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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/14 Emmaus Life Sciences, Inc. 10-Q 12/31/13 53:8.9M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 596K 2: EX-10.85 Material Contract HTML 47K 3: EX-10.86 Material Contract HTML 27K 4: EX-10.87 Material Contract HTML 47K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 24K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 24K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 21K 35: R1 Document And Entity Information HTML 38K 25: R2 Condensed Consolidated Statements of Operations HTML 99K 33: R3 Condensed Consolidated Balance Sheets HTML 89K 37: R4 Condensed Consolidated Balance Sheets HTML 39K [Parenthetical] 49: R5 Condensed Consolidated Statements of Cash Flows HTML 101K 26: R6 Condensed Consolidated Statements of Stockholders' HTML 44K Deficit 32: R7 Nature of Operations HTML 39K 23: R8 Summary of Significant Accounting Policies HTML 76K 17: R9 Discontinued Operations HTML 55K 50: R10 Convertible Debt and Equity Financings HTML 52K 39: R11 Stockholders' Deficit HTML 240K 38: R12 Related Party Transactions HTML 68K 43: R13 Earnings (Loss) Per Share HTML 64K 44: R14 Commitments and Contingent Liabilities HTML 62K 42: R15 Subsequent Events HTML 27K 45: R16 Summary of Significant Accounting Policies HTML 130K (Policies) 34: R17 Discontinued Operations (Tables) HTML 49K 36: R18 Stockholders' Deficit (Tables) HTML 187K 41: R19 Earnings (Loss) Per Share (Tables) HTML 61K 53: R20 Commitments and Contingent Liabilities (Tables) HTML 39K 47: R21 Nature of Operations (Details Textual) HTML 46K 29: R22 Summary of Significant Accounting Policies HTML 64K (Details Textual) 40: R23 Discontinued Operations (Details) HTML 33K 31: R24 Discontinued Operations (Details 1) HTML 34K 16: R25 Convertible Debt and Equity Financings (Details HTML 93K Textual) 48: R26 Stockholders' Deficit (Details) HTML 42K 51: R27 Stockholders' Deficit (Details 1) HTML 24K 20: R28 Stockholders' Deficit (Details 2) HTML 37K 19: R29 Stockholders' Deficit (Details 3) HTML 32K 21: R30 Stockholders' Deficit (Details 4) HTML 30K 22: R31 Stockholders' Deficit (Details Textual) HTML 303K 24: R32 Related Party Transactions (Details Textual) HTML 209K 15: R33 Earnings (Loss) Per Share (Details) HTML 72K 46: R34 Commitments and Contingent Liabilities (Details) HTML 59K 28: R35 Commitments and Contingent Liabilities (Details HTML 70K Textual) 30: R36 Subsequent Events (Details Textual) HTML 51K 52: XML IDEA XML File -- Filing Summary XML 72K 14: EXCEL IDEA Workbook of Financial Reports XLSX 153K 18: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.33M 8: EX-101.INS XBRL Instance -- cnso-20131231 XML 1.88M 10: EX-101.CAL XBRL Calculations -- cnso-20131231_cal XML 132K 11: EX-101.DEF XBRL Definitions -- cnso-20131231_def XML 1.22M 12: EX-101.LAB XBRL Labels -- cnso-20131231_lab XML 1.35M 13: EX-101.PRE XBRL Presentations -- cnso-20131231_pre XML 1.32M 9: EX-101.SCH XBRL Schema -- cnso-20131231 XSD 299K 27: ZIP XBRL Zipped Folder -- 0001144204-14-008564-xbrl Zip 197K
EMPLOYMENT
COMPENSATION FORFEITURE
AND EXCHANGE AGREEMENT
This EMPLOYMENT COMPENSATION FORFEITURE AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December ___, 2013 by and among CNS Response, Inc., a Delaware corporation (the “Company”) and the undersigned employee of the Company (the “Employee”).
WHEREAS, the Company owes the Employee an aggregate of $____________ of salary and wages accrued from ____________ to ____________ (the "Accrued Wages"), and the Company desires to pay the Employee the Accrued Wages in accordance with the terms set forth herein;
WHEREAS, the Company has experienced continuing losses, extreme cash flow shortfalls, has been unable to satisfy its financial obligations as they have become due and has failed to raise sufficient additional capital through the sale of equity securities and debt and therefore certain members of management of the Company, including the Employee, desire to waive the right to receive and forfeit future salary in consideration for the issuance of options ("Options") to purchase common stock, par value $0.001 per share of the Company (the “Common Stock”), in accordance with the terms set forth herein;
NOW, THEREFORE, the Company and the Employee, in consideration for the mutual promises and covenants herein, agree as follows:
1. Payment of Accrued Wages. Subject to the terms and conditions of this Agreement, the Company agrees to pay the Employee the Accrued Wages in accordance with the payment schedule set forth on Exhibit A hereto.
2. Forfeiture of Future Wages.
Forfeiture. Subject to the terms and conditions of this Agreement, the Employee agrees to waive receipt of and release the Company from the payment of future salary and wages that will be accrued from ____________ to ____________ (the "2014 Period"), in the aggregate amount of $___________, in consideration for which the Company has issued _______ Options to purchase Common Stock on October 8, 2013. Waiver. Each Employee hereby irrevocably waives the right to receive any wages, salary or compensation for the period of time prior from ____________ to ____________, and waives all rights and remedies related thereto under all applicable laws rules and regulations.
3. Representations and Warranties of Employee. The Employee hereby represents and warrants to the Company as follows:
(a) Authority. The Employee has, as appropriate, full power and legal capacity and all right, power, legal capacity and authority to enter into this Agreement.
(b) Authorization. The execution, delivery and performance of this Agreement has been duly and validly approved and authorized by the Employee.
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4. Miscellaneous.
(a) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF CALIFORNIA.
(b) Amendment. This Agreement may only be amended by written agreement of the Company and the Employee.
(c) Assignment. The Employee may only assign this Agreement with the written consent of the Company. The Company may freely assign this Agreement without the consent of the Employee. Any assignment of this Agreement in violation of this Section is null and void. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(d) Waiver of Rights. No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All rights, powers and remedies under this Agreement are cumulative and are not exclusive of any other rights, powers and remedies provided by law.
(e) No Other Agreements. This Agreement (including the Exhibits attached hereto) contains a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement between the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings. There are no unwritten agreements between the parties hereto.
(f) Counterparts. This Agreement may be executed in two or more counterparts (including via facsimile or other electronic means), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement will be binding upon the Company and the Employee and their respective successors, assigns, heirs and personal representatives.
(g) Further Assurances. The Employee shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may be reasonably required to effect the transactions contemplated by this Agreement.
(h) Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CNS RESPONSE, INC. | |||
By: | |||
Name: George Carpenter | |||
Title: CEO | |||
EMPLOYEE | |||
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Exhibit A
Payment Schedule for Accrued Wages
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/13/14 | 8-K | ||
For Period end: | 12/31/13 | |||
10/8/13 | 4 | |||
List all Filings |