EMPLOYMENT AGREEMENT AND OPTION AGREEMENT
THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT AND OPTION AGREEMENT (this
"Amendment") is made and entered into as of August 13, 2001 (the "Effective Date") by and between QUIDEL
CORPORATION, a Delaware corporation (the "Company"), and ANDRE DE BRUIN, an individual ("de
A. The Company and de Bruin previously entered into that certain Employment Agreement (the "Employment
Agreement") and that certain Stock Option Agreement (the "Option Agreement"), each dated June 9, 1998.
B. The purpose and intent of this Amendment is to amend certain terms of the Employment Agreement, effective
as of the Effective Date hereof, as a result of changes in de Bruin's title, duties and compensation and in the
context of his continuing employment with the Company.
C. It is further intended by the parties that, as long as de Bruin continues to be employed by the Company as
provided herein, he shall continue to vest as to the options granted under the Option Agreement and shall be
deemed for all other purposes under the Option Agreement to be actively employed by the Company.
1. EMPLOYMENT. Section 1 of the Employment Agreement is hereby deleted and replaced with the following:
"THE COMPANY HEREBY ENGAGES AND EMPLOYS DE BRUIN AS ITS EXECUTIVE CHAIRMAN
OF THE BOARD OF DIRECTORS AND DE BRUIN ACCEPTS SUCH EMPLOYMENT AND
POSITION UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN."
2. DUTIES AND RESPONSIBILITIES. The first three (3) sentences of
Section 2 of the Employment Agreement are hereby deleted and are replaced with the following, it being the
intent of the parties that the fourth (4th) sentence of such Section 2 shall remain unamended and in full force and
"IN CONNECTION WITH THE PROJECTS AND TASKS TO BE PERFORMED BY DE BRUIN IN HIS
EXECUTIVE CAPACITY, DE BRUIN SHALL REPORT DIRECTLY TO THE COMPANY'S CHIEF
EXECUTIVE OFFICER (THE "CEO") AND WILL PRIMARILY WORK OUT OF LOCATIONS AND