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PRTX.OB > SEC Filings for PRTX.OB > Form 8-K on 2-Jul-2009All Recent SEC Filings

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Form 8-K for PROTALEX INC


2-Jul-2009

Entry into a Material Definitive Agreement, Change in Directors or Principal Officer


Item 1.01 Entry into a Material Definitive Agreement

On June 30, 2009, Protalex, Inc. a Delaware corporation (the "Company") entered into an Independent Consulting Services Agreement with its Chief Financial Officer, Marc L. Rose. A description of the material terms of the Agreement are set forth in Item 5.02 of this Current Report on Form 8-K, which description is incorporated by reference in this Item 1.01.



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

The Company and our Chief Financial Officer, Mr. Rose, have entered into an Independent Consulting Services Agreement (the "Agreement"), effective as of June 30, 2009. Under the terms of the Agreement, Mr. Rose will provide services in the specific areas of accounting, finance and operations as may be assigned from time to time by the Company's Chief Executive Officer, Steven H. Kane, or in his absence, the Company's Chairman of the Board. The Agreement provides that Mr. Rose will be paid $5,000 per month in consulting fees, payable bi-monthly in arrears. In addition, for his previous uncompensated services to the Company since Mr. Rose's employment with the Company ceased on April 15, 2009, so long as the Agreement has not been terminated on, or before, August 31, 2009 by either party, the Company shall also pay Mr. Rose a lump sum of $10,000 on September 1, 2009. All such payments are in addition to the payments paid or payable to Mr. Rose pursuant to his April 15, 2009, Settlement Agreement with the Company previously disclosed in the Company's 10-Q for the quarterly period ended February 28, 2009. The term of the Agreement commenced on July 1, 2009 and will continue until the earlier of (i) December 31, 2009 or (ii) termination of this Agreement upon written notice by either party. The Company or Mr. Rose may terminate the Agreement at any time without penalty.

A copy of the Agreement is filed as Exhibit 10.20 hereto. The foregoing description of the Agreement is qualified in its entirety by the Agreement, which is incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits

(d)      Exhibit

Exhibit No.   Description
10.20         Independent Consulting Services Agreement by and between Protalex,
              Inc., a Delaware corporation and Marc Rose, dated as of June 30, 2009.



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