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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/04/09 Proteonomix, Inc. 10-12G 31:1.5M Yes International/FA |
Document/Exhibit Description Pages Size 1: 10-12G Registration Statement HTML 532K 2: EX-2.1 Plan of Acquisition HTML 173K 3: EX-3.1 Articles of Incorporation HTML 13K 12: EX-3.10 By-Laws HTML 59K 4: EX-3.2 Articles of Incorporation HTML 12K 5: EX-3.3 Articles of Incorporation HTML 14K 6: EX-3.4 Articles of Incorporation HTML 12K 7: EX-3.5 Articles of Incorporation HTML 12K 8: EX-3.6 Articles of Incorporation HTML 12K 9: EX-3.7 Articles of Incorporation HTML 14K 10: EX-3.8 Articles of Incorporation HTML 13K 11: EX-3.9 Articles of Incorporation HTML 53K 13: EX-10.1 Material Contract HTML 44K 22: EX-10.10 Material Contract HTML 33K 23: EX-10.11 Material Contract HTML 48K 24: EX-10.12 Material Contract HTML 16K 25: EX-10.13 Material Contract HTML 21K 26: EX-10.14 Material Contract HTML 43K 27: EX-10.15 Material Contract HTML 27K 28: EX-10.16 Material Contract HTML 18K 29: EX-10.17 Material Contract HTML 47K 30: EX-10.18 Material Contract HTML 42K 31: EX-10.19 Material Contract HTML 30K 14: EX-10.2 Material Contract HTML 26K 15: EX-10.3 Material Contract HTML 27K 16: EX-10.4 Material Contract HTML 45K 17: EX-10.5 Material Contract HTML 29K 18: EX-10.6 Material Contract HTML 34K 19: EX-10.7 Material Contract HTML 14K 20: EX-10.8 Material Contract HTML 43K 21: EX-10.9 Material Contract HTML 28K
Exhibit 10.12
AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN PROTEONOMIX, INC. AND MICHAEL COHEN
This amended agreement (the “Agreement”) is made as of this 1ST day of July, 2009, to an employment agreement originally executed on January 5, 2005, as restated January 4, 2008, (the “Employment Agreement”) by and between National Stem Cell Holding, Inc., (renamed Proteonomix, Inc.) a Delaware corporation (“PROT) with an address a 187 Mill Lane, Mountainside, New Jersey 07092 and Michael Cohen, with an address at7 Stanford Court, West Orange, New Jersey 07052 (the Employee”) (the parties hereto are herein referred to as the “Parties”).
NOW, THEREFORE, in consideration of the mutual covenants herein set forth and as set forth in the Employment Agreement, the Employment Agreement is hereby amended as follows:
1.
The Employee and his brother, Jacob Cohen, co-owned all rights, title and interest in and to certain technologies embodied in patent applications therefor (the “Technologies”) with the U.S. Patent and Trademark Office filed on December 19, 2006, as follows: Patent Application Serial No. 60/875,558 (Umbilical Cord Stem Cell Secreted Product Derived Topical Compositions and Methods of Use Thereof), and Patent Application Serial No. 60/875,553 (Embryonic Germ Cell Secreted Product Derived Topical Compositions and Methods of Use Thereof) (herein, the “Properties”); and assigned the Techynologies to PROT for consideration of (a) 50,000 Shares of PROT’s Series C Preferred Stock, par value $.001 per share and (b) the right (the “Right”) to receive 20% of the common stock of PROT’s subsidiary, Proteoderm, Inc. in the event Proteoderm, Inc. shall become a public company. The Right shall be non-transferable except to the JSM Family Trust
2.
Commencing on the date hereof, for any patent application or grant in which the Employee is named as investigator or inventor which is assigned to PROT or to NSC, or any successor, the Employee shall receive 50,000 Shares of PROT’s Common Stock.
3.
The Employee’s monthly car rental reimbursement allowance is increased from $750 to $1,000.
4.
To the extent that any clause herein is contradicted by a clause in the Employment Agreement, the clause herein shall supersede the clause in the Employment Agreement.
5.
The term of the Agreement shall be for a period of five years from the date hereof, and will automatically renew for an additional five-year period unless terminated in writing in accordance with the Employment Agreement.
6.
That portion of the Employment Agreement allowing for the continuation of the Employee’s benefit (the “{Benefits”), including but not limited to options if any, for a period of thirty-six months after termination, is amended to reflect that the Benefits are applicable upon the death of the Employee, and that the payment of the continued compensation pursuant to the Agreement shall be made to the JSM Family Trust
7.
Clauses in the Employment Agreement not affected by the Agreement shall remain in full force and effect.
1
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
PROTEONOMIX, INC.
/s/ Joel Pensley
/s/ Michael Cohen
Joel Pensley, Secretary
2
| This ‘10-12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/4/09 | None on these Dates | ||
| 1/4/08 | ||||
| 12/19/06 | ||||
| 1/5/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/10 SEC UPLOAD¶ 10/06/17 1:20K Proteonomix, Inc. 4/12/10 SEC UPLOAD¶ 10/06/17 1:43K Proteonomix, Inc. 3/04/10 SEC UPLOAD¶ 10/06/17 1:47K Proteonomix, Inc. 2/22/10 SEC UPLOAD¶ 10/06/17 1:44K Proteonomix, Inc. 1/25/10 SEC UPLOAD¶ 10/06/17 1:52K Proteonomix, Inc. 12/22/09 SEC UPLOAD¶ 10/06/17 1:80K Proteonomix, Inc. 11/06/09 SEC UPLOAD¶ 10/06/17 1:88K Proteonomix, Inc. 8/31/09 SEC UPLOAD¶ 10/06/17 1:231K Proteonomix, Inc. |