Agreement among stockholders regarding management of business, division of profits, and distribution of assets. Agreement made _________[date], between _________[shareholder], of _________[address], City of _________, County of _________, State of _________, _________[shareholder], of _________[address], City of _________, County of _________, State of _________, and _________[shareholder], of _________[address], City of _________, County of _________, State of _________, herein collectively called the shareholders. RECITALS 1. The shareholders are the respective owners of the shares set forth opposite their names below of the capital stock of _________[corporation], a _________[state of incorporation] close corporation. Such shares constitute all of the issued and outstanding stock of the corporation. Name Number of Shares
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2. The shareholders desire to become parties to, and to subject their shares of stock in the corporation to a shareholders' agreement as prescribed by Section _________ of the _________[General Corporation Law] of the State of _________. In consideration of the mutual covenants expressed herein, the parties agree as follows: SECTION ONE. OFFICERS (a). Employment. The following shall be the officers of the corporation until his or their employment is terminated as provided in Section One (e): Name Office
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(b). Salaries. The salaries of the respective officers shall be _________[specify amounts and times payable, or set forth method of determination]. (c). Duties. Notwithstanding anything to the contrary contained in the bylaws of the corporation and except as required by the _________[General Corporation Law] of the State of _________, the officers, in the manner agreed among them, shall manage all the business and affairs of the corporation and exercise all its corporate power. In the following instances, however, the officers may act only after obtaining the approval of the outstanding shares in the manner provided in the bylaws: _________[set forth acts for which shareholder approval is desired, such as issuing or transferring shares of stock or selling all or substantially all of assets of corporation]. (d). Indemnification. Each officer agrees to indemnify the shareholders and their successors and assigns from and against any liability incurred as a result of the exercise of the above powers and duties by such officer. (e). Termination. The employment of each officer shall terminate on the occurrence of any one of the following events: (1). He ceases to be a shareholder. (2). He voluntarily resigns. (3). He declares bankruptcy, dies, or becomes physically incapacitated. (4). He is declared of unsound mind by an order of court. (5). He is convicted of a felony. (6). He reaches the age of _________. (7). On the involuntary dissolution of the corporation as provided by Section _________ of the _________[General Corporation Law] of the State of _________. In the event of the termination of employment of any one of the officers, his replacement shall be selected in the manner provided in the bylaws. SECTION TWO. DIVIDENDS Subject to the limitations contained in the provisions of Section _________ of the _________[General Corporation Law] of the State of _________, the shareholders shall be entitled to receive each year from the corporation dividends in an amount equal to the percentage of net profits of the corporation set forth opposite their names below: Name Amount of Dividend
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SECTION THREE. DISTRIBUTIONS IN LIQUIDATION Subject to the limitations contained in Section _________ of the _________[General Corporation Law] of the State of _________, on voluntary dissolution of the corporation, distribution of the assets of the corporation shall be made as follows: _________. SECTION FOUR. WAIVER OF MEETINGS No meetings of shareholders or directors need be held, but may be called as provided in the bylaws of the corporation. SECTION FIVE. RECORDS AND REPORTS _________ shall maintain the books, records, and other documents required by Section _________ of the _________[General Corporation Law] of the State of _________. SECTION SIX. BINDING EFFECT This agreement shall inure to the benefit of and be binding on the successors and assigns of the parties. SECTION SEVEN. GOVERNING LAW This agreement shall be governed and construed as prescribed by the laws of the State of _________. SECTION EIGHT. FILING OF AGREEMENT A duplicate original of this agreement shall be filed with the secretary of the corporation for inspection by any prospective purchaser of shares of stock in the corporation. The parties have executed this agreement at _________[designate place of execution] on the day first above written. [Signatures]