SETTLEMENT
AGREEMENT
THIS
AGREEMENT is by and
between Protalex, Inc. (“Protalex” or
“Employer”) and Steven Kane
(“Kane”). Both parties desire to fully
resolve all issues arising out of Kane’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 . Effective April 15,
2009, Kane agrees that he has voluntarily resigned and
terminated his employment with Protalex. Notwithstanding the
foregoing, Kane shall continue to serve as the Chief
Executive Officer for Protalex at the pleasure of the Board of
Directors without any further compensation. Nothing herein shall
affect Mr. Kane’s position as a Director of the Company.
.
2.
Severance Payment. Commencing April 30,
2009, Protalex agrees to pay Kane thirty-six (36) equal
installments of severance pay totaling Six Hundred Thousand Dollars
($600,000) (“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 thirty-six (36) equal
installments of Sixteen Thousand Six Hundred Sixty-Six Dollars and
Sixty Six Cents ($16,666.66) together with a sum equal to the
existing premiums paid by the Company for
Kane’s health and dental coverage, less all
applicable payroll and other tax withholdings, and shall be paid in
the same manner that Kane received his regular salary in accordance
with the Company’s standard payroll practices.
3.
Consideration. Kane acknowledges that the
sums and/or benefits in this Agreement are good and valuable
consideration to which Kane would not otherwise be
entitled if he were to voluntarily terminate his employment with
the Company.]. Kane acknowledges that Kane 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.
4.
General Release. In consideration for the
benefits set forth in this Agreement, Kane 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 Kane may have
or claim to have against the Released Parties including, without
limitation, claims arising out of or in any way connected to
Kane’s employment or separation from employment with Protalex
or the other Released Parties. By this Agreement, Kane
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 Kane’s
employment or to affect the terms and conditions of Kane’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, including any
amendments thereto, between Protalex and Kane; 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. Kane 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. Kane hereby waives any claims for
attorney’s fees or costs.
5.
Exclusions. Kane is not waiving any
rights or claims which cannot legally be waived by this Agreement,
including without limitation, unemployment compensation claims,
workers’ compensation claims or the ability to file certain
administrative claims. Subject to the foregoing, this
Agreement sha
