thereupon automatically
terminate) one (1) day after Executive’s termination of
employment with the Company for any reason. No termination of this
Agreement shall limit, alter or otherwise affect Executive’s
rights hereunder with respect to a Change in Control which has
occurred prior to such termination, including without limitation
Executive’s right to receive the various benefits
hereunder.
2.
Purpose of Agreement . The purpose of this Agreement is to
provide that, in the event of a “Change in Control,”
Executive may become entitled to receive certain additional
benefits, as described herein, in the event of his termination
under specified circumstances.
3. Change
in Control . As used in this Agreement, the phrase
“Change in Control” shall mean:
(i) Except
as provided by subparagraph (iii) hereof, the acquisition
(other than from the Company) by any person, entity or
“group”, within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (excluding, for this purpose, the
Company or its subsidiaries, or any executive benefit plan of the
Company or its subsidiaries which acquires beneficial ownership of
voting securities of the Company), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act)
of forty percent (40%) or more of either the then outstanding
shares of common stock or the combined voting power of the
Company’s then outstanding voting securities entitled to vote
generally in the election of directors; or
(ii) Individuals
who, as of the date hereof, constitute the Board of Directors of
the Company (as of the date hereof the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board of Directors of the Company, provided that
any person becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company’s
stockholders, is or was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the Directors of the Company,
as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the
Incumbent Board; or
(iii) Approval
by the stockholders of the Company of a reorganization, merger or
consolidation with any other person, entity or corporation, other
than
(1)
a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of another entity) more than
fifty percent (50%) of the combined voting power of the voting
securities of the Company or such other entity outstanding
immediately after such merger or consolidation, or
(2)
a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no person acquires
forty percent (40%) or more of the combined voting power of the
Company’s then outstanding voting securities; or
(iv) Approval
by the stockholders of the Company of a plan of complete
liquidation of the Company or an agreement for the sale or other
disposition by the Company of all or substantially all of the
Company’s assets.
4. Effect
of a Change in Control . In the event of a Change in Control,
Sections 6 through 13 of this Agreement shall become
applicable to Executive. These Sections shall continue to remain
applicable until the third anniversary of the date upon which the
Change in Control occurs. On such third anniversary date, and
provided that the employment of Executive has not been terminated
on account of a Qualifying Termination (as defined in
Section 5 below), this Agreement shall terminate and be of no
further force or effect.
5.
Qualifying Termination . If following, or within thirty
(30) days prior to, a Change in Control Executive’s
employment with the Company and its affiliated companies is
terminated, such termination shall be conclusively considered a
“Qualifying Termination” unless:
2
(a) Executive
voluntarily terminates his employment with the Company and its
affiliated companies. Executive, however, shall not be
considered to have voluntarily terminated his employment with the
Company and its affiliated companies if, following, or within
thirty (30) days prior to, the Change in Control,
Executive’s base salary is reduced or adv
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