exv10w1






Exhibit 10.1









REVISED




October 15, 2009




David Young

3912 Nelson House Road

Ellicott City, MD 21043




Dear David:



Questcor is pleased to extend an offer of employment to you for the position of Chief Scientific
Officer. Your hire date will be October 30, 2009. You will report to Don Bailey, President &
Chief Executive Officer. You will work out of the Maryland office and your position will involve
travel.



You will receive a gross, base salary of $17,000.00 on a semi-monthly basis, which equates to
$408,000 on an annualized basis. A copy of the Questcor Pharmaceuticals, Inc. Compensation Policy
and Process is attached. Please note that the policy contains the following provision “Employees
hired during the first nine months of a calendar year are eligible for bonus awards. To calculate
the target bonus award, the target bonus percentage established for that employee would be
multiplied by the salary earned for that partial calendar year.” In accordance with this Policy
and Process, you will be eligible for an incentive bonus of up to 60% of earned base compensation.
This bonus will be based on the attainment of specific milestones during the calendar year. The
milestones will be communicated to you in writing by your manager and will be updated as part of
the performance review process. Questcor will provide you with an indemnification equivalent to
that provided to other senior management and pursuant to the Company’s Directors and Officers
insurance policies. An agreement regarding Change of Control and Severance will be provided to you
under separate cover.



You will be eligible to participate in the Company’s group health plan on the first of the month
following your date of hire. You will also be eligible to participate in the Company’s 401k
savings plan and Employee Stock Purchase Plan. You will accrue paid vacation and receive paid
Company holidays and other benefits as set forth in the Company’s Employee Handbook.



Your manager will recommend that the Company’s Board of Directors approve a stock option of 350,000
shares of the Company’s Common Stock pursuant to the terms of the Company’s 2006 Equity Incentive
Award Plan (the “2006 Plan”). These options will be non-qualified stock options and the options
will vest at the rate of twenty-five percent (25%) at the end of the first anniversary of your date
of hire or in the event of a leave of




 









 







absence after you have provided one year of actual service to the Company. An additional
1/48th of the shares will vest each month thereafter for the following three years, so
long as you remain actively employed by the Company. However, as stated above, the granting of
such options by the Company is (a) subject to the Board’s approval, and (b) if approved, is not a
guarantee of continued employment for any specific period of time. The terms of the option will be
set forth in the Questcor’s standard Stock Option Agreement, and the option shall be subject to the
terms of the 2006 Plan. Further details on the 2006 Plan will be provided upon approval of such
grant by the Company’s Board of Directors.



Your position is a full time position. Accordingly, you will be expected to devote 100% of your
working time, effort and abilities to the performance of your duties in this position. However we
understand that you will have some responsibilities to resolve with your current company over the
next few months. During your employment, you also agree to comply with the Company’s rules,
policies and current procedures, including those currently set forth in the Employee Handbook, as
well as those which may be implemented in the future. You agree to abide by the Company’s policies
and procedures, including those set forth in the Employee Handbook. You will be required to sign
an Acknowledgement of Receipt for this Handbook.



As an employee of the Company, you will have access to certain confidential, proprietary
information and trade secrets of the Company, and you may, during the course of your employment,
develop certain information or inventions which will be the property of the Company. At all times
during your employment, you will also be expected and hereby agree to dedicate your undivided
loyalty to the Company and to refrain from engaging in any other employment or outside business
activity which may present a potential or actual conflict of interest without first obtaining the
Company’s prior written approval. Consistent with the above, you will need to sign the Company’s
Proprietary Information and Inventions Agreement as a condition of your employment. We also wish
to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any
confidential, proprietary information, documents or trade secrets of any former employer or violate
any obligations you may have to any former employer. You hereby represent that your commencement
of employment with the Company will not violate any agreement currently in place between yourself
and any other employer.



The Company is an at-will employer and does not guarantee employment for any specific period of
time. Accordingly, either you or the Company may terminate the employment relationship at any time
with or without cause and with or without advance notice. The Company also has the right to change
the terms and conditions of your employment at any time and with or without cause or advance
notice, including but not limited to promotion, transfer, compensation, benefits, duties, work
location, etc. Your eligibility for or participation in any benefit program or incentive stock
option plan is not in any way a guarantee of continued employment for any specific period of time.
Your at-will employment status will continue at all times throughout your employment and cannot be
changed by any express or implied agreement based on any representations or actions by any other
employee, supervisor, manager or director of the Company. Rather, the employment at-will
relationship may only be changed by a written agreement signed by both you and the Company’s Chief
Executive Officer.




 









 







Prior to your third day of employment with the Company, you will be required to provide proof of
your identity and authorization to work in the United States and to complete an I-9 Form as
required by federal immigration laws.



This offer letter, along with the Company’s Proprietary Information and Inventions Agreement and
Company Employee Handbook, set forth the entire agreement between you and the Company and supersede
all prior and contemporaneous agreements, representations, negotiations and understandings between
you and the Company whether written or oral.



This offer will remain open until October 16, 2009. If you decide to accept this offer based on
the terms and conditions set forth above, and we hope you will, please sign the enclosed copy of
this letter in the space indicated and return it to me via my confidential fax (510) 405-8581. If
you have any questions, please call me at (510) 400-0760.



We look forward to the opportunity to welcome you to the Company!



Sincerely,



Susan Park

Senior Manager, Human Resources



I hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that
no other commitments were made to me as part of my employment offer except as specifically set
forth herein.




	 	 	 	 	 
	October 15, 2009
Date

	 	/s/ David Young
 
                                Signature
	 	 
	 
	 	 	 	 
	 

	 	David Young
 
                    Employee
Name (printed)