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

On January 31, 2022, the Compensation Committee of the Board of Directors of Quidel Corporation (the "Company") approved the Company's 2022 cash incentive plan applicable to the Company's executive officers and other members of senior management for the initial six-month period of the Company's fiscal year ending December 31, 2022 (the "2022 Cash Incentive Compensation Plan"). Payout under the 2022 Cash Incentive Compensation Plan is predicated upon achievement of (i) revenue targets, and (ii) EBITDA targets, with each of the foregoing as determined by the Board of Directors and/or its Compensation Committee, for the initial six-month period of the Company's 2022 fiscal year. A description of the 2022 Cash Incentive Compensation Plan and related target bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference herein.

On January 31, 2022, the Compensation Committee also approved the Company's 2022 Annual Equity Incentive Plan (the "2022 Equity Incentive Plan"). The 2022 Equity Incentive Plan provides for grants of equity awards to eligible employees on the Company, including the Company's executive officers, subject to the terms described below and set forth on Exhibit 10.2 hereto.

Under the 2022 Equity Incentive Plan, each participating employee receives equity incentive awards in the form of (i) non-qualified stock options; (ii) time-based restricted stock units; and/or (iii) performance-based restricted stock units. The vesting periods for the equity incentive awards are described on Exhibit 10.2 hereto and are incorporated by reference hereto.

On January 31, 2022, the Compensation Committee also approved the grant of (i) success bonus awards for each of Douglas Bryant, Randall Steward, and Robert Bujarski in the following amounts: Douglas Bryant: $875,500; Randall Steward: $499,550; and Robert Bujarski: $525,000; (ii) integration/retention cash bonus awards for each of Douglas Bryant, Randall Steward, Robert Bujarski, Ratan Borkar and Dr. Werner Kroll in the following amounts: Douglas Bryant: $612,850; Randall Steward: $349,685; Robert Bujarski: $367,500; Ratan Borkar: $194,942.50; and Dr. Werner Kroll: $385,000; and (iii) integration/retention equity awards for each of Douglas Bryant, Robert Bujarski, Ratan Borkar and Dr. Werner Kroll in the following amounts: Douglas Bryant: $2,750,000; Robert Bujarski: $1,500,000; Ratan Borkar: $500,000; and Dr. Werner Kroll: $1,000,000. The success bonus awards will be grossed up for taxes and become payable upon the closing of the transactions contemplated by the Business Combination Agreement, dated December 22, 2021, by and among the Company, Ortho Clinical Diagnostics Holdings plc ("Ortho") and other parties thereto (the "BCA"). The first 25% of the integration/retention cash bonus awards will become payable upon the closing of the transactions contemplated by the BCA, and the remaining 75% upon the first anniversary thereof, subject to the executive officer's continued employment through such dates. The integration/retention equity awards were granted in the form of restricted stock units and will vest with respect to 50% of the award on the second anniversary of the grant date and the remaining 50% in equal annual installments (25% per year) thereafter; provided, however, that (x) the vesting of the restricted stock units is contingent upon the consummation of the transactions contemplated by the BCA having occurred prior to the applicable vesting date, and (y) the restricted stock units will be automatically forfeited in the even the BCA is terminated in accordance with its terms.

The foregoing description of the success bonus awards and the integration/retention bonus and equity awards does not purport to be complete and is qualified in its entirety by reference to the text of the letter agreements to be entered into with the executives, a form of which is filed as Exhibit 10.3 and 10.4 hereto and are incorporated by reference hereto.

On February 1, 2022, the Company and Randall J. Steward, the Company's Chief Financial Officer, entered into an amendment to the Individual Retirement Program (the "Program"), originally entered into on November 22, 2019, to extend the term that Mr. Steward will serve as the Company's Chief Financial Officer beyond March 31, 2022 through the earlier of the consummation of the Ortho Clinical Diagnostics acquisition or the termination of the BCA. In addition, the Program was amended to reflect that upon Mr. Steward ceasing to serve as the Company's Chief Financial Officer he and the Company will enter into a Special Advisor Agreement, in the form previously provided in the Program, provided that he will receive a modified pay rate of $300,000 per year rather than 50% of base salary, and his outstanding equity awards will continue to vest and be governed by the applicable equity incentive plan and award agreements through the one year period following the earlier of consummation of the transaction or termination of the BCA.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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   Exhibit          Description

       10.1           2022 Cash Incentive Compensation Plan
       10.2           2022 Annual Equity Incentive Plan Grants to the Company's Executive
                    Officers
       10.3           Form of Success Fee Letter
       10.4           Form of Integration and Retention Bonus Letter
          104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

The information in this document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed business combination transaction among the Company, Ortho Clinical Diagnostics Holdings plc ("Ortho") and Coronado Topco, Inc. ("Topco") or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Where You Can Find Additional Information

In connection with the proposed business combination transaction among the Company, Ortho and Topco, Topco has filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "Commission") that contains a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, ORTHO AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus will be mailed to the Company's stockholders and Ortho's shareholders when available. The joint proxy statement/prospectus and the other documents filed with the Commission may also be obtained free of charge at the Commission's website, www.sec.gov. In addition, you may obtain free copies of the joint proxy statement/prospectus and the other documents filed by the Company and Ortho with the Commission by requesting them in writing from Quidel Corporation, 9975 Summers Ridge Road, San Diego, California 92121, Attention: Investor Relations, or by telephone at 858-646-8023, or from Ortho Clinical Diagnostics Holdings plc, 1001 Route 202, Raritan, New Jersey 08869, Attention: Investor Relations, or by directing a written request to SVC Ortho-SVC@SARDVERB.com.

The Company and Ortho and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the joint proxy statement/prospectus. Information about Ortho's directors and executive officers and their ownership of Ortho's ordinary shares is also set forth in the joint proxy statement/prospectus. The joint proxy statement/prospectus may be obtained free of charge from the sources indicated above. Information regarding the identity of the potential participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, is included in the joint proxy statement/prospectus, which constitutes a part of the registration statement on Form S-4 filed by Topco with the Commission, as amended from time to time. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed transaction by reading the joint proxy statement/prospectus and other relevant materials filed with the Commission.

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as "may", "will", "would", "expect", "anticipate", "believe", "estimate", "plan", "intend", "continue", or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, the benefits of the business combination transaction involving the Company, Ortho and Topco, including the combined company's future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's and Ortho's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: failure to complete the proposed business combination transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory and stockholder approvals, the

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sanction of the High Court of Justice of England and Wales and satisfaction of other closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed business combination transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of the Company and Ortho generally. Additional risks and factors are identified under "Risk Factors" in the joint proxy statement/prospectus and the Company's Annual Report on Form 10-K filed on February 19, 2021 and subsequent reports filed with the Commission.

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. Neither the Company nor Ortho undertakes an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise, except as required by law.

The City Code on Takeovers and Mergers

The City Code on Takeovers and Mergers does not apply to the proposed business combination.

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