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EXHIBIT C
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STOCK RESTRICTION AGREEMENT
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This Agreement (the "Agreement") is made and entered into this 10th day of
March, 1995, by and among ▇▇▇▇▇▇ Valley Holding Corp., a New York State
Corporation (the "Company"), and __________________ ("Stockholder")
RECITALS
A. WHEREAS, Stockholder may now own or may hereinafter own shares of common
stock of the Company ("the Shares") and
B. WHEREAS, the Company is granting stock option rights to the Stockholder
which will allow the Stockholder to acquire shares of the Company; and the
Company's grant of the stock options to the Stockholder is conditioned upon
Stockholder agreeing to the terms and conditions of this Stock Restriction
Agreement; and
C. WHEREAS, the parties acknowledge that the purpose of the Stock
Restriction Agreement is to protect and preserve the shareholders mutual
interests and the interests of the Company by promoting continuity of share
ownership and corporate control by imposing certain restrictions on the
transferability of the Company shares.
NOW, THEREFORE, in consideration of One Dollar ($1 .00) and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:
1. Right of First Refusal. The Stockholder shall not sell, assign,
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transfer, or give, or in any manner, dispose of (gifts to family members
excepted, provided however, that the donee must become a signatory of the Stock
Restriction Agreement) all or any part of his or her Shares, now owned or
hereafter acquired, or any right or interest therein, whether voluntarily or by
operation of law, without first giving to the Company written notice by
Certified or registered Mail (the "Sale Notice") of his or her receipt of an
offer from a prospective purchaser. The Sale Notice must be in writing, giving
the name and address of the prospective purchaser, the number of Shares
involved, and the terms of such purchase.
Within ten (10) days after receipt of the Sale Notice by the Company,
the Company, by action of its Board of Directors or its designated committee,
may elect to purchase all, but not less than all, of such Shares offered for
disposition, or may elect to designate a person, including an officer, director
or employee of the Company, to purchase all but not less than all of such
Shares. The purchase price of any Shares
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purchased under terms of this Agreement shall be on the same terms and
conditions as that offered by the prospective purchaser.
2. Termination of Restrictions. If all of the Shares of the Stockholder or
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transferor desiring to make a disposition thereof are not purchased by the
Company or its designee in accordance with the provisions of Paragraph I hereof,
then all restrictions imposed by this Agreement upon the unsold Shares shall
terminate and the Stockholder desiring to make a disposition therefor shall be
free to sell the unsold Shares to the prospective purchaser at the price and
terms set forth in the original offer, at any time within twenty (20) days
thereafter; provided, however, that at the end of the twenty (20) day period,
all restrictions shall again be applicable in the same manner and under the same
terms as set forth in this Agreement.
3. Terms of the Purchase.
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A. Closing. The consummation of the purchase and sale of the Shares
shall be referred to as the "Closing", and shall take place at a time and place
as to which the parties shall agree, but in no event shall it occur more than
twenty (20) days after the Company receives the Sale Notice pursuant to
Paragraph 1 of this Agreement.
B. Transfer of Shares. At such time as the agreed consideration has been
paid and delivered to the selling Stockholder or his or her estate, the Shares
shall be transferred to the purchaser.
C. Payment of Purchase Price. The purchase price for any shares
purchased pursuant to this Agreement shall be paid, either in cash or certified
funds.
4 Endorsement on Share Certificate. Each certificate representing shares
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of the Company shall have endorsed conspicuously on its face a legend in
substantially the following form:
(i) THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
("THE ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.
(ii) THE OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THE SHARES
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
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THE TERMS OF THAT CERTAIN SHAREHOLDER AGREEMENT INCLUDING ANY
AMENDMENTS THERETO, AND MAY NOT BE AFFECTED IN CONTRAVENTION OF
THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE
FURNISHED TO THE HOLDER HEREOF BY THE SECRETARY OF THE COMPANY
UPON WRITTEN REQUEST.
5. Miscellaneous.
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A. Binding Effect. This Agreement shall be binding upon the parties to
this Agreement and upon their respective heirs, legatees, personal
representatives, successors, assigns and donees.
B. No Waiver. No waiver of any breach or default under this Agreement
shall be considered valid unless in writing, and no such waiver shall be deemed
a waiver of any subsequent breach or default of the same or similar nature.
C. Amendment. This Agreement may only be amended by written instrument
executed by both parties hereto.
D. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties with respect to the transaction contemplated
pursuant to this Agreement, and supersedes all prior agreements, arrangements,
and understandings related to its subject matter among the parties.
E. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute the same document.
F. Governing Law. The laws of the State of New York shall govern this
Agreement and the construction of its terms. If any provision is unenforceable
or invalid for any reason, the remainder of this Agreement shall continue in
effect.
G. Enforcement. If a Stockholder proposes to make a transfer of any
shares by assignment, sale, gift or any other transfer in violation of the terms
of this Agreement, the Company may apply to any court for injunctive order
prohibiting such proposed transfer except in compliance with the terms of this
Agreement. The Company may institute or maintain proceedings against the
violating Stockholder to compel specific performance of this Agreement. Any
attempt to transfer Shares in violation of this Agreement shall be void.
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H. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by Certified or
Registered Mail to:
As to the "Company" to:
Chairman of the Board
▇▇▇▇▇▇ Valley Holding Corp.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
As to the "Stockholder" to:
Any party, by notice given as provided above, may change the address to
which his, her, or its future notices shall be sent.
I. Termination. This Agreement shall terminate upon the unanimous
written agreement of the parties hereto.
IN WITNESS WHEREOF, the Company and the Stockholder have executed this
Agreement effective as of the date first above written.
▇▇▇▇▇▇ VALLEY HOLDING CORP.
By:_______________________________________
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
STOCKHOLDER
By:_______________________________________
STATE OF NEW YORK )
s.s.:
COUNTY OF WESTCHESTER)
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On the day of , 1995 before me personally came ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. to me
known, who, being by me duly sworn, did depose and say that he resides at ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; that he is the President & CEO of
▇▇▇▇▇▇ VALLEY HOLDING CORP., the Corporation described in and which executed the
foregoing instrument; that he knows the seal of the Corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said Corporation, and that he signed his name
thereto by like order.
STATE OF NEW YORK )
s.s.:
COUNTY OF WESTCHESTER)
On the day of , 1995 before me personally came _______________, to me known
to be the individual described in and who executed the foregoing instrument, and
acknowledged that she executed the same.
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