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:
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
