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Exhibit 10.21
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into
as of June 23, 1997 (the "EFFECTIVE DATE"), by and between QUIDEL CORPORATION,
a Delaware corporation (the "COMPANY"), and ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, an individual ("DE
BRUIN").
1. EMPLOYMENT. The Company hereby engages de Bruin as a
part-time employee of the Company and Vice Chairman of the Board of Directors
(the "BOARD"). The Board may provide such additional designations of title to
de Bruin as the Board, in its discretion, may deem appropriate.
2. DUTIES AND RESPONSIBILITIES. de Bruin will report directly to
the Board, who will determine de Bruin's reasonable duties and
responsibilities; provided that de Bruin agrees to devote no less than fifty
(50) business days per calendar year of his time and attention to the Company,
to use his best efforts to advance the business and welfare of the Company, and
to render his services under this Agreement fully, diligently, competently and
to the best of his ability.
3. COMPENSATION.
(A) SALARY. de Bruin's salary during the term of this
employment by the Company will be $75,000 per year, less deductions required by
law, payable in accordance with the normal bi-weekly payroll practices of the
Company.
(B) NONSTATUTORY STOCK OPTION. Pursuant to resolutions
of the Compensation Committee of the Board of even date herewith, the Company
has granted to de Bruin a nonstatutory stock option to purchase up to 300,000
shares of the Company's Common Stock, under the terms and conditions set forth
in that certain Stock Option Agreement executed by the Company and de Bruin
concurrently with this Agreement, a copy of which is attached hereto as Exhibit
A.
(C) NO OTHER BENEFITS. The Company and de Bruin
acknowledge and agree that because of de Bruin's status as a part-time employee
of the Company, de Bruin will not be eligible to participate in any pension,
medical, insurance (except directors and officers (D&O) insurance), or other
benefit plans maintained or offered by the Company, nor will de Bruin be
entitled to receive any vacation or severance benefits related to his
employment by the Company.
4. AT WILL EMPLOYMENT. The Company and de Bruin acknowledge and
agree that de Bruin's employment by the Company is expressly "at will" and not
for a specified term. This means that either party may terminate de Bruin's
employment at any time, with or without cause. Any termination of de Bruin's
employment is, however, subject to the terms and provisions of this Agreement.
5. INVENTIONS.
(A) DISCLOSURE. de Bruin will disclose promptly to the
Company each Invention (as defined below), whether or not reduced to practice,
that is conceived or learned by de Bruin (either alone or jointly with others)
during the term of his employment by the Company. Further, de Bruin will
disclose in confidence to the Company all patent applications filed by or on
behalf of de Bruin during the term of his employment and for a period of one
(1) year thereafter.
For purposes of this Agreement, the term "INVENTION" includes,
without limitation, any invention, discovery, know-how, idea, trade secret,
technique, formula, machine, method, process, use, apparatus, product, device,
composition, code, design, program, confidential information, proprietary
information, or configuration of any kind, that is discovered, conceived,
developed, made or produced by de Bruin (alone or in conjunction with others)
during the duration of de Bruin's employment and for a period of one (1) year
thereafter, and which:
(i) relates at the time of conception or reduction to
practice of the invention, in any manner, to the business of the
Company, including actual or demonstrably anticipated research or
development;
(ii) results from or is suggested by work performed by de
Bruin for or on behalf of the Company; or
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Exhibit 10.21
(iii) results from the use of equipment, supplies,
facilities, information, time or resources of the Company.
The term Invention will also include any improvements to an Invention, and will
not be limited to the definition of patentable or copyrightable invention as
contained in the United States patent or copyright laws.
(B) COMPANY PROPERTY; ASSIGNMENT. de Bruin acknowledges
and agrees that all Inventions will be the sole property of the Company,
including, without limitation, all domestic and foreign patent rights, rights
of registration or other protection under the copyright laws, or other rights,
pertaining to the Inventions. de Bruin hereby assigns all of his right, title
and interest in any such Inventions to the Company.
(C) EXCLUSION NOTICE. The assignment by de Bruin of
Inventions under this Agreement does not apply to any Inventions that are
expressly excluded from coverage pursuant to Section 2870 of the California
Labor Code. Accordingly, de Bruin is not required to assign an idea or
invention for which all of the following are applicable:
(i) No equipment, supplies, facility or trade secret
information of the Company was used and the invention or idea was
developed entirely on de Bruin's own time;
(ii) The invention or idea does not relate to the business
of the Company;
(iii) The invention or idea does not relate to the
Company's actual or demonstrably anticipated research or development;
and
(iv) The invention or idea does not result from any work
performed by de Bruin for the Company.
As used in this Section 6(c), "INVENTION" will have the same meaning as
"invention" as used in Section 2870 of the California Labor Code.
(D) PATENTS AND COPYRIGHTS; ATTORNEY-IN-FACT. de Bruin
agrees to assist the Company (at the Company's expense) in any way the Company
deems necessary or appropriate from time to time to apply for, obtain and
enforce patents on, and to apply for, obtain and enforce copyright protection
and registration of, Inventions in any and all countries. To that end, de
Bruin will (at the Company's expense), without limitation, testify in any suit
or other proceeding involving any Invention, execute all documents that the
Company reasonably determines to be necessary or convenient for use in applying
for and obtaining patents or copyright protection and registration thereon and
enforcing same, and execute all necessary assignments thereof to the Company or
parties designated by it. de Bruin's obligations to assist the Company in
obtaining and enforcing patents or copyright protection and registration for
Inventions will continue beyond termination of his employment, but the Company
will compensate de Bruin at a reasonable rate after such termination for the
time actually spent by de Bruin at the Company's request on such assistance.
de Bruin hereby irrevocably appoints the Company, and its duly authorized
officers and agents, as de Bruin's agent and attorney-in-fact to act for and on
behalf of de Bruin in filing all patent applications, applications for
copyright protection and registration amendments, renewals, and all other
appropriate documents in any way related to Inventions.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Except in the
performance of his duties hereunder, de Bruin will not disclose to any person
or entity or use for his own direct or indirect benefit any Confidential
Information (as defined below) pertaining to the Company obtained by de Bruin
in the course of his employment with the Company. For purposes of this
Agreement, "CONFIDENTIAL INFORMATION" will include all of the Company's
confidential or proprietary information, including, without limitation, any
information encompassed in all Inventions, and any trade secrets, reports,
investigations, experiments, research or developmental work, work in progress,
drawings, designs, plans, proposals, codes, marketing and sales programs,
financial projections, cost summaries, pricing formula, and all concepts or
ideas, materials or information related to the business, products or sales of
the Company or the Company's customers, to the extent that such information has
not been publicly disseminated by the Company, other than through a breach
hereof.
7. RETURN OF MATERIALS AT TERMINATION. In the event of any
termination of de Bruin's employment for any reason whatsoever, de Bruin will
promptly deliver to the Company all documents, data, and other information
pertaining to Inventions and Confidential Information. de Bruin will not take
with him any documents or other information, or any reproduction or excerpt
thereof, containing or pertaining to any Inventions or Confidential
Information.
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Exhibit 10.21
8. NON-SOLICITATION. de Bruin agrees that so long as he is
employed by the Company and for a period of one (1) year after termination of
his employment for any reason, he will not (a) directly or indirectly solicit,
induce or attempt to solicit or induce any Company employee to discontinue his
or her employment with the Company; (b) usurp any opportunity of the Company of
which de Bruin became aware during his tenure at the Company or which is made
available to him on the basis of the belief that de Bruin is still employed by
the Company; or (c) directly or indirectly solicit or induce or attempt to
influence any person or business that is an account, customer or client of the
Company to restrict or cancel the business of any such account, customer or
client with the Company.
9. REMEDIES UPON BREACH. In the event of any breach by de Bruin
of Section 5, 6, 7 or 8 of this Agreement, the Company will be entitled, if it
so elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either in law or in equity, to enjoin de Bruin from violating
such terms of this Agreement, to enforce the specific performance by de Bruin
of such terms of this Agreement, and to obtain damages, or any of them, but
nothing contained herein will be construed to prevent such remedy or
combination of remedies as the Company may elect to invoke.
10. NO WAIVER. The waiver by either party of a breach of any
provision of this Agreement will not operate as or be construed as a waiver of
any subsequent breach thereof.
11. NOTICES. Any and all notices referred to herein will be
sufficiently furnished if in writing, and sent by registered or certified mail,
postage prepaid, to the respective parties at the following addresses or such
other address as either party may from time to time designate in writing:
To the Company: QUIDEL CORPORATION
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
To de Bruin: ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
12. ASSIGNMENT. This Agreement may not be assigned by de Bruin.
This Agreement will be binding upon the Company's successors and assigns.
13. ENTIRE AGREEMENT. This Agreement, together with the Stock
Option Agreement attached hereto as Exhibit A, supersedes any and all prior
written or oral agreements between de Bruin and the Company, and contains the
entire understanding of the parties hereto with respect to the terms and
conditions of de Bruin's employment with the Company.
14. GOVERNING LAW. This Agreement will be construed and enforced
in accordance with the internal laws and decisions of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the Effective Date.
QUIDEL CORPORATION, a Delaware corporation
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
/S/ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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Exhibit 10.21
EXHIBIT A
Stock Option Agreement
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