Shareholder Agreement Sample.docx

1、Shareholder Agreement SampleShareholder AgreementAGREEMENT made and entered into as of the _ day of _, 2XXX , by and among John Doe, residing at specify address (hereinafter Doe), and Mark Smith, residing at specify address (hereinafter Smith), and XYZ, Inc. (the Corporation).W I T N E S S E T H:WHE

2、REAS, all of the issued shares and outstanding stock of the Corporation are owned in the following percentages:Doe 50%Smith 50%WHEREAS, the Shareholders hereto deem it to be in the best interest of the Corporation to act together concerning the management of the Corporation as well as to make provis

3、ion for the contingency of the death or disability of any Shareholder and to set forth the manner and method by which a Shareholder may sell his stock during his lifetime.NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS;FIRST: MANAGEMENT AND OPERATION OF THE CORPORATION 1. 1. Directors and Officers.

4、 For the duration and term of this Agreement, the Shareholders will elect and continue in office as Directors of the Corporation the following: Smith Doe The Officers of the Corporation shall be: Smith - President; Treasurer Doe - Vice President; Secretary 2. Voting. All decisions within the ordinar

5、y course of business shall be made by the unanimous consent of both the President and the Vice President, who shall have equal say in the management of the ordinary course of business of the Corporation. In addition, for the purposes of selling, terminating, liquidating, entering loans or changing t

6、he basic purposes of the Corporation, the quorum and voting requirements shall be 100 percent of all shareholders and/or directors. Simultaneously herewith the Certificate of Incorporation is being amended to provide for the terms of this section. 3. Checks. All cash, checks and instruments for the

7、payment of monies are to be deposited in the Corporations bank account. All checks drawn upon such account are to be signed jointly by the President and Vice President and/or their nominees. 4. Salaries. The President and Vice President agree to draw equal salaries, as voted upon by the Board of Dir

8、ectors of the Corporation. 5. Employment. The President and Vice President agree to work full-time and exclusively for the Corporation. Neither party shall be permitted to own an interest in, operate, join, control, participate in directly or indirectly, or be connected as an officer, employee, agen

9、t, independent contractor, partner, stockholder or principal of or in any corporation, partnership, firm, association, person or other entity soliciting orders for, selling, distributing or otherwise marketing products, goods, equipment and/or services which directly or indirectly compete with the b

10、usiness of the Corporation, without the express written consent of the other, which consent shall not be unreasonably withheld. Both parties shall provide such services to the operation of the Corporation and Corporate business as shall be deemed proper and necessary, including keeping each other in

11、formed of all letters, accounts, writings and other information which shall come to their attention concerning the business of the Corporation. Both parties shall keep or cause to be kept full records of each transaction of the Corporation and shall maintain such records at the principal office of t

12、he Corporation at specify address, or at the principal office of the Corporations accountant. Said records shall be open for inspection and examination by each of them, or their duly authorized representative, at all reasonable times. Notwithstanding the foregoing, each of the Executive officers abo

13、ve named agree to be employed by the Corporation and the Corporation agrees to employ them under the following terms and conditions: 1. The employment of each such Officer shall continue so long as he is a Shareholder of the Corporation. 2. Each Executive Officer devotes all of his working time, ene

14、rgy and attention solely and exclusively to the business of the Corporation, and none of his working time to any other firm or business without the written consent of the other. 3. In the event any Executive Officer terminates his employment with the Corporation or it is determined by arbitration as

15、 hereinafter provided that such Officer has breached the terms of his employment hereunder, by committing acts constituting just cause to terminate such employment as determined by the arbitrators, or by failing to render exclusive time and attention to the business of the Corporation, or by partici

16、pating, either directly or indirectly, in another business competitive with the business of the Corporation, then either of any such occurrences shall be deemed an offer to sell all of the shares that such Officer owns in the Corporation at the price, terms and conditions set forth in this Agreement

17、. 6. Disability. In the event either Shareholder is unable to perform the normal duties of his employment due to physical or mental disability, then the following shall apply: 1. During the first three hundred sixty five (365) consecutive days of such disability the Corporation shall pay to the disa

18、bled Shareholder such weekly salary and compensation as was then being paid to the disabled Shareholder prior to the onset of disability. 2. After three hundred sixty five (365) consecutive days of disability, no further compensation or salary shall be paid to the disabled Shareholder. 3. After thre

19、e hundred sixty five (365) days of such disability, the Corporation and the remaining shareholder shall, at any time thereafter and prior to the resumption of the normal duties of employment have the right to purchase all shares of stock of the disabled Shareholder as if the disabled Shareholder off

20、ered to sell all of his shares in the Corporation at the same price, terms and conditions set forth in the Article of this Agreement entitled Lifetime Sale of Shares. 4. There shall be deducted from any salary paid to a disabled Shareholder all payments received by the disabled Shareholder from any

21、private or public disability insurance, the premiums of which were paid for by the Corporation. 7. Indemnity. In the event any Shareholder is held personally liable for any liability of the Corporation, then the other Shareholder shall indemnify him against fifty percent (50%) of any such personal l

22、iability. 8. Death Of A Shareholder. In the event of the death of a Shareholder, the legal representative of his Estate shall be required to sell all of decedents shares of stock of the Corporation and he shall be deemed to have offered all of said shares to the Corporation and surviving Shareholder

23、. 1. Acceptance. The Corporation shall be deemed to have accepted the offer to purchase as many shares as it may legally purchase. In the event the Corporation is unable to legally purchase all of such shares, the surviving Shareholder shall purchase those shares which the Corporation cannot legally

24、 purchase. 2. Closing. Closing shall be held at the office of the attorney for the Corporation, specify attorney, on a date and time to be mutually agreed upon but no later than ten (10) days after either the determination of the purchase price or appointment of a legal representative for the decede

25、nts estate, whichever is later. The article of this Agreement entitled Manner Of Payment, sets forth the documents and papers to be executed and/or delivered at closing. 3. Purchase Price. The purchase price of a deceased Shareholders stock shall be determined by the Shareholders in writing every si

26、x (6) months. If no such written determination has been agreed upon within six (6) months from date of death, then the price shall be fixed at the gross commission income received by the Corporation during the preceding full fiscal year. 4. The Corporation may obtain life insurance policies on the l

27、ives of each of the Shareholders. In the event such life insurance policies are so obtained, then the Corporation shall collect the proceeds thereof, hold same as trustee and turn same immediately over to the legal representative of the deceased Shareholder as payment on account for decedents share

28、of stock. In the event said insurance proceeds exceed the amount of the purchase price as hereinabove provided, then the legal representative of the decedent shall retain the amount of said proceeds as payment in full for decedents stock. In the event the purchase price of decedents stock as hereina

29、bove provided exceeds the proceeds of insurance, then the balance of the purchase price shall be paid pursuant to the article of this Agreement entitled Deferred Payment. The amount of the insurance collected by the Corporation on decedents life shall in all events constitute the minimum purchase pr

30、ice to be paid by the Corporation for the shares of the decedent. 5. If one of the two (2) Shareholders should die, and if the remaining Shareholder should die within ninety (90) days after the death of the first Shareholder, then, notwithstanding any agreement to the contrary, neither the Corporati

31、on nor the Estate of the second deceased Shareholder shall be obligated to purchase, nor shall the Estate of the first deceased Shareholder be obligated to sell the stock held by said Estate. In such event, the proceeds of the life insurance on the lives of both Shareholders shall be delivered to th

32、e Corporation and shall belong exclusively to the Corporation, which shall be immediately liquidated and dissolved, and the proceeds of liquidation, after payment in full of the liabilities of the Corporation shall be paid to the Estates of the deceased Shareholders, proportionately to the stock interest of the deceased Shareholders in the Corporation. 6. In the event the Corporation is not legally able to purchase all or part of said shares and the surviving Shareholder fails or refuses to purchase all or the balance of such shares as hereinabove provided, and such failure