STOCK AGREEMENT
This Agreement, made on this 5th day of December, 1997, between
INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC., a Texas Corporation having
its principal place of business in Fort Worth, Texas, hereinafter referred to as
"Company" and Xxxxxxxx X. Xxxxx, hereinafter referred to as "Stockholder";
WITNESSETH:
WHEREAS, Company desires to sell to Stockholder one share of the Class A
Voting Common Stock of the Company and, in consideration thereof, Stockholder
hereby desires to agree to limitations on the transferability of such stock and
to grant, transfer and assign to Company the right to purchase said shares under
certain circumstances and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto do mutually agree as follows:
1. This Agreement shall apply to the Class A Voting share of stock of the
Company issued to Stockholder, hereafter referred to as "the Class A Voting
stock."
2. The Company reserves the right to repurchase the Class A Voting stock
which is the subject hereof at any time upon written notice to Stockholder.
Additionally, the Company will repurchase the Class A Voting stock in the event
any of the following occur:
a. The Stockholder ceases to be licensed as a Texas life insurance
agent.
b. The Stockholder ceases, for any reason, to be an agent appointed
by the Company.
c. The Stockholder advises the Company in writing that the
stockholder desires to sell the Class A Voting stock back to the
Company.
3. If the Class A Voting stock has not been repurchased from Stockholder
by the Company as a result of the occurrence of any of the events described in
paragraph "2," above, by December 31, 2000, then the Company will repurchase the
Class A Voting stock on that date.
4. The consideration which Stockholder has paid the Company for the share
of Class A Voting stock which is the subject of this Agreement is five (5) times
the price which the Company is currently paying for the Company's Class B
Nonvoting stock. The Company will, at least annually, publish, or advise the
Stockholder of, the price or prices which the Company will pay for both the
Class A Voting and Class B Nonvoting stock of the Company. It is recognized and
specifically agreed that such price or prices shall be determined by the Company
in its sole and absolute discretion.
5. All stock issued to Stockholder shall be legended in accordance with
Texas law as to incorporated insurance agencies and with the following
statement.
"The shares represented by this certificate are subject to the
provisions of that certain Stock Agreement executed on
December 5, 1997, by and between Independent Research Agency for
Life Insurance, Inc. ("Company"), and Xxxxxxxx X. Xxxxx, a copy of
which Agreement is on file in the Company's office."
6. Stockholder agrees not to transfer, pledge, assign or otherwise in any
manner encumber the Class A Voting stock. This Agreement shall be binding upon
the parties hereto, and all provisions hereof shall inure to the benefit of and
shall be binding upon the heirs, executors, legal representatives, successors
and assigns of the parties hereto.
7. No amendment, modification, nor waiver of any provision of this
Agreement shall be valid unless made in writing and signed by both parties
hereto.
EXECUTED on this 5th day of December, 1997
/s/ Xxxxxxxx X. Xxxxx
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Stockholder
INDEPENDENT RESEARCH AGENCY FOR LIFE
INSURANCE, INC.
ATTEST: By: /s/ Xxxxx X. Xxxxxx
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President
/s/ ILLEGIBLE
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Secretary
RATIFICATION
For good and valuable considerations, the receipt of which is hereby
acknowledged the undersigned, spouse of Xxxxxxxx X. Xxxxx does hereby join in
the execution of this Agreement and does hereby ratify and acknowledge that this
agreement is entirely fair, just, and equitable and to his best interests and
that he desires to bind his community interest, if any, in the performance of
this Agreement.
EXECUTED on this 5 day of December, 1997.
/s/ Xxxxxx X. Xxxxx
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Spouse
ACKNOWLEDGEMENT OF COMPANY PRESIDENT
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and State, on
this day personally appeared Xxxxx X. Xxxxxx known to be the person or officer
whose name is subscribed to the foregoing instrument and acknowledges to me that
the same was the act of the said INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE,
INC., a corporation, and that he executed the same as the act of such
corporation for the purposes and considerations therein expressed, and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ___ day of December, 1997.
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Notary Public
ACKNOWLEDGEMENT OF STOCKHOLDER
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxxxx X. Xxxxx known to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that
she executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 5th day of December,
1997.
/s/ Xxxx X. Xxxxxx
---------------------------------------
Notary Public
ACKNOWLEDGEMENT OF STOCKHOLDER'S SPOUSE
STATE OF TEXAS )
COUNTY OF TARRANT )
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared Xxxxxx X. Xxxxx known to be the person
whose name is subscribed to the foregoing instrument and acknowledged to me that
he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 5th day of December, 1997.
/s/ Xxxx X. Xxxxxx
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Notary Public
