Among other qualifications, Dr. Kapoor brings to Akorn’s Board a breadth and depth of pharmaceutical industry and operational knowledge, entrepreneurial vision, business leadership and valuable perspective that he has gained as a founder of generic pharmaceutical companies as well as from his current and prior service as chief executive officer, chairman and director of a number of publicly and privately held healthcare, pharmaceutical and health services companies.

KENNETH ABRAMOWITZ

Director Since: 2010

Age: 65

Committees: Audit

Mr. RaiAbramowitz was elected to the Board in May 2010. Mr. Abramowitz is Managing General Partner of NGN Capital, a venture capital firm that he co-founded in 2003 which focuses on investments in the healthcare and biotechnology sectors. Mr. Abramowitz joined NGN Capital from The Carlyle Group in New York where he was Managing Director from 2001 to 2003 and focused on U.S. buyout opportunities in the healthcare industry. Prior to that, Mr. Abramowitz worked as an analyst at Sanford C. Bernstein & Company, where he covered the medical supply, hospital management and health maintenance organization (HMO) industries for 23 years. Mr. Abramowitz earned a B.A. from Columbia University in 1972 and an M.B.A. from Harvard Business School in 1976. Mr. Abramowitz currently sits on the boards of the following privately held companies: OptiScan Biomedical Corporation (a company that develops continuous monitoring systems for use in hospital ICUs), Cerapedics, Inc. (an orthobiologics company), Entera Bio Ltd. (a biotechnology company) and Valtech Cardio Ltd. (a company that develops and manufactures cardiovascular devices for mitral and tricuspid valve repair and replacement). Mr. Abramowitz previously served as a director at EKOS Corp., Small Bone Innovations, Inc., Option Care, Inc., Sightline Technologies Ltd. (acquired by Stryker) and Power Medical Interventions (acquired by Covidien), as well as MedPointe and ConnectiCare Holdings, Inc.

Among other qualifications, Mr. Abramowitz brings to Akorn’s Board analytical expertise, in-depth research and valuable perspective of healthcare and biotechnology companies gained from his experience as a co-founder, managing general partner and his other leadership and analyst roles at international investment firms with specialization in healthcare, as well as his current and prior service on the boards of privately held healthcare, biotechnology and medical device companies.

AKORN, INC. - 2016 Proxy Statement15

ADRIENNE GRAVES, PH.D

Director Since: 2012

Age: 62

Committees: Compensation (chair), Nominating and Corporate Governance, Special Litigation

Dr. Graves was appointed a director by the Board in March 2012. Dr. Graves is a visual scientist by training and a global industry leader in ophthalmology. From 2002 to 2010, Dr. Graves was President and Chief Executive Officer of Santen Inc., the U.S. subsidiary of Santen Pharmaceutical Co., Ltd., Japan’s market leader in ophthalmic pharmaceuticals. Dr. Graves joined Santen Inc. in 1995 as Vice President of Clinical Affairs to initiate the company’s clinical development efforts in the U.S. Prior to joining Santen, Dr. Graves spent nine years with Alcon Laboratories, Inc. in various roles, including Senior Vice President, World Wide Clinical Development and Vice President Clinical Affairs. She currently serves on the boards of directors of the public companies TearLab Corporation (NASDAQ: TEAR) and Nicox SA (Euronext Paris; COX) and the privately held companies Aerpio Therapeutics, Envisia Therapeutics and Encore Vision. Dr. Graves is also a board member for several non-profit organizations, including the American Academy of Ophthalmology Foundation, the American Association for Cataract and Refractive Surgery, the Glaucoma Research Foundation, KeepYourSight Foundation, the Corporation Committee for the Brown University Medical School and Himalayan Cataract Project. Dr. Graves co-founded Ophthalmic Women Leaders and Glaucoma 360. She received her B.A. in Psychology with honors from Brown University, her Ph. D. in Psychobiology from the University of Michigan and completed a postdoctoral fellowship in visual neuroscience at the University of Paris.

Among other qualifications, Dr. Graves brings to Akorn’s Board more than 30 years of ophthalmic pharmaceutical industry experience, business leadership skills, and a deep knowledge of pre-clinical and clinical development in this sector, regulatory affairs and pharmaceutical sales and marketing, as well as a vast network of leading clinicians and thought leaders in the ophthalmic space and a familiarity with corporate governance matters gained in part from serving as CEO and head of R&D at Santen and serving on other public company boards.

RONALD JOHNSON

Director Since: 2003

Age: 70

Committees: Audit, Compensation

Mr. Johnson was appointed a director by the Board in May 2003. Mr. Johnson served as President of Becker & Associates Consulting, a firm which provides consulting services to the pharmaceutical, biologics and medical device industries on FDA regulatory requirements, from 2011 until retiring from that firm in 2013, and currently continues to serve as an independent consultant. Previously, Mr. Johnson served as Executive Vice President of The Lewin Group, a subsidiary of Quintiles Transnational, Inc., which provides various healthcare consulting services to state and federal governments, healthcare insurers and healthcare institutions. Prior to joining The Lewin Group, Mr. Johnson served as Executive Vice President of Quintiles Consulting, a business unit of Quintiles Transnational, Inc. Quintiles Consulting provides consulting services to the pharmaceutical, medical device, biologic and biotechnology industries in their efforts to meet FDA regulatory requirements. Mr. Johnson also spent 30 years with the FDA, holding various senior level positions primarily in the compliance and enforcement areas.

Among other qualifications, Mr. Johnson brings to Akorn’s Board extensive experience in managing regulatory and compliance requirements of the FDA, particularly in pharmaceutical, medical device, biologic and biotechnology industries, as well as a deep knowledge and understanding of FDA policies and procedures regarding cGMP compliance, quality control processes and outcomes reporting gained from his years of providing specialized consulting services to governments, pharmaceutical companies and healthcare institutions and working at the FDA.

AKORN, INC. - 2016 Proxy Statement16

STEVEN MEYER

Director Since: 2005

Age: 59

Committees: Audit (chair), Nominating and Corporate Governance

Mr. Meyer was appointed a director by the Board in June 2009. Since 2005, Mr. Meyer has served as the Chief Financial Officer of JVM Realty, a private investment firm specializing in the acquisition, re-positioning and management of real estate for investors. Prior to that, Mr. Meyer was employed by Baxter International Incorporated, a global healthcare company that provides renal and hospital products. Mr. Meyer served as the Corporate Treasurer and International Controller and VP of Global Operations during a 23-year career at Baxter International, Inc. Mr. Meyer serves on the board of directors and as chair of the audit committee of INSYS Therapeutics (NASDAQ: INSY), a publicly held drug development company focused on pain and oncology. Mr. Meyer earned his MBA in finance and accounting from the Kellogg Graduate School of Management at Northwestern University and his B.A. in Economics from the University of Illinois in Champaign-Urbana. He is an Illinois Certified Public Accountant.

Among other qualifications, Mr. Meyer brings to Akorn’s Board financial expertise, extensive knowledge of the healthcare industry, including an international perspective, as well as business leadership skills, which he gained in part from serving as CFO of an investment firm, as the corporate treasurer and international controller and vice president of global operations at a Fortune 500 healthcare company and his service on the board of a publicly held specialty pharmaceutical company.

TERRY ALLISON RAPPUHN

Director Since: 2015

Age: 59

Committees: Audit, Special Litigation (chair)

Ms. Rappuhn was appointed a director by the Board in April 2015. In February 2016, Ms. Rappuhn was elected to the board of directors of Span-America Medical Systems, Inc. (NASDAQ: SPAN), a manufacturer of beds and pressure management products for the medical market. From 2006 to 2010, she served on the board of AGA Medical Holdings, Inc. (previously a publicly held company that was acquired by St. Jude Medical), a medical device company, where she served as the audit committee chairperson. From 2003 to 2007, she served on the board of directors of SeQual TechnologiesGenesis HealthCare Corporation (previously a publicly held company that merged), an operator of skilled nursing and assisted living centers, where she served as the audit committee chairperson. From 1999 to April 2001, Ms. Rappuhn served as Senior Vice President and Chief Financial Officer of Quorum Health Group, Inc. (previously a publicly held company that was acquired by Triad Healthcare Corporation), an owner and currentlyoperator of acute care hospitals. From 1996 to 1999 and from 1993 to 1996, Ms. Rappuhn served as Quorum’s Vice President, Controller and Assistant Treasurer and as Vice President, Internal Audit, respectively. Ms. Rappuhn has 15 years of experience with Ernst & Young, LLP and is a Certified Public Accountant.

Among other qualifications, Ms. Rappuhn brings to Akorn’s Board expertise in the fields of finance and accounting in various segments of the healthcare industry, especially hospital operations, knowledge of information technology controls, including cybersecurity, and understanding of strategic, operational and financial issues of public companies, gained from serving as a board member and chief financial officer of rapidly expanding healthcare public companies that were building infrastructure, processes and teams.

AKORN, INC. - 2016 Proxy Statement     17

BRIAN TAMBI

Director Since: 2009

Age: 71

Among other qualifications, Mr. Tambi brings to Akorn’s Board extensive pharmaceutical industry experience, particularly FDA knowledge and drug development and commercialization expertise, as well as business leadership skills gained from his experience as a founder, executive and board member of numerous public and private pharmaceutical companies.

ALAN WEINSTEIN

Director Since: 2009

Age: 73

Committees: Compensation, Nominating and Corporate Governance (chair), Special Litigation

Among other qualifications, Mr. Weinstein brings to Akorn’s Board in-depth knowledge of the provider side of the healthcare industry, specifically hospital management, materials management and channel partner relationships, as well as business leadership and innovative and strategic planning skills gained from his years of service as a founder, and later a consultant, advisor and board member, for a number of privately held healthcare services/technology companies.

None of our directors or executive officers has a family relationship that is required to be disclosed under Item 401(d) of Regulation S-K of the Exchange Act. During the past ten years none of the persons currently serving as an executive officer and/or director of the Company has been the subject matter of any legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, which include: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions or a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in privateany type of business, securities or banking activities; (d) any finding by a court, the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, practiceany law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in Chicago, Illinois.  He received his BS degree from Northwestern Universityconnection with any business entity; or (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

The Board of Directors recommends a vote “FOR ALL” of the named nominees in Proposal 1.

AKORN, INC. - 2016 Proxy Statement     18

Although the Company is not required to submit the selection of independent registered public accountants for shareholder approval, if the shareholders do not ratify this selection, the Board may reconsider the selection of BDO. The Board considers BDO to be well qualified to serve as the independent auditors for the Company, and fully intends to retain BDO’s services throughout 2016. However, even if the selection is ratified, our Board reserves the right to direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee and Board determine that the change would be in our best interests.

Representatives of BDO will be in attendance at the 2016 annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from shareholders regarding their engagement.

Change in Independent Registered Public Accounting Firm

The Audit Committee dismissed KPMG LLP (“KPMG”) as our independent registered public accounting firm on January 10, 2016. In a Form 8-K dated April 24, 2015, we reported that the Audit Committee, upon the recommendation of our management, concluded that our previously issued consolidated financial statements for the year ended December 31, 2014 and the previously issued unaudited condensed consolidated financial statements contained in our Quarterly Reports on Form 10-Q/A for the quarters ended June 30, 2014 and September 30, 2014 and the disclosures and related communications for each of these periods should not be relied upon because of errors in the financial statements for those associated periods. Furthermore, the Audit Committee concluded that our management’s report on the effectiveness of internal control over financial reporting as of December 31, 2014 should no longer be relied upon. Because of the then-pending restatement of the above referenced financial statements, the related audit reports and opinion of KPMG on the consolidated audited financial statements for the year ended December 31, 2014 as well as KPMG’s opinion on the effectiveness of our internal control over financial reporting as of December 31, 2014 were withdrawn. When originally issued, KPMG’s audit reports on the audited financial statements for the years ended December 31, 2013 and December 31, 2014 and on the effectiveness of internal control over financial reporting as of December 31, 2013 and December 31, 2014, did not contain any adverse opinion or disclaimer of opinion and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports on our internal control over financial reporting contained an adverse opinion due to material weaknesses. The Company acquired Hi Tech Pharmacal Co, Inc. (Hi Tech), and VPI Holdings Corp. Inc. (VersaPharm) during 2014, and we also excluded from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, Hi Tech’s and VersaPharm’s internal control over financial reporting associated with total assets of $254,257,000 and $13,801,000, respectively, and total revenues of $164,825,000 and $9,173,000, respectively, included in the consolidated financial statements of Akorn, Inc. as of and for the year ended December 31, 2014. KPMG’s audit of internal control over financial reporting of Akorn, Inc. as of and for the year ended December 31, 2014 also excluded an evaluation of the internal control over financial reporting of Hi Tech and VersaPharm.

During our fiscal years ended December 31, 2013 and December 31, 2014 and during the interim period subsequent to December 31, 2014 to the date of the Audit Committee’s dismissal of KPMG, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between KPMG and us on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to KPMG’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. During our fiscal years ended December 31, 2013 and December 31, 2014, and during the interim period subsequent to December 31, 2014 to the date hereof, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K except for:

AKORN, INC. - 2016 Proxy Statement     19

The Audit Committee has authorized KPMG to respond fully to the inquiries of our successor auditor, BDO.

The Company provided KPMG with a copy of its Form 8-K filed with the SEC on January 14, 2016 announcing the change in independent registered public accounting firm containing substantially the same disclosure as above and requested that KPMG provide the Company with a letter addressed to the SEC stating whether or not KPMG agrees with the disclosures contained therein. A copy of KPMG’s letter was attached as Exhibit 16.1 to our Form 8-K/A filed with the SEC on January 27, 2016.

On January 14, 2016 the Audit Committee approved the engagement of BDO as our independent registered public accounting firm effective immediately.

During our fiscal years ended December 31, 2014 and December 31, 2015, and from January 1, 2016 through the date of the engagement, neither we, nor anyone on our behalf, consulted BDO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and no written report or oral advice was provided us by BDO that BDO concluded was an important factor considered by us in June 2003reaching a decision as Vice President, National Accounts.  Prior to joiningany accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or a “reportable event”.

Independent Registered Public Accounting Firm Fees

In 2016, the Company engaged BDO USA LLP (“BDO”) as its independent registered public accounting firm to audit its annual consolidated financial statements for fiscal years 2015, 2014 and 2013, as included in the Company’s Annual Report on Form 10-K, review interim condensed consolidated financial statements and audit the Company’s internal controls over financial reporting. It is not possible to break out the Audit Fees related to each of 2015, 2014 and 2013, and therefore the following table and footnotes present fees for professional audit services of BDO for the audit of Akorn’s annual financial statements for the years ended December 31, 2013, December 31, 2014 and December 31, 2015 and fees billed for other services rendered by BDO during 2014 and 2015:

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has considered whether the provision of services covered in the preceding paragraphs is compatible with maintaining independence of our registered public accounting firm. At their regularly scheduled and special meetings, the Audit Committee considered and pre-approved any audit and non-audit services to be performed for us he servedby our independent registered public accounting firm. The Audit Committee did not pre-approve all of the audit services, audit-related services and tax services that were performed by BDO in 2014 and 2015, because BDO was not its registered public accounting firm at that time. However, in 2016, prior to the Company engaging BDO as its independent registered public accounting firm to audit its annual consolidated financial statements for fiscal years 2015, 2014 and 2013, the Audit Committee reviewed the services provided by BDO to the Company in 2014 and 2015 in determining BDO’s independence.

The Board of Directors unanimously recommends that you vote “FOR” the ratification of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

AKORN, INC. - 2016 Proxy Statement     20

You are being asked to vote on a proposal commonly known as a “say-on-pay” proposal, which gives you the opportunity to express your approval or disapproval, on a non-binding advisory basis, of our executive officer compensation program, policies and practices through the following resolution:

“RESOLVED, that the shareholders of Akorn, Inc. approve, on an advisory basis, the Company’s executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure set forth, pursuant to Item 402 of Regulation S-K, in the Company’s proxy statement for the 2016 annual meeting of shareholders.”

We urge you to consider the various factors regarding our executive compensation program, policies and practices as detailed in the Compensation Discussion and Analysis. As discussed in the Compensation Discussion and Analysis, we believe that our executive compensation program is competitive and governed by pay-for-performance principles which emphasize compensation opportunities that reward results. Our use of stock-based incentives reinforces the alignment of the interests of our executives with those of our long-term shareholders, thereby supporting the Company’s strategic objectives and mission.

This advisory vote is in accordance with requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), adopted in mid-2010. The Dodd-Frank Act required that public companies give their shareholders the opportunity to cast advisory votes relating to executive compensation at the first annual meeting of shareholders held after January 21, 2011. Further, companies were required to hold an initial advisory vote on the frequency with which future advisory votes should be held – whether every one, two or three years – and must hold subsequent votes on the frequency of such advisory votes at least every six years. The SEC adopted rules to implement the provisions of the Dodd-Frank Act relating to this requirement.

In advance of the Company’s 2011 annual meeting of shareholders, the Board of Directors had recommended that future advisory votes on the Company’s executive officer compensation program should occur every year. At the 2011 annual meeting of shareholders, the majority of the Company’s shareholders voted in favor of holding future advisory votes every year, and the Company’s Board of Directors subsequently adopted this as its official position. Accordingly, this Proposal 3 is being submitted to you to obtain the advisory vote of the shareholders in accordance with the Dodd-Frank Act, Section 14A of the Exchange Act and the rules of the Securities and Exchange Commission. We expect that the next shareholder advisory vote on the Company’s executive compensation program will take place at the 2017 annual meeting of shareholders.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, our Board of Directors (including our Compensation Committee) will take into account the outcome of the vote when considering future decisions affecting executive compensation as it deems appropriate.

The Board of Directors unanimously recommends that you vote “FOR” approval, on a non-binding advisory basis, of the Company’s executive compensation program.

AKORN, INC. - 2016 Proxy Statement     21

EXECUTIVE SUMMARY

2015 Performance Highlights

Despite facing challenges, our financial performance in 2015 was solid and included the following highlights:

Changes in Our Executive Team in 2015

2015 Named Executive Officers

We refer to the following individuals as Senior Vice President, Global Quality Assurance since May 2006.  He joined us in April 2005 as Vice President, Global Compliance.  Prior to joining us, Mr. Silverberg served as Director of Division Quality for the Diagnostics Division of Abbott Laboratories.our 2015 “Named Executive Officers” or “NEOs”:

AKORN, INC.- 2016 Proxy Statement     22

Contents

How We Determine Pay	23
Compensation Philosophy and Objectives and Role of the Compensation Committee	23
Role of the CEO	24
Role of the Compensation Consultants	25
Role of Peer Group	25
Role of the Shareholders	25
Elements of our Compensation Program	26
Base Salary	26
Performance-Based Annual Incentive Plan	26
Long-Term Equity Incentive Plan	26
Stock Options	26
Restricted Stock Units	27
Timing of Equity Grants and Equity Grant Practices	27
Analysis of What We Paid	27
2015 Base Salaries	27
2015 Performance-Based Annual Incentive Awards	28
2015 Performance-Based Annual Incentive Award for our Chief Executive Officer	29
2015 Performance-Based Annual Incentive Award for our Other Named Executive Officers	29
2015 Long-Term Incentive Grants	30
	��
2016 Performance Objectives	30
Other Elements of Compensation	30
Company-Wide Benefits	30
Perquisites	30
ESPP	31
Executive Share Retention and Ownership Guidelines	31
Hedging Policy	31
Clawback Policy	31
Recovery of Bonuses in Connection with the Restatement	31
Tax Considerations	32
Accounting Treatment Considerations	32

How We Determine Pay

Compensation Philosophy and Objectives.

With respect to establishing the CEO and CFO compensation, we gather, analyze and evaluate the compensation mix provided by our peer group, as well as consider the other factors set forth in the Compensation Committee’s charter. We do not target or benchmark our Named Executive Officers’ compensation at a certain level or percentage based on other companies’ compensation arrangements. Based on our review

Role of these sources, we have determined that our total compensation and cashthe Shareholders

The Compensation Committee considers shareholder input when setting compensation for the Company’s Named Executive Officers falls nearOfficers.

At the aggregated medianslast annual shareholder meeting, which was held in 2014, the Company’s advisory vote on executive compensation was approved by the following vote:

For	Against	Abstain	Broker Non-Votes
85,598,356	204,544	359,134	6,673,489

This represents a 99% level of approval. Although the effect of the namedadvisory vote on executive officerscompensation is non-binding, the Board and the Compensation Committee considered these results and determined that, given the significant level of shareholder support, no major re-examination of our peer group. Our goal isexecutive compensation program was necessary at this time. The Compensation Committee will continue to structureconsider the outcome of the future advisory votes, as well as shareholder feedback that we receive from our shareholder outreach program, when making compensation in a manner where the largest increase in total direct compensationdecisions for our Named Executive Officers comes from appreciationand our compensation programs generally. Akorn values the opinions of its shareholders and is committed to considering their opinions in their Long Term Incentive Awards.making compensation decisions. See “Shareholder Outreach Program.”

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The Compensation Committee has analyzed whether the work of our current compensation consultant, Towers Watson, has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Towers Watson; (ii) the amount of fees from the Company paid to Towers Watson as a percentage of Towers Watson’s total revenue; (iii) the policies and procedures of Towers Watson that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Towers Watson or the individual compensation advisors employed by Towers Watson with our CEO; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Towers Watson or the individual compensation advisors employed by Towers Watson. The Compensation Committee has determined, based on its analysis of the above factors, that the work of Towers Watson and the individual compensation advisors employed by Towers Watson as compensation consultants to the company has not created any conflict of interest.

Components of Compensation.  Our compensation program generally provides equivalent benefits for all salaried and hourly-paid employees.

Elements of our Compensation Program

For our managers, directors and vice presidents, including our executive officers, we provide additional compensation designed to reward performance.  For 2013,2015, the principal components of compensation for our Named Executive Officers were:

base salary, performance based annual cash incentive and long-term equity incentive. In addition, we offer health and welfare benefits and certain limited perquisites and separation benefits.

Element	●Type	At Risk
Base Salary,salary	Cash	No, fixed
Performance-based annual incentive(1)	Cash	Yes, at risk based on Company and individual performance
Long-term incentives(2)	Equity	Yes, at risk because time-based vesting occurs over a period of years

(1)	We occasionally also provide non-recurring discretionary cash bonuses to reflect superior individual performance, new responsibilities or base Consulting Fee, as applicableto compensate new hires for amounts forfeited from their previous employer.
(2)	●	Performance-Based Annual Bonus,
	●	Long-Term Incentive Compensation, including periodic grants of long-term stock-based compensation, such as stockHistorically, we have awarded options which are subject to time-based vesting requirements, and
	●	Health and Welfare Benefits.and/or RSUs.

Each year, the Compensation Committee adopts guidelines pursuant to which it calculates the annual cash incentive awards available to our Named Executive Officers, subject toOfficer’s MBOs align with each of the Compensation Committee’s oversight and modification.corporate MBOs. The Compensation Committee believes that our annual incentive program provides our Named Executive Officers with a team incentive to both enhance our financial performance and perform at the highest level. The termsNo payments are made under the incentive plan unless a threshold Company objective, such as Adjusted EBITDA, is attained. See “2015 Performance-Based Annual Incentive Awards.”

In addition to cash bonus payments made under our annual cash incentive plan, the Compensation Committee may provide discretionary bonuses to reward an executive’s superior performance in overcoming unforeseen circumstances and exceptional achievements.

Long-Term Equity Incentive Plan

Under our 2014 Plan, the Compensation Committee has the flexibility to make equity awards based on the common stock of these programs are not containedthe Company, including time- and performance-based awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other equity based awards. Our Board developed a long-term equity incentive plan as part of our goal to structure our compensation in a formal writtenmanner where the largest increase in total direct compensation for our Named Executive Officers comes from appreciation in a long-term equity incentive award made under our 2014 Plan (“Long-Term Incentive Award”). Under the plan, the Long-Term Incentive Awards to executive officers would be awarded such that 75% of the grant-date fair value of each executive’s equity grant would be provided in the form of options and 25% in RSUs. We believe that Long-Term Incentive Awards should provide a large majority of compensation opportunity for our Named Executive Officers. The Company does not have any long-term cash incentives nor does it maintain a pension plan or a supplemental executive retirement plan. NoOur current Form of Non-Qualified Stock Option Award Agreement, Form of Incentive Stock Option Award Agreement and Form of Restricted Stock Unit Award Agreement were filed as exhibits to the Company’s Form 10-K filed with the SEC on May 10, 2016. The Company may from time to time grant other types of equity awards using other forms of award agreements.

Stock Options

Historically we have primarily awarded stock options as the long-term incentive awards. We grant non-qualified stock options (“NSOs”) to our Named Executive Officers as a means of rewarding past performance and encouraging continued efforts to achieve personal and Company objectives in the current and future years. Our options are awarded at the closing price of our stock on the date of grant. Options awarded to our executive officers vest at 25% of the award per year on each of the first four anniversaries of the date of grant and expire five or seven years from the date of grant, as determined by the Compensation Committee and set forth in the applicable award agreement.

AKORN, INC.- 2016 Proxy Statement     26

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Restricted Stock Units

Beginning in 2014, based in part upon the recommendation of the compensation consultant, the Compensation Committee determined that the long-term incentive awards to executive officers would be awarded such that 75% of the grant-date fair value of each executive’s equity grant would be provided in the form of options and 25% in RSUs. Each RSU represents the right to receive one share of our common stock on a stated date (the “vesting date”) unless the award is partterminated earlier in accordance with terms and conditions established by the administrator of anour 2014 Plan. The RSUs generally vest in equal installments, 25% of the award per year on each of the first four anniversaries of the date of grant. Unless the Compensation Committee determines otherwise, RSUs that do not vest will be forfeited. Holders of RSUs have no voting, dividend or other rights as a shareholder until such units are vested.

Timing of Equity Grants and Equity Grant Practices

At the Board meeting held immediately after our annual meeting of shareholders, the Compensation Committee typically will recommend equity compensation, if any, to be awarded to our Named Executive Officers and all other Company employees. All awards are made based on the closing price of our stock on the date of grant. In addition, awards may be made to new employees upon their joining the Company, and to employees who are promoted during the year. The timing of such awards depends on those specific circumstances and is not tied to any other particular company event, anticipated events or announcements. Under our long-term equity incentive plan, that has any guaranteed bonus amounts.in 2015 each executive officer was eligible to receive an award with a value up to a certain percentage of the executive’s annual salary as follows: Mr. Rai 400%; Mr. Portwood 250%, Mr. Bonaccorsi 250%, Mr. Kutinsky 300%, Mr. Lichter 100%, Mr. Pollard 100%, Mr. Kafer 100% and Mr. Dick 250%.

In addition to awards made under our incentive plans, the Compensation Committee may provide discretionary bonuses to reward an executive’s superior performance in overcoming unforeseen circumstances and exceptional achievements.

Analysis of What We Paid

2015 Base Salaries

In 2015, the Compensation Committee reviewed the base salaries of our Named Executive Officers and increases to base salaries were implemented with the weighted average base salary of our Named Executive Officers increasing approximately 11% in comparison to 2014. The Compensation Committee again reviewed the base salaries of our Named Executive Officers in 2016 and increases to base salaries were implemented with the weighted average base salary of our Named Executive Officers increasing approximately only 2% in comparison to 2015.

		2016 Base Salary ($)		2015 Base Salary ($)(1)		2014 Base Salary ($)		What We Took Into Consideration in Setting 2015 Salaries
Raj Rai		824,000		800,000		750,000		Mr. Rai’s performance in 2014 in completing the acquisitions of Hi-Tech Pharmacal and VersaPharm, as well as veterinary products from Lloyd, Inc.
Duane A. Portwood		450,000		450,000(1)		N/A		Offering a competitive salary in connection with Mr. Portwood’s appointment as Chief Financial Officer of our Company in October 2015
Joseph Bonaccorsi		437,750		425,000		350,000		Mr. Bonaccorsi’s performance in 2014 in handling special legal projects, managing increased growth in our legal department and outside counsels and contributing to increased compliance measures
Bruce Kutinsky		484,100		470,000		425,000		Mr. Kutinsky’s performance in 2014 in obtaining 14 unique product approvals, launching 5 products, and integrating more than 62 products acquired through acquisitions
Steven Lichter		309,000		300,000(1)		N/A		Offering a competitive salary in connection with Mr. Lichter’s appointment as Executive Vice President, Pharmaceutical Operations in April 2015
Randall E. Pollard		275,000		275,000(1)(2)		N/A		Offering a competitive salary in connection with Mr. Pollard’s appointment as Vice President and Corporate Controller in April 2015
Jonathan Kafer		309,000		300,000(1)		N/A		Offering a competitive salary in connection with Mr. Kafer’s appointment as Executive Vice President, Sales and Marketing in April 2015
Timothy Dick		(3)		385,000		385,000		It was decided that Mr. Dick’s salary was competitive with the market.

AKORN, INC.- 2016 Proxy Statement     27

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(1)	The base salaries actually paid to Messrs. Portwood, Lichter, Pollard and Kafer were pro-rated to their respective start dates of October 30, February 16, April 20, and April 20, 2015.
(2)	In connection with his promotion to Interim Chief Financial Officer, Mr. Pollard’s salary was increased to $275,000 as of August 3, 2015 from $235,000.
(3)	Mr. Dick resigned as Chief Financial Officer as of August 3, 2015.

2015 Performance-Based Annual Incentive Awards

We structured specific annual incentive compensation payawards for 20132015 based upon MBOs for our CEO, CFO, COO and General Counsel, as well as the Company’s achievement of its overall goals. After the Board reviewed the strategic plan and budget for the year, the Compensation Committee set annual incentive compensation targets designed to induce achievement of that plan and budget.

For 2013,2015, we set the CEO’s bonus target at 100% of base compensation,salary, the CFO’s andbonus at 50% of base salary, the COO’s bonuses at 50% of base compensationsalary and the General Counsel’s bonus at 40%50% of base compensation.  Thesalary. These were the same bonus targets were set for the CEO, CFO and COO for 2014, and an increase for the General Counsel who had a bonus target of 40% of base salary for 2012.  The CEO, CFO, COO2014. Messrs. Lichter, Pollard and General CounselKafer had 2015 target bonus opportunities of 40% of base salary. In 2015, the Named Executive Officers each havehad additional opportunity for “stretch” bonus of between 20% to up to 50%60% of their base salary (as set forth below) if certain additional objectives were achieved.

In general, the Compensation Committee considered the experience, responsibilities, title and historical performance of each particular Named Executive Officer when determining the target and stretch bonus or 50%, 25%, 25%opportunities and 20% of their base compensation, respectively.  In addition to the bonuses available to the Company’s CEO, CFO, COO and General Counsel, we approved specific performance objectives and target percentages of compensation for the other Named Executive Officers based on the CEO’s recommendation and our review of the appropriate objectives for these individuals.  EachCompensation Committee’s review.

		2015 Target Base Incentive Bonus Opportunity as % of Base Salary*		2015 Target Base Incentive Bonus Opportunity as $			2015 Stretch Incentive Bonus Opportunity as % of Base Salary		2015 Stretch Incentive Bonus Opportunity as $			2015 Total Incentive Bonus Opportunity			Total Incentive Bonus Earned for 2015(1)
Raj Rai		100%		$	800,000		50%			$ 400,000		$	1,200,000		$	724,399
Duane A. Portwood		(2)			(2)		(2)			(2)			(2)			(2)
Joseph Bonaccorsi		50%			212,500		25%			106,250			318,750			218,510
Bruce Kutinsky		50%			235,000		25%			117,500			352,500			122,200
Steven Lichter		40%			103,846(3)		20%			51,923(3)			155,769(3)			90,865
Randall E. Pollard		40%			110,000(3)		20%			55,000(3)			165,000(3)			110,000
Jonathan Kafer(4)		40%			83,077(3)		60%			124,616(3)			207,693(3)			83,077
Timothy Dick		50%			192,500		25%			96,250			288,750			(5)

(*)	For purposes of our performance-based incentive plan, bonus eligible Base Salary is defined as the officer’s base pay earnings as shown on the officer’s W-2 for the applicable year.
(1)	Upon the recommendation of management, the Compensation Committee unanimously decided to delay the payment of all bonuses earned by our Named Executive Officers for 2015 until the Company filed the audited financial statements for 2014 and 2015, which the Company filed in its Form 10-K that it filed with the SEC on May 10, 2016.
(2)	Mr. Portwood joined Akorn on October 30, 2015, and so did not receive bonus targets for 2015, however, the Company agreed to pay a bonus of $56,250 to partially compensate for the bonus opportunity he gave up at his prior employer when joining Akorn. See “Summary Compensation Table.”
(3)	The bonus opportunities for Messrs. Lichter and Kafer are pro-rated to each executive’s start date of February 16 and April 20, 2015, respectively. Pursuant to his offer letter, Mr. Pollard was entitled to the bonus opportunity for the full year.
(4)	Pursuant to his offer letter, Mr. Kafer was entitled to receive a bonus payment in the amount of 50%, 75% or 100% of his base salary if certain objectives were achieved, if the objectives were exceeded by 5% or if specified additional objectives were achieved. Mr. Kafer’s maximum bonus opportunity for 2015 was $207,693.
(5)	Mr. Dick resigned from the Company as of August 3, 2015 and so did not receive a bonus for 2015.

For the year 2015, the Compensation Committee determined the above bonus amounts were earned by each Named Executive Officer has established MBOs that align with each of the corporate MBOs discussed below.

For the year 2013, we paid bonuses to each of our Named Executive Officers based on their achievement of personal MBOs and the Company’s achievement of its performance targets.  Sincetargets and each Named Executive Officer’s achievement of personal MBOs. However, upon the Company was not deemed to have exceeded its overall budget goals, “stretch” bonuses were not paid for 2013.  For 2013, our named executive officers’ received the following bonuses:

		Base Pay for Bonus Calculation (a)				Base Bonus Opportunity (b)					Base Bonus Available  (c)				Base Bonus Paid (d)				Discretionary Bonus Paid (e)				Total Bonus Paid  (f)
Raj Rai		$	500,000				100	%			$	500,000			$	500,000			$	250,000			$	750,000
Timothy A. Dick			309,000				50	%				154,500				77,250			─					77,250
Joseph Bonaccorsi			286,000				40	%				114,400				114,400			─					114,400
Bruce Kutinsky (h)			313,000				50	%				156,500				122,070			─					122,070
John R. Sabat			280,000				30	%				84,000				77,701			─					77,701
Mark M. Silverberg			280,000				30	%				84,000				58,800			─					58,800
TOTALS		$	1,968,000								$	1,093,400			$	950,221			$	250,000			$	1,200,221

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(c)   Base Bonus Available = Base Pay (a) x Base Bonus Opportunity (b).

(d)   Base Bonus Paid = Base Pay (a) x Base Bonus Opportunity (b) x % Personal MBO Achievement.

(e)   Discretionary Bonus was awarded byrecommendation of management, the Compensation Committee unanimously decided to delay the payment of all bonuses earned by our Named Executive Officers for 2015 until the BoardCompany filed its audited financial statements for 2014 and 2015, which the Company filed in its Form 10-K that it filed with the SEC on May 10, 2016. For purposes of Directors.

(f)   Total Bonus Paid = Base Bonus Paid (d) + Discretionary Bonus Paid (e).

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Annual Cash Incentive Awards for our Chiefdetermining the target bonus amount earned by each Named Executive Officer,

The Compensation Committee discussed the annual cash incentive program for Mr. Rai for fiscal year 2013. Additionally,Company objectives were weighted 50% as a group, and the individual MBOs were weighted 50% as a group. In addition, the Compensation Committee reviewed the Company’s performance and each individual executive’s performance against their respective objectives that were set in 2015 and then assigned the pre-determined financialCompany and each Named Executive Officer a performance rating from 0-100. An executive officer must have achieved at least 50% of his MBOs in order to receive a bonus under the incentive bonus plan. The Named Executive Officers were also eligible to receive a “stretch” bonus if certain objectives and personal objectives.  The 2013 cash incentive plan consistedwere achieved under the “stretch” portion of the following key components:

incentive bonus plan.

AKORN, INC.- 2016 Proxy Statement     28

A.

A base bonus tied to personal objectives linked to Company’s overall strategic plan and the achievement of the target Adjusted EBITDA, as defined by the Company.  The Adjusted EBITDA targets for Mr. Rai were established by the Compensation Committee at the commencement of the year and are the same targets applied to our annual cash bonus program for our other executive officers. A reconciliation of Adjusted EBITDA to net income for the year ended December 31, 2013 can be found on our Current Report on Form 8-K filed with the SEC on March 3, 2014.  The personal objectives were not specifically assigned percentages.

B.	An “over-achievement” bonus which equals 50% of the base bonus, provided the Company achieves its “stretch” Adjusted EBITDA.

For 2013, the Company’s overall corporate MBOs were as follows:

●	Achieve a determined level of sales and adjusted EBITDA

●	Complete development of a certain number of new moleculesBack to Contents

●	Submit a determined number of ANDA / ANADA filings

●	Increase annual adjusted EBITDA by a certain percentage through various growth opportunities

●	Complete identified infrastructure improvement projects

●	Maintain and achieve defined FDA related compliance standards at domestic and international facilities

The Compensation Committee adopted an annual cash

Under the 2015 incentive program pursuant to which Mr. Rai was eligible to receive a target cash bonus of up to $500,000, attributable to his achievement of personal objectives and Company MBOs, or up to $750,000plan, if the Company exceedingdid not achieve its “stretch” Adjusted EBITDA target for 2013.  Based upon its reviewthe year, no bonuses would be paid even if other objectives were achieved.

2015 Performance-Based Annual Incentive Award for our Chief Executive Officer

For 2015, the Company achieved the following financial metrics: Sales of Mr. Rai’s performance toward achievement$985 million, Adjusted EBITDA of $460 million and Adjusted EPS of $2.02.

In addition to reviewing the corporate MBOs listed above,Company’s financial metrics, the Compensation Committee awardedevaluated the Company’s performance against key strategic initiatives designed to promote the Company’s long-term success, as well as significant events during 2015. We continue to make progress on our plan to prepare Akorn India Private Limited (AIPL) for FDA certification. We submitted 18 ANDAs and 1 NDA to the FDA, and we launched 12 new products. We also have concentrated our efforts to enhance our culture and develop organizational talent.

The Compensation Committee determined that Mr. Rai a baseshould be awarded an incentive bonus of $500,000 for 2013.  In addition, althoughbased on the following achievements in 2015. Mr. Rai led the Company did not exceed its “stretch” Adjusted EBITDA target for 2013,to deliver $985 million in sales and $151 million (GAAP) net earnings. Additionally, Mr. Rai provided the Compensation Committee believedleadership and direction during the unstable restatement environment that enabled the company to have these business successes. He significantly strengthened the talent of the organization through the hiring of key executives across all functions. He personally negotiated with lenders and regulatory agencies to ensure the Company achieved other significant milestones in 2013 and awardedmaintained its ability to operate effectively. Mr. Rai a discretionary additional bonusensured that all of $250,000 as a result of his and the Company’s various achievements during the year, including the signing of a definitive agreementoperations maintained regulatory compliance so that we could continue to acquire Hi-Tech.

manufacture, distribute and sell our products.

2015 Performance-Based Annual Cash Incentive AwardsAward for our Other Named Executive Officers

In 2013,

Similar to prior years, for fiscal year 2015, Mr. Rai recommended and the Compensation Committee approved financialcorporate goals and personal MBOs required for incentive payout to other Named Executive Officers. The goals for the other Named Executive Officers were significantly aligned with the Company’s overall stated goals and objectives, and were tailored to each Named Executive Officer’s role and responsibilities within the Company. The plan required achievement of financial goals, including exceeding net revenue andthe Adjusted EBITDA targets, as well as Company’s overall corporate MBOstarget before any individual payouts wouldcould be earned.  These financial and corporate goals were achievedearned as well as achievement of at base bonus level, allowingleast 50% of the incentive payouts to be made.executive’s individual MBOs. The amounts of actual individual payouts to the other Named Executives Officers varied based on achievement of their personal MBOs andwhich were in the range of 50%0% to 100% of individual goal achievement.

Mr. Dick resigned from the Company as of August 3, 2015 and so did not receive a bonus for 2015.

The Compensation Committee determined that Mr. Kutinsky should be awarded an incentive bonus based on the following achievements. Mr. Kutinsky provided leadership across our Pharmaceutical Operations and Sales and Marketing organizations during 2015. He greatly increased the effectiveness of our Sales, Marketing and Operations organizations through the addition new talent, especially at the senior levels, and the establishment of new business processes. The teams launched new products that contributed $36.0 million of revenue (growth of $31.0 million over the year ended December 31, 2014) to the company, negotiated contracts with major customers to increase our revenue opportunity, and responded to over 150 inquiries from regulatory agencies to ensure they had the information to review our ANDA, ANADA and NDA filings.

The Compensation Committee determined that Mr. Bonaccorsi should be awarded an incentive bonus based on the following achievements. In 2015, Mr. Bonaccorsi managed diverse litigation and regulatory challenges that not only required the deployment of the Company’s legal team, but more so the breadth of outside counsel required to meet the demands of regulators, board committees and litigation. In addition, he and his team provided outstanding legal services to the Company on a wide range of legal and regulatory matters.

The Compensation Committee determined that Mr. Pollard should be awarded an incentive bonus based on the following achievements. Mr. Pollard joined the Company on April 20, 2015 and much of his year was focused on addressing the issue of the financial restatement and establishing processes, fixing weaknesses, partnering with our auditors and investigators while at the same time dramatically increasing the size and caliber of our Finance organization. Mr. Pollard also served as the interim CFO for three months following the resignation of Mr. Dick. Mr. Pollard’s leadership in managing the Company’s debt was important to maintaining efficiency in our operations.

The Compensation Committee determined that Mr. Lichter should be awarded an incentive bonus based on the following achievements in 2015. Mr. Lichter ensured all manufacturing facilities maintained their regulatory compliance to operate. Additionally, he led the reduction of our weekly backorders by almost 60% from Q1 to year-end. Much of his effort and his success was focused on the creation of the Pharmaceutical Operations function within the Company and the associated organizational structure and the recruiting of talent and implementation of business processes such as S&OP, technical transfers and cost management programs.

AKORN, INC.- 2016 Proxy Statement     29

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Long Term

Mr. Kafer’s bonus for 2015 was directly linked to the sales performance of the Company and targets established by the Compensation Committee and the Board of Directors. In 2015, the Company achieved $985 million in sales, and while not a factor in the determination of Mr. Kafer’s bonus amount, the Compensation Committee noted Mr. Kafer’s successful implementation of business processes for new product launches and the evaluation of commercial viability of products, and the streamlining of the commercial organization.

2015 Long-Term Incentive Compensation.

We grant NSOsGrants

Due to the restatement process, no equity awards were granted in 2015 under our long-term incentive plan. However, the following grants were made to our Named Executive Officers in connection with their joining the Company in 2015: Mr. Lichter was awarded 200,000 options on February 23, 2015, Mr. Pollard was awarded 50,000 options May 1, 2015, Mr. Kafer was awarded 125,000 options on May 1, 2015 and Mr. Portwood was awarded 300,000 options on October 30, 2015. In addition, Mr. Pollard was awarded 10,000 options on October 30, 2015 in recognition for his service as a meansInterim Chief Financial Officer. The stock options vest in four equal installments of rewarding past performance25% of the award per year beginning on the first anniversary of the grant date.

The long-term incentive awards that were intended to be made in 2015 were delayed until 2016 and encouraging continued efforts to achieve personal and Company objectiveswere granted 100% in the current and future years.  options.

During 2013,2015, the Board approvedmade the following grantgrants of stock options to our Named Executive Officers.  All options were granted at existing market price, vest one quarter per year on eachOfficers:

		Number of Options Granted in 2015(1)		Grant Date Fair Value $
Raj Rai		—		—
Duane A. Portwood		300,000		$3,186,270
Joseph Bonaccorsi		—		—
Bruce Kutinsky		—		—
Steven Lichter		200,000		$3,641,160
Randall E. Pollard		60,000		$941,269
Jonathan Kafer		125,000		$2,087,650
Timothy A. Dick		—		—
TOTAL		685,000		$9,856,349

(1)

Long-term incentive awards were scheduled to be granted in May 2015 to our executive officers with 75% of the grant-date fair value of each executive’s equity grant to be provided in the form of options and 25% in RSUs. However, due to the restatement process, the grants were delayed until early this year and were awarded 100% in options as follows: on March 24, 2016, Mr. Rai was awarded 191,387 options; Mr. Kutinsky was awarded 26,058 options and Mr. Bonaccorsi was awarded 65,453 options.

In addition to the first four anniversaries ofincentive awards described above, the grant date, and expire five years from the date of grant:

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		Number of Options Granted in 2013				Grant Date Fair Value
Raj Rai			65,200			$	443,725
Timothy A. Dick			19,600				133,390
Joseph Bonaccorsi			12,100				82,348
Bruce Kutinsky			21,200				144,279
John R. Sabat			11,900				80,987
Mark M. Silverberg			11,900				80,987
			141,900			$	965,715

Stock options granted in 2013 reflect the Company’s belief that Long Term Incentives should provide a large majority of compensation opportunity for our Named Executive Officers.  The Company does not have any Long Term Cash Incentives nor does it maintain a pension plan or a supplemental executive retirement plan.

While the Company has not yet adopted any stock ownership guidelines, as of March 7, 2014, each of ourCompensation Committee made discretionary cash bonuses to Named Executive Officers beneficially ownedfor their extraordinary contributions in 2015. See the “Summary Compensation Table” for the amounts of those awards.

2016 Performance Objectives

For the 2016 performance-based annual incentive plan, the following Company equity with a valuefinancial goals were set at Sales of at least 5 times his base salary$1.08 billion, Adjusted EBITDA of $499 million and Adjusted EPS of $2.15, as well as individual MBOs for 2013.

Benefits.

Employment and Consultant Agreements.  The Company has entered intoeach executive officer.

Other Elements of Compensation

Below are additional elements of compensation that we provide to our executive officers. For information regarding employment agreements with its CEO, CFO, COO and General Counsel.  The Company does not have employment agreements with its other Named Executive Officers.

The Company entered into an Employment Agreement with its CEO, Mr. Rai, effective January 1, 2014. Previously, Mr. Rai had been compensated pursuant to a consulting agreement.  Under the terms of his employment agreement, Mr. Rai receives an annual base compensation in the amount of $725,000 for his service as CEO, with the opportunity to earn bonus equal to 100% of his annual compensation beginning in fiscal year 2014.  The Compensation Committee and the Board felt that the financial achievements under Mr. Rai’s leadership merited this level of compensation.  Mr. Rai’s employment agreement also defines the amounts payable to Mr. Rai upon termination of his services following a change in control of the Company.  There is not a single trigger for his change of control provision.  The agreement with our CEO provides for post-termination benefits under certain circumstances following a change of control of ownership of the Company, which would include accelerated vesting of equity compensation awards, and a multiple of base salary and past bonus compensation.  

The Company entered into an employment agreement with its COO effective January 1, 2014.  This agreement has an initial term of one-year and is automatically renewed for successive one (1) year periods unless written notice of non-extension is provided.  The employment agreements describe payments due to the officer upon termination under various scenarios, including his termination following a change in control.  The agreement does not have a change of control provision with a single trigger.  The employment agreement with our COO provides for post-termination benefits under certain circumstances.  Further, in the event of a termination for good cause by the COO or for no cause following a change of control of ownership of the Company, post-termination benefits and compensation would include accelerated vesting of equity compensation awards, and a multiple of base salary and past bonus compensation.  

The Company entered into employment agreements with its CFO and its General Counsel on December 22, 2010.  Each employment agreement has an initial term of one-year and is automatically renewed for successive one (1) year periods unless written notice of non-extension is provided.  The employment agreements describe payments due to the officer upon termination under various scenarios, including his termination following a change in control.  Neither of these agreements has a change of control provision with a single trigger.  The employment agreements with our CFO and General Counsel provide for post-termination benefits under certain circumstances.  Further, in the event of a termination for good cause by the CFO or General Counsel or for no cause following a change of control of ownership of the Company, post-termination benefits and compensation would include accelerated vesting of equity compensation awards, and a multiple of base salary and past bonus compensation.  

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Perquisites. The Company has eliminated all perquisites including company cars. None of our executives is eligible for any tax gross-ups.

executive severance plan, see “Potential Payments Upon Termination.”

Company-Wide Benefits.  

The Company does not have a pension plan and does not have a supplemental executive retirement plan. Executive officers and all full-time employees are eligible to participate in the Company’s standard benefit program,programs, which includesinclude health insurance (which is partially funded by the employee), 401(k), disability and life insurance (separate programs for executives and all other employees), flexible spending accounts, an employee stock purchase plan, an employee assistance program, an education assistance program, travel assistance, paid time off and holidays. Part-time employees are eligible to participate in a limited benefits program which includes a 401(k), plan, an employee stock purchase plan, and limited holiday and paid time off.   At the recommendation of management, the Board of Directors may elect to approve matching 401(k) contributions. Since January 1, 2011, the Company has been matching employee 401(k) contributions at a rate of 50% of the first 6% contributed by the employee.

Perquisites

In 2009, the Company largely eliminated perquisites for its executive officers. However, in 2015, the Company made several additions to its team of executive officers, and in doing so paid moving, temporary housing and related relocation costs to some of its Named Executive Officers. See “Summary Compensation Table” and “All Other Compensation Table.”

AKORN, INC.- 2016 Proxy Statement     30

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ESPP.  The Akorn, Inc. Employee Stock Purchase Plan permits

Historically, the ESPP has permitted eligible employees to acquire shares of our common stock at a 15% discount from market price, through payroll deductions not exceeding 15% of base wages. Purchases under the ESPP arewere subject to an annual maximum purchase of $25,000 in market value of our common stock.

Other Considerations.

Tax Considerations.  It has been Due to our restatement process, however, we were required to suspend purchases under and continuesterminate our prior ESPP. Once our restatement process is complete, we intend to develop and obtain shareholder approval of a new employee stock purchase plan.

Executive Share Retention and Ownership Guidelines

In order to promote equity ownership and further align the interests of management with the Company’s shareholders, the Company adopted stock ownership guidelines for the Company’s executive officers. The executive officers are expected to achieve the ownership level associated with their position within five years of their respective appointments.

Role	Guideline
Chief Executive Officer	5 times base salary
All Other Executive Officers	3 times base salary

Until the specified ownership levels are met, an executive officer will be our intent thatrequired to retain 50% of all non-equity incentive paymentsshares acquired upon option exercises and the vesting of RSUs (in both cases, less shares withheld to pay taxes or cost of exercise). The value of a share shall be deductible unless maintaining such deductibility would undermine our ability to meet our primary compensation objectives or is otherwise not in our best interest. At this time, essentially all compensation (except certain equity incentives) paid tomeasured as the Named Executive Officers is deductible under Section 162(m)greater of the Internal Revenue Code.  We also regularly analyze the tax effects of various forms of compensation and the potential for excise taxes to be imposed on the executive officers which might have the effect of frustrating the purposes of such compensation.

Accounting Treatment Considerations.  We are especially attuned to the impact of Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation, with respect to the grant and vesting of equity compensation awards.  Prior to the granting of such awards, we analyze the short and longer-term effects of any particular award on our budget for the year of grant and anticipated financial impact in future years.  This information is taken into account in determining the type and vesting parameters for equity-based compensation awards.

Timing of Equity Grants and Equity Grant Practices.  The Compensation Committee recommends to the Board equity compensation to all of the Named Executive Officers and all other Company employees.  All awards are made based onthen current market price or the closing price of oura share of the Company’s common stock on the dateacquisition date. For purposes of approved award.  the stock ownership guidelines, stock ownership includes:

•	shares purchased on the open market,
•	shares owned jointly with, or separately, by the officer’s spouse and dependent children,
•	shares held in trust for the officer or immediate family member,
•	shares held through any Company-sponsored plan, including specifically the Employee Stock Purchase Plan,
•	shares obtained through the exercise of stock options, and
•	50% of unvested restricted shares of stock.

As of December 31, 2015, Messrs. Rai, Bonaccorsi, Kutinsky and Dick had all met the minimum ownership guidelines, and Messrs. Portwood, Lichter, Pollard and Kafer have until five years from their respective appointments to attain the required ownership levels.

Hedging Policy

Under the Company’s hedging policy, executive officers are discouraged from engaging in the purchase of puts, calls or other hedging transactions involving Company stock.

Clawback Policy

In addition, awards may be made to new employees upon their joiningFebruary 2016, the company, and to employees who are promoted during the year.  The timing of such awards depends on those specific circumstances and is not tied to any other particular company event, anticipated events or announcements.

Clawback Policy. The Company has not adopted a compensation clawback policy but(“Clawback Policy”) that applies to all executive officers and incentive-based compensation (including discretionary bonuses) awarded to such officers. Under the policy, the Company may require the forfeiture and repayment of incentive-based compensation if (1) the Company is monitoring developmentsrequired to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the federal securities laws, (2) an executive officer received incentive-based compensation based on materially inaccurate financial statements or materially inaccurately determined performance metrics, (3) an action or omission by an executive officer results in material financial or reputational harm to the Company, or (4) an executive officer violated a non-compete or non-solicit provision or engaged in a felony or professional conduct injurious to the Company, its customers, employees, suppliers, or shareholders. In any such event, the Compensation Committee may require that an executive officer forfeit or repay all or any portion of any outstanding unpaid incentive-based compensation that was awarded to the officers and any incentive-based compensation that was paid to the officers during the 36 months prior. If a restatement occurs or an award is based on materially inaccurate financial statements or performance metrics, the Compensation Committee will consider all facts and circumstances that it determines relevant, including whether anyone responsible engaged in misconduct and issues of accountability. Any amount repaid by an executive officer shall not exceed the amount of incentive-based compensation awarded by the Company in excess of what would have been awarded to such employee under the circumstances reflected by the accounting restatement since the effective date of the policy. Pursuant to the provisions of the Clawback Policy, the Company shall amend the policy as necessary to satisfy the requirements of the Dodd Frank Wall Street Reform and Consumer Protection Act and intendsthe NASDAQ. In order to adopt a clawback policy that satisfiesensure the requirementsenforceability of the actClawback Policy, the Company is inserting appropriate language regarding the policy into applicable award agreements and other documents.

In addition to the SEC’s rules thereunder once such rules have been adopted. TheClawback Policy, the Company’s CEO and CFO are currently subject to statutory clawback requirements under the Sarbanes Oxley Act of 2002, which generally requires public company chief executive officers and chief financial officers to disgorge bonuses, other incentive- or equity-based compensation and profits on sales of company stock that they receive within the 12-month period following the public release of financial information if there is a restatement because of material noncompliance, due to misconduct, with financial reporting requirements under the federal securities laws.

Recovery of Bonuses in Connection with the Restatement

In light of our restatement, and as referenced in the Form 10-K/A filed in April 2015, in May 2016 the Compensation Committee re-evaluated the base, “stretch” and discretionary bonuses paid to the individuals listed as “named executive officers” for fiscal year 2014 (the “2014 NEOs”). Under our performance-based annual incentive plan in which the 2014 NEOs participated, if we do not achieve our Adjusted EBITDA target for a year, no awards are to be paid under the plan, even if other objectives were achieved. As a result of our restatement, it was determined that the Adjusted EBITDA that we actually achieved for 2014 did not meet the target threshold for that year. As a result, the Compensation Committee determined, and the Board approved, that the Company would seek repayment of 100% of the after-tax bonuses (base, “stretch” and

AKORN, INC.- 2016 Proxy Statement     31

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discretionary) that were paid to each of the 2014 NEOs who are still employed by the Company for their service in 2014. Although the Company’s Clawback Policy generally applies to incentive payments prospectively since its adoption in February 2016, the steps taken by the Compensation Committee with respect to the 2014 bonuses are consistent with such policy. The Compensation Committee indicated that the recovery of bonuses is not tied to any determination of fault on the part of the 2014 NEOs and results solely from the financial restatement. The 2014 NEOs are cooperating with the Company, and the Company and the 2014 NEOs will be implementing repayment terms.

Tax Considerations

Section 162(m) of the Internal Revenue Code generally prohibits publicly held companies from deducting more than $1.0 million per year in compensation paid to each of certain of the Company’s highest paid executive officers, unless, in general, the compensation is paid pursuant to a plan which is performance-related, non-discretionary and has been approved by our shareholders, such as our 2014 Plan. It has been and continues to be our intent that all non-equity incentive payments be deductible unless maintaining such deductibility would undermine our ability to meet our primary compensation objectives or is otherwise not in our best interest. In general, historically the Compensation Committee has structured awards to the executive officers under the Company’s non-equity incentive program to qualify for this exemption. However, in 2015, due to the restatement process and hiring of new executive officers, the Company set its performance objects later in the year than is typical and thus was unable to structure its non-equity incentive program to meet the strict compliance requirements of Section 162(m) for the 2015 performance period. As a result, the CEO’s total compensation exceeded the Section 162(m) deductibility limit by approximately $1,400,000, which represented a cost to the Company of approximately $526,000 as a result of the lost tax deduction. The Compensation Committee believes that this amount, including the cost of the lost tax deduction was justifiable in order to be able to hire and retain key strategic executives through the restatement process and set meaningful objectives. However, going forward, it is our intent that we will continue to strive to structure compensation (excluding certain equity incentives) paid to the Named Executive Officers so that it is deductible under Section 162(m) of the Internal Revenue Code to the extent practical, but we may award non-deductible compensation in certain circumstances as we deem appropriate.

We also regularly analyze the tax effects of various forms of compensation and the potential for excise taxes to be imposed on the executive officers which might have the effect of frustrating the purposes of such compensation.

Accounting Treatment Considerations

We are especially attuned to the impact of ASC 718 - Stock Compensation, with respect to the granting and vesting of equity compensation awards. Prior to the granting of such awards, we analyze the short and longer-term effects of any particular award on our budget for the year of grant and anticipated financial impact in future years. This information is taken into account in determining the type and vesting parameters for equity-based compensation awards.

COMPENSATION COMMITTEE REPORT

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the named executive officers. The Compensation Committee of Akorn has reviewed and discussed with management the Compensation Discussion and Analysis for fiscal year 20132015 and, based on such review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report is submitted by the Compensation Committee, consisting of:

	Adrienne L. Graves, Ph.D., Chair
	Ronald Johnson
	Alan Weinstein

AKORN, INC.- 2016 Proxy Statement     32

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Ronald M. Johnson, Chair

Adrienne L. Graves, Ph.D.

Alan Weinstein

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Executive Compensation Tables

EXECUTIVE COMPENSATION TABLES

2015 Summary Compensation Table

The following table includessets forth information concerning compensation paid to or earned by our Named Executive Officers for the years ended December 31, 2013, 20122015, 2014 and 2011.

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($)				Bonus ($) (1)				Stock Awards ($) (2)				Option Awards ($) (3)				Non-Equity Incentive Plan Compensation ($) (4)			Nonqualified Deferred Compensation Earnings  ($)		All Other Compen- sation ($) (5)				Total ($)
Raj Rai	2013			-0-				250,000				-0-				443,725				500,000					500,000				1,250,000
Chief Executive Officer	2012			-0-				-0-				-0-				-0-				675,000					500,000				1,175,000
	2011			-0-				250,000				-0-				2,962,720				750,000					500,000				4,462,720
Timothy A. Dick	2013			309,000				-0-				-0-				133,390				77,250					12,860				532,500
Chief Financial Officer	2012			299,808				-0-				-0-				-0-				180,000					12,610				492,418
	2011			289,712				-0-				-0-				462,925				195,750					12,135				960,522
Joseph Bonaccorsi	2013			286,340				-0-				-0-				82,348				114,400					13,040				496,128
Senior Vice President,	2012			278,170				-0-				-0-				-0-				150,120					12,790				441,080
General Counsel and Secretary	2011			269,808				-0-				-0-				277,755				162,000					12,537				722,100
Bruce Kutinsky	2013			313,685				-0-				-0-				144,279				122,070					10,203				590,237
Chief Operating Officer	2012			260,769				-0-				-0-				799,140				130,174					9,468				1,199,551
	2011			240,000				-0-				-0-				462,925				108,000					9,231				820,156
John R. Sabat	2013			280,160				-0-				-0-				80,987				77,701					11,968				450,816
Senior Vice President, National	2012			271,769				-0-				-0-				-0-				110,160					11,821				393,750
Accounts & Trade Relations	2011			263,900				-0-				-0-				370,340				117,000					11,846				763,086
Mark M. Silverberg	2013			280,160				-0-				-0-				80,987				58,800					14,876				434,823
Executive  Vice President,	2012			271,846				-0-				-0-				-0-				97,920					13,798				383.564
Global Quality Assurance &	2011			264,000				-0-				-0-				370,340				106,515					13,545				754,400
Alliance Management

2013.

Name and principal position		Year		Salary ($)		Bonus* ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation* ($)(3)		All Other Compensation ($)(4)		Total* ($)
Raj Rai Chief Executive Officer		2015		800,000		391,400		—		—		724,399		3,211		1,919,010
		2014		750,000		375,000(*)		4,412,253		1,948,882		1,125,000(*)		3,721		8,614,856
		2013		—		250,000		—		443,725		500,000		500,000		1,693,725
Duane A. Portwood Executive Vice President and Chief Financial Officer		2015		70,962(5)		56,250(6)		—		3,186,270		—		104		3,313,586
		2014		—		—		—		—		—		—		—
		2013		—		—		—		—		—		—		—
Joseph Bonaccorsi Senior Vice President, General Counsel and Secretary		2015		425,000		100,000		—		—		218,510		8,810		752,320
		2014		350,000		—		3,913,930		389,703		168,000(*)		10,769		4,832,402
		2013		286,340		—		—		82,348		114,400		9,290		492,378
Bruce Kutinsky Chief Operating Officer		2015		470,000		—		—		—		122,200		8,511		600,711
		2014		425,000		—		184,140		552,102		255,000(*)		4,668		1,420,910
		2013		313,685		—		—		144,279		122,070		6,453		586,487
Steven Lichter Executive Vice President, Pharmaceutical Operations		2015		259,616(5)		94,854(7)		—		3,641,160		90,866		8,925		4,095,421
		2014		—		—		—		—		—		—		—
		2013		—		—		—		—		—		—		—
Randall E. Pollard Former Interim CFO. Current Executive Vice President, Corporate Controller and Chief Accounting Officer		2015		178,846(8)		127,000(7)		—		941,269		132,000		30,284		1,409,399
		2014		—		—		—		—		—		—		—
		2013		—		—		—		—		—		—		—
Jonathan Kafer Executive Vice President, Sales and Marketing		2015		207,692(5)		39,100		—		2,087,650		83,077		20,786		2,438,305
		2014		—		—		—		—		—		—		—
		2013		—		—		—		—		—		—		—
Timothy A. Dick Former Chief Financial Officer		2015		232,480(9)		—		—		—		—		175,050		407,530
		2014		385,000		—		1,669,754		428,737		—		9,007		2,492,498
		2013		309,000		—		—		133,390		77,250		9,110		528,750

(*)

In light of our restatement, the Compensation Committee re-evaluated the base, “stretch” and discretionary bonuses paid to our 2014 NEOs. Consistent with the terms of the Company’s new Clawback Policy, the Compensation Committee determined, and the Board approved, that the Company would seek repayment of 100% of the after-tax bonuses (base, “stretch” and discretionary) in respect of 2014 service that were paid to each of the 2014 NEOs who are still employed by the Company. See “Recovery of Bonuses in Connection with the Restatement.”

(1)

The amounts shown in this column are discretionary cash bonus awards earned in the applicable year and paid to the Named Executive Officers in the following year.  See “Performance-Based Annual Bonus” for additional information.

	(2)	This column shows the grant-dategrant date fair value of restricted stock awardsRSUs granted during the applicable year. Additional information regarding restricted stock awards is included in the notesDue to the “Grants of Plan-Based Awards”restatement process, no RSUs were awarded under our long-term incentive plan in 2015. Such long-term incentive awards were delayed until 2016 and “Outstanding Equity Awards” tables. were granted 100% in options. See “Long-Term Incentive Plan” and “2015 Long-Term Incentive Grants.”
(2)	(3)	This column shows the grant-date fair value of stock options granted during the applicable year. These amounts were determined as of the options’ grant dates in accordance with FASB ASC Topic 718.718 using the Black Scholes-Merton valuation model. The assumptions used were the same as those reflected in Note 911 – “Stock Options, Employee Stock Purchase Plan and Restricted Stock.” Due to the restatement process, no stock options were awarded under our consolidated financial statementslong-term incentive plan in 2015. However, in connection with joining the Company, Mr. Lichter was awarded 200,000 options on February 23, 2015, Mr. Pollard was awarded 50,000 options May 1, 2015, Mr. Kafer was awarded 125,000 options on May 1, 2015 and Mr. Portwood was awarded 300,000 options on October 30, 2015. In addition, Mr. Pollard was awarded 10,000 options on October 30, 2015 in recognition for his service as Interim Chief Financial Officer. The stock options vest in four equal installments of 25% of the award per year ended December 31, 2013.beginning on the first anniversary of the grant date. The long-term incentive awards intended to be granted in 2015 were delayed until 2016 and were granted 100% in options. See “Long-Term Incentive Plan,” “2015 Long-Term Incentive Grants” and the notes to the “Grants of Plan-Based Awards” and “Outstanding Equity Awards” tables.

AKORN, INC. - 2016 Proxy Statement     33

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(4)(3)

The amounts shown in this column are performance-based annual cash incentive awards earned in the applicable year andyear. Annual performance-based incentive awards are typically paid to the Named Executive Officers in the following year.first quarter of the subsequent year in which they were earned. However, upon the recommendation of management, the Compensation Committee unanimously decided to delay payment of all bonuses earned by the Named Executive Officers for 2015 until the Company filed its Annual Report on Form 10-K for 2015. See “Performance-Based Annual Bonus”Incentive” for additional information.

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	(5)(4)	The amounts reported in this column represent the dollar amount for each Named Executive Officer as set forth in more detail in the “All Other Compensation Table” below.
(5)	The amounts shown represent the base salaries of Messrs. Portwood, Lichter and Kafer - $450,000, $300,000 and $300,000, respectively, pro-rated to their respective start dates of October 30, February 16 and April 20, 2015.
(6)	Mr. Portwood joined Akorn on October 30, 2015, and so did not receive bonus targets for 2015; however, he received a guaranteed payment of $56,250 to partially compensate for the bonus opportunity he gave up at his prior employer when joining Akorn.
(7)	Messrs. Lichter and Pollard were granted signing bonuses of $46,154 and $50,000, respectively. Messrs. Lichter and Pollard were also awarded discretionary bonuses in the amounts of $48,700 and $55,000, respectively. In addition, for his service as Interim Chief Financial Officer, Mr. Pollard was awarded a bonus in the amount of $22,000.
(8)	In connection with his promotion to Interim Chief Financial Officer, Mr. Pollard’s salary was increased from his starting salary of $235,000 to $275,000 as of August 3, 2015.
(9)	This amount represents Mr. Dick’s base salary of $385,000 pro-rated through his resignation date of August 3, 2015.

All Other Compensation Table

Name		Year			Fees for Consulting Services ($)				401(k) Match ($)				Group Term Life Insurance Premium ($)				All Other ($)				Total ($)
Raj Rai		2015				—				2,650				561				—				3,211
Duane A. Portwood		2015				—				—				104				—				104
Joseph Bonaccorsi		2015				—				7,950				860				—				8,810
Bruce Kutinsky		2015				—				7,950				561				—				8,511
Steven Lichter		2015				—				7,615				1,310				—				8,925
Randall E. Pollard		2015				—				—				249				30,035(b)				30,284
Jonathan Kafer		2015				—				4,846				573				15,367(b)				20,786
Timothy A. Dick		2015				160,417(a)				7,950				395				6,288(c)				175,050

(a)	These consulting services (CEO only), perquisitesfees were paid pursuant to a consulting arrangement entered into between the Company and other personal benefits, tax reimbursements, our matching contributionsMr. Dick upon his resignation from the Company. See “Potential Payments Upon Termination.”
(b)	The amount shown reflects moving, temporary housing and related relocation costs reimbursed to the Akorn 401(k) savings plan, insurance premiums, and other benefits as follows:

Name	Year	Fess for Consulting Services ($)	401(k) Match ($)	Group Term Life Insurance Premium ($)	All Other ($) (1)	Total ($) executive.
Raj Rai (c)	2013 2012 2011	500,000 500,000 500,000	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	500,000 500,000 500,000
Timothy A. Dick	2013 2012 2011	-0- -0- -0-	8,750 8,500 8,028	360 360 360	3,750 3,750 3,747	12,860     12,610 12,135
Joseph Bonaccorsi	2013 2012 2011	-0- -0- -0-	8,750 8,500 8,250	540 540 540	3,750  3,750 3,747	13,040 12,790  12,537
Bruce Kutinsky	2013 2012 2011	-0- -0- -0-	5,913 5,178 4,985	540 540 499	3,750 3,750 3,747	10,203 9,468 9,231
John R. Sabat	2013 2012 2011	-0- -0- -0-	5,842 5,695 5,723	2,376 2,376   2,376	3,750 3,750 3,747	11,968 11,821 11,846
Mark M. Silverberg	2013 2012 2011	-0- -0- -0-	8,750 8,250 8,250	2,376   1,548   1,548	3,750 3,750 3,747	14,876 13,798 13,545 The amount shown represents the cost paid for continued health coverage after Mr. Dick’s resignation in 2015. See “Potential Payments Upon Termination.”

AKORN, INC. -2016 Proxy Statement34

(1)	This column represents the discount from market value on shares purchased through the Employee Stock Purchase Plan for Messrs. Bonaccorsi, Dick, Sabat and Silverberg, and Dr. Kutinsky.Back to Contents

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2013 Grants of Plan-Based Awards

2015 Grants of Plan-Based Awards

The following table provides additional information about non-equity incentive compensation and stock and option awards granted to our Named Executive Officers during the year ended December 31, 2013.

GRANTS OF PLAN-BASED AWARDS
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stocks		All Other Option Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards (2) ($/Sh)				Grant Date  Fair Value of Stock and Option Awards($) (3)
		Threshold ($)	Target ($)	Maxi-mum ($)	Thresh-old ($)	Target ($)	Maximum ($)
Raj Rai	5/3/13										65,200			$	15.36			$	443,725
Timothy A. Dick	5/3/13										19,600			$	15.36			$	133,390
Joseph Bonaccorsi	5/3/13										12,100			$	15.36			$	82,348
Bruce Kutinsky	5/3/13										21,200			$	15.36			$	144,279
John R. Sabat	5/3/13										11,900			$	15.36			$	80,987
Mark M. Silverberg	5/3/13										11,900			$	15.36			$	80,987

in 2015 under our 2014 Plan.

All Other

Estimated Possible Payouts

Estimated Future Payouts

All Other

Option

Exercise

Under Non-Equity Incentive

Under Equity Incentive

Stock

Awards:

or Base

Grant Date

Plan Awards(1)

Plan Awards

Awards:

Number of

Price of

Fair Value

Thres-

Thres-

Number

Securities

Option

of Stock

Grant

hold

Target

Maximum

hold

Target

Maximum

of Shares

Underlying

Awards(3)

and Option

Name

Date

($)

($)

($)

($)

($)

($)

of Stocks

Options(2)

($/Sh)

Awards($)(4)

Raj Rai

Non-Equity Incentive

Compensation

07/30/2015

800,000

1,200,000

Duane A. Portwood

Stock Option

10/30/2015

300,000

26.74

3,186,270

Joseph Bonaccorsi

Non-Equity Incentive

Compensation

07/30/2015

212,500

318,750

Bruce Kutinsky

Non-Equity Incentive

Compensation

07/30/2015

235,000

352,500

Steven Lichter

Non-Equity Incentive Compensation

07/30/2015

103,846(5)

155,769(5)

200,000

48.05

3,641,160

Stock Option

02/23/2015

Randall E. Pollard

Non-Equity Incentive Compensation

07/30/2015

110,000(5)

165,000(5)

Stock Option

05/01/2015

50,000

43.00

835,060

Stock Option

10/30/2015

10,000

26.74

106,209

Jonathan Kafer

Non-Equity Incentive Compensation

07/30/2015

83,077(5)

207,693(5)

Stock Option

05/01/2015

125,000

43.00

2,087,650

Timothy A. Dick

Non-Equity Incentive

Compensation(6)

07/30/2015

192,500

288,750

(1)	(1) (2)	For information on performance-based annual bonusincentive awards granted in 2013,2015, see “Performance-Based Annual Bonus”Incentive” and “Summary Compensation Table –- Non-Equity Incentive Plan Compensation.”
(2)	The stock options vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. Due to the restatement process, no equity awards were granted in 2015 under our long-term incentive plan. However, the following grants were made to Named Executive Officers in connection with their joining the Company in 2015: Mr. Lichter was awarded 200,000 options on February 23, 2015, Mr. Pollard was awarded 50,000 options May 1, 2015, Mr. Kafer was awarded 125,000 options on May 1, 2015 and Mr. Portwood was awarded 300,000 options on October 30, 2015. In addition, Mr. Pollard was awarded 10,000 options on October 30, 2015 in recognition for his service as Interim Chief Financial Officer. The long-term incentive awards that were intended to be granted in 2015 were granted earlier this year on March 24, 2016, as follows: Mr. Rai was awarded 191,387 options; Mr. Kutinsky was awarded 26,058 options and Mr. Bonaccorsi was awarded 65,453 options.
(3)	The per-share exercise or base price of the options granted in the fiscal year is based on the closing price of our common stock on the grant date of each respective option.
(4)	(3)	The grant date fair value of the option award granted during 20132015 was based on the closing prices of our common stock on the grant date, and was calculated in accordance with FASB ASC Topic 718. The assumptions used for this grant were the same as those reflected in Note 911 – “Stock Options, Employee Stock Purchase Plan and Restricted Stock.”
(5)	The amounts shown for Messrs. Lichter and Kafer are pro-rated to our consolidated financial statements in our Annual Report on Form 10-Ktheir respective start dates of February 16 and April 20, 2015. Pursuant to his offer letter, Mr. Pollard was entitled to the bonus opportunity for the year ended December 31, 2013. full year.
(6)	(4)	The options vest one quarter per year on eachMr. Dick resigned from the Company as of the first four anniversaries of the grant date.August 3, 2015 and so did not receive a bonus for 2015.

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Outstanding Equity Awards at 2013 Year-End

The following table provides a summary of equity awards outstanding at December 31, 2013, for each of our Named Executive Officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS (1)						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price ($)	Option Expiration Date  (8)	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Raj Rai	250,000 (2)	-0-		1.00	6/8/2014
	2,000,000 (3)	-0-		1.34	8/7/2014
	150,000 (4)	-0-		1.46	2/22/2015
	750,000 (5)	-0-		2.61	5/21/2015
	533,333 (6)	266,667		6.62	4/29/2016
	-0- (13)	65,200		15.36	5/3/2018
Timothy A. Dick	100,000 (6)	-0-		1.00	6/12/2014
	183,333 (4)	-0-		1.46	2/22/2015
	366,667 (5)	-0-		2.61	5/21/2015
	83,333 (6)	41,667		6.62	4/29/2016
	-0- (13)	19,600		15.36	5/3/2018
Joseph Bonaccorsi	250,000 (7)	-0-		0.81	5/6/2014
	100,000 (4)	-0-		1.46	2/22/2015
	100,000 (5)	-0-		2.61	5/21/2015
	50,000 (6)	25,000		6.62	4/29/2016
	-0- (13)	12,100		15.36	5/3/2018
Bruce Kutinsky	250,000 (11)	-0-		5.43	12/10/2015
	83,333 (6)	41,667		6.62	4/29/2016
	25,000 (12)	75,000		13.35	8/3/2017
	-0- (13)	21,200		15.36	5/3/2018
John R. Sabat	25,000 (4)	-0-		1.46	2/22/2015
	18,173 (5)	-0-		2.61	5/21/2015
	66,666 (6)	33,334		6.62	4/29/2016
	-0- (13)	11,900		15.36	5/3/2018

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (continued)
OPTION AWARDS (1)						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price ($)	Option Expiration Date  (8)	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Mark M. Silverberg	50,000 (9)	-0-		1.11	5/26/2014
	50,000 (8)	-0-		1.60	11/19/2014
	35,000 (10)	-0-		1.60	11/19/2014
	75,000 (10)	-0-		1.60	11/19/2014
	80,000 (4)	-0-		1.46	2/22/2015
	60,000 (5)	-0-		2.61	5/21/2015
	66,666 (6)	33,334		6.62	4/29/2016
	-0- (13)	11,900		15.36	5/3/2018

AKORN, INC. -2016 Proxy Statement     35

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Outstanding Equity Awards at 2015 Year-End

The following table sets forth information with respect to outstanding equity awards held by our Named Executive Officers as of December 31, 2015. Market values have been determined based on the closing price of our common stock on December 31, 2015 of $37.31.

		OPTION AWARDS(1)										STOCK AWARDS
Name		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Raj Rai
Option(1)		32,600		32,600				15.36		5/3/2018
Option(2)		52,923		158,767				24.74		5/2/2019
RSU(3)												19,703		735,128
RSU(4)												73,944		2,758,879
Duane A. Portwood
Option(5)		—		300,000				26.74		10/30/2022
Joseph Bonaccorsi
Option(6)		100,000		—				2.61		(6)
Option		75,000		—				6.62		(6)
Option(1)		6,050		6,050				15.36		5/3/2018
Option(2)		10,583		31,747				24.74		5/2/2019
RSU(3)												3,940		147,020
RSU(4)												74,370		2,774,775
Bruce Kutinsky
Option(6)		250,000		—				5.43		(6)
Option		125,000		—				6.62		(6)
Option(7)		75,000		25,000				13.35		8/3/2017
Option(1)		10,600		10,600				15.36		5/3/2018
Option(2)		14,493		44,977				24.74		5/2/2019
RSU(3)												5,582		208,274
Steven Lichter
Option(8)		—		200,000				48.05		2/23/2022
Randall E. Pollard
Option(9)		—		50,000				43.00		5/1/2022
Option(5)		—		10,000				26.74		10/30/2022
Jonathan Kafer
Option(9)		—		125,000				43.00		5/1/2022
Timothy A. Dick
Option		125,000		—				6.62		(6)
Option(1)		9,800		—				15.36		5/3/2018
Option(2)		11,643		—				24.74		5/2/2019
RSU(3)												4,334		161,711
RSU(4)												30,008		1,119,543

AKORN, INC. -2016 Proxy Statement36

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NOTES:

(1)	Outstanding stockThe amounts shown represent the number of options atgranted to each executive officer May 3, 2013 that had not vested as of December 31, 2013, become exercisable2015. These options vest in accordance withfour equal installments of 25% of the vesting schedule below:
	Grant Date		Vesting Schedule                                                                              .
(2)	6/8/2009		Vested immediately upon grant.
(3)	8/7/2009		250,000 options vested on 12/8/2009 and 250,000 options to vest every six months thereafter, until 6/8/2013, for as long as and providing that Mr. Rai continues to render CEO consulting services to the Company.
(4)	2/22/2010		1/3award per year beginning on the first anniversary of the grant date. Mr. Dick’s remaining 9,800 options were forfeited as of his resignation August 3, 2015. Subsequent to December 31, 2015, the following options vested: Mr. Rai 3,025, Mr. Bonaccorsi 16,300 and Mr. Kutinsky 5,300.
(2)
(5)	5/21/2010		1/3The amounts shown represent the number of options granted to each executive officer May 2, 2014 that had not vested as of December 31, 2015. These options vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. Mr. Dick’s remaining 34,927 options were forfeited as of his resignation August 3, 2015. Subsequent to December 31, 2015, the following options vested: Mr. Rai 52,923, Mr. Bonaccorsi 10,583 and Mr. Kutinsky 14,993.
(3)
(6)	6/12/2009		1/3The amounts shown represent the number of RSUs granted to each executive officer May 2, 2014 that had not vested as of December 31, 2015. These RSUs vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. RSUs that were scheduled to vest in 2015 are treated as vested for accounting purposes and purposes of determining diluted earnings per share. However, due to the Company’s restatement process, no shares could be issued with respect to any RSUs that vested in 2015 and the Company intends to issue such shares as soon as it is allowed. Subsequent to December 31, 2015, the following RSUs vested: Mr. Rai 6,568, Mr. Bonaccorsi 1,314 and Mr. Kutinsky 1,861. In accordance with his letter agreement, Mr. Dick’s remaining 4,334 RSUs vested on February 3, 2016.
(4)
(7)	5/6/2009		1/3The amounts shown represent the number of RSUs granted to each executive officer September 5, 2014 that had not vested as of December 31, 2015. These RSUs vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. RSUs that were scheduled to vest in 2015 are treated as vested for accounting purposes and purposes of determining diluted earnings per share. However, due to the Company’s restatement process, no shares could be issued with respect to any RSUs that vested in 2015 and the Company intends to issue such shares as soon as it is allowed. In accordance with his letter agreement, Mr. Dick’s remaining 30,008 RSUs vested on February 3, 2016.
(5)
(8)	11/19/2009		1/3The amounts shown represent the number of options granted on October 30, 2015 to Mr. Pollard in connection with his service as our Interim Chief Financial Officer and to Mr. Portwood in connection with his hire as our new Chief Financial Officer that had not vested as of December 31, 2015. These options vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date.
(6)			These options are fully vested and were scheduled to expire if not exercised. However, due to legal restrictions under the securities laws, during the restatement process the options could not be exercised. Once the restrictions are lifted, the executives will have 30 days to exercise such options before they expire.
(9)(7)	5/26/2009		1/The amounts shown represent the number of options granted to each executive officer August 3, 2012 that had not vested as of December 31, 2015. These options vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. The remaining options vest August 3, 2016.
(8)
(10)	11/19/2009		1/4 vesting immediately and 1/4The amounts shown represent the number of options granted on eachFebruary 23, 2015 to Mr. Lichter in connection with his hire that had not vested as of next three anniversariesDecember 31, 2015. These options vest in four equal installments of grant
(11)	12/10/2010		1/325% of the award per year beginning on the first anniversary of the grant date. Subsequent to December 31, 2015 50,000 of Mr. Lichter’s options vested.
(9)
(12)	8/3/2012		1/4The amounts shown represent the number of options granted on May 1, 2015 to Mr. Pollard and Mr. Kafer in connection with their hires. The options vest in four equal installments of 25% of the award per year beginning on the first anniversary of the grant date. Subsequent to December 31, 2015, the following options vested: Mr. Pollard 12,500 and Mr. Kafer 31,250.

AKORN, INC. -2016 Proxy Statement     37

(13)	5/3/2013		1/4 per year beginning on the first anniversary of the grant

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 See “2013 Grants of Plan-Based Awards” for more information on outstanding stock options.

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 2013 Option Exercises and Stock Vested Table

2015 Option Exercises and Stock Vested Table

The following table provides a summary of the value realized by our Named Executive Officers from the exercise of option awards or the vesting of stock awards during the year ended December 31, 2013.

2015.

		OPTION AWARDS				STOCK AWARDS
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)(2)		Number of Shares Withheld to Cover Tax Liability(2)		Value Realized on Vesting ($)(2)
Raj Rai(3)		1,700,000		64,090,976		31,216		—		1,261,183
Duane A. Portwood		—		—		—		—		—
Joe Bonaccorsi(4)		100,000		4,661,094		26,104		—		1,045,060
Bruce Kutinsky(5)		—		—		1,861		—		78,542
Steven Lichter		—		—		—		���		—
Randall E. Pollard		—		—		—		—		—
Jonathan Kafer		—		—		—		—		—
Timothy A. Dick(6)		122,222		4,526,517		11,447		—		460,283

OPTION EXERCISES AND STOCK VESTED(1)	The stock option exercises included above were either same-day sales or were sales to cover the exercise price and taxes due upon exercise of the options. The value realized on exercise of these options equaled the difference between the average sales prices and the exercise prices for the underlying shares.
(2)	OPTION AWARDS	STOCK AWARDSAs a result of the Company’s restatement process, no shares associated with vesting RSUs were issued in 2015 and accordingly, no shares could be withheld. For disclosure purposes, the Company has still reported the number of shares and value realized associated with the vesting of the RSUs.
Name(3)	NumberOf the 1,700,000 options exercised by Mr. Rai during the year ended December 31, 2015, 873,985 shares were sold to cover the exercise price and taxes due upon exercise of Shares Acquired options and the remaining 826,015 shares were held by Mr. Rai. Of the $1.3 million of value realized on Exercise (#)	Value Realized vesting of RSUs during the year ended December 31, 2015, $0.3 million of value was based on Exercise ($)	Number the vesting of Shares Acquired 6,568 shares at the closing price of our common stock on Vesting (#)	Number the first trading day following the annual vesting on May 4, 2015 of Shares Withheld to Cover Tax Liability	Value Realized $42.21 per share and $1.0 million of value was based on Vesting ($) the vesting of 24,648 shares at the closing price of our common stock on the first trading day following the annual vesting on September 8, 2015 of $39.92 per share.
No Named Executive Officers(4)	Of the 100,000 options exercised by Mr. Bonaccorsi during the year ended December 31, 2015, 40,827 shares were sold to cover the exercise price and taxes due upon exercise of options and the remaining 59,173 shares were held by Mr. Bonaccorsi. Of the $1.0 million of value realized on vesting of RSUs during the year ended December 31, 2015, $0.1 million of value was based on the vesting of 1,314 shares at the closing price of our common stock on the first trading day following the annual vesting on May 4, 2015 of $42.21 per share and $1.0 million of value was based on the vesting of 24,790 shares at the closing price of our common stock on the first trading day following the annual vesting on September 8, 2015 of $39.92 per share.
(5)	The value for Mr. Kutinsky was based on the closing price of our common stock on the first trading day following the annual vesting on May 4, 2015 of $42.21 per share.
(6)	Of the 122,222 options exercised by Mr. Dick during 2013.the year ended December 31, 2015, 60,300 shares were sold to cover the exercise price and taxes due upon exercise of options and the remaining 61,922 shares were held by Mr. Dick. Of the $0.5 million of value realized on vesting of RSUs during the year ended December 31, 2015, $0.1 million of value was based on the vesting of 1,445 shares at the closing price of our common stock on the first trading day following the annual vesting on May 4, 2015 of $42.21 per share and $0.4 million of value was based on the vesting of 10,003 RSUs at the closing price of our common stock on the first trading day following the annual vesting on September 8, 2015 of $39.92 per share and $0.9 million of value was based on the accelerated vesting of the remaining 34,342 outstanding RSUs in connection with his resignation as discussed above, based on the price of our common stock on the first trading day following the vesting date of February 3, 2016 of $25.41 per share.

Potential Payments Upon Termination or Change of Control

Employment Agreements and Offer Letters

We have entered into employment agreements with our CEO, CFO, COO and General Counsel which include severance andthat, in addition to providing bonus opportunity, provide the officers with compensation if they are terminated without cause, they leave the Company with good reason or their employment terminates in certain circumstances in connection with a change of control provisions that may require us to make payments to these individuals in the eventcontrol. The agreements renew automatically for a one-year period unless written notice of the termination of the CEO’s, CFO’s, COO’s and General Counsel’s employment, and increased payments and acceleration of unvested equity grants, such as stock options, following a change in control.

Underis provided. We believe the terms of the employment agreements wepromote stability and continuity of senior management. Specifically, these common protections promote our ability to attract and retain management and assure us that our executive officers will continue to be dedicated and available to provide certain financial protections forobjective advice and counsel notwithstanding the possibility, threat or occurrence of a periodchange in their circumstances or in the control of one year for the Company. All of the employment agreements are listed in the Exhibit Index to our 2015 Annual Report on Form 10-K.

Each of our CEO, CFO, COO and General Counsel followingis entitled to receive benefits under the employment agreements if (1) we terminate the executive’s employment without cause, (2) the

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executive resigns for good reason or (3) if there is a change of control. Incontrol during the eventterm of the agreement and within the 90 days prior to and 12 months following the change of control we terminate the executive’s employment without cause or he resigns for good reason. Under these scenarios, each of the executives is entitled to receive (1) any accrued but unpaid salary and pro-rata bonus, (2) reimbursement for any outstanding reasonable business expense, (3) vacation pay, (4) continued life and health insurance as described below and (5) a severance payment calculated as described below.

The term “cause” includes termination due to willful and continued failure to substantially perform assigned duties, the conviction of any felony or crime involving fraud, and breach of any material term of the employment of the CEO, CFO, COO or General Counsel is terminated involuntarily by the Company or successor or for good reason by the individual officer during such period, he would then be provided with severance benefits under the terms of the agreement. The agreement does not provide for any tax gross-up of severance pay.

A “change of control” as defined in the employment agreements generally means (i) any other person or entity acquires ownership of 40 % or more of our outstanding common stock or the combined voting power over our outstanding voting securities;  (ii) the incumbent directors, as defined in the agreements, ceaseterm “good reason” includes termination due to constitute at least a majority of the board; or (iii) the completion of certain corporate transactions including a reorganization, merger, statutory share exchange, consolidation or similar transaction, a sale or other disposition of all or substantially all of our assets, or the acquisition of assets or stock of another entity, subject to certain exceptions.

“Good reason” generally means the occurrence of any of  (a) amaterial adverse change in officer’s status or responsibilities, which represents a material and adverse changerelocation beyond fifty (50) miles from officer’s status or responsibilities, or the assignment to officer of any duties or responsibilities which are materially inconsistent with officer’s status or responsibilities; (b) a reduction in officer’s base salary to a level below that in effect at any time previously; (c) the Company’s requiring officer to be based at any place outside a 50-mile radius from officer’sexecutive’s job location or residence, without the officer’s consent; (d)a substantial reduction in base salary that is not comparable to that of other executives and is not part of a comprehensive reduction, and the failure of the Company to obtain an agreement satisfactory to the officer,executive from any successorssuccessor entities to assume the employment agreement.

If we terminate the executive without cause or the executive resigns for good reason, the severance payment will be equal to one times his then current base salary plus his total bonus opportunity most recently approved under the Company’s annual bonus incentive plan. In addition, the executive is eligible to receive payment of life and agree to perform the agreement.

With respect to the CEO’s Employment Agreement, if,health insurance coverage for a period of 12 months following such executive’s termination of employment.

If there is a change of control during the term of the agreement and within the agreement is terminated within ninety (90)period from 90 days prior to or twelve (12)and 12 months following athe change in control we terminate the CEO then would be entitled toexecutive without cause or the following compensation and benefits:

i.  If the CEO’s Employment Agreement is terminated by the Companyexecutive resigns for good cause, due toreason, the CEO’s disability or death, due to CEO’s retirement, or by CEO for any other than for Good Reason, the Company would pay to CEO accrued compensation.

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ii. If the CEO’s Employment Agreement is terminated by the Company without good cause, or by the CEO for Good Reason, the CEO wouldseverance payment will be entitled to (a) the Company would pay CEO all accrued compensation and a pro-rata bonus amount; (b) the Company would pay CEO as a liquidated sum in lieu of any further compensation for periods subsequent to the termination date, an amount in cash equal to three (3) times in the case of the CEO and two times in the case of the CFO, COO or General Counsel, the sum of the greater of (a) the executive’s then current base annual compensationsalary and (b) his base salary immediately prior to the change of control, plus his total bonus amount; (c) until the second (2nd) anniversary of the termination date, officer would have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to officer within ninety (90) days preceding the date of the Change in Control,and (d) the restrictions on any outstanding incentive awards (including restricted stock and granted performance shares or units) granted to CEOopportunity most recently approved under the Company’s stock optionannual bonus incentive plan. In addition, the executive will be eligible to receive payment of life and other stock incentive plans or under any other incentive plan or arrangement would lapse and such incentive award would become 100% vested, all stock options and stock appreciation rights granted tohealth insurance coverage for a period of 36 months for the CEO would become immediately exercisable and would become 100% vested and all performance units granted to the CEO would become 100% vested.

Under the Employment Agreement with our CEO, he is subject to certain restrictive covenants including non-compete provisions that obligate the CEO to not compete with the business24 months for each of the Company during the term of his employment.  The CEO is specifically prohibited from engaging in any business activity that is, or may reasonably be found to be, in competition with the business of the Company.  Further, the CEO is prohibited during the term and for twelve months following the termination of the Consulting Agreement from soliciting, enticing or inducing any Company employees or business away from the Company to be employed by any competitor of the Company.

With respect to the CFO, COO and General Counsel, if, during the termfollowing such executive’s termination of their respective agreements, the agreement is terminated within 90 days prior to or 12 months following a change in control, the officer would then be entitled to the following compensation and benefits:

i.  If the officer’s employment were terminated by the Company for good cause, due to the officer’s disability or death, due to officer’s retirement, or by the officer for any other than for Good Reason, the Company would pay to officer accrued compensation.

ii. If the officer’s employment is terminated by the Company without good cause, or by the officer for Good Reason, the officer would be entitled to: (a) the Company would pay officer all accrued compensation and a pro-rata bonus amount; (b) the Company would pay officer an amount in cash equal to two (2) times the sum of  base annual compensation and bonus amount; (c) until the second (2nd) anniversaryas well as vesting (as of the termination date, officer would have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to officer within ninety (90) days preceding the dateexecutive’s last day of the Change in Control; and (iv) the restrictions onemployment) of any outstanding incentive awards (including restricted stock and granted performance sharesunvested options or units) granted to officer under the Company’s stock option and other stock incentive plans or under any other incentive plan or arrangement would lapse and such incentive award would become 100% vested, all stock options and stock appreciation rights granted to officer would become immediately exercisable and would become 100% vested and all performance unitsRSUs previously granted to the officer would become 100% vested.

Any change of control severance payment amountsexecutive.

Severance payments will be made to the CEO, CFO, COO or General Counsel would be paid in a singleone lump sum cash payment within 30 days, ofor as soon as administratively practicable, following the termination and would bedate, subject to all applicable tax and other withholdings.

If the executive’s employment is terminated by the Company for cause, or by the executive without good reason, or due to the executive’s death or disability or retirement pursuant to the Company’s policies applicable to executive officers, the executive is not entitled to severance pay or continuation of payment of life and health insurance but will receive accrued, but unpaid salary, reimbursement for any outstanding reasonable business expense and pro-rata pay for unused vacation time.

The employment agreements contain non-competition and non-solicitation covenants that apply during the term and until the sooner to occur of 12 months following the executive’s termination date and 12 months following the change of control.

In the event that any payment or benefit received or to be received by the CEO, CFO, COO or General Counsel in connection with termination of his Employment Agreementemployment agreement would constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code or any similar or successor provision to 280G would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such Severance Parachute Paymentsamounts would be reduced to the largest amount which would result in no portion of the Severance Parachute Paymentsamounts being subject to the Excise Tax.  excise tax. The agreements do not provide for any tax gross-up of severance pay.

Termination Other Than

In connection with his promotion to Chief Accounting Officer and Interim Chief Financial Officer, Mr. Pollard entered into a letter agreement dated August 25, 2015, which entitles Mr. Pollard to severance in an amount equal to twelve months of his then current base salary if his employment is terminated prior to August 3, 2016 without cause or due to a change in control that occurs within 60 days of August 3, 2016. Eligibility for Cause or Disability; Voluntary Terminationthis severance benefit is dependent upon execution of a termination and severance agreement at the time of termination of his employment.

A copy of each of the employment agreements and letter agreements we have with our Named Executive Officers has been filed with the SEC. Please see the exhibit list at Item 15.Exhibits, Financial Statement Schedules.

Executive and Key Management Change in Control Severance Plan

The severance and change in control arrangements for Good Reason.

Further, with respect to theour CEO, CFO, COO and General Counsel,GC are set forth in their individual employment agreements, as set forth above. Severance and change in control arrangements for our other Named Executive Officers and key executives is set forth in the Executive Change in Control Severance Plan (the “Executive CIC Plan”) that has been instituted by our Compensation Committee. Participants in the Executive CIC Plan are selected by the Company’s Compensation Committee or Board of Directors. Under the Executive CIC Plan, if any such officer is terminated other than for cause or disability, ora Named Executive Officer, within the officer terminates employment for “good reason” either more than 90 days prior to orand 12 months following a change of control of the Company, experiences an involuntary termination without cause or voluntarily terminates his employment for good reason, then he wouldwill be entitled to receive (i) a lump sumlump-sum cash severance payment equal to the amountone year of the officer’s accrued compensationhis then current base salary, (ii) continued payment of health insurance coverage for a period of one year following termination of employment and pro-rated bonus, plus:

(i) an amount in cash equal to one (1) times the sum of the base annual compensation and bonus; and

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(ii) until the first (1st) anniversary of the termination, the officer would have such rights with respect to all benefits provided by the Company as were provided to the officer(iii) vesting as of the executive’s last day of employment of any unvested options or RSUs previously granted to the executive. See “Payments in Connection with Various Termination Scenarios.”

The Executive CIC Plan provides the Company with assurance that it will have the continued dedication of, and the availability of objective advice and counsel from, key executives of the Company and its affiliates and to promote certainty and minimize potential disruption for key executives of the Company in the event the Company is faced with or undergoes a change in control. The Company updated its equity award agreements for its Named Executive Officers. Each of the Company’s equity award agreements for Named Executive Officers now provides for this “double trigger” vesting of equity awards in the event the

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Company undergoes a change in control transaction in which the awards are continued or assumed – that is, the award will vest if the recipient experiences an involuntary termination datewithout cause or if greater, at any timevoluntarily terminates his employment for good reason within the 90 days preceding the termination date,prior to and (iii) the amounts provided would be paid12 months following a change in a single lump sum cash payment within 30 days after the termination plus accrued pay in lieu of unused vacation.

Termination for Death or Disability or for Cause.

If the Company’s employmentcontrol of the CFO, COO or General Counsel wouldCompany. Our current Form of Non-Qualified Stock Option Award Agreement, Form of Incentive Stock Option Award Agreement, and Form of Restricted Stock Unit Award Agreement were filed as exhibits to our Form 10-K that we filed with the SEC on May 10, 2016. Other equity awards may be terminated (i)granted under our 2014 Stock Option Plan using other forms of award agreements as may be determined from time to time in the form approved by the Compensation Committee.

The Executive CIC Plan does not provide for any tax gross-up of severance pay. In addition, payment of any cash severance under the Executive CIC Plan is contingent upon the participant’s execution of a separation agreement containing a release of claims in favor of the Company for Cause, (ii) dueand its affiliates and covenants restricting the executive officer’s competition, solicitation of employees, disparagement of the Company and its affiliates and disclosure of confidential information.

Payments in Connection with Various Termination Scenarios

The following table indicates the cash amounts, accelerated vesting and other payments and benefits that each Named Executive Officer would have been entitled to officer’s Disability or death, (iii) due to officer’s retirementreceive upon termination under various circumstances pursuant to the terms of their respective employment agreements, the 2003 Plan and 2014 Plan, the award agreements made under the 2003 Plan and the 2014 Plan and the Company’s policies applying to executive officers generally, or (iv) by officer other than for Good Reason,Executive CIC Plan. The table assumes that the executive’s termination of employment with the Company would pay to officerunder the accrued compensation. Cause generally means an officer’s willful and continued failure to perform substantially his duties.

Each of the agreements with the CFO, COO and General Counsel contains non-compete provisions pursuant to which the CFO, COO and General Counsel shall not compete with the business of the Company during the term of their employment and for twelve months following their employment termination. Specifically, the officers will not engage in any business activity that is or may reasonably be found to be in competition with the business of the Company.  Further, the CFO, COO and General Counsel are prohibited from soliciting, enticing or inducing any Company employees or business away from the Company to be employed by any competitor of the Company.

The following table sets forth the estimated amounts payable to each of our Named Executive Officers upon a “change in control” of the Company:

		Raj Rai				Timothy A. Dick				Joseph Bonaccorsi				Bruce Kutinsky				John R. Sabat				Mark M. Silverberg
Cash Severance Payments		$	2,175,000			$	618,000			$	572,680			$	650,000			$	-0-			$	-0-
Cash Bonus Payments			2,175,000				463,500				343,608				487,500				-0-				-0-
Accelerated Vesting of Stock Options (1)			5,403,758				931,502				562,046				1,791,568				-0-				-0-
Employee Benefits Continuation (2)			24,000				16,000				16,000				16,000				-0-				-0-
Tax Gross-Up			-0-				-0-				-0-				-0-				-0-				-0-
TOTAL		$	9,777,758			$	2,029,002			$	1,494,334			$	2,945,068			$	-0-			$	-0-

scenario shown occurred on December 31, 2015.

Executive / Termination Event(1)(2)		Cash Severance Payment			Acceleration of Equity Awards(3)			Life/Health Insurance Benefits			Total Termination Benefits
Raj Rai
without cause or with good reason,		$	2,000,000			—		$	11,250(4)		$	2,011,250
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	6,000,000		$	6,205,284		$	33,750(5)		$	12,239,034
Duane A. Portwood
without cause or with good reason,		$	787,500			—		$	11,250(4)		$	798,750
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	1,575,000		$	3,171,000		$	22,500(5)		$	4,768,500
Joseph Bonaccorsi
without cause or with good reason		$	680,000			—		$	11,250(4)		$	691,250
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	1,360,000		$	3,453,628		$	22,500(5)		$	4,836,128
Bruce Kutinsky
without cause or with good reason,		$	822,500			—		$	11,250(4)		$	833,750
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	1,645,000		$	1,605,311		$	22,500(5)		$	3,272,811
Steven Lichter
without cause or with good reason			—			—			—			—
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	300,000			(6)		$	11,250(4)		$	311,250
Randall E. Pollard
without cause(7)		$	275,000			—			—		$	275,000
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	275,000		$	105,700(6)		$	11,250(4)		$	391,950
Jonathan Kafer
without cause or with good reason			—			—			—			—
without cause or with good reason within 90 days prior
to or 12 months following a change of control		$	300,000			(6)		$	11,250(4)		$	311,250

(1)	RepresentsThe table does not give effect to any reduction in payments to any executive that might occur under his employment agreement in the event that the payment would become subject to additional taxes under Section 4999 of the Internal Revenue Code for receipt of excess parachute payments in the event of a termination or resignation following a change in control. In addition, the amounts shown in this table do not include accrued but unpaid salary, reimbursement for any outstanding reasonable business expense or vacation pay.
(2)	If the executive’s employment is terminated by the Company for cause, or by the executive without good reason, or due to the executive’s death or disability or retirement pursuant to the Company’s policies, the executive will receive all accrued but unpaid salary, reimbursement for any outstanding reasonable business expense and vacation pay.
(3)	The amount represents the intrinsic value of “in-the-money” unvested stock options and unvested RSUs based on $24.62$37.31 per share, which was the closing stock price of Akorn, Inc. common stock on December 31, 2013.2015.

(2)  (4)

For Messrs. Dick and Bonaccorsi and Dr. Kutinsky, theThe amount represents the estimated cost to continue health and life insurance coverage for 2 years after a change in control.  For Mr. Rai, the1 year.

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(5)	The amount represents continuedthe estimated cost to continue health and life insurance coverage for Mr. Rai for 3 years, after changefor Messrs. Portwood, Bonaccorsi and Kutinsky for 2 years.
(6)	All of Messrs. Lichter’s and Kafer’s stock options were out of the money as of December 31, 2015. The amount shown for Mr. Pollard does not include 50,000 of his stock options which were out of the money as of December 31, 2015.
(7)	Pursuant to his letter agreement dated August 25, 2015, Mr. Pollard is entitled to severance in control.an amount equal to twelve months of base salary if his employment is terminated prior to August 3, 2016 without cause.

Director Compensation

Mr. Dick’s Resignation

On August 3, 2015, Mr. Dick tendered his resignation to pursue other opportunities. In connection with his departure, the Company entered into a letter agreement with Mr. Dick. Pursuant to the letter agreement, Mr. Dick agreed to serve as a consultant to the Company until February 3, 2016, all of Mr. Dick’s unvested stock options were immediately forfeited, his RSUs continued to vest through the consulting period, and the Company agreed to continue paying health coverage for one year. The table below shows the total amounts paid or to be paid to Mr. Dick in connection his resignation.

		Cash Severance Payment				Acceleration of Equity Awards(1)				Life/Health Insurance Benefits(2)				Consulting Payments(3)				Total Termination Benefits
Timothy A. Dick		$	—			$	872,624			$	19,589			$	256,667			$	1,148,880

(1)	Represents the intrinsic value as of December 31, 2015 of unvested RSUs based on the closing stock price of Akorn, Inc. common stock on February 4, 2016 or $25.41.
(2)	The amount represents the cost to continue health coverage for one year following Mr. Dick’s resignation - $6,288 in 2015 and $13,202 in 2016.
(3)	The Company paid Mr. Dick $160,417 for consulting services he provided in 2015, and an additional $96,250 for consulting services provided in 2016.

DIRECTOR COMPENSATION

Director compensation is set by the Compensation Committee in coordination with management and submitted to the Board for approval. Each year, the Compensation Committee works with its independent compensation consultant to review current director compensation using published survey data of companies of similar size based on revenue and market capitalization and in the pharmaceutical industry, as well as director compensation of companies in our self-selected peer group, in order to guide the Compensation Committee towards establishing director compensation that falls in an appropriate rangerange. In 2015, based upon the recommendations of the compensation consultant, the Compensation Committee revised our director compensation program to better align the program with median peer group practices to compensate for a companyadditional time commitment and risk associated with participation on Board committees.

	Amount
Annual Compensation Element		Chair				Member
Annual Cash Retainer		$	125,000			$	75,000
Annual Equity Award Grant Value		$	230,000			$	230,000
Audit Committee - Cash Compensation		$	25,000			$	12,500
Compensation Committee - Cash Compensation		$	20,000			$	10,000
Nominating and Governance Committee - Cash Compensation		$	15,000			$	7,500
Special Litigation Committee - Cash Compensation		$	20,000			$	12,500
Special Committee - Cash Compensation(1)		$	15,000			$	7,500
Stock Ownership Guidelines	5x annual equity				5x annual equity
	and cash retainer				and cash retainer

(1)	From time to time, the Board may create one or more special committees. Generally, a chair of a special committee is paid $15,000 and a member $7,500 for his or her services, however, the compensation paid may vary and is approved on a case-by-case basis by the Compensation Committee.

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All retainers are paid quarterly in arrears. Annual equity awards are generally made immediately following the annual meeting of its sizeshareholders. In addition to the above fees, we reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors.

Annual equity awards are typically made to our directors at the Pharmaceutical Industry.

UponBoard meeting held immediately after our annual meeting of shareholders. In 2014, the annual equity awarded to our directors was 100% in options, vesting one year from the date of grant and expiring five years from the date of grant if not exercised. Beginning in 2015, the Compensation Committee determined that the annual equity awarded to our directors would be awarded 50% in options and 50% in RSUs. However, due to the Company’s restatement process, the Company paid each director cash in lieu of their annual equity award for 2015.

In connection with her appointment to the Board in March 2012, Dr. Graveson May 1, 2015, Ms. Rappuhn was granted the option to purchase 20,000 shares of our common stock at the market pricesprice in effect on the date of grant. The optionsoption vested immediately100% upon the anniversary of the date of grant and expireexpires five years from grant date if not exercised.  Our directors currently receive fees paid in cash and each has stock or stock options.  While the Company has not yet adopted any stock ownership guidelines for its Board, given the number of shares beneficially owned by Board members as of March 7, 2014, the Company is confident each independent director could currently fulfill a requirement to beneficially own Company’s stock with a value that is a multiple of 3 – 5 times his annual director’s fees.  The Compensation Committee has discussed adding this requirement.

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In 2012, the Compensation Committee revised annual cash compensation schedule for our Board members that was previously adopted on April 19, 2011.  The revised cash compensation schedule was adopted as of May 4, 2012 and has remained unchanged since that date.  The cash portion of Board compensation is paid quarterly.  Accordingly, for their service on the Board during 2013, our Chairman received cash compensation of $90,000 and our other Board members received cash compensation of $70,000 apiece.

Set forth below are the current and previous cash compensation schedules for our Board members:

		Fee schedule adopted on April 29, 2011				Fee schedule adopted on May 4, 2012
Board Fees:
Chairman of the Board		$	70,000			$	90,000	��
Board Members		$	50,000			$	70,000

In addition to the cash compensation detailed above, each Director is to receive an annual equity award.  The quantity and type of equity award to be granted is determined annually and takes into account the estimated grant-date fair value of the award.   Each continuing director received a grant of 4,557 shares of restricted stock on May 8, 2013 for his or her annual service as a director, with half of the shares vesting on the grant date and the remainder vesting on the one year anniversary of grant.

In connection with their service as our directors, we have provided to each of our independent directors supplemental indemnity assurances with respect to any claims associated with their serving as one of our directors, as a director of any of our subsidiaries, as a fiduciary of any of our employee benefit plans and in other positions held at our request.

Director Stock Ownership Guidelines

The Compensation Committee believes that it is in the best interests of the Company and its shareholders to align the financial interests of the Company’s directors with those of the shareholders. Accordingly, the Compensation Committee established the following stock ownership guidelines for directors. Each director is expected to acquire and retain shares of the Company’s common stock having a value equal to at least five times the total value of the director’s annual stock and cash retainer. Directors shall have three years from the date of election or appointment to attain such ownership levels. The Nominating and Governance Committee in its discretion may extend the period of time for attainment of such ownership levels in appropriate circumstances. In the event a director’s annual retainer increases, he or she will have one year from the date of the increase to acquire any additional shares needed to meet the guidelines.

As of May 1, 2016, Messrs. Kapoor, Abramowitz, Johnson, Meyer, Tambi and Weinstein had all met the minimum ownership guidelines. Ms. Graves has not yet achieved the required level, largely because the Company paid the equity portion of the directors’ 2015 retainer fee in cash rather than equity. Ms. Rappuhn has until April 20, 2018 (three years from the date of her appointment) to attain the required ownership level. The following table sets forth compensation paid to our directors for the year 2013:

2013 DIRECTOR COMPENSATION
Name (a)			Fees Earned or Paid in Cash ($) (b) (1)				Stock Awards ($) (c) (2)			Option Awards ($) (d) (3)			Non-equity incentive plan compensation ($) (e)			Change in pension value and nonqualified deferred compensation earnings (f)			All other compensation ($) (g)				Total ($) (h)
Dr. John N. Kapoor (Chairman)		$	90,000			$	69,996			-0-			-0-			-0-			-0-			$	159,996
Kenneth S. Abramowitz			70,000				69,996			-0-			-0-			-0-			-0-				139,996
Dr. Adrienne Graves			70,000				69,996			-0-			-0-			-0-			-0-				139,996
Ronald M. Johnson			70,000				69,996			-0-			-0-			-0-			-0-				139,996
Steven Meyer			70,000				69,996			-0-			-0-			-0-			-0-				139,996
Brian Tambi			70,000				69,996			-0-			-0-			-0-			-0-				139,996
Alan Weinstein			70,000				69,996			-0-			-0-			-0-			-0-				139,996

2015:

2015 DIRECTOR COMPENSATION TABLE

Name		Fees Earned or Paid in Cash ($)(1)				Bonus				Option Awards ($)(2)				Total ($)
Dr. John N. Kapoor (Chairman)		$	355,000			$	—			$	—			$	355,000
Kenneth S. Abramowitz			314,375				—				—				314,375
Dr. Adrienne Graves			336,938				—				—				336,938
Ronald M. Johnson			335,625				—				—				335,625
Steven Meyer			336,250				100,000(3)				—				436,250
Terry Allison Rappuhn			293,750				100,000(3)				362,994				756,744
Brian Tambi			305,000				—				—				305,000
Alan Weinstein			340,000				—				—				340,000

(1)

The dollar amount of allamounts shown in this column represent the retainer fees earned or paid in cashby each for servicesserving as a director, including annualany retainer fees for serving as a chair or committee and/or chairmanship fees,member. The amounts shown in this column also include $230,000 paid in cash to each director in lieu of their 2015 annual equity award. The amounts shown for Ms. Rappuhn and meeting fees.Mr. Weinstein each include $7,500, and for Mr. Johnson $15,000, for their service on a special committee in 2015.

(2)	This column presents the aggregate grant date fair value of restricted stock awards issued during 2013.

(3)

No stock options were awarded to any of our directors in 2013.  Had such awards been granted, this column would presentrepresents the aggregate grant date fair value of stock options granted during the year. Ms. Rappuhn was awarded 20,000 options on May 1, 2015, in connection with her appointment to the Board. The options were granted pursuant to our 2014 Plan and vest one year from the grant date. The grant date fair values wouldare be determined in accordance with FASB ASC Topic 718 using the Black Scholes-Merton valuation model, and the assumptions used would be the same as those reflected in Note I to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2013.11 – “Stock Options, Employee Stock Purchase Plan and Restricted Stock.” As of December 31, 2013,May 1, 2016, each director had the following number of vested options outstanding: Dr. Kapoor – none;- 10,753; Mr. Abramowitz – 51,585;- 35,753; Dr. Graves – 20,000;- 30,753; Mr. Johnson – 120,000;- 60,753; Mr. Meyer – 40,000;- 35,753; Mr. Tambi – 70,000; and- 60,753; Mr. Weinstein – 70,000.- 60,753; and Ms. Rappuhn - 20,000.

(3)

Mr. Meyer and Ms. Rappuhn were each awarded a discretionary bonus of $100,000 for leading the Audit Committee’s independent investigation related to the Company’s restatement.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ronald M.  Johnson,

Dr. Adrienne Graves, Chair, Alan Weinstein and Dr. Adrienne Graves,Ronald M. Johnson, who currently comprise the Compensation Committee, are each independent, non-employee directors of the Company. No executive officer (current or former) of the Company served as a director or member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on our Compensation Committee, (ii) the board of directors of another entity in which one of the executive officers of such entity served on our Compensation Committee, (iii) the compensation committee of any other entity in which one of the executive officers of such entity served as a member of our Board, or (iv) were directly or indirectly the beneficiary of any related transaction required to be disclosed under the applicable regulations of the Exchange Act, during the year ended December 31, 2015.

EQUITY COMPENSATION PLANS

Equity Compensation Plans

Options granted under the 2003 Plan have exercise prices equivalent to the market value of our common stock on the date of grant and expire five years from that date. Options granted to our Directors typically vest one year from the date of grant and expire five years from the date of grant. All options granted from May 4, 2012 through November 6, 2013 vest annually over a four-year period. All existing option and restricted stock awards as of November 6, 2013, the date of expiration of the 2003 Option Plan, remain intact through their various expiration dates, but no further awards can be granted pursuant to the 2003 Option Plan.

On May 2, 2014, the Company obtained shareholder approval of the 2014 Option Plan, which was adopted by the Board of Directors on December 30, 2013. Under this plan, which replaced the expired 2003 Option Plan, 7,500,000 shares of common stock may be issued pursuant to options and other stock-based awards. The 7,500,000 shares set aside for issuance under the 2014 Option Plan is inclusive of the 6,816,500 shares authorized but unissued from the terminated 2003 Option Plan. Options granted under the 2014 Plan have exercise prices equivalent to the market value of our common stock on the date of grant. They vest over four years and expire five or seven years from the date of grant. As of May 1, 2016, 4,066,317 shares remain available for issuance under the 2014 Option Plan.

Historically, the Akorn, Inc. Employee Stock Purchase Plan (the “ESPP”) permitted eligible employees to acquire shares of our common stock through payroll deductions in whole percentages from 1% to 15% of eligible wages, at a 15% discount from the market price of our common stock, subject to an annual maximum purchase of $25,000 in market value of common stock. However, due to our restatement process, we were required to suspend purchases under and terminate our ESPP.

Summary Table

The following table sets forth certain information as of December 31, 2015, with respect to compensation plans under which shares of Akorn common stock were issuable as of that date. We do not have any equity compensation plans that have not been approved by our shareholders.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity Compensation plans approved by security holders:		5,014,379(1)		$21.49		4,066,317

(1)	This amount reflects 2,444,151 outstanding options and 252,764 unvested restricted stock unit awards under the 2003 Plan, and 2,317,464 options under the 2014 Plan.

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 ANNUAL REPORT

A COPY

IV.

Security Ownership of Certain Beneficial Owners and Management

As of April 29, 2016, the following persons were directors, nominees, Named Executive Officers or others with beneficial ownership of 5% or more of our common stock. The information set forth below has been determined in accordance with Rule 13d-3 under the Exchange Act based upon information furnished to us or to the SEC by the persons listed. Unless otherwise noted, the address of each of the following persons is 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045.

BENEFICIAL OWNERSHIP OF THE 2013 ANNUAL REPORT ACCOMPANIES THIS PROXY STATEMENT. WE WILL PROVIDE, WITHOUT CHARGE, A COPYHOLDERS OF 5% OR MORE OF OUR FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SEC, UPON REQUEST IN WRITING FROM ANY PERSON WHO WAS A HOLDER OF RECORD OR WHO REPRESENTS IN GOOD FAITH THAT SUCH PERSON WAS A BENEFICIAL OWNER OF COMMON STOCK, AS OF MARCH 7, 2014.  REQUESTS SHOULD BE MADE TO DIRECTORS, AND NAMED EXECUTIVE OFFICERS:

		Shares		Percent
		Beneficially		of
Beneficial Owner		Owned(1)		Class
Holders of 5% or more of our common stock (excluding Directors and Named Executive Officers):
BlackRock, Inc.		7,230,228(2)		6.1%
Directors:
John N. Kapoor, Ph.D.		31,457,558(3)		26.3%
Kenneth S. Abramowitz		72,068(4)		*
Adrienne L. Graves, Ph.D.		30,753(5)		*
Ronald M. Johnson		147,560(6)		*
Steven J. Meyer		109,309(7)		*
Terry Allison Rappuhn		20,500(8)		*
Brian Tambi		94,344(9)		*
Alan Weinstein		139,810(10)		*
Named Executive Officers:
Raj Rai		2,315,980(11)		1.9%
Duane A. Portwood		-0-		*
Joseph Bonaccorsi		576,102(12)		*
Bruce Kutinsky, Pharm. D.		512,580(13)		*
Steven Lichter		50,000(14)		*
Randall E. Pollard		12,500(15)		*
Jonathon Kafer		31,250(16)		*
Timothy A. Dick		350,556(17)		*
Directors and Executive Officers as a group (16 persons)		35,920,870		30.1%

(*)	indicates Beneficial Ownership of less than 1%.
(1)	Includes all shares beneficially owned, whether directly and indirectly, individually or together with associates, jointly or as community property with a spouse, as well as any shares as to which beneficial ownership may be acquired within 60 days of April 29, 2016 by the vesting of RSUs or the exercise of options, warrants or other convertible securities. Unless otherwise specified in the footnotes that follow, the indicated person or entity has sole voting power and sole investment power with respect to the shares.
(2)	The stock ownership of BlackRock, Inc. is as of December 31, 2015 as reflected in the Schedule 13G/A filed with the SEC on January 25, 2016. The address of BlackRock, Inc. is 40 East 52ndStreet, New York, New York 10022.
(3)	Includes (i) 4,907,524 shares of common stock owned by the Kapoor Trust, of which Dr. Kapoor is the sole trustee and beneficiary, (ii) 500,730 shares of common stock owned directly by Dr. Kapoor, and (iii) 10,753 shares of common stock issuable upon exercise of options. The total also includes (a) 15,050,000 shares of common stock owned by Akorn Holdings, L.P., a Delaware limited partnership, of which Dr. Kapoor is the indirect managing general partner, (b) 2,970,644 shares of common stock owned EJ Financial / Akorn Management L.P., of which Dr. Kapoor is the indirect managing general partner, (c) 3,590,445 shares of common stock owned by EJ Funds LP., of which Dr. Kapoor is the indirect managing general partner, and (d) 4,427,462 shares of common stock held through several trusts, the trustee of which is employed by a company controlled by Dr. Kapoor and the beneficiaries of which include Dr. Kapoor’s children and various other family members, all of which shares in (a) – (d) Dr. Kapoor disclaims beneficial ownership of to the extent of his actual pecuniary interest therein. Dr. Kapoor holds sole voting and dispositive power over 31,457,558 beneficially-owned shares and holds shared voting and dispositive power over 31,457,558 beneficially owned shares.
(4)	Beneficial ownership for Mr. Abramowitz includes 35,753 shares of common stock issuable upon exercise of options.
(5)	Beneficial ownership for Dr. Graves includes 30,753 shares of common stock issuable upon exercise of options.
(6)	Beneficial ownership for Mr. Johnson includes 60,753 shares of common stock issuable upon exercise of options.
(7)	Beneficial ownership for Mr. Meyer includes 35,753 shares of common stock issuable upon exercise of options.
(8)	Beneficial ownership for Ms. Rappuhn includes 20,000 shares of common stock issuable upon exercise of options.

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(9)	Beneficial ownership for Mr. Tambi includes 60,753 shares of common stock issuable upon exercise of options and excludes 6,026 RSUs scheduled to vest in three equal installments on September 5, 2016, September 5, 2017 and September 5, 2018.
(10)	Beneficial ownership for Mr. Weinstein includes (i) 60,753 shares of common stock issuable upon exercise of options.
(11)	Beneficial ownership for Mr. Rai includes 2 million shares owned by the Rajat Rai 2016 GRAT. The total also includes 154,745 shares of common stock issuable upon the exercise of options and excludes; (i) 13,136 RSUs scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018, (ii) 73,945 RSUs scheduled to vest in three equal installments on September 5, 2016, September 5, 2017 and September 5, 2018, (iii) 16,300 shares of common stock issuable upon the exercise of stock options scheduled to vest on May 3, 2017 and (iv) 105,485 shares of common stock issuable upon the exercise of stock options scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018.
(12)	Beneficial ownership for Mr. Bonaccorsi includes 205,240 shares of common stock issuable upon the exercise of options and excludes (i) 2,627 RSUs scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018, (ii) 74,370 RSUs scheduled to vest in three equal installments on September 5, 2016, September 5, 2017 and September 5, 2018, (iii) 3,025 shares of common stock issuable upon the exercise of stock options scheduled to vest on May 3, 2017 and (iv) 21,165 shares of common stock issuable upon the exercise of stock options scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018.
(13)	Beneficial ownership for Dr. Kutinsky includes 495,885 shares of common stock issuable upon the exercise of stock options and excludes (i) 3,722 RSUs scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018, (ii) 5,300 shares of common stock issuable upon the exercise of stock options scheduled to vest on May 3, 2017 and (iv) 29,985 shares of common stock issuable upon the exercise of stock options scheduled to vest in two equal installments on May 2, 2017 and May 2, 2018.
(14)	Beneficial ownership for Mr. Lichter includes 50,000 shares of common stock issuable upon the exercise of stock options and excludes 150,000 shares of common stock issuable upon the exercise of stock options schedule to vest in three equal installments on February 23, 2017, February 23, 2018 and February 23, 2019.
(15)	Beneficial ownership for Mr. Pollard includes 12,500 shares of common stock issuable upon the exercise of stock options and excludes (i) 37,500 shares of common stock issuable upon the exercise of stock options schedule to vest in three equal installments on May 1, 2017, May 1, 2018 and May 1, 2019 and (ii) 10,000 shares of common stock issuable upon the exercise of stock options scheduled to vest in four equal installments on October 30, 2016, October 30, 2017, October 30, 2018 and October 30, 2019.
(16)	Beneficial ownership for Mr. Kafer includes 31,250 shares of common stock issuable upon the exercise of stock options and excludes 93,750 shares of common stock issuable upon the exercise of stock options schedule to vest in three equal installments on May 1, 2017, May 1, 2018 and May 1, 2019.
(17)	Beneficial ownership for Mr. Dick includes (i) 146,443 shares of common stock issuable upon the exercise of stock options and (ii) 45,789 RSUs.

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V.	Questions and Answers

Why have I received these materials? What is included in the proxy materials?

This proxy statement was provided to you because our Board is soliciting your proxy to vote at the annual meeting of shareholders to be held on July 1, 2016. The proxy materials for our 2016 annual meeting of shareholders include the Notice of Annual Meeting, this proxy statement and our Form 10-K filed for fiscal year 2015. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting instruction form.

Who may attend the 2016 Annual Meeting? Are there procedures for attending?

Only shareholders as of May 11, 2016 or their legal proxy holders may attend the 2016 annual meeting. Due to space constraints and other security considerations, we will not be able to accommodate the guests of either shareholders or their legal proxy holders.

To be admitted to the 2016 annual meeting, you must present valid proof of ownership of the Company’s common stock as of May 11, 2016 or a valid legal proxy. All attendees must also provide a form of government-issued photo identification. If you arrive at the 2016 annual meeting without the required items, we will admit you only if we are able to verify that you are a shareholder of the Company as of May 11, 2016.

Shareholders of record may gain admittance to the 2016 annual meeting by providing proof of ownership of the Company’s common stock as of May 11, 2016. If your shares are held in the name of a bank, broker, trustee or other nominee and you plan to attend the 2016 annual meeting, you will need to bring proof of ownership as of May 11, 2016, such as a recent bank or brokerage account statement, and if you wish to vote in person, you must obtain a legal proxy issued in your name from your broker or other nominee. If you are not a shareholder but attending as proxy for a shareholder, you may attend the 2016 annual meeting by presenting a valid legal proxy. Shareholders may appoint only one proxy holder to attend on their behalf.

If you are representing an entity that is a shareholder, you must provide evidence of your authority to represent that entity at the 2016 annual meeting. Shareholders holding shares in a joint account will be admitted to the 2016 annual meeting if they provide proof of joint ownership.

Who is entitled to vote at the 2016 Annual Meeting?

Shareholders of record as of the close of business on May 11, 2016 will be entitled to vote at the annual meeting. On May 11, 2016, there were 119,427,471 shares of common stock outstanding and entitled to vote.

If on May 11, 2016 you were a “record” shareholder of common stock (that is, if you held common stock in your own name in the stock records maintained by our transfer agent, Computershare), ATTENTION: INVESTOR RELATIONS,you may vote in person at the annual meeting or by proxy. Whether or not you intend to attend the annual meeting, we encourage you to vote now, online, by phone, or proxy card to ensure that your vote is counted.

If on May 11, 2016, you were the beneficial owner of shares of common stock held in “street name” (that is, a shareholder who held common stock through a broker or other nominee) then these materials are being forwarded to you by the broker or other nominee. You may direct your broker or other nominee how to vote your shares of common stock. However, you will have to obtain a proxy form from the institution that holds your shares and follow the voting instructions on the form. If you wish to attend the annual meeting and vote in person, you may attend the meeting but may not be able to vote in person unless you first obtain a legal proxy issued in your name from your broker or other nominee.

A list of shareholders entitled to vote at the meeting will be open to the examination of any shareholder, for any purpose germane to the meeting, on and during ordinary business hours for 10 days prior to the date of the meeting at our principal offices located at 1925 WEST FIELD COURT, SUITEWest Field Court, Suite 300, LAKE FOREST, ILLINOISLake Forest, Illinois 60045.

What am I voting on?

There are three matters scheduled for a vote:

•	Election of eight directors;
•	Ratification of the appointment by our Audit Committee of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
•	Approval by non-binding advisory vote of the Company’s executive compensation program.

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How do I cast my vote?

You may either vote “FOR ALL” or “WITHHOLD ALL” or “FOR ALL EXCEPT” for any or all of the Company’s nominees for Director. There is no cumulative voting with respect to the election of directors. You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting to ratify the Company’s appointment of BDO USA, LLP as its independent registered public accounting firm and on the voting to approve by non-binding advisory vote the Company’s executive compensation program.

If you are a shareholder of record, vote over the Internet at www.proxyvote.com or vote by telephone at 1 (800) 690-6903. You may also vote by proxy card, voter instruction form or in person at the annual meeting.

Whether or not you plan to attend the annual meeting, we urge you to vote now to ensure your vote is counted. You may still attend the annual meeting and vote in person if you have already voted by proxy.

If you hold your shares in street name, the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Akorn. In order to vote, complete and mail the proxy card received from your broker or bank to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or such other applicable agent. To vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or such other agent to request a proxy form.

Each share of common stock is entitled to one vote with respect to each matter to be voted on at the annual meeting.

What constitutes a quorum for purposes of the annual meeting?

A quorum of shareholders is necessary to hold a valid meeting. The presence at the annual meeting in person or by proxy of the holders of a majority of the voting power of all outstanding shares of common stock entitled to vote, or 59,713,736 votes, shall constitute a quorum for the transaction of business at the meeting. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting to another date.

How does the Board recommend that I vote my shares?

The Board’s recommendation is set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:

•	FOR ALL for the election of the eight nominees for director (Proposal 1).
•	FOR the ratification of the appointment by our Audit Committee of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 2).
•	FOR the approval, by non-binding advisory vote, of the Company’s executive compensation program (Proposal 3).

With respect to any other matter that properly comes before the annual meeting, the proxies will vote as recommended by the Board or, if no recommendation is given, in their own discretion. As of the date of this proxy statement, the Board had no knowledge of any business other than that described herein that would be presented for consideration at the 2016 annual meeting.

What if I return a proxy card but do not make specific choices?

If you are the shareholder of record and return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR ALL” for the election of all eight nominees for director, “FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 and “FOR” the approval by non-binding advisory vote of our executive compensation program. If any other matter is properly presented at the annual meeting, your proxy (the individual named on your proxy card) will vote your shares using his or her best judgment.

If you hold your shares in street name, and do not provide your nominee instruction with respect to any voting selections, your shares cannot be voted by your nominee for the election of any of the eight nominees for director or the approval by non-binding advisory vote of our executive compensation program. In such case, your vote will be considered a “broker non-vote.” However, your shares may be voted by your nominee for the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

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How many votes are needed to approve each proposal?

Proposal 1. The election of directors will be determined by a plurality of the votes cast at the annual meeting by shares represented in person or by proxy and entitled to vote for the election of directors. A plurality means the highest number of “FOR” votes. Therefore, the eight nominees receiving the most proper “FOR” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome.

Proposal 2. The ratification of the appointment by our Audit Committee of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 requires a “FOR” vote from a majority of the votes cast. Abstention and broker non-votes will have no effect on the outcome.

Proposal 3. The approval by advisory vote of the Company’s executive compensation program is non-binding to the Company. Abstentions and broker non-votes will have no effect on the outcome. Since this vote is non-binding, the Company maintains the right to adopt or maintain an executive compensation plan that has not been ratified by affirmative vote of its shareholders. However, our Board of Directors (including our Compensation Committee) will take into account the outcome of the vote when considering future decisions affecting executive compensation as it deems appropriate.

Can I revoke or change my vote after I return my proxy card?

Yes.For shareholders of record, any time after you have submitted a proxy card and before the proxy card is exercised, you may revoke or change your vote in one of three ways:

•	You may submit a written notice of revocation to Akorn’s Corporate Secretary at 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045.
•	You may submit a proxy bearing a later date.
•	You may attend the annual meeting and vote in person. Attendance at the meeting will not, by itself, revoke a proxy.

If you hold your shares in street name,you will need to revoke or resubmit your proxy through your nominee and in accordance with its procedures. In order to attend the annual meeting and vote in person, you will need to obtain a proxy from your nominee, the shareholder of record.

Who will bear the expense of soliciting proxies in connection with this proxy statement?

Akorn will bear the cost of soliciting proxies in the form enclosed. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile, online posting or electronic transmission by our employees. Our employees will not receive any additional compensation for participating in proxy solicitation. We may reimburse brokers holding common stock in their names or in the names of their nominees for their expenses in sending proxy materials to the beneficial owners of such common stock.

What does it mean if I receive more than one proxy?

If you receive more than one proxy, it means you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare – Essential Registry Team, located at 350 Indiana Street, Suite 750, Golden, Colorado 80401 and may be reached at (303) 262-0678.

What is householding of proxy materials?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

Brokers with account holders who are Akorn shareholders may be “householding” our proxy materials. A single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker and direct your written request to Akorn, Inc., Attention: Investor Relations, 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045, or call (847) 279-6156. Shareholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker.

AKORN, INC.- 2016 Proxy Statement     48

Back to Contents

OTHER MATTERS

As

How can I get a copy of the 2015 annual report or other proxy materials?

The Notice of Annual Meeting, proxy statement and our Form 10-K for 2015 are available at proxyvote.com and at the Company’s website akorn.com.

We will provide, without charge, a copy of our Form 10-K, including financial statements and financial statement schedules, as filed with the SEC, upon request in writing from any person who was a holder of record or who represents in good faith that such person was a beneficial owner of common stock as of May 11, 2016. Requests should be made to Akorn, Inc., Attention: Investor Relations, 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045.

What are the deadlines for submitting shareholder proposals for the 2017 annual meeting?

Any proposal that a shareholder of our common stock wishes to submit for inclusion in the Akorn Proxy Statement for the 2017 annual meeting (“2017 Proxy Statement”) pursuant to Rule 14a-8 must be received by Akorn’s Corporate Secretary at 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045 not later than November 24, 2016, or if such year’s annual meeting does not take place within 30 days from May 5, 2017, then the deadline is a reasonable time before Akorn begins to print and send its proxy materials. Such proposals must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. In addition, notice of any proposal that a holder of our common stock wishes to propose for consideration at the 2017 annual meeting, but does not seek to include in the 2017 Proxy Statement pursuant to Rule 14a-8, must be delivered to the Company no later than November 24, 2016 if the proposing shareholder of our common stock wish for Akorn to describe the nature of the date of this proxy statement, management is unaware of any matter for action by shareholders at the meeting other than those describedproposal in the accompanying notice.  The enclosed proxy, however, will confer discretionary authorityits 2017 Proxy Statement. Any shareholder proposals or notices submitted to Akorn in connection with respect to any other matter that may properly come before theour 2017 annual meeting should be addressed to: Akorn’s Corporate Secretary at 1925 West Field Court, Suite 300, Lake Forest, Illinois 60045. Any notice of a shareholder proposal submitted after November 24, 2016, or any adjournment thereof.  It is the intention of the persons named in the enclosedif such year’s annual meeting does not take place within 30 days from May 5, 2017, a reasonable time before Akorn begins to print and send its proxy to vote in accordance with their best judgment on any such matter.

materials, will be considered untimely.

By Order of the Board of Directors

/s/ S/Joseph Bonaccorsi

Joseph Bonaccorsi

Secretary

Lake Forest, Illinois

April 4, 2014

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APPENDIX A

May 20, 2016

AKORN, INC. 2014 STOCK OPTION PLAN

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TABLE OF CONTENTS

			Page
ARTICLE 1 PURPOSE OF THE PLAN			1
ARTICLE 2 DEFINITIONS			1
	2.1	"Administrator"	1
	2.2	"Affiliate"	1
	2.3	"Applicable Laws"	1
	2.4	"Award"	1
	2.5	"Award Agreement"	1
	2.6	"Awarded Stock"	1
	2.7	"Beneficially Owned" and "Beneficial Ownership"	1
	2.8	"Board"	1
	2.9	"Change in Control"	1
	2.10	"Code"	2
	2.11	"Committee"	2
	2.12	"Common Stock"	2
	2.13	"Consultant"	2
	2.14	"Corporation"	2
	2.15	"Director"	2
	2.16	"Disability"	2
	2.17	"Effective Date"	3
	2.18	"Employee"	3
	2.19	"Exchange Act"	3
	2.20	"Exchange Program"	3
	2.21	"Fair Market Value"	3
	2.22	"Fiscal Year"	3
	2.23	"Incentive Stock Option"	3
	2.24	"Non-Qualified Stock Option"	3
	2.25	"Officer"	3
	2.26	"Option"	3
	2.27	"Other Stock Based Awards"	4
	2.28	"Outside Director"	4
	2.29	"Participant"	4
	2.30	"Performance Share"	4
	2.31	"Performance Unit"	4
	2.32	"Period of Restriction"	4
	2.33	"Plan"	4
	2.34	"Restricted Stock"	4
	2.35	"Rule 16b-3"	4
	2.36	"Section 16(b)"	4
	2.37	"Service Provider"	4
	2.38	"Share"	4
	2.39	"Stock Appreciation Right" or "SAR"	4
	2.40	"Unrestricted Stock"	4

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ARTICLE 3 PLAN ADMINISTRATION			5
	3.1	Procedure	5
	3.2	Powers of the Administrator	5
	3.3	Effect of Administrator's Decision	7
ARTICLE 4 STOCK SUBJECT TO THE PLAN			7
	4.1	Stock Subject to the Plan	7
	4.2	Lapsed Awards	7
	4.3	Adjustments for Changes in Capitalization and Similar Events	7
ARTICLE 5 PARTICIPATION			8
	5.1	Eligibility	8
	5.2	Termination of Participation	8
ARTICLE 6 STOCK OPTIONS			8
	6.1	Option Grant	8
	6.2	Exercise Price	9
	6.3	Waiting Period and Exercise Dates	9
	6.4	Exercise of Option	9
	6.5	Form of Consideration	11
ARTICLE 7 RESTRICTED STOCK			11
	7.1	Grant of Restricted Stock	11
	7.2	Restricted Stock Agreement	11
	7.3	Transferability	12
	7.4	Removal of Restrictions	12
	7.5	Voting Rights	12
	7.6	Dividends and Other Distributions	12
	7.7	Return of Restricted Stock to Corporation	12
ARTICLE 8 UNRESTRICTED STOCK			12
ARTICLE 9 STOCK APPRECIATION RIGHTS			12
	9.1	Grant of SARs	12
	9.2	Number of Shares	12
	9.3	Exercise Price and Other Terms	12
	9.4	SAR Agreement	12
	9.5	Expiration of SARs	13
	9.6	Payment of SAR Amount	13
	9.7	Buyout Provisions	13

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ARTICLE 10 PERFORMANCE UNITS AND PERFORMANCE SHARES			13
	10.1	Grant of Performance Units/Shares	13
	10.2	Value of Performance Units/Shares	13
	10.3	Performance Objectives and Other Terms	13
	10.4	Performance Measures	13
	10.5	Earning of Performance Units/Shares	14
	10.6	Form and Timing for Payment of Performance Units/Shares	14
	10.7	Cancellation of Performance Units/Shares	14
ARTICLE 11 OTHER STOCK BASED AWARDS			14
ARTICLE 12 DISSOLUTION OR LIQUIDATION; OR CHANGE IN CONTROL			14
	12.1	Dissolution or Liquidation	14
	12.2	Change in Control	14
ARTICLE 13 MISCELLANEOUS PROVISIONS			15
	13.1	No Uniform Rights to Awards	15
	13.2	Share Certificates	15
	13.3	No Rights as a Service Provider	15
	13.4	No Rights as Shareholder	15
	13.5	No Trust or Fund Created	15
	13.6	No Fractional Shares	15
	13.7	Requirement of Consent and Notification of Election Under Code § 83(b) or Similar Provision	16
	13.8	Requirement of Notification Upon Disqualifying Disposition Under Code § 421(b)	16
	13.9	Leaves of Absence	16
	13.10	Notices	16
	13.11	Non-Transferability of Awards	16
	13.12	Date of Grant	16
	13.13	Amendment and Termination of Plan	16
	13.14	Conditions Upon Issuance of Shares	17
	13.15	Severability	17
	13.16	Inability to Obtain Authority	17
	13.17	Shareholder Approval	17
	13.18	Governing Law	17
	13.19	Section 409A.  It is the intention of the Corporation that no Award shall be “deferred compensation” subject to Code § 409A, unless and to the extent that the Administrator specifically determines otherwise, and this Plan and the terms and conditions of all Awards shall be interpreted accordingly.  The terms and conditions governing any Awards that the Administrator determines will be subject to Code § 409A, including, without limitation, any rules for elective or mandatory deferral of the delivery of cash or shares of Common Stock pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and rules established by the Administrator, and shall comply in all respects with Code § 409A.  The following rules will apply to Awards intended to be subject to Code § 409A (“409A Awards”):	17

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	(a)	If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times in compliance with Code § 409A, including, without limitation, applicable transition rules thereunder.	18
	(b)	The Corporation shall have no authority to accelerate distributions relating to Code § 409A Awards in excess of the authority permitted under Code § 409A.	18
	(c)	Any distribution of a Code § 409A Award following a separation from service that would be subject to Code § 409A(a)(2)(A)(i) as a distribution following a separation from service of a “specified employee” as defined under Code § 409A(a)(2)(B)(i), shall occur no earlier than the expiration of the six-month period following such Separation.	18
	(d)	In the case of any distribution of a Code § 409A Award, if the timing of such distribution is not otherwise specified in this Plan or an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement of the Code § 409A Award is specified to occur.	18
	(e)	In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in this Plan or an Award agreement or other governing document, the distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture lapsed.	18

- 2016 Proxy Statement     49

This Plan is hereby adopted on this _____ day of __________________, 2014.

	AKORN, INC.
	By: ___________________________
	Title:__________________________ Back to Contents

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AKORN, INC. 2014 STOCK OPTION PLAN

ARTICLE 1

PURPOSE OF THE PLAN

The purpose of this Akorn, Inc. 2014 Stock Option Plan is to promote the interests of Akorn, Inc. and its shareholders by: (i) attracting and retaining exceptional Directors, Employees and Consultants (including prospective Directors, Employees and Consultants) of the Corporation, and (ii) enabling such individuals to participate in the long-term growth and financial success of the Corporation.

Accordingly, the Plan provides for the granting of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Stock Appreciation Rights, Performance Unit Awards, Performance Share Awards, and Other Stock Based Awards.

ARTICLE 2

DEFINITIONS

2.1"Administrator" means the Board, the Committee, or any Officer or Employee of the Corporation to whom the Board or the Committee has delegated authority to administer the Plan.

2.2"Affiliate" means a "parent" or "subsidiary" corporation as defined in Code §§ 424(e) and (f), or that the Board has designated as participating in the Plan.

2.3"Applicable Laws" means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. federal and state laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

2.4"Award" means, individually or collectively, a grant under the Plan of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Stock Appreciation Rights, Performance Unit Awards, Performance Share Awards or Other Stock Based Awards.

2.5"Award Agreement" means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan.  The Award Agreement is subject to the terms and conditions of the Plan.

2.6"Awarded Stock" means the Common Stock subject to an Award.

2.7"Beneficially Owned" and "Beneficial Ownership" means as set forth in Rule 13d-3 of the Exchange Act, provided that the exercise of voting rights by a nominee or proxy holder of the Board in connection with a meeting or proposed action by shareholders of the Corporation shall not be deemed to constitute such ownership and any ownership or voting power of the trustee under an employee benefit plan of the Corporation shall not be deemed to constitute such ownership.

2.8"Board" means the Board of Directors of the Corporation.

2.9"Change in Control" means, unless otherwise defined under Code § 409A and reflected in the Award Agreement, the occurrence of any of the following events:

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(a)the consummation of a merger or consolidation of the Corporation with any other entity which thereby becomes the beneficial owner of more than 50% of the outstanding "Voting Securities" (defined as securities the holders of which are entitled to vote for the election of Directors) of the surviving entity;

(b)Directors who were members of the Board immediately prior to a meeting of the shareholders of the Corporation which meeting involves a contest for the election of at least one directorship, do not constitute at least a majority of the Directors following such meeting or election;

(c)an acquisition, directly or indirectly, of more than 50% of the outstanding shares of any class of "Voting Securities" of the Corporation by any "Person;"

(d)the shareholders of the Corporation approve a sale of all or substantially all of the assets of the Corporation or the liquidation of the Corporation; OR

(e)there is a change, during any period of two consecutive years or less of a majority of the Board as constituted as of the beginning of such period, unless the election of each Director who is not a Director at the beginning of such period was approved by a vote of at least two-thirds of the Directors then in office who were Directors at the beginning of the period.

Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred in the event the Corporation forms a holding company as a result of which the holders of the Corporation's "Voting Securities" immediately prior to the transaction, hold, in approximately the same relative proportions as they held prior to the transaction, substantially all of the "Voting Securities" of a holding company owning all of the Corporation's "Voting Securities" after the completion of the transaction.

2.10"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.  Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

2.11"Committee"  means a committee of Directors or other individuals satisfying Applicable Laws and appointed by the Board in accordance with Article 3 of the Plan. If the Committee is comprised of two Directors, both Directors shall be "non-employee directors" as that term is defined in Rule 16b-3.

2.12"Common Stock" means the Common Stock of the Corporation, or in the case of Awards not based on Shares, the cash equivalent thereof.

2.13"Consultant" means any person, including an advisor, engaged by the Corporation or an Affiliate to render services to such entity.

2.14"Corporation" means Akorn, Inc., a Louisiana corporation.

2.15"Director" means a member of the Board.

2.16"Disability" means, unless otherwise defined under Code § 409A and reflected in the Award Agreement, total and permanent disability as defined in Code § 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

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2.17"Effective Date" means December30, 2013.

2.18"Employee" means any person, including Officers and Directors, employed by the Corporation or an Affiliate.  Neither service as a Director nor payment of a director's fee by the Corporation will be sufficient to constitute "employment" by the Corporation.

2.19"Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.20"Exchange Program" means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise prices and different terms), Awards of a different type, and/or cash; or (ii) the exercise price of an outstanding Award is reduced.  The terms and conditions of any Exchange Program will be determined by the Administrator.

2.21"Fair Market Value" means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:

(a)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the American Stock Exchange, the NASDAQ National Market or the NASDAQ SmallCap Market of the NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.

Notwithstanding the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

2.22"Fiscal Year" means the fiscal year of the Corporation.

2.23"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Code § 422 and the Treasury regulations promulgated thereunder.

2.24"Non-Qualified Stock Option" means an Option that by its terms does not qualify, or is not intended to qualify, as an Incentive Stock Option.

2.25"Officer" means a person who is an officer of the Corporation within the meaning of § 16 of the Exchange Act and the rules and regulations promulgated thereunder.

2.26"Option" means an Incentive Stock Option or a Non-Qualified Stock Option or both, as the context requires.

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2.27"Other Stock Based Awards" means any other awards not specifically described in the Plan that are valued in whole or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Article 12.

2.28"Outside Director" means a Director who either: (i) is not a current Employee of the Corporation or an "affiliated corporation" (within the meaning of the Treasury regulations promulgated under Code § 162(m)), is not a former employee of the Corporation or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified retirement plan), was not an officer of the Corporation or an "affiliated corporation" at any time, and is not currently receiving direct or indirect remuneration (within the meaning of the Treasury regulations promulgated under Code § 162(m)) from the Corporation or an "affiliated corporation" for services in any capacity other than as a Director; or (ii) is otherwise considered an "outside director" for purposes of Code § 162(m).

2.29"Participant" means the holder of an outstanding Award granted under the Plan.

2.30"Performance Share" means, pursuant to Article 10, an Award granted to a Service Provider under which, upon the satisfaction of predetermined individual or Corporation performance goals and/or objectives, shares of Common Stock are paid to the Participant.

2.31"Performance Unit" means, pursuant to Article 10, an Award granted to a Service Provider under which, upon the satisfaction of predetermined individual or Corporation performance goals and/or objectives, a cash payment shall be paid to the Participant based on the number of "units" awarded to the Participant.  For this purpose, the term "unit" means bookkeeping units, each of which represents such monetary amount as shall be designated by the Administrator in each Award Agreement.

2.32"Period of Restriction" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions.  Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

2.33"Plan" means the Akorn, Inc. 2014 Stock Option Plan, as amended from time to time.

2.34"Restricted Stock" means shares of Common Stock issued pursuant to a Restricted Stock Award under the Plan or issued pursuant to the early exercise of an Option.

2.35"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

2.36"Section 16(b)" means Section 16(b) of the Exchange Act.

2.37"Service Provider" means an Employee, Director or Consultant.

2.38"Share" means a share of the Common Stock, as adjusted in accordance with Section 4.3 and Article 13 of the Plan.

2.39"Stock Appreciation Right" or "SAR" means an Award that is designated as a SAR, and represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the exercise price per Share of the SAR, subject to the terms of the applicable Award Agreement.

2.40"Unrestricted Stock" means as defined in Article 8 of the Plan.

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ARTICLE 3

PLAN ADMINISTRATION

3.1Procedure.

(a)Board's Delegation.  The Board may delegate administration of the Plan to a Committee or multiple Committees.  If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of this Plan, as may be adopted from time to time by the Board.  The Board may abolish the Committee at any time and vest in the Board the administration of the Plan.  Different Committees with respect to different groups of Service Providers may administer the Plan.

(b)Code § 162(m).  To the extent that the Administrator determines it to be desirable and necessary to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Code § 162(m), the Plan will be administered by a Committee of two or more Outside Directors.

(c)Rule 16b-3.  To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(d)Other Administration.  Other than as provided above, the Plan will be administered by: (i) the Board, or (ii) a Committee, which committee will be constituted to satisfy Applicable Laws.

(e)Delegation of Authority for Day-to-Day Administration.  Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan.  Such delegation may be revoked at any time.

3.2Powers of the Administrator.  Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(a)To determine the Fair Market Value;

(b)To select the Service Providers to whom Awards may be granted hereunder;

(c)To determine the number of Shares to be covered by each Award granted hereunder;

(d)To approve forms of agreement for use under the Plan;

(e)To determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine in its sole discretion;

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(f)Subject to shareholder approval, to reduce the exercise price of any Award to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted;

(g)Subject to shareholder approval, to institute an Exchange Program;

(h)To construe and interpret the terms of the Plan and Awards granted pursuant to the Plan, and to establish, amend and revoke rules and regulations for its administration;

(i)To prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws;

(j)To modify or amend each Award (subject to Section 14.13(c) of the Plan), including the discretionary authority to extend the post-termination exercise period of Awards longer than is otherwise provided for in the Plan ;

(k)To allow Participants to satisfy withholding tax obligations by electing to have the Corporation withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld.  The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined.  All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(l)To authorize any person to execute on behalf of the Corporation any instrument required to affect the grant of an Award previously granted by the Administrator;

(m)To allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award;

(n)To determine whether Awards will be settled in Shares, cash or in any combination thereof;

(o)To create Other Stock Based Awards for issuance under the Plan;

(p)To establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan;

(q)To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any re-sales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (i) restrictions under an insider trading policy, and (ii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers; and (ii) restrictions as to the use of a specified brokerage firm for such re-sales or other transfers ; and

(r)To make all other determinations deemed necessary or advisable for administering the Plan.

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3.3Effect of Administrator's Decision.  The Administrator’s decision shall be binding on Participants and any other holders of Awards.

ARTICLE 4

STOCK SUBJECT TO THE PLAN

4.1Stock Subject to the Plan.  Subject to the provisions of this Article 4 and Article 13 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 7,500,000, of which the maximum number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be 1,500,000.  The Shares may be authorized and unissued, or reacquired Common Stock. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is paid in cash.  Upon payment in Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment.  If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if Shares are tendered or withheld to satisfy any Corporation withholding tax obligations, the number of Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan.

4.2Lapsed Awards.  If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Corporation, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.

4.3Adjustments for Changes in Capitalization and Similar Events.  In the event the Administrator determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Corporation, issuance of warrants or other rights to purchase Shares or other securities of the Corporation, or other similar corporate transaction or event affects the Shares resulting in an  adjustment, then the Administrator shall:

(a)in such manner as it may deem equitable or desirable, adjust any or all of (i) the number of Shares or other securities of the Corporation (or number and kind of other securities or property) with respect to which Awards may be granted, including (1) the aggregate number of Shares that may be delivered pursuant to Awards granted under the Plan, as provided in Section 4.1 of the Plan, and (2) the maximum number of Shares or other securities of the Corporation (or number and kind of other securities or property) with respect to which Awards may be granted to any Participant in any fiscal year of the Corporation, and (ii) the terms of any outstanding Award, including (1) the number of Shares or other securities of the Corporation (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate, and (2) the exercise price with respect to any Award; or

(b)if deemed appropriate or desirable, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, including, in the case of an outstanding Option or SAR, a cash payment to the holder of such Option or SAR in consideration for the cancellation of such Option or SAR in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Administrator) of the Shares subject to such Option or SAR over the aggregate exercise price of such Option or SAR (it being understood that, in such event, any Option or SAR having a per Share exercise price equal to, or in excess of, the Fair Market Value of a Share subject to such Option or SAR may be cancelled and terminated without any payment or consideration therefore).

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(c)Any such adjustments shall be made by the Administrator in its absolute discretion, and the decision of the Administrator shall be final, binding and conclusive

Any Shares issuable as a result of any such adjustment shall be rounded to the next lower whole Share; no fractional Shares shall be issued.  Any adjustment to the exercise price of an Award shall be rounded to the nearest penny.

4.4  Substitute Awards.  The Administrator in its sole discretion shall have the right to substitute or assume Awards in connection with a share combination, share exchange, merger, consolidation, reorganization, or like corporate transaction which affects the number or nature of the Shares ("Substitute Awards").  The number of Shares underlying any Substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding awards previously granted by an entity that is acquired by the Corporation or its Affiliate through a merger or acquisition shall not be counted against the aggregate number of Shares available for Awards under the Plan; provided further, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify for special tax treatment under Code §§ 421 and 422 that were previously granted by an entity that is acquired by the Corporation or an Affiliate through a merger or acquisition shall be counted against the aggregate number of Shares available for Incentive Stock Options under the Plan.

ARTICLE 5

PARTICIPATION

5.1Eligibility.  Any Director, Employee or Consultant (including any prospective Director, Employee or Consultant) of the Corporation and any Affiliate shall be eligible to be designated a Participant in the Plan for purposes of receiving Awards.  However, Incentive Stock Options may only be granted to Employees.

5.2Termination of Participation.  If a Participant is no longer a Service Provider due to a termination for "Cause," then all Awards granted to the Participant shall expire upon the earlier of: (i) the date of the occurrence giving rise to such termination, or (ii) the natural expiration of the Award according to its underlying terms.  Thereafter, the Participant shall have no rights with respect to any Awards under the Plan.

(a)Defining "Cause”.  For purposes of the Plan, "Cause" shall mean a Participant's personal dishonesty; misconduct; breach of fiduciary duty; incompetence; intentional failure to perform stated obligations; willful violation of any law, rule, regulation or final cease and desist order; or any material breach of any provision of this Plan, Award Agreement, or any employment agreement.

ARTICLE 6

STOCK OPTIONS

6.1Option Grant.  Subject to the provisions of the Plan, the Administrator shall have sole and plenary authority to determine the Service Providers to whom Options shall be granted, the number of Shares to be covered by each Option, whether for Employees the Option will be an Incentive Stock Option or a Non-Qualified Stock Option, and the conditions and limitations applicable to the vesting and exercise of the Option.   In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Code § 422 and any regulations related thereto, as may be amended from time to time. All Options granted under the Plan shall be Non-Qualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan, provided that such Option (or portion thereof) otherwise complies with the Plan's requirements relating to Non-Qualified Stock Options.

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(a)Term of Option.  The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option, the term will be 10 years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Corporation or any Affiliate, the term of the Incentive Stock Option will be five years from the date of grant or such shorter term as may be provided in the Award Agreement.

(b)$100,000 Limitation for Incentive Stock Options.  Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Non-Qualified Stock Option.  However, notwithstanding such designation, to the extent the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Corporation and any Affiliate) exceeds $100,000, such Options will be treated as Non-Qualified Stock Options.  For purposes of this Section 6.1(b), Incentive Stock Options will be taken into account in the order in which they were granted.  The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

6.2Exercise Price.  Except as otherwise established by the Administrator at the time an Option is granted and set forth in the applicable Award Agreement, the exercise price of each Share covered by an Option shall be not less than 100% of the Fair Market Value of such Share (determined as of the date the Option is granted); provided, however, that in the case of an Incentive Stock Option granted to an Employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Corporation and any Affiliate, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant.  Options are intended to qualify as "qualified performance-based compensation" under Code § 162(m).

Notwithstanding the foregoing, Options may be granted with an exercise price of less than 100% of the Fair Market Value per Share on the date of grant if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Code § 424(a) (involving a corporate reorganization).

6.3Waiting Period and Exercise Dates.  At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

6.4Exercise of Option.

(a)Procedure for Exercise; Rights as a Shareholder.  Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement.  An Option may not be exercised for a fraction of a Share.

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An Option will be deemed exercised when the Corporation receives: (i) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan.  Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation), no right to vote or receive dividends or any other rights as a shareholder will exist with respect to the Awarded Stock, notwithstanding the exercise of the Option. The Corporation will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Articles 4 and 13 of the Plan or the applicable Award Agreement.

Exercising an Option in any manner will decrease the number of Shares thereafter available for purchase under the Option, by the number of Shares as to which the Option is exercised.

(b)Termination of Relationship as Service Provider.  If a Participant ceases to be a Service Provider, other than upon the Participant's death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant's termination.

(c)Disability of Participant.  If a Participant ceases to be a Service Provider as a result of the Participant's Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 12 months following the Participant's termination.

(d)Death of Participant.  If a Participant dies while a Service Provider, the Option may be exercised following the Participant's death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant's death.

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(e)Buyout Provisions.  The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.

(f)Reversion to Plan.  Unless otherwise provided by the Administrator, if on the date of termination, Disability or death as provided in Sections 6.4(b), (c), and (d) of the Plan, Participant is not fully vested as to his or her Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan following the Participant's termination, Disability or death.  If the vested portion of the Option is not exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

6.5Form of Consideration.  The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. To the extent permitted by Applicable Laws, consideration may consist entirely of:

(a)cash;

(b)check;

(c)other Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences (as determined by the Administrator);

(d)consideration received by the Corporation under a cashless exercise program implemented by the Corporation in connection with the Plan;

(e)a reduction in the amount of any Corporation liability to the Participant, including any liability attributable to the Participant's participation in any Corporation-sponsored deferred compensation program or arrangement;

(f)any combination of the foregoing methods of payment; or

(g)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

ARTICLE 7

RESTRICTED STOCK

7.1Grant of Restricted Stock.  Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

7.2Restricted Stock Agreement.  Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator will determine in its sole discretion. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Corporation as escrow agent until the restrictions on such Shares have lapsed.

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7.3Transferability.  Except as provided in this Article 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

7.4Removal of Restrictions.  Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction.  The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

7.5Voting Rights.  During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder shall not have voting rights with respect to those Shares, unless the Administrator determines otherwise.

7.6Dividends and Other Distributions.  During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.  If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

7.7Return of Restricted Stock to Corporation.  On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Corporation and again will become available for grant under the Plan.

ARTICLE 8

UNRESTRICTED STOCK

Pursuant to the terms of the applicable Award Agreement, a Service Provider may be awarded (or sold at a discount) shares of Common Stock that are not subject to a Period of Restriction, in consideration for past services rendered thereby to the Corporation and any Affiliate or for other valid consideration.

ARTICLE 9

STOCK APPRECIATION RIGHTS

9.1Grant of SARs.  Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

9.2Number of Shares.  The Administrator will have sole discretion to determine the number of SARs granted to any Service Provider.

9.3Exercise Price and Other Terms.  The Administrator, subject to the provisions of the Plan, will have sole discretion to determine the terms and conditions of SARs granted under the Plan.  The foregoing notwithstanding, the Exercise Price at the date of grant shall not be less than the Fair Market Value of the SAR.

9.4SAR Agreement.  Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

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9.5Expiration of SARs.  A SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and as set forth in the Award Agreement.  Notwithstanding the foregoing, the rules of Sections 6.4(b), (c) and (d) will also apply to SARs.

9.6Payment of SAR Amount.  Upon exercise of a SAR, a Participant will be entitled to receive payment from the Corporation an amount determined by multiplying:  (i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) the number of Shares with respect to which the SAR is exercised.  At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, other securities, other Awards, other property or a combination of any of the foregoing.

9.7Buyout Provisions.  The Administrator may at any time offer to buy out for a payment in cash or Shares a SAR previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.

ARTICLE 10

PERFORMANCE UNITS AND PERFORMANCE SHARES

10.1Grant of Performance Units/Shares.  Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion.  The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.

10.2Value of Performance Units/Shares.  Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant.  Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

10.3Performance Objectives and Other Terms.  The Administrator will set performance objectives in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers.  The time period during which the performance objectives must be met will be called the "Performance Period."  Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the "Performance Period," and such other terms and conditions as the Administrator, in its sole discretion, will determine.  The Administrator may set performance objectives based upon the achievement of Corporation-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

10.4Performance Measures.  Performance Measures may be based on any one or more of the following: earnings (e.g., earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; or earnings per share); financial return ratios (e.g., return on investment; return on invested capital; return on equity; or return on assets); increase in revenue, operating or net cash flows; cash flow return on investment; total shareholder return; market share; net operating income, operating income or net income; debt load reduction; expense management; economic value added; Stock price; and strategic business objectives, consisting of one or more objectives based on meeting specific cost targets, business expansion goals and goals relating to acquisitions or divestitures. Performance Measures may be based on the performance of the Company as a whole or of any one or more business units of the Company and may be measured relative to a peer group or an index. Performance Measures may vary from Participant to Participant. Performance Periods may overlap and Participants may participate simultaneously with respect to Award for which the Committee has prescribed different Performance Periods.

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10.5Earning of Performance Units/Shares.  After the applicable "Performance Period" has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the "Performance Period," to be determined as a function of the extent to which the corresponding performance objectives have been achieved.  After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Performance Unit/Share.

10.6Form and Timing for Payment of Performance Units/Shares.  Payment of earned Performance Units/Shares will be made as soon after the expiration of the applicable Performance Period at the time determined by the Administrator.  The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

10.7Cancellation of Performance Units/Shares.  On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Corporation, and again will be available for grant under the Plan.

ARTICLE 11

OTHER STOCK BASED AWARDS

Other Stock Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers to whom and the time or times at which Other Stock Based Awards shall be made, the amount of such Other Stock Based Awards, and all other conditions of the Other Stock Based Awards including any dividend and/or voting rights.

ARTICLE 12

DISSOLUTION OR LIQUIDATION; OR CHANGE IN CONTROL

12.1Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Corporation, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award, to the extent applicable, until 10 days prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Corporation repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised or vested, an Award will terminate immediately prior to the consummation of such proposed action.

12.2Change in Control.  If a Change in Control occurs and a Participant’s Awards are not continued, converted, assumed, or replaced by (i) the Corporation or an Affiliate of the Corporation, or (ii) a successor entity in such manner that the value of the awards is not diminished upon effecting the change, such Awards shall become fully exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse immediately prior to such Change in Control. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a specific time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute discretion, shall determine, but in no case shorter than ten (10) trading days.

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ARTICLE 13

MISCELLANEOUS PROVISIONS

13.1No Uniform Rights to Awards.  The Corporation has no obligation to uniformly treat Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Administrator's determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

13.2Share Certificates.  All certificates for Shares or other securities of the Corporation or Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, the NYSE or any other stock exchange or quotation system upon which such Shares or other securities are then listed or reported and any applicable Federal or state laws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

13.3No Rights as a Service Provider.  Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing his or her relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Corporation or its Affiliate to terminate such relationship at any time, with or without cause.

13.4No Rights as Shareholder.  No Participant or holder or beneficiary of any Award shall have any rights as a shareholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. In connection with each grant of Restricted Stock, except as provided in the applicable Award Agreement, the Participant shall not be entitled to the rights of a shareholder in respect of such Restricted Shares.  Except as otherwise provided in Section 4.3 or the applicable Award Agreement, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares, other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior to the date such Shares are delivered.

13.5No Trust or Fund Created.  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or Affiliate, on one hand, and a Participant or any other person, on the other.  To the extent that any person acquires a right to receive payments from the Corporation or Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Corporation or Affiliate.

13.6No Fractional Shares.  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated.

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13.7Requirement of Consent and Notification of Election Under Code § 83(b) or Similar Provision.  No election under Code § 83(b) (to include in gross income in the year of transfer the amounts specified in Code § 83(b)) or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Administrator in writing prior to the making of such election. If an Award recipient, in connection with the acquisition of Shares under the Plan or otherwise, is expressly permitted under the terms of the applicable Award Agreement or by such Administrator action to make such an election and the Participant makes the election, the Participant shall notify the Administrator of such election within 10 days of filing notice of the election with the IRS or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code § 83(b) or other applicable provision.

13.8Requirement of Notification Upon Disqualifying Disposition Under Code § 421(b).  If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code § 421(b) (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Corporation of such disposition within 10 days of such disposition.

13.9Leaves of Absence.  Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence and will resume on the date the Participant returns to work on a regular schedule as determined by the Corporation; provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Corporation or (ii) transfers between locations of the Corporation or between the Corporation or its Affiliate. For purposes of Incentive Stock Options, no such leave may exceed 3 months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Corporation is not so guaranteed, then 6 months from the first day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Non-Qualified Stock Option.

13.10Notices.  Any written notice to the Corporation required by any provisions of the Plan shall be addressed to the Secretary of the Corporation and shall be effective when received.

13.11Non-Transferability of Awards.  Other than pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act) and unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

13.12Date of Grant.  The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator.  Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

13.13Amendment and Termination of Plan.

(a)Amendment and Termination.  The Board may at any time amend, alter, suspend or terminate the Plan.  Unless sooner terminated, this Plan shall terminate on [DATE], 2023, the date that is 10 years from the date the Plan was originally adopted by the Board or approved by the shareholders of the Corporation, whichever was earlier.

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(b)Shareholder Approval.  The Corporation will obtain shareholder approval of the Plan and of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c)Effect of Amendment or Termination.  Subject to Section 14.15 of the Plan, no amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed upon between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Corporation. Termination of the Plan will not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

13.14Conditions Upon Issuance of Shares.

(a)Legal Compliance.  Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Corporation with respect to such compliance.

(b)Investment Representations.  As a condition to the exercise or receipt of an Award, the Corporation may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Corporation, such a representation is required.

13.15Severability.  Notwithstanding any contrary provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof) of this Plan or the Awards shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby.

13.16Inability to Obtain Authority.  The inability of the Corporation to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Corporation of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

13.17Shareholder Approval.  The Plan shall be duly approved by the shareholders of the Corporation within 12 months after the date the Plan was adopted, or shall otherwise be rendered not effective.

13.18Governing Law.  The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Illinois, without giving effect to the conflict of laws provisions thereof.

13.19Section 409A.  It is the intention of the Corporation that no Award shall be “deferred compensation” subject to Code § 409A, unless and to the extent that the Administrator specifically determines otherwise, and this Plan and the terms and conditions of all Awards shall be interpreted accordingly.  The terms and conditions governing any Awards that the Administrator determines will be subject to Code § 409A, including, without limitation, any rules for elective or mandatory deferral of the delivery of cash or shares of Common Stock pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and rules established by the Administrator, and shall comply in all respects with Code § 409A.  The following rules will apply to Awards intended to be subject to Code § 409A (“409A Awards”):

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(a)If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times in compliance with Code § 409A, including, without limitation, applicable transition rules thereunder.

(b)The Corporation shall have no authority to accelerate distributions relating to Code § 409A Awards in excess of the authority permitted under Code § 409A.

(c)Any distribution of a Code § 409A Award following a separation from service that would be subject to Code § 409A(a)(2)(A)(i) as a distribution following a separation from service of a “specified employee” as defined under Code § 409A(a)(2)(B)(i), shall occur no earlier than the expiration of the six-month period following such Separation.

(d)In the case of any distribution of a Code § 409A Award, if the timing of such distribution is not otherwise specified in this Plan or an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement of the Code § 409A Award is specified to occur.

(e)In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in this Plan or an Award agreement or other governing document, the distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture lapsed.

This Plan is hereby adopted on this _____ day of __________________, 2014.

AKORN, INC.Back to Contents

	By: ___________________________
	Title:__________________________

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