QUIDEL CORP /DE/
EXHIBIT 10.32
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>a2109234zex-10_32.htm
<DESCRIPTION>EXHIBIT 10.32
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ma1175_exhibit_10.32"> </A>
<A NAME="toc_ma1175_1"> </A>
<BR></FONT><FONT SIZE=2><B>Exhibit 10.32    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ma1175_agreement_re__change_in_control"> </A>
<A NAME="toc_ma1175_2"> </A>
<BR></FONT><FONT SIZE=2><B>AGREEMENT RE: CHANGE IN CONTROL    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of February&nbsp;27, 2003 and is entered into by and between S. Wayne Kay ("Executive") and
Quidel Corporation, a Delaware corporation (the "Company"). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ma1175_background"> </A>
<A NAME="toc_ma1175_3"> </A>
<BR></FONT><FONT SIZE=2><B>Background    <BR>    </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt of which is hereby acknowledged, it is hereby agreed as follows: </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ma1175_agreement"> </A>
<A NAME="toc_ma1175_4"> </A>
<BR></FONT><FONT SIZE=2><B>Agreement    <BR>    </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Term of Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be effective from the date first written above and, subject to the
provisions of Section&nbsp;4, shall extend to (and thereupon automatically terminate) one (1)&nbsp;day after Executive's termination of employment with the Company for any reason. No termination
of this Agreement shall limit, alter or otherwise affect Executive's rights hereunder with respect to a Change in Control which has occurred prior to such termination, including without limitation
Executive's right to receive the various benefits hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Purpose of Agreement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this Agreement is to provide that, in the event of a "Change in
Control," Executive may become entitled to receive certain additional benefits, as described herein, in the event of his termination under specified circumstances. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;As used in this Agreement, the phrase "Change in Control" shall mean: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;Except
as provided by subparagraph (iii)&nbsp;hereof, the acquisition (other than from the Company) by any person, entity or "group", within the meaning of
Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding, for this purpose, the Company or its subsidiaries, or any executive benefit plan
of the Company or its subsidiaries which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule&nbsp;13d-3 promulgated
under the Exchange Act) of forty percent (40%) or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled
to vote generally in the election of directors; or </FONT></P>

</UL>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;Individuals
who, as of the date hereof, constitute the Board of Directors of the Company (as of the date hereof the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the
Company's stockholders, is or was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial
assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company, as such terms are used in Rule&nbsp;14a-11
of Regulation&nbsp;14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;Approval
by the stockholders of the Company of a reorganization, merger or consolidation with any other person, entity or corporation, other than </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;a
merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of another entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such other entity
outstanding immediately after such merger or consolidation, or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;a
merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires forty percent (40%) or more of the
combined voting power of the Company's then outstanding voting securities; or </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;Approval
by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or other disposition by the Company of all or
substantially all of the Company's assets. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Effect of a Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of a Change in Control, Sections 6 through 13 of this Agreement
shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary
date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section&nbsp;5 below), this Agreement shall terminate and be of no
further force or effect. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Qualifying Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If following, or within thirty (30)&nbsp;days prior to, a Change in Control
Executive's employment with the Company and its affiliated companies is terminated, such termination shall be conclusively considered a "Qualifying Termination" unless: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;Executive
voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated
his employment with the Company and its affiliated companies if, following, or within thirty (30)&nbsp;days prior to, the Change in Control, Executive's overall compensation is reduced or adversely
modified in any material respect or Executive's authority or duties are materially changed, and subsequent to such reduction, modification or change Executive elects to terminate his employment with
the Company and its affiliated companies. For such purposes, Executive's authority or duties shall conclusively be considered to have been "materially changed" if, without Executive's express and
voluntary written consent, there is any substantial diminution or adverse modification in Executive's title, status, overall position, responsibilities, reporting relationship, general working
environment (including without limitation secretarial and staff support, offices, and frequency and mode of travel), or if, without Executive's express and voluntary written consent, Executive's job
location is transferred to a site more than twenty-five (25)&nbsp;miles away from his place of employment thirty (30)&nbsp;days prior to the Change in Control. In this regard as well,
Executive's authority and duties shall conclusively be considered to have been "materially changed" if, without </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<UL>

<P><FONT SIZE=2>Executive's
express and voluntary written consent, Executive no longer holds the same title or no longer has the same authority and responsibilities or no longer has the same reporting
responsibilities, in each case with respect and as to a publicly held parent company which is not controlled by another entity or person. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;The
termination is on account of Executive's death or Disability. For such purposes, "Disability" shall mean a physical or mental incapacity as a result of which
Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3)&nbsp;months after its commencement, is
determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive's inability to designate a physician, Executive's legal representative. In the
absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the
determination as to Disability. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;Executive
is involuntarily terminated for "Cause." For this purpose, "Cause" shall be limited to only three types of events: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;the
willful and deliberate refusal of Executive to comply with a lawful, written instruction of the Board of Directors, which refusal is not remedied by Executive within
a reasonable period of time after his receipt of written notice from the Company identifying the refusal, so long as the instruction is consistent with the scope and responsibilities of Executive's
position prior to the Change in Control; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;an
act or acts of personal dishonesty by Executive which were intended to result in substantial personal enrichment of Executive at the expense of the Company; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;Executive's
conviction of any felony involving an act of moral turpitude. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severance Payment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If Executive's employment is terminated as a result of a Qualifying Termination, the
Company shall pay Executive within thirty (30)&nbsp;days after the Qualifying Termination a cash lump sum equal to two (2)&nbsp;times Executive's Compensation (the "Severance Payment"). </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;For
purposes of this Agreement, Executive's "Compensation" shall equal the sum of (i)&nbsp;Executive's highest annual salary rate with the Company within the three
year period ending on the date of Executive's Qualifying Termination, plus (ii)&nbsp;a "Bonus Increment." The Bonus Increment shall equal the annualized average of all bonuses and incentive
compensation payments paid to Executive during the two (2)&nbsp;year period immediately before the date of Executive's Qualifying Termination under all of the Company's bonus and incentive
compensation plans or arrangements. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;In
lieu of a cash lump sum, Executive may, in his sole discretion, elect to receive the Severance Payment provided by this Section in equal annual installments over
three (3)&nbsp;years. Such installments shall be paid to Executive on each anniversary of the date of Executive's Qualifying Termination, beginning with the first such anniversary and continuing on
each such anniversary thereafter until fully paid. Such election to receive the Severance Payment in installments may be made and/or revoked by Executive at any time prior to the occurrence of a
Change in Control by written notice to the Board of Directors of the Company. Upon the occurrence of a Change in Control, any such election to receive the Severance Payment in installments that has
been made and not revoked prior to the Change in Control shall be irrevocable and binding on both the Company and Executive. In the event that at the time of a Change in Control there is not in effect
an election by Executive to receive the Severance Payment in installments, such Severance Payment shall be paid to Executive in a single cash lump sum as provided in subparagraph (a)&nbsp;above. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The
Severance Payment hereunder is in lieu of any severance payment that Executive might otherwise be entitled to from the Company in the event of a Change in Control
under the Company's applicable severance pay policies, if any, or under any other oral or written agreement; </FONT><FONT SIZE=2><I>provided, however, </I></FONT><FONT SIZE=2>that Executive shall
continue to be entitled to receive the severance pay benefits under the Company's applicable policies, if any, or under another written agreement if and to the extent Executive's termination is not a
Qualifying Termination after, or within thirty (30)&nbsp;days prior to, a Change in Control. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Additional Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;In
the event of a Qualifying Termination, any and all unvested stock options of Executive shall immediately become fully vested and exerciseable. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;In
the event of a Qualifying Termination, Executive shall be entitled to continue to participate in the following executive benefit programs which had been made
available to Executive (including his family) before the Qualifying Termination: group medical insurance, group dental insurance, group-term life insurance, and disability insurance. These
programs shall be continued at no cost to Executive, except to the extent that tax rules require the inclusion of the value of such benefits in Executive's income. The programs shall be continued in
the same way and at the same level as immediately prior to the Qualifying Termination. The programs shall continue for Executive's benefit for two (2)&nbsp;years after the date of the Qualifying
Termination; </FONT><FONT SIZE=2><I>provided, however, </I></FONT><FONT SIZE=2>that Executive's participation in each of such programs shall be earlier terminated or reduced, as applicable, if and to
the extent Executive receives benefits as a result of concurrent coverage through another program. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;In
the event of a Qualifying Termination, Executive shall be entitled to receive from the Company, upon such Termination, the sum of $25,000 to help defray legal fees,
tax and accounting fees, executive outplacement services, and other costs associated with transitional matters. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;In
the event of a Qualifying Termination, the Company shall immediately forgive any and all outstanding principal and interest on the Company's home loan to Kay
(including the "single level of gross up") as referenced in Section&nbsp;6(d) and Exhibit&nbsp;C of Executive's Employment Agreement, dated as of January&nbsp;1, 2001 and as thereafter amended. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Limitation on Payments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding anything to the contrary herein, in the event that the sum aggregate
present value of (i)&nbsp;the Severance Payment payable under Section&nbsp;6 hereof, (ii)&nbsp;any and all additional amount or benefits which may be paid or conferred to or on behalf of
Executive in accordance with Section&nbsp;7 hereof, and (iii)&nbsp;any and all other amounts or benefits paid or conferred to or on behalf of Executive would constitute a "parachute payment"
("parachute payment" as used this Agreement shall be defined in accordance with Section&nbsp;280G(b)(2), or any successor thereto, of the Internal Revenue Code of 1986, as amended), the payments
under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to Executive under this Agreement constitutes a parachute payment; </FONT><FONT SIZE=2><I>provided,
however, </I></FONT><FONT SIZE=2>that no such reduction under this Section&nbsp;8 shall be made if the net after-tax payment (after taking into account Federal, state, local or other
income and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state,
local or other income and excise taxes) to Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment
or absence of a subsequent payment under this Agreement), it is determined that payments hereunder have been reduced by more than the minimum amount required under this Section&nbsp;8, then an
additional payment shall be promptly made to Executive in an amount equal to the excess reduction. All determinations required to be made under this Section&nbsp;8, including whether a payment would
result in a parachute payment and the assumptions to be utilized in arriving at such determination, shall be made and approved within fifteen </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>(15)&nbsp;days
after the Qualifying Termination by both (1)&nbsp;accountants selected by the Company and (2)&nbsp;Executive's designated financial advisor. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Nonsolicitation Covenant.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In consideration of the payments to be made to Executive hereunder, Executive
hereby covenants, for a period of two (2)&nbsp;years following the Qualifying Termination, that he will not, directly or indirectly (whether as an officer, director, employee, individual proprietor,
control shareholder, consultant, partner or otherwise) (i)&nbsp;solicit, recruit or hire-away any employee of the Company or successor of the Company or (ii)&nbsp;solicit, influence or
attempt to influence any person or entity to terminate such person's or entity's contractual and/or business relationship with the Company or successor of the Company. With regard to this
Section&nbsp;9, Executive acknowledges that the provisions herein are reasonable in both scope and duration and necessary to protect the business of the Company or its successor. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Rights and Obligations Prior to a Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Prior to the date which is thirty (30)&nbsp;days
before a Change in Control, the rights and obligations of Executive with respect to his employment by the Company shall be determined in accordance with the policies and procedures adopted from time
to time by the Company and the provisions of any written employment contract in effect between the Company and Executive from time to time. This Agreement deals only with certain rights and
obligations of Executive subsequent, or within thirty (30)&nbsp;days prior to, a Change in Control, and the existence of this Agreement shall not be treated as raising any inference with respect to
what rights and obligations exist prior to the date which is thirty (30)&nbsp;days before a Change in Control. Unless otherwise expressly set forth in a separate written employment agreement between
Executive and the Company, the employment of Executive is expressly at-will, and Executive or the Company may terminate Executive's employment with the Company at any time and for any
reason, with or without cause, provided that if such termination occurs within thirty (30)&nbsp;days prior to or three (3)&nbsp;years after a
Change in Control and constitutes a Qualifying Termination (as defined in Section&nbsp;5 above) the provisions of this Agreement shall govern the payment of the Severance Payment and certain other
benefits as provided herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Non-Exclusivity of Rights.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Subject to Section&nbsp;6(c) hereof, nothing in this Agreement
shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its affiliated companies and for which
Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company or any of its affiliated
companies. Except as otherwise provided in Section&nbsp;6(c) hereof, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan or program of the Company or
any of its affiliated companies at or subsequent to the date of any Qualified Termination shall be payable in accordance with such plan or program. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Full Settlement.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company's obligation to make the payments provided for in this Agreement and otherwise
to perform its obligations hereunder shall not be affected by any set-off, counter-claim, recoupment, defense or other claim, right or action which the Company may have against Executive
or others. In no event shall Executive be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which Executive may reasonably incur as a result of Executive's successful collection efforts to
receive amounts payable hereunder, or as a result of any contest (regardless of the outcome thereof) by the Company or others of the validity or enforceability of, or liability under, any provision of
this Agreement or any guarantee of performance thereof (including as a result of any contest by Executive about the amount of any payment pursuant to this Section). </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Successors</I></FONT><FONT SIZE=2><B>.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;This
Agreement is personal to Executive, and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;The
rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Governing Law.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement is made and entered into in the State of California, and the internal laws of
California shall govern its validity and interpretation in the performance by the parties hereto of their respective duties and obligations hereunder. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Modifications.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be amended or modified only by an instrument in writing executed by all of
the parties hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Dispute Resolution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;</FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;Any
controversy or dispute between the parties involving the construction, interpretation, application or performance of the terms, covenants, or conditions of this
Agreement or in any way arising under this Agreement (a "Covered Dispute") shall, on demand by either of the parties by written notice served on the other party in the manner prescribed in
Section&nbsp;16 hereof, be referenced pursuant to the procedures described in California Code of Civil Procedure ("CCP") Sections&nbsp;638, </FONT><FONT SIZE=2><I>et seq.</I></FONT><FONT SIZE=2>,
as they may be amended from time to time (the "Reference Procedures"), to a retired Judge from the Superior Court for the County of San Diego or the County of Orange for a decision. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;The
Reference Procedures shall be commenced by either party by the filing in the Superior Court of the State of California for the County of San Diego or the County of
Orange of a petition pursuant to CCP Section&nbsp;638(1) (a "Petition"). Said Petition shall designate as a referee a Judge from the list of retired San Diego County and Orange County Superior Court
Judges who have made themselves available for trial or settlement of civil litigation under said Reference Procedures. If the parties hereto are unable to agree on the designation of a particular
retired San Diego County or Orange County Superior Court Judge or the designated Judge is unavailable or unable to serve in such capacity, request shall be made in said Petition that the Presiding or
Assistant Presiding Judge of the San Diego County Superior Court or the Orange County Superior Court, as relevant, appoint as referee a retired San Diego County or Orange County Superior Court Judge
from the aforementioned list. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;Except
as hereafter agreed by the parties, the referee shall apply the internal law of California in deciding the issues submitted hereunder. Unless formal pleadings are
waived by agreement among the parties and the referee, the moving party shall file and serve its complaint within 15&nbsp;days from the date a referee is designated as provided herein, and the other
party shall have 15&nbsp;days thereafter in which to plead to said complaint. Each of the parties reserves its respective rights to allege and assert in such pleadings all claims, causes of action,
contentions and defenses which it may have arising out of or relating to the general subject matter of the Covered Dispute that is being determined pursuant to the Reference Procedures. Reasonable
notice of any motions before the referee shall be given, and all matters shall be set at the convenience of the referee. Discovery shall be conducted as the parties agree or as allowed by the referee.
Unless waived by each of the parties, a reporter shall be present at all proceedings before the referee. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;It
is the parties' intention by this Section&nbsp;16 that all issues of fact and law and all matters of a legal and equitable nature related to any Covered Dispute
will be submitted for determination by a referee designated as provided herein. Accordingly, the parties hereby stipulate that a referee </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>designated
as provided herein shall have all powers of a Judge of the Superior Court including, without limitation, the power to grant equitable and interlocutory and permanent injunctive relief. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;Each
of the parties specifically (i)&nbsp;consents to the exercise of jurisdiction over his person by a referee designated as provided herein with respect to any and
all Covered Disputes; and (ii)&nbsp;consents to the personal jurisdiction of the California courts with respect to any appeal or review of the decision of any such referee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;Each
of the parties acknowledges that the decision by a referee designated as provided herein shall be a basis for a judgment as provided in CCP Section&nbsp;644 and
shall be subject to exception and review as provided in CCP Section&nbsp;645. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Notices.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any notice or communications required or permitted to be given to the parties hereto shall be
delivered personally or be sent by United States registered or certified mail, postage prepaid and return receipt requested, and addressed or delivered as follows, or at such other addresses the party
addressed may have substituted by notice pursuant to this Section: </FONT></P>

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<TR VALIGN="TOP">
<TD WIDTH="48%"><FONT SIZE=2>Quidel Corporation<BR>
10165 McKellar Court<BR>
San Diego, CA 92121<BR>
Attn: President</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="48%"><FONT SIZE=2>S. Wayne Kay<BR>
4034 Lago di Grata Circle<BR>
San Diego, California 92130<BR></FONT>
</TD>
</TR>
</TABLE></DIV>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Captions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The captions of this Agreement are inserted for convenience and do not constitute a part hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Severability.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other
provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of the provisions hereof, shall be held to
be invalid, illegal or unenforceable within any governmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be
invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;Counterparts.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall together constitute one in the same Agreement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>[Remainder
of page left blank intentionally, signatures on following page] </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above in San Diego, California. </FONT></P>

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<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>Quidel Corporation</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="47%"><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2>Title:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="47%"><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><BR>
S. Wayne Kay</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="42%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="6%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="47%"><HR NOSHADE></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<BR>
<P><br><A NAME="03SAN1149_2">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ma1175_1">Exhibit 10.32</A></FONT><BR>
</UL>
<FONT SIZE=2><A HREF="#toc_ma1175_2">AGREEMENT RE: CHANGE IN CONTROL</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ma1175_3">Background</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ma1175_4">Agreement</A></FONT><BR>
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</TEXT>
</DOCUMENT>
