8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2015

QUIDEL CORPORATION

(Exact name of Registrant as specified in its Charter)

Delaware (State or Other Jurisdiction  of Incorporation)	0-10961 (Commission  File Number)	94-2573850 (IRS Employer  Identification No.)
12544 High Bluff Drive, Suite 200 San Diego, California (Address of Principal Executive Offices)		92130 (Zip Code)
Registrant's telephone number, including area code: (858) 552-1100
	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Effective February 5, 2015, the Compensation Committee of the Board of Directors of Quidel Corporation (the “Company”) approved the Company’s 2015 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, 2015 (the “2015 Cash Incentive Compensation Plan”).  Payout under the 2015 Cash Incentive Compensation Plan is predicated upon achievement of (i) revenue targets for core products, (ii) revenue targets for new products, (iii) an earnings-per-share goal, and (iv) defined impact goals, with each of the foregoing as determined by the Board of Directors and/or its Compensation Committee, for the Company’s 2015 fiscal year.  A description of the 2015 Cash Incentive Compensation Plan and related target bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference herein.

In addition, a description of the Company’s current Employee Deferred Bonus Compensation Program, applicable for 2015 and as previously adopted by the Compensation Committee for prior years, is set forth on Exhibit 10.2 hereto and is incorporated by reference herein (the “2015 Employee Deferred Bonus Compensation Program”).

On February 5, 2015, the Compensation Committee also approved the Company’s 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”). The 2015 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 10.3 hereto.

Under the 2015 Equity Incentive Plan, each participating employee receives equity incentive awards in the form of (i) non-qualified stock options; and (ii) time-based restricted stock units. The vesting period for the non-qualified stock options and restricted stock units is over four years with the first 50% of such equity awards vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter.

On February 5, 2015, the Compensation Committee approved an increase in the annual base salary for each of the Company’s executive officers, with all such annual base salary increases effective as of the Company’s pay period beginning on February 9, 2015 (collectively and as set forth on Exhibit 10.4 hereto, the “2015 Annual Base Salaries”). The 2015 Annual Base Salaries are set forth on Exhibit 10.4 hereto and are incorporated by reference herein.

Item 9.01     Financial Statements and Exhibits.

	(d)    Exhibits.
	The following exhibit is furnished with this current report on Form 8-K:
Exhibit Number	Description of Exhibit
10.1	2015 Cash Incentive Compensation Plan.
10.2	2015 Employee Deferred Bonus Compensation Program.
10.3	2015 Equity Incentive Plan Grants to the Company’s Executive Officers.
10.4	2015 Annual Base Salaries for the Company’s Executive Officers, effective as of February 9, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 9, 2015

	QUIDEL CORPORATION
By:	/s/ Robert J. Bujarski
Name:	Robert J. Bujarski
Its:	Senior Vice President, Business Development and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	2015 Cash Incentive Compensation Plan.
10.2	2015 Employee Deferred Bonus Compensation Program.
10.3	2015 Equity Incentive Plan Grants to the Company’s Executive Officers.
10.4	2015 Annual Base Salaries for the Company’s Executive Officers, effective as of February 9, 2015.

EX-10.1

Exhibit 10.1

2015 Cash Incentive Compensation Plan

Eligible Employees: All non-Section 16 officers (“Vice Presidents”) and senior executives (Section 16) officers (“Executive Officers”) of the Company are eligible for participation in the Company’s 2015 Cash Incentive Compensation Plan.

Applicable Period: The 2015 Cash Incentive Plan applies to performance during the Company’s fiscal year ending December 31, 2015.

Components of the Plan and Criteria to Fund: The 2015 Cash Incentive Compensation Plan consists of the following four components (1) revenue performance on core products, (2) revenue performance on new products, (3) earnings- per-share, and (4) defined impact goals. Each component of the 2015 Cash Incentive Compensation Plan includes targets at minimum, plan, and maximum payout. The minimum targets serve as the threshold upon which the incentive pool will begin to fund for that component. Achievement of the components at plan/target will earn the target cash incentive opportunity. Payout will be calculated along a linear continuum from minimum to plan/target and from plan/target to maximum with the maximum target serving as the point at which the management team will earn the highest possible cash incentive opportunity.

The minimum performance target must be met in order for a portion of the bonus to be paid relative to any one of the four components. Each component will be measured separately. Bonus payout to Executive Officers will be based seventy (70%) percent on achievement of revenue and earnings-per-share goals and thirty (30%) percent on corporate impact goals. Bonus payout to Vice Presidents will be based seventy (70%) percent on achievement of revenue and earnings-per-share goals and thirty (30%) percent on individual impact goals.

The following table below represents the target bonus and maximum bonus for each of the Company’s Vice Presidents and above and as a percent of such employee’s annual base salary.

Executive Officer	Target	Maximum
President and CEO	100%	150%
Executive Officers (other than President and CEO)	60%	90%
Vice Presidents	40%	60%

EX-10.2

Exhibit 10.2

2015 Employee Deferred Bonus Compensation Program

Eligible Employees and Time for Election: All members of Quidel Corporation’s (the “Company’s”) management review board may elect to participate in this deferred compensation program (this “Program”). Elections must be made and received by the Company no later than December 31, 2014. After December 31, 2014, all employee elections become irrevocable and may not be withdrawn.

Bonus Amount to Be Deferred: Eligible employees may elect to receive 50% or 100% of the cash value of his or her 2015 cash bonus (the “Covered Bonus”) (payable (if applicable) per the terms and conditions of the Company’s 2015 Cash Incentive Compensation Plan) in the form of fully vested, restricted stock units (the “Converted RSUs”) plus an additional premium on such percentage of the Covered Bonus as additional restricted stock units, which are subject to a one-year vesting requirement (the “Premium RSUs”).

Applicable Premium: The additional premium applicable to the Premium RSUs shall be determined based on the length of time of the deferral period (between the date of grant and the date the shares of common stock underlying the RSUs are selected to be issued) selected by the participating employee as follows: (i) if one (1) year from the date of grant, a premium of 10% on the amount deferred of the Covered Bonus, (ii) if two (2) years from the date of grant, a premium of 20% on the amount deferred of the Covered Bonus, or (iii) if four (4) years from the date of grant, a premium of 30% on the amount deferred of the Covered Bonus.

Vesting Schedule: The Converted RSUs will be fully vested on the grant date. The Premium RSUs will be fully vested on the first anniversary of the grant date.

Issuance of Shares of Common Stock Underling the RSUs: Subject to the terms and conditions in the grant award agreement, the issuance of the shares of common stock underlying Converted RSUs will be issued as soon as administratively practicable after the earliest of (1) the end of the deferral period selected by the participating employee, (2) the participating employee’s separation from service to the Company (as described in Section 409A(a)(2)(A)(i) of the Internal Revenue Code, as amended (the “Code”) and related guidance thereunder), and (3) a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company (as described in Code Section 409A(a)(2)(A)(v) and related guidance thereunder) (a “Change in Control”). The shares of common stock underlying the Premium RSUs will have the same applicable issuance periods as outlined in the foregoing sentence for Converted RSUs with acceleration of the one-year vesting requirement in connection with a Change in Control, provided, however, that if a participating employee’s service is terminated for any reason (outside of a Change in Control) prior to the one-year vesting requirement, the Premium RSUs shall be forfeited and cancelled as of the date of such termination of service.

Additional Terms and Acknowledgments: Each participating employee acknowledges and agrees that the awards provided under the Program shall be pursuant to the terms of a Grant Notice and an Award Agreement and further governed by the Program and the Company’s 2010 Amended and Restated Equity Incentive Plan.

EX-10.3

Exhibit 10.3

2015 Equity Incentive Plan

The 2015 Equity Incentive Plan provides for the issuance of equity incentive awards in the form of (i) non-qualified stock options; and (ii) time-based restricted stock units.

Executive Officer	Time-Based Restricted Stock Units (# shares)	Non-Qualified Stock Options (# shares)
Douglas Bryant President and Chief Executive Officer	12,815	93,847
Robert Bujarski Senior Vice President, Business Development and General Counsel	4,805	35,192
Werner Kroll Senior Vice President, Research and Development	4,805	35,192
Mark Smits Senior Vice President, Commercial Operations, North America	4,485	32,846
Randall Steward Chief Financial Officer	5,339	39,103
John Tamerius Senior Vice President, Clinical and Regulatory Affairs	4,485	32,846

The vesting period for the non-qualified stock options and restricted stock units is over four years with the first 50% of such equity awards vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter.

EX-10.4

Exhibit 10.4

2015 Annual Base Salaries

Executive Officer	Prior Base Salary	2015 Base Salary
Douglas C. Bryant President and Chief Executive Officer	$526,738	$542,540
Robert J. Bujarski Senior Vice President, Business Development and General Counsel	$335,000	$345,050
Werner Kroll Senior Vice President, Research and Development	$330,000	$339,900
Mark Smits Senior Vice President, Commercial Operations, North America	$325,000	$334,750
Randall Steward Chief Financial Officer	$335,000	$345,050
John D. Tamerius Senior Vice President, Clinical and Regulatory Affairs	$305,000	$314,150