RULE 10b5-1 STOCK REPURCHASE PLANStock Repurchase Agreement |
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RELIV INTERNATIONAL INC | Canaccord Adams Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
RULE 10b5-1 STOCK REPURCHASE PLAN
This Rule 10b5-1 Stock Repurchase Plan is made and entered into this 17th day of January, 2007 by and between Reliv International, Inc., a Delaware corporation (the “Company”), and Canaccord Adams Inc. (“Canaccord Adams”).
WHEREAS, the Company’s Board of Directors has determined that it is in the best interests of the Company and its shareholders that the Company institute and perform a plan pursuant to which it will repurchase up to 500,000 shares of its Common Stock;
WHEREAS, the Company’s Board of Directors desires to conduct its share repurchases under the safe harbor provisions of Rule 10b5-1 and Rule 10b-18 promulgated under the Securities Exchange Act of 1934 (the “Act”);
WHEREAS, the Company accordingly desires to establish the plan provided herein to effect the repurchase of shares of its Common Stock;
WHEREAS, the Company desires to engage Canaccord Adams, as broker, to effect the repurchases of shares of its Common Stock in accordance with the plan provided herein.
NOW, THEREFORE, in consideration of the premises and of the terms, covenants and conditions hereinafter contained, the parties hereto agree as follows:
1. Sales Plan. Subject to and on the terms and conditions herein contained, and during the Plan Term as provided herein, the Company hereby authorizes Canaccord Adams to purchase for the account of the Company up to an aggregate of 500,000 shares of Common Stock of the Company.
2. Plan Term . The term during which Canaccord Adams shall be authorized to effect the purchase of shares of Common Stock of the Company for the account of the Company shall commence on the date hereof and shall terminate on the first to occur of:
a. December 28, 2007;
b. When the aggregate number of shares of Common Stock of the Company purchased by Canaccord Adams under this Plan shall reach 500,000;
b. The end of the second business day following the date of receipt by Canaccord Adams of notice by the Company of early termination.
c. 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 seeing the appointment of a trustee, receiver or other similar official or the taking of any corporate action by the Company to authorize any of the foregoing.
3. Suspension or Termination by Canaccord Adams . This Agreement and the obligations of Canaccord Adams to engage in purchases of common stock of the Company for the account of the Company may be suspended or terminated by Canaccord Adams, in its discretion, at any time when:
a. Canaccord Adams shall determine, in its judgment, that any representation or warranty of the Company made herein shall be false or misleading;
b. The Company shall have violated any of its obligations hereunder;
c. Canaccord Adams shall determine (based on the advice of counsel) that any purchase effected pursuant to this Plan violates (or in the opinion of such counsel is reasonably likely to violate) any applicable law or regulation.
4. Trading Restrictions . The repurchase of shares of Common Stock of the Company by Canaccord Adams hereunder for the account of the Company shall be subject to the following terms and restrictions:
a. All transactions effected hereunder by Canaccord Adams shall comply with the limitations of Rule 10b-18 promulgated under the Act;
b. No purchases of shares shall be made at a price (excluding any commissions or expenses) in excess of $11.00 per share.
5. Purchase Plan.
a. Subject to the restrictions set forth in Section 4 hereof, Canaccord Adams will use its reasonable efforts, consistent with ordinary principles of best execution, during the Term of this Agreement to purchase the maximum number of shares available for purchase up to the Maximum Shares on each Trading Day at the then-prevailing market price. The Company acknowledges that the number of shares which Canaccord Adams is able to purchase for its account on any Trading Day may be less than the Maximum Shares.
b. For purposes of this Agreement:
(i) “Maximum Shares” shall mean an amount shares of the common stock of the Company equal to 25% of the average daily trading volume for such stock during the four calendar weeks preceding the week in which the purchase is made;
(ii) “Trading Day” shall mean any day that the principal market or exchange on which the common stock of the Company is traded is open for business.
6. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to Canaccord Adams as follows:
6.1 As of the date hereof, the Company is not aware of any material nonpublic information concerning the Company or its securities;
6.2 The Company is entering into this Plan in good faith, with the intent that this Plan comply with the affirmative defense established by Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), and not as part of a plan or scheme to evade compliance with the federal securities laws.
6.3 The Company will not communicate, directly or indirectly, any material nonpublic information relating to the Company or its securities to any employee of Canaccord Adams or its affilates who is involved, directly or indirectly, in executing this Plan.
6.4 The execution and delivery of this Plan, and the transactions contemplat
