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divorce, and the intent of the parties thereto “to settle their
respective rights and obligations against and to one another”.
After providing for the division of the parties’ real and
personal property, the Settlement Agreement addressed
“businesses” in which “The parties acknowledge that Husband
and/or Wife have an interest”, including petitioner. The
Settlement Agreement provided that Walter would transfer to
Barbara one-half of his holdings of 80 percent of the outstanding
stock of petitioner, subject to Barbara’s agreement to vote the
stock as requested by Walter.2 The Settlement Agreement further
provided that Walter was prohibited from transferring any assets
of petitioner except in the ordinary course of business to a bona
fide purchaser for value. In addition, the Settlement Agreement
made specific reference to the Pension Agreement, as follows:
(e) Walter S. Bandurski, Inc. has previously
entered into a Non-Qualified Pension Agreement with
Wife for past services, a copy of which is attached
hereto as Exhibit “C”. The Pension Agreement provides
Wife with a payment of $375.00 per week. Husband
further agrees that the company shall provide Wife with
the use of two automobiles of her choosing, together
with reasonable and periodic replacements thereof no
less than every three (3) years and also provide
insurance on such automobiles, maintenance and gasoline
and shall indemnify wife and pay for any increase in
Federal or State income taxes resulting to her as a
result of the provisions regarding such automobiles.
Husband further agrees that the company shall provide
2 In this regard, the Settlement Agreement further provided
that Walter’s voting requests had to be for a valid business
purpose, with any disagreements on this point to be submitted to
arbitration.
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Last modified: May 25, 2011