STOCK REDEMPTION AGREEMENT
THIS AGREEMENT dated April 9, 1996, is between XXXX X. XXXXX
("Stockholder"), stockholder in West Telemarketing Insurance Agency, Inc. ("The
Corporation"), XXXX and XXXX XXXX or either of them ("Wests") and XXXX XXXXX
("Xxxxx"). The Parties to this Agreement want to provide for continuity and
harmony in the management and policies of The Corporation by:
(a) Restricting the involuntary transfer of Stock;
(b) Restricting the voluntary transfer of Stock;
(c) Providing for the purchase of a deceased, disabled or terminated
Stockholder's stock;
(d) Providing for the purchase of Stockholder's Stock at the Wests'
and Xxxxx'x option.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS BY THE PARTIES
HERETO, IT IS AGREED AS FOLLOWS:
1. Definitions.
The following terms used in this Agreement shall be defined as follows
unless the context clearly indicates some other definition:
(a) The "Seller" shall be (1) the selling Stockholder, or (2) his
personal representative, guardian, conservator or trustee.
(b) The "Closing Date" shall be a time determined by the Wests.
(c) The "Stock" includes all of the rights, title and interest which
a Stockholder has in the capital Stock and in options to acquire
capital Stock of the Corporation.
2. Restrictions on Transfer of Stock.
(a) Restriction on Voluntary Transfer.
---------------------------------
Stockholder shall not, during his lifetime, assign, sell, encumber,
dispose of or transfer all or any portion of his Stock of The Corporation
without first offering to sell his Stock to the Wests and Xxxxx at the price and
terms provided for in this Agreement. Any Stock not purchased by the Wests
and/or Xxxxx within ninety (90) days after receipt of the written offer and a
statement of intention to transfer including the name and address of the
prospective purchaser or donee and the terms of such transfer accompanied by a
copy of any written offer, contract or agreement, may be encumbered or
transferred to the designated purchaser or donee for sixty (60) days, after
expiration of the ninety (90) day period, but shall not thereafter be encumbered
or transferred without again complying with the provisions of this section.
(b) Restriction on Involuntary Transfer.
-----------------------------------
If any portion of the Stock held by Stockholder should be sold to satisfy
his debt, the Wests and Xxxxx shall have the right for ninety (90) days after
being notified of the sale and sales price to purchase that Stock at the price
and terms provided for in this Agreement. Any purchaser at any such involuntary
sale shall take such Stock subject to all the terms and conditions of this
Agreement.
(c) Agreement for Redemption Upon Death, Disability or Termination.
--------------------------------------------------------------
(1) On the death or termination of a Stockholder's employment by
The Corporation, the Wests and Xxxxx shall have the irrevocable option to
purchase the Stockholder's Stock at the price and terms provided for in
this Agreement. In the event of the exercise of such option, the
Stockholder shall be obligated to sell to the Wests and Xxxxx, all of the
Stock owned by him. Within sixty (60) days after the date of the
Stockholder's death or termination of employment, directorship and office
with The Corporation the Wests and Xxxxx may exercise their option to
purchase the Stockholder's Stock by written notice to the personal
representative of the Stockholder's estate or, if applicable, his trustee.
(2) At such time as Stockholder is determined to be permanently
disabled, he or another Seller, as the case may be, shall sell his Stock to
the Wests and Xxxxx at the price and terms provided for in this Agreement;
and the Wests and Xxxxx shall purchase the disabled Stockholder's Stock at
the same price and terms. A Stockholder shall be determined to be
permanently disabled at such time as a physician appointed by the Wests
determines in his/her best judgment that the Stockholder, by reason of
illness or physical disability, is no longer able to carry out his
responsibilities as an employee, director or officer of The Corporation
similar to that in which he has been employed in the past, and there is no
reasonable likelihood that the Stockholder will recover from this
disability within a reasonable period of time.
(d) Wests Options to Purchase At Any Time.
-------------------------------------
The Wests shall have an irrevocable option to purchase the Stock of the
Stockholder in The Corporation at any time they desire. This option shall be
exercised by the Wests upon written notice to the Stockholder and shall be
effective upon receipt of notice.
3. Purchase Price.
The Wests shall have the option to purchase eighty-five percent (85%) of
the shares of the Seller's Stock for the aggregate purchase price of One Dollar
($1.00). Xxxxx shall have the option to purchase fifteen percent (15%) of the
shares of the Seller's Stock for the aggregate purchase price of One Dollar
($1.00).
-2-
4. Additional Stock Included.
This Agreement shall pertain to and cover any and all shares of Stock of The
Corporation which may hereafter be held by stockholder.
5. Endorsement on Certificate.
Each certificate representing the stock of The Corporation shall have
imprinted thereon a legend in substantially the following form:
The capital stock of West Telemarketing Insurance Agency, Inc.
Represented by this certificate is subject to and governed by the
terms and conditions of that certain Stock Redemption Agreement dated
April 9, 1996, a copy of which is on file at the office of the
corporation. No transfers of this stock shall be made except in
compliance with this Agreement.
6. Agreement Controls Transfer of Shares.
None of the Stock shall be transferred upon the books of The Corporation
nor shall any sale or transfer or other disposition be effective, unless and
until all of the terms and conditions of this Agreement are first complied with,
and in case of violation of this Agreement by the attempted transfer of the
Stock without compliance with the terms hereof, the person or persons for whose
benefit these options are provided shall have the right to compel the holder or
transferee to execute all documents necessary to maintain that status in a
timely manner.
7. Notices.
Except as otherwise provided, all notices, offers, acceptances, requests
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered in person or when deposited in the mail by
certified or registered mail to each Stockholder, at his address set forth in
the records of the Corporation, to the Wests and Xxxxx at 0000 Xxxxx Xxxxxx,
Xxxxx, Xxxxxxxx or to such other address as any party shall designate to the
other parties in writing.
8. Governing Law.
The terms and conditions of this Agreement shall be governed and construed
in accordance with the internal laws of the State of Nebraska applicable to
contracts made and performed in Nebraska.
9. Modification.
No change or modification of this Agreement shall be valid unless same
shall be in writing and signed by all the parties hereto.
-3-
10. Additional Documents.
Any part hereto shall deliver to any other party upon request any documents
reasonably needed to effect the intent and purposes of this Agreement.
11. Counterparts.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one
Agreement.
IN WITNESS WHEREOF, the parties hereunto have executed this Agreement on
the date first above written.
/s/ Xxxx X. Xxxxx
-----------------------------------------------
XXXX X. XXXXX, Stockholder
/s/ Xxxx Xxxx
-----------------------------------------------
XXXX XXXX
/s/ Xxxx Xxxx
-----------------------------------------------
XXXX XXXX
/s/ Xxxx Xxxxx
-----------------------------------------------
XXXX XXXXX
-4-
