Law Firm Stockholder Agreement

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A Dealers Guide to
Succession Planning
                               First Edition




Wisconsin Automobile & Truck
    Dealers Association
      www.watda.org
     This checklist and guide can provide a dealer with valuable help in
     starting a cussession plan and in choosing a professional planning team.
     While the guide is a valuable reference tool, it is not intended to provide
     tax and legal advice. Tax laws and franchise laws may change and vary
     from state to state. Opinions and interpretations expressed in this
     manual are those of the Wisconsin Automobile &Truck Dealers Associa-
     tion. These opinions and interpretations are intended to be general in
     nature and should not be used as a substitute for the advice of your own
     legal counsel or other professional counsel.

     Further explanations of any aspect of this checklist and guide can be
     obtained by calling WATDA:

               Wisconsin Automobile & Truck Dealers Association
                        150 East Gilman Street, Suite A
                                P. O. Box 5345
                             Madison, WI 53705
                                (608) 251-5577
                             FAX: (608) 251-4379




The Wisconsin Automobile & Truck Dealers Association, Inc.
 would like to thank members of the Successor/Key manager
  Task Force for making this Succession Planning Checklist
and Guide possible. We believe that this handbook is one of
 the most informative publications on succession planning
    currently available to automobile and truck dealers.

The Successor/Key Manager Task Force wishes to thank the
 following individuals for their extensive contribution of
                material, help and input:

               David A. Duryee, Moss Adams, LLP

            Paul Norman, Boardman Law Firm, LLP

      Tim Christen, Virchow Krause & Company, LLP

                                  April 1997
SUCCESSION PLANNING GUIDE



                             STOCKHOLDER AGREEMENT (Cross Purchase)

              On [date], William Jones, Frank Jones, and Judith Jones Smith entered into this
Agreement with Ajax, Inc., a California corporation (hereinafter referred to as “AI”).

                                                  RECITALS:

        A. The Stockholders each own those shares of AI’s Common Stock indicated on Schedule A; and
        B. The Stockholders wish to provide a market for their shares of Stock on their deaths; and
        C. The Stockholders wish to restrict ownership of the Stock to the present Stockholders and to
              persons with whom they may comfortably and easily deal; and
        D. The Stockholders believe that they will be able to deal easily and comfortably with each other
           and that it is in their best interests and in AI’s best interests that all corporate activities be
           controlled by persons who deal comfortably with each other; and
        E. The Stockholders and AI, to accomplish these objectives, wish to arrange for certain
           restrictions on the Transfer of the Stockholders' shares of the Stock to persons other than the
           parties to this Agreement.

                                               AGREEMENTS:
                                                SECTION 1

                                                Stock Transfers

        1.1       General Restrictions. The parties do not want shares of the Stock to be made generally
                  available to persons other than the present Stockholders. Therefore, the parties agree
                  that no Stockholder will Encumber, Transfer, or permit to be Encumbered or Transferred
                  all or any portion of his or her shares of the Stock, whether now or hereafter acquired,
                  except in accordance with the terms of this Agreement. No attempted Encumbrance or
                  Transfer of any shares of the Stock not in accordance with the terms of this Agreement
                  shall be reflected on AI’s books or records.
        1.2       Encumbrance. No Stockholder may Encumber any or all of his or her shares of the Stock
                  in connection with any debt.
        1.3       Termination of Employment. The parties desire to limit the ownership of the stock to
                  Employee-Stockholders, it being in the best interests of AI and the Stockholders.
                  Therefore, it is agreed that any Stockholder who, at any time, ceases to be an Employee-
                  Stockholder as a result of voluntary termination of employment, termination of
                  employment by the mutual consent of the Stockholder and AI, termination of
                  employment by AI for Adequate Cause, or because the Stockholder is a Disabled
                  Stockholder, shall be deemed to have offered to sell all of his or her shares of the Stock to
                  AI and the other Stockholders for the Agreement Price and on the Agreement Terms.
                  Such offer shall be deemed made on the date on which such Stockholder ceased to be an
                  Employee-Stockholder.
                  1.3.1    The other Stockholders shall have sixty (60) days from such offer in which to
                           elect to buy all, nut not less than all, of the Offered Stock. The other Stockholders
                           may elect to buy such shares of the Offered Stock in proportion to their
                           respective ownership of the Stock (excluding the Offered Stock), or in such other
                           proportion as they shall agree upon.
                  1.3.2    If the other Stockholders shall decline to buy all of the Offered Stock within such
                           sixty (60)-day period, AI shall accept such deemed offer and buy all of the
                           Offered Stock that the other Stockholders did not elect to buy.
                  1.3.3    Nothing in this Agreement imposes any obligation on AI to employ any
                           Stockholder.



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        1.4      Voluntary Lifetime Transfers. No Stockholder may make any Voluntary Lifetime
                 Transfer, except pursuant to this section. Any Stockholder who wishes to make any
                 Voluntary Lifetime Transfer must promptly send a notice to AI and be deemed to have
                 offered to sell his or her shares of the Stock, otherwise to be Transferred, to AI at the
                 Agreement Price and on the Agreement Terms. Such notice shall include a statement of
                 the type of proposed Transfer, the name, address (both home and office), and business or
                 occupation of the person to whom such shares of the Stock would be Transferred, and
                 any other facts that are or would reasonably be deemed material to the proposed
                 Transfer.
                 1.4.1    AI shall have sixty (60) days from such notice in which to elect to buy all, but not
                          less than all of the Offered Stock.
                 1.4.2    If AI does not agree to buy all of the Offered Stock within such option period,
                          such Lifetime Transfer may be completed. If a Lifetime Transfer is not
                          consummated within thirty (30) days after the expiration of such option period,
                          the provisions of this Agreement will again apply to such Offered Stock as of no
                          such Lifetime Transfer had been contemplated and no notice has been given. A
                          Lifetime Transfer is consummated when AI has been given notice that legal title
                          to the shares of the Stock has been Transferred, subject to recordation on its
                          books.
        1.5      Shareholder Bankruptcy. Any Stockholder who has been adjudicated bankrupt or has
                 any other information that would reasonably lead him or her to expect that an
                 Involuntary Lifetime Transfer is foreseeable must promptly send a notice to AI and be
                 deemed to have offered to sell his or her shares of the Stock, otherwise to be Transferred,
                 to AI at the Agreement Price and on the Agreement Terms. Such notice shall include a
                 statement of the type of proposed Transfer, the name, address (both home and office),
                 and business or occupation of the person or bankruptcy estate to whom such shares of
                 the Stock would be Transferred, and any other facts that are or would reasonably be
                 deemed material to the proposed Transfer.
                 1.5.1    AI shall have sixty (60) days from such notice in which to elect to buy all, but no
                          less than all, of the Offered Stock.
                 1.5.2    If AI does not agree to buy all of the Offered Stock within such option period, the
                          other shareholders shall have thirty (30) days in which to elect to buy all, but not
                          less than all, of the Offered Stock.
                 1.5.3    In the event neither AI nor the other shareholders elect to purchase the Offered
                          Stock, such Involuntary Lifetime Transfer may be completed. If an Involuntary
                          Lifetime Transfer is not consummated within thirty (30) days after the expiration
                          of the option periods, the provisions of this Agreement will again apply to such
                          Offered Stock as if no such Involuntary Lifetime Transfer had been contemplated
                          and no notice had been given. An Involuntary Lifetime Transfer is
                          consummated when AI has been given notice that legal title to the shares of the
                          Stock has been Transferred, subject to recordation on its books.
        1.6      Dissolution. Should any shares owned by an Employee-Stockholder be awarded to a
                 non-employee spouse in the event of a divorce of the Employee-Stockholder, the non-
                 employee spouse shall be deemed to have offered to sell all of his or her shares of the
                 Stock so awarded to the Employee-Stockholder for the Agreement Price and on the
                 Agreement Terms. Such offer shall be deemed made on the date on which the divorce is
                 declared to be final.
                 1.6.1    If the Employee-Stockholder shall decline to buy all of the Offered Stock, AI
                          and/or the other Stockholders shall accept such deemed offer and buy all of the
                          Offered Stock that the Employee-Stockholder did not elect to buy. The other
                          Stockholders shall buy such Stock based upon their respective percentage
                          ownership (prior to the purchase), or as they may determine by mutual
                          agreement.



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SUCCESSION PLANNING GUIDE



        1.7      Transfers at Death. On the death of any Stockholder, his or her Personal Representative
                 will immediately be deemed to have offered to sell to the remaining shareholders all of
                 the deceased Stockholder’s shares of the Stock at the Agreement Price and on the
                 Agreement Terms, and the remaining shareholders shall accept such offer and agree to
                 buy such shares of the Offered Stock.
        1.8      Consent to Certain Corporate Actions. Each Stockholder agrees to vote (directly or by
                 proxy) as a Stockholder and as a director, in favor of AI’s purchase of any shares of the
                 Offered Stock pursuant to this section and in favor of any amendment to AI’s Articles of
                 Incorporation, Charter, or By-Laws, reduction of its capital, reappraisal of its assets, or
                 any other action required to permit AI to buy such shares on the Offered Stock.

                                                     SECTION 2
                                                   Agreement Price

        2.1      Agreement Price. The Agreement Price shall be the book value of the Offered Stock on
                 the last day of the month most recently ended prior to the date of any deemed offer.
        2.2      How Computed. The book value of the shares of the Offered Stock will be determined
                 by the independent certified public accountant (“CPA”) regularly employed by AI, or, if
                 AI has no regularly employed independent CPA, by an independent CPA selected by AI
                 for this purpose. The book value of the Offered Stock shall be the net book value of the
                 Offered Stock, based on the information shown of AI’s books on the last day of the
                 month ending most recently before the date of any deemed offer.
                 2.2.1    The book value of the Offered Stock shall be determined in accordance with the
                          regular financial statements prepared by AI and in accordance with generally
                          accepted accounting principles consistently applied.
                 2.2.2    In making this determination, book value shall be adjusted to reflect the
                          valuation of all inventory on the FIFO (first-in, first-out) method, less the income
                          tax liability on the LIFO (last-in, first-out) reserve, if any, at the highest marginal
                          state and federal income tax rates.
                 2.2.3    The book value will not include the proceeds, if any, of life insurance on the life
                          of the deceased shareholder.
                 2.2.4    AI will provide such data as the CPA deems necessary or useful to make such
                          determination of the fair market value of the Offered Stock.
        2.3      Cost of Determination. The fees and reimbursed expenses charged by the CPA in the
                 valuation under this section shall be borne solely by AI.

                                                    SECTION 3
                                                  Agreement Terms

        3.1      Type of Payment.
                 3.1.1  Payment on death
                        The Agreement Price paid for the Stock of a Deceased Stockholder shall, to the
                        extent of life insurance proceeds, be paid in cash as a down payment. The
                        balance of the Agreement Price shall be paid in sixty (60) equal monthly
                        payments of principal and interest. Such payments shall begin on the month
                        following the closing and shall include interest compounded annually at the
                        prime rate as listed in the Wall Street Journal plus one percent (1%). The prime
                        rate shall be determined as of the date of the transaction and amended, as
                        appropriate, on annual anniversaries of the date of the transaction. The buyer(s)
                        shall prepare and give the seller a negotiable promissory note(s) as evidence of
                        this debt. Such note(s) shall permit the buyer(s) to prepay all or any part of the
                        principal balance of the note(s) at any time without penalty or premium.




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SUCCESSION PLANNING GUIDE



                 3.1.2    Payment other than death
                          In the event of a lifetime Transfer, the buyer(s) agrees to pay twenty percent
                          (20%) of the purchase price in cash in the form of a down payment. The balance
                          of the Agreement Price shall be paid in one hundred twenty (120) equal monthly
                          payments of principal and interest. Such payments shall begin on the month
                          following the closing and shall include interest compounded annually at the
                          prime rate as listed in the Wall Street Journal plus one percent (1%). The prime
                          rate shall be determined as of the date of the transaction and amended, as
                          appropriate, on annual anniversaries of the date of the transaction. AI or any
                          other buyer shall prepare and give the seller a negotiable promissory note(s) as
                          evidence of this debt. Such note(s) shall permit the buyer(s) to prepay all or any
                          part of the principle balance of the note(s) at any time without penalty or
                          premium.
                 3.1.3    Authorized Suspension of Payment
                          In the event that AI is the buyer of shares under this agreement, and in the event
                          that AI experiences losses that are causing serious financial harm to AI, it is
                          expressly agreed that payments under this agreement will be suspended until
                          they can be resumed without causing harm to the capital or working capital of
                          AI. Determination under this provision will be made solely by the board of
                          directors of AI. In the event of a disagreement on this decision by the seller(s),
                          both parties agree to submit the matter to arbitration by a qualified arbitrator,
                          and agree to be bound by such decision. Interest at the then prevailing rate shall
                          continue to accrue during the suspended period and be added to the principal
                          amount due, when payments are resumed. The term of the agreement shall be
                          extended by the length of the term of the suspended payments, and equal
                          monthly payments will be recalculated accordingly.
        3.2      The Closing The purchase of the Offered Stock pursuant to this Agreement will take
                 place at a closing help at 1:00 P.M. on the thirtieth (30th) day after the date on which the
                 last option to buy is exercised or lapses, or after the date on which a buyer last becomes
                 obligated to buy, at AI’s primary place of business, or at any other place to which the
                 parties agree.
                 3.2.1    At the closing, the buyer or buyers will pay for the Offered Stock as provided for
                          in paragraph 3.1 and the seller will deliver certificates representing all of the
                          shares of the Offered Stock, duly endorsed, free and clear of all Encumbrances,
                          and with evidence of payment of all necessary transfer taxes and fees.
                 3.2.2    If the seller does not deliver the certificates at the closing, then:
                          3.2.2.1 The buyer or buyers shall deposit the purchase price by check or by
                                   check and note, as this Agreement requires, with the Escrow Agent;
                          3.2.2.2 The Escrow Agent shall deposit such funds with any bank with which
                                   AI has a bank account on the date of the closing, to be paid to the seller
                                   as soon as is reasonable practicable, less an appropriate fee to AI (not to
                                   exceed five hundred dollars ($500.00)) to pay for the additional
                                   administrative costs; and
                          3.2.2.3 AI will adjust its transfer books to reflect that these shares of the Stock
                                   have been transferred.
                 3.2.3    Each Stockholder appoints AI, through its Secretary, or such other office as its
                          Board of Directors may designate, as his agent and attorney-in-fact to execute
                          and deliver all documents needed to convey his or her shares of the Stock, if
                          such selling Stockholder is not present at the closing. This power of attorney is
                          coupled with an interest and does not terminate on the Stockholder’s disability
                          or death, and continues for as long as this agreement is in effect.




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SUCCESSION PLANNING GUIDE



                                                  SECTION 4
                                              Endorsement of Shares

        4.1      Endorsement. Each Stockholder will deliver to AI’s Secretary promptly after the date
                 the Stockholder becomes a party to this Agreement, all of his or her certificates of the
                 Stock, and AI’s Secretary will endorse them as follows:

                 Sale, assignment, transfer, pledge, or other disposition of the shares of Stock represented
                 by this certificate is restricted by the provisions of an Agreement dated [date], between
                 the Stockholders of AI and AI.

        4.2    Return of Shares. After this endorsement has been placed on the certificates, AI will
               return them to the Stockholders.
        4.3 New Stock. All certificates for shares of Stock issued to any Stockholder while this
           Agreement is in effect must also bear this endorsement.

                                                  SECTION 5
                                           Continuation of Restrictions

         This agreement shall continue to apply to shares of the Stock Transferred by any Stockholder,
and any other Stockholder may require as a condition of such a Transfer that the transferee execute an
Agreement substantially identical in for to this one (which may be accomplished by a certificate of
acceptance and adoption of this Agreement), to which all of the Transferee’s shares of the Stock will be
subject, and which Agreement will be treated as a part of this Agreement.

                                                   SECTION 6
                                            Attorney’s Representations

      The parties all acknowledge that AI’s counsel,                            prepared this
Agreement on behalf of and in the course of his representation of AI, and that:
              (1)      THE PARTIES HAVE BEEN ADVISED BY MR./MS.
                       THAT A CONFLICT EXISTS AMONG THEIR INDIVIDUAL INTERESTS; AND
              (2)      THE PARTIES HAVE BEEN ADVISED BY MR./MS.
                       TO SEEK THE ADVICE OF INDEPENDENT COUNSEL; AND
              (3)      THE PARTIES HVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
                       INDEPENDENT COUNSEL; AND
              (4)      THE PARTIES HAVE RECEIVED NO REPRESENTATIONS FROM MR./MS.
                                                      ABOUT THE TAX
                       CONSEQUENCES OF THIS AGREEMENT; AND
              (5)      THE PARTIES HAVE BEEN ADVISED BY MR./MS.
                       THAT THIS AGREEMENT MAY HAVE TAX CONSEQUENCES; AND
              (6)      THE PARTIES HVE BEEN ADVISED BY MR./MS.
                       TO SEEK THE ADVICE OF INDEPENDENT TAX COUNSEL; AND
              (7)      THE PARTIES HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
                       INDEPENDENT TAX COUNSEL.

                                                    SECTION 7
                                                    Definitions

        7.1      “Adequate Cause.” “Adequate Cause” for termination of a Stockholder’s status as an
                 Employee-Stockholder is limited to conviction of or a plea of guilty to a felony or a
                 misdemeanor, dishonesty, any other criminal conduct against AI, a continued breach of
                 the Employee-Stockholder’s duties and obligations arising under an employment



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SUCCESSION PLANNING GUIDE



                 contract with AI or of any written policy, rule, or regulation of AI, for a period of at least
                 five (5) days following his or her receipt of written notice from any officer of AI
                 specifying such breach.
        7.2      “Agreement.” The “Agreement” is this contract and all modifications or amendments
                 thereto.
        7.3      ”Agreement Price.” The “Agreement Price” is the price at which, pursuant to the terms
                 of this Agreement, a Stockholder must offer to sell all or any of his or her shares of the
                 Stock.
        7.4      “Agreement Terms.” The “Agreement Terms” are the terms and conditions under
                 which the sale of a Stockholder’s shares of the Stock is conducted, including (but not
                 limited to) the form of consideration to be paid, the time of the closing, and the steps to
                 be taken at the closing.
        7.5      “Code.” The “Code” is the Internal Revenue Code of 1986, as amended.
        7.6      “Days,” Any reference in this Agreement to “days” means all calendar days, whether or
                 not such days are legal holidays under the laws of the United States or any State.
        7.7      “Disabled Stockholder.” A Stockholder is a “Disabled Stockholder” if he or she:
                 7.7.1 Is under a legal decree of incompetency (the date of such decree being deemed to
                           be the date on which such disability occurred);
                 7.7.2 Submits any claim for disability insurance benefits or for early distribution of
                           any amounts from a qualified pension or profit-sharing plan maintained by AI
                           on account of more than fifty percent (50%) disability (the date of the earliest of
                           such claims shall be the date on which such disability shall be deemed to have
                           occurred); or
                 7.7.3 Is subject to a medical determination that the Stockholder, because of medically
                           determinable disease, injury, or other mental or physical disability, is unable to
                           perform substantially all of his or her regular duties, and that such disability is
                           determined or reasonably expected to last at least twelve (12) months, based on
                           then available medical information.
                           7.7.3.1 A medical determination of disability will exist upon the receipt by AI of
                                   the written opinion of a physician who has examined to Stockholder
                                   whose disability is in question.
                           7.7.3.2 If AI disagrees with the opinion of such physician (the “First
                                   Physician”), it may engage at its own expense another physician (the
                                   “Second Physician”) to examine the Stockholder whose disability is in
                                   question. The Second Physician shall confer with the First Physician
                                   and, if they together agree in writing that the Stockholder is or is not
                                   disabled, their written opinion shall be conclusive as to such disability.
                                   If the First and Second Physicians do not agree, they shall choose a third
                                   consulting physician (the expense of which shall be borne by AI), and
                                   the written opinion of a majority if these three (3) physicians shall be
                                   conclusive as to such disability. The date of any written opinion that is
                                   conclusive as to such disability is the date on which such disability, if
                                   that is the conclusion, will be deemed to have occurred.
                           7.7.3.3 In signing this Agreement, each Stockholder consents to such
                                   examination, to furnish any medical information requested by any
                                   examining physician, and to waive any applicable physician-patient
                                   privilege that may arise because of such examination. All physicians
                                   except the First Physician selected hereunder must be board certified in
                                   the specialty most closely related to the nature of the disability alleged to
                                   exist.
        7.8      “Employee-Stockholder.” An “Employee Stockholder” is a Stockholder who is also an
                 officer, employee, or director (or some combination thereof) of AI.



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        7.9      “Encumber” or “Encumbrance.” To “Encumber” includes to pledge, hypothecate, or
                 otherwise secure any type of debt or obligation with shares of the Stock, whether
                 incurred voluntarily or involuntarily, and in any manner whatsoever. An
                 “Encumbrance” in any type of security or surety interest created by such Encumbering.
        7.10     “Escrow Agent.” An “Escrow Agent” is any attorney or certified public accountant
                 regularly employed by AI, or any other person acceptable to all Stockholders, who shall
                 hold checks and certificates of the Stock to effect a purchase or sale pursuant to this
                 Agreement.
        7.11     “Offered Stock” The “Offered Stock” is all of the share of the Stock that are deemed to
                 have been offered for sale to the other stockholders or to AI, pursuant to this Agreement.
        7.12     “Offering Stockholder.” The “Offering Stockholder” is the Stockholder (or his or her
                 Personal Representative) who is deemed to offer to sell some or all of his or her shares of
                 the Stock to the other Stockholders, pursuant to this Agreement.
        7.13     “Personal Representative.” A Stockholder’s “Personal Representative” includes any
                 administrator, executor, trustee, or other personal representative who is vested with the
                 responsibility for administering the disposition of any Stock on account of a deceased
                 Stockholder’s death, and equally any individual who holds such Stock as a legatee,
                 distributee, or successor in interest, or trustee where no executor, administrator, or
                 similar fiduciary is appointed or where any appointed executor, administrator, or
                 fiduciary does not have control over any of the deceased Stockholder’s shares of the
                 Stock.
        7.14     “Stock.” The “Stock” is the ten thousand (10,000) issued and outstanding shares of AI’s
                 Common Stock and any additional shares of the Stock of AI issued or sold by AI to any
                 person, including (but not limited to) shares issued as a stock dividend, stock split,
                 reverse stock split, recapitalization, or reorganization of any type. All such additional
                 shares of the Stock shall be issued bearing the restrictive endorsement required by this
                 Agreement.
        7.15     “Stockholders.” The “Stockholders” include all owners of shares of the Stock (other
                 than any shares of the Stock held as treasury stock by AI), each of whom is a
                 “Stockholder”. The initial Stockholders are the parties named in the introductory
                 paragraph of this Agreement.
        7.16     “Transfer,” Etc. A “Transfer” is any sale, pledge, Encumberance, gift, bequest, or other
                 transfer of any shares of the Stock, whether or not for value and whether or not made to
                 another party to this Agreement. An “Involuntary Lifetime Transfer” is any Transfer
                 made on account of a court order or otherwise by operation of law, including any
                 Transfer incident to any divorce or marital property settlement or any Transfer pursuant
                 to applicable community property, quasi-community property or similar state law. A
                 “Voluntary Lifetime Transfer” is any Transfer made during a Stockholder’s lifetime that
                 is not an Involuntary Lifetime Transfer. Unless the context indicates otherwise,
                 “Transfer” includes both Voluntary and Involuntary Lifetime Transfers. A Transfer
                 made to a trust that is wholly revocable by the Transferor shall not be a Transfer for
                 purposes of this Agreement, but any subsequent Transfer by the trustee of such trust
                 shall be deemed to have been made by the trust’s grantor.

                                               SECTION 8
                                              Miscellaneous

        8.1      Binding Agreement. This Agreement is binding in and enforceable by and against the
                 parties, their successors, legal representatives, and assigns.
        8.2      Governing Law. This Agreement will be governed by and construed according to the
                 laws of the State of [state].




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SUCCESSION PLANNING GUIDE



        8.3    Severability. No part of this Agreement will be affected if any other part of it is help
               invalid or unenforceable.
        8.4    Notices. All notices required or permitted to be given under this Agreement must be
               given in writing, and will be deemed given when personally delivered or, if earlier,
               when received after mailing by registered or certified U.S. mail, postage prepaid, with
               return receipt requested. Notice to any Stockholder is valid id sent to him or her at such
               Stockholder’s address as it appears in AI’s records.
        8.5    Voting. On the date of the closing with respect to the sale of any shares of the Stock, the
               Stockholder who offered (or who has been deemed automatically to have offered) such
               shares of the Stock for sale will cease to have the right to vote such shares.
        8.6    Specific Performance. The parties agree that the Stock is unique and that failure to
               perform the obligations under this Agreement will result in irreparable damage to the
               other parties and that specific performance of these obligations may be obtained by a suit
               in equity.
        8.7    Waiver. Any party’s failure to insist on compliance or enforcement of any provision of
               this Agreement shall not affect its validity or enforceability or constitute a waiver of
               future enforcement of that provision or of any other provision of this Agreement.
        8.8    Copies. More than one (1) copy of this Agreement may be executed, and all parties
               agree and acknowledge that each executed copy shall be a duplicate original.
        8.9    Gender and Number. Whenever the context of this Agreement requires, the masculine
               gender includes the feminine and neuter, and the singular number includes the plural
               and vice versa.
        8.10   Termination. This agreement may be terminated at any time by mutual consent of all of
               the Employee-Stockholders.
        Agreed to by each of the undersigned on the date first noted above.


William Jones                                          Frank Jones

                                                       Ajax, Inc.
                                                       by
Judith Jones Smith

         Agreed and acknowledged by the following persons who are not themselves parties to this
Agreement, but who are the spouses of parties to this Agreement, and who themselves have read this
Agreement and who agree that they will be bound by all of its provisions, including (but not limited to)
restrictions on Transfer and establishment of the value of the Stock for all purposes.
                                               [Signature of spouses]

Schedule A List of stockholders




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Description: Law Firm Stockholder Agreement document sample