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EXHIBIT 10.29
CONFIDENTIAL DISCUSSION
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as
of September 1, 1998 (the "EFFECTIVE DATE"), by and between QUIDEL CORPORATION,
a Delaware corporation (the "COMPANY"), and CHARLES BOWDEN, an individual
("BOWDEN").
1. EMPLOYMENT. The Company hereby engages Bowden as its Vice President,
Technology and Business Development and Chief Medical Officer and Bowden accepts
such employment upon the terms and subject to the conditions set forth in this
Agreement.
2. DUTIES AND RESPONSIBILITIES. Bowden will report directly to the
President and Chief Executive Officer. Bowden shall be responsible for
identifying, assessing and negotiating external new business, technology and
product opportunities. Bowden will serve as the Company's Chief Medical Officer.
In addition, Bowden shall perform such other duties and functions consistent
with his role as may from time to time be assigned to him by the President and
Chief Executive Officer. Bowden agrees that during the course of the Company's
business hours throughout the term of this Agreement, he will devote the whole
of his time, attention and efforts to the performance of his duties and
obligations hereunder. Bowden shall not, without the prior written approval of
the President and Chief Executive Officer, 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 Bowden of his
duties and obligations hereunder; provided, however, that Bowden may serve on
the board of directors of one for-profit corporation and one non-profit
organization of his choice; so long as such commitments do not unreasonably
interfere with Bowden's duties and responsibilities to the Company and the Board
of Directors does not object to Bowden's directorship based upon reasonable
concerns relating to the nature of the company in question or its business.
3. COMPENSATION.
(a) SALARY. For all services to be rendered by Bowden under this
Agreement, the Company agrees to pay Bowden, beginning September 1, 1998, a
salary (the "BASE SALARY") equal to Two Hundred and Fifteen Thousand Dollars
($215,000) per year, payable in the Company's normal payroll cycle, less all
amounts required by law to be withheld or deducted. The Compensation Committee
of the Board of Directors shall review Bowden's Base Salary on about April 1,
1999 and yearly thereafter. The Compensation Committee, in its sole and absolute
discretion from time to time, may increase (but not decrease without Bowden's
prior written consent) Bowden's Base Salary.
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(1) In addition to Bowden's salary, the Company agrees to
pay Bowden a one-time sign-up bonus of $25,000 in cash payable to the
order of Bowden, on his first day of employment by the Company.
(2) Bowden 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
of up to 30% of Bowden's Base Salary, as determined by the Compensation
Committee of the Board of Directors. Calculation and payment of the
bonus is subject to achievement of the goals set from year to year by
the Compensation Committee for the relevant fiscal year.
(b) STOCK OPTIONS. The Compensation Committee of the Board of Directors
of the Company granted Bowden Incentive and Nonqualified Stock Options to
purchase up to 200,000 shares of Common Stock of the Company under the terms and
conditions set forth in that certain Stock Option Agreement executed by the
Company and Bowden concurrently with this Agreement, a copy of which is attached
hereto as Exhibit A.
(c) BENEFITS.
During the Term of Bowden's employment hereunder:
(1) Bowden shall be entitled to four weeks annual vacation leave
consistent with the Company's policies for other senior executives of
the Company.
(2) The Company shall pay or reimburse Bowden for all reasonable
and necessary travel and other business expenses incurred or paid by
Bowden 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.
Additionally, Bowden shall be entitled to receive an annual $2,500 tax
consulting and preparation allowance.
(3) Commencing on the date of this Agreement, the Company shall
provide and pay for the annual cost of premiums for health, dental and
medical insurance coverage for Bowden and Bowden's dependents consistent
with the coverage generally made available by the Company to senior
executives of the Company.
(4) In addition to the benefits set forth above, Bowden 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.
4. RELOCATION: Upon Bowden's physical relocation to San Diego and for a
period of six months, the Company will reimburse Bowden for all mortgage
interest, property taxes, reasonable property maintenance costs and reasonable
selling and closing costs associated with
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relocation, up to six months temporary living and moving costs from San
Francisco to San Diego including reasonable costs associated with the purchase
of a new home in San Diego (such as allocable closing costs and up to one
"point" in up-front financing costs, but excluding real estate broker
commissions and fees). To the extent that any of the foregoing is taxable income
to Bowden, the Company will pay to Bowden an additional amount in cash (the
"GROSS-UP PAYMENT") equal to the sum of (i) the federal, state and local taxes
payable by Bowden as a result of the benefits set forth in this Section 4, plus
(ii) all Attributable Taxes. For purposes hereof, "ATTRIBUTABLE TAXES" means all
taxes payable by Bowden as a result of receipt of the Gross-Up Payment. Bowden
must submit customary and reasonable documentation, including proof of payment,
for any and all such reimbursements.
5. AT WILL EMPLOYMENT. The Company and Bowden acknowledge and agree that
Bowden's employment by the Company is expressly "at will" and not for a
specified term. This means that either party may terminate Bowden's employment
at any time, with or without cause. Any termination of Bowden's employment is,
however, subject to the terms and provisions of this Agreement.
6. INVENTIONS.
(a) DISCLOSURE. Bowden will disclose promptly to the Company each
Invention (as defined below), whether or not reduced to practice, that is
conceived or learned by Bowden (either alone or jointly with others) during the
term of his employment by the Company. Further, Bowden will disclose in
confidence to the Company all patent applications filed by or on behalf of
Bowden 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, made or produced by Bowden (alone or in conjunction with others)
during the duration of Bowden's employment and for a period of one (1) year
thereafter, and which:
(1) relates at the time of conception or reduction to
practice of the invention, in any manner, to the business of the
Company, including actual or demonstrably anticipated research or
development;
(2) results from or is suggested by work performed by
Bowden for or on behalf of the Company; or
(3) 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.
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(b) COMPANY PROPERTY; ASSIGNMENT. Bowden 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. Bowden hereby assigns all of his right, title and interest in any
such Inventions to the Company.
(c) EXCLUSION NOTICE. The assignment by Bowden 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,
Bowden is not required to assign an idea or invention for which all of the
following are applicable:
(1) No equipment, supplies, facility or trade secret
information of the Company was used and the invention or idea was
developed entirely on Bowden's own time;
(2) The invention or idea does not relate to the business
of the Company;
(3) The invention or idea does not relate to the Company's
actual or demonstrably anticipated research or development; and
(4) The invention or idea does not result from any work
performed by Bowden 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. Bowden agrees to
assist the Company (at the Company's expense) in any 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, Bowden 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. Bowden'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
Bowden at a reasonable rate after such termination for the time actually spent
by Bowden at the Company's request on such assistance. Bowden hereby irrevocably
appoints the Company, and its duly authorized officers and agents, as Bowden's
agent and attorney-in-fact to act for and on behalf of Bowden in filing all
patent applications, applications for copyright protection and registration
amendments, renewals, and all other appropriate documents in any way related to
Inventions.
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8. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Except in the performance
of his duties hereunder, Bowden 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 Bowden 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 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 without Bowden's
breach of any obligation of confidentiality owed to the Company; (ii) was known
to Bowden prior to his original employment by the Company; (iii) becomes known
to Bowden from a source other than the Company (which is not breaching an
obligation to the Company) and which Bowden learns of outside the scope of his
employment with the Company; or (iv) is required to be disclosed by law or other
governmental authority.
9. RETURN OF MATERIALS AT TERMINATION. In the event of any termination
of Bowden's employment for any reason whatsoever, Bowden will promptly deliver
to the Company all documents, data, and other information pertaining to
Inventions and Confidential Information. Bowden 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.
10. NON-SOLICITATION. Bowden 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; (b) usurp any opportunity of the Company of which
Bowden 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 restrict or cancel the
business of any such account, customer or client with the Company.
11. REMEDIES UPON BREACH. In the event of any breach by Bowden of
Section 8 or 9 of this Agreement, the Company will be entitled, if it so elects,
to institute and prosecute proceedings in any court of competent jurisdiction,
either in law or in equity, to enjoin Bowden from violating such terms of this
Agreement, to enforce the specific performance by Bowden of such terms of this
Agreement, and to obtain damages, or any of them, but nothing contained herein
will be construed to prevent such remedy or combination of remedies as the
Company may elect to invoke.
12. 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.
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13. 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:
To the Company: QUIDEL CORPORATION
10165 McKellar Court
San Diego, CA 92121
Attention: Chief Executive Officer
To Bowden: Charles Bowden
2608 Warring Street
Berkeley, CA 94704
14. ASSIGNMENT. This Agreement may not be assigned by Bowden. This
Agreement will be binding upon the Company's successors and assigns.
15. ENTIRE AGREEMENT. This Agreement, together with the Stock Option
Agreement attached hereto as Exhibit A, supersedes any and all prior written or
oral agreements between Bowden and the Company, and contains the entire
understanding of the parties hereto with respect to the terms and conditions of
Bowden's employment with the Company.
16. GOVERNING LAW. This Agreement will be construed and enforced in
accordance with the internal laws and decisions of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, in counterparts, each of which will be deemed an original, as of the
Effective Date.
QUIDEL CORPORATION, a Delaware corporation
By:
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for the Compensation Committee
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Charles Bowden
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EXHIBIT A
Stock Option Agreement
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QUIDEL CORPORATION
NOTICE OF GRANT OF STOCK OPTIONS ID: 94-2573850
AND OPTION AGREEMENT 10165 McKellar Court
San Diego, CA 92121
CHARLES H. BOWDEN OPTION NUMBER: 002059
2608 WARRING STREET PLAN: 98
BERKELEY, CA USA 94704 ID: ###-##-####
Effective 9/1/98, you have been granted a(n) Incentive Stock Option to buy
167,072 shares of QUIDEL CORPORATION (the Company) stock at $2.5625 per share.
The total option price of the shares granted is $428,122.00.
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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12,500 Quarterly 12/1/98 9/1/08
39,024 Quarterly 12/1/99 9/1/08
39,024 Quarterly 12/1/00 9/1/08
39,024 Quarterly 12/1/01 9/1/08
37,500 Quarterly 9/1/02 9/1/08
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
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QUIDEL CORPORATION Date
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Charles H. Bowden Date
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QUIDEL CORPORATION
NOTICE OF GRANT OF STOCK OPTIONS ID: 94-2573850
AND OPTION AGREEMENT 10165 McKellar Court
San Diego, CA 92121
CHARLES H. BOWDEN OPTION NUMBER: 002060
2608 WARRING STREET PLAN: 98
BERKELEY, CA USA 94704 ID: ###-##-####
Effective 9/1/98, you have been granted a(n) Non-Qualified Stock Option to buy
32,928 shares of QUIDEL CORPORATION (the Company) stock at $2.5625 per share.
The total option price of the shares granted is $84,378.00.
Shares in each period will become fully vested on the date shown.
Shares Vest Type Full Vest Expiration
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0 Quarterly 12/1/98 9/1/08
10,976 Quarterly 12/1/99 9/1/08
10,976 Quarterly 12/1/00 9/1/08
10,976 Quarterly 12/1/01 9/1/08
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.
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QUIDEL CORPORATION Date
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Charles H. Bowden Date