September 28, 2005 George Stuart 3260 Whipple Road Union City, California 94587 RE: Severance Agreement Dear George:
EXHIBIT 10.50
[QUESTCOR LETTERHEAD]
September 28, 2005
Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
0000 Xxxxxxx Xxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Dear Xxxxxx:
In addition to the terms and conditions of your employment with Questcor Pharmaceuticals, Inc. (the
“Company”) which are set forth in your Offer Letter dated September 27, 2005, and Change-in-Control
Agreement dated September 28, 2005, which are incorporated herein, the Company agrees to provide
you severance in the event that the following conditions are met.
In the event (1) your employment is terminated by the Company other than (a) for Cause (as defined
below) or (b) as a result of your permanent and total disability within the meaning of Section
422(c)(6) of the Internal Revenue Service Code of 1986, as amended (the “Code”), or (c) you resign
your employment upon 30 days’ prior written notice to the Company for Good Reason (as defined
below), during your first three years of employment, you will receive severance compensation
totaling Six (6) months of base salary. In the event (2) your employment is terminated by the
Company other than (a) for Cause (as defined below) or (b) as a result of your disability within
the meaning of Section 422(c)(6) of the Code, or (c) you resign your employment upon 30 days’
prior written notice to the Company for Good Reason (as defined below), after your first three
years of employment, you will receive severance compensation totaling Twelve (12) months of base
salary.
As a condition precedent to receiving severance compensation, you will be required to execute a
general release (in a form prepared by counsel for the Company) of claims against the Company and
its officers, directors, agents and shareholders. Such general release will not include rights to
vested options or claims for any compensation earned (including, without limitation, accrued
vacation), or reimbursement of expenses incurred, through the date of termination. Severance
compensation will be paid in accordance with normal payroll procedures. If you are reemployed at
any time during the severance period, all further severance compensation payments shall immediately
cease.
“Cause” will mean termination of your employment for any one or more of the following: (a) habitual
or material neglect of your assigned duties (other than by reason of disability) or intentional
refusal to perform your assigned duties (other than by reason of disability)
which continues uncured for 30 days following receipt of written notice of such deficiency or
“Cause” event from the Board of Directors, specifying in detail the scope and nature of the
deficiency or the “Cause” event; (b) an act of dishonesty intended to result in your gain or
personal enrichment; (c) personally engaging in illegal conduct which causes material harm to the
reputation of the Company or its affiliates; (d) committing a felony or gross misdemeanor directly
relating to, an act of dishonesty or fraud against, or a misappropriation of property belonging to,
the Company or its affiliates; (e) personally engaging in any act of moral turpitude that causes
material harm to the reputation of the Company; (f) intentionally breaching in any material respect
the terms of any nondisclosure agreement with the Company; or (g) commencement of employment with
another Company while an employee of the Company without the prior consent of the Board of
Directors. Any determination of “Cause” as used herein will be made only in good faith by the
Board of Directors.
“Good Reason” will mean the removal of your title of Vice President of Finance, Chief Financial
Officer without your written consent; provided, however, that Good Reason shall not exist as a
result of any reduction of your authority, duties or responsibilities so long as you retain the
title of Vice President of Finance, Chief Financial Officer of the Company.
This letter, your Offer Letter, your Change-in-Control Agreement, your stock option grant dated
September 27, 2005, and any future stock option grants, constitute the entire agreement between you
and the Company regarding the terms and conditions of your employment with the Company and
supersede any other agreement or promises made to you by anyone, whether oral or written, express
or implied.
This Agreement shall be interpreted, construed and administered in a manner that satisfies the
requirements of Sections 409A of the Code, and the Treasury Regulations there under.
Please sign and date this letter, and return it to me a soon as possible acknowledging your
understanding and acceptance of the terms and conditions set forth above.
Sincerely,
/s/ XXXXX X. FARES |
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Xxxxx X. Fares |
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President and CEO
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Date: September 28, 2005 | |
Agreed: |
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/s/ XXXXXX XXXXXX |
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Xxxxxx Xxxxxx |
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Vice President of Finance, |
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Chief Financial Officer
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Date: September 28, 2005 |