OPTION AGREEMENT
Exhibit
10.12
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 Xxxx
Xxxxxxxx (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 April
5, 2005 and the
number of shares of Company Stock that may be purchased upon exercise of the
Option is 470,726
(Four Hundred Seventy Thousand Seven Hundred Twenty Six ).
b. The
purchase price (the “Exercise Price”) of Company Stock subject to the Option is
$0.001
per
share.
c. The
Option is fully vested upon issuance.
d. Unless
sooner terminated pursuant to the Plan, the Option shall terminate on
April
4, 2010. Option
will survive the termination of the Optionee’s employment.
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: | /s/ Xxxx X. Xxxxx | /s/ Xxxx Xxxxxxxx | ||
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| XXXX X. XXXXX | Xxxx Xxxxxxxx | |||
