PVCT Provectus Biopharmaceuticals Inc (QB)

On March 25, 2019, the Board of Directors (the “Board”) of Provectus Biopharmaceuticals, Inc. (the “Company”), pursuant to the Independent Contractor Agreement between Interim Chief Financial Officer (“Interim CFO”) John Glass and the Company, entered into on April 14, 2016 and amended on December 3, 2016 (the “Glass Agreement”), terminated Mr. Glass as the Company’s Interim CFO, effective as of March 25, 2019.

On March 25, 2019, the Company promoted Heather Raines, CPA to Chief Financial Officer (“CFO”) of the Company, effective as of March 25, 2019.

Mrs. Raines, age 52, previously served as the Company’s Controller from August 2017 until her appointment as the Company’s CFO. Before joining the Company, Mrs. Raines served as the Vice President of Finance for BDry Waterproofing, a service business, from November 2015 to November 2017. She previously managed financial and accounting functions at AMETEK, Inc. (NYSE: AME), a manufacturing company, serving as AMT Business Unit Controller for AMETEK’s wholly-owned subsidiary, Advanced Measurement Technology, Inc., from June 2015 to September 2015, Scientific Instruments Business Unit Controller from September 2013 to May 2015, and Senior Finance Manager from August 2007 to September 2013. Mrs. Raines was a tax analyst at Goody’s Family Clothing from 2006 to 2007, and an Accounting Manager at Siemens Medical Solutions USA, Inc., a wholly-owned subsidiary of Siemens AG (NYSE: SI), from 2005 to 2006, and CTI Molecular Imaging, Inc. (Nasdaq: CTMI) from 1999 to 2005. Mrs. Raines received a Master’s Degree in Accounting from Strayer University and a Bachelor’s Degree in Accounting from the University of Tennessee. She is a Certified Public Accountant (“CPA”), and a member of the American Institute of CPAs and the Tennessee Society of CPAs.

Mrs. Raines does not have a family relationship with any of the current executive officers or directors of the Company. There is no currently proposed transaction, and since the beginning of fiscal year 2018 there has not been any transaction, involving the Company and Mrs. Raines which was a related person transaction within the meaning of Item 404(a) of Regulation S-K.

On March 25, 2019, Mrs. Raines entered into an Employment Agreement with the Company to be CFO (the “Raines Agreement”), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Raines Agreement provides that Mrs. Raines will be employed for an initial term of one year, subject to automatic renewal for successive one-year periods, unless the Company or Mrs. Raines provides notice of intent not to renew. Mrs. Raines’ initial base salary is $125,000 per year, and such base salary may be increased from time to time by the Board in accordance with the normal business practices of the Company. Mrs. Raines has the right to participate in the Company’s incentive compensation plans or bonus plans and to continue to participate in employee benefit plans. Upon execution of the Raines Agreement, Mrs. Raines received initial incentive compensation of 50,000 shares of the Company’s common stock.

In the event Mrs. Raines’ employment with the Company is terminated by Mrs. Raines prior to, but not coincident with, a Change in Control (as defined in the Raines Agreement) or by reason of her death, disability, or retirement prior to a Change in Control, she will be entitled to receive (i) her unpaid base salary through the last day of the month in which the date of termination occurs; (ii) the pro rata portion of any unpaid incentive or bonus payment which has been earned prior to the date of termination; (iii) any benefits to which she may be entitled as a result of such termination (or death), under the terms and conditions of the pertinent plans or arrangements in effect at the time of the notice of termination; and

(iv) any expense reimbursements due to Mrs. Raines as of the date of termination. In the event that coincident with or following a Change in Control (as defined in the Raines Agreement), Mrs. Raines’ employment with the Company is terminated or the Raines Agreement is not extended (A) by action of Mrs. Raines coincident with or following a Change in Control including her death, disability or retirement, or (B) by action of the Company not For Cause (as defined in the Raines Agreement) coincident with or following a Change in Control, the Company shall pay Mrs. Raines the compensation and benefits described in the sentence above, as well as a severance payment equal to 50% of her base salary in the preceding calendar year, payable over six months. The Raines Agreement also contains customary covenants relating to non-solicitation, return of property, non-disparagement and confidentiality.

The foregoing description of the terms and conditions of the Raines Agreement is only a summary and is qualified in its entirety by the full text of the Raines Agreement.