Purchase of Stock at EmploYee's Death. Upon the death of the Employee, the Representative may require Systems to purchase all but not less than all of the Stock owned by the Employee at the time of the Employee's death, and any Transferee may require Systems to purchase all but not less than all of the Stock owned by it at the time of the Employee's death, in accordance with the provisions of this Section 14 of this Agreement. This option may be exercised by notice to Systems given within six (6) months after the date of death of the Employee. Upon the giving of such notice, the Person who gave such notice shall be obligated to sell and Systems shall be obligated to purchase the Stock at Fair Market Value per share. Systems shall pay to such Person by cash an amount equal to the lesser of the Purchase Price or the Life Insurance Proceeds at the closing of any such purchase. Any remaining balance shall be payable by Systems giving such Person a promissory note payable in equal monthly installments over the course of 36 months at an interest rate equal to the publicly announced prime rate of interest of M&l Xxxxxxxx & Ilsley Bank, changing on each day such prime rate changes. In the event that more than one Person gives Systems such a notice, the cash paid to each Person at the closing of any such purchase shall be an amount equal to the lesser of (i) the Purchase Price or (ii) the Life Insurance Proceeds multiplied by a fraction, the numerator of which is the number of shares of Stock owned by such Person and the denominator of which is the number of shares of Stock owned by all Persons who have given notice to Systems under this Section 14(a)(1) of this Agreement.
Appears in 2 contracts
Samples: Employment and Noncompetition Agreement (Hk Systems Inc), Employment and Noncompetition Agreement (Hk Systems Inc)
Purchase of Stock at EmploYee's Death. Upon the death of the Employee, the Representative may require Systems to purchase all but not less than all of the Stock owned by the Employee at the time of the Employee's death, and any Transferee may require Systems to purchase all but not less than all of the Stock owned by it at the time of the Employee's death, in accordance with the provisions of this Section 14 of this Agreement. This option may be exercised by notice to Systems given within six (6) months after the date of death of the Employee. Upon the giving of such notice, the Person who gave such notice shall be obligated to sell and Systems shall be obligated to purchase the Stock at Fair Market Value per share. Systems shall pay to such Person by cash an amount equal to the lesser of the Purchase Price or the One Million Five Hundred Thousand Dollars ($1,500,000) of Life Insurance Proceeds at the closing of any such purchase. Any remaining balance shall be payable by Systems giving such Person a promissory note payable in equal monthly installments over the course of 36 months at an interest rate equal to the publicly announced prime rate of interest of M&l Xxxxxxxx & Ilsley Bank, changing on each day such prime rate changes. In the event that more than one Person gives Systems such a notice, the cash paid to each Person at the closing of any such purchase shall be an amount equal to the lesser of (i) the Purchase Price or (ii) the One Million Five Hundred Thousand Dollars ($1,500,000) of Life Insurance Proceeds multiplied by a fraction, the numerator of which is the number of shares of Stock owned by such Person and the denominator of which is the number of shares of Stock owned by all Persons who have given notice to Systems under this Section 14(a)(1) of this Agreement.
Appears in 2 contracts
Samples: Employment and Noncompetition Agreement (Hk Systems Inc), Employment and Noncompetition Agreement (Hk Systems Inc)
Purchase of Stock at EmploYee's Death. Upon the death of the Employee, the Representative may require Systems to purchase all but not less than all of the Stock owned by the Employee at the time of the Employee's death, and any Transferee may require Systems to purchase all but not less than all of the Stock owned by it at the time of the Employee's death, in accordance with the provisions of this Section 14 of this Agreement. This option may be exercised by notice to Systems given within six (6) months after the date of death of the Employee. Upon the giving of such notice, the Person who gave such notice shall be obligated to sell and Systems shall be obligated to purchase the Stock at Fair Market Value per share. Systems shall pay to such Person by cash an amount equal to the lesser of the Purchase Price or the Life Insurance Proceeds at the closing of any such purchase. Any remaining balance shall be payable by Systems giving such Person a promissory note payable in equal monthly installments over the course of 36 months at an interest rate equal to the publicly announced prime rate of interest of M&l Xxxxxxxx & Ilsley Xxxxxx Bank, changing on each day such prime rate changes. In the event that more than one Person gives Systems such a notice, the cash paid to each Person at the closing of any such purchase shall be an amount equal to the lesser of (i) the Purchase Price or (ii) the Life Insurance Proceeds multiplied by a fraction, the numerator of which is the number of shares of Stock owned by such Person and the denominator of which is the number of shares of Stock owned by all Persons who have given notice to Systems under this Section 14(a)(1) of this Agreement.
Appears in 1 contract
Samples: Employment and Noncompetition Agreement (Hk Systems Inc)