Effective February 6, 2018, the Board of Directors (the "Board") of Pernix Therapeutics, Inc. (the
"Company") promoted Angus Smith from Vice President, Business Development & Strategic Planning of the Company to Senior Vice President, Chief Business Officer and
Principal Financial Officer of the Company.
Mr. Smith joined the Company in September 2014 as Vice President, M&A and Corporate Finance and was appointed Vice President, Business Development & Strategic
Planning of the Company in July 2016. Prior to joining the Company, Mr. Smith served as a Director in the Healthcare Investment Banking Group at Cantor Fitzgerald, a financial services
firm, where he worked from October 2011 to September 2014. Mr. Smith previously held several positions of increasing responsibility in the Healthcare Investment Banking group at Gleacher
& Company, a financial advisory firm, and various predecessor firms from July 2005 to August 2011. During his Investment Banking tenure, Mr. Smith worked on a variety of
transactions, providing advice to specialty pharmaceutical and healthcare companies regarding mergers and acquisitions, initial public offerings, follow-on offerings, debt offerings, private
placements and debt restructuring transactions. Mr. Smith has worked on over 60 transactions across the healthcare sector with an aggregate transaction value of more than $15 billion. Mr.
Smith earned a B.A. in Mathematical Economics from Colgate University in 2005.
In connection with Mr. Smith's promotion, the Company and Mr. Smith entered into an employment agreement (the "Employment Agreement"). The Employment Agreement
provides for an annual base salary of $350,000. Mr. Smith is eligible to receive an annual performance-based cash bonus with a target of 50% of Mr. Smith's base salary which will be
payable based upon the achievement of certain performance objectives established by the Compensation Committee of the Board (the "Compensation Committee"). Mr. Smith is
also eligible to receive annual equity awards based on the Company's and Mr. Smith's actual performance, as determined by the Board or the Compensation Committee. The exact amount of
the bonus payable to Mr. Smith for any calendar year shall be determined by the Board of Directors of the Company (the "Board") or the Compensation Committee of the Board, in
its sole discretion.
If Mr. Smith's employment is terminated by the Company without cause (as defined in the Employment Agreement) or by Mr. Smith due to good reason (as defined in the Employment
Agreement), the Company is obligated to pay Mr. Smith (i) an amount equal to the sum of (x) 100% of his base salary in effect at the time of the termination of his employment, and (y) 100%
of his target bonus amount (as defined in the Employment Agreement), payable in substantially equal installments over a 12-month period and (ii) reimbursements equal to 150% of the
monthly health care coverage premium under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA") that Mr. Smith pays for him and his eligible dependents to continue
participating in the Company's medical, dental, vision and prescription drug plans for a period of up to 12 months; provided that if such termination of employment occurs on or within 12
months after a change in control of the Company (as defined in the Employment Agreement), then the Company is obligated to pay Mr. Smith (i) an amount equal to the sum of (x) 125% of
his base salary in effect at the time of the termination of his employment, and (y) 125% of his target bonus amount, payable in substantially equal installments over a 12-month period, (ii) a
lump sum payment in an amount equal to the target bonus, if any, that Mr. Smith would have earned in respect of the calendar year of his termination of employment based on the
achievement of the applicable performance objectives for such year, pro-rated to reflect the number of days he was employed with the Company during such year, (iii) all outstanding,
unvested equity awards held by Mr. Smith on the date his employment terminates will fully vest as of such date and each outstanding stock option held by Mr. Smith on such date will remain
exercisable until the earlier of the original expiration date of such stock option and the six-month anniversary of Mr. Smith's termination of employment, and (iv) reimbursements equal to
150% of the monthly health care coverage premium under COBRA that Mr. Smith pays for him and his eligible dependents to continue participating in the Company's medical, dental, vision
and prescription drug plans for a period of up to 15 months. Mr. Smith is also subject to typical restrictive covenant obligations, including a non-solicitation obligation, which apply during his
employment and for one year after any termination of employment.
In connection with Mr. Smith's promotion, the Company also entered into an indemnification agreement with Mr. Smith (the "Indemnification
Agreement"). Pursuant to the Indemnification Agreement, the Company has contractually agreed, subject to certain exceptions, to (a) indemnify Mr. Smith to the maximum extent
permitted by Maryland law in effect from time to time, against judgments, penalties, fines and settlements and reasonable expenses actually incurred by or on behalf of Mr. Smith in
connection with a proceeding or any claim, issue or matter therein and (b) advance all reasonable expenses incurred by Mr. Smith in connection with any such proceeding.
There is no arrangement or understanding between Mr. Smith and any other person pursuant to which Mr. Smith was promoted to
Senior Vice President, Chief Business Officer and Principal Financial Officer of the Company and Mr. Smith does not have any familial relationship with any director or executive
officer of the Company.