SETTLEMENT
AGREEMENT
THIS
AGREEMENT is by and
between Protalex, Inc. (“Protalex” or
“Employer” or the “Company”) and Marc L.
Rose (“Rose”). Both parties desire to fully
resolve all issues arising out of Rose’s employment and
separation of employment with Protalex, and intending to be legally
bound and in consideration of the mutual promises contained herein,
the parties agree as follows:
1.
Employment Status/Severance Payment. Effective April
15, 2009, Rose agrees that he has voluntarily resigned and
terminated his employment with Protalex. Notwithstanding the
foregoing, Rose shall continue to serve as the Chief Financial
Officer for Protalex at the pleasure of the Board of Directors
without any further compensation. Commencing April 30, 2009,
Protalex agrees to pay Rose twenty-four (24) equal
installments of severance pay totaling Two Hundred Thirty Thousand
Dollars ($230,000) (“Severance Payment”) in arrears,
less all applicable payroll and other tax withholdings, in
accordance with the Company’s standard payroll
practices. The Severance Payment will be made
in twenty-four (24) equal bi-weekly installments of Nine
Thousand Five Hundred Eighty-Three Dollars and Thirty Three Cents
($9,583.33) together with a sum equal to the existing premiums paid
by the Company for Rose’s health and dental
coverage, less all applicable payroll and other tax withholdings,
and shall be paid in the same manner that Rose received his regular
salary in accordance with the Company’s standard payroll
practices.
2.
Consideration. Rose acknowledges that the
sums and/or benefits in this Agreement are good and valuable
consideration to which Rose is not otherwise entitled if he were to
voluntarily terminate his employment with the
Company. Rose acknowledges that Rose is owed no
additional payments or benefits from Protalex, other than those
specifically identified in this agreement, whether such payments
are classified as salary, benefits, severance or some other type of
compensation.
3.
General Release. In consideration for the
benefits set forth in this Agreement, Rose releases and discharges
Protalex, Inc., and its parents, subsidiaries, successors,
operating units, assigns, affiliates, related corporations and
entities, and all of their employees, supervisors, officers,
directors, and agents, officials, insurers, attorneys and any
person or entity which can be held jointly and severably liable
with any of them, (collectively the “Released Parties”)
from any and all claims, liabilities, demands, and causes of
action, known or unknown, fixed or contingent, which Rose may have
or claim to have against the Released Parties including, without
limitation, claims arising out of or in any way connected to
Rose’s employment or separation from employment with Protalex
or the other Released Parties. By this Agreement, Rose
knowingly and voluntarily waives any and all claims under any and
all laws which provide legal restrictions on Protalex’s or
the other Released Parties’ right to terminate Rose’s
employment or to affect the terms and conditions of Rose’s
employment, including but not limited to claims under any federal,
state, or other governmental statute, regulation or ordinance,
including, without limitation: (1) Title VII of the Civil Rights
Act of 1964 and the Civil Rights Act of 1991; (2) the Americans
With Disabilities Act (“ADA”); (3) the Pennsylvania
Human Relations Act (“PHRA”); (4) the Age
Discrimination in Employment Act (“ADEA”); (5) the
Older Workers Benefit Protection Act (“OWBPA”); (6) the
Family and Medical Leave Act (“FMLA”); (7) Sections
1981 through 1988 of Title 42 of the United States Code; (8) the
Employee Retirement Income Security Act of 1974
(“ERISA”); (9) the Fair Labor Standards Act
(“FLSA”); (10) the employment agreement negotiated
between Rose and Protalex, including any amendments thereto; and
(11) all other federal, state or local laws of a similar nature to
any of the foregoing enumerated laws and any amendments to the
foregoing statutes. Rose also waives any common law
claims against the Released Parties, including but not limited to,
any claim for personal injury, wrongful or constructive discharge,
public policy, negligence, infliction of emotional distress,
whistleblower, retaliation, defamation, libel, slander, negligent
hiring or retention, or any form of tort, whether negligent,
reckless or intentional. Rose hereby waives any claims
for attorney’s fees or costs.
4.
Exclusions. Rose is not waiving any
rights or claims which cannot legally be waived by this Agreement,
including without limitation, unemployment compensation
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