AMENDMENT #1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this "Amendment") is made
and entered into as of August 13, 2001 (the "Effective Date") by and between
QUIDEL CORPORATION, a Delaware corporation (the "Company"), and S. XXXXX XXX, an
individual ("Xxx").
BACKGROUND
The Company and Xxx previously entered into that certain Employment
Agreement dated as of January 1, 2001 (the "Employment Agreement"). The purpose
and intent of this Amendment is to amend certain terms of the Employment
Agreement, effective as of the Effective Date hereof, in the context Kay's
promotion to the position of Chief Executive Officer.
AGREEMENT
1. EMPLOYMENT. Section 1 of the Employment Agreement is hereby
deleted and replaced with the following:
"THE COMPANY HEREBY ENGAGES AND EMPLOYS XXX AS ITS PRESIDENT
AND CHIEF EXECUTIVE OFFICER AND XXX ACCEPTS SUCH EMPLOYMENT
UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
HEREIN."
2. DUTIES AND RESPONSIBILITIES. The first eight (8) sentences of
Section 2 of the Employment Agreement are hereby deleted (with the balance of
such Section 2 not being deleted but remaining in full force and effect and
unamended, except as otherwise modified hereinbelow) and replaced with the
following:
"XXX WILL REPORT DIRECTLY TO THE BOARD OF DIRECTORS AND SHALL
PERFORM SUCH DUTIES AND FUNCTIONS AS ARE CONSISTENT WITH HIS
ROLE AS PRESIDENT AND CHIEF EXECUTIVE OFFICER. AS LONG AS XXX
REMAINS THE CHIEF EXECUTIVE OFFICER, XXX WILL BE NOMINATED FOR
ELECTION TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY.
XXX AGREES THAT, DURING THE COURSE OF HIS EMPLOYMENT WITH THE
COMPANY, HE WILL DEVOTE SUBSTANTIALLY ALL OF HIS BUSINESS
TIME, ATTENTION AND EFFORTS TO THE PERFORMANCE OF HIS DUTIES
AND OBLIGATIONS HEREUNDER."
In addition, the reference to "the Chief Executive Officer" in the (old) ninth
sentence of Section 2 (now the fourth sentence of Section 2, as amended) of the
Employment Agreement is hereby deleted and replaced with "THE COMPANY'S BOARD OF
DIRECTORS."
3. COMPENSATION. (a) SALARY. The first two sentences of Section
3(a) of the Employment Agreement are hereby deleted and are
replaced with the following:
"COMMENCING THE EFFECTIVE DATE, THE COMPANY AGREES TO PAY XXX
A SALARY (THE "BASE SALARY") EQUAL TO THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($375,000) PER YEAR, PAYABLE IN
THE COMPANY'S NORMAL PAYROLL CYCLE, LESS ALL AMOUNTS REQUIRED
BY LAW TO BE WITHHELD OR DEDUCTED."
(b) STOCK OPTIONS. As contemplated by and in accordance
with Section 3(b) of the Employment Agreement, the Company has, as of the
Effective Date, granted Xxx Nonqualified Stock Options to purchase up to an
additional 125,000 shares of the Common Stock of the Company under substantially
the same terms as the Stock Option Agreement executed concurrently with the
Employment Agreement and otherwise in accordance with the Company's 2001 Equity
Incentive Plan. The terms and conditions of this option grant are set forth in a
separate Stock Option Agreement dated as of the date hereof.
4. NOTICES. Section 12 of the Employment Agreement is revised to
provide that notices to Xxx shall be sent to the following address:
S. XXXXX XXX
0000 XXXX XX XXXXX XXXXXX
XXX XXXXX, XXXXXXXXXX 00000
5. NO OTHER CHANGES. Except as otherwise set forth herein, the
existing terms and provisions of the Employment Agreement and Option Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the Effective Date.
QUIDEL CORPORATION S. XXXXX XXX
By: Xxxxx X. XxXxxxxx By: /s/ S. Xxxxx Xxx
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Title: Vice President, Human Resources S. Xxxxx Xxx
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