Corporate Cross Purchase Agreement Page 3
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312.
SALE DURING LIFETIME. In the event a Stockholder desires to sell his/her stock during
his/her lifetime, he/she shall be precluded from selling his/her stock to any person or
institution until he/she has offered to sell it to the other Stockholder(s) at the price and
under the terms provided in Article 5. and 6. of this Agreement. Each of the remaining
Stockholders shall have the right to purchase such portion of the stock offered for sale as
the number of shares owned by each Stockholder bears to the total number of shares
owned by all Stockholders, exclusive of the shares owned by the offering Stockholder. If a
Stockholder(s) waives his/her right to purchase a portion of the shares, the other
Stockholders who exercise their right to purchase a portion of the shares shall have the
right to purchase the shares over which the right has been waived in such proportion as
the number of shares owned by each Stockholder exercising his/her right to purchase
bears to the total number of shares owned by all Stockholders exercising their right to
purchase. The Stockholder(s) shall have _____ days within which to accept this offer to
sell. If the Stockholder(s) do not purchase the stock within ____ days, then such stock
may be sold to such other person or institution; provided, however, that the purchase price
shall not be less than that established under this Agreement without first offering it to the
Stockholder(s) at such lesser price and allowing the Stockholder(s) ____ days to decide
on purchasing the stock at such lesser price. If the Stockholder does not accept the offer
to purchase at this lesser price, the offering Stockholder may dispose of his/her stock for
such lesser price.
Notwithstanding any provisions to the contrary, if the Corporation has elected to be treated
as an S corporation, each Stockholder agrees that he/she will not, without the written
consent of the other Stockholder(s), make any transfer of stock by gift, sale, exchange or
otherwise to any person or entity not eligible to own stock in an S corporation.
Optional Article Providing For Disability Buy-Out
3.
OPTIONAL DISABILITY BUY-OUT.
In the event a Stockholder becomes "totally
disabled" for the period specified in the individual disability buy-out policy listed in
Schedule "B", the non-disabled Stockholder(s) shall purchase and the disabled
Stockholder shall sell all the disabled Stockholder's stock in the Corporation, now owned
or hereafter acquired. Each of the remaining Stockholders shall purchase such portion of
the disabled Stockholders stock as the number of shares owned by each Stockholder
bears to the total number of shares owned by all Stockholders exclusive of the shares
owned by the disabled Stockholder.
For purpose of this Agreement, the term "total
disability" shall be considered that disability of an insured Stockholder which is described
and defined in the separate individual disability buy-out policies listed in Schedule "B"
attached hereto. The non-disabled Stockholder shall purchase the disabled Stockholder's
interest in the Corporation in accordance with the provisions of Articles 5. and 6. of this
Agreement. The sale shall begin within ____ days after the collection of the disability
proceeds from the policy or policies on the life of the disabled Stockholder as listed in
Schedule "B" of this Agreement.
DI1087
0108
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