Exhibit 10.1


 


SETTLEMENT AGREEMENT AND RELEASE


 


This Settlement Agreement
and Release (the “Agreement”) is effective as of June _____, 2012 between and among Generex Biotechnology
Corporation (“GNBT”) and Generex Pharmaceuticals Inc. (“GPI”) (GNBT and GPI are
hereinafter collectively referred to as “Generex”) and __________________________________________________
(the “Employee”, collectively with Generex the “Parties”), as follows:


 


RECITALS


 


WHEREAS, beginning
in late 2011, in order to assist Generex with its cash flow requirements, the Employee agreed to a deferral of payment of a portion
of the Employee’s salary;


 


WHEREAS, as
of May 31, 2012 the aggregate amount of the Employee’s salary which has been deferred was $_________ (the “Deferred
Amount”); and


 


WHEREAS, the
Parties have agreed that, subject to the terms and conditions set forth in this Agreement, GNBT shall grant the Employee options
to acquire free-trading shares of GNBT common stock at an exercise price of $0.001 per share in full and final settlement of the
obligation of Generex to pay the Deferred Amount.


 


NOW, THEREFORE,
in consideration of the promises and mutual covenants set forth herein, intending to be bound, the Parties agree as follows:


 



    	 



    	 



    

 


		1.	Option Grant.



 


		a.	In full and final settlement of Generex’s obligation to pay the Deferred Amount, subject
to the satisfaction of applicable securities and tax laws and pursuant to the provisions of GNBT’s 2006 Stock Plan (the “Plan”),
GNBT shall grant to the Employee, and the Employee shall accept, an option to purchase up to an aggregate of __________ shares
of Common Stock of GNBT, par value $0.001 per share (the “Common Stock”), at a price per share of USD$0.001
(the “Option”), which option shall be fully vested upon the date of grant and shall expire on the fifth anniversary
of the date of grant, subject to earlier termination under the terms set forth in the Plan.



 


		b.	The Parties shall execute an option agreement, in the form attached hereto as Attachment A, evidencing
the Option.



 


		2.	Representations and Warranties:



 


		a.	Each person signing this Agreement represents and warrants that he or she is duly authorized and
has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and
delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement
is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.



 


		b.	The Employee represents and warrants that he or she is currently an employee of Generex.



 



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		c.	The Employee represents, warrants, covenants, and agrees that he or she will only trade the Common
Stock in accordance with (i) applicable law, and (ii) GNBT’s policy on trading in GNBT securities during blackout periods
as follows: Except as may otherwise be approved by GNBT’s Board of Directors, it is impermissible to
buy or sell the Common Stock in periods prior to or immediately after the annual and quarterly financial results of GNBT are disclosed
to the public.  For the annual results, do not buy or sell from July 31 to forty-eight (48) hours after public announcement
of the annual results, inclusive.  For quarterly results, do not buy or sell during the period from two weeks before the end
of a quarter (specifically, Oct 31, Jan 31, and Apr 30, in any year) to forty-eight (48) hours after the public announcements of
the results for the quarter, inclusive.



 


3.         Release by
the Employee. In consideration of the grant of the Option, the receipt and sufficiency of which are acknowledged, the Employee
together with his or her predecessors, successors, heirs, administrators, executors, personal representatives, attorneys and assigns
(collectively the “Employee Releasors”) hereby releases, remises, waives and forever discharges Generex and
its predecessors, successors, affiliates, subsidiaries, officers, directors, employees, attorneys, contractors, consultants and
their respective heirs, administrators, personal representatives, executors, attorneys and assigns (collectively the “Generex
Releasees”), from and against all claims, demands, causes of action, contracts, agreements, liabilities, costs, fees,
expenses, actions, agreements, payments, and accounts of every nature and kind, both known and unknown, either at law or in equity,
that the Employee Releasors now have, ever has had, or may have had up to and until the date this Agreement is executed by the
Parties, whether at law or in equity, arising out of or related to the Deferred Amount and any amounts claimed to be due and owing
in relation thereto. Notwithstanding the foregoing, nothing in this Agreement shall be construed as releasing the Generex Releasees
from any obligations expressly set forth in this Agreement.


 



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4.         Taxes.
Each Party shall be personally responsible for any and all tax liabilities and consequences, if any, which may result from the
Option grant made pursuant to this Agreement. The Parties agree and acknowledge that no Party has made any representations or warranties
concerning tax treatment or tax ramifications of any of the payments anticipated under this Agreement.


 


5.         Non-Disparagement.
The Parties agree not to make any disparaging statements, directly or indirectly through others, to any person in the future about
any other Party, its business, its members, managers, officers, directors, staff, or present or former employees.


 


6.         Covenant Not
to Sue. The Parties agree and covenant not to commence any administrative proceeding, arbitration action, or any lawsuit in
any federal or state or provincial court arising out of or related to any claims released in this Agreement. This Agreement shall
be an affirmative defense to any such claim filed, and shall result in immediate dismissal of any such claim. Any Party that violates
this “Covenant Not to Sue” shall reimburse the defending Party all attorneys’ fees and costs incurred in defending
such action filed in violation of this Agreement.


 


7.         Enforcement
of Agreement. The Parties to this Agreement hereby agree that if any of the provisions of this Agreement are breached, the
non-breaching Party shall have the right to enforce this Agreement.


 


8.         Choice of
Law. This Agreement shall be construed in accordance with the laws of the State of New York.


 



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9.         Complete Agreement.
This Agreement represents the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes
all previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between
the Parties with respect to the subject matter hereof.


 


10.         Modification
or Amendment. No change, modification, extension, termination or waiver of any provision of this Agreement shall be valid unless
made in writing and signed by a duly authorized representative of the Party to be bound thereby.


 


11.        Waiver of
Breach. Waiver by any Party hereto of any term and/or breach of this Agreement shall not be deemed or construed as a waiver
of any other term and/or breach, whether prior, subsequent, or contemporaneous with this Agreement.


 


12.        Invalidity.
Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the
remaining parts, terms, or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be
deemed not to be a part of this Agreement.


 


13.        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors,
personal representatives, administrators, successors, and assigns and upon any entity into or with which any Party hereto may merge
or consolidate.


 



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14.        Independent
Judgment. The Parties hereto agree and pledge that in making this Agreement, they rely on their own respective judgment, belief
and knowledge, and advice of their own counsel and financial advisors and not on any representations or statements made by any
other Party hereto, or any other Party's officers, agents, representatives or counsel. The Parties acknowledge that the execution
hereof is their free act and deed intending to be bound. The Employee acknowledges having been afforded the opportunity to procure
independent legal advice in respect of the Employee’s execution, delivery, and performance of this Agreement and that the
Employee has procured such advice or voluntarily, and without duress, has elected not to seek such advice.


 


15.        Counterparts.
It is the intention and understanding of each Party that this Agreement shall be executed by each Party or a duly authorized agent
of each Party on a separate signature page and that those several signature pages will be assembled, along with the text hereof,
to form a single instrument. Each Party agrees that the resulting documents, and each duplicate original thereof, will have the
same force and effect as if each Party had signed the same document at the same time in each other's presence.


 


16.        No Admission
of Liability. This Agreement is made solely for the purpose of settlement and compromise, and shall not be deemed an admission
by any Party.


 



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IN WITNESS WHEREOF,
the parties have signed this Agreement as of the date first written above.


 


	 	Generex Biotechnology Corporation
	 	 
	 	 
	 	Name: Mark Fletcher
	 	Title: President & Chief Executive Officer
	 	 
	 	Generex Pharmaceuticals Inc.
	 	 
	 	 
	 	Name: Mark Fletcher
	 	Title: President
	 	 
	 	Employee
	 	 
	 	 
	 	Name:
	 	 
	 	 
	 	Signature of witness to the Employee’s signature
	 	Print name of witness:


 



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Attachment A


 



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