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 claims,
workers’ compensation claims or the ability to file certain administrative
claims.  Subject to the foregoing, this Agreement shall operate as a
general release of any and all claims to the fullest extent of applicable
law.

     

    5.      Waiver of
Administrative Recoveries.  With the exception of unemployment
and workers’ compensation claims, Rose waives any right to any individual
monetary or economic recovery or equitable relief against the Released Parties
in any administrative proceeding or in any action, lawsuit, hearing or other
proceeding instituted by any federal, state or local agency, person or
entity.

     

    6.      Covenants
Regarding Work-Related Injuries. Rose covenants that he does not suffer
from or have knowledge of any work-related injury or illness suffered during or
exacerbated by any employment with Protalex or the other Released Parties and
that Rose has an earning capacity that is not limited by any work-related injury
or illness.


    
      
         


      

      
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    7.      Cooperation.   Rose
has agreed to cooperate with and assist Protalex until (x) he resigns as the
Company’s CFO or (y) he otherwise obtains full-time employment or (z) his
Severance Payments have been paid in full, whichever occurs first,  to
achieve and to participate in the following for Protalex: (1) assist with
Securities and Exchange Commission filings; (2) facilitate accounts payable; (3)
work with Protalex’s accountants on tax issues and (4) otherwise cooperate with
the reasonable requests of Protalex’s CEO to provide information and assistance
to Protalex related to the performance of Rose’s former duties.

     

    8.      Non-Compete/Non-Solicitation.  For
the two-year period from April 15, 2009, through April 15, 2011, Rose will not
directly or indirectly solicit, induce, persuade or entice, or attempt to do so
or otherwise cause or permit third parties or entities to do so on Rose’s
behalf, any employee or independent contractor of Protalex to terminate his or
her employment or contracting relationship with Protalex to become an employee
or independent contractor to or for any other person or entity.  In
addition to any damages or equitable relief which Protalex may seek from Rose,
Rose will forfeit any remaining severance payments due pursuant to Paragraph 1
of this Agreement if Rose enters into either direct or indirect competition with
Protalex during the period from April 15, 2009, to April 15,
2011.  Unless waived in writing by the Company’s Chairman or CEO,
competition shall mean involvement as an employee or consultant with any company
developing a class of biopharmaceutical drugs for treating autoimmune and
inflammatory diseases.

     

    9.      INTENTIONALLY
LEFT BLANK

     

    10.   Mutual
Covenant Not to Engage in Disparaging or Defamatory
Conduct.  Protalex and the released Parties and Rose mutually
covenant and agree not to disparage, defame or otherwise engage in conduct,
which, in any way, reflects adversely upon Rose, Protalex and/or the Released
Parties.

     

    11.   INTENTIONALLY
LEFT BLANK

     

    12.   Non-Admission
of Liability.  It is expressly
understood that by making this Agreement, Protalex and the other Released
Parties do not directly or indirectly or by implication admit any violation of
any law, statute, regulation, or ordinance, nor shall this Agreement or any of
its terms be admissible in any proceeding against the Released Parties other
than for breach of the terms of this Agreement.


    
      
         


      

      
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    13.   Governing
Law.  This Agreement shall be performed, interpreted and
enforced according to the laws of the Commonwealth of Pennsylvania without
regard to any choice of law provisions thereof.

     

    14.   Review
Period & Consultation with Legal Counsel Time.  Rose hereby
acknowledges that he has been given at least twenty-one (21) days within which
to consider this Settlement Agreement and Release and that Rose has been advised
through this document that Rose should consult with an attorney prior to
executing it.  By signing this Agreement prior to the expiration of
the twenty-one (21) day review period, Rose will waive the remaining portion of
time in the review period.

     

    15.   Revocation
Date and Effective Date.  Rose acknowledges that he may revoke
his consent to this Separation Agreement and General Release at any time prior
to the close of business on the Seventh (7th) day
following the day on which Rose executes this Agreement.  If the
Seventh (7th) day
falls on a Saturday, Sunday or Legal Holiday in Pennsylvania, then any
revocation need not be delivered until the next following day which is not a
Saturday, Sunday, or legal holiday (the "Revocation Date").  Any
revocation within this period must be submitted, in writing to Scott E.
Blissman, Esquire, c/o Reed Smith LLP, 2500 One Liberty Place, 1650 Market
Street, Philadelphia, PA 19103.  Any revocation must state that "I
hereby revoke my acceptance of our Separation Agreement and General
Release."  The revocation must be personally delivered to and timely
received by Mr. Blissman, prior to the close of
business on the Revocation Date.  Once the revocation is received,
Rose acknowledges that he will not receive any benefits under this Agreement,
including any payments due under Paragraph 1.  This Separation
Agreement and General Release shall not become effective or enforceable until
the day following the Revocation Date (hereinafter the "Effective
Date").

     

    16.   Entire
Agreement.  This Agreement sets forth the terms of the entire
agreement between the parties.  No oral statement of any person
whatsoever shall in any manner or degree modify or otherwise affect the terms
and provisions of this Agreement.  To the extent the terms of this
Agreement and any other agreement conflict, the terms of this Agreement shall
govern and supersede such other inconsistent terms.

     

    17.   Terms
Negotiated.  Rose agrees that this Agreement shall not be
construed as drafted solely by Protalex or the other Released
Parties.  Rather, this Agreement shall be construed as mutually agreed
upon terms which were the product of good faith and arms length negotiations
between equal parties.  Rose agrees that this Agreement is not
unconscionable, unfair, the product of unfair bargaining power or a contract of
adhesion.


    
      
         


      

      
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    18.   Effective
Date of Agreement.  The Agreement shall become effective and
enforceable immediately upon execution by both parties.

     

    19.   Severability.  This
Agreement and each of its parts shall be severable and, if any provision is
determined to be void, invalid or unenforceable, the remainder of this Agreement
shall be fully enforced without such term(s).

     

    20.   Headings.  Headings
in this Agreement are for convenience only and shall have no legal
effect.

     

    21.   Full
Understanding.  Rose agrees that the terms of this Agreement
are clear, are written in language which he understands and that he has a full
understanding of the terms and significance of this Agreement.

     

    22.   Counterparts.  This
Agreement may be executed in counterparts, by copy and by facsimile, each of
which shall be legally enforceable as an original document and together which
shall collectively constitute an entire agreement.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                On
      Behalf of Protalex

                              
	 
      	 
      
	
                                By:

                              	 
      
	 
      	 
      
	
                                Name:

                              	 
      
	 
      	 
      
	
                                Title:

                              	 
      
	 
      	 
      
	
                                Date:

                              	 
      
	 
      	 
      
	 
	
                                Marc
      L. Rose

                              
	 
      	 
      
	
                                Date:

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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