LIFETIME OR RETIREMENT SALE; RESTRICTIONS ON ENCUMBRANCE. If any nondisabled Shareholder desires to transfer his/her shares of the Corporation during his/her lifetime, he/she shall be precluded from doing so until he/she has offered to sell his/her shares to the Corporation or to the remaining Shareholder(s) at the price determined under this Agreement. In addition, on a nondisabled Shareholder’s termination of employment from the Corporation for any reason whatsoever, he/she shall offer to sell to the Corporation or to the remaining Shareholder(s) all of his/her shares of the Corporation at the price and terms determined under this Agreement. The Corporation and the remaining Shareholder(s) shall have the purchase options established below, but if they fail to exercise the options within the periods set forth, the retiring or withdrawing Shareholder may transfer his/her shares to any other person or institution as he/she so desires provided, however, that he/she shall not sell the interest without first offering it to the Corporation or to the remaining Shareholder(s) at the price and terms offered to the other parties. If the sale or transfer does not take place within 60 days of the expiration of the other Shareholders’ cross-purchase option, the shares shall again become subject to all the terms and provisions of this Agreement. As used in this Agreement, the term “transfer” is any sale, pledge, encumbrance, gift, bequest, or other transfer of any shares of stock of the Corporation, whether or not for value and whether or not made to another party to this Agreement. The term “transfer” shall also include an involuntary 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. However, a transfer made to a trust that is wholly revocable by the transferring Shareholder shall not be a transfer for purposes of this Agreement, but any subsequent transfer by the trustee of the trust shall be deemed to have been made by the trust’s grantor. In addition, for all purposes of interpreting this Agreement, the shares owned by the trust shall be treated as if still owned by the transferring Shareholder.
LIFETIME OR RETIREMENT SALE; RESTRICTIONS ON ENCUMBRANCE. In the event a Stockholder desires to sell his corporate interest during his lifetime, or upon retirement, he shall be precluded from selling or offering to sell his stock to any other person or institution, except in compliance with the Stockholders' Agreement. In the event the remaining Stockholders elect to purchase the retiring or withdrawing Stockholder's interest pursuant to the Stockholders' Agreement, such purchase shall be made on an installment sale basis. The remaining Stockholders shall direct the Trustee to exercise any available life insurance policy options to borrow or withdraw policy cash values, and to make an initial down payment in cash of twenty percent (20%) of the purchase price as determined under Section 7(b) of the Stockholders' Agreement. The remaining balance shall be paid pursuant to Section 7(b) of the Stockholders' Agreement, commencing with the annual anniversary of the initial down payment as described above, using the same policy cash value sources, if any, and otherwise by payments from the purchasing Stockholders.
