Delaware
|
98-0178636
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
33 Harbour Square, Suite 202, Toronto,
Canada
|
M5J 2G2
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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None
|
Not
applicable
|
|
(Title
of each class)
|
(Name
of each exchange on which
registered)
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Common
Stock, $.001 par value per share
|
(Title
of class)
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Large
accelerated filer o
|
Accelerated
filer þ
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Non-accelerated
filer o
(Do not check
if a smaller reporting company)
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Smaller
reporting company o
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Page
|
||
Part III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance.
|
2
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Item
11.
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Executive
Compensation.
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6
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
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19
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Item
13.
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Certain
Relationships and Related Transactions, and Director
Independence.
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21
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Item
14.
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Principal
Accountant Fees and Services.
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22
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Part IV
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||
Item
15.
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Exhibits
and Financial Statement Schedules.
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22
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Signatures
|
23
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Name
|
Age
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Position Held with
Generex
|
||
Mark
Fletcher, Esquire
|
45
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Interim
President/Chief Executive Officer, General Counsel and
Secretary
|
||
Rose
C. Perri
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43
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Chief
Operating Officer, Chief Financial Officer, Treasurer and
Director
|
||
Anna
E. Gluskin
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59
|
Director
|
||
John
P. Barratt
|
66
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Chairman
of the Board
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||
Brian
T. McGee
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50
|
Director
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||
Nola
E. Masterson
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63
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Director
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Name of
Executive Officer or
Director
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No. of Shares of
Common Stock
Underlying Option
|
Exercise
Price per Share
|
Grant Date
|
Original Expiration
Date
|
Extended
Expiration Date
|
||||||||
Anna
Gluskin
|
250,000
|
$ | 0.61 |
12/13/04
|
12/12/09
|
10/26/14
|
|||||||
1,120,704
|
$ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
||||||||
Rose
Perri
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250,000
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$ | 0.61 |
12/13/04
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12/12/09
|
10/26/14
|
|||||||
576,752
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$ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
||||||||
Mark
Fletcher
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250,000
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$ | 0.61 |
12/13/04
|
12/12/09
|
10/26/14
|
|||||||
470,726
|
$ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
||||||||
John
P. Barratt
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70,000
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$ | 0.94 |
10/26/04
|
10/26/09
|
10/26/14
|
|||||||
35,714
|
$ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
||||||||
100,000
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$ | 0.56 |
4/5/05
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4/4/10
|
10/26/14
|
||||||||
Brian
T. McGee
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70,000
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$ | 0.94 |
10/26/04
|
10/26/09
|
10/26/14
|
|||||||
35,714
|
$ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
||||||||
100,000
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$ | 0.56 |
4/5/05
|
4/4/10
|
10/26/14
|
|
•
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the
expected transition of the company from a development stage company to an
operating company;
|
|
•
|
the
nature of the regulatory approval process for the company’s products;
and
|
|
·
|
ArQule
(ARQL)
|
|
·
|
Progenix
Pharmaceuticals, Inc. (PGNX)
|
|
·
|
Idenix
Pharmaceuticals, Inc. (IDIX)
|
|
·
|
Discovery
Laboratories, Inc. (DSCO)
|
|
·
|
Ideera
Pharmaceuticals, Inc. (IDRA)
|
|
·
|
Mannkind
(MNKD)
|
Named Executive
|
No. of Shares Underlying
Options
|
|
Ms.
Gluskin
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500,000
|
|
Ms.
Perri
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400,000
|
|
Mr.
Fletcher
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300,000
|
Named Executive Officer
|
No. of Shares of
Common Stock
Underlying Option
|
Exercise
Price per Share
|
Grant Date
|
Original Expiration
Date
|
Extended
Expiration Date
|
|||||||||
Ms.
Gluskin
|
250,000 | $ | 0.61 |
12/13/04
|
12/12/09
|
10/26/14
|
||||||||
1,120,704 | $ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
|||||||||
Ms.
Perri
|
250,000 | $ | 0.61 |
12/13/04
|
12/12/09
|
10/26/14
|
||||||||
576,752 | $ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
|||||||||
Mr.
Fletcher
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250,000 | $ | 0.61 |
12/13/04
|
12/12/09
|
10/26/14
|
||||||||
470,726 | $ | 0.001 |
4/5/05
|
4/5/10
|
10/26/14
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||
Anna
E. Gluskin
|
2010
|
$ | 525,000 | 0 | 0 | $ | 324,468 | (4) | $ | 27,846 | (6) | $ | 877,314 | |||||||||||||
President
and
|
2009
|
$ | 525,000 | 0 | $ | 37,750 | (3) | $ | 9,219 | (4) | $ | 23,991 | (6) | $ | 595,960 | |||||||||||
Chief
Executive Officer
|
2008
|
$ | 514,583 | (1) | $ | 215,000 | (2) | $ | 113,250 | (3) | $ | 17,516 | (4) | $ | 288,775 | (5),(6) | $ | 1,149,124 | ||||||||
Rose
C. Perri
|
2010
|
$ | 420,000 | 0 | 0 | $ | 284,739 | (4) | $ | 27,846 | (6) | $ | 732,585 | |||||||||||||
Chief
Operating Officer,
|
2009
|
$ | 420,000 | 0 | $ | 33,031 | (3) | $ | 24,583 | (4) | $ | 23,991 | (6) | $ | 501,605 | |||||||||||
Chief
Financial Officer, Treasurer
and Secretary
|
2008
|
$ | 411,667 | (7) | $ | 165,000 | (2) | $ | 99,094 | (3) | $ | 41,484 | (4) | $ | 256,083 | (5),(6) | $ | 973,328 | ||||||||
Mark
A. Fletcher
|
2010
|
$ | 320,833 | (8) | $ | 225,000 | 0 | $ | 233,970 | (4) | 0 | $ | 779,803 | |||||||||||||
Executive
Vice President
|
2009
|
$ | 315,000 | 0 | $ | 18,875 | (3) | 0 | 0 | $ | 333,875 | |||||||||||||||
And
General Counsel
|
2008
|
$ | 308,750 | (9) | $ | 125,000 | (2) | $ | 56,625 | (3) | $ | 0 | $ | 228,846 | (5) | $ | 719,221 |
Name
|
Grant Date
|
All Other Option
Awards: Number of
Securities Underlying
Options (#)
|
Exercise Price or
Base Price of
Option Awards
($/Sh)
|
Grant Date Fair
Value of Stock and
Option Awards
|
||||||||||
Anna
E. Gluskin
|
12/13/2004
(1)
|
250,000 | $ | 0.61 | (2) | $ | 0.41 | (3) | ||||||
President
and
|
4/5/2005
(4)
|
819,672 | (5) | $ | 0.001 | $ | 0 | (3) | ||||||
Chief
Executive Officer
|
4/5/2005
(4)
|
301,032 | (6) | $ | 0.001 | $ | 0 | (3) | ||||||
03/08/2010
|
500,000 | (7) | $ | 0.64 | (8) | $ | 0.58 | (9) | ||||||
Rose
C. Perri
|
12/13/2004 (1)
|
250,000 | $ | 0.61 | (2) | $ | 0.41 | (3) | ||||||
Chief
Operating Officer, Chief
|
4/5/2005
(4)
|
409,836 | (10) | $ | 0.001 | $ | 0 | (3) | ||||||
Financial
Officer, Treasurer &
|
4/5/2005
(4)
|
166,916 | (11) | $ | 0.001 | $ | 0 | (3) | ||||||
Secretary
|
03/08/2010
|
400,000 | (7) | $ | 0.64 | (8) | $ | 0.58 | (9) | |||||
Mark
A. Fletcher
|
12/13/2004
(1)
|
250,000 | $ | 0.61 | (2) | $ | 0.41 | (3) | ||||||
Executive
Vice President
|
4/5/2005
(4)
|
327,869 | (12) | $ | 0.001 | $ | 0 | (3) | ||||||
and
General Counsel
|
4/5/2005
(4)
|
142,857 | (13) | $ | 0.001 | $ | 0 | (3) | ||||||
03/08/2010
|
300,000 | (7) | $ | 0.64 | (8) | $ | 0.58 | (9) |
|
·
|
Each
named executive’s employment is effective as of January 1, 2006. The
initial term of employment is five years, subject to the termination
provisions described below. Generex or either executive may give notice of
non-renewal not less than six months prior to the expiration of the term.
If no such notice is given, the term of employment will extend
indefinitely and will be terminable upon not less than six months’ prior
written notice.
|
|
·
|
The
named executive will be entitled to an annual bonus as determined by
Generex’s Compensation Committee in respect of each fiscal year of Generex
during the term of employment and reimbursement of all reasonable expenses
incurred by her in connection with Generex’s
business.
|
|
·
|
The
named executive will be included on any management slate of nominees
submitted to Generex’s stockholders for election to the Board of
Directors.
|
|
·
|
Standard
employee confidentiality, non-competition and non-solicitation covenants
will apply.
|
|
·
|
Each
named executive is entitled to receive an annual base salary under the
terms of her respective employment with Generex, which salary may not be
reduced during the term of such
employment.
|
|
·
|
Each
named executive’s employment may be
terminated:
|
|
(a)
|
by
Generex for cause (without any additional payment to the named
executive);
|
|
(b)
|
automatically
upon expiration of the term;
|
|
(c)
|
automatically
upon the named executive’s death or disability;
or
|
|
(d)
|
by
the named executive upon thirty days’ prior written notice if there is
a:
|
|
(i)
|
a
material change in duties (other than removal of the title of Chief
Financial Officer and the duties associated therewith in the case of Ms.
Perri),
|
|
(ii)
|
a
material reduction in the named executive’s
remuneration,
|
|
(iii)
|
a
material breach of the terms of employment by
Generex,
|
|
(iv)
|
a
change of control of Generex, or
|
|
(v)
|
a
sale of all or substantially all of the property and assets of
Generex.
|
|
(x)
|
an
amount equal to five times the named executive’s base annual salary as of
the date of termination, which amount will be payable in a lump sum on the
date of termination, or
|
|
(y)
|
$5,000,000,
$3,000,000 of which will be payable in a lump sum on the date of
termination and $2,000,000 of which will be payable in stock issuable
within three business days of the date of termination and valued at the
20-day volume weighted average price as of the close of business on the
date of termination.
|
|
(i)
|
upon
30 days written notice;
|
|
(ii)
|
for
“cause”;
|
|
(iii)
|
in
the event of Mr. Fletcher’s
disability;
|
|
(iv)
|
in
the event of Mr. Fletcher’s death;
or
|
|
(v)
|
in
the event of Mr. Fletcher voluntarily
resigning.
|
|
(a)
|
a
material change in his duties,
|
|
(b)
|
a
material reduction in compensation,
|
|
(c)
|
a
material breach or default by Generex,
or
|
|
(d)
|
a
change in control of Generex.
|
Option
Awards
|
|||||||||||||||||||
Name
|
Grant Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option Expiration
Date
|
||||||||||||||
Anna
E. Gluskin,
|
3-8-2010
|
333,333 | (1) | 166,667 | $ | 0.64 | 3-8-2020 | ||||||||||||
President
and Chief
|
12-13-2004
|
250,000 | (2) | 0 | $ | 0.61 | 10-26-2014 | ||||||||||||
Executive
Officer
|
4-5-2005
|
819,672 | (3) | 0 | $ | 0.001 | 10-26-2014 | ||||||||||||
4-5-2005
|
301,032 | (4) | 0 | $ | 0.001 | 10-26-2014 | |||||||||||||
5-27-2008
|
50,000 | (5) | 0 | $ | 0.96 | 5-27-2013 | |||||||||||||
Rose
C. Perri,
|
3-8-2010
|
266,666 | (1) | 133,334 | $ | 0.64 | 3-8-2020 | ||||||||||||
Chief
Operating Officer,
|
12-13-2004
|
250,000 | (2) | 0 | $ | 0.61 | 10-26-2014 | ||||||||||||
Chief
Financial Officer,
|
4-5-2005
|
409,836 | (6) | 0 | $ | 0.001 | 10-26-2014 | ||||||||||||
Treasurer
And Secretary
|
4-5-2005
|
166,916 | (7) | 0 | $ | 0.001 | 10-26-2014 | ||||||||||||
5-27-2008
|
125,000 | (5) | 0 | $ | 0.96 | 5-27-2013 | |||||||||||||
Mark
E. Fletcher,
|
3-8-2010
|
200,000 | (1) | 100,000 | $ | 0.64 | 3-8-2020 | ||||||||||||
Executive
Vice
|
12-13-2004
|
250,000 | (2) | 0 | $ | 0.61 | 10-26-2014 | ||||||||||||
President
|
4-5-2005
|
327,869 | (8) | 0 | $ | 0.001 | 10-26-2014 | ||||||||||||
and
General Counsel
|
4-5-2005
|
142,857 | (9) | 0 | $ | 0.001 | 10-26-2014 |
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on
Vesting ($) (1)
|
||||||
Anna
E. Gluskin, President and Chief Executive Officer
|
50,000 | $ | 29,000 | |||||
Rose
C. Perri, Chief Operating Officer, Chief Financial Officer, Treasurer and
Secretary
|
43,750 | $ | 25,375 | |||||
Mark
E. Fletcher, Executive Vice President and General Counsel
|
25,000 | $ | 14,500 |
(1)
|
Value realized on vesting is
based on the fair market value of our common stock on the date of vesting
and does not necessarily reflect proceeds actually received by the named
executive.
|
|
(i)
|
breached his or her employment or
service contract with
Generex;
|
|
(ii)
|
engaged in disloyalty to Generex,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or
service;
|
|
(iii)
|
disclosed trade secrets or
confidential information of Generex to persons not entitled to receive
such information;
|
|
(iv)
|
breached any written
confidentiality, non-competition or non-solicitation agreement between the
named executive and Generex;
or
|
|
(v)
|
has engaged in such other
behavior detrimental to the interests of Generex as determined by the
Compensation Committee.
|
|
(i)
|
a liquidation or dissolution of
Generex,
|
|
(ii)
|
a sale of all or substantially
all of Generex’s assets,
|
|
(iii)
|
a merger in which Generex’s
stockholders hold less than a majority of the voting stock in the
surviving corporation, or
|
|
(iv)
|
when a person or group acquires
control of a significant percentage of the voting stock without the
approval of the Board of Directors (20% under the 2001 Plan and 50% or
more under the 2006 Plan).
|
Name
|
Benefit
|
Cause
|
Without
Cause/Non-
Renewal
|
Voluntary
Termination
by Executive
|
Breach
by
Generex (1)
|
Change in
Control
|
Disability
|
Death
|
|||||||||||||||||||||||
Anna
E. Gluskin
|
Cash Payment
|
(2)
|
$ | 0 | $ | 3,000,000 | $ | 0 | $ | 3,000,000 | $ | 3,000,000 | $ | 0 |
(15)
|
$ | 0 |
(12)
|
|||||||||||||
Stock
|
(3)
|
$ | 0 | $ | 2,000,000 | $ | 0 | $ | 2,000,000 | $ | 2,000,000 | $ | 0 | $ | 0 | ||||||||||||||||
Stock
Options
|
$ | 447,161 |
(4)
|
$ | 447,161 |
(5)
|
$ | 447,161 |
(5)
|
$ | 447,161 |
(5)
|
$ | 447,161 |
(9)
|
$ | 447,161 |
(6)
|
$ | 447,161 |
(7)
|
||||||||||
Restricted
Stock
|
(13)
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Benefits
|
$ | 0 | $ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 | $ | 0 | |||||||||||||
Total
|
$ | 447,161 | $ | 5,447,161 | $ | 447,161 | $ | 5,447,161 | $ | 5,447,161 | $ | 447,161 | $ | 447,161 | |||||||||||||||||
Rose
C. Perri
|
Cash
Payment
|
(2)
|
$ | 0 | $ | 3,000,000 | $ | 0 | $ | 3,000,000 | $ | 3,000,000 |
(15)
|
(12)
|
|||||||||||||||||
Stock
|
(3)
|
$ | 0 | $ | 2,000,000 | $ | 0 | $ | 2,000,000 | $ | 2,000,000 | $ | 0 | $ | 0 | ||||||||||||||||
Stock
Options
|
$ | 210,174 |
(4)
|
$ | 210,174 |
(5)
|
$ | 210,174 |
(5)
|
$ | 210,174 |
(5)
|
$ | 210,174 |
(9)
|
$ | 210,174 |
(6)
|
$ | 210,174 |
(7)
|
||||||||||
Restricted
Stock
|
(13)
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Benefits
|
$ | 0 | $ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 |
(8)
|
$ | 0 | $ | 0 | |||||||||||||
Total
|
$ | 210,174 | $ | 5,210,174 | $ | 210,174 | $ | 5,210,174 | $ | 5,210,174 | $ | 210,174 | $ | 210,174 | |||||||||||||||||
|
|||||||||||||||||||||||||||||||
Mark
A. Fletcher
|
Cash
Payment
|
$ | 0 | $ | 756,767 |
(10)
|
$ | 0 | $ | 756,767 |
(10)
|
$ | 756,767 |
(10)
|
(15)
|
(1)
|
|||||||||||||||
Stock
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
Stock
Options
|
$ | 187,820 |
(4)
|
$ | 187,820 |
(5),(11)
|
$ | 187,820 |
(5)
|
$ | 187,820 |
(5),(11)
|
$ | 187,820 |
(9)
|
$ | 187,820 |
(6)
|
$ | 187,820 |
(7)
|
||||||||||
Restricted
Stock
|
(13)
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||
Benefits
|
$ | 0 | $ | 0 |
(8),(10)
|
$ | 0 |
(8)
|
$ | 0 |
(8),(10)
|
$ | 0 |
(8),(10)
|
$ | 0 | $ | 0 | |||||||||||||
Total
|
$ | 187,820 | $ | 944,587 | $ | 187,820 | $ | 944,587 | $ | 944,587 | $ | 187,820 | $ | 187,820 |
(1)
|
This termination event includes a
material change in duties or material reduction in remuneration of such
named executive.
|
(2)
|
This
amount would be payable upon the date of termination in a lump
sum.
|
(3)
|
This
amount would be payable in shares of Generex common stock based upon the
20-day volume weighted average price ($0.82) as of the close of business
on the date of termination. Such shares would be issuable within three
business days of the date of
termination.
|
(4)
|
The
options granted on April 5, 2005 (including those effective as of December
13, 2004) survive termination of the named executive’s employment. Other
options granted to the named executive pursuant to the 2001 Plan and any
options granted pursuant to the 2006 Plan would terminate immediately -
and shares underlying such options forfeited - upon the named executive’s
termination for cause.
|
(5)
|
The
2001 and 2006 Plans permit a named executive who voluntarily terminates
employment with Generex or whose employment is terminated without cause to
exercise vested options outstanding at the date of termination for a
period of up to 90 days thereafter or the expiration date of the option,
whichever is earlier.
|
(6)
|
The
2001 and 2006 Plans permit a named executive to exercise vested options
outstanding at the time of the named executive’s cessation of employment
due to disability for a period of up to one year thereafter or the
expiration of the option, whichever is
earlier.
|
(7)
|
The
2001 and 2006 Plans permit a named executive’s beneficiary to exercise
vested options outstanding at the time of the named executive’s death for
a period of up to one year after death or the expiration date of the
option, whichever is earlier.
|
(8)
|
The
named executive would be entitled to receive health benefits for a period
of 12 months after termination of employment. Since these benefits are
widely available to salaried employees of Generex, they are excluded from
the table above. The total aggregate value of these benefits in each case
is below $5,000.
|
(9)
|
Upon
a change of control, the 2001 and 2006 Plan provide for the acceleration
of exercisability and vesting of any outstanding options and removal of
all restrictions and conditions on outstanding restricted stock awards,
unless otherwise determined by the Board of Directors or its designee. We
have assumed for purposes of this column that the named executive will
exercise all of his/her fully exercisable and vested options and will
receive all shares underlying restricted stock awards in connection with a
change of control of Generex, which we have assumed occurred on July 31,
2010.
|
(10)
|
Pursuant
to his employment arrangement, if Generex terminates Mr. Fletcher’s
employment upon written notice (and not for cause, disability or death) or
Mr. Fletcher gives notice of termination pursuant to a material change in
duties, reduction of remuneration, material default or breach by Generex
or change in control of Generex, Mr. Fletcher will be entitled to receive
a lump sum severance payment on the termination date in an amount equal to
18 months of base salary plus the average annual bonus paid to him during
each fiscal year of the term of his employment and he will be entitled to
participate in and receive benefits for 18 months after the termination
date.
|
(11)
|
Pursuant
to the terms of his employment with Generex, if Generex terminates Mr.
Fletcher’s employment upon written notice (and not for cause, disability
or death) or Mr. Fletcher gives notice of termination pursuant to a
material change in duties, reduction of remuneration, material default or
breach by Generex or change in control of Generex, Mr. Fletcher will have
90 days after the eighteenth month anniversary of the termination date to
exercise vested options.
|
(12)
|
Each
named executive is entitled to receive monthly disability payments and
his/her survivor(s) are entitled to receive a lump sum payment upon such
named executive’s death, in either case up to an amount equal to his/her
annual base salary or $100,000, whichever is less. Insurance premiums are
paid by Generex and such insurance coverage is widely available to all
salaried employees at Generex. Thus, the amounts payable upon the
disability or death of the named executive (as well as the premiums paid
by Generex) are excluded from the table
above.
|
(13)
|
The
restricted stock award agreement with the named executive officers
provides that in the event the named executive ceases to be employed by,
or provide service to, us, any unvested shares of restricted stock will be
immediately forfeited.
|
|
·
|
Nonemployee directors receive an
annual cash base retainer. Each nonemployee director serving on the Board
of Directors as of May 27, 2008 is entitled to an annual cash retainer of
$40,000. Each new nonemployee directors will initially receive a cash
retainer of $20,000, increasing to $30,000 for the second year, and
$40,000 thereafter.
|
|
·
|
At the discretion of the full
Board of Directors, nonemployee directors may receive stock options to
purchase shares of our common stock or shares of restricted stock each
fiscal year. The number and terms of such options or shares is within the
discretion of the full Board of
Directors.
|
|
·
|
Nonemployee directors serving on
committees of the Board of Directors receive additional cash compensation
as follows:
|
Committee
|
Chairperson
|
Member
|
||||||
Audit
Committee
|
$ | 15,000 | $ | 5,000 | ||||
Compensation
Committee
|
$ | 15,000 | $ | 5,000 | ||||
Governance
& Nominating Committee
|
$ | 5,000 | $ | 2,000 |
Name
|
Fees
Earned or
Paid in
Cash (1)
|
Stock
Awards
(2)
|
Option
Awards
(3)
|
All Other
Compensation
|
Total
|
|||||||||||||||
John
P. Barratt
|
$ | 65,000 | $ | 0 | $ | 97,995 | $ | 0 | $ | 162,995 | ||||||||||
Brian
T. McGee
|
$ | 65,000 | $ | 0 | $ | 97,995 | $ | 0 | $ | 162,995 | ||||||||||
Nola
E. Masterson
|
$ | 55,000 | $ | 0 | $ | 43,850 | $ | 0 | $ | 98,850 |
No. of Shares of Common Stock
Underlying
Option
|
Exercise
Price per Share
|
Grant Date
|
Original Expiration Date
|
Incremental Fair Value as of
10/26/09
|
|||||||
70,000
|
$ | 0.94 |
10/26/04
|
10/26/09
|
$ | 0.43 | |||||
35,714
|
$ | 0.001 |
4/5/05
|
4/4/10
|
$ | 0 | |||||
100,000
|
$ | 0.56 |
4/5/05
|
4/4/10
|
$ | 0.24 |
Name of Beneficial Owner
|
Number of
Shares
|
Percent
of
Class |
||||||
Named
Executives and Directors
|
||||||||
John
P. Barratt (1)
|
492,381 | * | ||||||
Mark
Fletcher (2)
|
1,186,803 | * | ||||||
Anna
E. Gluskin (3)
|
2,933,831 | 1.0 | % | |||||
Rose
C. Perri (4)
|
5,392,221 | 2.0 | % | |||||
Brian
T. McGee (5)
|
522,381 | * | ||||||
Nola
Masterson (6)
|
116,667 | * | ||||||
Named
Executives and Directors as a group (6 persons)
|
10,634,283 | 3.9 | % |
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved by security holders
|
||||||||||||
2000
Stock Option Plan
|
0 | $ | 0 | 2,000,000 | ||||||||
2001
Stock Option Plan
|
4,535,638 | $ | 0.39 | 4,048,490 | ||||||||
2006 Stock Plan
|
2,930,000 | $ | 0.65 | 18,668,245 | (1) | |||||||
Total
|
7,465,638 | $ | 0.49 | 24,716,735 | ||||||||
Equity compensation plans not approved by security
holders (2)
|
4,274,975 | (2) | $ | 0.79 | 0 | |||||||
Total
|
11,740,613 | $ | 0.60 | 24,716,735 |
Fiscal Year
Ended
July 31, 2010
|
Fiscal Year
Ended
July 31, 2009
|
|||||||
Audit
Fees
|
$ | 220,983 | (1) | $ | 212,756 | (1) | ||
Audit-Related
Fees
|
$ | 128,867 | (2) | $ | -0- | |||
Tax
Fees
|
$ | -0- | (3) | $ | -0- | |||
All
Other Fees
|
$ | 11,923 | (4) | $ | -0- | |||
TOTAL
|
$ | 361,773 | $ | 212,756 |
(1)
|
Represents charges of MSCM LLP,
Generex's auditors for the financial statement audits of the fiscal years
ended July 31, 2010 and 2009, including fees associated with quarterly
reviews of financial statements included in Generex’s Form
10-Q.
|
(2)
|
Represents charges of MSCM LLP,
Generex's auditor in fiscal year ended July 31, 2010 for Sarbanes-Oxley
Section 404 audit of internal controls over financial
reporting.
|
(3)
|
MSCM
LLP did not provide and did not bill for any tax
services.
|
(4)
|
Represents
fees associated with review of responses to comments of the SEC Staff and
review of financial statements included in Form
S-8.
|
GENEREX
BIOTECHNOLOGY CORPORATION
|
|
By:
|
/s/ Mark A. Fletcher
|
Name: Mark
A. Fletcher
|
|
Title: Interim
President and Chief Executive
Officer
|
Name
|
Capacity in Which Signed
|
Date
|
||
/s/ Mark A. Fletcher
|
Interim
President and Chief Executive Officer and General
|
November
24, 2010
|
||
Mark
A. Fletcher
|
Counsel
and Secretary (Principal Executive Officer)
|
|||
/s/ Rose C. Perri
|
Chief
Operating Officer, Chief Financial, Officer, Treasurer,
|
November
24, 2010
|
||
Rose
C. Perri
|
Director
(Principal Financial and Accounting Officer)
|
|||
/s/ Brian T. McGee
|
Director
|
November
24, 2010
|
||
Brian
T. McGee
|
||||
/s/ John P. Barratt
|
Director
|
November
24, 2010
|
||
John
P. Barratt
|
||||
/s/ Nola E. Masterson
|
Director
|
November
24, 2010
|
||
Nola
E. Masterson
|
||||
/s/ Stephen Fellows
|
VP,
Finance
|
November
24, 2010
|
||
Stephen
Fellows
|
Exhibit Number
|
Description of Exhibit
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002†
|
|
32
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of
2002†
|