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 12th day of June, 2008 by and among 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. The
Company shall pay to Canaccord Adams a commission of $0.04 per
share of Common Stock repurchased pursuant to this Plan. In
accordance with Canacccord Adams’ customary procedures,
Canaccord Adams will deposit shares of Common Stock purchased
hereunder into an account established by Canaccord Adams for the
Company against payment to Canaccord Adams of the purchase price
therefore and commissions and other amounts in respect thereof
payable by the Company under this Plan. The Company will be
notified of all transactions pursuant to customary trade
confirmations.
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 fourteen days from the date
hereof and shall terminate on the first to occur of:
a.
December
31, 2008;
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 .
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.
Canaccord
Adams shall not purchase any shares of Common Stock under this
Plan immediately after its receipt of notice from the Company
requesting suspension of the Plan in accordance with the
Company’s insider trading policy. Canaccord Adams will
resume purchases in accordance with this Plan once Canaccord
Adams receives written notice from the Company that the
restriction causing the suspension has been removed or ended.
The resumption of purchases will be made as soon as possible
but will require up to two business days advance
notice.
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.
All
transactions shall be effected in accordance with and subject
to the terms and restrictions of the purchase plan provided
herein.
5.
Purchase Plan.
5.1
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.
2
5.2.
For
purposes of this Agreement:
(a)
“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, less
any shares purchased by an Affiliate of the Company during
such Trading Day.
(b)
“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:
