STOCK AGREEMENT
This Agreement, made on this ____ day of __________________, 19___, 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 _________________________________, hereinafter referred to as
"Stockholder" ;
WITNESSETH:
WHEREAS, Company desires to issue to Stockholder shares of the Class B
Nonvoting Common Stock ("Stock") of the Company, and Company may have previously
issued shares of Stock to Stockholder and may hereafter issue additional shares
of Stock to Stockholder, and Company desires to grant to Stockholder the right
to sell said shares to Company under certain circumstances and conditions; and,
whereas, in partial consideration thereof, Stockholder 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 of Stock under certain
circumstances and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto do hereby agree as follows:
1. This Agreement shall apply to all Stock of the Company presently owned
or held by Stockholder, directly or beneficially, and to any Stock of the
Company acquired by or held by Stockholder, directly or beneficially, in the
future.
2. Stockholder understands and agrees that, in accordance with Texas law
pertaining to incorporated insurance agencies, Stockholder must be duly licensed
as a Texas life insurance agent (resident or non-resident as applicable) in
order to own Stock of the Company. In the event Stockholder ceases to be so
licensed, Stockholder and the Company agree that Stockholder's Stock will be
repurchased by the Company under the same terms and conditions as hereinafter
described for repurchase in the event of Stockholder's desire to sell same,
Stockholder's death or Stockholder's ceasing to be an agent appointed by the
Company.
3. In the event Stockholder desires to sell or otherwise dispose of the
Stock currently owned or held by Stockholder or issued to Stockholder under the
terms hereof, Stockholder shall in writing notify the Company of such desire.
The Company agrees to repurchase such shares within ninety (90) days after
receipt of such notice from Stockholder for the price described in paragraph
"5", below. The price paid by Company shall be such price as of the date of
closing of such repurchase. At the closing of such repurchase, Stockholder shall
deliver to Company the certificate(s) representing such Stock duly endorsed for
transfer and the Company shall pay to Stockholder the repurchase price. The
Company will determine to pay the repurchase price in cash, by delivery of the
Company's unsecured promissory note containing such terms and provisions as
Company shall determine in the exercise of its reasonable discretion, or by a
combination of cash and such promissory note. In the event of Stockholder's
death, or Stockholder's ceasing to be a duly authorized agent of the Company
pursuant to a current written agency agreement, the Company also agrees to
repurchase such Stock and the Stockholder shall have an obligation to sell such
Stock within ninety (90) days of such event, under the same terms and conditions
described immediately above. Stockholder agrees not to transfer, pledge, assign,
or otherwise in any manner encumber any of such shares of stock except as
expressly provided herein.
4. In the event Stockholder at any time is the owner or holder, directly
or beneficially, of shares of Stock representing more than five percent (5%) of
the Company's outstanding shares of common stock, the Company shall have the
right, on thirty (30) days written notice to Stockholder, to repurchase that
number of shares of common stock of Stockholder representing the shares in
excess of such five percent (5%) limitation, taking into account all other
planned redemptions of Stock by the Company at that time, under the same terms
and conditions described in paragraph "3" above. Stockholder hereby acknowledges
and agrees that the Company can exercise such right of repurchase at any time
and that the Company intends to effect a redemption of shares prior to the
declaration or payment of a dividend on shares of common stock of the Company so
that a dividend is not paid on shares owned or held by Stockholder which are in
excess of five percent (5%) of the Company's outstanding shares of common stock.
5. The Company shall, at least annually, advise Stockholder in writing of
the price of the common stock of the Company of the same class of stock as held
by Stockholder, as determined by the Company, in the exercise of its sole and
absolute discretion, for the purpose of establishing the repurchase price of
such Stock, and it is specifically agreed that this price, as of the most recent
date provided by the Company, shall be the purchase price paid by the Company
for Stockholder's shares upon their repurchase from Stockholder or Stockholder's
estate.
6. 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
_____________________ 19___, by and between Independent Research
Agency for Life Insurance, Inc. (the "Company"), and
___________________________________________, a copy of which Agreement
is on file in the Company's office."
7. 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.
8. This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof. No amendment, modification, or
waiver of any provision of this Agreement shall be valid unless made in writing
and signed by both parties hereto.
EXECUTED on this _____ day of___________, 19___.
____________________________
Stockholder
INDEPENDENT RESEARCH AGENCY FOR LIFE
INSURANCE, INC.
ATTEST: By:________________________
President
______________________________
Secretary
