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AGREEMENT RE: CHANGE IN CONTROL
This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of July 19, 2004 and is entered into by and
between Scot M. McLeod ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").
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.