GENEREX BIOTECHNOLOGY CORPORATION
Exhibit
10.1
GENEREX
BIOTECHNOLOGY CORPORATION
2006
STOCK PLAN
This
RESTRICTED
STOCK AGREEMENT,
dated
as of______, 200_ (the “Date
of Grant”),
is
delivered by Generex
Biotechnology Corporation
(the
“Company”)
to
________ (the “Grantee”).
RECITALS
A. The
Generex Biotechnology Corporation 2006 Stock Plan (the “Plan”)
provides for the grant of restricted shares of common stock of the Company.
The
Board of Directors of the Company (the “Board”)
has
decided to make a restricted stock grant as a bonus in recognition of
achievements made to date and as an inducement for the Grantee to promote the
best interests of the Company and its stockholders. A copy of the Plan is
attached as Exhibit
A
to this
Agreement. Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings assigned such terms in the Plan.
B. The
Board
is authorized to appoint a committee or individual to administer the Plan.
If a
committee or individual is appointed, all references in this Agreement to the
“Board” shall be deemed to refer to the committee or individual.
NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:
1. Grant
of Restricted Stock.
Subject
to the terms and conditions set forth in this Agreement, and in the Plan, the
Company hereby grants to the Grantee an aggregate of ______ shares of common
stock of the Company, which are subject to the restrictions described in
Paragraph 2 below.
2. Restriction
Period.
The
shares of Restricted Stock will vest as follows, if the Grantee is employed
by,
or providing service to, the Company (as defined in the Plan) on the applicable
date: __________________. The period during which shares are not vested is
the
“Restriction
Period”
applicable to those shares.
3. Restrictions
on Transfer; Stock Certificates.
During
the Restriction Period described in Paragraph 2, the Grantee may not sell,
assign, transfer, pledge, or otherwise dispose of the shares of Restricted
Stock, except as described in the Plan. A stock certificate representing the
shares of Restricted Stock shall be registered in the Grantee’s name but shall
be held in the custody of the Company for the Grantee’s account.
4. Voting
and Dividend Rights.
The
Grantee shall have the right to vote the shares of Restricted Stock and shall
receive dividends paid on the shares.
5. Forfeiture
of Restricted Stock.
In the
event the Grantee ceases to be employed by, or provide service to, the Company,
any unvested shares of Restricted Stock will be immediately
forfeited.
6. Change
in Control.
The
provisions of the Plan applicable to a Change of Control shall apply to the
Restricted Stock, and, in the event of a Change of Control, the Board may take
such actions as it deems appropriate pursuant to the Plan.
7. Cancellation
and Rescission of Restricted Stock.
The
Grantee acknowledges and understands that the grant is subject to the
cancellation and rescission provisions of Section 12 of the Plan.
8. Grant
Subject to Plan Provisions.
This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects shall be interpreted in accordance with the
Plan. The grant is subject to the provisions of the Plan and to interpretations,
regulations, and determinations concerning the Plan established from time to
time by the Board in accordance with the provisions of the Plan, including,
but
not limited to, provisions pertaining to (i) rights and obligations with respect
to withholding taxes, (ii) the registration, qualification, or listing of
the shares, (iii) changes in capitalization of the Company, and (iv) other
requirements of applicable law. The Board shall have the authority to interpret
and construe the Restricted Stock grant pursuant to the terms of the Plan,
and
its decisions shall be conclusive as to any questions arising
hereunder.
9. No
Employment or Other Rights.
The
grant of the Restricted Stock shall not confer upon the Grantee any right to
be
retained by or in the employ or service of the Company and shall not interfere
in any way with the right of the Company to terminate the Grantee’s employment
or service at any time. The right of the Company to terminate at will the
Grantee’s employment or service at any time for any reason is specifically
reserved.
10. Assignment
and Transfers.
The
rights and interests of the Grantee under this Agreement may not be sold,
assigned, encumbered, or otherwise transferred except, in the event of the
death
of the Grantee, by will or by the laws of descent and distribution. In the
event
of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or
otherwise dispose of the grant or any right hereunder, except as provided for
in
this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company
may
terminate the grant by notice to the Grantee, and the grant and all rights
hereunder shall thereupon become null and void. The rights and protections
of
the Company hereunder shall extend to any successors or assigns of the Company
and to the Company’s parents, subsidiaries, and affiliates. This Agreement may
be assigned by the Company without the Grantee’s consent.
11. Transfer
After Lapse of Restrictions.
To the
extent the Restriction Period has lapsed, the shares of Restricted Stock shall
thereafter be freely transferable by the Grantee, provided that the Grantee
agrees for himself or herself and his or her heirs, legatees and legal
representatives, with respect to all shares of Stock acquired pursuant to the
terms and conditions of this Agreement (or any shares of Stock issued pursuant
to a stock dividend or stock split thereon or any securities issued in lieu
thereof or in substitution or exchange therefor), that he or she and his or
her
heirs, legatees and legal representatives will not sell or otherwise dispose
of
such shares except pursuant to a registration statement filed by the Company
that has been declared effective by the Securities and Exchange Commission
under
the Securities Act of 1933, as amended (the “Act”), or except in a transaction
which is determined by counsel to the Company to be exempt from registration
under the Act and any applicable state securities laws; and to execute and
deliver to the Company such investment representations and warranties, and
to
take such other actions, as counsel for the Company determines may be necessary
or appropriate for compliance with the Act and any other applicable securities
laws. The Grantee agrees that the certificates representing any of the shares
of
Stock acquired pursuant to the terms and conditions of this Agreement may bear
such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws.
12. Applicable
Law.
The
validity, construction, interpretation and effect of this instrument shall
be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflicts of laws provisions
thereof.
13. Notices.
Any
notice to the Company relating to this grant shall be addressed to the Company
in care of the Executive Vice-President & General Counsel, 00 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, and any notice to the
Grantee shall be addressed to such Grantee at the current address shown on
the
payroll of the Company, or to such other address as the Grantee may designate
to
the Company in writing. Any notice shall be delivered by hand, sent by telecopy
or enclosed in a properly sealed envelope addressed as stated above, registered
and deposited, postage prepaid, in a post office regularly maintained by the
United States Postal Service.
IN
WITNESS WHEREOF,
the
Company has caused its duly authorized officer to execute this Agreement, and
the Grantee has executed this Agreement, effective as of the Date of
Grant.
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GENEREX
BIOTECHNOLOGY CORPORATION
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Per:
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Name:
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Xxxx
X. Xxxxx
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Title:
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Chief
Operating Officer,
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Chief
Financial Officer
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Per:
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Name:
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Xxxx
X. Xxxxxxxx
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Title:
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Executive
Vice-President,
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General
Counsel
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Witness
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[NAME]
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