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restrictions on transfer, including maintenance of S election,
rights of first refusal, the effects of involuntary transfers,
legending shares, the status of transferees, and so on. The
agreement recites that the parties intend that all present and
future individual shareholders, other than Mrs. Biehl and the
spouse of another shareholder employee, would be employees of the
corporation, but that nothing in the agreement is intended to
create or imply any obligation of NCMI to employ or continue to
employ any shareholder.
In March 1994, petitioners filed an action in Santa Clara
County, California, Superior Court against NCMI and its other
shareholders. Petitioners were represented by the law firm of
Olimpia, Whelan, & Lively. Petitioners’ original fee agreement
dated May 31, 1994, required petitioners to pay Olimpia, Whelan,
& Lively an hourly fee for its services. The second fee
agreement, dated January 25, 1996, changed the original hourly
fee agreement to a contingency fee agreement. Under the terms of
the contingency fee agreement, petitioners agreed to pay Olimpia,
Whelan, & Lively one-third of all sums recovered.
Petitioners’ action against NCMI included a claim for
wrongful termination of Mr. Biehl’s employment as vice president
and general manager of NCMI and a claim for dissolution of NCMI
that would have entitled petitioners to be paid for their shares
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Last modified: May 25, 2011