UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2024

PROVECTUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in charter)

Delaware	001-36457	90-0031917
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

800 S. Gay Street, Suite 1610, Knoxville, Tennessee 37929

(Address of Principal Executive Offices) (Zip Code)

(866) 594-5999

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1 and October 22, 2024, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Provectus Biopharmaceuticals, Inc. (the “Company”) met to review, and then recommended, initial equity grants for Ed Pershing, Chief Executive Officer, Dominic Rodrigues, President, Heather Raines, Chief Financial Officer (“CFO”), and independent directors Jack Lacey, III, MD and Webster Bailey, and an equity grant for Eric Wachter, PhD, Chief Technology Officer.

On November 18, 2024, the Board met and approved the Committee’s recommendations, subject to final reviews by the Board, which were concluded on December 2, 2024. All equity grants were made in the form of stock options having an exercise price of $0.2862 and a 10-year term (the “Stock Options”). Mr. Pershing, Mr. Rodrigues, Mrs. Raines, Dr. Wachter, Dr. Lacey, and Mr. Bailey received 25,470,215; 16,146,600; 4,197,890; 2,138,548; 775,082; and 775,082 Stock Options, respectively with grant date values of $3,081,896; $1,953,739; $507,945; $258,764; $93,785 and $93,785, respectively.

Stock Options for officers will vest in three equal annual installments beginning on the grant date. A copy of the form of the common stock option agreement for officers is filed as Exhibit 10.1 to this Current Report on Form 8-K. Stock Options for independent directors will vest immediately. A copy of the form of the common stock option agreement for directors is filed as Exhibit 10.2 to this Current Report on Form 8-K.

On October 22, 2024, the Committee also reviewed and recommended an increase in the annual base salary for Mrs. Raines from $125,000 to $200,00, effective as of December 1, 2024. On November 18, 2024, the Board also approved the Committee’s recommendation, subject to final review and contract finalization by the Board, which was concluded on December 2, 2024.

On December 3, 2024, the Company and Mrs. Raines entered into this new employment agreement (the “Raines Employment Agreement”), pursuant to which Mrs. Raines will continue to serve as CFO of the Company and will perform duties and services including but not limited to leading the finance and accounting function of the Company (including but not limited to analyzing, designing, and implementing financial and other business processes and changes thereof; evaluating, selecting, and implementing financial systems; developing, implementing, and enhancing financial reporting processes; coordinating financial operations; executing quarterly and annual planning and budgeting processes; and making all necessary regulatory public company filings in a timely manner), managing all short- and long-term strategic financial objectives of the Company, and supporting the Company’s executive team with all necessary financial information and operational analytics.

The Raines Employment Agreement has potential change-in-control and termination-not-for-cause severance payments as material terms of the agreement and contains customary confidentiality, non-competition, employee non-solicitation, and indemnification provisions.

The foregoing description of the Raines Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Raines Employment Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1		Form of Common Stock Option Agreement for Officers
10.2		Form of Common Stock Option Agreement for Independent Directors
10.3		Raines Employment Agreement, dated December 3, 2024, between the Company and Heather Raines.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 4, 2024

	PROVECTUS BIOPHARMACEUTICALS, INC.

	By:	/s/ Heather Raines
		Heather Raines
		Chief Financial Officer (Principal Financial Officer)

Exhibit 10.1

COMMON SHARE STOCK OPTION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

1. Issuance; Certain Definitions. In consideration of good and valuable consideration as of [● Date] (the “Grant Date”), the receipt of which is hereby acknowledged by PROVECTUS BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [● NAME] or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 p.m., New York City time, on [● Date], [● AMOUNT IN WORDS AND (NUMBER)] fully paid and nonassessable shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of [●] per share, subject to further adjustment as set forth herein. This Stock Option is being issued pursuant to that certain Subscription Agreement by and between the Company and the Holder of even date herewith. The Company and the Holder are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

2. Exercise of Stock Options.

2.1 Method of Exercise.

(a)

This Stock Option is exercisable in whole or in part at any time and from time to time. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission as provided in Section 8 hereof) a completed and duly executed Notice of Exercise (substantially in the form attached to this Stock Option as Exhibit A) as provided in this paragraph. The date such Notice of Exercise is faxed to the Company shall be the “Exercise Date,” provided that the Holder of this Stock Option tenders this Stock Option Certificate to the Company within five (5) business days thereafter. The Notice of Exercise shall be executed by the Holder of this Stock Option and shall indicate the number of shares then being purchased pursuant to such exercise. Upon surrender of this Stock Option Certificate, together with appropriate payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The Exercise Price may be paid in a “cashless” or “cash” exercise or a combination thereof pursuant to Section 2.1(b) and/or Section 2.1(c) below; provided, however, the Stock Option may not be exercised in a cashless manner during any period in which the Company has effective a Registration Statement filed under the Securities Act of 1933, as amended, for the sale or resale of shares of Common Stock issuable pursuant to this Stock Option.

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COMMON SHARE STOCK OPTION AGREEMENT

(b)

If the Holder elects a “cashless” exercise on its Notice of Exercise form, then the Holder shall thereby be entitled to receive a number of shares of Common Stock equal to (x) the excess of the Current Market Value (as defined below) over the total cash exercise price of the portion of the Stock Option then being exercised, divided by (y) the Market Price of the Common Stock as of the trading day immediately prior to the Exercise Date. For the purposes of this Stock Option, the terms (Q) “Current Market Value” shall be an amount equal to the Market Price of the Common Stock as of the trading day immediately prior to the Exercise Date, multiplied by the number of shares of Common Stock specified in such Notice of Exercise Form, and (R) “Market Price of the Common Stock” shall be the closing price of the Common Stock as reported by the OTC Bulletin Board, or if listed on a national securities exchange or quoted on an automated quotation service, such national securities exchange or automated quotation service, for the relevant date. If the Common Stock is not then listed on a national stock exchange or quoted on the OTC Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock as of the date of determination, as determined in good faith by the Board of Directors of the Company (the “Board”) and the Holder. If the Common Stock is not then listed on a national securities exchange, the OTC Bulletin Board or such other quotation system or association, the Board shall respond promptly, in writing, to an inquiry by the Holder prior to the exercise hereunder as to the fair market value of a share of Common Stock as determined by the Board. In the event that the Board and the Holder are unable to agree upon the fair market value, the Company and the Holder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Holder. Such adjustment shall be made successively whenever such a payment date is fixed.

(c)

If the Holder elects a “cash” exercise on its Notice of Exercise form, the Exercise Price per share of Common Stock for the shares then being exercised shall be payable in cash or by certified or official bank check.

(d)

The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.

2.2 Limitation on Exercise. Notwithstanding the provisions of this Stock Option or the Subscription Agreement, in no event (except (i) as specifically provided in this Stock Option as an exception to this provision, (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock, or (iii) at the Holder’s option, on at least sixty-five (65) days’ advance written notice from the Holder) shall the Holder be entitled to exercise this Stock Option, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of this Stock Option to the extent that, after such exercise the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Stock Options or other rights to purchase Common Stock), and (2) the number of shares of Common Stock issuable upon the exercise of the Stock Options with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such exercise). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Stock Option, further agrees that if the Holder transfers or assigns any of the Stock Options, such assignment shall be made subject to the transferee’s or assignee’s specific agreement to be bound by the provisions of this Section 2.2 as if such transferee or assignee were the original Holder hereof.

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COMMON SHARE STOCK OPTION AGREEMENT

3. Vesting of Stock Options.

3.1 Vesting Schedule. Subject to the terms and conditions of this Agreement, the Stock Options shall vest in three (3) equal annual installments (each an “Installment”) over a period of three (3) years, commencing on the Grant Date, as follows:

(a)

First Installment: 33.33% of the Stock Options shall vest on the Grant Date;

(b)

Second Installment: 33.33% of the Stock Options shall vest on the first anniversary of the Grant Date; and

(c)

Third Installment: The remaining 33.34% of the Stock Options shall vest on the second anniversary of the Grant Date.

3.2 Accelerated Vesting. Notwithstanding the vesting schedule set forth in Section 3.1:

(a)

Change in Control: In the event of a “Change in Control” (as defined in Section 3), all unvested Stock Options shall immediately vest in full; or

(b)

Death or Incapacitation of the Executive: In the event of the Executive’s death or incapacitation, all unvested Stock Options shall immediately vest in full.

3.3 Change in Control shall mean either:

(a)

A sale or other disposition of substantially all of the assets of the Company or a sale or disposition of a majority of the issued and outstanding common stock of the Company in a single transaction or in a series of transactions to a single person or entity or group of affiliated persons or entities prior to such transaction; or

(b)

A merger or consolidation of the Company with or into any other entity, if immediately after giving effect to such transaction more than fifty percent (50%) of the issued and outstanding common stock of the surviving entity of such transaction is held by a single person or entity or group of affiliated persons or entities who were not directors or stockholders of the Company prior to such transaction.

For purposes of Section 3.3, the definition of “person” shall be as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

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COMMON SHARE STOCK OPTION AGREEMENT

4. Reservation of Shares. The Company hereby agrees that at all times during the term of this Stock Option there shall be reserved for issuance upon exercise of this Stock Option such number of shares of its Common Stock as shall be required for issuance upon exercise of this Stock Option (the “Stock Option Shares”). The Company agrees that all Stock Option Shares issued upon due exercise of the Stock Option shall be, at the time of delivery of the certificates for such Stock Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

5. Mutilation or Loss of Stock Option. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Stock Option, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Stock Option, the Company will execute and deliver a duplicate Stock Option and any such lost, stolen, destroyed or mutilated Stock Option shall thereupon become void.

6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Stock Option and are not enforceable against the Company except to the extent set forth herein.

7. Protection Against Dilution and Other Adjustments.

7.1 Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to this Section 6, the Holder shall be entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Stock Option, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment multiplied by the total Exercise Price immediately before adjustment.

7.2 Dividends; Distributions. If the Company shall, at any time or from time to time while this Stock Option is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Exercise Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Stock Option Shares purchasable upon exercise of this Stock Option shall be adjusted by multiplying the number of Stock Option Shares purchasable upon exercise of this Stock Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Exercise Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

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COMMON SHARE STOCK OPTION AGREEMENT

7.3 Reorganization; Reclassification; Merger; Consolidation. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Stock Option Shares equal to the number of Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Stock Option. The provisions of this Section 6.3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

7.4 Distributions to Holders of Common Stock. In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6.2, or subscription rights or stock options), the Exercise Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Current Market Value per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or stock options, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Current Market Value per share of Common Stock immediately prior to such payment date.

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COMMON SHARE STOCK OPTION AGREEMENT

8. Transfer to Comply with the Securities Act. This Stock Option has not been registered under the Securities Act of 1933, as amended, (the “Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Stock Option or the Stock Option Shares. Except for transfers to officers, employees and affiliates of the Holder, neither this Stock Option nor any of the Stock Option Shares or any other security issued or issuable upon exercise of this Stock Option may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Stock Option, the Stock Option Shares and any other security issued or issuable upon exercise of this Stock Option shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

9. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, four days after the date of deposit in the United States mails, as follows:

If to the Company, to:

PROVECTUS BIOPHARMACEUTICALS, INC.

800 S. Gay St., Suite 1610

Knoxville, TN 37929

Attention: Heather Raines, Chief Financial Officer

Telephone: (866) 594-5999 (ext. 11)

Facsimile: (866) 998-0005

with a copy to:

Nathan Kibler

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

265 Brookview Centre Way, Suite 600

Knoxville, TN 37919

Telephone: (865) 549-7125

Facsimile: (865) 633-7125

If to the Holder, to:

[● NAME]

[● STREET]

[● CITY, STATE ZIP CODE]

Any Party may give notice in accordance with this Section to designate to another address or person for receipt of notices hereunder.

10. Supplements and Amendments; Whole Agreement. This Stock Option may be amended or supplemented only by an instrument in writing signed by the Parties hereto. This Stock Option contains the full understanding of the Parties with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

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COMMON SHARE STOCK OPTION AGREEMENT

11. Governing Law. This Stock Option shall be governed by, and construed in accordance with, the internal laws of the State of Tennessee without regard to the choice of law principles thereof. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Tennessee located in Knox County and the United States District Court for the Eastern District of Tennessee for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Stock Option and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Stock Option. Each of the Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each Party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

12. Jury Trial Waiver. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS STOCK OPTION AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

13. Counterparts. This Stock Option may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14. Descriptive Headings. Descriptive headings of the several Sections of this Stock Option are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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COMMON SHARE STOCK OPTION AGREEMENT

IN WITNESS WHEREOF, the Company has executed this Stock Option as of the date set forth above.

	PROVECTUS BIOPHARMACEUTICALS, INC

	By:
	Name:	Heather Raines
	Title:	Chief Financial Officer

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COMMON SHARE STOCK OPTION AGREEMENT

NOTICE OF EXERCISE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

STOCK OPTION TO PURCHASE COMMON STOCK

PROVECTUS BIOPHARMACEUTICALS, INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Stock Option Shares”) of Provectus Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), evidenced by the enclosed stock option (the “Stock Option”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or

____________ a “Cashless Exercise” with respect to _______________ Stock Option Shares.

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Stock Option Shares to be issued pursuant hereto, the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set forth below.

2. Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Stock Option Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Stock Option.

3. Delivery of Stock Option Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Stock Option Shares in accordance with the terms of the Stock Option. Delivery shall be made to Holder, or for its benefit, to the following address:

_______________________

______________________

Name of Registered Holder

By:			Date:
Name:
Title:

Exhibit 10.2

COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

1. Issuance; Certain Definitions. In consideration of good and valuable consideration as of [●] (the “Grant Date”), the receipt of which is hereby acknowledged by PROVECTUS BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [●] or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 p.m., New York City time, on [●], [●] fully paid and nonassessable shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of [●] per share, subject to further adjustment as set forth herein. This Stock Option is being issued pursuant to that certain Subscription Agreement by and between the Company and the Holder of even date herewith. The Company and the Holder are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”

2. Exercise of Stock Options.

2.1 Method of Exercise.

(a)

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

(b)

(c)

(d)

The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

3. Reservation of Shares. The Company hereby agrees that at all times during the term of this Stock Option there shall be reserved for issuance upon exercise of this Stock Option such number of shares of its Common Stock as shall be required for issuance upon exercise of this Stock Option (the “Stock Option Shares”). The Company agrees that all Stock Option Shares issued upon due exercise of the Stock Option shall be, at the time of delivery of the certificates for such Stock Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

4. Mutilation or Loss of Stock Option. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Stock Option, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Stock Option, the Company will execute and deliver a duplicate Stock Option and any such lost, stolen, destroyed or mutilated Stock Option shall thereupon become void.

5. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Stock Option and are not enforceable against the Company except to the extent set forth herein.

6. Protection Against Dilution and Other Adjustments.

6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is required pursuant to this Section 6, the Holder shall be entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Stock Option, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment multiplied by the total Exercise Price immediately before adjustment.

6.2 Dividends; Distributions. If the Company shall, at any time or from time to time while this Stock Option is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Exercise Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Stock Option Shares purchasable upon exercise of this Stock Option shall be adjusted by multiplying the number of Stock Option Shares purchasable upon exercise of this Stock Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Exercise Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Exercise Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

6.3 Reorganization; Reclassification; Merger; Consolidation. If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Stock Option Shares equal to the number of Stock Option Shares immediately theretofore issuable upon exercise of the Stock Option, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Holder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of the Holder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Stock Option. The provisions of this Section 6.3 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

6.4 Distributions to Holders of Common Stock. In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 6.2, or subscription rights or stock options), the Exercise Price to be in effect after such payment date shall be determined by multiplying the Exercise Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Current Market Value per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Board in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or stock options, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Current Market Value per share of Common Stock immediately prior to such payment date.

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

7. Transfer to Comply with the Securities Act. This Stock Option has not been registered under the Securities Act of 1933, as amended, (the “Act”) and has been issued to the Holder for investment and not with a view to the distribution of either the Stock Option or the Stock Option Shares. Except for transfers to officers, employees and affiliates of the Holder, neither this Stock Option nor any of the Stock Option Shares or any other security issued or issuable upon exercise of this Stock Option may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Stock Option, the Stock Option Shares and any other security issued or issuable upon exercise of this Stock Option shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section.

8. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, four days after the date of deposit in the United States mails, as follows:

If to the Company, to:

PROVECTUS BIOPHARMACEUTICALS, INC.

800 S. Gay St., Suite 1610

Knoxville, TN 37929

Attention: Heather Raines, Chief Financial Officer

Telephone: (866) 594-5999 (ext. 11)

Facsimile: (866) 998-0005

with a copy to:

Nathan Kibler

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

265 Brookview Centre Way, Suite 600

Knoxville, TN 37919

Telephone: (865) 549-7125

Facsimile: (865) 633-7125

If to the Holder, to:

[●]

Any Party may give notice in accordance with this Section to designate to another address or person for receipt of notices hereunder.

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

9. Supplements and Amendments; Whole Agreement. This Stock Option may be amended or supplemented only by an instrument in writing signed by the Parties hereto. This Stock Option contains the full understanding of the Parties with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

10. Governing Law. This Stock Option shall be governed by, and construed in accordance with, the internal laws of the State of Tennessee without regard to the choice of law principles thereof. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Tennessee located in Knox County and the United States District Court for the Eastern District of Tennessee for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Stock Option and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Stock Option. Each of the Parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each Party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

11. Jury Trial Waiver. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS STOCK OPTION AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

12. Counterparts. This Stock Option may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

13. Descriptive Headings. Descriptive headings of the several Sections of this Stock Option are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

IN WITNESS WHEREOF, the Company has executed this Stock Option as of the date set forth above.

	PROVECTUS BIOPHARMACEUTICALS, INC

	By:
	Name:	Heather Raines
	Title:	Chief Financial Officer

PROVECTUS BIOPHARMACEUTICALS, INC. 2024 EQUITY COMPENSATION PLAN

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COMMON SHARE STOCK OPTION AGREEMENT (NON-VESTING)

NOTICE OF EXERCISE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

STOCK OPTION TO PURCHASE COMMON STOCK

PROVECTUS BIOPHARMACEUTICALS, INC.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or

____________ a “Cashless Exercise” with respect to _______________ Stock Option Shares.

_______________________

______________________

Name of Registered Holder

By:			Date:
Name:
Title:

Exhibit 10.3

AMENDED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of this 1^st day of December 2024 by and between PROVECTUS BIOPHARMACEUTICALS, INC., a Delaware Corporation with its principal place of business in Knoxville, Tennessee (the “Company”), and Heather Raines (the “Executive”).

WITNESSETH:

WHEREAS, the Company recognizes the value of the Executive’s background, experience, and contributions, and desires to continue to employ the Executive as its Chief Financial Officer (the “CFO”);

WHEREAS, the Executive wishes to be employed by the Company in such capacity; and

WHEREAS, the Company and the Executive mutually desire that their employment relationship be set forth under the terms of a written employment agreement;

NOW, THEREFORE, in consideration of the foregoing and of the promises and mutual agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.	Employment. The Company agrees to employ the Executive and the Executive agrees to be employed by the Company on the terms and conditions set forth herein.

Term of Employment. The employment of the Executive by the Company as provided under Section 1 shall continue starting on December 1, 2024 and end on November 30, 2025, unless further extended or sooner terminated as hereinafter provided. On December 1, 2025 and on December 1^st of each year thereafter, the term of the Executive’s employment hereunder shall be automatically extended one (1) additional year, unless ninety (90) days prior to the date of such automatic extension the Company shall have delivered to the Executive or the Executive shall have delivered to the Company written notice that the term of the Executive’s employment hereunder shall not be extended.

3.	Position and Duties. The Executive shall serve as the Chief Financial Officer of the Company with responsibilities and authority:

(a)

Lead the finance and accounting function of the Company (including but not limited to analyzing, designing, and implementing financial and other business processes and changes thereof; evaluating, selecting, and implementing financial systems; developing, implementing, and enhancing financial reporting processes; coordinating financial operations; executing quarterly and annual planning and budgeting processes; and making all necessary regulatory public company filings in a timely manner), manage all short- and long-term strategic financial objectives of the Company, and support the Company’s executive team with all necessary financial information and operational analytics; and

(b)

As may be assigned from time to time by the Chief Executive Officer (the “CEO”) and/or the Board of Directors (the “Board”).

EXECUTIVE EMPLOYMENT AGREEMENT

The Executive agrees to perform faithfully and industriously the duties that the CEO and/or the Board may assign to him.

Place of Performance. In connection with the Executive’s employment hereunder, the Executive shall be based at the Company’s principal offices located in Knoxville, Tennessee. The Executive may execute her duties at the Company’s principal offices or, at the Executive’s discretion, any other location deemed suitable or necessary by the Executive.

5.	Compensation and Benefits. In consideration of the Executive’s performance of her duties hereunder, the Company shall provide the Executive with the following compensation and benefits during the term of her employment hereunder.

(a)

Base Salary. The Company shall pay to the Executive an aggregate base salary at a rate of Two Hundred Thousand Dollars ($200,000) per annum, payable in accordance with the Company’s normal payroll practices (the “Base Salary”). Such Base Salary may be increased from time to time by the Board in accordance with the normal business practices of the Company.

Compensation of the Executive by the Base Salary payments shall not be deemed exclusive and shall not prevent the Executive from participating in any other compensation or benefit program of the Company. Such Base Salary payments (including increases thereto) shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit, or payment hereunder shall in any way limit or reduce the obligation of the Company with respect to such Base Salary.

(b)

Incentive Compensation. The Executive shall have the right to participate in any incentive compensation plan or bonus plan adopted by the Company and to receive any incentive compensation or bonus award approved and provided to her by the Board without diminution of any compensation or benefit provided for in this Agreement.

(c)

Expenses. The Company, as applicable, shall promptly reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in her performance of services hereunder, including all such expenses of technology hardware and software, of communications hardware, and of travel and living expenses while away from home on the business of the Company, provided that such expenses are incurred, accounted for, and documented in accordance with the Company’s regular policies and in compliance with Internal Revenue Service Guidelines.

(d)

Employee Benefits. The Executive shall be entitled to participate in all Company employee benefit plans and arrangements for which he is eligible in effect on the date hereof (including, but not limited to, any employee benefit pension plan, stock option plan, life insurance plan, vacation plan, disability plan, and the group health-and-accident and medical insurance plans) as such plans may be maintained or altered by the Board from time to time at the Board’s discretion. Nothing herein prevents the Company from discontinuing or terminating any such plan or program contemplated herein.

EXECUTIVE EMPLOYMENT AGREEMENT

(e)

Vacation. The Executive shall be entitled to twenty-one (21) days of paid vacation during each calendar year, prorated for partial years. Vacation periods exceeding one (1) week must be approved in advance by the Board, whose approval shall not be unreasonably withheld.

(f)

Holidays. The Executive shall be entitled to eleven (11) days of paid holiday during each calendar year, consistent with the business holiday calendar customary in the United States.

(g)

Services. The Company shall furnish the Executive with office space and such other facilities, services, and assistance adequate for the performance of her duties hereunder.

6.	Termination: This Agreement shall terminate upon the first to occur of the following:

(a)

Expiration of the Agreement at the end of any Term, as set forth in Paragraph 2;

(b)

The death of the Executive;

(c)

The permanent disability of the Executive, as defined in Paragraph 7(a)(vi);

(d)

Termination by Company “For Cause” as defined in Paragraph 7(a)(i);

(e)

Termination by Company “Without Cause” or pursuant to a “Change in Control” as defined in Paragraph 7(a)(ii). The Company reserves the right to terminate the Executive at any time, subject to the Company’s obligation to pay the Executive Compensation as otherwise provided for herein; or

(f)

Termination by the Executive, provided that the Executive shall give not less than ninety (90) days’ written notice of termination.

(g)

A reduction in the Executive’s duties, a reduction in her reporting responsibilities to the Board, or a loss of Board membership shall be deemed a termination “without cause” and the Executive shall be entitled to the compensation and benefits as described in Section 7(d).

EXECUTIVE EMPLOYMENT AGREEMENT

7.	Compensation and Benefits in the Event of Termination or Acquisition of the Company. In the event of the termination of the Executive’s employment by the Company during the term of this Agreement, compensation and benefits shall be paid as set forth below.

(a)

Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated:

(i)

As used in Paragraph 6(c), termination “For Cause” shall include, but shall not be limited to, termination for the Executive’s use of illegal non-prescription drugs, misuse of legal drugs; or impairment in the performance of her duties by drug or alcohol use; a felony criminal indictment, conviction, guilty plea, or plea of no contest/nolo contendre; any other criminal indictment, conviction, guilty plea, or plea of no contest to a crime that implicates the Executive’s lack of honesty, moral turpitude, or lack of fitness for the job; the Executive’s failure to devote significant time and effort to her duties under this Agreement; the Executive’s breach of any material term of this Agreement; the Executive’s violation of any statute, regulation, or rule, or any violation of her ethical or fiduciary obligations, as determined in the Board’s sole discretion; or willful negligence in carrying out the activities for which the Executive is employed. “For cause” is not intended to include disagreements over management philosophy or other such intangibles.

(ii)

“Change in Control” shall mean either:

(A)

(B)

For purposes of this sub-paragraph (ii), the definition of “person” shall be as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934.

(iii)

“Compensation” shall mean the Base Salary provided for in Paragraph 5(a) hereof.

(iv)

“Coincident with” shall mean any time within nine months prior to the occurrence of a Change in Control of the Company.

(v)

“Date of Termination” shall mean (A) if the Executive’s employment is terminated by reason of her death, her date of death; (B) if the Executive’s employment is terminated for Disability, ninety (90) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of her duties as provided under sub-paragraph (vi) of this paragraph (a)); or (C) if the Executive’s employment is terminated by action of either party for any other reason, the date specified in the Notice of Termination.

EXECUTIVE EMPLOYMENT AGREEMENT

(vi)

“Disability” shall mean the Executive’s inability to satisfactorily perform her regular duties on behalf of the Company for ninety (90) consecutive days, or such lesser period of time if Executive meets the definition of disability under any disability insurance policy provided through Executive’s employment with the Company, by reason of the Executive’s incapacity due to physical or mental illness, except where within thirty (30) days after Notice of Termination is given following such absence, the Executive shall have returned to performance of such duties. Any determination of Disability hereunder shall be made by the Board in good faith and on the basis of the certificates of a majority of at least three (3) qualified physicians chosen by it for such purpose, one (1) of whom shall be the Executive’s regular attending physician.

(vii)

“Notice of Termination” shall mean a written notice which shall include the specific termination provision under this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment. Any purported termination of the Executive’s employment hereunder by action of either party shall be communicated by delivery of a Notice of Termination to the other party. Any purported termination of the Executive’s employment hereunder which is not effected in accordance with the foregoing shall be ineffective for purposes of this Agreement.

(viii)

“Retirement” shall mean termination of the Executive’s employment pursuant to the Company’s regular retirement policy applicable to the position held by the Executive at the time of such termination.

(b)

Termination by the Company For Cause. In the event the Executive’s employment hereunder is terminated For Cause, the Executive is entitled to payment of her Base Salary through her final day of employment, as designated in the Notice of Termination. The Executive is also entitled to any incentive or bonus payment earned but unpaid prior to the Date of Termination, along with any amounts due the Executive with respect to Paragraph 5(b) as of the Date of Termination.

EXECUTIVE EMPLOYMENT AGREEMENT

(c)

Termination by the Executive Prior to a Change in Control. In the event the Executive’s employment hereunder is terminated by action of the Executive prior to, but not coincident with, a Change in Control or by reason of the Executive’s death, disability, or retirement prior to a Change in Control, the following compensation and benefits shall be paid and provided the Executive (or her beneficiary):

(1)

The Executive’s Base Salary provided under Paragraph 5(a) through the last day of the month in which the Date of Termination occurs, at the annual rate in effect at the time Notice of Termination is given (or death occurs), to the extent unpaid prior to such Date of Termination;

(2)

The pro rata portion of any incentive or bonus payment under Paragraph 5(a) which has been earned prior to the Date of Termination, to the extent unpaid prior to such date;

(3)

Any benefits to which the Executive (or her beneficiary) 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 under Paragraph 5(c); and

(4)

Any amounts due the Executive with respect to paragraph (b) of Section 5 as of the Date of Termination.

(d)

Termination by Company Not For Cause Coincident With or Following a Change in Control or by Executive Coincident With or Following a Change in Control. In the event that coincident with or following a Change in Control, the Executive’s employment hereunder is terminated or this Agreement is not extended (A) by action of the Executive coincident with or following a Change in Control including the Executive’s death, disability or retirement, or (B) by action of the Company not For Cause coincident with or following a Change in Control, the Company shall pay and provide the Executive, subject to Company regulatory limitations, the compensation and benefits stipulated under sub-paragraph (c) immediately above; provided, however, in addition thereto, an amount equal to three (3) times the Base Salary paid to Executive in the preceding calendar year, minus required deductions and withholdings, such payments to be made in substantially equal monthly installments over the course of three (3) months, as severance (the “Severance Payments”).The Executive’s entitlement to the Severance Payments is conditioned upon the Executive’s execution of a general release of claims against the Company and the Executive’s ongoing compliance with her obligations under this Agreement, and specifically upon her adherence to her obligations of non-solicitation, return of property, non-disparagement and confidentiality set forth in Paragraph 9 of this Agreement. In the event the Executive breaches these obligations, the Company shall be entitled to discontinue any further Severance Payments, and the Executive shall be liable to repay all of the Severance Payments paid to him by the Company.

EXECUTIVE EMPLOYMENT AGREEMENT

(e)

Termination by Company Not For Cause. In the event the Executive’s employment hereunder is terminated, the Company shall pay and provide the Executive, subject to Company regulatory limitations, the compensation and benefits stipulated under sub-paragraph (c) immediately above; provided, however, in addition thereto, an amount equal to one (1) time the Base Salary paid to Executive in the preceding calendar year, minus required deductions and withholdings, such payments to be made in substantially equal monthly installments over the course of three (3) months, as Severance Payments. The Executive’s entitlement to the Severance Payments is conditioned upon the Executive’s execution of a general release of claims against the Company and the Executive’s ongoing compliance with her obligations under this Agreement, and specifically upon her adherence to her obligations of non-solicitation, return of property, non-disparagement and confidentiality set forth in Paragraph 9 of this Agreement. In the event the Executive breaches these obligations, the Company shall be entitled to discontinue any further Severance Payments, and the Executive shall be liable to repay all of the Severance Payments paid to her by the Company.

(f)

Continuation of Benefits. Following the termination of the Executive’s employment hereunder, the Executive shall have the right to continue in the Company’s group health insurance plan or other Company benefit program as may be required by COBRA or any other federal or state law or regulation.

(g)

Compensation During Disability. In the event of the Executive’s failure to satisfactorily perform her duties hereunder on a full-time basis by reason of her incapacity due to physical or mental illness for any period not otherwise constituting Disability as defined under sub-paragraph (vi) of Paragraph 7(a) hereof, the Executive’s employment hereunder shall not be deemed terminated and she shall continue to receive the compensation and benefits provided under Paragraph 5 in accordance with the terms thereof.

Withholding. Any provision of this Agreement to the contrary notwithstanding, all payments made by the Company hereunder to the Executive or her estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

Restrictive Covenants. The Executive acknowledges and agrees that during the term of Executive’s employment because of the nature of the Executive’s responsibilities and the resources provided by the Company: (i) the Executive will acquire valuable and confidential skills, information, trade secrets, and relationships with respect to the Company’s business practices and operations, (ii) the Executive may develop on behalf of the Company a personal acquaintance and/or relationship with various persons, including, but not limited to, customers and suppliers, which acquaintances may constitute Executive’s only contact with such persons, and, as a consequence of the foregoing, (iii) Executive will occupy a position of trust and confidence with respect to the Company’s affairs and the Business of the Company (the “Business of the Company” is defined as the business of developing, licensing or marketing the drug and supplement candidates PV-10, PH-10 and other drug and supplement candidates based on halogenated xanthenes, which are pharmaceuticals for the treatments of cancers, dermatology diseases, and other non-cancer/non-dermatology diseases involved throughout the entire world; (iv) the Company’s competitors, both in the United States and internationally, consist of both domestic and international businesses, and the services to be performed by the Executive for the Company involve aspects of both the Company’s domestic and international business, and (iv) it would be impossible or impractical for the Executive to perform her duties for the Company without access to the Company’s confidential and proprietary information and contact with persons that are valuable to the goodwill of the Company. Therefore, the Executive acknowledges that if he went to work for or otherwise performed services for a third party engaged in the Business of the Company (as defined above), the disclosure by the Executive to a third party of such confidential and proprietary information and/or the exploitation of such relationships would be inevitable.

EXECUTIVE EMPLOYMENT AGREEMENT

The Executive agrees to the following restrictive covenants.

(a)

Confidentiality. While employed by the Company and thereafter, the Executive shall not disclose any Confidential Information either directly or indirectly, to anyone (other than appropriate Company employees, Board members, attorneys, and advisors), or use such information for her own account, or for the account of any other person or entity, without the prior written consent of Company or except as required by law. This confidentiality covenant has no temporal or geographical restriction. For purposes of this Agreement, “Confidential Information” means all business information (whether or not in written form) which relates to the Company, its investors, employees, contractors or any other third parties including but not limited to those in respect of which the Company has a business relationship or owes a duty of confidentiality, and which is not known to the public generally including but not limited to: observations and data concerning the business or affairs of the Company including, but not limited to the Company’s technology or processes; technical information; unfiled intellectual property; financial status and projections; investor lists; and vendor lists. Nothing in this Confidentiality provision prohibits the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the United States Department of Justice, the United States Securities and Exchange Commission, the United States Congress, and any United States federal governmental agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive does not need prior authorization to make any such report or disclosures and is not required to notify the Company that he has made such reports or disclosures.

(b)

Non-Compete. During the term of the Executive’s employment by the Company, and for a period of twelve (12) months following termination of employment in the event that Executive voluntarily terminates her employment with the Company or Executive is terminated For Cause, neither Executive nor any other person or entity with Executive’s assistance, anywhere in the world, shall manage, operate, control, be employed by, solicit sales for, participate in, advise, consult with, or be connected with the ownership, management, operation, or control of any business that is engaged in the Business of the Company.

(c)

Return of Property. Upon termination of the Executive’s employment hereunder for any reason, Executive shall promptly supply to the Company all property and any other documents or information (including information in electronic form) that has been produced by, received by, or otherwise comes into the possession of the Executive during or prior to her employment that relates to the Company or the Business of the Company, and shall not duplicate or retain any copies thereof. Notwithstanding the foregoing, to the extent Executive is a stockholder of the Company, the Executive may retain documents and other information that was provided generally to the Company’s stockholders and was received by the Executive in her capacity as a stockholder of the Company.

EXECUTIVE EMPLOYMENT AGREEMENT

(d)

Non-Solicitation. The Executive shall not, at any time during her employment with the Company and for a period of two (2) years after the termination of her employment, whether on her own behalf or on behalf of or in conjunction with any person, company, business entity, or other organization whatsoever, directly or indirectly (i) solicit or encourage any employee or contractor of the Company to leave the employment or engagement with the Company, or (ii) solicit any investor to end, modify, or reduce its investment with the Company (including but not limited to any investments in the Company’s common stock, preferred stock, warrants or debt securities. The Executive shall not knowingly hire or engage a former employee or contractor before three (3) months have elapsed after the time the employee or contractor has ceased to be employed or engaged by the Company.

(e)

Non-Disparagement. The Executive shall refrain, during the employment term, from communicating any disparaging oral or written statements about the Company or any of the Company’s board members, equity holders, members, stockholders, managers, officers, employees, consultants, agents, or representatives. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Executive from making truthful statements that are required by applicable law, regulation, or legal process, or from reporting possible violations of federal law or regulation, as provided for in section (a), above.

10.

Notices. All notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be sufficiently given if and when mailed in the continental United States by registered or certified mail, or personally delivered to the party entitled thereto, at the address stated below or to such changed address as the addressee may have given by a similar notice, or sent via electronic mail, with confirmatory receipt. which shall be deemed delivered upon transmission:

To the Company:		Dominic Rodrigues President
		Provectus Biopharmaceuticals, Inc.
		First Horizon Plaza 800 S. Gay Street, Suite 1610
		Knoxville, TN 37929 [email protected]

EXECUTIVE EMPLOYMENT AGREEMENT

11.

Section 409A. The intent of the parties is that this Agreement will be in full compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and in the event that any provision of this Agreement, or any payment of compensation or benefits paid pursuant to this Agreement is determined to be inconsistent with the requirements of Section 409A of the Code, the Company shall reform this Agreement and to the extent necessary to comply therewith and to avoid the imposition of any penalties or taxes pursuant to Section 409A of the Code, provided that any such reformation shall to the maximum extent possible retain the originally intended economic and tax benefits to the Executive and the original purpose of this Agreement without violating Section 409A of the Code or creating any unintended or adverse consequences to the Executive. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Section 409A of the Code and the regulations thereunder at the relevant time, then, solely to the extent required to comply with applicable provisions Section 409A of the Code with respect to any amounts or benefits not exempt under Section 409A of the Code, payments made hereunder on account of the termination of the Executive’s employment shall not commence until the date that is first day of the seventh month following the Executive’s “separation from service” as determined in accordance with Section 409A of the Code. Further, in no event will the Severance Payments exceed the limit established by Section 401(a)(17) of the Code.

12.	Indemnification. The Company shall indemnify and hold harmless the Executive for all claims made against the Executive by third parties based upon the services provided by the Executive to the Company. This provision shall survive the termination of this Agreement.

13.

Successors: Binding Agreement. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in the form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. For purposes of this Agreement, “Company” shall include any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him hereunder if he had continued to live, all such amounts, except to the extent otherwise provided under this Agreement, shall be paid in accordance with the terms of this Agreement to her devisee, legatee or other designee, or if there be no such designee, to the Executive’s estate.

EXECUTIVE EMPLOYMENT AGREEMENT

14.

Modification, Waiver or Discharge. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and an authorized officer of the Company. No waiver by either party hereto at anytime of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof had been made by either party which are not expressly set forth in this Agreement.

15.

Entire Agreement. This Agreement constitutes the entire understanding between the Company and the Executive relating to the employment of the Executive by the Company and, subject to Section 14, supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement; provided, however, that this Agreement shall not supersede the right that the Executive may have under any employee pension benefit plan or employee welfare benefit plan as defined under the Employee Retirement Income Security Act of 1974, as amended, and maintained by the Company, or under any established personnel practice or policy applicable to the Executive.

16.

Governing Law and Exclusive Forum. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee to the extent federal law does not apply. Each party waives, to the fullest extent permitted by law, (a) any objection which he or it may now or may later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Tennessee or federal court sitting in Knox County; (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum; and (c) submits to the exclusive jurisdiction of any court of the State of Tennessee or federal court sitting in Knox County.

17.	Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which latter provisions shall remain in full force and effect.

18.	Miscellaneous.

(a)

No Adequate Remedy At Law; Costs to Prevailing Party. The Company and the Executive recognize that each party may have no adequate remedy at law for breach by the other of any of the agreements contained herein, and, in the event of any such breach, the Company and the Executive hereby agree and consent that the other shall be entitled to injunctive relief or other appropriate remedy to enforce performance of such agreements. In the event of a breach of this Agreement, then the prevailing party in any litigation instituted to enforce such breach shall have the right to recover from the losing party its costs related thereto, including legal fees, court costs, and any other reasonable expenses incurred.

(b)

Non-Assignability. No right, benefit, or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or setoff in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect. Any of the foregoing to the contrary notwithstanding, this provision shall not preclude the Executive from designating one or more beneficiaries to receive any amount that may be payable after her death, and shall not preclude the legal representative of the Executive’s estate from assigning any right hereunder to the person or persons entitled thereto under her will or, in the case of intestacy, applicable to her estate.

19.	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but of which together will constitute one and the same instrument.

EXECUTIVE EMPLOYMENT AGREEMENT

IN WITNESS WHEREOF, the Company (by action of its duly authorized officers) and the Executive have executed this Agreement as of the date first above written.

	PROVECTUS BIOPHAMACEUTICALS, INC.

	By:	/s/ Dominic Rodrigues
		Dominic Rodrigues President

Attest:

/s/ Dominic Rodrigues

	THE EXECUTIVE:

	/s/ Heather Raines
	Heather Raines

EXECUTIVE EMPLOYMENT AGREEMENT