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EX-99.1 - EX-99.1 - QUIDEL CORP /DE/ | a58179exv99w1.htm |
8-K - FORM 8-K - QUIDEL CORP /DE/ | a58179e8vk.htm |
Exhibit 10.1
2011 Employee Deferred Bonus Compensation Program
Eligible Employees and Time for Election: All members of Quidel Corporations (the
Companys) management review board may elect to participate in this deferred compensation program
(this Program). Elections must be made and received by the Company no later than December 23,
2010. After December 23, 2010, all employee elections become irrevocable and may not be withdrawn.
Bonus Amount to Be Deferred: Eligible employees may elect to receive 50% or 100% of the
cash value of his or her 2011 cash bonus (the Covered Bonus) (payable (if applicable) per the
terms and conditions of the Companys 2011 Leadership Incentive Compensation Plan (Cash)) in the
form of fully vested, restricted stock units (the Converted RSUs) plus an additional
premium on such percentage of the Covered Bonus as additional restricted stock units, which are
subject to a one-year vesting requirement (the Premium RSUs).
Applicable Premium: The additional premium applicable to the Premium RSUs shall be
determined based on the length of time of the deferral period (between the date of grant and the
date the shares of common stock underlying the RSUs are selected to be issued) selected by the
participating employee as follows: (i) if one (1) year from the date of grant, a premium of 10% on
the amount deferred of the Covered Bonus, (ii) if two (2) years from the date of grant, a premium
of 20% on the amount deferred of the Covered Bonus, or (iii) if four (4) years from the date of
grant, a premium of 30% on the amount deferred of the Covered Bonus.
Vesting Schedule: The Converted RSUs will be fully vested on the grant date. The Premium
RSUs will be fully vested on the first anniversary of the grant date.
Issuance of Shares of Common Stock Underling the RSUs: Subject to the terms and conditions
in the grant award agreement, the issuance of the shares of common stock underlying Converted RSUs
will be issued as soon as administratively practicable after the earliest of (1) the end of
the deferral period selected by the participating employee, (2) the participating employees
separation from service to the Company (as described in Section 409A(a)(2)(A)(i) of the Internal
Revenue Code, as amended (the Code) and related guidance thereunder), and (3) a change in the
ownership or effective control of the Company, or in the ownership of a substantial portion of the
assets of the Company (as described in Code Section 409A(a)(2)(A)(v) and related guidance
thereunder) (a Change in Control). The shares of common stock underlying the Premium RSUs will
have the same applicable issuance periods as outlined in the foregoing sentence for Converted RSUs
with acceleration of the one-year vesting requirement in connection with a Change in Control,
provided, however, that if a participating employees service is terminated for any reason (outside
of a Change in Control) prior to the one-year vesting requirement, the Premium RSUs shall be
forfeited and cancelled as of the date of such termination of service.
Additional Terms and Acknowledgments: Each participating employee acknowledges and agrees
that the awards provided under the Program shall be pursuant to the terms of a Grant Notice and an
Award Agreement and further governed by the Program and the Companys 2010 Equity Incentive Plan.