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Sawyer's stock. Sawyer and Paul Brown entered into the 1980
option agreement to give each of them a chance to obtain a
majority interest in the Bengals if the other died. Neither
wanted any other Bengals shareholder to gain control.
The 1980 option agreement provided in part as follows: (a)
Paul Brown received an option to buy Bengals stock owned by
Sawyer at Sawyer's death; (b) Paul Brown's option was not
assignable except to Mike Brown; (c) if Paul Brown died before
Sawyer, Mike Brown could exercise the option; (d) Sawyer received
an option to buy the stock Paul Brown owned when he died if
Sawyer survived Brown, and if such shares would not pass to Mike
or Peter Brown under Paul Brown's will or under State law
applicable to the distribution of the assets of Paul Brown's
estate; (e) Sawyer's option from Paul Brown was not assignable by
him and terminated when he died; and (f) the price of each share
of stock bought under the option was initially set at $28,735.63,
and was to be adjusted each March by Paul Brown and Sawyer.
The price of stock under the 1980 option agreement was set
as follows:
Date Price Set Price Per Share
Oct. 24, 1980 $28,735.63
Mar. 16, 1981 28,735.63
Mar. 23, 1982 45,000.00
Mar. 22, 1983 45,000.00
Paul and Mike Brown and Sawyer canceled the 1980 option
agreement on May 16, 1983.
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