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redemption price to the estate in a lump sum, either in cash or
by certified check. With respect to the optional redemption and
the right of first refusal, the company could either: (1) Pay
the entire purchase price in cash or by certified check, or
(2) pay the purchase price in equal, semi-annual payments over a
period not to exceed 5 years.
The 1987 Will
In 1987, simultaneously with entering into the 1987
redemption agreement, decedent executed a new will (the 1987
will). Decedent wished his kin to receive the assets of his
estate other than his shares in the company. He did not wish his
kin to bear any portion of either the taxes on his estate or the
expenses of administering the estate. He wished Simone to
receive his common shares in the company. The provisions of the
1987 will are consistent with decedent’s wishes. In particular,
with respect to Simone, one provision of the 1987 will provides
that decedent’s shares of stock in the company that are not
redeemed pursuant to the 1987 redemption agreement pass to
Simone. By another provision of the 1987 will, decedent
bequeaths $40,000 to Simone.
The 1987 Gift
Simultaneously with decedent’s execution of the 1987 will,
he gave Simone 20 shares of common stock in the company, which
represented a .4-percent ownership interest in the company.
The 1988 Sale
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Last modified: May 25, 2011