Eugene A. Bauer
Rafael, CA 94901
Inc. (the “Company”) is pleased that, as of February 15, 2005, you joined our
board of directors. This letter provides you with some basic information related
to your decision to join our board.
directors are elected by our stockholders at our annual stockholders’ meeting.
Directors hold office for one-year terms and until re-elected or their
successors are elected and qualified, unless they resign or are removed earlier.
You may resign at any time upon written notice to the Company and may be
removed, with or without cause, at any time by the vote or written consent of
the stockholders representing not less than a majority of the issued and
outstanding capital stock entitled to voting power. Additional information
regarding the terms of directors is set out in Section II of the Company’s
receive $20,000 annually as director’s fees. As a director you will not receive
separate meeting fees, but you will be reimbursed for out-of-pocket expenses
related to attending board meetings in accordance with the Company’s
you received 100,000 fully vested stock options under the Company’s 2003 Stock
Option Plan, exercisable at $2.80, which will expire on February 15, 2015, if
not exercised. This grant is subject to the further terms and conditions of the
Company’s 2003 Stock Option Plan and the corresponding Stock Option Agreement.
Please note that, as a director of the Company, you are required to file reports
under Section 16 of the Securities and Exchange Act of 1934 related to your
ownership of the Company’s securities. We have provided you with a separate
memorandum that sets out these requirements in further detail.
your superb qualifications make you a welcomed member of our board of directors.
We are glad you have chosen to become a director of Protalex, Inc. If you have
any questions, please do not hesitate to call me.
Steven H. Kane
Eugene A. Bauer