Impax Laboratories, Inc. (NASDAQ:IPXL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 20, 2016, Impax Laboratories, Inc. (the Company)
announced that G. Frederick Wilkinson and the Company have
mutually agreed that Mr. Wilkinson separate from his positions as
President and Chief Executive Officer and resign as a member of
the Board of Directors (the Board) of the Company, effective
December 19, 2016 (the Separation Date).

On December 19, 2016, the Company appointed J. Kevin Buchi as
interim President and Chief Executive Officer while the Board
conducts a search for a permanent President and Chief Executive
Officer.

Mr. Buchi, age 61, is currently a director of the Company and has
served on the Board since his appointment on November 23, 2016.
Mr. Buchi has served as President and Chief Executive Officer and
a member of the board of directors of TetraLogic Pharmaceuticals
Corporation (Nasdaq: TLOG), a clinical-stage biopharmaceutical
company (TetraLogic Pharmaceuticals), since August 2013. Mr.
Buchi intends to retire from his positions at TetraLogic
Pharmaceuticals at the end of the year commensurate with
TetraLogic Pharmaceuticals previously announced asset sale to
Medivir AB, which transaction is currently expected to close by
December 31, 2016. Prior to his time at TetraLogic
Pharmaceuticals, Mr. Buchi served as Corporate Vice President,
Global Branded Products of Teva Pharmaceutical Industries Ltd.
(NYSE: TEVA), a pharmaceutical company (Teva), from October 2011
to May 2012. Prior to his position at Teva, Mr. Buchi served as
Chief Executive Officer of Cephalon, Inc. (formerly Nasdaq:
CEPH), a pharmaceutical company subsequently acquired by Teva
(Cephalon), from December 2010 to October 2011, and held various
positions at Cephalon including Chief Operating Officer from
January 2010 to December 2010 and Chief Financial Officer from
1996 to 2009. Since April 2013, he has served as a director on
the board and as a member of the remuneration and nominating
committee and audit committee of the board of Benitec Biopharma
Ltd. (Nasdaq: BNTC), a biotechnology company headquartered in
Australia. Mr. Buchi has previously served on the board and
committees of various pharmaceutical and biotechnology companies
including: the board and the audit committee of EPIRUS
Biopharmaceuticals, Inc. (formerly Nasdaq: EPRS), a
biopharmaceutical company, from June 2013 to July 2016; the board
and the compensation committee of Alexza Pharmaceuticals, Inc.
(formerly Nasdaq: ALXA), a pharmaceutical company focused on the
acute treatment of central nervous system conditions
(subsequently acquired), from January 2013 to June 2016; the
board and the audit committee of Forward Pharma A/S (Nasdaq:
FWP), a biotechnology company founded in Denmark, from December
2012 to May 2016; the board and the audit, compensation and
nominating and corporate governance committees of Stemline
Therapeutics, Inc. (Nasdaq: STML), a clinical stage
biopharmaceutical company, from March 2012 to May 2016; and the
board and audit committee of Meslobast Limited, an Australian
securities exchange listed biotechnology company, from 2010 to
2012. Mr. Buchi received his B.A. degree from Cornell University
and a Masters of Management from the J.L. Kellogg Graduate School
of Management at Northwestern University.

In connection with Mr. Buchis appointment as interim President
and Chief Executive Officer of the Company, the Company entered
into a letter agreement with Mr. Buchi on December 19, 2016,
effective as of such date (the Buchi Letter Agreement). Mr. Buchi
will receive as compensation $10,000 per week of service as
interim President and Chief Executive Officer. Mr. Buchi will
also be eligible to participate in all employee benefit plans and
coverage under all insurance policies, from time to time in
effect for executives of the Company generally, and receive
reimbursement for reasonable and necessary business expenses,
including reasonable travel between his home and the Companys
principal offices in New Jersey and California. For the duration
of his service as interim President and Chief Executive Officer,
Mr. Buchi will not receive compensation as a director of the
Company. The selection of Mr. Buchi to serve as interim President
and Chief Executive Officer was not to any arrangement or
understanding with respect to any other person. In addition,
there are no family relationships between Mr. Buchi and any
director or other executive officer of the Company and there are
no related persons transactions between the Company and Mr. Buchi
reportable under Item 404(a) of Regulation S-K.

The foregoing is only a summary of certain terms of the Buchi
Letter Agreement and is qualified in its entirety by the full
text of the Buchi Letter Agreement, which will be filed as an
exhibit to the Companys Annual Report on Form 10-K for the year
ended December 31, 2016.

In connection with his separation from the Company, Mr. Wilkinson
and the Company entered into a General Release and Waiver dated
as of December 19, 2016 (the General Release and Waiver). The
General Release and Waiver provides that Mr. Wilkinson will be
entitled to a severance payment of $1,829,880, which is equal to
two times Mr. Wilkinsons current base salary, less any required
taxes, deductions or withholdings. Mr. Wilkinson will also be
entitled to a bonus payment of $1,967,793, which is equal to two
times the average target bonus Mr. Wilkinson received from the
Company for all fiscal years completed during the term of his
employment agreement with the Company. Both the severance and the
bonus payment will be paid to Mr. Wilkinson in installments on
the Companys normal payroll dates in accordance with a schedule
provided therein and that complies with, or is exempt from, IRS
Code 409A. The Company has also agreed to pay Mr. Wilkinson no
later than March 15, 2017, a portion of his target bonus for the
fiscal year 2016, prorated by the number of days in 2016 Mr.
Wilkinson was employed by the Company as President and Chief
Executive Officer, less any required taxes, deductions or
withholdings, to be determined based solely on the Companys
actual results against the Companys goals for the year. Mr.
Wilkinson will also be eligible to continue to participate in
certain of the Companys medical and benefit plans for a period of
up to 24 consecutive months following the Separation Date. The
General Release and Waiver further provides for 12 month
acceleration of vesting for certain stock options and shares of
restricted stock as set forth therein. In order to be entitled to
the termination benefits and payments described above, Mr.
Wilkinson must not revoke the General Release and Waiver within
seven calendar days from the date of execution of the General
Release and Waiver. Mr. Wilkinson will continue to be bound by
the continuing covenants of his employment agreement and the
Employee Invention and Proprietary Information Agreement.

The foregoing is only a summary of certain terms of the General
Release and Waiver and is qualified in its entirety by the full
text of the General Release and Waiver, which will be filed as an
exhibit to the Companys Annual Report on Form 10-K for the year
ended December 31, 2016.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On and effective December 19, 2016, the Board amended the amended
and restated bylaws of the Company, as amended (the Bylaws). The
amendment to the Bylaws (Amendment No. 7) amends Article III,
Section 14 of the Bylaws to decrease the maximum number of
directors authorized to serve on the Board from nine to eight. As
amended, this section provides that the authorized number of
directors shall be no less than one nor more than eight.

The foregoing summary of the Amendment No. 7 does not purport to
be complete and is qualified in its entirety by reference to
Amendment No. 7, a copy of which is attached hereto as Exhibit
3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith.