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Exhibit
10.1
GENEREX BIOTECHNOLOGY CORPORATION
2006 STOCK PLAN
RESTRICTED STOCK AGREEMENT
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
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