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GNBT > SEC Filings for GNBT > Form 8-K on 1-Nov-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and Ex

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On October 30, 2013, the Board of Directors approved the following stock option grants to certain of Company's named executive officers and directors in full and final payment of the Company's obligation to pay such individuals deferred salary as of October 31, 2013, which grants became effective upon each optionee's execution of a settlement and release agreement on the dates set forth below:

Named Executive                              Effective Date  Options to Purchase
                                                of Grant          Shares of
                                                                 Common Stock
Mark Fletcher, President and Chief Executive   October 31,        2,254,640
Officer                                           2013
David Brusegard, Chief Operating Officer       October 31,         845,492
Eric von Hofe, President of Antigen Express,   October 31,         988,029
Inc.                                              2013
Stephen Fellows, Chief Financial Officer       October 31,         845,492
John Barratt, Director                         October 31,        1,810,345
Brian McGee, Director                          October 31,         890,804
James Anderson, Director                       October 31,         718,391

The options are being issued in lieu of cash payment of deferred salary amounts due to such individuals. The executives and directors listed above, as well as certain other key employees, previously agreed to defer a portion (or all in the case of the directors) of their salary in an effort to assist the Company with its cash flow requirements. The number of options being granted to each individual is equal to the dollar amount of deferred salary due to such individual divided by the closing price of the Company's common stock on the OTC Bulletin Board on October 30, 2013 ($0.03). The stock options have an exercise price equal to $0.001 per share. The grants were made pursuant to the terms of the Company's 2001 Stock Plan and 2006 Stock Plan and will be memorialized in an option agreement, the form of which has been used in the past by the Company and previously filed as an exhibit to past periodic filings. The options awarded shall become fully vested on January 1, 2014 and shall expire on the fifth anniversary of the date of grant, subject to earlier termination under the terms set forth in the 2001 Stock Plan or 2006 Stock Plan, as applicable.

The foregoing is only a summary of the settlement and release agreement and the option agreements and does not purport to be a complete description of the rights and obligations of the parties thereunder. The foregoing description of the settlement and release agreement is qualified in its entirety by reference to the settlement and release agreement, which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following is a complete list of Exhibits filed as part of this Current Report on Form 8-K. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No. Description

10.1 Form of Settlement and Release Agreement between Generex Biotechnology Corporation and each optionee.

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