Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



On February 3, 2020, the Compensation Committee of the Board of Directors of
Quidel Corporation (the "Company") approved the Company's 2020 cash incentive
plan applicable to the Company's executive officers and other members of senior
management for the Company's fiscal year ending December 31, 2020 (the "2020
Cash Incentive Compensation Plan").  Payout under the 2020 Cash Incentive
Compensation Plan is predicated upon achievement of (i) revenue targets, and
(ii) EBITDA targets, with each of the foregoing as determined by the Board of
Directors and/or its Compensation Committee, for the Company's 2020 fiscal year.
A description of the 2020 Cash Incentive Compensation Plan and related target
bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference
herein.
On February 3, 2020, the Compensation Committee also approved the Company's 2020
Annual Equity Incentive Plan (the "2020 Equity Incentive Plan"). The 2020 Equity
Incentive Plan provides for grants of equity awards to eligible employees of the
Company, including the Company's executive officers, subject to the terms
described below and as set forth on Exhibit 10.2 hereto.
Under the 2020 Equity Incentive Plan, each participating employee receives
equity incentive awards in the form of (i) non-qualified stock options; (ii)
time-based restricted stock units; and/or (iii) performance-based restricted
stock units. The vesting periods for the equity incentive awards are described
on Exhibit 10.2 hereto which is incorporated by reference herein.
On February 4, 2020, the Company and Werner Kroll, the Company's Senior Vice
President, R&D entered into an Individual Retirement Program (the "Program") as
approved by the Board of Directors and Compensation Committee of the Board of
Directors. This program was entered into as part of the Company's succession
planning and planning for the potential retirement in several years of Mr.
Kroll. The Program is intended to provide an incentive for Mr. Kroll to continue
his employment as the Company's Senior Vice President, R&D through at least
March 31, 2023.
The Program provides that for each calendar year that Mr. Kroll continues to be
employed by the Company as its SVP, R&D he will receive non-qualified stock
options ("Options") and/or restricted stock units ("RSUs") with a value on the
date of grant of $1,000,000. The award agreement for any RSUs or options issued
pursuant to the Program will provide for the following vesting schedule:
one-third of the RSUs and/or options will vest each year on the anniversary of
the date of grant, subject to Mr. Kroll's continued employment with the Company
in any capacity. The Program contemplates that the RSU and/or option grants
described above will constitute the sole equity incentive compensation that Mr.
Kroll will be entitled to receive on or after January 1, 2020, the first of
which was granted on February 4, 2020.
The Program also contemplates that if Mr. Kroll remains employed by the Company
in good standing as its SVP, R&D through at least March 31, 2023, then upon Mr.
Kroll ceasing to serve as the Company's SVP, R&D he and the Company will enter
into a Special Advisor Agreement, in the form provided in the Program. The
Special Advisor Agreement will provide that upon ceasing to serve as the
Company's SVP, R&D, Mr. Kroll will be engaged as a full-time employee of the
Company, serving as a non-officer special advisor to the Company for a period of
one year, subject to the terms and conditions thereof. During such time as Mr.
Kroll serves as a special advisor, he will receive a base salary equal to 50% of
his base pay rate as of the date he ceased to serve as SVP, R&D and his
outstanding equity awards will continue to vest and be governed by the
applicable equity incentive plan and award agreements.
The foregoing description of the Program does not purport to be complete and is
qualified in its entirety by reference to the full text of the Individual
Retirement Program, including the form of Special Advisor Agreement attached
thereto, which is filed as Exhibit 10.3 to this Form 8-K and is hereby
incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits


  10.1             2020 Cash Incentive Compensation Plan.
  10.2             2020 Annual Equity Incentive Plan Grants to the Company's
                 Executive Officers.
  10.3             Individual Retirement Program for Werner Kroll.
                 Cover Page Interactive Data File - the cover page XBRL tags are
104              embedded within the Inline XBRL Document

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