CASH WAIVER & OPTION TERMINATION AGREEMENT
CASH
WAIVER & OPTION TERMINATION AGREEMENT
THIS AGREEMENT (this
“Agreement”) dated effective as of April 10, 2009 (the “Effective Date”), is
entered into between PROTALEX, INC., a Delaware corporation (the “Company”),
having a place of business at 000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxxxx
00000, and the Board Member of the Company whose signature appears
below.
RECITALS
A. The
Company has an agreement with its Chairman, Xxxx Xxxx, to pay $12,500 per month
as a director fee as well as agreements with Xxxxxxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxx, MD. Xxxxx X. Xxxxxxx, Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx to pay each of
them $1,667 per month on a quarterly basis payable in arrears as a director fee
(each fee a “Cash Director Fees”) (and Raab, Holstrom, Bauer,Tombros, Xxxxxxxxx
and Xxxxxxxx, each a “Director”) .
B. The
Company has issued to each Director for their services as Directors of this
Company stock options to purchase those number of shares of the Company’s Common
as set forth below (each “Stock Options”):
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Xxxxx,
Xxxxxx
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325,000 | |||
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Xxxxxxxxx,
Xxxxx
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290,000 | |||
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Xxxxxxxx,
Xxxxxxxx
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325,000 | |||
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Xxxx,
G Xxxx
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864,333 | |||
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Xxxxxxxx,
Xxxxxx
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490,000 | |||
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Xxxxxxx,
Xxxxx
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300,000 |
AGREEMENT
NOW,
THEREFORE, for good
and valuable consideration, including but not limited to each party’s execution
hereof, the receipt of which is hereby acknowledged, the parties hereto do
hereby agree as follows:
1. The
undersigned Director hereby waives any and all accrued but unpaid Cash Director
Fees commencing February 1, 2009, and agrees that as of the Effective Date all
such Cash Director Fees shall cease to accrue such that the Company as of the
Effective Date shall have no existing or future obligations to pay the
undersigned Director any Cash Director Fees.
2. The
undersigned hereby cancels and terminates its Stock Options.
3. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the conflicts of law principles thereof.
Venue for all purposes herein shall be in the state and federal courts within
the State of Delaware.
IN
WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date.
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PROTALEX,
INC., a Delaware corporation
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By:
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XXXX
XXXX, Chief Financial Officer
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DIRECTOR:
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(Print
Name)
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(Signature)
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