OPTION AGREEMENT
This Option Agreement evidences the grant of a stock option (the
"Option") to purchase shares of common stock, par value $.001 (the "Company
Stock"), of Generex Biotechnology Corporation (the "Company") granted to
[[NAME]] (the "Optionee") pursuant to the Generex Biotechnology Corporation 2001
Stock Option Plan (the "Plan"), a copy of which is attached to this Option
Agreement and incorporated into this Option Agreement by reference. The Option
is subject to the terms, conditions, limitations and restrictions set forth in
the Plan, including the following:
a. The date of grant of the Option is [[DATE]] and the number of shares
of Company Stock that may be purchased upon exercise of the Option is [[NUMBER]]
([[NUMBER]]).
b. The purchase price (the "Exercise Price") of Company Stock subject
to the Option is [[NUMBER]] per share.
c. The Option is fully vested upon issuance.
d. Unless sooner terminated pursuant to the Plan, the Option shall
terminate on [[DATE]].
e. The Optionee shall pay the Exercise Price for the Option (i) in cash
or (ii) by such other method as may be approved by the Compensation Committee of
the Company's Board of Directors. The Optionee shall pay the amount of any
withholding tax due at the time of exercise, as provided in the Plan.
f. The rights and interests of the Optionee under this Option Agreement
may not be sold, assigned, encumbered or otherwise transferred, except, in the
event of the death of the Optionee, by will or by the laws of descent and
distribution.
g. Any notice to the Company, including notice of exercise of an
Option, shall be addressed to the Company in care of Slava Jarnitskii at the
Company's principal offices.
IN WITNESS WHEREOF, this Option Agreement has been executed on behalf
of the Company by a duly authorized officer and by the Optionee effective as of
the date of grant of the Option.
GENEREX BIOTECHNOLOGY CORPORATION ACCEPTED AND AGREED:
By:
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XXXX X. XXXXX [[NAME]]
