AGREEMENT AND PLAN OF MERGER Among DIAGNOSTIC HYBRIDS, INC., FAIRWAY ACQUISITION CORPORATION, And QUIDEL CORPORATION, And Solely for the purpose of serving, and solely in his capacity, as “Securityholder Agent,” DAVID R. SCHOLL, Ph.D. Dated as of...Agreement and Plan of Merger • January 11th, 2010 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
This Agreement and Plan of Merger, dated as of January 10, 2010 (this “Agreement”), is entered into by and among DIAGNOSTIC HYBRIDS, INC., an Ohio corporation (the “Company”), FAIRWAY ACQUISITION CORPORATION, an Ohio corporation (“Merger Sub”), QUIDEL CORPORATION, a Delaware corporation (“Parent”) and David R. Scholl, Ph.D., solely for the purpose of serving, and solely in his capacity, as Securityholder Agent (as hereinafter defined).
January 10, 2010Letter Agreement • January 11th, 2010 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • Ohio
We are very pleased to offer you employment in the position of Senior Vice President of Quidel Corporation, a Delaware corporation (“Quidel”) and President of Diagnostic Hybrids, Inc., an Ohio corporation (the “Company”), effective upon the completion of the contemplated merger of a wholly owned subsidiary of Quidel with and into the Company (the “Transaction”). This letter agreement (this “Agreement”) sets forth the terms of our offer of employment to you as well as other related matters for your approval and signature. This Agreement will become effective upon the consummation of the Transaction (the “Effective Time”) and all obligations of Quidel herein are conditioned upon consummation of the Transaction. However, should the Agreement and Plan of Merger, dated as of the date hereof, by and among Quidel, Fairway Acquisition Corporation, the Company and the agent for the securityholders of the Company (the “Merger Agreement”), be terminated for any reason, this Agreement shall immedi
