EXHIBIT 10.6





AMENDED AND RESTATED


EMPLOYMENT AND NON-COMPETE AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AND NON-COMPETE AGREEMENT(this “Agreement”) is entered into and effective as of the 14th day of March, 2011 (the “Effective Date”), by and among Macoven Pharmaceuticals, LLC,a Louisiana limited liability company (“Employer”), Pernix Therapeutics Holdings, Inc., a Maryland corporation and sole member of Employer (“Parent”) and John McMahon, a resident of the lawful age of majority of the Commonwealth of Kentucky (“Employee”), who hereby agree as follows:





WHEREAS, Employer, Employee and Parent entered into an Employment and Non-Compete Agreement on September 8, 2010 (the “Original Agreement”) as an inducement to Employee joining Employer as its Vice President of Sales;





WHEREAS, the parties agree and acknowledge that no equity award was payable to Employee for the quarter ended December 31, 2010 under the terms of the Original Agreement; and





WHEREAS, the parties desire to amend and restate the Original Agreement for the purpose of creating an incentive component of Employee’s compensation package that better aligns the interests of Parent, Employer and Employee.





NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer, Parent and Employee, intending to be legally bound, hereby agree as follows:





1.  Period of Employment.  Employer shall employ Employee, and Employee shall serve Employer during the period commencing on the Effective Date, and continuing through and including June 30, 2016 (the “Term”). The Term shall automatically renew each year thereafter in accordance with the terms of this Agreement unless otherwise terminated by either Employer or Employee.





2.  Duties and Responsibilities.  Employee shall be employed by Employer as Vice President of Sales of Employer.  As such, Employee shall provide services typically provided by a Vice President of Sales in the Business of the Employer (as defined in Section 10(b)), including, without limitation, overseeing and managing the sales and marketing activities of Employer and such other duties and responsibilities as may from time to time be assigned to or vested in Employee by Parent’s Board of Directors (the “Board”) or by any officer of Employer or Parent superior to Employee.  Employee shall have no authority to contractually bind Employer or Parent, and shall not be considered an executive officer of Employer or Parent within the meaning of the Securities Exchange Act of 1934, as amended.  Additionally, Employee’s employment by Employer shall be subject to, and limited by, the following conditions:





(a)  Employee shall be available to provide a minimum of forty-five (45) hours and a maximum of sixty (60) hours per week of services to Employer.  Employee shall provide such services upon request of Employer, but Employer shall not be obligated to request that such services be provided.  So long as Employee is employed by Employer, Employee shall devote Employee’s full time, attention, skill and ability during normal and usual business hours (and outside those hours when reasonably necessary to fulfill Employee’s duties hereunder) to the faithful and diligent performance of the duties and responsibilities described herein.




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(b)  Employee shall (i) devote his full time, energy and attention during regular business hours (and outside those hours when reasonably necessary to fulfill Employee’s duties hereunder) solely to the benefit and the Business of the Employer; (ii) not be employed by any other person or entity, whether on a full-time or part-time basis, or otherwise act as a consultant or independent contractor for the benefit of any other person or entity; and (iii) not undertake any other activities (individually or collectively), that conflict or materially interfere with the performance of Employee’s duties hereunder, provided that in no event shall Employee be prohibited from performing personal and/or charitable activities and any other activities as may be approved by Employer.





(c)  Employee’s services shall be performed from Employee’s home located at Louisville, Kentucky or such other location as may be requested from time to time by Employer, as well as at such other locations and subject to such travel requirements as may be reasonably necessary to the performance of Employee’s duties hereunder, provided that Employee’s main work location shall not be moved from Louisville, Kentucky without Employee’s prior written consent.





3.  Compensation.  As compensation to the Employee for the services to be rendered pursuant to this Agreement:





(a)  Employer shall pay to Employee an annual base salary of Two Hundred and Eight Thousand Dollars ($208,000) (the “Salary”), payable in accordance with Employer’s normal salary payment schedule.





(b)  For each calendar year beginning with 2011 and continuing during the term of this Agreement, Employee shall be eligible for an annual cash bonus based on the performance of Employee’s duties at the conclusion of each calendar year, up to 100% of Salary, with the determination of whether to award any annual bonus and the amount of any such bonus to be made by Employer in its sole and absolute discretion.  The Employee must be employed with the Employer, the Parent, or another subsidiary of the Parent on the last day of the performance year in order to be eligible for any such bonus.  Payment of any such bonus shall be made on or after January 1 and on or before March 15 of the year following the performance year.





(c)  Upon execution of this Agreement, Employer shall pay or cause to be paid to Employee a cash bonus in the amount of Two Hundred Thousand Dollars ($200,000).





(d)  The Employee shall be eligible to earn additional quarterly bonuses subject to the following terms and conditions:





(i)  Beginning with the quarterly period ended June 30, 2011 and for each of the nineteen quarterly periods thereafter, if the Employer’s Net Income (as defined below) for such quarter is in excess of One Million Dollars ($1,000,000), the Employer shall pay Two Hundred Thousand Dollars ($200,000) to Employee, provided that, as of the last day of such fiscal quarter, Employer is employed by Parent, Employer, or another affiliate of Parent (the “Employee Quarterly Bonus”).




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(ii)  The payment of the Employee Quarterly Bonus must be made no later than three (3) business days following the completion and filing of Parent’s quarterly or annual report with the Securities Exchange Commission (“SEC”) for the relevant quarterly period.  Notwithstanding the foregoing, any Employee Quarterly Bonus earned for a quarterly period ending on December 31 shall be paid by March 15 of the following year.





(iii)  Notwithstanding anything contained herein to the contrary, during any calendar year in which the Net Income of Employer exceeds Four Million Dollars ($4,000,000) and Employee did not earn an Employee Quarterly Bonus in either the second or third quarter of such calendar year, Employee shall, in addition to the Employee Quarterly Bonus payable to Employee under Section 3(d)(i) for the fourth quarter of such calendar year, be entitled to any Employee Quarterly Bonus not previously earned by Employee under Section 3(d)(i) for that second and/or third quarter.  Any award made pursuant to this Section 3(d)(iii) shall be made no later than March 15 of the following year.





(iv)  The compensation committee of the Board (the “Committee”), in its sole discretion, may elect to pay any Employee Quarterly Bonus in cash; shares of the Parent’s common stock, $0.01 par value per share (the “Common Stock”); or a combination of cash and shares of Common Stock.  If the Committee elects to pay any Employee Quarterly Bonus in shares of Common Stock, all such shares shall be issued from Parent’s 2009 Stock Incentive Plan or such other employee stock incentive plan of Parent as may be approved by its stockholders, the shares of which are registered under the Securities Act of 1933 (all such plans together, the Parent’s “Stock Incentive Plans”).  Any such shares may only be issued in compliance with the terms of the applicable Stock Incentive Plan.  All such determinations under this Section 3 shall be made in accordance with the Committee’s charter and the terms of the applicable Stock Incentive Plan.





(v)  As used in this Agreement, “Net Income” shall mean Employer’s net sales (gross sales net of all estimates and provisions for sales returns, discounts, customer rebates and chargebacks, Medicaid rebates, and any other gross to net deductions from sales) plus any other income from operations less cost of product sales, selling expenses, general and administrative expenses, research and development expenses, depreciation and amortization expenses, interest expenses, tax expenses and any other non-cash expenses.  Notwithstanding anything contained herein to the contrary, for purposes of determining whether an Employee Quarterly Bonus has been earned in, or a Quarterly Bonus Pool (as defined in Section 4(a)) will be established for, a given quarterly period, the related award expense and any Required Withholding (as defined in Section 7(a)) paid by Parent on behalf of the recipient shall be expressly excluded from the calculation of Net Income.  Net Income shall include 100% of net sales of Zema-Pak by Employer, regardless of any contractual provision to the contrary.  Notwithstanding anything contained herein to the contrary, if Employer’s Net Income for any quarter during the Term results in a negative (loss) amount (a “Net Loss”), Employer shall (for purposes of this Agreement) reduce the amount of Net Income in one or more subsequent quarterly periods by the amount of such Net Loss for the purpose of determining the Net Income for such current quarterly period.  The Employee agrees and understands that the determination of Employer’s Net Income for all such periods shall be made by Parent, in its sole and absolute discretion, in accordance with generally accepted accounting principles and the terms of this Agreement.




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(e)  Employer shall provide Employee and eligible dependents with health insurance coverage (having such terms and scope of coverage as may be provided to the executive officers of Parent) paid by Employer during the Term, and thereafter, the Employee has the right to make COBRA insurance payments for health coverage for the maximum period permissible by law.  Additionally, Employee shall be entitled to two (2) weeks paid vacation annually, the unused portion of which can be rolled over from year to year in accordance with the Parent’s Employee Handbook.





(f)  Subject to Section 8, Employer shall reimburse Employee for all reasonable, ordinary, and necessary business expenses incurred in the performance of Employee’s duties hereunder in accordance with and subject to the terms and conditions of Employer’s then prevailing standard expense policy, a copy of which has been provided to Employee.  As a condition precedent to obtaining such reimbursement, Employee shall provide to Employer any and all statements, bills or receipts evidencing the expenses for which Employee seeks reimbursement, and such other related information or materials as Employer may from time to time reasonably require.





(g)  In the event a Business Combination (as such term is defined in Parent’s 2009 Stock Incentive Plan) resulting in a Change of Control (as such term is defined in Parent’s 2009 Stock Incentive Plan) of Parent whereby all shares of outstanding Common Stock are exchanged for consideration in the form of cash or securities of another entity on or before March 31, 2013, Parent shall cause to be paid to Employee two times (2X) Employee’s base salary within fifteen days of such occurrence, provided such Change of Control qualifies as a change of control under Section 409A (as defined in Section 8(a)).





4.  Establishment of Quarterly Bonus Pool.  Parent, acting through the Committee, agrees to establish a quarterly bonus pool, subject to the following terms and conditions:





(a)  Beginning with the quarterly period ended June 30, 2011 and for each of the nineteen quarterly periods thereafter, if the Employer’s Net Income for such quarter is in excess of One Million Dollars ($1,000,000), the Employer shall establish or cause to be established a pool of Two Hundred Thousand Dollars ($200,000) to be paid to such full or part-time employees of Parent, Employer, or another affiliate of Parent as the Committee may determine in accordance with this Section 4 (the “Quarterly Bonus Pool”).





(b)  Within thirty (30) days following the completion and filing of Parent’s quarterly or annual report with the SEC for a period for which a Quarterly Bonus Pool has been established, the Committee shall approve a list of the participants that includes an allocation of  all Quarterly Bonus Pool amounts among the participants (the “Bonus Allocation”).  Only full-time or part-time employees of the Parent, Employer, or another affiliate of the Parent who were employed on the last day of the applicable quarter are eligible to participate in the Quarterly Bonus Pool.  No employee has any right to any amount from the Quarterly Bonus Pool until selected for participation by the Committee through inclusion on the Bonus Allocation for that quarter.  Except as provided otherwise herein, the determination of the participant(s) and the extent of their participation in a Quarterly Bonus Pool shall be based on the contributions of such individuals to the success of the Parent or the Employer during such quarterly period, as determined by the Committee in its discretion.  The entire balance of any Quarterly Bonus Pool must be paid out in accordance with the Bonus Allocation no later than ten (10) days following the Committee’s approval of that Bonus Allocation.




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(c)  Notwithstanding anything contained herein to the contrary, during any calendar year in which Net Income of Employer exceeds Four Million Dollars ($4,000,000) and no Quarterly Bonus Pool was established for either the second or third quarter of such calendar year, the Committee shall establish, in addition to the Quarterly Bonus Pool established under this Section 4 for the fourth quarter of such calendar year, any Quarterly Bonus Pool not previously established under this Section 4 for that second and/or third quarter.  The Committee shall approve the Bonus Allocation for all such Quarterly Bonus Pools established under this Section 4(c) within thirty (30) days following the completion and filing of the Parent’s quarterly or annual report with the SEC for the fourth quarter of that calendar year, and the entire balance of any such Quarterly Bonus Pool must be paid out to participants no later than ten (10) days following the Committee’s approval of the applicable Bonus Allocation.





(d)  The Committee, in its sole discretion, may elect to pay the bonuses from any Quarterly Bonus Pool in cash, shares of Common Stock, or a combination of cash and shares of Common Stock.  If the Committee elects to pay any Quarterly Bonus Pool bonuses in shares of Common Stock, all such shares shall be issued from the Parent’s Stock Incentive Plans.  Any such shares may only be issued in compliance with the terms of the applicable Stock Incentive Plan.  All such determinations under this Section 4 shall be made in accordance with the Committee’s charter and the terms of the applicable Stock Incentive Plan.





5.  Limitations on the Employee’s Sale of Common Stock.





(a)  During the term of this Agreement, Employee shall not, during any calendar week, Transfer shares of Common Stock, regardless whether Employee received such shares as compensation under this Agreement, that exceed 15% of the average weekly trading volume of the Common Stock (as reported on NYSE Amex or such other exchange on which Common Stock may be listed) for the previous twelve completed calendar weeks prior to the proposed Transfer.  As used in this Section 5, “Transfer” means the direct or indirect assignment, sale, transfer, tender, exchange, pledge, hypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, placement in trust or other disposition of such security, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing.





(b)  If Employee proposes to Transfer, whether voluntarily or by operation of law, any shares of Common Stock issued to Employee pursuant to the terms of this Agreement, whether during or after the Term, Employee agrees that prior to such Transfer, Employee shall first provide written notice to Parent of his intention to Transfer such shares, specifying the number of shares desired to be Transferred.  For a period of five (5) business days from Parent’s receipt of such notice, Parent shall have the option to purchase from Employee all or a portion of the Common Stock he proposes to Transfer at the most recent closing price of a share of Common Stock as listed on NYSE Amex (or such other exchange on which the Common Stock may be listed) immediately prior to Parent’s exercise of the option.





6.  Termination.  Unless Employee’s employment is terminated pursuant to this Section 6, Employer shall continue to employ Employee and Employee shall continue to serve Employer through the Term.





(a)  This Agreement shall terminate automatically upon Employee’s death.  In the event of such termination, Employer shall pay to Employee’s heirs or estate an amount equal to the balance of the then earned but unpaid portion of the Salary and/or earned but unpaid Employee Quarterly Bonus, net of Required Withholding, within thirty (30) days following his death (unless a lesser period of time is required by applicable law or a greater period of time is required by Section 409A).




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(b)  For purposes of this Agreement, Employee shall be deemed to be under a disability if Employee shall be unable, by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever), to perform Employee’s essential job functions hereunder, whether with or without reasonable accommodation, in substantially the manner and to the extent required hereunder prior to the commencement of such disability, for a period exceeding thirty (30) days (a “Disability”).  In light of the unique nature of Employee’s services, and the undue burden on Employer that would result from Employee’s long term absence, Employer shall have the right to terminate Employee’s employment hereunder in the event Employee shall remain under a Disability for a period exceeding two (2) months, such termination to occur at the end of any calendar month during the continuance of such disability, upon at least thirty (30) days’ prior written notice to Employee.  In the event of such termination, Employer shall pay to Employee an amount equal to the balance of the then earned but unpaid portion of the Salary and/or earned but unpaid Employee Quarterly Bonus (through the effective date of termination), net of all Required Withholding, within thirty (30) days of termination (unless a lesser period of time is required by applicable law or a greater period of time is required by Section 409A).  Employee’s salary will continue uninterrupted during all periods prior to termination.





(c)  Additionally, Employer shall have the right to terminate Employee’s employment for Cause at any time and without prior notice and without payment of any severance allowance or further compensation beyond the date of termination.  Any amount owed to the Employee shall be paid to him within thirty (30) days following the termination of his employment (unless a lesser period of time is required by applicable law or a greater period of time is required by Section 409A).  For purposes of this Agreement, “Cause” shall consist of: (i) fraud, libel, slander, dishonesty, or any other willful and deliberate act by Employee that is detrimental to Employer or its good will or damaging to its relationships with its members, customers, suppliers, or employees, including, without limitation, (A) use of alcohol or illegal drugs such as to interfere with the performance of Employee’s obligations hereunder, and (B) conviction of, or entry of a plea of guilty or no contest to, a felony or any crime involving moral turpitude, dishonesty, or theft; (ii) failure by Employee to comply with applicable laws or governmental regulations with respect to Employer’s operations or the performance of Employee’s duties; and (iii) failure by Employee to perform the reasonable duties and responsibilities typically associated with Employee’s position as Vice President of Sales as may be assigned or delegated, from time to time, to Employee by Employer.





(d)  Employer may terminate Employee’s employment without Cause at any time and without prior notice.  In the event of such termination, Employer shall pay to Employee an amount equal to one year’s annual Salary and health insurance coverage to Employee and eligible dependents for one year, as well as any earned but unpaid Employee Quarterly Bonus.  Subject to Section 8 (including, if applicable, any six-month delay in payment), this severance payment of one year’s annual Salary shall be paid to the Employee in equal installments over a one-year period beginning with the first regular payroll date of the Employer following his termination of employment, and continuing thereafter at such intervals as other salaried employees of the Employer are paid.


(e)  Any payments owed to the Employee (or, in the event of his death, to his heirs or estate) will only be made in accordance with Section 8 of this Agreement.  In the event of termination of this Agreement for any reason, the payments (if any) required to be provided to Employee pursuant to this Section shall be in full and complete satisfaction of any and all obligations owing to Employee pursuant to this Agreement.  For the avoidance of doubt, Employee shall have no right to any unearned but unpaid Employee Quarterly Bonus following his termination of employment for any reason whatsoever.
 
 (f)  Employee may terminate this Agreement upon thirty (30) days’ prior written notice to Employer.  If this Agreement is terminated by Employee as a result of a material breach by Employer or Parent of this Agreement which remains uncured after thirty (30) days’ written notice thereof, then the effect thereof shall be the same as if Employee had been terminated by Employer without Cause.
 
 7.  Tax Withholding.
 
 (a)  The Employee agrees that the Employer or Parent has the right to withhold, from the amounts payable to him pursuant to this Agreement, all amounts necessary to satisfy any and all applicable federal, state, and local income and/or employment tax withholding requirements (“Required Withholding”).  All Required Withholding under Section 3 and 4 hereof shall be remitted to the applicable tax or governmental authority within the time period required by relevant law, statute, or regulation.




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(b)  With respect to the tax liability of Employee arising in connection with the issuance of any shares of Common Stock to Employee under the terms of this Agreement, Parent agrees to remit all Required Withholding.  Notwithstanding the foregoing, with respect to any issuances of Common Stock under this Agreement to Employee, Parent may select, in its sole and absolute discretion, to either (i) withhold such number of shares of Common Stock from issuance to Employee having a fair market value (based on the most recent closing price of a share of Common Stock as reported on NYSE Amex on the date such award is granted to Employee) equal to the dollar amount of such Required Withholding paid by Parent by and on behalf of Employee, or (ii) issue one hundred percent (100%) of any such award to Employee subject to the requirement that Employee reimburse Parent in cash for the full amount of such Required Withholding within such time period as may be requested by Parent.
 
 (c)  Parent may, in its sole and absolute discretion, withhold and/or reduce any other cash or equity compensation amounts owed to Employee under the terms of this Agreement to cover any unreimbursed amounts owed by Employee to Parent under the terms of this Section 7.
 
 8.  Section 409A.
  (a) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”) or an applicable exemption.  Accordingly, all provisions of this Agreement shall be construed and interpreted to comply with Section 409A.  No payments provided for under this Agreement that are subject to Section 409A may be accelerated unless such acceleration is permitted by Section 409A.  In no event shall the Employee, directly or indirectly, designate the calendar year of payment.





(b) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employee’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a single calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.




(c) No payments or benefits to be made to the Employee under this Agreement upon a termination of employment under Section 6 and that are subject to Section 409A shall be made unless such termination of employment constitutes a “separation from service” as defined in Section 409A.




(d) Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” at the time of separation from service, no payment or benefits to which he becomes entitled under this Agreement as a result of his termination of employment shall be made or paid to him prior to the earlier of (i) the first day of the seventh month following the date of his separation from service due to such termination of employment or (ii) the date of his death, to the extent that such a delay in payment or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2).  Upon the expiration of the applicable Section 409A(a)(2) deferral period, the first payment to the Employee will include all payments deferred under this Section 8 by reason of his status as a “specified employee.”




9.  Confidential Information.  Both during and after the Term, Employee shall not, directly or indirectly, or as otherwise required by law, divulge, publish, communicate, or make available to any person, corporation, governmental agency, or other entity (except in performing Employee’s duties hereunder), or use for Employee’s own or any other person or entity’s purposes or benefit, any trade secret, confidential business information, intellectual property or any other information, know how, designs, specifications, techniques, methods, concepts, inventions, developments, discoveries, improvements, knowledge, or data of Employer, Parent or any other subsidiary of Parent which is not generally known to the public (separately and collectively, “Confidential Information”) (including, but not limited to, Confidential Information relating to research, product development or design, manufacturing or manufacturing processes, maintenance or repair processes, purchasing, product or material costs, sales or sales strategies or prospects, pricing or pricing strategies, advertising or promotional programs, product information, or mailing or customer lists, finances (including prices, costs, and revenues), and other business arrangements, plans, procedures and strategies), and shall use Employee’s best efforts to prevent the publication or disclosure by any other person or entity of any such Confidential Information.  Employer shall not be under any obligation to identify specifically by any notice or other action any Confidential Information to which this Section shall apply.  The confidentiality obligations of Employee hereunder shall specifically apply to any such Confidential Information obtained by Employee prior to the Effective Date as a result of (a) Employee’s former ownership interest in the Employer, or (b) Employee’s employment with Employer prior to the Effective Date.  While Employee is employed by Employer, all documents and Confidential Information compiled, received, held or used by Employee in connection with the business and affairs of Employer shall remain Employer’s property, and shall be delivered by Employee to Employer upon the termination of Employee’s employment, for whatever reason, or at any earlier time requested by Employer.




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10.  Unfair Competition.





(a)  Employee agrees and acknowledges that, by virtue of Employee’s employment and position with Employer, Employee shall have access to and maintain an intimate knowledge of Employer’s activities and affairs, including Confidential Information, trade secrets, confidential business information, and other confidential matters.  As a result of such access and knowledge, and because of the special, unique, and extraordinary services that Employee is capable of performing for Employer or one of its competitors, Employee acknowledges that the services to be rendered by Employee pursuant to this Agreement are of a character giving them a peculiar value, the loss of which cannot adequately or reasonably be compensated solely by money damages.  Consequently, Employee agrees that any breach or threatened breach by Employee of Employee’s obligations under this Section, or of Section 9 of this Agreement, would cause irreparable injury to Employer, and that Employer shall be entitled to (i) preliminary and permanent injunctions enjoining Employee from violating such provisions, and (ii) money damages in the amount of fees, compensation, benefits, profits or other remuneration earned by Employee or any competitor as a result of any such breach, together with interest, and costs and attorneys’ fees and paralegals’ fees expended to collect such damages or secure such injunctions.  Nothing in this Agreement, however, shall be construed to prohibit Employer from pursuing any other remedy, the parties having agreed that all such remedies shall be cumulative.





(b)  For purposes of this Agreement, the term “Business of the Employer” shall mean the development, marketing, sale, and/or licensing of generic versions of branded pharmaceutical products, including, without limitation, generic versions of pharmaceutical products developed, manufactured, licensed and/or sold by Parent or a subsidiary of Parent during the Employee’s employment with Employer, and the related intellectual property rights and Confidential Information with respect thereto.





(c)  As a condition of employment with Employer, and as a further material inducement to Employer to employ Employee hereunder, Employee agrees that, while Employee is employed by Employer, and for a period of twelve (12) months thereafter, Employee shall not, directly or indirectly, solicit, hire or induce the termination from employment with Employer of any person who was employed by Employer, or induce or otherwise influence such person to accept employment other than with Employer.





(d)  Employee understands and agrees that the relationship between Employer and its customers constitutes a valuable asset and may not be converted to Employee’s own use.  Accordingly, Employee hereby agrees that, during the effectiveness of this Agreement and for a period of twelve (12) months following Employee’s termination of employment with Employer (the “Restricted Period”) in the territories set forth on Exhibit A (the “Restricted Territories”), Employee  shall not, without the prior written consent of the Employer, directly or indirectly, on Employee’s own behalf or as a principal or representative of any other person or entity, solicit, divert, take away or attempt to solicit, divert or take away a customer of Employer that Employee communicated with in any way during his employment with Employer for the purpose of competing with the Business of the Employer; provided, however, that the prohibition of this covenant shall not apply to the conduct of general advertising activities.




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(e)  In consideration of the compensation and benefits being paid and to be paid by Employer to Employee hereunder, Employee understands and agrees that, during the Restricted Period and within the Restricted Territories, he shall not, directly or indirectly, carry on or engage in activities that compete with the Business of the Employer on his own or on behalf of any other person or entity.  Employee acknowledges that the Restricted Territory is reasonable because the Business of the Employer is carried out throughout the Restricted Territory and that in the performance of his duties for the Employer he is charged with operating on Employer’s behalf throughout the Restricted Territory.





11.  Inventions.  Employee hereby agrees that any and all improvements, inventions, discoveries, developments, creations, formulae, processes, methods, or designs, and any documents, things, or information relating thereto, whether patentable or not (individually and collectively, “Work Product”) within the scope of or pertinent to any field of business or research in which Employer is engaged or (if such is known to or ascertainable by Employee) considering engaging, which Employee may conceive or make, or may have conceived or made during Employee’s employment with Employer or during Employee’s former ownership in Employer, whether alone or with others, at any time within or without normal working hours, shall be and remain the sole and exclusive property of Employer.  Employer shall have the full right to use, assign, license or transfer all rights to or relating to Work Product.  Employee shall, whenever requested to do so by Employer (whether during Employee’s employment or thereafter), at Employer’s expense, execute any and all applications, assignments, or other instruments, and do all other things (including giving testimony in any legal proceeding) which Employer may deem necessary or appropriate in order to (a) apply for, obtain, maintain, enforce, or defend letters patent or copyright registrations of the United States or any other country for any Work Product, or (b) assign, transfer, convey, or otherwise make available to Employer any right, title or interest which Employee might otherwise have in any Work Product.  Employee shall promptly communicate, disclose, and, upon request, report upon and deliver all Work Product to Employer, and shall not use or permit any Work Product to be used for any purpose other than on behalf of Employer, whether during Employee’s employment or thereafter.





12.  Additional Obligations.  Both during and after the Term, Employee shall, upon reasonable notice, furnish Employer with such information as may be in Employee’s possession, and cooperate with Employer, as may reasonably be requested by Employer (and, after the Term, with due consideration for Employee’s obligations with respect to any new employment or business activity) in connection with any litigation in which Employer is or may become a party.  Employer shall reimburse Employee for all reasonable expenses incurred by Employee in fulfilling Employee’s obligations under this Section unless Employee is a party to such litigation adverse to Parent or Employer.





13.  Policies and Procedures.  Employer shall have the authority to establish from time to time the policies and procedures to be followed by Employee in handling the Business of the Employer.  A copy of all said policies and procedures, including all updates, revisions and amendments, shall be provided or made available to Employee without the necessity of a request.





14.  Mediation.  With respect to any disputes arising out of or related to this Agreement, the parties will first submit any such matter to non-binding mediation.  The parties shall share equally all initial costs of mediation.  If mediation is not successful, the parties may thereafter bring any additional legal action or proceeding with respect to this Agreement in accordance with the terms and conditions of Section 15 below.




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15.  Waiver of Right to Jury Trial.  The parties hereto hereby waive the right to a jury trial in any action, proceeding or counterclaim arising out of, or related to, the terms, conditions or enforcement of this Agreement, or any other aspect of the acts, transactions or occurrences described herein, or the transactions contemplated by or related to this Agreement.  The prevailing party (upon the issuance of a final, non-appealable judgment or order) shall be required to be reimbursed by the other party adverse to it or him for its or his reasonable attorneys’ and paralegals’ fees, experts’ fees and costs and fees related to the dispute, including costs of mediation or other legal proceeding, in addition to any other relief to which that party may be entitled.





16.  Governing Law.  This Agreement shall be construed in accordance with, and governed by, the Laws of the Commonwealth of Kentucky applicable to agreements to be performed entirely in the Commonwealth of Kentucky without regard to its conflicts of law rules.





17.  Headings.  The subject headings of the sections of this Agreement are included for purposes of convenience only, and shall not control or affect the meaning, construction or interpretation of any of its provisions.





18.  Notice.  Any notice or other communication required or permitted under this Agreement by either party hereto to the other shall be in writing, and shall be deemed effective upon (a) personal delivery, if delivered by hand, (b) three days after the date of deposit in the mails, postage prepaid, if mailed by certified or registered mail, or (c) the next business day, if sent by a prepaid overnight courier service, and in each case addressed as follows:





If to Employee, to:                John McMahon


6204 Crystal Point Drive


Louisville, Kentucky 40299





If to Employer, to:                 Macoven Pharmaceuticals, LLC


33219 Forest West Street


Magnolia, Texas 77354


Attn: Cooper Collins





If to Parent, to:                      Pernix Therapeutics Holdings, Inc.


33219 Forest West Street


Magnolia, Texas 77354


Attn: Cooper Collins





Any party may change the address or addresses to which notices are to be sent by giving notice of such change of address in the manner provided by this Section.




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19.  Binding Effect; Successors.  This Agreement shall be binding upon and shall inure to the benefit of Employer and Parent and their respective successors and assigns, and shall inure to the benefit of and be binding upon Employee and his executors, administrators, heirs and legal representatives.  Because Employee’s services hereunder are special, personal and unique in nature, Employee may not transfer, sell or otherwise assign his rights, obligations or benefits under this Agreement.  Nothing in this Agreement shall preclude Employer and/or Parent from assigning, in full or part, this Agreement to any affiliate of Employer, or preclude Employer or Parent from consolidating or merging into or with, or transferring all or substantially all of its assets to, another entity which assumes its obligations under this Agreement in full.





20.  Waiver.  No waiver of a default by either party of any term, covenant or condition hereof to be performed or observed by the other party shall be construed as, or operate as, a waiver of any subsequent default of the same or any other term, covenant or condition hereof.  No provision of this Agreement can be waived unless such waiver is expressed in writing and signed by all of the parties hereto.





21.  No Conflict.  Employee represents and warrants that Employee is not subject to any agreement, order, judgment or decree of any kind which would prevent Employee from entering into this Agreement or performing fully Employee’s obligations hereunder.





22.  Construction.  The language of this Agreement shall be construed as a whole, according to its fair meaning and intent and not strictly for or against any party, regardless of who drafted or was principally responsible for drafting the Agreement or any specific term or condition hereof.  The parties to this Agreement have had sufficient time to consult legal counsel and negotiate changes regarding the terms hereof.  This Agreement shall be deemed to have been drafted by both parties to this Agreement, and neither shall urge otherwise.





23.  Severability.  The provisions of this Agreement are severable.  The parties intend that if any provision of this Agreement should be adjudged invalid or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction only, be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining provisions hereof, provided such invalidity does not materially prejudice either party in its or his rights and obligations contained in the valid provisions of this Agreement, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.





24.  Counterparts; Entire Agreement; Modification.  This Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same instrument.  Signatures by facsimile shall be considered valid and binding on the parties hereto.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations, and understandings of the parties.  No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by all parties to this Agreement.




11





[COUNTERPART SIGNATURES ON THE FOLLOWING PAGES]





COUNTERPART SIGNATURE PAGE TO


AMENDED AND RESTATED


EMPLOYMENT AND NON-COMPETE AGREEMENT


BY AND AMONG


MACOVEN PHARMACEUTICALS, LLC


PERNIX THERAPEUTICS HOLDINGS, INC.


AND


JOHN MCMAHON








IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date hereof.




EMPLOYEE:

EMPLOYER:MACOVEN PHARMACEUTICALS, LLC/s/ John McMahon

By: PERNIX THERAPEUTICS, LLCJohn McMahonBy: PERNIX THERAPEUTICS HOLDINGS, INC.AGREED AND ACKNOWLEDGED:

By: /s/ Cooper CollinsName: Cooper CollinsEMPLOYEE’S SPOUSE:

Its: President and Chief Executive Officer/s/ Kimberly McMahonName: Kimberly McMahonPARENT:PERNIX THERAPEUTICS HOLDINGS, INC.By: /s/ Cooper CollinsName: Cooper CollinsIts: President and Chief Executive Officer





12








EXHIBIT A





Restricted Territories





ALABAMA




Autauga County

Baldwin County

Barbour County

Bibb County

Blount County

Bullock County

Butler County

Calhoun County

Chambers County

Cherokee County

Chilton County

Choctaw County

Clarke County

Clay County

Cleburne County

Coffee County

Colbert County

Conecuh County

Coosa County

Covington County

Crenshaw County

Cullman County

Dale County
Dallas County

DeKalb County

Elmore County

Escambia County

Etowah County

Fayette County

Franklin County

Geneva County

Greene County

Hale County

Henry County

Houston County

Jackson County

Jefferson County

Lamar County

Lauderdale County

Lawrence County

Lee County

Limestone County

Lowndes County

Macon County

Madison County

Marengo County
Marion County

Marshall County

Mobile County

Monroe County

Montgomery County

Morgan County

Perry County

Pickens County

Pike County

Randolph County

Russell County

Shelby County

St. Clair County

Sumter County

Talladega County

Tallapoosa County

Tuscaloosa County

Walker County

Washington County

Wilcox County

Winston CountyARIZONAApache County

Cochise County

Coconino County

Gila County

Graham County
Greenlee County

La Paz County

Maricopa County

Mohave County

Navajo County
Pima County

Pinal County

Santa Cruz County

Yavapai County

Yuma County  13
  ARKANSASArkansas County

Ashley County

Baxter County

Benton County

Boone County

Bradley County

Calhoun County

Carroll County

Chicot County

Clark County

Clay County

Cleburne County

Lafayette County

Lawrence County

Lee County

Lincoln County

Little River County

Logan County

Lonoke County

Madison County

Marion County

Miller County

Mississippi County

Monroe County

Montgomery County
Cleveland County

Columbia County

Conway County

Craighead County

Crawford County

Crittenden County

Cross County

Dallas County

Desha County

Drew County

Faulkner County

Franklin County

Nevada County

Newton County

Ouachita County

Perry County

Phillips County

Pike County

Poinsett County

Polk County

Pope County

Prairie County

Pulaski County

Randolph County

Saline County
Fulton County

Garland County

Grant County

Greene County

Hempstead County

Hot Spring County

Howard County

Independence County

Izard County

Jackson County

Jefferson County

Johnson County

Scott County

Searcy County

Sebastian County

Sevier County

Sharp County

St. Francis County

Stone County

Union County

Van Buren County

Washington County

White County

Woodruff County

Yell CountyCALIFORNIAAlameda County

Alpine County

Amador County

Butte County

Calaveras County

Colusa County

Contra Costa County

Del Norte County

El Dorado County

Fresno County

Glenn County

Humboldt County

Imperial County

Inyo County

Kern County

Kings County

Lake County

Lassen County

Los Angeles County

Madera County
Marin County

Mariposa County

Mendocino County

Merced County

Modoc County

Mono County

Monterey County

Napa County

Nevada County

Orange County

Placer County

Plumas County

Riverside County

Sacramento County

San Benito County

San Bernardino County

San Diego County

San Francisco County

San Joaquin County

San Luis Obispo County
San Mateo County

Santa Barbara County

Santa Clara County

Santa Cruz County

Shasta County

Sierra County

Siskiyou County

Solano County

Sonoma County

Stanislaus County

Sutter County

Tehama County

Trinity County

Tulare County

Tuolumne County

Ventura County

Yolo County

Yuba County
  14
  FLORIDAAlachua County

Baker County

Bay County

Bradford County

Brevard County

Broward County

Calhoun County

Charlotte County

Citrus County

Clay County

Collier County

Columbia County

Levy County

Liberty County

Madison County

Manatee County

Marion County

Martin County

Miami-Dade County

Monroe County

Nassau County

Okaloosa County

Okeechobee County
DeSoto County

Dixie County

Duval County

Escambia County

Flagler County

Franklin County

Gadsden County

Gilchrist County

Glades County

Gulf County

Hamilton County

Hardee County

Orange County

Osceola County

Palm Beach County

Pasco County

Pinellas County

Polk County

Putnam County

Saint Johns County

Saint Lucie County

Santa Rosa County

Sarasota County
Hendry County

Hernando County

Highlands County

Hillsborough County

Holmes County

Indian River County

Jackson County

Jefferson County

Lafayette County

Lake County

Lee County

Leon County

Seminole County

Sumter County

Suwannee County

Taylor County

Union County

Volusia County

Wakulla County

Walton County

Washington County
  15
  GEORGIAAppling County

Atkinson County

Bacon County

Baker County

Baldwin County

Banks County

Barrow County

Bartow County

Ben Hill County

Berrien County

Bibb County

Bleckley County

Brantley County

Brooks County

Bryan County

Bulloch County

Burke County

Butts County

Calhoun County

Camden County

Candler County

Carroll County

Catoosa County

Charlton County

Chatham County

Chattahoochee County

Chattooga County

Cherokee County

Clarke County

Clay County

Clayton County

Clinch County

Cobb County

Coffee County

Colquitt County

Columbia County

Oglethorpe County

Paulding County

Peach County

Pickens County

Pierce County

Pike County

Polk County

Pulaski County

Putnam County

Quitman County

Rabun County

Randolph County

Richmond County

Rockdale County

Schley County

Screven County

Seminole County

Spalding County
Cook County

Coweta County

Crawford County

Crisp County

Dade County

Dawson County

Decatur County

DeKalb County

Dodge County

Dooly County

Dougherty County

Douglas County

Early County

Echols County

Effingham County

Elbert County

Emanuel County

Evans County

Fannin County

Fayette County

Floyd County

Forsyth County

Franklin County

Fulton County

Gilmer County

Glascock County

Glynn County

Gordon County

Grady County

Greene County

Gwinnett County

Habersham County

Hall County

Hancock County

Haralson County

Harris County

Stephens County

Stewart County

Sumter County

Talbot County

Taliaferro County

Tattnall County

Taylor County

Telfair County

Terrell County

Thomas County

Tift County

Toombs County

Towns County

Treutlen County

Troup County

Turner County

Twiggs County

Union County
Hart County

Heard County

Henry County

Houston County

Irwin County

Jackson County

Jasper County

Jeff Davis County

Jefferson County

Jenkins County

Johnson County

Jones County

Lamar County

Lanier County

Laurens County

Lee County

Liberty County

Lincoln County

Long County

Lowndes County

Lumpkin County

Macon County

Madison County

Marion County

McDuffie County

McIntosh County

Meriwether County

Miller County

Mitchell County

Monroe County

Montgomery County

Morgan County

Murray County

Muscogee County

Newton County

Oconee County

Upson County

Walker County

Walton County

Ware County

Warren County

Washington County

Wayne County

Webster County

Wheeler County

White County

Whitfield County

Wilcox County

Wilkes County

Wilkinson County

Worth County  16
  ILLINOISAdams County

Alexander County

Bond County

Boone County

Brown County

Bureau County

Calhoun County

Carroll County

Cass County

Champaign County

Christian County

Clark County

Clay County

Clinton County

Coles County

Cook County

Crawford County

Cumberland County

De Witt County

DeKalb County

Douglas County

DuPage County

Edgar County

Edwards County

Effingham County

Fayette County

Ford County

Franklin County

Fulton County

Stark County

Stephenson County

Tazewell County

Union County

Vermilion County

Wabash County
Gallatin County

Greene County

Grundy County

Hamilton County

Hancock County

Hardin County

Henderson County

Henry County

Iroquois County

Jackson County

Jasper County

Jefferson County

Jersey County

Jo Daviess County

Johnson County

Kane County

Kankakee County

Kendall County

Knox County

La Salle County

Lake County

Lawrence County

Lee County

Livingston County

Logan County

Macon County

Macoupin County

Madison County

Marion County

Warren County

Washington County

Wayne County

White County

Whiteside County

Will County
Marshall County

Mason County

Massac County

McDonough County

McHenry County

McLean County

Menard County

Mercer County

Monroe County

Montgomery County

Morgan County

Moultrie County

Ogle County

Peoria County

Perry County

Piatt County

Pike County

Pope County

Pulaski County

Putnam County

Randolph County

Richland County

Rock Island County

Saline County

Sangamon County

Schuyler County

Scott County

Shelby County

St. Clair County

Williamson County

Winnebago County

Woodford County
  17
  INDIANAAdams County

Allen County

Bartholomew County

Benton County

Blackford County

Boone County

Brown County

Carroll County

Cass County

Clark County

Clay County

Clinton County

Crawford County

Daviess County

Dearborn County

Decatur County

DeKalb County

Delaware County

Dubois County

Elkhart County

Fayette County

Floyd County

Fountain County

Franklin County

Fulton County

Gibson County

Grant County

Greene County

Hamilton County

Hancock County

Harrison County
Hendricks County

Henry County

Howard County

Huntington County

Jackson County

Jasper County

Jay County

Jefferson County

Jennings County

Johnson County

Knox County

Kosciusko County

LaGrange County

Lake County

LaPorte County

Lawrence County

Madison County

Marion County

Marshall County

Martin County

Miami County

Monroe County

Montgomery County

Morgan County

Newton County

Noble County

Ohio County

Orange County

Owen County

Parke County

Perry County
Pike County

Porter County

Posey County

Pulaski County

Putnam County

Randolph County

Ripley County

Rush County

Scott County

Shelby County

Spencer County

St. Joseph County

Starke County

Steuben County

Sullivan County

Switzerland County

Tippecanoe County

Tipton County

Union County

Vanderburgh County

Vermillion County

Vigo County

Wabash County

Warren County

Warrick County

Washington County

Wayne County

Wells County

White County

Whitley County
  18
  KANSASAllen County

Anderson County

Atchison County

Barber County

Barton County

Bourbon County

Brown County

Doniphan County

Douglas County

Edwards County

Elk County

Ellis County

Ellsworth County

Finney County

Ford County

Franklin County

Geary County

Gove County

Graham County

Grant County

Gray County

Greeley County

Greenwood County

Hamilton County

Harper County

Harvey County

Haskell County

Hodgeman County

Jackson County

Jefferson County

Jewell County

Johnson County

Kearny County

Kingman County

Kiowa County
Butler County

Chase County

Chautauqua County

Cherokee County

Cheyenne County

Clark County

Clay County

Labette County

Lane County

Leavenworth County

Lincoln County

Linn County

Logan County

Lyon County

Marion County

Marshall County

McPherson County

Meade County

Miami County

Mitchell County

Montgomery County

Morris County

Morton County

Nemaha County

Neosho County

Ness County

Norton County

Osage County

Osborne County

Ottawa County

Pawnee County

Phillips County

Pottawatomie County

Pratt County

Rawlins County
Cloud County

Coffey County

Comanche County

Cowley County

Crawford County

Decatur County

Dickinson County

Reno County

Republic County

Rice County

Riley County

Rooks County

Rush County

Russell County

Saline County

Scott County

Sedgwick County

Seward County

Shawnee County

Sheridan County

Sherman County

Smith County

Stafford County

Stanton County

Stevens County

Sumner County

Thomas County

Trego County

Wabaunsee County

Wallace County

Washington County

Wichita County

Wilson County

Woodson County

Wyandotte County
  19
  KENTUCKYAdair County

Allen County

Anderson County

Ballard County

Barren County

Bath County

Bell County

Boone County

Bourbon County

Boyd County

Boyle County

Bracken County

Breathitt County

Breckinridge County

Bullitt County

Butler County

Caldwell County

Calloway County

Jackson County

Jefferson County

Jessamine County

Johnson County

Kenton County

Knott County

Knox County

Larue County

Laurel County

Lawrence County

Lee County

Leslie County

Letcher County

Lewis County

Lincoln County

Livingston County

Logan County

Lyon County

Madison County

Magoffin County

Marion County

Marshall County
Campbell County

Carlisle County

Carroll County

Carter County

Casey County

Christian County

Clark County

Clay County

Clinton County

Crittenden County

Cumberland County

Daviess County

Edmonson County

Elliott County

Estill County

Fayette County

Fleming County

Floyd County

Martin County

Mason County

McCracken County

McCreary County

McLean County

Meade County

Menifee County

Mercer County

Metcalfe County

Monroe County

Montgomery County

Morgan County

Muhlenberg County

Nelson County

Nicholas County

Ohio County

Oldham County

Owen County

Owsley County

Pendleton County

Perry County

Pike County
Franklin County

Fulton County

Gallatin County

Garrard County

Grant County

Graves County

Grayson County

Green County

Greenup County

Hancock County

Hardin County

Harlan County

Harrison County

Hart County

Henderson County

Henry County

Hickman County

Hopkins County

Powell County

Pulaski County

Robertson County

Rockcastle County

Rowan County

Russell County

Scott County

Shelby County

Simpson County

Spencer County

Taylor County

Todd County

Trigg County

Trimble County

Union County

Warren County

Washington County

Wayne County

Webster County

Whitley County

Wolfe County

Woodford County
  20
  LOUISIANAAcadia Parish

Allen Parish

Ascension Parish

Assumption Parish

Avoyelles Parish

Beauregard Parish

Bienville Parish

Bossier Parish

Caddo Parish

Calcasieu Parish

Caldwell Parish

Cameron Parish

Catahoula Parish

Claiborne Parish

Concordia Parish

De Soto Parish

East Baton Rouge Parish

East Carroll Parish

East Feliciana Parish

Evangeline Parish

Franklin Parish

Grant Parish
Iberia Parish

Iberville Parish

Jackson Parish

Jefferson Davis Parish

Jefferson Parish

La Salle Parish

Lafayette Parish

Lafourche Parish

Lincoln Parish

Livingston Parish

Madison Parish

Morehouse Parish

Natchitoches Parish

Orleans Parish

Ouachita Parish

Plaquemines Parish

Pointe Coupee Parish

Rapides Parish

Red River Parish

Richland Parish

Sabine Parish

St. Bernard Parish
St. Charles Parish

St. Helena Parish

St. James Parish

St. John the Baptist Parish

St. Landry Parish

St. Martin Parish

St. Mary Parish

St. Tammany Parish

Tangipahoa Parish

Tensas Parish

Terrebonne Parish

Union Parish

Vermilion Parish

Vernon Parish

Washington Parish

Webster Parish

West Baton Rouge Parish

West Carroll Parish

West Feliciana Parish

Winn ParishMISSISSIPPIAdams County

Alcorn County

Amite County

Attala County

Benton County

Bolivar County

Calhoun County

Carroll County

Chickasaw County

Choctaw County

Claiborne County

Clarke County

Clay County

Coahoma County

Copiah County

Covington County

DeSoto County

Forrest County

Franklin County

George County

Greene County

Grenada County

Hancock County

Harrison County

Hinds County

Holmes County

Humphreys County

Issaquena County
Itawamba County

Jackson County

Jasper County

Jefferson County

Jefferson Davis County

Jones County

Kemper County

Lafayette County

Lamar County

Lauderdale County

Lawrence County

Leake County

Lee County

Leflore County

Lincoln County

Lowndes County

Madison County

Marion County

Marshall County

Monroe County

Montgomery County

Neshoba County

Newton County

Noxubee County

Oktibbeha County

Panola County

Pearl River County

Perry County
Pike County

Pontotoc County

Prentiss County

Quitman County

Rankin County

Scott County

Sharkey County

Simpson County

Smith County

Stone County

Sunflower County

Tallahatchie County

Tate County

Tippah County

Tishomingo County

Tunica County

Union County

Walthall County

Warren County

Washington County

Wayne County

Webster County

Wilkinson County

Winston County

Yalobusha County

Yazoo County
  21
  MISSOURIAdair County

Andrew County

Atchison County

Audrain County

Barry County

Barton County

Bates County

Benton County

Bollinger County

Boone County

Buchanan County

Butler County

Caldwell County

Callaway County

Camden County

Cape Girardeau County

Carroll County

Knox County

Laclede County

Lafayette County

Lawrence County

Lewis County

Lincoln County

Linn County

Livingston County

Macon County

Madison County

Maries County

Marion County

McDonald County

Mercer County

Miller County

Mississippi County

Moniteau County

Monroe County

Montgomery County

Morgan County

New Madrid County

Newton County
Carter County

Cass County

Cedar County

Chariton County

Christian County

Clark County

Clay County

Clinton County

Cole County

Cooper County

Crawford County

Dade County

Dallas County

Daviess County

DeKalb County

Dent County

Douglas County

Nodaway County

Oregon County

Osage County

Ozark County

Pemiscot County

Perry County

Pettis County

Phelps County

Pike County

Platte County

Polk County

Pulaski County

Putnam County

Ralls County

Randolph County

Ray County

Reynolds County

Ripley County

Saline County

Schuyler County

Scotland County

Scott County
Dunklin County

Franklin County

Gasconade County

Gentry County

Greene County

Grundy County

Harrison County

Henry County

Hickory County

Holt County

Howard County

Howell County

Iron County

Jackson County

Jasper County

Jefferson County

Johnson County

Shannon County

Shelby County

St. Charles County

St. Clair County

St. Francois County

St. Louis city

St. Louis County

Ste. Genevieve County

Stoddard County

Stone County

Sullivan County

Taney County

Texas County

Vernon County

Warren County

Washington County

Wayne County

Webster County

Worth County

Wright County
  22
  NEW YORKAlbany County

Allegany County

Bronx County

Broome County

Cattaraugus County

Cayuga County

Chautauqua County

Chemung County

Chenango County

Clinton County

Columbia County

Cortland County

Delaware County

Dutchess County

Erie County

Essex County

Franklin County

Fulton County

Genesee County

Greene County

Hamilton County
Herkimer County

Jefferson County

Kings County

Lewis County

Livingston County

Madison County

Monroe County

Montgomery County

Nassau County

New York County

Niagara County

Oneida County

Onondaga County

Ontario County

Orange County

Orleans County

Oswego County

Otsego County

Putnam County

Queens County

Rensselaer County
Richmond County

Rockland County

Saratoga County

Schenectady County

Schoharie County

Schuyler County

Seneca County

St. Lawrence County

Steuben County

Suffolk County

Sullivan County

Tioga County

Tompkins County

Ulster County

Warren County

Washington County

Wayne County

Westchester County

Wyoming County

Yates CountyNEW JERSEYAtlantic County

Camden County

Cape May County

Cumberland County

Essex County

Gloucester County

Hudson County
Bergen County

Hunterdon County

Mercer County

Middlesex County

Monmouth County

Morris County

Ocean County
Burlington County

Passaic County

Salem County

Somerset County

Sussex County

Union County

Warren County
  23
  NORTH CAROLINAAlamance County

Alexander County

Alleghany County

Anson County

Ashe County

Avery County

Beaufort County

Bertie County

Bladen County

Brunswick County

Buncombe County

Burke County

Cabarrus County

Caldwell County

Camden County

Carteret County

Caswell County

Catawba County

Chatham County

Cherokee County

Chowan County

Clay County

Cleveland County

Columbus County

Craven County

Cumberland County

Currituck County

Dare County

Davidson County

Davie County

Duplin County

Durham County

Edgecombe County

Forsyth County
Franklin County

Gaston County

Gates County

Graham County

Granville County

Greene County

Guilford County

Halifax County

Harnett County

Haywood County

Henderson County

Hertford County

Hoke County

Hyde County

Iredell County

Jackson County

Johnston County

Jones County

Lee County

Lenoir County

Lincoln County

Macon County

Madison County

Martin County

McDowell County

Mecklenburg County

Mitchell County

Montgomery County

Moore County

Nash County

New Hanover County

Northampton County

Onslow County

Orange County
Pamlico County

Pasquotank County

Pender County

Perquimans County

Person County

Pitt County

Polk County

Randolph County

Richmond County

Robeson County

Rockingham County

Rowan County

Rutherford County

Sampson County

Scotland County

Stanly County

Stokes County

Surry County

Swain County

Transylvania County

Tyrrell County

Union County

Vance County

Wake County

Warren County

Washington County

Watauga County

Wayne County

Wilkes County

Wilson County

Yadkin County

Yancey County
  24
  OHIOAdams County

Allen County

Ashland County

Carroll County

Champaign County

Clark County

Clermont County

Clinton County

Columbiana County

Coshocton County

Crawford County

Cuyahoga County

Darke County

Defiance County

Delaware County

Erie County

Fairfield County

Fayette County

Franklin County

Fulton County

Gallia County

Geauga County

Greene County

Guernsey County

Hamilton County

Hancock County

Hardin County

Harrison County

Henry County

Highland County
Ashtabula County

Athens County

Auglaize County

Hocking County

Holmes County

Huron County

Jackson County

Jefferson County

Knox County

Lake County

Lawrence County

Licking County

Logan County

Lorain County

Lucas County

Madison County

Mahoning County

Marion County

Medina County

Meigs County

Mercer County

Miami County

Monroe County

Montgomery County

Morgan County

Morrow County

Muskingum County

Noble County

Ottawa County

Paulding County
Belmont County

Brown County

Butler County

Perry County

Pickaway County

Pike County

Portage County

Preble County

Putnam County

Richland County

Ross County

Sandusky County

Scioto County

Seneca County

Shelby County

Stark County

Summit County

Trumbull County

Tuscarawas County

Union County

Van Wert County

Vinton County

Warren County

Washington County

Wayne County

Williams County

Wood County

Wyandot CountyOKLAHOMAAdair County

Alfalfa County

Atoka County

Beaver County

Beckham County

Blaine County

Bryan County

Caddo County

Canadian County

Carter County

Cherokee County

Choctaw County

Cimarron County

Cleveland County

Coal County

Comanche County

Cotton County

Craig County

Creek County

Ottawa County

Pawnee County

Payne County

Pittsburg County

Pontotoc County

Pottawatomie County

Pushmataha County
Custer County

Delaware County

Dewey County

Ellis County

Garfield County

Garvin County

Grady County

Grant County

Greer County

Harmon County

Harper County

Haskell County

Hughes County

Jackson County

Jefferson County

Johnston County

Kay County

Kingfisher County

Kiowa County

Roger Mills County

Rogers County

Seminole County

Sequoyah County

Stephens County

Texas County

Tillman County
Latimer County

Le Flore County

Lincoln County

Logan County

Love County

Major County

Marshall County

Mayes County

McClain County

McCurtain County

McIntosh County

Murray County

Muskogee County

Noble County

Nowata County

Okfuskee County

Oklahoma County

Okmulgee County

Osage County

Tulsa County

Wagoner County

Washington County

Washita County

Woods County

Woodward County
  25
  PENNSYLVANIAAdams County

Allegheny County

Armstrong County

Beaver County

Bedford County

Berks County

Blair County

Bradford County

Bucks County

Butler County

Cambria County

Cameron County

Carbon County

Centre County

Chester County

Clarion County

Clearfield County

Clinton County

Columbia County

Crawford County

Cumberland County

Dauphin County

Delaware County
Elk County

Erie County

Fayette County

Forest County

Franklin County

Fulton County

Greene County

Huntingdon County

Indiana County

Jefferson County

Juniata County

Lackawanna County

Lancaster County

Lawrence County

Lebanon County

Lehigh County

Luzerne County

Lycoming County

McKean County

Mercer County

Mifflin County

Monroe County

Montgomery County
Montour County

Northampton County

Northumberland County

Perry County

Philadelphia County

Pike County

Potter County

Schuylkill County

Snyder County

Somerset County

Sullivan County

Susquehanna County

Tioga County

Union County

Venango County

Warren County

Washington County

Wayne County

Westmoreland County

Wyoming County

York CountySOUTH CAROLINAAbbeville County

Aiken County

Allendale County

Anderson County

Bamberg County

Barnwell County

Beaufort County

Berkeley County

Calhoun County

Charleston County

Cherokee County

Chester County

Chesterfield County

Richland County

Saluda County

Spartanburg County
Clarendon County

Colleton County

Darlington County

Dillon County

Dorchester County

Edgefield County

Fairfield County

Florence County

Georgetown County

Greenville County

Greenwood County

Hampton County

Horry County

Sumter County

Union County

Williamsburg County
Jasper County

Kershaw County

Lancaster County

Laurens County

Lee County

Lexington County

Marion County

Marlboro County

McCormick County

Newberry County

Oconee County

Orangeburg County

Pickens County

York County
  26
  TENNESSEEAnderson County

Bedford County

Benton County

Bledsoe County

Blount County

Bradley County

Campbell County

Cannon County

Carroll County

Carter County

Cheatham County

Chester County

Claiborne County

Clay County

Cocke County

Coffee County

Crockett County

Cumberland County

Davidson County

Decatur County

DeKalb County

Dickson County

Dyer County

Fayette County

Fentress County

Franklin County

Gibson County

Giles County

Grainger County

Greene County

Grundy County

Hamblen County
Hamilton County

Hancock County

Hardeman County

Hardin County

Hawkins County

Haywood County

Henderson County

Henry County

Hickman County

Houston County

Humphreys County

Jackson County

Jefferson County

Johnson County

Knox County

Lake County

Lauderdale County

Lawrence County

Lewis County

Lincoln County

Loudon County

Macon County

Madison County

Marion County

Marshall County

Maury County

McMinn County

McNairy County

Meigs County

Monroe County

Montgomery County

Moore County
Morgan County

Obion County

Overton County

Perry County

Pickett County

Polk County

Putnam County

Rhea County

Roane County

Robertson County

Rutherford County

Scott County

Sequatchie County

Sevier County

Shelby County

Smith County

Stewart County

Sullivan County

Sumner County

Tipton County

Trousdale County

Unicoi County

Union County

Van Buren County

Warren County

Washington County

Wayne County

Weakley County

White County

Williamson County

Wilson County
  TEXASAnderson County

Andrews County

Angelina County

Aransas County

Archer County

Armstrong County

Atascosa County

Austin County

Bailey County
Bandera County

Bastrop County

Baylor County

Bee County

Bell County

Bexar County

Blanco County

Borden County

Bosque County
Bowie County

Brazoria County

Brazos County

Brewster County

Briscoe County

Brooks County

Brown County

Burleson County

Burnet County  27
 Caldwell County

Calhoun County

Callahan County

Cameron County

Camp County

Carson County

Cass County

Castro County

Chambers County

Cherokee County

Childress County

Clay County

Cochran County

Coke County

Coleman County

Collin County

Collingsworth County

Colorado County

Comal County

Comanche County

Concho County

Cooke County

Coryell County

Cottle County

Crane County

Crockett County

Crosby County

Culberson County

Dallam County

Dallas County

Dawson County

Deaf Smith County

Delta County

Denton County

DeWitt County

Dickens County

Dimmit County

Donley County

Duval County

Eastland County

Ector County

Edwards County

El Paso County

Ellis County

Erath County

Falls County

Fannin County

Fayette County

Fisher County

Navarro County

Newton County

Nolan County

Nueces County

Ochiltree County

Oldham County

Orange County

Palo Pinto County

Panola County

Parker County

Parmer County

Pecos County

Polk County

Potter County

Presidio County

Rains County

Randall County

Reagan County

Real County

Red River County

Reeves County

Refugio County

Roberts County

Robertson County

Rockwall County

Runnels County

Rusk County
Floyd County

Foard County

Fort Bend County

Franklin County

Freestone County

Frio County

Gaines County

Galveston County

Garza County

Gillespie County

Glasscock County

Goliad County

Gonzales County

Gray County

Grayson County

Gregg County

Grimes County

Guadalupe County

Hale County

Hall County

Hamilton County

Hansford County

Hardeman County

Hardin County

Harris County

Harrison County

Hartley County

Haskell County

Hays County

Hemphill County

Henderson County

Hidalgo County

Hill County

Hockley County

Hood County

Hopkins County

Houston County

Howard County

Hudspeth County

Hunt County

Hutchinson County

Irion County

Jack County

Jackson County

Jasper County

Jeff Davis County

Jefferson County

Jim Hogg County

Jim Wells County

Sabine County

San Augustine County

San Jacinto County

San Patricio County

San Saba County

Schleicher County

Scurry County

Shackelford County

Shelby County

Sherman County

Smith County

Somervell County

Starr County

Stephens County

Sterling County

Stonewall County

Sutton County

Swisher County

Tarrant County

Taylor County

Terrell County

Terry County

Throckmorton County

Titus County

Tom Green County

Travis County

Trinity County
Johnson County

Jones County

Karnes County

Kaufman County

Kendall County

Kenedy County

Kent County

Kerr County

Kimble County

King County

Kinney County

Kleberg County

Knox County

La Salle County

Lamar County

Lamb County

Lampasas County

Lavaca County

Lee County

Leon County

Liberty County

Limestone County

Lipscomb County

Live Oak County

Llano County

Loving County

Lubbock County

Lynn County

Madison County

Marion County

Martin County

Mason County

Matagorda County

Maverick County

McCulloch County

McLennan County

McMullen County

Medina County

Menard County

Midland County

Milam County

Mills County

Mitchell County

Montague County

Montgomery County

Moore County

Morris County

Motley County

Nacogdoches County

Tyler County

Upshur County

Upton County

Uvalde County

Val Verde County

Van Zandt County

Victoria County

Walker County

Waller County

Ward County

Washington County

Webb County

Wharton County

Wheeler County

Wichita County

Wilbarger County

Willacy County

Williamson County

Wilson County

Winkler County

Wise County

Wood County

Yoakum County

Young County

Zapata County

Zavala County


28