EXHIBIT
10.1
10b5-1 STOCK REPURCHASE
PLAN
THIS
RULE 10b5-1 STOCK REPURCHASE PLAN dated October 12, 2005 (the “Repurchase
Plan”), between Reliv International, Inc. (the
“Issuer”) and The Seidler Companies,
(“Broker”).
WHEREAS , the Issuer’s Board of Directors has
determined that it is in the best interests of the Issuer and its
shareholders that the Issuer commence a repurchase up to an
aggregate of 200,000 shares of its $0.001 par value Common Stock
(the “Stock”);
WHEREAS , Issuer’s Board of Directors desires to
conduct its share repurchases under the provisions of the safe
harbor of the Securities and Exchange Commission’s Rules
10b5-1 and 10b-18;
WHEREAS , the Issuer accordingly desires to establish
this Repurchase Plan to effect said repurchases of shares of its
Stock; and
WHEREAS , the Issuer desires to engage Broker to effect
repurchases of shares of Stock in accordance with this Repurchase
Plan.
NOW,
THEREFORE , the
Issuer and Broker hereby agree as follows:
1.
(a) Subject to the Issuer’s continued
compliance with Section 2 hereof, Broker shall effect a purchase or
purchases (each, a “Purchase”) of up to an aggregate of
Two Hundred Thousand (200,000) shares of the Stock (the
“Total Plan Shares”) in accordance with Appendix
1.
(b)
Purchases may be made in the open
market or through privately negotiated transactions. Broker shall
comply with the requirements of paragraphs (b)(2), (b)(3) and
(b)(4) of Rule 10b-18 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), in connection with
Purchases of Stock in the open market pursuant to this Repurchase
Plan. The Issuer agrees not to take any action that would cause
Purchases not to comply with Rule 10b-18 or Rule 10b5-1.
2.
The Issuer shall pay to Broker a
commission of six cents ($0.06) per share of Stock repurchased
pursuant to this Repurchase Plan. In accordance with Broker’s
customary procedures, Broker will deposit shares of Stock
repurchased hereunder into an account established by Broker for the
Issuer against payment to Broker of the purchase price therefore
and commissions and other amounts in respect thereof payable
pursuant to this Section. The Issuer will be notified of all
transactions pursuant to customary trade confirmations.
3.
(a) This Repurchase Plan shall become effective
immediately and shall terminate upon the first to occur of the
following:
(1) the ending of the Trading Period, as set
forth in Appendix 1;
(2) the purchase of the number of Total Plan
Shares pursuant to this Repurchase Plan;
(3) the end of the second business day following
the date of receipt by Broker of notice of early termination
substantially in the form of Appendix 2 hereto, delivered by
facsimile, transmitted to (949) 221-9136; Attention: Mr. Kirk
Howard, and confirmed by telephone to Mr. Klindt Ginsberg at (949)
399-6406;
(4) the commencement of any voluntary or
involuntary case or other proceeding seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or
similar law or seeking the appointment of a trustee, receiver or
other similar official or the taking of any corporate action by the
Issuer to authorize or commence any of the foregoing;
(5) the public announcement of a tender or exchange
offer for the Stock or of a merger, acquisition, recapitalization
or other similar business combination or transaction as a result of
which the Stock would be exchanged for or converted into cash,
securities or other property; or
(6) the failure of the Issuer to comply with
Section 2 hereof.
(b)
Sections 2 and 13 of this
Repurchase Plan shall survive any termination hereof. In addition,
the Issuer’s obligation under Section 2 hereof in respect of
any shares of Stock purchased prior to any termination hereof shall
survive any termination hereof.
4.
The Issuer understands that Broker
may not be able to effect a Purchase due to a market disruption or
a legal, regulatory or contractual restriction or internal policy
applicable to Broker or otherwise. If any Purchase cannot be
executed as required by Section 1 due to a market disruption, a
legal, regu
