|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
February 13, 2019
Mr. Glenn Whaley
181 Sleepy Hollow Road
Bloomingdale, NJ 07403
As an executive officer of Pernix Therapeutics, LLC. (the “Company”), you are one of a core group of the Company’s key management employees. To encourage and reward your continued loyalty and dedication to the Company through the remainder of 2019, our Board of Directors has approved a special one-time cash bonus payment payable to you subject to the conditions outlined below (the “Special Bonus”).
The amount of your Special Bonus is $170,000, which is an amount equal to 52.3% of your present annual base salary. The Special Bonus will be payable in a single lump sum immediately on the date of this letter and will offset any potential bonus payments that you would otherwise receive from the Company for the 2018 fiscal year.
If you are terminated by the Company for Cause1 or if you resign from your employment with the Company without Good Reason2 prior to December 31,
1 For these purposes, “Cause” means the unanimous determination by the Board of Directors, after written notice to you, a reasonable opportunity to cure (if capable of being cured) and the opportunity to be heard, that one or more of the following events has occurred: (i) your willful failure to perform your material duties with the Company; (ii) any willful failure to follow lawful instructions of the Board of Directors; (iii) any material violation of the material policies of the Company as set forth in a written code of conduct or similar document; (iv) any act of gross negligence, fraud or willful misconduct by you that is materially injuring the interest, business or reputation of the Company, or any of its parents, subsidiaries or affiliates; (v) your indictment for any felony or any crime involving moral turpitude; (vi) any misappropriation or embezzlement of the property of the Company, or any of its parents, subsidiaries or affiliates; or (vii) any material breach by you of this letter agreement.
2 For these purposes, “Good Reason” means the occurrence of any of following events or conditions unless you have expressly consented in writing thereto or unless the event is remedied by the Company after receiving notice thereof from you: (i) removal from your position as Vice President of Finance, Principal Financial and Accounting Officer of the Company; (ii) material reduction of your duties or responsibilities or the assignment of duties materially inconsistent with your position as Vice President of Finance, Principal Financial and Accounting Officer; (iii) a material reduction of your then-current base salary; (iv) the Company requiring you to be based at a location more than forty (40) miles from your existing location; or (v) any material breach of this letter agreement by the Company; in all cases after notice is provided by you to the Company within ninety (90) days after the initial existence of any such condition that the condition constitutes Good Reason and the Company fails to cure such situation within thirty (30) days after said notice.