EXHIBIT
10.1
10b5-1 STOCK REPURCHASE
PLAN
THIS RULE 10b5-1 STOCK REPURCHASE
PLAN dated April 18, 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.
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NOW, THEREFORE , the Issuer and Broker hereby agree as
follows:
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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
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(1)
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the ending of the Trading Period, as set forth
in Appendix 1;
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(2)
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the purchase of the number of Total Plan Shares
pursuant to this Repurchase Plan;
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(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) 399-6430; Attention:
Mr. S. Wyatt Carr, Jr., and confirmed by telephone to
Mr. John Calicchio at (949) 399-6434;
(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
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(6)
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the failure of the Issuer to comply with Section
2 hereof.
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(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 requir
