exv10w1



 





Exhibit 10.1                    




SEPARATION AGREEMENT AND GENERAL RELEASE




     Eric Liebler (the “Employee”) and Questcor Pharmaceuticals, Inc. (the “Company”) hereby agree
to terminate their employment relationship on the following basis:



     1.     Employee’s employment with the Company ceased effective July 31, 2007 due to resignation.



     2.     With respect to outstanding business expenses, if any, Employee agrees that on or before
August 31, 2007, he will submit a final expense reimbursement statement reflecting any outstanding
business expenses incurred through his termination date, along with the appropriate receipts and
necessary supporting documentation. The Company will provide reimbursement for appropriate
business expenses pursuant to its current business policies and practices.



     3.     Other than any such outstanding expenses, Employee represents and agrees that he has
received all compensation owed to him by the Company through his termination date, including any
and all wages, bonuses, incentives, commissions, earned but unused vacation, and any other
payments, benefits, or other compensation of any kind to which he was entitled from the Company.



     4.     Employee represents to the Company that he is signing this Separation Agreement and General
Release (this “Agreement”) voluntarily. The company is providing valid consideration for this
Agreement.



     5.     Conditioned on Employee’s execution, without subsequent revocation, of this Separation
Agreement and General Release and Employee’s compliance with the terms of this Agreement, the
Company will:




	 	(a)	 	Provide Employee with six (6) months severance in the form of
salary continuation at his current rate of pay, less legally required
withholdings, payable on regularly scheduled paydays occurring between August
1, 2007 and December 31, 2007. Employee will receive both his fifth and sixth
month of severance pay in December 2007;
	 
	 	(b)	 	Pay the medical, dental and vision insurance premiums
for continued insurance coverage for Employee and his currently insured
dependents for the period of August 1 through December 31, 2007, provided that
Employee makes a timely election to continue such coverage for himself and/or
for his dependents under the Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”);




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	 	(c)	 	Engage Employee as a consultant pursuant to the terms and conditions
set forth in the parties’ Consulting Agreement effective August 1, 2007; and
	 
	 	(d)	 	Allow Employee to continue to vest stock options under the three
stock option grants he received on August 1, 2006, November 13, 2006 and
February 9, 2007, respectively, while working for the Company as a consultant
pursuant to the terms of the Company’s Incentive Stock Option Plan.





     Upon Employee’s acceptance or commencement of other full-time employment during the
Severance Period, except for that as referenced in 5(c), all further salary continuation or
insurance premium payments shall cease. Employee will not accrue any additional benefits,
including but not limited to vacation or holiday pay during the Severance Period.



     6.     Should Employee fail to execute this Agreement within the time frame provided or
should Employee subsequently revoke or breach this Agreement, both this Agreement and the
Consulting Agreement will immediately become null and void, and any and all consideration provided
under either Agreement must be immediately returned.



     7.     The parties acknowledge that Employee currently has twenty thousand eight hundred
thirty-three (20,833) fully vested options to purchase shares of the Company’s common stock, which
options are exercisable at the price of ninety cents ($0.90) per share. Employee’s stock option
rights shall be subject to the terms and conditions set forth in the Stock Option Agreement and the
applicable Stock Option plan.



     8.     Employee understands that the Company’s Proprietary Information and Inventions Agreement
and the Company’s Policy Against Insider Trading which he signed during his employment contain
obligations which will continue in full force and effect both while Employee serves as a consultant
and after the effective date of the termination of his consultancy. Employee and Company’s
officers and directors agree to comply with all such continuing obligations and further agree that
in the future they will not libel, slander, disparage or talk negatively about the other party.



     9.     In exchange for the consideration described above, which Employee would not otherwise be
entitled to receive, Employee does hereby forever irrevocably and unconditionally fully release and
discharge the Company and its predecessors, successors, subsidiaries, and their past and current
officers, directors, agents, employees, partners, shareholders, and affiliates (the “Released
Parties”), from any and all causes of action, claims, suits, demands or other obligations or
liabilities of every kind and nature (including without limitation attorneys’ fees and costs),
whether known or unknown, that Employee ever had, now has, or may in the future have that arose on
or before the date Employee signs this Agreement, regarding any aspect of his employment,
compensation, the termination of his employment with the Company, his August 1, 2006 offer letter
from the Company, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities
Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C.



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section 1981, the Fair Labor Standards Acts, the WARN Act, the California Fair Employment and Housing Act, California Government Code section 12900, et seq., the Unruh Civil Rights
Act, California Civil Code section 51, all provisions of the California Labor Code; all New Jersey
laws regarding fair employment practices, employment discrimination, civil rights and equal rights,
the Employee Retirement Income Security Act, 29 U.S.C. section 1001, et seq., all as amended, any
other federal, state or local law, regulation or ordinance or public policy, contract, tort or
property law theory, or any other cause of action whatsoever that arose on or before the date
Employee signs this Agreement.




     10.     It is further understood and agreed that as a condition of this Agreement, all rights
under Section 1542 of the Civil Code of the State of California are expressly waived by Employee.
Such Section reads as follows:



“A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”



     Employee further expressly waives any and all rights he may have under any other statute or
common law principle of any other state which is of similar force and effect as California Civil
Code section 1542. Thus, for the purpose of implementing a full and complete release and discharge
of the Released Parties, Employee expressly acknowledges that this Agreement is intended to include
and does include in its effect, without limitation, all claims which Employee does not know or
suspect to exist in his favor against the Released Parties at the time of execution hereof, and
that this Agreement expressly contemplates the extinguishment of all such claims.



     11.     Employee agrees to withdraw with prejudice all complaints or charges, if any, he has filed
against any of the Released Parties with any agency or court. Employee agrees that he will not
file any lawsuit, complaint, or charge against any Released Party based on the claims released in
this Separation Agreement and General Release.



     12.     The release in this Agreement includes, but is not limited to, claims arising under
federal, state or local law for age, race, sex or other forms of employment discrimination and
retaliation. In accordance with the Older Workers Benefit Protection Act, Employee hereby
knowingly and voluntarily waives and releases all rights and claims, known or unknown, arising
under the Age Discrimination in Employment Act of 1967, as amended, which he might otherwise have
had against the Released Parties. Employee is hereby advised that he should consult with an
attorney before signing this Agreement and that he has 21 days in which to consider and accept this
Agreement by signing and returning this Agreement to Fredric Storch. In addition, Employee has a
period of seven days following his execution of this Agreement in which he may revoke the
Agreement. If Employee does not advise Fredric Storch by a writing



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received by him within such seven day period of Employee’s intent to revoke the Agreement, the Agreement will become effective
and enforceable upon the expiration of the seven days.




     13.     Employee acknowledges that this Agreement will be filed by the Company with the Securities
and Exchange Commission in accordance with the Company’s filing obligations under the Securities
Exchange Act of 1934.



     14.     Employee represents that he has returned to the Company all proprietary or confidential
information and property of the Company, including but not limited to all keys to the office and
leased automobile, all fobs, credit cards, files, records, access cards, equipment and other
Company owned property, records or information in his possession, including all copies thereof in
whatever form, including any and all electronic copies, with the exception of the Company’s laptop
computer, which Employee may retain. Employee represents that he will not retain in any form,
weather electronic or otherwise, any Company documents or information subsequent to the cessation
of his consultancy. The severance payments referenced above cannot be commenced until all Company
property has been returned to the Company.



     15.     Any and all disputes connected with, related to or arising from this Separation Agreement
and General Release will be settled by final and binding arbitration in accordance with the rules
of the American Arbitration Association as presently in force. Any such arbitration will take
place in Alameda County, California. The parties hereby incorporate into this agreement all of the
arbitration provisions of Section 1283.05 of the California Code of Civil Procedure. Each side
will bear its own attorneys’ fees, and the arbitrator will not have authority to award attorneys’
fees unless a statutory section at issue in the dispute authorizes the award of attorneys’ fees to
the prevailing party, in which case the arbitrator has authority to make such award as permitted by
the statute in question. The arbitration shall be instead of any civil litigation; this means that
all parties are waiving any right a jury trial, and that the arbitrator’s decision shall be final
and binding to the fullest extend permitted by law and enforceable by any court having jurisdiction
thereof. Judgment upon any award rendered by the arbitrators may be entered in any court having
jurisdiction.



     16.     This Separation Agreement and General Release shall not be construed against any party
merely because that party drafted or revised the provision in question, and it shall not be
construed as an admission by the Released Parties of any improper, wrongful, or unlawful actions,
or any other wrongdoing against Employee, and the Released Parties specifically disclaim any
liability to or wrongful acts against Employee.



     17.     This Agreement may be modified only by written agreement signed by both parties.



     18.     In the event any provision of this Agreement is void or unenforceable, the remaining
provisions shall continue in full force and effect.



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     19.     This Separation Agreement and General Release, along with Company’s Invention and
Non-Disclosure Agreement and proposed Consulting Agreement, which are incorporated herein by this
reference, constitute the entire agreement between the parties regarding the subject matter hereof, and supersede any and all prior and contemporaneous oral
and written agreements.



	 	 	 	 	 	 
	 

	 	 	 	EMPLOYEE	 
	 
	 	 	 	 	 
	Dated:

	 	August 3, 2007
	 	/s/ Eric Liebler	 
	 

	 	 
	 	 	 
	 

	 	 	 	Eric Liebler	 
	 
	 	 	 	 	 
	 

	 	 	 	QUESTCOR PHARMACEUTICALS, INC.	 
	 
	 	 	 	 	 
	Dated:

	 	August 3, 2007
	 	/s/ Fredric Storch	 
	 

	 	 
	 	 	 
	 

	 	 	 	Fredric Storch	 







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