Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
RELIV’ INTERNATIONAL,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
DELAWARE
|
|
37-1172197
|
|
(State of Incorporation)
|
|
(I.R.S. Employer Identification Number)
|
136 Chesterfield Industrial
Boulevard
Chesterfield, Missouri
63005
(636) 537-9715
(Address
of Principal Executive Offices)
2009
Incentive Stock Plan
(Full
title of plan)
|
Stephen M. Merrick
|
|
with copies to:
|
|
Senior Vice President, Secretary
|
|
Leonard J. Essig, Esq.
|
|
and General Counsel
|
|
Lewis, Rice & Fingersh, L.C.
|
|
Reliv’ International, Inc.
|
|
500 N. Broadway, Suite 2000
|
|
136 Chesterfield Industrial Boulevard
|
|
St. Louis, Missouri 63102
|
|
Chesterfield, Missouri 63005
|
|
(314) 444-7600
|
|
(636) 537-9715
|
|
|
(Name,
Address and Telephone Number, Including Area Code, of Agent For
Service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b- 2 of the Exchange Act.
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
|
|
|
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
x
|
CALCULATION
OF REGISTRATION FEE
|
Title Of Each
Class Of
Securities
To Be Registered
|
|
Amount
To Be
Registered(1)
|
|
|
Proposed
Maximum
Offering Price
Per Unit(2)
|
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount Of
Registration
Fee
|
|
|
Common
Stock
Par
Value $0.001
|
|
|
1,000,000
|
|
|
$
|
1.76
|
|
|
$
|
1,760,000
|
|
|
$
|
125.49
|
|
(1)
This Registration Statement also covers
an indeterminate amount of additional shares that may be offered and issued
under the employee benefit plan named above to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2)
Pursuant to Rule 457(c), represents the average of the high and low
reported prices for the Registrant’s common stock as quoted on the NASDAQ Global
Select Market on November 29, 2010, such date being a date within five business
days prior to the date of filing of this Registration
Statement.
PART
I – INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registration Information and Employee Plan Annual
Information.*
|
*
|
Information
required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the
“Securities Act”), and the Note to Part I of Form
S-8.
|
PART
II – INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
Information
contained in the following documents of Reliv’ International, Inc. (the
“Registrant”) filed with the Securities and Exchange Commission (the
“Commission”) is incorporated herein by reference:
(a) Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2009, as filed with the Commission on March 12, 2010, pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”);
(b) Registrant’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30,
2010 and September 30, 2010
(c) Registrant’s
Current Reports on Form 8-K filed with the Commission on February 25, 2010,
April 29, 2010, May 25, 2010, July 29, 2010 and November 2, 2010;
(d) All
other reports filed by Registrant pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2009; and
(e) The
description of the Company's capital stock as set forth in the
Registrant’s Registration Statement of Form 8-A as filed with the Commission on
February 25, 1993, including any amendment or report filed for the purpose of
updating such description.
All
reports and other documents subsequently filed by Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, are deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein will be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded may not be
deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification Of Directors And Officers
As
permitted by the Delaware General Corporation Law, or DGCL, the Registrant has
included in its Certificate of Incorporation a provision to eliminate the
personal liability of its directors for monetary damages for breach or alleged
breach of their fiduciary duties as directors, except for liability (i) for
any breach of the director’s duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which
involved intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, as provided in Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. The
effect of this provision is to eliminate the rights of the Registrant and its
stockholders (through stockholders’ derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director except in the situations described in
(i) through (iv) above. This provision does not limit nor eliminate
the rights of the Registrant or any stockholder to seek non-monetary relief such
as an injunction or rescission in the event of a breach of a director’s duty of
care. These provisions will not alter the liability of directors under federal
securities laws.
The
Certificate of Incorporation and the Bylaws of the Registrant provide that the
Registrant is required and permitted to indemnify its officers and directors,
employees and agents under certain circumstances. In addition, if permitted by
law, the Registrant is required to advance expenses to its officers and
directors as incurred in connection with proceedings against them in their
capacity as a director or officer for which they may be indemnified upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to
indemnification. At present, the Registrant is not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of the Registrant in which indemnification would be required or
permitted.
Item
7. Exemptions from Registration Claim
None
Item
8. Exhibits
The
following exhibits are submitted herewith or incorporated by reference
herein.
|
|
5
|
Opinion
of Lewis, Rice & Fingersh, L.C.
|
|
|
10.1
|
2009
Stock Incentive Plan
|
|
|
10.2
|
Form
of Incentive Stock Option Agreement
|
|
|
10.3
|
Form
of Non-qualified Stock Option
Agreement
|
|
|
10.4
|
Form
of Restricted Stock Award Agreement
|
|
|
23.1
|
Consent
of Lewis, Rice & Fingersh, L.C. is incorporated by reference herein by
reference to Exhibit 5
|
|
|
23.2
|
Consent
of Ernst & Young, LLP
|
Item
9. Undertakings
|
|
(a)
|
Registrant
hereby undertakes:
|
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; p
rovided, however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration
Statement;
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
(b) Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of Registrant’s annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of Registrant pursuant
to the foregoing provisions, or otherwise, Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chesterfield, State of Missouri on December 2, 2010.
|
RELIV’ INTERNATIONAL, INC.
|
|
|
|
By:
|
/s/ Robert L. Montgomery
|
|
Name:
|
Robert L. Montgomery
|
|
Title:
|
Chairman, President and Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Robert L. Montgomery
|
|
Chairman, President and
|
|
December 2, 2010
|
|
Robert L. Montgomery
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
/s/
Steven D. Albright
|
|
Vice President and Chief Financial
|
|
December 2, 2010
|
|
Steven D. Albright
|
|
Officer (Principal Financial and
|
|
|
|
|
|
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Senior Vice President,
|
|
December 2, 2010
|
|
Stephen M. Merrick
|
|
Secretary, Director
|
|
|
|
|
|
|
|
|
|
*
|
|
Vice Chairman, Chief Scientific
|
|
December 2, 2010
|
|
Carl W. Hastings
|
|
Officer, Director
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
2, 2010
|
|
Donald
L. McCain
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
2, 2010
|
|
John
B. Akin
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
2, 2010
|
|
Robert
M. Henry
|
|
|
|
|
|
*
|
|
Director
|
|
December
2, 2010
|
|
Denis
St. John
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
December
2, 2010
|
|
Michael
D. Smith
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
December
2, 2010
|
|
John
M. Klimek
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Steven D. Albright
|
|
|
|
|
|
Attorney-in-fact
|
|
|
|
|
EXHIBIT INDEX
|
Reg.
S-K
Item
601
Exhibit No.
|
|
Exhibit
|
|
|
|
|
|
5
|
|
Legal
Opinion of Lewis, Rice & Fingersh, L.C.
|
|
|
|
|
|
10.1
|
|
2009
Stock Incentive Plan
|
|
|
|
|
|
10.2
|
|
Form
of Incentive Stock Option Agreement
|
|
|
|
|
|
10.3
|
|
Form
of Non-qualified Stock Option Agreement
|
|
|
|
|
|
10.4
|
|
Form
of Restricted Stock Award Agreement
|
|
|
|
|
|
23.1
|
|
Consent
of Lewis, Rice & Fingersh, L.C. (included in Exhibit
5.1)
|
|
|
|
|
|
23.2
|
|
Consent
of Ernst & Young LLP
|
|
|
|
|
|
24
|
|
Powers
of
Attorney
|
Exhibit
5
December
2, 2010
Reliv’
International, Inc.
136
Chesterfield Industrial Boulevard
Chesterfield,
Missouri 63005
|
Re:
|
Registration
on Form S-8 of up to 1,000,000 Shares of Common Stock (the “Securities”)
Pursuant to the Reliv’ International, Inc. (the “Company”) 2009 Equity
Incentive Plan (the “Plan”)
|
Gentlemen:
In
connection with the registration with the Securities and Exchange Commission of
the Securities described above, you have requested that we furnish you with our
opinion as to the legality of the issuance of the Securities.
As
counsel to the Company, we have participated in the preparation of the
Registration Statement on Form S-8 under the Securities Act of 1933 with respect
to the Securities (the “Registration Statement”). We have examined and are
familiar with the Company’s Certificate of Incorporation and Bylaws, records of
corporate proceedings, the Registration Statement, the Plan and such other
documents and records as we have deemed necessary for purposes of this
opinion.
Based on
the foregoing, we are of the opinion that the Securities have been duly and
validly authorized and will, when issued as provided for in the Plan, be legally
issued, fully paid and non-assessable.
We
consent to the use of this opinion as an exhibit to the Registration
Statement.
|
Sincerely,
|
|
|
|
LEWIS,
RICE & FINGERSH, L.C.
|
|
|
|
/s/
Lewis, Rice & Fingersh,
L.C.
|
Exhibit
10.1
RELIV
INTERNATIONAL, INC.
2009
INCENTIVE STOCK PLAN
SECTION
1
General
Purpose of the Plan; Definitions
The name
of the plan is the Reliv International, Inc. 2009 Incentive Stock Plan (the
“Plan”). The purpose of the Plan is to encourage and enable officers and
employees of, and other persons providing services to, Reliv International, Inc.
(the “Company”) and its Affiliates to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in
the Company’s welfare will assure a closer identification of their interests
with those of the Company and its shareholders, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with
the Company.
The
following terms shall be defined as set forth below:
“Affiliate”
means a parent
corporation, if any, and each subsidiary corporation of the Company, as those
terms are defined in Section 424 of the Code.
“Award”
or
“Awards”
, except where
referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards,
and Unrestricted Stock Awards. Awards shall be evidenced by a written agreement
(which may be in electronic form and may be electronically acknowledged and
accepted by the recipient) containing such terms and conditions not inconsistent
with the provisions of this Plan as the Committee shall determine.
“Board”
means the Board of
Directors of the Company.
“Cause”
shall mean, with
respect to any Award holder, a determination by the Company (including the
Board) or any Affiliate that the Holder’s employment or other relationship with
the Company or any such Affiliate should be terminated as a result of (i) a
material breach by the Award holder of any agreement to which the Award holder
and the Company (or any such Affiliate) are parties, (ii) any act (other
than retirement) or omission to act by the Award holder that may have a material
and adverse effect on the business of the Company, such Affiliate or any other
Affiliate or on the Award holder’s ability to perform services for the Company
or any such Affiliate, including, without limitation, the proven or admitted
commission of any crime (other than an ordinary traffic violation), or
(iii) any material misconduct or material neglect of duties by the Award
holder in connection with the business or affairs of the Company or any such
Affiliate.
“Change of Control”
shall have
the meaning set forth in Section 13.
“Code”
means the Internal
Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.
“Committee”
shall have the
meaning set forth in Section 2.
“Disability”
means disability
as set forth in Section 22(e)(3) of the Code.
“Effective Date”
means the
date on which the Plan is approved by the Board of Directors as set forth in
Section 15.
“Eligible Person”
shall have
the meaning set forth in Section 4.
“Exchange Act”
shall mean the
Securities Exchange Act of 1934, as amended.
“Fair Market Value”
on any
given date means the closing price per share of the Stock on such date as
reported by such registered national securities exchange on which the Stock is
listed, or, if the Stock is not listed on such an exchange, as quoted on NASDAQ;
provided, that, if there is no trading on such date, Fair Market Value shall be
deemed to be the closing price per share on the last preceding date on which the
Stock was traded. If the Stock is not listed on any registered national
securities exchange or quoted on NASDAQ, the Fair Market Value of the Stock
shall be determined in good faith by the Committee.
“Incentive Stock Option”
means
any Stock Option designated and qualified as an “incentive stock option” as
defined in Section 422 of the Code.
“Independent Director”
means
any director who meets the independence requirement of NASDAQ Marketplace
Rule 4200(a)(15).
“Non-Employee Director”
means
any director who: (i) is not currently an officer of the Company or an
Affiliate, or otherwise currently employed by the Company or an Affiliate,
(ii) does not receive compensation, either directly or indirectly, from the
Company or an Affiliate, for services rendered as a consultant or in any
capacity other than as a director, except for an amount that does not exceed the
dollar amount for which disclosure would be required pursuant to
Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does
not possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) of Regulation S-K, and (iv) is
not engaged in a business relationship for which disclosure would be required
pursuant to Rule 404(b) of Regulation S-K.
“Non-Statutory Stock Option”
means any Stock Option that is not an Incentive Stock Option.
“Normal Retirement”
means
retirement in good standing from active employment with the Company and its
Affiliates in accordance with the retirement policies of the Company and its
Affiliates then in effect.
“Option”
or
“Stock Option”
means any
option to purchase shares of Stock granted pursuant to
Section 5.
“Outside Director”
means any
director who (i) is not an employee of the Company or of any “affiliated
group,” as such term is defined in Section 1504(a) of the Code, which
includes the Company (an “Affiliated Group Member”), (ii) is not a former
employee of the Company or any Affiliated Group Member who is receiving
compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the Company’s or any Affiliated Group Member’s taxable
year, (iii) has not been an officer of the Company or any Affiliated Group
Member and (iv) does not receive remuneration from the Company or any
Affiliated Group Member, either directly or indirectly, in any capacity other
than as a director. “Outside Director” shall be determined in accordance with
Section 162(m) of the Code and the Treasury regulations issued
thereunder.
“Restricted Stock Award”
means
an Award granted pursuant to Section 6.
“SEC”
means the Securities and
Exchange Commission or any successor authority.
“Stock”
means the common
stock, no par value per share, of the Company.
“Unrestricted Stock Award”
means Awards granted pursuant to Section 7.
SECTION
2
Administration
of Plan; Committee Authority to
Select
Participants and Determine Awards
(a)
Committee.
The
Plan shall be administered by the Compensation Committee of the Board (the
“Committee”) consisting of not less than two (2) persons each of whom
qualifies as an Independent Director but the authority and validity of any act
taken or not taken by the Committee shall not be affected if any person
administering or taking action with respect to the Plan is not an Independent
Director, an Outside Director or a Non-Employee Director. Except as the Board of
Directors shall by resolution provide otherwise, the Committee shall have full
and final authority to operate, manage and administer the Plan on behalf of the
Company.
(b)
Powers of
Committee.
The Committee shall have the power and authority to
grant and modify Awards consistent with the terms of the Plan, including the
power and authority:
(i) to
select the persons to whom Awards may from time to time be granted;
(ii) to
determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Statutory Stock Options, Restricted Stock, and Unrestricted Stock,
or any combination of the foregoing, granted to any one or more
participants;
(iii) to
determine the number of shares to be covered by any Award;
(iv) to
determine and modify the terms and conditions, including restrictions not
inconsistent with the terms of the Plan, of any Award, which terms and
conditions may differ among individual Awards and participants, and to approve
the form of written instruments evidencing the Awards; provided, however, that
no such action shall adversely affect rights under any outstanding Award without
the participant’s consent;
(v) to
accelerate the exercisability or vesting of all or any portion of any
Award;
(vi) to
extend the period in which any outstanding Stock Option (other than a
Non-Statutory Stock Option) may be exercised; and
(vii) to
adopt, alter and repeal such rules, guidelines and practices for administration
of the Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the Plan and any Award (including related
written instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection with
the Plan; and to otherwise supervise the administration of the
Plan.
(c)
Minutes.
The
Compensation Committee shall keep minutes of all meetings at which Awards are
made specifying the type of Award, number of shares, date and
terms. Copies of such minutes shall be maintained with the minutes of
the Board of Directors.
All
decisions and interpretations of the Committee shall be binding on all persons,
including the Company and Plan participants. No member or former member of the
Committee or the Board shall be liable for any action or determination made in
good faith with respect to this Plan.
SECTION
3
Shares
Issuable under the Plan;
Mergers;
Substitution
(a)
Shares Issuable.
The
maximum number of shares of Stock which may be issued in respect of Awards
granted under the Plan, subject to adjustment upon changes in capitalization of
the Company as provided in this Section 3, shall be 1,000,000 shares.
For purposes of this limitation, the shares of Stock underlying any Awards which
are forfeited, cancelled, reacquired by the Company or otherwise terminated
(other than by exercise) shares that are tendered in payment of the exercise
price of any Award and shares that are tendered or withheld for tax withholding
obligations shall be added back to the shares of Stock with respect to which
Awards may be granted under the Plan. Shares issued under the Plan may be
authorized but unissued shares or shares reacquired by the Company.
(b)
Stock Dividends, Mergers,
etc.
In the event that, after approval of the Plan by the
stockholders of the Company in accordance with Section 15, the Company
effects a stock dividend, stock split or similar change in capitalization
affecting the Stock, the Committee shall make appropriate adjustments in
(i) the number and kind of shares of stock or securities with respect to
which Awards may thereafter be granted (including without limitation the
limitations set forth in Sections 3(a) and (b) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and
(iii) the option or purchase price in respect of such shares. In the event
of any merger, consolidation, dissolution or liquidation of the Company, the
Committee in its sole discretion may, as to any outstanding Awards, make such
substitution or adjustment in the aggregate number of shares reserved for
issuance under the Plan and in the number and purchase price (if any) of shares
subject to such Awards as it may determine and as may be permitted by the terms
of such transaction, or accelerate, amend or terminate such Awards upon such
terms and conditions as it shall provide (which, in the case of the termination
of the vested portion of any Award, shall require payment or other consideration
which the Committee deems equitable in the circumstances), subject, however, to
the provisions of Section 13.
(c)
Substitute
Awards.
The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or an Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or an Affiliate or the acquisition by the Company or an Affiliate of
property or stock of the employing corporation. The Committee may direct that
the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.
SECTION
4
Eligibility
Awards
may be granted to officers, directors and employees of, and consultants and
advisers to, the Company or its Affiliates (“Eligible Persons”).
SECTION
5
Stock
Options
The
Committee may grant to Eligible Persons options to purchase stock.
Any Stock
Option granted under the Plan shall be in such form and containing such terms as
the Committee may from time to time approve, not inconsistent with the
provisions of this Plan, and, at a minimum, setting forth the exact number of
shares subject to the Stock Option and the exercise or grant price, which must
be no less than Fair Market Value.
Stock
Options granted under the Plan may be either Incentive Stock Options (subject to
compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise
so designated, an Option shall be a Non-Statutory Stock Option. To the extent
that any option does not qualify as an Incentive Stock Option, it shall
constitute a Non-Statutory Stock Option.
No
Incentive Stock Option shall be granted under the Plan after the tenth
anniversary of the date of adoption of the Plan by the Board.
The
Committee may also grant additional Non-Statutory Stock Options to purchase a
number of shares to be determined by the Committee in recognition of services
provided by a Non-Employee Director in his or her capacity as a director,
provided that such grants are in compliance with the requirements of
Rule 16b-3, as promulgated under the Securities Exchange Act of 1934, as
amended from time to time (“Rule 16b-3”).
The
Committee in its discretion may determine the effective date of Stock Options,
provided, however, that grants of Incentive Stock Options shall be made only to
persons who are, on the effective date of the grant, officers or employees of
the Company or an Affiliate. Stock Options granted pursuant to this
Section 5 shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable.
(a)
Exercise
Price.
The exercise price per share for the Stock covered by a
Stock Option granted pursuant to this Section 5 shall be determined by the
Committee at the time of grant but shall be not less than one hundred percent
(100%) of Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reason of the attribution rules applicable under
Section 424(d) of the Code) more than ten percent (10%) of the combined
voting power of all classes of stock of the Company or any subsidiary or parent
corporation and an Incentive Stock Option is granted to such employee, the
option price shall be not less than one hundred ten percent (110%) of Fair
Market Value on the date of grant.
(b)
Option Term.
The
term of each Stock Option shall be fixed by the Committee, but no Incentive
Stock Option shall be exercisable more than ten (10) years after the date
the option is granted. If an employee owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than ten percent
(10%) of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five (5) years
from the date of grant.
(c)
Exercisability; Rights of a
Shareholder.
Stock Options shall become vested and exercisable
at such time or times, whether or not in installments, as shall be determined by
the Committee. The Committee, in its discretion, may accelerate the
exercisability of all or any portion of any Stock Option only in circumstances
involving (i) a Change of Control of the Company, (ii) undue hardship,
including, but not limited to, death or disability of the option holder, and
(iii) a severance arrangement with a departing option holder. An optionee
shall have the rights of a shareholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.
(d)
Method of
Exercise.
Stock Options may be exercised in whole or in part,
by delivering written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by delivery
of cash or bank check or other instrument acceptable to the Committee in an
amount equal to the exercise price of such Options, or, to the extent provided
in the applicable Option Agreement, by one or more of the following
methods:
(i) by
delivery to the Company of shares of Common Stock of the Company that either
have been purchased by the optionee on the open market, or have been
beneficially owned by the optionee for a period of at least six months and are
not then subject to restriction under any Company plan (“mature shares”); such
surrendered shares shall have a fair market value equal in amount to the
exercise price of the Options being exercised; or
(ii) if
the class of Common Stock is registered under the Securities Exchange Act of
1934 at such time, by delivery to the Company of a properly executed exercise
notice along with irrevocable instructions to a broker to deliver promptly to
the Company cash or a check payable and acceptable to the Company for the
purchase price; provided that in the event that the optionee chooses to pay the
purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements
as the Committee shall prescribe as a condition of such payment procedure
(including, in the case of an optionee who is an executive officer of the
Company, such procedures and agreements as the Committee deems appropriate in
order to avoid any extension of credit in the form of a personal loan to such
officer). The Company need not act upon such exercise notice until the Company
receives full payment of the exercise price; or
(iii) by
reducing the number of Option shares otherwise issuable to the optionee upon
exercise of the Option by a number of shares of Common Stock having a fair
market value equal to such aggregate exercise price; provided, however, that the
optionee otherwise holds an equal number of mature shares; or
(iv) by
any combination of such methods of payment.
The
delivery of certificates representing shares of Stock to be purchased pursuant
to the exercise of a Stock Option will be contingent upon receipt from the
Optionee (or a purchaser acting in his stead in accordance with the provisions
of the Stock Option) by the Company of the full purchase price for such shares
and the fulfillment of any other requirements contained in the Stock Option or
imposed by applicable law.
(e)
Non-transferability of
Options.
Except as the Committee may provide with respect to a
Non-Statutory Stock Option, no Stock Option shall be transferable other than by
will or by the laws of descent and distribution and all Stock Options shall be
exercisable, during the optionee’s lifetime, only by the optionee.
(f)
Annual Limit on Incentive Stock
Options.
To the extent required for “incentive stock option”
treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the
Company or its Affiliates become exercisable for the first time by an optionee
during any calendar year shall not exceed $100,000.
(g)
Lockup
Agreement.
Each Option shall provide that the optionee shall
agree for a period of time (not to exceed 180 days) from the effective date
of any registration of securities of the Company (upon request of the Company or
the underwriters managing any underwritten offering of the Company’s securities)
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of, any shares issued pursuant to the exercise of such
Option, without the prior written consent of the Company or such underwriters,
as the case may be.
SECTION
6
Restricted
Stock Awards
(a)
Nature of Restricted Stock
Award.
The Committee in its discretion may grant Restricted
Stock Awards to any Eligible Person, entitling the recipient to acquire, for
such purchase price, if any, as may be determined by the Committee, shares of
Stock subject to such restrictions and conditions as the Committee may determine
at the time of grant (“Restricted Stock”), including continued employment and/or
achievement of pre-established performance goals and
objectives.
(b)
Acceptance of
Award.
A participant who is granted a Restricted Stock Award
shall have no rights with respect to such Award unless the participant shall
have accepted the Award within sixty (60) days (or such shorter date as the
Committee may specify) following the award date by making payment to the Company
of the specified purchase price, if any, of the shares covered by the Award and
by executing and delivering to the Company a written instrument that sets forth
the terms and conditions applicable to the Restricted Stock in such form as the
Committee shall determine.
(c)
Rights as a
Shareholder.
Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Restricted Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained
in the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock
shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.
(d)
Restrictions.
Shares
of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided herein. In the event
of termination of employment by the Company and its Affiliates for any reason
(including death, Disability, Normal Retirement and for Cause), the Company
shall have the right, at the discretion of the Committee, to repurchase shares
of Restricted Stock which have not then vested at their purchase price, or to
require forfeiture of such shares to the Company if acquired at no cost, from
the participant or the participant’s legal representative. The Company must
exercise such right of repurchase or forfeiture within ninety (90) days
following such termination of employment (unless otherwise specified in the
written instrument evidencing the Restricted Stock Award).
(e)
Vesting of Restricted
Stock.
The Committee at the time of grant shall specify the
date or dates and/or the attainment of pre-established performance goals,
objectives and other conditions on which the non-transferability of the
Restricted Stock and the Company’s right of repurchase or forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such
pre-established performance goals, objectives and other conditions, the shares
on which all restrictions have lapsed shall no longer be Restricted Stock and
shall be deemed “vested.” Subject to Section 11, the Committee, in its
discretion, may accelerate the exercisability of all or any portion of any
Restricted Stock Award only in circumstances involving (i) a Change of
Control of the Company, (ii) undue hardship, including, but not limited to,
death or disability of the Restricted Stock Award holder, and (iii) a
severance arrangement with a departing Restricted Stock Award
holder.
(f)
Waiver, Deferral and Reinvestment of
Dividends.
The written instrument evidencing the Restricted
Stock Award may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.
SECTION
7
Unrestricted
Stock Awards
(a)
Grant or Sale of Unrestricted
Stock.
The Committee in its discretion may grant or sell to
any Eligible Person shares of Stock free of any restrictions under the Plan
(“Unrestricted Stock”) at a purchase price determined by the Committee. Shares
of Unrestricted Stock may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration.
(b)
Restrictions on
Transfers.
The right to receive unrestricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, other than by will
or the laws of descent and distribution.
SECTION
8
Termination
of Stock Options
(a)
Incentive Stock
Options:
(i)
Termination by
Death.
If any participant’s employment by the Company and its
Affiliates terminates by reason of death, any Incentive Stock Option owned by
such participant may thereafter be exercised to the extent exercisable at the
date of death, by the legal representative or legatee of the participant, for a
period of one hundred eighty (180) days (or such longer period as the
Committee shall specify at any time) from the date of death, or until the
expiration of the stated term of the Incentive Stock Option, if
earlier.
(ii)
Termination by Reason of Disability
or Normal Retirement.
(A) Any
Incentive Stock Option held by a participant whose employment by the Company and
its Affiliates has terminated by reason of Disability may thereafter be
exercised, to the extent it was exercisable at the time of such termination, for
a period of ninety (90) days (or such longer period as the Committee shall
specify at any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.
(B) Any
Incentive Stock Option held by a participant whose employment by the Company and
its Affiliates has terminated by reason of Normal Retirement may thereafter be
exercised, to the extent it was exercisable at the time of such termination, for
a period of ninety (90) days (or such longer period as the Committee shall
specify at any time) from the date of such termination of employment, or until
the expiration of the stated term of the Option, if earlier.
(C) The
Committee shall have sole authority and discretion to determine whether a
participant’s employment has been terminated by reason of Disability or Normal
Retirement.
(iii)
Termination for
Cause.
If any participant’s employment by the Company and its
Affiliates has been terminated for Cause, any Incentive Stock Option held by
such participant shall immediately terminate and be of no further force and
effect; provided, however, that the Committee may, in its sole discretion,
provide that such Option can be exercised for a period of up to thirty
(30) days from the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.
(iv)
Other
Termination.
Unless otherwise determined by the Committee, if
a participant’s employment by the Company and its Affiliates terminates for any
reason other than death, Disability, Normal Retirement or for Cause, any
Incentive Stock Option held by such participant may thereafter be exercised, to
the extent it was exercisable on the date of termination of employment, for
thirty (30) days (or such other period as the Committee shall specify) from
the date of termination of employment or until the expiration of the stated term
of the Option, if earlier.
(b)
Non-Statutory Stock
Options.
Any Non-Statutory Stock Option granted under the Plan
shall contain such terms and conditions with respect to its termination as the
Committee, in its discretion, may from time to time determine.
SECTION
9
Tax
Withholding
(a)
Payment by
Participant.
Each participant shall, no later than the date as
of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state, local
and/or payroll taxes of any kind required by law to be withheld with respect to
such income. The Company and its Affiliates shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the participant.
(b)
Payment in
Shares.
A Participant may elect, with the consent of the
Committee, to have such tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to an Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award, or
(ii) delivering to the Company a number of mature shares of Stock with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the minimum withholding amount due.
(c)
Notice of Disqualifying
Disposition.
Each holder of an Incentive Option shall agree to
notify the Company in writing immediately after making a disqualifying
disposition (as defined in Section 421(b) of the Code) of any Stock
purchased upon exercise of an Incentive Stock Option.
SECTION
10
Transfer
and Leave of Absence
For
purposes of the Plan, the following events shall not be deemed a termination of
employment:
(a) a
transfer to the employment of the Company from an Affiliate or from the Company
to an Affiliate, or from one Affiliate to another;
(b) an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Committee otherwise so provides
in writing.
SECTION
11
Amendments
and Termination
The Board
may at any time amend or discontinue the Plan and the Committee may at any time
amend or cancel any outstanding Award (or provide substitute Awards at the same
or reduced exercise or purchase price or with no exercise or purchase price, but
such price, if any, must satisfy the requirements which would apply to the
substitute or amended Award if it were then initially granted under this Plan)
for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award
without the holder’s consent.
This Plan
shall terminate as of the tenth anniversary of its effective date. The Board may
terminate this Plan at any earlier time for any reason. No Award may be granted
after the Plan has been terminated. No Award granted while this Plan is in
effect shall be altered or impaired by termination of this Plan, except upon the
consent of the holder of such Award. The power of the Committee to construe and
interpret this Plan and the Awards granted prior to the termination of this Plan
shall continue after such termination.
SECTION
12
Status
of Plan
With
respect to the portion of any Award which has not been exercised and any
payments in cash, Stock or other consideration not received by a participant, a
participant shall have no rights greater than those of a general creditor of the
Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company’s obligations
to deliver Stock or make payments with respect to Awards hereunder, provided
that the existence of such trusts or other arrangements is consistent with the
provision of the foregoing sentence.
SECTION
13
Change
of Control Provisions
(a) Upon
the occurrence of a Change of Control as defined in this
Section 13:
(i) subject
to the provisions of clause (iii) below, after the effective date of such
Change of Control, each holder of an outstanding Stock Option, or Restricted
Stock Award shall be entitled, upon exercise of such Award, to receive, in lieu
of shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of
Control;
(ii) the
Committee may accelerate, fully or in part, the time for exercise of, and waive
any or all conditions and restrictions on, each unexercised and unexpired Stock
Option, and Restricted Stock Award, effective upon a date prior or subsequent to
the effective date of such Change of Control, as specified by the
Committee; or
(iii) each
outstanding Stock Option and Restricted Stock Award, may be cancelled by the
Committee as of the effective date of any such Change of Control provided that
(x) prior written notice of such cancellation shall be given to each holder
of such an Award and (y) each holder of such an Award shall have the right
to exercise such Award to the extent that the same is then exercisable or, in
full, if the Committee shall have accelerated the time for exercise of all such
unexercised and unexpired Awards, during the thirty (30) day period
preceding the effective date of such Change of Control.
(b) “Change
of Control” shall mean the occurrence of any one of the following
events:
(i) any
“person” (as such term is used in Sections 11(d) and 12(d)(2) of the
Exchange Act) becomes, after the Effective Date of this Plan, a “beneficial
owner” (as such term is defined in Rule 13d-3 promulgated under the
Exchange Act) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company’s then outstanding
securities; or
(ii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation or other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or
(iii) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets.
SECTION
14
General
Provisions
(a)
No Distribution; Compliance with
Legal Requirements.
The Committee may require each person
acquiring shares pursuant to an Award to represent to and agree with the Company
in writing that such person is acquiring the shares without a view to
distribution thereof.
No shares
of Stock shall be issued pursuant to an Award until all applicable securities
laws and other legal and stock exchange requirements have been satisfied. The
Committee may require the placing of such stop orders and restrictive legends on
certificates for Stock and Awards as it deems appropriate.
(b)
Delivery of Stock
Certificates.
Delivery of stock certificates to participants
under this Plan shall be deemed effected for all purposes when the Company or a
stock transfer agent of the Company shall have delivered such certificates in
the United States mail, addressed to the participant, at the participant’s last
known address on file with the Company.
(c)
Other Compensation Arrangements; No
Employment Rights.
Nothing contained in this Plan shall
prevent the Board from adopting other or additional compensation arrangements,
including trusts, subject to stockholder approval if such approval is required;
and such arrangements may be either generally applicable or applicable only in
specific cases. The adoption of the Plan or any Award under the Plan does not
confer upon any employee any right to continued employment with the Company or
any Affiliate.
SECTION
15
Effective
Date of Plan
This Plan
shall become effective upon its adoption by the Company’s Board of Directors. If
the Plan shall not be approved by the shareholders of the Company within twelve
months following its adoption, this Plan shall terminate and be of no further
force or effect.
SECTION
16
Governing
Law
This Plan
shall be governed by, and construed and enforced in accordance with, the
substantive laws of the State of Missouri without regard to its principles of
conflicts of laws.
Approved
by the Board of Directors April 2, 2009.
Approved
by the Shareholders May 28, 2009.
Exhibit
10.2
Form of
RELIV’
INTERNATIONAL, INC.
INCENTIVE STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT
,
made and entered into this ___ day of __________, 20_____, between Reliv’
International, Inc. (hereinafter the “Company”), and ____________________
(hereinafter “Employee”).
WHEREAS,
the Company has
employed Employee and continues to employ Employee as of this date;
and
WHEREAS
, the Company, as a
further incentive to Employee to devote his best efforts on behalf of the
Company and remain in the employ of the Company, desires to grant an option to
Employee to purchase shares of the Company’s stock;
NOW, THEREFORE,
it is hereby
agreed:
1.
Grant
. The Company
hereby grants to Employee, subject to the terms and conditions set forth herein
and in the Company’s 2009 Incentive Stock Plan (the “Plan”) which is
incorporated herein by reference, an Incentive Stock Option (the “Option”), as
defined in the Plan, to purchase __________ shares of Stock of the Company.
Unless otherwise defined herein, capitalized terms used in this Agreement that
are defined in the Plan have the meaning set forth in the Plan.
2.
Option Terms
. This
Option is subject to the following terms and conditions:
2.1.
Exercise Price
. The
exercise price for shares purchased pursuant to this Option shall be $_____ per
share. The exercise price set forth above is equal to or greater than 100% of
the Fair Market Value of a share of the Company’s Stock as of the date of this
Agreement, except that if Employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation, such exercise price is not less than 110% of
the Fair Market Value of a share of the Company’s Stock as of the date of this
Agreement. In all cases, Fair Market Value shall be determined in a manner that
satisfies the applicable requirements of Section 409A of the
Code.
2.2.
Transfer of
Option
. This Option is not transferable except by will or the
laws of descent and distribution, and shall not be exercisable during Employee’s
lifetime by any person other than Employee or his guardian or legal
representative.
2.3.
Vesting
. The Options
shall become exercisable in accordance with the vesting schedule and performance
targets (each a “Performance Target”) set forth in
Schedule A
attached
hereto.
2.4.
Method of Exercise
.
The Options may be exercised in whole or in part, by delivering written notice
of exercise to the Company, specifying the number of shares to be purchased.
Payment of the purchase price may be made by delivery of cash, bank check or
other instrument acceptable to the Committee in an amount equal to the exercise
price of such Options, or by one or more of the methods specified in Section 5
of the Plan.
2.5.
Termination of
Employment
.
(a)
Disability
. If
Employee’s employment by, or relationship with, the Company or its subsidiaries
shall terminate as a result of Employee’s Disability, this Option (to the extent
not previously lapsed or terminated) may thereafter be exercised, to the extent
it was exercisable at the time of such termination, for a period of 90 days
(or such longer period as the Committee shall specify at any time) from the date
of such termination of employment, or until the expiration of the stated term of
the Option, if earlier.
(b)
Death
. In
the event of the death of Employee, this Option (to the extent not previously
lapsed or terminated) may be exercised to the extent exercisable at the date of
death, by the legal representative or legatee of Employee, for a period of three
months commencing on the date of death, or until the expiration of the stated
term of the Option, if earlier.
(c)
Retirement
. If
Employee’s employment by the Company shall terminate by reason of Employee’s
retirement in accordance with Company policies, this Option (to the extent not
previously lapsed or terminated) may thereafter be exercised, to the extent it
was exercisable at the time of such termination, for a period of three months
commencing on the date of such termination of employment, or until the
expiration of the stated term of the Option, if earlier.
(d)
Termination for
Cause
. If Employee’s employment by the Company and its Affiliates has
been terminated for Cause, the Option shall immediately terminate and be of no
further force and effect; provided, however, that the Committee may, in its sole
discretion, provide that such Option can be exercised for a period of up to one
month commencing on the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.
(e)
Other Termination
.
Unless otherwise determined by the Committee, if Employee’s employment by the
Company and its Affiliates terminates for any reason other than death,
Disability, Normal Retirement or for Cause, the Option may thereafter be
exercised, to the extent it was exercisable on the date of termination of
employment, for a period of up to one month commencing on the date of
termination of employment or until the expiration of the stated term of the
Option, if earlier.
2.6.
Term of
Option
. This Option shall expire ten years from the date of
its issuance, except that if Employee owns or is deemed to own (by reason of the
attribution rules applicable under Section 424(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
subsidiary or parent corporation, this Option shall expire five years from the
date of its issuance.
2.7.
Lock-up Agreement
.
Employee agrees that, if so requested by the Company or the underwriters
managing any underwritten offering of the Company’s securities, Employee will
not sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, any shares issued pursuant to the exercise of such Option,
without the prior written consent of the Company or such underwriters, as the
case may be, for a period of 180 days (or such lesser time period as the
Company may establish) from the effective date of any registration of securities
of the Company under the Securities Act of 1933, as amended.
2.8.
Adjustment Upon Certain
Financing or Changes in Capitalization
. As provided in the Plan,
(a) the number of shares of Stock subject to this Option and the exercise
price shall be adjusted as the Committee shall determine to be appropriate in
the event of a stock dividend, stock split or similar change in capitalization
affecting the Stock and (b) in the event of any merger, consolidation,
dissolution or liquidation of the Company, the Committee in its sole discretion
may make such substitution or adjustment in the number of shares of Stock
subject to the Option and the exercise price of the Option as it may determine
and as may be permitted by the terms of such transaction, or accelerate, amend
or terminate the Option upon such terms and conditions as it shall provide
(which, in the case of the termination of the vested portion of the Option,
shall require payment or other consideration that the Committee deems equitable
in the circumstances), subject, however, to the provisions of Section 13 of
the Plan.
2.9.
No Fractional
Shares
. In no event shall the Company be required
to issue fractional shares upon the exercise of this Option, and in lieu thereof
may issue numbers of shares rounded up or down to the nearest whole
share.
3.
Tax
Matters
.
3.1.
Incentive Stock Option.
The Option is intended to qualify as an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Notwithstanding the foregoing, the Option will not qualify as an “incentive
stock option,” among other events, (a) if Employee disposes of the Stock
acquired pursuant to the Option at any time during either of the two year period
following the date of this Agreement or the one year period following the date
on which the Option is exercised, (b) except in the event of Employee’s
death or disability, as defined in Section 22(e)(3) of the Code, if the
Employee is not employed by the Company (or any Affiliate) at all times during
the period beginning on the date of this Agreement and ending on the day three
months before the date of exercise of the Option or (c) to the extent the
aggregate fair market value (determined as of the time the Option is granted) of
the Stock subject to “incentive stock options” that become exercisable for the
first time in any calendar year exceeds $100,000. To the extent that the Option
does not qualify as an “incentive stock option,” it shall not affect the
validity of the Option and shall constitute a separate non-qualified stock
option.
3.2.
Disqualifying
Disposition
. Employee agrees to notify the Company in writing immediately
after making a disqualifying disposition (as defined in Section 421(b) of
the Code) of any Stock purchased upon exercise of the Option.
3.3.
Withholding
. Employee
shall, no later than the date as of which the value of the Option or any Stock
or other amounts received under the Option first becomes includable in the gross
income of Employee for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of any federal,
state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant. Employee may elect, with the consent
of the Committee, to have such tax withholding obligation satisfied, in whole or
in part, by (a) authorizing the Company to withhold from shares of Stock to
be issued pursuant to the Option a number of shares with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due with respect to such Award or (b) delivering
to the Company a number of mature shares of Stock with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due.
4.
Change of Control
.
Upon the occurrence of a Change of Control as defined in Section 13 of the
Plan:
4.1.
Subject to the provisions
of Section 4.3 below, after the effective date of such Change of Control,
Employee shall be entitled, upon exercise of the Option, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of
Control.
4.2.
The Committee may
accelerate, fully or in part, the time for exercise of, and waive any or all
conditions and restrictions on, the Option (to the extent the Option is
unexercised and unexpired) effective upon a date prior or subsequent to the
effective date of such Change of Control, as specified by the
Committee.
4.3.
The Option may be cancelled
by the Committee as of the effective date of any such Change of Control provided
that (a) prior written notice of such cancellation shall be given to
Employee and (b) Employee shall have the right to exercise the Option to
the extent that the same is then exercisable or, in full, if the Committee shall
have accelerated the time for exercise of the Option (to the extent unexercised
and unexpired), during the 30 day period preceding the effective date of
such Change of Control.
5.
General
.
5.1.
Shareholder Rights
.
Employee has no rights as a shareholder of the Company unless and until the
Stock relating to the exercise of the Option has been issued (or an appropriate
book entry has been made). Except as described in the Plan, no adjustments are
made for dividends or other rights if the applicable record date occurs before
Employee’s Stock is issued (or an appropriate book entry has been
made).
5.2.
Employment Rights
.
The adoption of the Plan or the Option do not confer upon Employee any right to
continued employment with the Company or any Affiliate.
5.3.
Consent to Electronic
Delivery
. Certain statutory materials relating to the Plan may be
delivered to Employee in electronic form. By accepting this Option, Employee
consents to electronic delivery and acknowledge receipt of these materials,
including the Plan and the Plan prospectus.
5.4.
Governing Law
. The
Agreement shall be governed by and shall be construed according to the laws of
the State of Missouri.
5.5.
Entire Agreement
. The
foregoing, together with and subject to all the terms and conditions of the
Plan, is the entire agreement between the Company and Employee with respect to
this Option and may not be altered, modified, changed or discharged except in a
writing signed by a duly authorized officer or director of the
Company.
IN WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
|
|
RELIV’
INTERNATIONAL, INC.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
EMPLOYEE:
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Exhibit
10.3
Form of
RELIV’
INTERNATIONAL, INC.
NON-STATUTORY STOCK OPTION
AGREEMENT
THIS NON-STATUTORY STOCK OPTION
AGREEMENT
is made and entered into this ___ day of __________, 20_____,
by and between Reliv’ International, Inc. (hereinafter the “Company”), and
____________________”) (hereinafter “Employee”).
WHEREAS,
the Company has
employed Employee and continues to employ Employee as of this date;
and
WHEREAS,
the Company, as a
further incentive to Employee to devote his best efforts on behalf of the
Company and remain in the employ of the Company, desires to grant an option to
Employee to purchase shares of the Company’s stock;
NOW, THEREFORE,
it is hereby
agreed:
1.
Grant
. The
Company hereby grants to Employee, subject to the terms and conditions set forth
herein and in the Company’s 2009 Incentive Stock Plan (the “Plan”) which is
incorporated herein by reference, a Non-Qualified Stock Option (the “Option”),
as defined in the Plan, to __________ shares of the authorized and unissued
Stock of the Company. Unless otherwise defined herein, capitalized terms used in
this Agreement that are defined in the Plan have the meaning set forth in the
Plan.
2.
Option
Terms
. This Option is subject to the following terms and
conditions:
2.1.
Exercise
Price
. The exercise price for shares purchased pursuant to
this Option shall be $_____ per share. The exercise price set forth
above is equal to or greater than 100% of the Fair Market Value of a share of
the Company’s Stock. In all cases, Fair Market Value shall be determined in a
manner that satisfies the applicable requirements of Section 409A of the
Code.
2.2.
Transfer
Option
. This Option is not transferable except by will or the
laws of descent and distribution, and shall not be exercisable during Employee’s
lifetime by any person other than Employee or his guardian or legal
representative.
2.3.
Vesting
. The
Options shall become exercisable in accordance with the vesting schedule and
performance targets (each a “Performance Target”) set forth in
Schedule A
attached
hereto.
2.4.
Method of
Exercise
. The Options may be exercised in whole or in part, by
delivering written notice of exercise to the Company, specifying the number of
shares to be purchased. Payment of the purchase price may be made by delivery of
cash, bank check or other instrument acceptable to the Committee in an amount
equal to the exercise price of such Options, or by one or more of the methods
specified in Section 5 of the Plan.
2.5.
Termination of
Employment
.
(a)
Disability
. If
Employee’s employment by, or relationship with, the Company or its subsidiaries
shall terminate as a result of Employee’s Disability, this Option (to the extent
not previously lapsed or terminated) may thereafter be exercised, to the extent
it was exercisable at the time of such termination, for a period of 90 days
(or such longer period as the Committee shall specify at any time) from the date
of such termination of employment, or until the expiration of the stated term of
the Option, if earlier.
(b)
Death
. In
the event of the death of Employee, this Option (to the extent not previously
lapsed or terminated) may be exercised to the extent exercisable at the date of
death, by the legal representative or legatee of Employee, for a period of six
months (or such longer period as the Committee shall specify at any time)
commencing on the date of death, or until the expiration of the stated term of
the Option, if earlier.
(c)
Retirement
. If
Employee’s employment by the Company shall terminate by reason of Employee’s
retirement in accordance with Company policies, this Option (to the extent not
previously lapsed or terminated) may thereafter be exercised, to the extent it
was exercisable at the time of such termination, for a period of three months
(or such longer period as the Committee shall specify at any time) commencing on
the date of such termination of employment, or until the expiration of the
stated term of the Option, if earlier.
(d)
Termination for
Cause
. If Employee’s employment by the Company and its Affiliates has
been terminated for Cause, the Option shall immediately terminate and be of no
further force and effect; provided, however, that the Committee may, in its sole
discretion, provide that such Option can be exercised for a period of up to one
month commencing on the date of termination of employment or until the
expiration of the stated term of the Option, if earlier.
(e)
Other Termination
.
Unless otherwise determined by the Committee, if Employee’s employment by the
Company and its Affiliates terminates for any reason other than death,
Disability, Normal Retirement or for Cause, the Option may thereafter be
exercised, to the extent it was exercisable on the date of termination of
employment, for 30 days (or such other period as the Committee shall
specify) from the date of termination of employment or until the expiration of
the stated term of the Option, if earlier.
2.6.
Term of
Option
. This Option shall expire five years from the date of
its issuance.
2.7.
Lock-up
Agreement
. Employee agrees that, if so requested by the
Company or the underwriters managing any underwritten offering of the Company’s
securities, Employee will not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of, any shares issued pursuant
to the exercise of such Option, without the prior written consent of the Company
or such underwriters, as the case may be, for a period of 180 days (or such
lesser time period as the Company may establish) from the effective date of any
registration of securities of the Company under the Securities Act of 1933, as
amended.
2.8.
Adjustment Upon Certain
Financing or Changes in Capitalization
. As provided in the
Plan, (a) the number of shares of Stock subject to this Option and the
exercise price shall be adjusted as the Committee shall determine to be
appropriate in the event of a stock dividend, stock split or similar change in
capitalization affecting the Stock and (b) in the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may make such substitution or adjustment in the number of shares
of Stock subject to the Option and the exercise price of the Option as it may
determine and as may be permitted by the terms of such transaction, or
accelerate, amend or terminate the Option upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
the Option, shall require payment or other consideration that the Committee
deems equitable in the circumstances), subject, however, to the provisions of
Section 13 of the Plan.
2.9.
No Fractional
Shares. In no event shall the Company be required to issue
fractional shares upon the exercise of this Option, and in lieu thereof may
issue numbers of shares rounded up or down to the nearest whole
share.
3.
Tax
Withholding
. Employee shall, no later than the date as of
which the value of the Option or any Stock or other amounts received under the
Option first becomes includable in the gross income of Employee for federal
income tax purposes, pay to the Company, or make arrangements satisfactory to
the Committee regarding payment of any federal, state, local and/or payroll
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. Employee may elect, with the consent of the Committee, to have such
tax withholding obligation satisfied, in whole or in part, by
(a) authorizing the Company to withhold from shares of Stock to be issued
pursuant to the Option a number of shares with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the minimum
withholding amount due with respect to such Award or (b) delivering to the
Company a number of mature shares of Stock with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the minimum
withholding amount due.
4.
Change of
Control
. Upon the occurrence of a Change of Control as defined
in Section 13 of the Plan:
4.1.
Subject to the provisions
of Section 4.2 below, after the effective date of such Change of Control,
Employee shall be entitled, upon exercise of the Option, to receive, in lieu of
shares of Stock (or consideration based upon the Fair Market Value of Stock),
shares of such stock or other securities, cash or property (or consideration
based upon shares of such stock or other securities, cash or property) as the
holders of shares of Stock received in connection with the Change of
Control.
4.2.
The Committee may
accelerate, fully or in part, the time for exercise of, and waive any or all
conditions and restrictions on, the Option (to the extent the Option is
unexercised and unexpired) effective upon a date prior or subsequent to the
effective date of such Change of Control, as specified by the
Committee.
4.3.
The Option may be cancelled
by the Committee as of the effective date of any such Change of Control provided
that (a) prior written notice of such cancellation shall be given to
Employee and (b) Employee shall have the right to exercise the Option to
the extent that the same is then exercisable or, in full, if the Committee shall
have accelerated the time for exercise of the Option (to the extent unexercised
and unexpired), during the 30 day period preceding the effective date of
such Change of Control.
5.
General
.
5.1.
Shareholder
Rights
. Employee has no rights as a shareholder of the Company
unless and until the Stock relating to the exercise of the Option has been
issued (or an appropriate book entry has been made). Except as described in the
Plan, no adjustments are made for dividends or other rights if the applicable
record date occurs before Employee’s Stock is issued (or an appropriate book
entry has been made).
5.2.
Employment
Rights
. The adoption of the Plan or the Option do not confer
upon Employee any right to continued employment with the Company or any
Affiliate.
5.3.
Consent to Electronic
Delivery
. Certain statutory materials relating to the Plan may
be delivered to Employee in electronic form. By accepting this Option, Employee
consents to electronic delivery and acknowledge receipt of these materials,
including the Plan and the Plan prospectus.
5.4.
Governing
Law
. The Agreement shall be governed by and shall be construed
according to the laws of the State of Missouri.
5.5.
Entire
Agreement
. The foregoing, together with and subject to all the
terms and conditions of the Plan, is the entire agreement between the Company
and Employee with respect to this Option and may not be altered, modified,
changed or discharged except in a writing signed by a duly authorized officer or
director of the Company.
IN WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
|
|
RELIV’
INTERNATIONAL, INC.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
EMPLOYEE:
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Exhibit
10.4
Form of
RELIV’
INTERNATIONAL, INC.
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK
AGREEMENT
, made and entered into this ___ day of __________, 20_____,
between Reliv’ International, Inc. (hereinafter the “Company”), and
____________________ (hereinafter “Employee”).
WHEREAS,
the Company has
employed Employee and continues to employ Employee as of this date;
and
WHEREAS
, the Company, as a
further incentive to Employee to devote his best efforts on behalf of the
Company and remain in the employ of the Company, desires to grant to Employee to
shares of the Company’s stock;
NOW, THEREFORE,
it is hereby
agreed:
1.
Grant
. The Company
hereby grants to Employee, subject to the terms and conditions set forth herein
and in the Company’s 2009 Incentive Stock Plan (the “Plan”) which is
incorporated herein by reference, the right to purchase __________ shares (the
“Restricted Stock”) of Stock of the Company. Unless otherwise defined herein,
capitalized terms used in this Agreement that are defined in the Plan have the
meaning set forth in the Plan.
2.
Restricted Stock
Terms
. The Restricted Stock is subject to the following terms and
conditions:
2.1.
Purchase
Price
. The purchase price for the Restricted Stock shall be
$_____ per share. Employee shall have no rights with respect to such Restricted
Stock unless Employee shall have accepted executed this Agreement and paid the
aggregate purchase price per share of the Restricted Stock within 60 days
following the date set forth above. Subject to the restrictions set forth in
this Agreement (including Sections 2.2, 2.3 and 2.5), upon complying with the
preceding sentence, Employee shall have all the rights of a shareholder with
respect to the Restricted Stock. Unless the Committee shall otherwise determine,
any certificate evidencing shares of the Restricted Stock shall remain in the
possession of the Company until such shares are vested as provided in Section
2.4 below.
2.2.
Transfer of Restricted
Stock
. The Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein.
2.3.
Repurchase or
Forfeiture
. In the event of termination of employment by the Company and
its Affiliates for any reason (including death, Disability, Normal Retirement
and for Cause), the Company shall have the right, at the discretion of the
Committee, to repurchase at their purchase price from Employee or Employee’s
legal representative any shares of the Restricted Stock that have not then
vested, or to require forfeiture of such shares to the Company if the Restricted
Stock was acquired at no cost. No additional shares of Restricted Stock will
vest after termination of employment for any reason. The Company must exercise
such right of repurchase or forfeiture within 90 days following such termination
of employment.
2.4.
Vesting
. The
Restricted Stock shall vest in accordance with the vesting schedule and
performance targets (each a “Performance Target”) set forth in
Schedule A
attached
hereto. Upon vesting, the restrictions on transfer set forth in Section 2.2 and
the Company’s right of repurchase or forfeiture set forth in Section 2.3 shall
lapse. Subject to Section 11 of the Plan, the Committee, in its discretion,
may accelerate the vesting of all or any portion of the Restricted Stock in the
circumstances set forth in the Plan.
2.5.
Dividends
. [Dividends
on the Restricted Stock shall be paid to Employee without regard to whether the
Restricted Stock or any portion thereof shall have vested as provided in this
Agreement.]
[OR]
[Dividends on the Restricted Stock shall be paid to Employee only with
respect to those shares of Restricted Stock that are vested as provided herein.
Employee hereby waives his or her right to receive any dividends declared and
paid by the Company with respect to any shares of Restricted Stock that have not
vested as provided in this Agreement.]
2.6.
Certificate; Book Entry
Form; Legend
. The Company shall issue the shares of Restricted Stock
either (a) in certificate form or (ii) in book entry form, registered
in the name of Employee, with legends, or notations, as applicable, referring to
the terms, conditions, and restrictions applicable to such Restricted Stock. Any
certificate issued for Restricted Stock prior to vesting will be inscribed with
the following legend:
“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) relating to
Restricted Stock contained in the Reliv’ International, Inc. 2009 Incentive
Stock Plan and an Agreement entered into between the registered owner and Reliv’
International, Inc. Copies of such Plan and Agreement are on file at the
principal office of Reliv’ International, Inc.”
2.7.
Lock-up Agreement
.
Employee agrees that, if so requested by the Company or the underwriters
managing any underwritten offering of the Company’s securities, Employee will
not sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of, any shares of the Restricted Stock, without the prior
written consent of the Company or such underwriters, as the case may be, for a
period of 180 days (or such lesser time period as the Company may
establish) from the effective date of any registration of securities of the
Company under the Securities Act of 1933, as amended.
2.8.
Adjustment Upon Certain
Financing or Changes in Capitalization
. As provided in the Plan,
(a) the number of shares of Restricted Stock and the purchase price shall
be adjusted as the Committee shall determine to be appropriate in the event of a
stock dividend, stock split or similar change in capitalization affecting the
Stock and (b) in the event of any merger, consolidation, dissolution or
liquidation of the Company, the Committee in its sole discretion may make such
substitution or adjustment in the number of shares of Restricted Stock and the
purchase price as it may determine and as may be permitted by the terms of such
transaction, or accelerate, amend or terminate this Agreement and any unvested
Restricted Stock upon such terms and conditions as it shall provide (which, in
the case of the termination of the vested portion of the Restricted Stock, shall
require payment or other consideration that the Committee deems equitable in the
circumstances), subject, however, to the provisions of Section 13 of the
Plan.
3.
Tax
Matters
.
3.1.
Section 83(b)
Election
. Employee acknowledges that he or she may file an election
pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market
Value of the shares of Restricted Stock (less any purchase price paid for the
shares), provided that such election must be filed with the Internal Revenue
Service no later than 30 days after the date of this Agreement. Employee will
seek the advice of his or her own tax advisors as to the advisability of making
such a Section 83(b) election, the potential consequences of making such an
election and the other tax consequences of the award made pursuant to this
Agreement under federal, state, and any other laws that may be applicable. The
Company and its affiliates and agents have not and are not providing any tax
advice to Employee.
3.2.
Withholding
. Employee
shall, no later than the date as of which the value of the Restricted Stock or
other amounts received under this Agreement first becomes includable in the
gross income of Employee for federal income tax purposes, pay to the Company, or
make arrangements satisfactory to the Committee regarding payment of any
federal, state, local and/or payroll taxes of any kind required by law to be
withheld with respect to such income. The Company and its Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant. Employee may elect, with
the consent of the Committee, to have such tax withholding obligation satisfied,
in whole or in part, by (a) authorizing the Company to withhold from shares
of Stock to be delivered to Employee pursuant to this Agreement a number of
shares with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the minimum withholding amount due with respect to
such Award or (b) delivering to the Company a number of mature shares of
Stock with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the minimum withholding amount due.
4.
Change of Control
.
Upon the occurrence of a Change of Control as defined in Section 13 of the
Plan:
4.1.
Subject to the provisions
of Section 4.3 below, after the effective date of such Change of Control and
provided Employee has timely paid the purchase price as provided in 2.1,
Employee shall be entitled to receive, in lieu of shares of Stock (or
consideration based upon the Fair Market Value of Stock), shares of such stock
or other securities, cash or property (or consideration based upon shares of
such stock or other securities, cash or property) as the other holders of shares
of Stock received in connection with the Change of Control.
4.2.
The Committee may
accelerate, fully or in part, the time for vesting of, and waive any or all
conditions and restrictions on such vesting, the Restricted Stock) effective
upon a date prior or subsequent to the effective date of such Change of Control,
as specified by the Committee.
4.3.
This Agreement may be
cancelled by the Committee as of the effective date of any such Change of
Control provided that (a) prior written notice of such cancellation shall
be given to Employee and (b) Employee shall have the right to exercise his
or her rights under this Agreement and the Restricted Stock to the extent that
the same is then exercisable or, in full, if the Committee shall have
accelerated the time for exercise of such unexercised and unexpired Restricted
Stock during the 30 day period preceding the effective date of such Change
of Control.
5.
General
.
5.1.
Shareholder Rights
.
Employee has no rights as a shareholder of the Company unless and until the
Restricted Stock has been issued (or an appropriate book entry has been
made).
5.2.
Employment Rights
.
The adoption of the Plan or the award of Restricted Stock do not confer upon
Employee any right to continued employment with the Company or any
Affiliate.
5.3.
Consent to Electronic
Delivery
. Certain statutory materials relating to the Plan may be
delivered to Employee in electronic form. By accepting the Restricted Stock,
Employee consents to electronic delivery and acknowledge receipt of these
materials, including the Plan and the Plan prospectus.
5.4.
Governing Law
. The
Agreement shall be governed by and shall be construed according to the laws of
the State of Missouri.
5.5.
Entire Agreement
. The
foregoing, together with and subject to all the terms and conditions of the
Plan, is the entire agreement between the Company and Employee with respect to
the Restricted Stock and may not be altered, modified, changed or discharged
except in a writing signed by a duly authorized officer or director of the
Company.
IN WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
|
|
RELIV’
INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
EMPLOYEE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
Exhibit
23.1
(See
Exhibit 5)
Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 2009 Incentive Stock Plan of Reliv’ International, Inc.
of our report dated March 12, 2010 with respect to the consolidated financial
statements of Reliv’ International, Inc., included in its Annual Report (Form
10-K) for the year ended December 31, 2009, filed with the Securities and
Exchange Commission.
/s/ Ernst
& Young LLP
St.
Louis, Missouri
December
2, 2010
Exhibit
24
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 30, 2010.
|
|
/s/ Robert L. Montgomery
|
|
|
Name:
|
Robert L.
Montgomery
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 30, 2010.
|
|
/s/ Steven D. Albright
|
|
|
Name:
|
Steven D.
Albright
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ Stephen M. Merrick
|
|
|
Name:
|
Stephen M.
Merrick
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ Carl W. Hastings
|
|
|
Name:
|
Carl W.
Hastings
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ Donald L. McCain
|
|
|
Name:
|
Donald L.
McCain
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ John B. Akin
|
|
|
Name:
|
John B.
Akin
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ Robert M. Henry
|
|
|
Name:
|
Robert M.
Henry
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ Denis St. John
|
|
|
Name:
|
Denis St.
John
|
POWER
OF ATTORNEY
REGISTRATION
STATEMENT ON FORM S-8
RELIV’
INTERNATIONAL, INC.
KNOW ALL MEN BY THESE
PRESENTS
, that the individual whose signature appears below constitutes
and appoints Robert L. Montgomery, Stephen M. Merrick and Steven D. Albright,
and each of them, his or her true and lawful attorneys-in-fact and agents with
full and several power of substitution, for him or her and his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, and hereby ratifies and confirms all that each of
said attorneys-in-fact and agents or any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Effective
as of November 18, 2010.
|
|
/s/ John M. Klimek
|
|
|
Name:
|
John M.
Klimek
|