Exhibit 10.1

QUIDEL CORPORATION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 16, 2009 (the “Effective Date”), by and between QUIDEL CORPORATION, a Delaware corporation (the “Company”), and Douglas C. Bryant, an individual (“Bryant”).

1.              Employment .  The Company hereby engages Bryant as its President and Chief Executive Officer, effective as of March 1, 2009, and Bryant accepts such employment upon the terms and subject to the conditions set forth in this Agreement, with employment commencing as of February 2, 2009 (the “Start Date”).

2.              Duties and Responsibilities .  Bryant 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.  Bryant 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.  Bryant shall not, without the prior written approval of the Board of Directors, and obtained in each instance, directly or indirectly (i) accept employment or receive any compensation for the performance of services from any business enterprise other than the Company or (ii) enter into or be concerned or interested in any trade or business or public or private work (whether for profit or otherwise and whether as partner, principal, shareholder or otherwise), which may, in the reasonable discretion of the Board, hinder or otherwise interfere with the performance by Bryant of his duties and obligations hereunder; provided, however , that (a) Bryant may serve on the board of directors of up to two organizations of his choice, and he may participate in and hold positions of responsibility with industry associations and organizations so long as such commitments do not unreasonably interfere with Bryant’s duties and responsibilities to the Company and the Board of Directors does not object to Bryant’s directorship based upon reasonable concerns relating to the nature of the company in question or its business, and (b) Bryant may purchase and own up to one percent (1%) of the outstanding stock of any class of any company, the securities of which are publicly traded, and Bryant may further own up to one percent (1%) of any privately held company in which Bryant owns such an interest as of the Effective Date.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit Bryant from becoming involved or engaged in charitable and civic activities, or from acting as an officer, director or manager of family corporations, limited liability companies, trusts and partnerships.

3.              Compensation .

(a)            Salary .  For all services to be rendered by Bryant under this Agreement, the Company agrees to pay Bryant, beginning as of the Start Date, a salary (the “Base Salary”) equal to Four Hundred and Fifty Thousand Dollars ($450,000) per year, payable in the Company’s normal payroll cycle, less all amounts required by law to be withheld or deducted.  The Board of Directors or its Compensation Committee shall review Bryant’s Base Salary on a yearly basis.  The Board of Directors or its Compensation Committee, in its sole and absolute

discretion from time to time, may increase (but not decrease without Bryant’s prior written consent) Bryant’s Base Salary.

(i)                Commencing with performance for calendar year 2009, Bryant is eligible to receive a cash performance bonus, to be paid each year at the same time bonuses are generally paid to other senior executives of the Company for the relevant fiscal year, with a target of at least 80% of Bryant’s Base Salary with a maximum opportunity of 120% of Bryant’s Base Salary, as may be determined by the Board of Directors or its Compensation Committee.  Calculation and any payment of the cash performance bonus is subject to the terms of any bonus plan and achievement of the goals set from year to year by the Board of Directors or its Compensation Committee for the relevant fiscal year.

(ii)               Bryant will be reimbursed for attorneys’ fees and costs incurred in connection with the review and negotiation of this Agreement and related agreements between Bryant and the Company, not to exceed $10,000.

(b)            Stock Option and Restricted Stock Awards .

As of the Start Date, the Board of Directors of the Company has approved the grant of the following equity awards to Bryant:

(i)                 Nonqualified Stock Options to purchase up to 700,000 shares of Common Stock of the Company under the terms and conditions set forth in that certain Stock Option Agreement (Exhibit A hereto) executed by the Company and Bryant concurrently with this Agreement and otherwise in accordance with the Company’s 2001 Equity Incentive Plan.  The exercise price of the Stock Options shall be the fair market value of such shares at the time of the grant date determined in accordance with the Company’s 2001 Equity Incentive Plan; and

(ii)                100,000 restricted shares of Common Stock under the terms and conditions set forth in that certain Restricted Stock Award Agreement (Exhibit B hereto) executed by the Company and Bryant concurrently with this Agreement and otherwise in accordance with the Company’s 2001 Equity Incentive Plan.

(iii)               The grant date for the foregoing equity awards shall be the Start Date.

(c)            Benefits .

During the Term of Bryant’s employment hereunder:

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(i)                Bryant shall be entitled to four weeks paid annual vacation leave consistent with the Company’s policies for other senior executives of the Company.

(ii)               Bryant will be eligible to participate in the Company’s 401(k) benefit program which provides for matching of 50% of the first 6% contributed by the employee.  All applicable 401(k) rules and regulations apply for contributions made by employees.

(iii)              The Company shall pay or reimburse Bryant for all reasonable and necessary travel and other business expenses incurred or paid by Bryant in connection with the performance of his services under this Agreement consistent with the Company’s policies for other senior executives of the Company as approved by the Compensation Committee.

(iv)              Upon the commencement of Bryant’s employment, the Company shall provide and pay for the corporate portion of the annual cost of premiums for health, dental and medical insurance coverage for Bryant and Bryant’s dependents consistent with the coverage generally made available by the Company to senior executives of the Company.

(v)               In addition to the benefits set forth above, Bryant shall be entitled to participate in any other policies, programs and benefits which the Compensation Committee may, in its sole and absolute discretion, make generally available to its other senior executives from time to time including, but not limited to, life insurance, disability insurance, pension and retirement plans, stock plans, cash and/or other bonus programs, and other similar programs.  The Company will provide Bryant with a laptop computer, cell phone and blackberry or other similar device for Bryant’s business use.

(d)            Indemnification Agreement .  Concurrently with the execution of this Agreement, the Company and Bryant shall enter into that certain standard Director & Officer Indemnification Agreement (attached as Exhibit C hereto) as provided to the Company’s other senior executive officers.

4.              Inducement Bonus and Relocation Payments .

(i)                 As of the Start Date and as an inducement bonus and to assist with the costs of relocation to San Diego, Bryant shall receive a cash payment from the Company of Two Hundred Thousand Dollars, payable within five (5) business days of the Start Date (the “Relocation/Inducement Bonus”).  In addition, the Company shall provide the additional funds to pay any federal and state income

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tax, Medicare and disability withholdings required to be made from Bryant’s compensation on account of all payments and withholdings under this subparagraph, and the Company shall pay to Bryant, by the end of 2009, an amount equal to any additional federal and state income tax payments that would be required to be made by Bryant (apart from such withholdings) on account of all payments and withholdings under this subparagraph assuming Bryant is subject to the highest marginal individual tax rates for 2009.  Bryant acknowledges and agrees that if he should voluntarily terminate his employment with the Company or be terminated by the Company for “Cause” (as defined below) within one (1) year of the Start Date, he shall, and will be required to, repay to the Company the full amount of the Relocation/Inducement Bonus and the cash payment equal to such income tax payments.

(ii)                Bryant shall be eligible to receive an additional cash payment of up to $100,000 in connection with further offsetting actual moving costs, brokerage commissions and other expenses of selling Bryant’s existing home in Texas, and expenses of purchasing a home in California (other than its purchase price and loan interest and points) in the event such actual expenses are in excess of $200,000 and upon the mutual agreement of Executive and the Board or its Compensation Committee (the “Excess Relocation Payment”).  The amount of the Excess Relocation Payment shall be equal to the amount of such actual costs and expenses in excess of $200,000.  In addition, the Company shall provide the additional funds to pay any federal and state income tax, Medicare, disability and other withholdings (other than for social security) required to be made from Bryant’s compensation on account of all payments and withholdings under this subparagraph, and the Company shall pay to Bryant, by February 28, 2010, an amount equal to any additional federal and state income tax payments that would be required to be made by Bryant (apart from such withholdings) on account of all payments and withholdings under this subparagraph assuming Bryant is subject to the highest marginal individual tax rates for 2009.  The Excess Relocation Payment is effective for such relevant relocation and real estate related expenses of Bryant for the period prior to the twelve-month anniversary of the Start Date, provided, further, that if Bryant should voluntarily terminate his employment with the Company or be terminated by the Company for “Cause” (as defined below) within one (1) year of receipt of any Excess Relocation Payment, he shall, and will be required to, repay the Company the full amount of any Excess Relocation Payment and the cash payment equal to such income tax payments.

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(iii)               In addition to the Relocation/Inducement Bonus, the Company will pay directly to Bryant’s prior employer, Luminex, or the third party vendor(s), or reimburse Bryant for, any actual expenses Bryant is required to pay or reimburse Luminex for in connection with his recent movement of certain household goods from Illinois to his current residence in Austin, Texas, in an amount not to exceed $23,144.

(iv)              In connection with commencement of employment, the Company shall provide Executive with temporary housing in San Diego for a period of ninety (90) days.

5.              At Will Employment .  The Company and Bryant acknowledge and agree that Bryant’s employment by the Company is expressly “at will” and not for a specified term.  This means that either party may terminate Bryant’s employment at any time for any reason, with or without Cause.  Any termination of Bryant’s employment is, however, subject to the terms and provisions of this Agreement.

6.              Severance .

(a)            Death or Disability of Bryant .  This Agreement and Bryant’s employment hereunder shall automatically terminate upon Bryant’s death or, at the option of the Company by written notice to Bryant, upon Bryant’s Disability.  “Disability” shall mean the disability of Bryant, within the meaning of subsection 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and where Bryant is unable to work and remains continuously so totally disabled for a period of one hundred and eighty (180) days.  Such termination shall take effect the last day of the month following the date of death or the date such notice of termination for Bryant’s Disability is given.  Bryant’s compensation and other benefits shall continue during the term of the Disability through the effective date of termination as set forth above.

(b)            Termination by Bryant for Cause .

(i)                Definition of Cause .  For purposes of this Agreement, “Cause” shall be limited to the following: (1) fraud; (2) personal dishonesty involving money or property of the Company or that results in material harm to the Company; (3) Bryant’s willful misconduct that is materially injurious to the Company; (4) a serious breach of a fiduciary duty to the Company involving personal profit; (5) Bryant’s conviction for a felony (including via a guilty or nolo contendere plea), excluding traffic offenses; (6) Bryant’s willful and continued neglect of duties (other than any such failure resulting from his incapacity because of physical or mental illness); or (7) Bryant’s material breach of the provisions of Sections 2 (other than the first sentence), 7, 8, 9 or 10 of this Agreement; provided, however, that unsatisfactory job performance shall not be considered Cause for termination of

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Bryant’s employment by the Company.  Bryant shall be afforded a reasonable opportunity to cure any willful neglect of his duties and any other alleged material breach of this Agreement, including an alleged material breach of Sections 2, 7, 8, 9 or 10 of this Agreement, according to the following terms.  The Company’s Board of Directors shall give Bryant written notice stating with reasonable specificity the nature of the circumstances determined by the Board of Directors in good faith to constitute willful neglect or other material breach, and that failure to cure or correct such circumstances or breach will result in termination of employment for “Cause” under this Agreement.  Bryant shall have thirty (30) days from his receipt of such notice to cure such circumstances or such breach if such breach is reasonably susceptible of cure.  If, in the reasonable good faith judgment of the Board of Directors, the alleged breach is not reasonably susceptible of cure, or such circumstances or material breach has not been satisfactorily cured within such thirty (30) day period, such neglect of duties or material breach shall thereupon constitute “Cause.”

(ii)               Procedure Upon Termination by Company for Cause .  Notwithstanding the foregoing, termination by the Company for Cause shall not be effective until and unless (1) notice of intention to terminate for Cause has been given by the Company within 90 days after the Company learns of the act, failure or event constituting “Cause” under this Section (which is not cured by Bryant within any time period permitted for such cure above), and (2) the Board of Directors has voted by a majority vote to terminate Bryant for Cause.

(c)            Termination by Bryant for Good Reason .

(i)                Definition of Good Reason .  Bryant shall have the right to terminate his employment for Good Reason within sixty (60) days following the occurrence of one or more of the events described in this Section 6(c)(i) after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period.  For purposes of this Section, “Good Reason” shall mean the following: (1) the failure to elect and continue Bryant as Chief Executive Officer of the Company, or if the scope of Bryant’s duties and responsibilities are in the aggregate materially reduced; (2) a requirement by the Company or the Board that Bryant, without his prior consent, be relocated to a Company office more than fifty (50) miles from the current executive offices of the Company, or the Company requiring Bryant to be based anywhere other than the principal executive offices of the Company; (3) any material reduction in Bryant’s base salary, provided that the Company does not pay Bryant an

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appropriate cash amount to reimburse him for the base salary reduction, or (4) a material breach by the Company of any of the terms of this Agreement.

(ii)                Procedure Upon Termination by Bryant for Good Reason .  Notwithstanding the foregoing, termination by Bryant for Good Reason shall not be effective until and unless notice of intention to terminate for Good Reason has been given by Bryant within thirty (30) days after Bryant learns of the act, failure or event constituting “Good Reason” under this Section (which is not cured by the Company within such 30-day period).

(d)            Severance .  If this Agreement is terminated by Bryant for Good Reason or by the Company without Cause and subject to Section 6(d)(iv) below, Bryant shall be entitled to receive the following severance payments and benefits (the “Severance Benefit”), regardless (except under subparagraph (ii) below) of whether or not he seeks or is employed by another employer or receives similar compensation or benefits from another employer:

(i)                a lump sum payment equal to eighteen (18) months of his base salary, less applicable withholdings, at the salary rate in effect at the time of the termination of his employment, payable within thirty (30) days from the date of termination, except that in the event that such termination occurs in connection with a Change in Control and constitutes a “Qualifying Termination” (as defined in Section 5 of the Agreement Re: Change in Control (Exhibit D hereto)), then Bryant shall be entitled to receive (in lieu of the Severance Benefits provided in this Section 6(d)) the severance payment and benefits provided in the Agreement Re: Change in Control (Exhibit D hereto), executed concurrently herewith; and

(ii)               payment during the period of eighteen (18) months from the date of termination (the “Severance Benefit Period”) (or until such earlier date that substantially equivalent or better benefits are provided by a successor employer) of the cost of COBRA insurance premiums for all health insurance, and the costs of any group dental, group vision, life insurance and disability insurance fringe benefits that had been available to Bryant immediately before the termination on a monthly basis, in advance.

(iii)              Any bonus owed to Bryant under Section 3(a)(i) above for a prior calendar year shall continue to be payable to Bryant at the same time bonuses are generally paid to other senior executives of the Company for that calendar year.

(iv)              Bryant shall not be entitled to the Severance Benefit unless and until Bryant has executed and delivered to the Company a release substantially in the form attached as Exhibit E hereto and, provided

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the Company has also signed such release within two (2) business days of execution and delivery by Bryant, all revocation and waiting periods applicable to such release have expired (if the Company fails to sign such release, then such revocation and waiting period shall not apply).  The Severance Benefit, if paid to Bryant under this Section 6(d), shall represent the sole and exclusive remedy of Bryant in connection with his employment and this Agreement upon a termination of employment by Bryant for Good Reason or by the Company without Cause, subject to Section 6(e) below.

(e)            Notwithstanding the other provisions of this Section 6 or of Exhibit D or Exhibit E, following an termination of Bryant’s employment by the Company for any reason Bryant shall be entitled to:  (i) receive any unpaid accrued Base Salary for periods before the termination date; (ii) receive any legally required pay for his unused vacation days; (iii) his rights and benefits under the terms of the Company’s 401(k) benefit program; (iv) receive any unpaid reimbursements to which he is entitled under Section 3(c)(iii) above; (v) any further benefits to which he is entitled under Section 3(c)(v) above; (vi) his continuing applicable rights under the terms of Exhibits A, B, C and D; (g) his rights to indemnification and contribution by the Company under any other applicable statutes, bylaws or agreements; and (h) his COBRA rights to continuing health insurance coverage under the Company’s plan.

(f)             Definition of Change in Control .  A “Change in Control” with respect to the Company shall have the meaning, and shall be deemed to have occurred, for purposes of this Agreement, as set forth in and in accordance with Section 3 of the Agreement Re: Change in Control (Exhibit D hereto), executed concurrently with this Agreement.

(g)            Notwithstanding any provision of this Agreement to the contrary, if, at the time of Bryant’s termination of employment with the Company, Bryant is a “specified employee” as defined in Section 409A of the Code, and one or more of the payments or benefits received or to be received by Bryant pursuant to this Agreement (or any portion thereof) would become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (the “Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Bryant’s “separation from service” or (b) the date of Bryant’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes.  The provisions of this Section 6(f) shall only apply to the minimum extent required to avoid Bryant’s incurrence of any Section 409A Taxes.  In addition, if any provision of this Agreement would cause Bryant to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

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7.              Inventions .

(a)            Disclosure .  Bryant will disclose promptly to the Company each Invention (as defined below), whether or not reduced to practice, that is conceived or learned by Bryant (either alone or jointly with others) during the term of his employment by the Company.  Further, Bryant will disclose in confidence to the Company all patent applications filed by or on behalf of Bryant 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, improved on, made or produced by Bryant (alone or in conjunction with others) during the duration of Bryant’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 operations of the Company (as opposed to the business operations of its competitors), including actual or demonstrably anticipated research or development of the Company;

(ii)               results from or is suggested by work performed by Bryant for or on behalf of the Company; or

(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 .  Bryant 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.  Bryant hereby assigns all of his right, title and interest in any such Inventions to the Company.

(c)            Exclusion Notice .  The assignment by Bryant 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, Bryant 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 Bryant’s own time;

(ii)               The invention or idea does not relate to the business of the Company;

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(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 Bryant for the Company.

As used in this Section 7(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 .  Bryant agrees to assist the Company (at the Company’s expense) in any reasonable 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, Bryant 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.  Bryant’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 Bryant at a reasonable rate after such termination for the time actually spent by Bryant at the Company’s request on such assistance.  Bryant hereby irrevocably appoints the Company, and its duly authorized officers and agents, as Bryant’s agent and attorney-in-fact to act for and on behalf of Bryant in filing all patent applications, applications for copyright protection and registration amendments, renewals, and all other appropriate documents in any way related to Inventions.

8.              Nondisclosure of Confidential Information .  Except in the performance of his duties hereunder, Bryant 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 Bryant 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 any and all strategic plans, insurance plans, 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 data and records, 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; provided, however, that Confidential Information shall not include information, documents or data that (i) is or subsequently becomes publicly available or generally known in the industry without Bryant’s breach of any obligation of confidentiality owed to the Company; (ii) was known to Bryant prior to his original employment by the Company; (iii) becomes known to Bryant from a source other than the Company (which is not breaching an obligation to the Company) and which Bryant learns of outside the scope of his employment with the Company; or (iv) is required to be disclosed by law or other governmental authority.

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9.             Return of Materials at Termination .  In the event of any termination of Bryant’s employment for any reason whatsoever, Bryant will promptly deliver to the Company all documents, data and other information pertaining to Inventions and Confidential Information.  Bryant 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, other than (i) documents relating to Bryant’s compensation or benefits provided by the Company, and (ii) copies of personal notes or memoranda prepared or created by Bryant in his capacity as an officer and/or director of the Company and evidencing his fulfillment of his fiduciary duties with respect to the Company.

10.           Non-Solicitation .  Bryant 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; or (b) usurp in violation of his fiduciary duties any opportunity of the Company of which Bryant became aware during his tenure at 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 reduce, restrict or cancel the business of any such account, customer or client with the Company.

11.           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.

12.           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:

13.           Assignment .  This Agreement may not be assigned by Bryant.  This Agreement will be binding upon the Company’s successors and assigns, including any entity that acquires all or substantially all of the assets or business of the Company.

14.           Entire Agreement .  This Agreement, together with the Stock Option Agreement attached hereto as Exhibit A, the Restricted Stock Award Agreement attached hereto as Exhibit B, the Indemnification Agreement attached hereto as Exhibit C, the Agreement Re: Change in Control attached hereto as Exhibit D, and the form of Release attached hereto as Exhibit E, supersedes any and all prior written or oral agreements between Bryant and the Company, and contains the entire understanding of the parties hereto with respect to the terms and conditions of Bryant’s employment with the Company.

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15.           Governing Law .  This Agreement will be construed and enforced in accordance with the internal laws and decisions of the State of California.

16.           Arbitration .  In the event of any controversy, dispute or claim arising out of or related to this Agreement or Bryant’s employment by the Company, the parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute.  If negotiations in good faith do not result in a settlement of any such controversy, dispute or claim, it shall be resolved exclusively by final and binding arbitration, before a single arbitrator, to be held in the County of San Diego, California, in accordance with the then existing rules of the JAMS.  The parties may obtain discovery in aid of the arbitration to the fullest extent permitted under law, including California Code of Civil Procedure Section 1283.05.  All discovery disputes shall be resolved by the arbitrator.  Judgment upon any such arbitration award may be entered by any state or federal court of competent jurisdiction.

17.           Compliance with Company Policies .  At all times during his employment, Bryant shall comply with Company policies and procedures, as in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics, Share Ownership Guidelines, and Comprehensive Compliance Programs.

18.           Authorization .  The undersigned represents that he is fully authorized and empowered to execute and deliver this Agreement on behalf of the Company, and the Company represents and warrants that all necessary corporate action has been taken to approve and authorize the Company’s entry into and performance of this Agreement.

19.           Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one in the same Agreement.

[Remainder of page left blank intentionally, signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

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Exhibit A

Stock Option Agreement

[See attached.]

Exhibit B

Restricted Stock Award Agreement

[See attached.]

Exhibit C

Indemnification Agreement

[See attached.]

Exhibit D

Agreement Re: Change in Control

[See attached.]

Exhibit E

General Release

[See attached.]

Exhibit 10.2

QUIDEL CORPORATION

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of January 16, 2009, by and between QUIDEL CORPORATION, a Delaware corporation (the “Company”), and Douglas C. Bryant (“Optionee”).

A.                                    Concurrent with the execution and delivery of this Agreement, the Company and Optionee have entered into that certain Employment Agreement pertaining to Optionee’s appointment to the office of President and Chief Executive Officer.

B.                                      As a part of Optionee’s appointment, and effective as of the date of commencement of Optionee’s employment with the Company (the “Grant Date”), the Company hereby grants to Optionee, pursuant to the Company’s 2001 Equity Incentive Plan (the “Plan”), a nonstatutory stock option (the “Option”) to purchase shares of the common stock of the Company (the “Common Stock”) on the terms and conditions set forth herein.  This Agreement is intended to memorialize the terms and conditions upon which the Company’s Board of Directors (the “Board”) has approved the grant of the Option to Optionee.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1.                                        Grant of Option .  Optionee may, at Optionee’s election and upon the terms and conditions set forth herein, purchase all or any part of an aggregate of 700,000 shares of Common Stock (the “Optioned Shares”) at the price per share (the “Option Price”) determined as of the Grant Date.  The Option Price equals the fair market value of the Common Stock determined in accordance with the Plan.

2.                                        Vesting Schedule .

The Option shall vest fifty percent (50%) on the second anniversary of the Grant Date and twenty-five percent (25%) per year thereafter on the third and fourth anniversary of the Grant Date, respectively.

3.                                        Exercise of Option .

(a)                                   Extent of Exercise .  The Option may be exercised at the time or after installments vest as specified in Section 2 with respect to all or part of the Optioned Shares covered by such vested installments, subject to the further restrictions contained in this Agreement.  In the event that Optionee exercises the Option for less than the full number of Optioned Shares included within a vested installment, Optionee shall be entitled to exercise the Option (in one or more subsequent increments) for the balance of the Optioned Shares included in said vested installment; provided, however , that in no event shall Optionee be entitled to

exercise the Option for fractional shares of Common Stock or for a number of shares exceeding the maximum number of Optioned Shares.

(b)                                  Procedure .  The Option shall be deemed to be exercised when the Secretary of the Company receives written notice of exercise from or on behalf of Optionee, together with payment of the Option Price and any amounts required under Section 3(c).  The Option Price shall be payable upon exercise in (i) legal tender of the United States; (ii) capital stock of the Company delivered in transfer to the Company by or on behalf of Optionee, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if required by the Company (valued at fair market value as of the exercise date); or (iii) such other consideration as the Company may deem acceptable in any particular instance; provided, however , that the Company may, in its discretion, allow exercise of the Option in a broker-assisted or similar transaction in which the Option Price is not received by the Company until promptly after exercise.

(c)                                   Withholding Taxes .  Whenever shares of Common Stock are to be issued upon exercise of the Option, the Company shall have the right to require Optionee to remit to the Company an amount sufficient to satisfy any federal, state and local withholding tax requirements, as may be applicable and prior to such issuance.  The Company may, in its discretion, allow satisfaction of tax withholding requirements by accepting delivery of Common Stock.

4.                                        Term of Option and Effect of Termination .  No portion of the Option shall vest after termination of Optionee’s employment, regardless of the reason for such termination.  In the event that Optionee shall cease to be an employee of the Company, the Option shall be exercisable, to the extent already exercisable at the date Optionee ceases to be an employee and regardless of the reason Optionee ceases to be an employee, for a period of 365 days after that date, and shall then expire and terminate.  In the event of the death of Optionee while he is an employee of the Company or within the period after termination of such status during which he is permitted to exercise the Option, the Option may be exercised by any person or persons designated by Optionee on a beneficiary designation form adopted by the administrator for such purpose or, if there is no effective beneficiary designation form on file with the Company, by the executors or administrators of Optionee’s estate or by any person or persons who shall have acquired the Option directly from Optionee by his will or the applicable laws of descent and distribution.  Unless earlier terminated as provided in this Section, the Option shall automatically expire and terminate, and thereby become unexercisable, on the tenth (10th) anniversary of the Grant Date.

5.                                        Anti-Dilution Adjustments .  If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split, upon authorization of the Board or the Compensation Committee, an appropriate and proportionate adjustment shall be made in the number or kind of Optioned Shares and the Option Price; provided, however , that no such adjustment need be made if, upon the advice of counsel, the Board or the Compensation Committee determines that such adjustment may result in the receipt of federally taxable income to Optionee, to holders of other

derivative securities of the Company or holders of Common Stock or other classes of the Company’s securities.

6.                                        Delivery of Certificates .  As soon as practicable after any proper exercise of the Option in accordance with the provisions of this Agreement, the Company shall deliver to Optionee at the main office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates representing such shares of Common Stock to which Optionee is entitled upon exercise of the Option or otherwise electronically transfer such shares of Common Stock as directed by Optionee.

7.                                        No Rights in Shares Before Issuance and Delivery .  Neither Optionee, his estate nor his transferees by will or the laws of descent and distribution shall be, or have any rights or privileges of, a stockholder of the Company with respect to any shares issuable upon exercise of the Option, unless and until certificates representing such shares shall have been issued and delivered or otherwise electronically transferred.  No adjustment will be made for a dividend or their rights where the record date is prior to the date such stock certificates are issued.

8.                                        Nonassignability .  The Option is not assignable or transferable by Optionee except by will, by the laws of descent and distribution, pursuant to a qualified domestic relations order, or, in the discretion of the Company and under circumstances that would not adversely affect the interests of the Company, pursuant to a nominal transfer that does not result in a change in beneficial ownership, or as otherwise permitted by rule or interpretation of the Securities and Exchange Commission or its staff as an exception to the general proscription on transfer of derivative securities set forth in Rule 16b-3 (or any successor rule) under the Exchange Act or interpretation thereof.  In addition, during Optionee’s lifetime the Option (as a whole or in part) may also be transferred to one or more members of Optionee’s immediate family, or a partnership whose members include only Optionee and/or members of Optionee’s immediate family, or a trust for the benefit of only Optionee and/or members of Optionee’s family.  Any permitted transfer of the Option shall not prevent or otherwise modify termination of the Option and its vesting following Optionee’s termination of employment (as provided in Section 4 above).  In addition, the Option shall terminate immediately if and to the extent it has been transferred to a partnership or trust as permitted above and any person who is not a member of Optionee’s immediate family becomes a member of such partnership or a beneficiary of such trust.  As used herein, Optionee’s immediate family includes only Optionee’s spouse, parents or other ancestors, and children and other direct descendants of Optionee or of Optionee’s spouse (including such ancestors and descendants by adoption).  During the lifetime of Optionee, the Option shall be exercisable only by Optionee (or Optionee’s permitted transferee(s)) or his or their guardian or legal representative.

9.                                        Certain Representations and Warranties .  Optionee expressly acknowledges, represents and agrees as follows:

(a)                                   If Optionee proposes to transfer all or any part of the Option or the Optioned Shares or uses Common Stock of the Company to pay the Option Price, Optionee has been advised to consult with a competent tax advisor regarding the applicable tax consequences prior to making such transfer or utilizing such Common Stock to exercise the Option; and

(b)                                  If Optionee is (as expected) a person subject to the provisions of Section 16 of the Exchange Act, Optionee has been advised to consult with a competent federal securities law advisor as to the reporting obligations and potential liability for profits under said Section 16 with respect to the granting, exercise and transfer of the Option.

10.                                  No Employment Rights or Obligations .  Nothing in the Plan or in this Agreement shall be construed to create or imply any contract of employment between the Company and Optionee.  Nothing in the Plan or in this Agreement shall confer upon Optionee any right to continue in the employ of the Company or confer upon the Company any right to require continued employment by Optionee.  Optionee acknowledges and agrees that the employment of Optionee by the Company is expressly at the will of the Company, and the Company may terminate Optionee’s employment by the Company at any time for any reason or for no reason.  Similarly, Optionee may terminate his employment with the Company at any time for any reason or for no reason.  Any questions as to whether and when there has been a termination of Optionee’s employment, the reason (if any) for such termination, and/or the consequences thereof under the terms of the Plan, shall be determined by the Board in its sole discretion, and the Board’s determination thereof shall be final, binding and conclusive.

11.                                  Governing Law .  This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice or laws, of the State of California applicable to agreements made and to be performed wholly within the State of California.

12.                                  Agreement Binding on Successors .  The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors, transferees and assigns of Optionee.

13.                                  Necessary Acts .  Optionee agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.

14.                                  Future Options .  The parties acknowledge and agree that future stock options or equity incentive awards, if any, that may be granted by the Company to Optionee shall have such terms and conditions as shall be determined by the Board of Directors or Compensation Committee and may differ from those provided for in this Agreement.

IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the Grant Date.

By her signature below, the spouse of Optionee, if Optionee is legally married as of the date of execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof and agrees to be bound by all the terms and conditions of said Agreement.

By his signature below, Optionee represents that he is not legally married as of the effective date of this Agreement.

Exhibit 10.3

QUIDEL CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “Agreement”) is entered into as of January 16, 2009 by and between Quidel Corporation (the “Company”) and Douglas C. Bryant (“Bryant”).

1.              Award .  Pursuant to the Company’s Amended and Restated 2001 Equity Incentive Plan (the “Plan”), effective as of the date of your commencement of employment with the Company (the “Grant Date”), the Company hereby grants to you 100,000 restricted shares of Company common stock (the “Restricted Shares”).

2.              Restrictions .  The Restricted Shares granted to you on the Grant Date are subject to the limitations that are set forth in this Agreement and in the Plan.  Without limiting the foregoing, the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered unless and until the relevant restrictions lapse, as provided in Section 3 below.

3.              Lapse of Restrictions on Restricted Shares .  The Restricted Shares remain subject to forfeiture until the restrictions covering the Restricted Shares lapse.  Provided that you remain an employee of the Company, in accordance with and as set forth in the Plan, the restrictions on the Restricted Shares lapse twenty-five percent (25%) annually per year upon the anniversary of the Grant Date.

4.              Payment of Purchase Price .  As consideration for the Restricted Shares, you agree to pay to the Company $1000.00 in cash which is an amount equal to $0.01 per share of the Restricted Shares within seven (7) business days of commence of employment with the Company.

5.              Custody of Shares .  Your rights with respect to the Restricted Shares will be evidenced by this Agreement.  The Restricted Shares subject hereto will be held in book-entry form by the Company and its transfer agent and will be classified as restricted in the book-entry account in your name, until restrictions lapse.  As restrictions lapse on the Restricted Shares, you may either instruct the Company to issue a physical certificate in your name or transfer the vested shares to your designated brokerage account.

6.              Repurchase .  In the event that your employment with the Company is terminated for any reason, the Company will repurchase any remaining Restricted Shares (shares in which the restrictions have not lapsed) following your termination for an amount equal to $0.01 per share, without interest or premium, in accordance with the Plan.

7.              Tax Withholding Obligations .  In general, when restrictions on shares of your Restricted Shares lapse, you recognize ordinary income for federal and state tax purposes in an amount equal to the excess of the fair market value of the shares at that time over the purchase price.  In this regard, you trigger tax withholding obligations and are required to remit to the Company an amount sufficient to satisfy such tax withholding obligations for payment over to the appropriate taxing authorities.  The Company may, in the exercise of its discretion in accordance with the Plan, allow satisfaction of tax withholding requirements by accepting

delivery of stock of the Company or by withholding a portion of the shares of the Restricted Shares that are otherwise issuable in connection with any lapse of restrictions.

8.              Section 83(b) Election .   You understand that you are entitled to make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty (30) days after the Grant Date , or comparable provisions of any state tax law, to include in your gross income the fair market value (as of the date of acquisition) of the Restricted Shares to the extent it exceeds the purchase price paid for the Restricted Shares only if, prior to making any such election, you (a) notify the Company of your intention to make such election, by delivering to the Company a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A , and (b) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for your account, or otherwise make arrangements satisfactory to the Company for the payment of such amounts through withholding or otherwise.  You understand that if you do not make a proper and timely Section 83(b) election, generally under Section 83 of the Code, at the time the forfeiture restrictions applicable to the Restricted Shares lapse, you will recognize ordinary income and be taxed in an amount equal to the fair market value of the Restricted Shares as of the date the forfeiture restrictions lapse.

You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if you request that the Company or its representative make this filing on your behalf.  You are relying solely on your advisors with respect to the decision as to whether or not to file a Section 83(b) election.

9.              Miscellaneous .

(a)            Entire Agreement .  This Agreement and the Plan, which is incorporated by reference herein, together constitute the entire agreement regarding the Restricted Shares, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings, between the parties with respect to the subject matter of this Agreement.  This Agreement shall be binding upon and inure solely to the benefit of each of the parties and their respective successors and assigns.

(b)            Amendment .  This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party hereto.

(c)            No Right to Continued Employment .  The grant of Restricted Shares and this Agreement do not confer upon you any right to continue as an employee of the Company or an affiliate of the Company, nor does it limit in any way the right of the Company or any affiliate of the Company to terminate your services with the Company or any such affiliate at any time, with or without cause.  Unless otherwise set forth in a written agreement binding upon the Company or any affiliate of the Company, your employment by the Company or any affiliate is “at will.”

(d)            No Assignment .  You may not assign this Agreement or any rights granted hereunder.

(e)            Counterparts .  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.  This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first indicated above.

EXHIBIT A

to Restricted Stock Award Agreement

ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY
IN GROSS INCOME IN YEAR OF TRANSFER

INTERNAL REVENUE CODE § 83(b)

The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below, and supplies the following information in accordance with the regulations promulgated thereunder:

This election must be filed with the Internal Revenue Service Center with which taxpayer files his or her Federal income tax returns and must be made within thirty (30) days after the date of the Grant Date of the Restricted Shares.  This filing should be made by registered or certified mail, return receipt requested.  The taxpayer must retain two (2) copies of the completed form for filing with his or her Federal and state tax returns for the current tax year and an additional copy for his or her records.

By her signature below, the spouse of Bryant, if Bryant is legally married as of the date of execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof and agrees to be bound by all the terms and conditions of said Agreement.

By his signature below, Bryant represents that he is not legally married as of the effective date of this Agreement.

Exhibit 10.4

AGREEMENT RE: CHANGE IN CONTROL

This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of January 16, 2009 and is entered into by and between Douglas C. Bryant (“Executive”) and Quidel Corporation, a Delaware corporation (the “Company”).

Background

The Company believes that because of its position in the industry, financial resources and historical operating results there is a possibility that the Company may become the subject of a Change in Control (as defined below), either now or at some time in the future.

The Company believes that it is in the best interest of the Company and its stockholders to foster Executive’s objectivity in making decisions with respect to any pending or threatened Change in Control of the Company and to assure that the Company will have the continued dedication and availability of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control. The Company believes that these goals can best be accomplished by alleviating certain of the risks and uncertainties with regard to Executive’s financial and professional security that would be created by a pending or threatened Change in Control and that inevitably would distract Executive and could impair his ability to objectively perform his duties for and on behalf of the Company. Accordingly, the Company believes that it is appropriate and in the best interest of the Company and its stockholders to provide to Executive compensation arrangements upon a Change in Control that lessen Executive’s financial risks and uncertainties and that are reasonably competitive with those of other corporations.

With these and other considerations in mind, the Compensation Committee of the Company has authorized the Company to enter into this Agreement with the Executive to provide the protections set forth herein for Executive’s financial security following a Change in Control.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is hereby agreed as follows:

Agreement

1.              Term of Agreement .  This Agreement shall be effective as of the date of Executive’s commencement of employment with the Company and, subject to the provisions of Section 4, shall extend to (and thereupon automatically terminate) one (1) day after Executive’s termination of employment with the Company for any reason. No termination of this Agreement shall limit, alter or otherwise affect Executive’s rights hereunder with respect to a Change in Control which has occurred prior to such termination, including without limitation Executive’s right to receive the various benefits hereunder.

2.              Purpose of Agreement .  The purpose of this Agreement is to provide that, in the event of a “Change in Control,” Executive may become entitled to receive certain additional benefits, as described herein, in the event of his termination under specified circumstances.

3.              Change in Control .  As used in this Agreement, the phrase “Change in Control” shall mean:

(i)  Except as provided by subparagraph (iii) hereof, the acquisition (other than from the Company) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

(ii)  Individuals who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, is or was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

(iii)  Approval by the stockholders of the Company of a reorganization, merger or consolidation with any other person, entity or corporation, other than

(1)  a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such merger or consolidation, or

(2)  a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires forty percent (40%) or more of the combined voting power of the Company’s then outstanding voting securities; or

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(iv)  Approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or substantially all of the Company’s assets.

4.              Effect of a Change in Control .  In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs.  On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

5.              Qualifying Termination .  If following, or within thirty (30) days prior to, a Change in Control Executive’s employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a “Qualifying Termination” unless:

(a)            Executive voluntarily terminates his employment with the Company and its affiliated companies.  Executive, however, shall   not   be considered to have voluntarily terminated his employment with the Company and its affiliated companies if, following, or within thirty (30) days prior to, the Change in Control, Executive’s base salary is reduced or adversely modified in any material respect, or Executive’s authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with the Company and its affiliated companies within sixty (60) days following such reduction, modification or change after having given the Company at least thirty (30) days notice of the same and a reasonable opportunity to cure during such 30-day notice period.  For such purposes, Executive’s authority or duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, there is any substantial diminution or adverse modification in Executive’s title, status, overall position, responsibilities, reporting relationship, general working environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive’s express and voluntary written consent, Executive’s job location is transferred to a site more than twenty-five (25) miles away from his place of employment thirty (30) days prior to the Change in Control.  In this regard as well, Executive’s authority and duties shall conclusively be considered to have been “materially changed” if, without Executive’s express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person.

(b)            The termination is on account of Executive’s death or Disability.

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For such purposes, “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, Executive’s legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

(1)          the willful and deliberate refusal of Executive to comply with a lawful, written instruction of the Board of Directors, which refusal is not remedied by Executive within a reasonable period of time after his receipt of written notice from the Company identifying the refusal, so long as the instruction is consistent with the scope and responsibilities of Executive’s position prior to the Change in Control;

(2)          an act or acts of personal dishonesty by Executive which were intended to result in substantial personal enrichment of Executive at the expense of the Company; or

(3)          Executive’s conviction of any felony involving an act of moral turpitude.

6.              Severance Payment .  If Executive’s employment is terminated as a result of a Qualifying Termination, the Company shall pay Executive within thirty (30) days after the Qualifying Termination a cash lump sum equal to two (2) times the Executive’s Compensation (the “Severance Payment”).

(a)            For purposes of this Agreement, Executive’s “Compensation” shall equal the sum of (i) Executive’s highest annual salary rate with the Company within the three year period ending on the date of Executive’s Qualifying Termination, plus (ii) a “Bonus Increment.” The Bonus Increment shall equal the annualized average of all bonuses and incentive compensation payments paid to Executive during the two (2) year period immediately before the date of Executive’s Qualifying Termination under all of the Company’s bonus and incentive compensation plans or arrangement.

(b)            [Intentionally Deleted.]

(c)            The Severance Payment hereunder is in lieu of any severance payment that Executive might otherwise be entitled to from the Company in the

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event of a Change in Control under the Company’s applicable severance pay policies, if any, or under any other oral or written agreement;   provided ,   however , that Executive shall continue to be entitled to receive the severance pay benefits under the Company’s applicable policies, if any, or under another written agreement if and to the extent Executive’s termination is not a Qualifying Termination after, or within thirty (30) days prior to, a Change in Control.

(d)            Notwithstanding any provision of this Agreement to the contrary, if, at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and one or more of the payments or benefits received or to be received by Executive pursuant to this Agreement (or any portion thereof) would become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (the “Section 409A Taxes”) if provided at the time otherwise required under this Agreement, no such payment or benefit will be provided under this Agreement until the earlier of (a) the date which is six (6) months after Executive’s “separation from service” or (b) the date of Executive’s death, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes.  The provisions of this Section 6(d) shall only apply to the minimum extent required to avoid Executive’s incurrence of any Section 409A Taxes.  In addition, if any provision of this Agreement would cause Executive to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

7.            Additional Benefits .

(a)            In the event of a Qualifying Termination, any and all unvested stock options of Executive shall immediately become fully vested and exercisable and any and all restrictions on Executive’s restricted stock shall immediately and automatically lapse (except as otherwise expressly agreed to, in writing, by both parties, including whether prior to or after the execution of this Agreement).

(b)            In the event of a Qualifying Termination, Executive shall be entitled to continue to participate in the following executive benefit programs which had been made available to Executive (including his family) before the Qualifying Termination: group medical insurance, group dental insurance, and group vision insurance. These programs shall be continued at no cost to Executive, except to the extent that tax rules require the inclusion of the value of such benefits in Executive’s income. The programs shall be continued in the same way and at the same level as immediately prior to the Qualifying Termination.  The programs shall continue for Executive’s benefit for two

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(2) years after the date of the Qualifying Termination;   provided ,   however , that Executive’s participation in each of such programs shall be earlier terminated or reduced, as applicable, if and to the extent Executive receives benefits as a result of concurrent coverage through another program.

(c)            In the event of a Qualifying Termination, Executive shall be entitled to receive from the Company, upon such Termination, the sum of $25,000 to help defray legal fees, tax and accounting fees, executive outplacement services, and other costs associated with transitional matters.

8.              Limitation on Payments .  Notwithstanding anything to the contrary herein, in the event that the sum aggregate present value of (i) the Severance Payment payable under Section 6 hereof, (ii) any and all additional amount or benefits which may be paid or conferred to or on behalf of Executive in accordance with Section 7 hereof, and (iii) any and all other amounts or benefits paid or conferred to or on behalf of Executive would constitute a “parachute payment” (“parachute payment” as used in this Agreement shall be defined in accordance with Section 280G(b)(2), or any successor thereto, of the Code), the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to Executive under this Agreement constitutes a parachute payment; provided ,  however , that no such reduction under this Section 8 shall be made if the net after-tax payment (after taking into account, Federal, state, local or other income and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement), it is determined that payments hereunder have been reduced by more than the minimum amount required under this Section 8, then an additional payment shall be promptly made to Executive in an amount equal to the excess reduction. All determinations required to be made under this Section 8, including whether a payment would result in a parachute payment and the assumptions to be utilized in arriving at such determination, shall be made and approved within fifteen (15) days after the Qualifying Termination by both (1) accountants selected by the Company and (2) Executive’s designated financial or legal advisor.

9.              Nonsolicitation Covenant . In consideration of the payments to be made to Executive hereunder, Executive hereby covenants, for a period of two (2) years following the Qualifying Termination, that he will not, directly or indirectly (whether as an officer, director, employee, individual proprietor, control shareholder, consultant, partner or otherwise) (i) solicit, recruit or hire-away any employee of the Company or successor of the Company or (ii) solicit, influence or attempt to influence any person or entity to terminate such person’s or entity’s contractual and/or business relationship with the Company or successor of the Company. With regard to this Section 9, Executive acknowledges that the provisions herein are reasonable in both scope and duration and necessary to protect the business of the Company or its successor.

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10.            Rights and Obligations Prior to a Change in Control . Prior to the date which is thirty (30) days before a Change in Control, the rights and obligations of Executive with respect to his employment by the Company shall be determined in accordance with the policies and procedures adopted from time to time by the Company and the provisions of any written employment contract in effect between the Company and Executive from time to time. This Agreement deals only with certain rights and obligations of Executive subsequent, or within thirty (30) days prior to, a Change in Control, and the existence of this Agreement shall not be treated as raising any inference with respect to what rights and obligations exist prior to the date which is thirty (30) days before a Change in Control. Unless otherwise expressly set forth in a separate written employment agreement between Executive and the Company, the employment of Executive is expressly at-will, and Executive or the Company may terminate Executive’s employment with the Company at any time and for any reason, with or without cause, provided that if such termination occurs within thirty (30) days prior to or three (3) years after a Change in Control and constitutes a Qualifying Termination (as defined in Section 5 above) the provisions of this Agreement shall govern the payment of the Severance Payment and certain other benefits as provided herein.

11.            Non-Exclusivity of Rights . Subject to Section 6(c) hereof, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company or any of its affiliated companies. Except as otherwise provided in Section 6(c) hereof, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan or program of the Company or any of its affiliated companies at or subsequent to the date of any Qualified Termination shall be payable in accordance with such plan or program.

12.            Full Settlement .  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counter-claim, recoupment, defense or other claim, right, or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result of Executive’s successful collection efforts to receive amounts payable hereunder, or as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Section).

13.            Successors .

(a)            This Agreement is personal to Executive, and without the prior

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written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)            The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

14.            Governing Law . This Agreement is made and entered into in the State of California, and the internal laws of California shall govern its validity and interpretation in the performance by the parties hereto of their respective duties and obligations hereunder.

15.            Modifications .  This Agreement may be amended or modified only by an instrument in writing executed by all of the parties hereto.

16.            Dispute Resolution . In the event of any controversy, dispute or claim arising out of or related to this Agreement or Bryant’s employment by the Company, the parties shall negotiate in good faith in an attempt to reach a mutually acceptable settlement of such dispute.  If negotiations in good faith do not result in a settlement of any such controversy, dispute or claim, it shall be resolved exclusively by final and binding arbitration, before a single arbitrator, to be held in the County of San Diego, California, in accordance with the then existing rules of the JAMS.  The parties may obtain discovery in aid of the arbitration to the fullest extent permitted under law, including California Code of Civil Procedure Section 1283.05.  All discovery disputes shall be resolved by the arbitrator.  Judgment upon any such arbitration award may be entered by any state or federal court of competent jurisdiction.

17.            Notices .  Any notice or communications required or permitted to be given to the parties hereto shall be delivered personally or be sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered as follows, or at such other addresses the party addressed may have substituted by notice pursuant to this Section:

18.            Captions .  The captions of this Agreement are inserted for convenience and do not constitute a part hereof.

19.            Severability .  In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed

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substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.

20.            Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one in the same Agreement.

[Remainder of page left blank intentionally, signatures on following page]

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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above in San Diego, California.

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Exhibit 10.5

RETIREMENT AGREEMENT

THIS RETIREMENT AGREEMENT (this “ Agreement ”) is made and entered into as of the 16th day of January, 2009 by and between QUIDEL CORPORATION, a Delaware corporation (the “ Company ”), and CAREN L. MASON, an individual (“ Mason ”).

BACKGROUND

A.            Mason currently serves as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors.  Pursuant to pre-existing and continuing employment and related understandings and agreements, Mason’s employment with the Company is “at will.”

B.            Mason previously advised the Company, and the Company has publicly announced, that Mason will retire from her employment with the Company effective June 1, 2009 (the “ Retirement Date ”).

C.            The Company and Mason are entering into this Agreement to confirm their understandings as to Mason’s employment prior to the Retirement Date and each party’s commitments and obligations on and after the Retirement Date.

AGREEMENT

1.             Employment .   The Company shall continue to employ Mason on a full-time basis, and Mason accepts such continued employment, upon and subject to the terms and conditions set forth herein.  Mason acknowledges and agrees that, as of March 1, 2009, Mason’s title will be changed to “Special Advisor to the Chief Executive Officer,” a position that will report to, and involve duties determined by, the Chief Executive Officer.  In such role, Mason agrees to make herself available for assignments and to dutifully complete such assignments to the best of her ability at such locations as reasonably designated by the Chief Executive Officer.  In connection with scheduling of assignments and travel, if any, in her role as Special Advisor to the Chief Executive Officer, the Company and Mason agree to schedule assignments with at least fourteen days notice and as mutually agreed.

Concurrently herewith, (a) the Employment Agreement between the Company and Mason dated August 20, 2004, as amended (the “ Superseded Employment Agreement ”), shall automatically become void and superseded in its entirety by this Agreement (except for those provisions of the Superseded Employment Agreement that are expressly incorporated herein by reference pursuant to Section 5 hereof), and (b) the term of the Agreement Re: Change in Control between the Company and Mason dated August 20, 2004, as amended (the “ CIC Agreement ”), shall automatically expire (after which the CIC Agreement will be of no force or effect).  For the avoidance of doubt, (x) except as expressly provided herein, Mason shall not be entitled to any payments or benefits of any kind in connection with a termination or resignation for any reason and (y) that certain Indemnification Agreement dated August 18, 2005 between the Company and Mason shall continue in full force and effect pursuant to its terms.

2.             Term .  Pursuant to the Retirement/Resignation attached hereto as Exhibit A , which Mason has executed and delivered concurrently with this Agreement, (a) Mason will automatically cease to be a member of the Company’s Board of Directors on March 1, 2009, and (b) the term of Mason’s employment shall continue until, and then automatically terminate, on June 1, 2009, unless earlier terminated.

3.             Employment Compensation .  Until March 1, 2009, Mason’s base salary shall continue at the same level as in effect as of the date of this Agreement.  Effective March 1, 2009, Mason’s base salary shall automatically be reduced to $10,000 per month (i.e., March, April, May), less applicable withholdings and subject to the Company’s payroll policies.

Mason’s employee benefits shall continue until June 1, 2009 at the same levels as are in effect as of the date of this Agreement; provided, however, that Mason shall not receive any further grants of equity incentive awards nor shall she be eligible to participate in any bonus plans applicable to fiscal year 2009 or any year thereafter.  Mason shall, however, remain eligible to receive a bonus under the Company’s existing 2008 cash incentive bonus plan if and to the extent that (a) an allocation is made to Mason by the Board of Directors or the Compensation Committee of the Board of Directors, (b) the relevant performance metrics are achieved, and (c) Mason remains employed by the Company through the earlier of (1) the payment date of the 2008 bonus, if any, or (2) the Retirement Date.

4.             Releases .  On each of (a) the date hereof, and (b) a date of Mason’s choice between May 1, 2009 and May 11, 2009 inclusive, and as a material condition to Mason’s receipt of the benefits set forth in Section 6 hereof, Mason shall execute and deliver to the Company (and thereafter not revoke) a Release in the form attached hereto as Exhibit B .  (For avoidance of doubt, the parties acknowledge and agree that Mason’s failure to deliver (and not thereafter revoke) either executed Release in the time period specified above shall result in no further vesting of Mason’s equity awards after the date of this Agreement.)

5.             Mason’s Acknowledgements and Obligations .   As a material condition to Mason’s receipt of the benefits set forth in Section 6 hereof, Mason acknowledges and reaffirms Section 5 (At Will Employment), Section 6(f) (re: IRC Section 409A), Section 7 (Inventions), Section 8 (Nondisclosure of Confidential Information), Section 9 (Return of Materials at Termination) and Section 10 (Non-Solicitation) of the Superseded Employment Agreement, which provisions are incorporated herein by reference and shall survive the termination of Mason’s employment.

6.             Vesting of Equity Awards .  The vesting of equity awards (restricted stock and options) held by Mason shall not be accelerated.  Such equity awards shall, during Mason’s continuing employment, continue to vest and be governed in accordance with the applicable equity incentive plan and specific equity award grant documentation.  All equity awards held by Mason at the time of the termination of her employment shall also be handled in accordance with the applicable equity incentives plans and grant documentation.

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7.             Early Resignation or Termination .  In the event that Mason either (a) voluntarily resigns her employment with an effective date prior to the Retirement Date, or (b) is terminated by the Company with “Cause” (as defined below), Mason shall not be entitled to the payments or vesting benefits described in Section 3 or Section 6 hereof, but shall only be entitled to salary, accrued benefits and other amounts legally owing to Mason through the date of employment termination.  The Company shall thereafter have no further obligations to Mason under this Agreement.

In the event that Mason is terminated by the Company without “Cause” (as defined below), provided that Mason executes and delivers to the Company within seven (7) calendar days after such termination (and thereafter does not revoke) a Release in the form attached hereto as Exhibit B , Mason shall be entitled to receive the following severance payments and benefits:  (i) a lump-sum payment equal to the remaining amount of base salary that Mason would have received if the term of this Agreement had continued until June 1, 2009, less applicable withholdings, payable within thirty (30) days from the date of termination, (ii) the employee benefits described in the second paragraph of Section 3 hereof through June 1, 2009 and (iii) the vesting of equity awards, as and to the extent described in and contemplated by Section 6 hereof, as though Mason’s employment continued through June 1, 2009.

For purposes hereof, “Cause” shall be limited to the following:  (1) fraud; (2)  personal dishonesty involving money or property of the Company or that results in material harm to the Company; (3) Mason’s willful misconduct that is materially injurious to the Company; (4) a serious breach of a fiduciary duty to the Company involving personal profit; (5) Mason’s conviction for a felony (including via a guilty or nolo contendere plea), excluding traffic offenses; (6) Mason’s willful and continued neglect of duties (other than any such failure resulting from her incapacity because of physical or mental illness); or (7) Mason’s material breach of this Agreement; provided, however, that unsatisfactory job performance shall not be considered Cause for termination of Mason’s employment by the Company.  Mason shall be afforded a reasonable opportunity to cure any willful neglect of her duties and any other alleged material breach of this Agreement, according to the following terms.  The Company’s Board of Directors shall give Mason written notice stating with reasonable specificity the nature of the circumstances determined by the Board of Directors in good faith to constitute willful neglect or other material breach, and that failure to cure or correct such circumstances or breach will result in termination of employment for “Cause” under this Agreement.  Mason shall have thirty (30) days from her receipt of such notice to cure such circumstances or such breach if such breach is reasonably susceptible of cure.  If, in the reasonable good faith judgment of the Board of Directors, the alleged breach is not reasonably susceptible of cure, or such circumstances or material breach has not satisfactorily cured within such thirty (30) day period, such neglect of duties or material breach shall thereupon constitute “Cause.”

8.             Confidentiality of Business and Legal Information .  Mason acknowledges that the Company holds as confidential and/or privileged certain information (including, but not limited to, non-public information obtained by Mason in her position as an officer of the Company), as well as certain trade secret information and knowledge concerning the intimate and confidential affairs of the Company and the various phases of its business, including, for example and without limitation, processes, formulae, data and know-how, improvements, inventions, techniques, marketing plans, strategies, forecasts, mailing lists, customer lists, pricing

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information, manufacturing processes, distribution systems, computer systems or programs and other types of similar information within Mason’s knowledge by virtue of her employment with the Company (collectively, the foregoing shall be referred to herein as “ Confidential Trade Secret, Proprietary and Legal Information ”). Mason agrees that all Confidential Trade Secret, Proprietary and Legal Information shall be the sole property of the Company and that the Company shall be and is the sole owner of all patents and other rights in connection therewith as well as any privileges.  Mason further agrees to hold in strictest confidence and to refrain from using or disclosing to any other person or entity any Confidential Trade Secret, Proprietary and Legal Information, other than the Company, its employees, Directors and representatives.  In that regard, Mason expressly acknowledges that she has not disclosed (other than to the Company, its employees, Directors and representatives) any Confidential Trade Secret, Proprietary and Legal Information.  Mason specifically agrees that she will not disclose any Confidential Trade Secret, Proprietary and Legal Information at any time in the future (other than to the Company, its employees, Directors and representatives).  Mason further represents and warrants that, on the last day of her employment, she will have returned to the Company all property and documents of the Company, whether kept electronically or in hard copy form and will have retained no copies thereof.  This Section supplements the obligations of Mason contained in Section 5 hereof.

9.              Miscellaneous .

a.             Notices .  Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail to Mason’s residence in the case of Mason or to its principal office in the case of the Company.

b.             Arbitration .  Any dispute arising out of this Agreement shall be resolved exclusively by final and binding arbitration, before a single arbitrator, in San Diego, California pursuant to the rules of JAMS.  Judgment upon any such arbitration award may be entered by any state or federal court of competent jurisdiction.  In the event any party to this Agreement initiates any arbitration action or proceeding in connection with enforcement of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs and attorney’s fees from the non-prevailing party.

c.             Waiver .  The waiver of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement.  No waiver shall be valid unless in writing and executed by the party to be charged therewith.

d.             Severability/Modification .  In the event that any clause or provision of this Agreement shall be determined to be invalid, illegal or unenforceable, such clause or provision may be severed or modified to the extent necessary, and, as severed and/or modified, this Agreement shall remain in full force and effect.

e.             Assignment .  This Agreement may not be assigned by Mason.  The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company.

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f.              Amendment .  This instrument may not be amended except by an agreement in writing signed by both parties.

g.             Governing Law and Jurisdiction .  This Agreement shall be interpreted, construed, and enforced under the internal laws of the State of California.  The courts and authorities of the State of California shall have sole jurisdiction and venue for purposes of enforcing the arbitration agreement above.

h.             Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one in the same Agreement.

[ Signature page follows. ]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

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This letter is to confirm my resignation as a Director and President and Chief Executive Officer of Quidel Corporation (the “Company”), effective as of March 1, 2009, together with all other employment, Director and trustee positions held with the Company or any of its subsidiaries or with their respective employee plans (except for my continued employment as Special Advisor to the Chief Executive Officer, from which position I confirm my resignation as of June 1, 2009).

This letter is also to confirm that my resignation is not a result of any disagreement with the Company as to the Company’s operations, policies or practices.

EXHIBIT B

GENERAL RELEASE

In consideration of the agreement by Quidel Corporation (the “Company”)  to provide certain benefits to Caren L. Mason (“Mason”), Mason hereby gives the following General Release effective on                       , 2009.

1.             Release of Claims .  Mason hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and its affiliated companies and persons from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, remedies, costs, losses, debts, expenses and attorneys’ fees, including those arising out of or in connection with Mason’s employment with and consulting services for the Company and/or the termination thereof.  (All such charges, complaints, etc. are collectively referred to herein as “Claims.”)  The Claims irrevocably and unconditionally released, acquitted and forever discharged include, for example and without limitation, Claims arising under the federal Age Discrimination in Employment Act of 1967, which prohibits discrimination on the basis of age, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Americans With Disabilities Act, the California Fair Employment and Housing Act, the California Labor Code, and common law employment and wrongful discharge claims.

The Claims irrevocably and unconditionally released, acquitted and forever discharged by Mason extend to all such Claims by Mason against any and all of the current and former owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, parents, subsidiaries, affiliates (and the directors, officers, employees, representatives and attorneys of such divisions, parents, subsidiaries and affiliates) of the Company and all other persons acting by, through, under or in concert with any of them.  (All such persons and entities, as well as the Company are collectively referred to herein as the “Releasees”).  The Claims irrevocably and unconditionally released, acquitted and forever discharged herein by Mason also extend to all Claims which Mason now has, owns or holds, or contends to have, own or hold or which Mason at any time heretofore had, owned or held or contended to hold against any of the Releasees.  Mason represents that she has not heretofore assigned or transferred or purported to have assigned or transferred to any person or entity any Claims released, acquitted and forever discharged herein.  This General Release (a) shall not affect any Claims that Mason may have which arise solely after the effective date of this General Release, (b) shall not apply to any of the Company’s obligations under that certain Retirement Agreement dated as of January 16, 2009 (the “Agreement”), (c) shall not apply to any of the Company’s obligations under that certain Indemnification Agreement dated as of August 18, 2005 (the “Indemnification Agreement”) and (d) shall not serve as a release of any claims that cannot be released as a matter of law, including but not limited to indemnification under the California Labor Code.

2.             Release of Unknown and Unsuspected Claims .  For the purpose of implementing a full and complete release and discharge of the Releasees, Mason expressly acknowledges that this General Release is intended to include in its effect, without limitation, all Claims (as defined

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above) which Mason does not know or suspect to exist in her favor at the time of execution hereof, and this General Release contemplates the extinguishment of any and all such Claims.  In this regard, Mason expressly waives the provisions of Section 1542 of the California Civil Code, which state:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Furthermore, Mason hereby expressly waives and relinquishes any rights and benefits she may have under other statutes or common law principles of similar effect.  Mason understands that the facts under which she gives this full and complete release and discharge of the Releasees may hereafter prove to be different than now known or believed by her and Mason hereby accepts and assumes the risk thereof and agrees that her full and complete release and discharge of Releasees shall remain effective in all respects and not be subject to termination, rescission or modification by reason of any such difference in facts.

3.             No Complaint, Charge or Lawsuit Pending .  Mason represents that she has not filed with any governmental agency or court any complaint, charge or lawsuit against any of the Releasees involving any Claims released herein, and that, except as otherwise permitted by law, she will not do so at any time hereafter; provided, however, this paragraph shall not limit Mason from filing an action for the purpose of enforcing her rights under the Agreement or the Indemnification Agreement or from filing a charge or complaint of discrimination with the EEOC.

4.             Severability .  The provisions of this General Release are severable, and if any part of this General Release is found unenforceable, invalid or illegal, the other parts of this General Release shall remain fully valid and enforceable.

5.             Governing Law .  This General Release and any dispute concerning the validity, interpretation or breach of any term or condition hereof shall be construed and interpreted under and in conformance with the laws of the State of California applicable to contracts negotiated and to be fully performed in the State of California.

6.             Arbitration .  Any dispute concerning the validity, interpretation or breach of this General Release or any term or condition hereof or any dispute concerning the Claims released herein shall be resolved exclusively by final and binding arbitration as provided in Section 9(b) of the Agreement.  Judgment upon any such arbitration award may be entered by any state or federal court of competent jurisdiction.  This General Release shall be admissible in any proceeding to enforce its terms.

7.             Construction .  Mason has had ample opportunity to make suggestions or changes to the terms and language of this General Release and agrees that principles of contract construction against the drafter shall have no application hereto.  Mason agrees that this General Release should be construed fairly and not in favor of or against Mason or the Company as the drafter.

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8.             Waiting Period and Right of Revocation .  Mason hereby releases Releasees from any and all claims for age discrimination, whether under state or federal law.  Mason understands that pursuant to federal law, Mason has the right to review this General Release for a full twenty-one (21) calendar day period before executing the same, and that Mason has the right to revoke this General Release in its entirety at any time within seven (7) calendar days after executing the same and that this General Release is not effective until such seven (7) day revocation period has expired.  Mason acknowledges her right to consult with her attorney prior to signing this General Release, and that she has been advised to consult with her attorney prior to such signing.

9.             Full Understanding of Terms .  Mason represents and agrees that she fully understands her right to discuss all aspects of this General Release with her private attorney; that to the extent, if any, she desires, she has availed herself of this right; that she has carefully read and fully understands all of the provisions of this General Release; and that she is voluntarily entering into it.

IN WITNESS WHEREOF, Mason and the Company acknowledge agreement with the foregoing by their signatures set forth below.

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