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III of each agreement. While there are slight differences
between article VII of each stock restriction agreement, the
timing and the amount of payment for shares purchased by the
Company upon the death of a shareholder are substantially the
same.
Under the terms of article VII of each stock restriction
agreement in effect on decedent’s date of death, an executor of
the deceased shareholder whose estate qualified to make a section
6166 election, which allows certain estates to pay all or a
portion of their Federal estate tax in installments, had two
choices with respect to Company stock not transferred in
accordance with article III of the agreements. If the executor
of the deceased shareholder made a section 6166 election to pay
Federal estate tax in installments, the executor could offer the
shares to the Company at such times as the executor determined.
Under section 7.1(a) of the agreements, an executor who did not
make a section 6166 election was required to offer all Company
shares, other than shares transferred to "permitted transferees",
to the Company within 30 days after the date Federal estate taxes
were due to be paid.
Regardless of whether a section 6166 election was made, if
an executor offered shares to the Company pursuant to article VII
of either agreement, the Company was required to purchase that
number of shares which could be redeemed under section 303 (i.e.,
based on the amount of State and Federal death taxes and
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Last modified: May 25, 2011