Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.99M
(General Form)
2: EX-3.1.5 Articles of Incorporation/Organization or By-Laws HTML 13K
3: EX-5.1 Opinion re: Legality HTML 12K
4: EX-10.23 Material Contract HTML 27K
5: EX-10.28 Material Contract HTML 233K
6: EX-10.29 Material Contract HTML 47K
7: EX-10.30 Material Contract HTML 110K
8: EX-23.1 Consent of Experts or Counsel HTML 8K
On behalf
of CNS Response, Inc. (the "Company"), I am pleased to offer you a position with
the Company based upon the following terms:
1. Position. Upon
acceptance of this offer, you will become Chief Financial Officer of the
Company, reporting to the Chief Executive Officer. You will be
expected to devote at least forty (40) hours per week to the performance of your
duties (except for vacation periods as set forth herein and reasonable periods
of illness or other incapacities permitted by Company’s general employment
policies) and to give
your best efforts to such duties. Your position may require that you
travel from time to time as the Company may reasonably request and as shall be
appropriate and necessary in the performance of your duties.
2. Effective
Date. The effective date of employment shall be:
2/18/2010.
3. AT-WILL
EMPLOYMENT. YOU SHOULD BE AWARE THAT YOUR EMPLOYMENT WITH THE
COMPANY IS FOR NO SPECIFIED PERIOD AND CONSTITUTES "AT-WILL"
EMPLOYMENT. AS A RESULT, YOU ARE FREE TO TERMINATE YOUR EMPLOYMENT AT
ANY TIME, FOR ANY REASON OR FOR NO REASON. SIMILARLY, THE
COMPANY IS FREE TO TERMINATE YOUR EMPLOYMENT, AT ANY TIME, FOR “CAUSE” OR FOR NO
CAUSE. “CAUSE” SHALL MEAN YOUR: (A) INDICTMENT OR
CONVICTION OF ANY FELONY OR OF ANY CRIME INVOLVING DISHONESTY OR MORAL
TURPITUDE; (B) PARTICIPATION IN ANY FRAUD AGAINST COMPANY; (C) PERSISTENT
FAILURE TO SUBSTANTIALLY PERFORM YOUR MATERIAL JOB DUTIES; PROVIDED, HOWEVER,
THAT THE CHIEF EXECUTIVE OFFICER OR THE BOARD OF DIRECTORS SHALL PROVIDE
YOU WRITTEN NOTICE OF SUCH FAILURE AND YOU SHALL HAVE FIFTEEN (15) DAYS TO CURE;
AND (D) INTENTIONAL DAMAGE TO ANY PROPERTY OF COMPANY. IN THE EVENT
OF TERMINATION OF YOUR EMPLOYMENT, YOU WILL NOT BE ENTITLED TO ANY PAYMENTS,
BENEFITS, OR EMPLOYMENT COMPENSATION OTHER THAN AS SET FORTH
HEREIN. IF COMPANY TERMINATES YOUR EMPLOYMENT WITHOUT CAUSE OR YOU
“INVOLUTARILY TERMINATE” YOUR EMPLOYMENT WITH THE COMPANY, YOU SHALL RECEIVE, AS
SEVERANCE, YOUR SALARY AND BENEFITS FOR A PERIOD EQUAL TO SIX (6) MONTHS,
PAYABLE IN ONE LUMP SUM UPON TERMINATION. YOU SHALL BE CONSIDERED TO
INVOLUTARILY TERMINATE YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY (A)
COMMITS A BREACH OF THIS OFFER LETTER WHICH REMAINS UNCURED FIFTEEN (15) DAYS
AFTER YOU PROVIDE WRITTEN NOTICE TO THE COMPANY OF SUCH BREACH, OR (B) CHANGES,
WITHOUT YOUR CONSENT OR PURSUANT TO A CORPORATE TRANSACTION (AS DEFINED IN
SECTION 6 BELOW), YOUR TITLE OR RESPONSIBILITIES SO THAT YOU ARE NO LONGER THE
CHIEF FINANCIAL OFFICER OF THE COMPANY. IF YOUR EMPLOYMENT IS
TERMINATED BY COMPANY WITH CAUSE OR YOU VOLUNTARILY TERMINATE YOUR EMPLOYMENT,
YOU SHALL NOT BE ENTITLED TO SEVERANCE.
4. Compensation. The
Company will pay you a salary of $208,000 per annum, payable in amounts of
$8,000 twice-monthly, less applicable withholdings. Your salary will begin as of
the effective date of employment. The first and last payment by the
Company to you will be prorated, if necessary, to reflect a commencement or
termination date other than the first or last working day of a pay period. Your
salary and performance shall be reviewed at least annually by the Chief
Executive Officer or the Company's board of directors. You may receive increases
in annual salary from time to time as determined by the Chief Executive Officer
or the Board, but in no event shall your annual salary be decreased below
$208,000.
5. Vacation and
Benefits. Upon the Effective Date of your employment and
then for so long as you are employed by the Company you will accrue 1.67 days of
paid time off ("PTO") for each full month you are employed by the
Company. Vacation days shall be deducted from your accrued
PTO. You shall be entitled to health and dental insurance coverage
for you and your dependents, with premiums paid in full by Company, effective
immediately upon your commencement of employment. You will also
be entitled to standard fringe benefits in accordance with the Company's
practices covering employees, as such benefits may be in effect from time to
time.
6. Stock
Option. Upon your acceptance of employment with the Company,
you will be granted an option (the “Option”) to purchase 450,000 shares of the
Company's Common Stock at such time as determined by the Company’s Board of
Directors. The Option will be subject to the terms and conditions of
a stock option agreement between you and the Company (the “Stock Option
Agreement”) and, at the discretion of the Company’s Board of Directors, either
(i) the Company’s 2010 Stock Incentive Plan, if adopted by the Company’s Board
of Directors or (ii) the Company’s 2006 Stock Incentive Plan. The
Stock Option Agreement shall set forth the exercise price of the Option, which
will be the closing price of the Company’s common stock as quoted on the
Over-The-Counter Bulletin Board on the trading day immediately preceding the
grant date of the Option. The Stock Option Agreement will also
provide that the Option will vest in equal monthly installments over a period of
48 months, commencing on the grant date of the Option until the Option is fully
exercisable, subject to your continued service to the Company. The
Stock Option Agreement will further provide that the vesting schedule of the
Option will be subject to partial acceleration in the event that the Company is
involved in a Corporate Transaction (as defined below). In the event
of a Corporate Transaction, a portion of your unvested Option determined in
accordance with the following formula will vest: the number of
unvested options determined immediately prior to the closing of the Corporate
Transaction multiplied by a ratio, the numerator of which equals the number of
days elapsed between the grant date of the Option and the closing date of the
Corporate Transaction and the denominator of which equals 1,460 days (the
total vesting period of the Option). A Corporate Transaction shall
mean: (i) the sale, lease, transfer or other disposition of all or substantially
all of the assets of the Company, or (ii) the acquisition of the Company by
another entity by means of merger, consolidation, share exchange, reorganization
or otherwise pursuant to which shares of capital stock of the Company are
converted into cash, securities or other property of the acquiring entity or any
of its subsidiaries or parent entities and which results in the holders of
voting securities (excluding shares of the surviving entity held by holders of
the capital stock of the Company acquired by means other than the exchange or
conversion of the capital stock of the Company for shares of the surviving
entity) of the Company immediately prior to such merger, consolidation, share
exchange, reorganization or sale of assets beneficially owning, directly or
indirectly, less than a majority of the combined voting power of the surviving
entity resulting from such merger, consolidation, share exchange, reorganization
or sale of assets.
7. Employment, Confidential
Information, Invention Assignment and Arbitration
Agreement. As a condition of accepting this offer of
employment, you will be required to complete, sign and return the Company's
standard form of Confidential Information, Invention Assignment and Arbitration
Agreement.
8. Immigration
Laws. For purposes of federal immigration laws, you will be
required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation
must be provided within 3 business days of the effective date of your
employment, or your employment relationship with the Company may be
terminated.
9. Conflicting
Employment. During the period that you render services
to the Company, you will not engage in any employment, business or activity that
is in any way competitive with the business or proposed business of the
Company. You will disclose to the Company in writing any other
gainful employment, business or activity that you are currently associated with
or participate in that competes with the Company. You will not assist
any other person or organization in competing with the Company or in preparing
to engage in competition with the business or proposed business of the
Company. You represent that your signing of this offer letter, the
Stock Option Agreement and the Company's Confidential Information, Invention
Assignment and Arbitration Agreement and your commencement of employment with
the Company will not violate any agreement currently in place between yourself
and any current or past employers.
10.
Entire
Agreement. This offer letter, the Confidential Information,
Invention Assignment and Arbitration Agreement and, upon its execution, the
Stock Option Agreement, set forth the terms of your employment with the Company
and supersede any and all prior representations and agreements, whether written
or oral.
11. Amendment. This
offer letter can only be amended in writing signed by you and an officer of the
Company. Any waiver of a right under this offer letter must be in
writing.
12. Governing
Law. This offer letter will be governed under the laws of the
State of California applicable to such agreements made and to be performed
entirely within such State.
We look
forward to you joining the Company. If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me within three
days.
