|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
2019, you will promptly pay to the Company an amount equal to the after-tax value of 100% of the Special Bonus.
In addition, notwithstanding anything to the contrary in this
letter agreement, if a substantial portion of the assets of the Company are transferred to one or more acquirers and your employment
is terminated without cause in connection with such transfer, you will not be required to repay your Special bonus if (a) you are
not offered employment by such acquirer on terms substantially similar to your current position with the Company or (b) you accept
an offer of employment extended by such acquirer.
This letter agreement and your entitlement to the Special Bonus will be effective only if you sign and return this letter agreement to the Company. By signing and returning this letter agreement you agree to the terms of this letter agreement and acknowledge and agree that:
(1) This letter agreement and the payment of the Special Bonus will be governed solely by the laws of the State of Delaware, without reference to principles of conflict of law or the laws of any other state. Any dispute regarding payment of the Special Bonus shall be adjudicated solely by the State or Federal courts sitting in the State of Delaware;
(2) You will remain an “at-will” employee, nothing in this letter agreement guaranties your continued employment and you or the Company may terminate your employment relationship at any time for any reason; and
(3) This letter agreement contains the entire understanding between you and the Company with respect to the matters addressed in this letter agreement and the terms of this letter agreement may not be modified, except by a written amendment signed by you and the Company.
If the terms of this letter agreement are acceptable to you, please indicate your acceptance by signing below and returning the signed copy to Chis Bordiuk, Vice President of Human Resources.
ACCEPTED AND AGREED:
/s/ John Sedor