Agreement Re: Change in Control Sample Contracts

AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • February 26th, 2008 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #2 TO AGREEMENT RE: CHANGE IN CONTROL (this “Amendment #2) is made and entered into as of the 21st day of February, 2008 (the “Effective Date”) by and between JAMES R. TALEVICH, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

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Amendment of Agreement Re: Change in Control
Agreement Re: Change in Control • January 3rd, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

This Amendment (the “Amendment”) is entered into as of December 31, 2007, by and between Michael J. Beck, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain Agreement Re: Change in Control (the “CIC Agreement”), dated as of July 19, 2004, by and between Executive and Quidel. Terms which are not otherwise defined in this Amendment shall have the same meanings accorded to them in the CIC Agreement.

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • March 1st, 2006 • I Flow Corp /De/ • Surgical & medical instruments & apparatus

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL this “Amendment”) is made and entered into as of the 23rd day of February, 2006 (the “Effective Date”) by and between DONALD M. EARHART, an individual (“Executive”), and I-FLOW CORPORATION, a Delaware corporation (“Company”).

Amendment of Agreement Re: Change in Control
Agreement Re: Change in Control • January 3rd, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

This Amendment (the “Amendment”) is entered into as of December 31, 2007, by and between Scot M. McLeod, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain Agreement Re: Change in Control (the “CIC Agreement”), entered into as of June 25, 2007, by and between Executive and Quidel. Terms which are not otherwise defined in this Amendment shall have the same meanings accorded to them in the CIC Agreement.

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • August 9th, 2004 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL (this "Amendment") is dated as of July 19, 2004 and is entered into by and between S. Wayne Kay ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • August 9th, 2004 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL (this "Amendment") is dated as of July 19, 2004 and is entered into by and between Paul E. Landers ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").

AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • August 9th, 2004 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

THIS AMENDMENT #1 TO AGREEMENT RE: CHANGE IN CONTROL (this "Amendment") is dated as of July 19, 2004 and is entered into by and between Mark E. Paiz ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").

Amendment of Agreement Re: Change in Control
Agreement Re: Change in Control • January 3rd, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

This Amendment (the “Amendment”) is entered into as of December 31, 2007, by and between Caren L. Mason, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain Agreement Re: Change in Control (the “CIC Agreement”), entered into as of August 20, 2004, by and between Executive and Quidel. Terms which are not otherwise defined in this Amendment shall have the same meanings accorded to them in the CIC Agreement.

Amendment of Agreement Re: Change in Control
Agreement Re: Change in Control • January 3rd, 2008 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances

This Amendment (the “Amendment”) is entered into as of December 31, 2007, by and between Richard C. Tarbox III, an individual (“Executive”), and Quidel Corporation, a Delaware corporation (“Quidel”) in connection with that certain Agreement Re: Change in Control (the “CIC Agreement”), entered into as of June 25, 2007, by and between Executive and Quidel. Terms which are not otherwise defined in this Amendment shall have the same meanings accorded to them in the CIC Agreement.

AMENDED & RESTATED AGREEMENT RE: CHANGE IN CONTROL
Agreement Re: Change in Control • February 28th, 2006 • Ashworth Inc • Men's & boys' furnishgs, work clothg, & allied garments • California

This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of February 28, 2006 and is entered into by and between Gary I. Schneiderman (“Executive”) and Ashworth, Inc., a Delaware corporation (the “Company”).

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