BUY -SELL AGREEMENT
BETWEEN BUYING PARTNERS
This Buy-Sell Agreement is made effective as of 1 March, 2014 between Anne and Barry
(the Owners), who are the owners of Santa Clara Wealth Management.
Each owner owns 50% of the Company and desires to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows.
1. General Transfer or Voluntary Sale - Any Owner who wishes to sell or transfer such
Owner's Units must first provide written notice of such intent to each of the other
Owners. Other Owners shall have thirty (30) days from the effective date of such notice, to buy the offered stake. In essence, if one Owner decides to sell to a third party, the other owner has first right to purchase the other’s stake. All selling costs associated with the sale should be fully paid by the acting owner who decides to sell his/her share.
2. Death of an Owner - Upon the death of an owner, the deceased owner's share will pass to the beneficiary as stated in the owner’s will. The transfer of ownership shall be deemed effective on the date of the deceased partner. All assets and liabilities including of taxes and liens will be transferred to beneficiaries as stated in the deceased owner’s will.
3. Termination of Employment - If any Owner terminates employment with the
Company because the Employee-Owner is a Disabled Employee, then his/her portion of management control is transferred to a new owner as stated in the owner’s will.
On the other hand, if the Owner terminates employment at will, then he/she is responsible for finding a new owner.
Company Valuation – Valuation will be determined by the book value, which shall be calculated by the independent certified public accountant ("CPA") regularly employed by the Company. If the Company does not have a regularly employed independent CPA, the determination shall be made by an independent CPA selected by the Company for this purpose. The book value shall be calculated in a manner consistent with the Company's regulations.
5. Payment Terms during Transfer/Sale – All payments shall be made in sixty (60) days.
Payment can be made in cash, or