Item 5.02 Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2023, Quidel Corporation ("Quidel"), a wholly owned subsidiary of
QuidelOrtho Corporation (the "Company"), entered into an amended and restated
individual retirement program with Werner Kroll, the Company's Senior Vice
President, Research & Development (the "Retirement Program"). The Retirement
Program extends the term of Dr. Kroll's employment as Senior Vice President,
Research & Development through March 31, 2025 or an earlier transition date.
Under the Retirement Program, in 2023, 2024 and 2025, Dr. Kroll will receive
stock options and/or restricted stock units ("RSUs") with a total then-current
grant value of $1,000,000 in each of such years; provided that Dr. Kroll
continues to be employed by the Company as of such date and that after 2023 such
amount will be increased commensurate with increases for other Senior Vice
Presidents. Within parameters set by the Company, Dr. Kroll will be entitled to
choose the mix of stock options and RSUs that he wishes to receive for each of
2023, 2024 and 2025, and such stock options and RSUs will be subject to
time-based and performance-based vesting requirements, the vesting of which will
accelerate upon meeting designated performance milestones. These stock options
and/or RSUs constitute the sole equity incentive compensation that Dr. Kroll is
entitled to receive on or after January 1, 2023, unless the Company determines
otherwise. The Retirement Program contemplates that if Dr. Kroll remains
employed and in good standing in his position through the target or transition
date, then upon ceasing to serve in his current role, he will enter into a
Special Advisor Agreement, in the form provided in the Retirement Program, and
be engaged as a full-time employee, serving as a non-officer special advisor for
a period of one year at a reduced pay rate and his equity awards will continue
to vest and be governed by the applicable equity incentive plan and award
agreements.
On April 5, 2023, Quidel entered into an amended Special Advisor Agreement with
Randall Steward, a named executive officer of the Company (the "Special Advisor
Agreement"). Pursuant to the Special Advisor Agreement, Mr. Steward continues to
be engaged as a full-time employee, serving as a non-officer special advisor to
the Company's Chief Executive Officer at a pay rate of $300,000 per year for a
term that is expected to expire in March 2024. Under the Special Advisor
Agreement, Mr. Steward's outstanding equity awards will continue to vest and be
governed by the applicable equity incentive plan and award agreements through
March 2024.
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