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preferred stock and common stock, or either, set opposite such class of stock in said table, shall be deducted and abated, viz.:

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(bb) For each one thousand ($1,000) dollars par value of such bonds of the Koe Company that shall not be acquired by the Steel Corporation, one thousand ($1,000) dollars par value of such bonds of the Steel Corporation shall be abated and deducted.

SECOND. The Steel Corporation further agrees that, in the event of the acquisition by it, pursuant to this agreement, of less than the total issue of said bonds of the Koe Company, or less than the total outstanding capital stock of each of said corporations, the Steel Company, from time to time, will purchase from such persons as shall be indicated by Richard Roe, any and all additional outstanding bonds of the Koe Company or shares of the capital stock of any of said corporations that shall be tendered to the Steel Corporation prior to May 1, 1924; and, in payment therefor, will issue and deliver its bonds and fully paid-up shares of its preferred stock and fully paid-up shares of its common stock, at the rates at which deduction and abatement shall have been made, under "Article First" hereof, in respect of the additional bonds and shares of stock so purchased.

THIRD. (a) The Steel Corporation shall credit and allow to Richard Roe, on account of the cash sum payable under "Article First" hereof, or shall pay to Richard Roe, a sum equal to the aggregate amount which, prior to April 1, 1923, shall have accrued upon any installment of dividends accruing, but not matured, upon any such preferred stock, at the date of delivery thereof to the Steel Corporation.

(b) The Steel Corporation further agrees that the dividends

upon all of the preferred stock of the Steel Corporation, to be issued by it hereunder, shall begin to accrue from April 1, 1923.

FOURTH. The Steel Corporation, without prejudice to the further exercise of its chartered rights to increase or to decrease its capital stock, agrees that it will lawfully increase its authorized capital stock to an amount sufficient to enable it to issue and to deliver its preferred stock and its common stock to the aggregate amount herein before provided.

FIFTH. Richard Roe, in behalf of the Syndicate, will bear and will pay the statutory fees and taxes, for the proposed increase of the capital stock of the Steel Corporation.

SIXTH. This agreement, and any agreement in pursuance thereof, is and shall be inter partes; and no stockholder of any corporation above referred to shall be deemed to have any right hereunder.

IN WITNESS WHEREOF, the Steel Corporation has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be affixed, attested by its Secretary, and the party of the second part has hereunto set his hand and seal, the day and year first above written.

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Agreement of employer granting to employee prior option to purchase his business, upon his election to sell, or at his death, if empolyee then is in his employ.5

THIS AGREEMENT, made January 5, 1923, between John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "Optionor"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Optionee"), WITNESSETH:

WHEREAS, the Optionor now is engaged in the business of selling

Cf. In re Walbridge (1901), 198 N. Y. 234, 91 N. E. 590; Fitzsimmons v. Lindsay (1903), 205 Pa. St. 79, 54 Atl. 488.

hats, in the premises known as No. 112 Broadway, Borough of Manhattan, New York City, and is the owner of the fixtures and stock in trade now in the store of said premises; and

WHEREAS, the Optionee is employed by the Optionor in the said business; and

WHEREAS, the Optionor desires to retain the services of the Optionee in the said business, during the lifetime of the Optionor, or as long as the Optionor shall be engaged in said business:

Now, THEREFORE, IT IS HEREBY MUTUALLY Agreed, as follows: 1. That the Optionor hereby gives to the Optionee, and the Optionee hereby accepts, the exclusive right to purchase, upon written demand made by the Optionee, as hereinafter provided, the aforesaid hat business, and the good-will thereof, together with the fixtures and stock in trade, now, or hereafter, used in the said business of the Optionor.

2. (a) That, if the Optionor, at any time, shall decide to offer the said business, good-will, fixtures and stock in trade for sale, the Optionor, before selling, or attempting to sell, the same, to any person or persons, or corporation or corporations, shall give written notice of such intention to the Optionee; and, thereupon, the Optionee may, within fourteen (14) days after the receipt by him of such notice, exercise his said option, by giving to the Optionor written notice of his intention to do so.

(b) That, if the Optionor shall die, during the lifetime of the Optionee, the Optionee may, within fourteen (14) days after the appointment of an executor or administrator of the Optionor, but not thereafter, exercise his said option, by giving a written notice of his intention to do so to such executor, or administrator.

3. That the Optionor shall, at all times, preserve and retain all bills for fixtures, or for merchandise, used in said business, and it is expressly understood and agreed that, upon the Optionee giving, as herein provided, any notice of his intention to exercise his said option, all bills, relating to fixtures, or to merchandise, then in said business, shall, within two (2) days thereafter, be exhibited to the said Optionee.

4. That the purchase price for said business, good-will, fixtures and stock in trade, as and when the said option shall be exercised by the Optionee, shall be the actual prices paid by the Optionor for the fixtures and stock in trade then actually on hand, as shown by the said bills, and shall be paid by the Optionee, either in cash,

or by certified check to the order of the Optionor, if he shall then be living, or, in the event of his death, to the order of the executor, or administrator, of the Optionor, within ten (10) days after written notice of the intention to exercise the option shall have been served; and, simultaneously with such payment, the Optionor, or, in the event of his death, his executor, or administrator, shall execute and deliver to the Optionee full and sufficient bills of sale, assignments and all such other instruments as shall be necessary, or useful, in the opinion of counsel for the Optionee, to effectuate the sale, assignment and transfer of all of the said business, goodwill, fixtures and stock in trade.

5. That, if the Optionee shall not have been in the employ of the Optionor, during all the time between the date hereof and the time or times fixed for the exercise of the aforesaid option, or, if the Optionee shall not, within the time prescribed therefor (1) give notice of his intention to exercise the option, and (2) pay the aforementioned purchase price, then, and in any such event, this agreement shall forthwith become null and void.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written.

In the presence of
John Jones.

John Doe (L.S.),
Richard Roe (L.S.).

No. 331.

Agreement of principal stockholder of corporation and one of its stock-owning employees, whereunder former guaranties a minimum return to the employee upon his stock, and former, also, is given an option to purchase the stock of employee, if employee ceases to work for the corporation, and employee is granted an option to sell his shares of stock to former, at any time, with a covenant by employee not otherwise to alienate his shares of stock.

THIS AGREEMENT, made January 5, 1923, by John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), Doe Laundry Co., Inc., a cor

Adapted from Frankenberg v. Perlman (1918), 223 N. Y. 673, 119 N. E.

poration, having its principal place of business at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), and Richard Roe, residing at No. 572 Broadway, Borough of Manhattan, New York City (herein called the "Third Party"), WITNESSETH:

WHEREAS, the First Party was heretofore the owner of a laundry business, known as Doe Wet Wash Laundry Co., at No. 3712 Broadway, Borough of Manhattan, New York City, and the Third Party was employed by the First Party therein; and

WHEREAS, the First Party caused the Second Party to be duly organized under the laws of the State of New York, with an authorized capital stock, consisting of one thousand (1,000) shares of common stock, each of the par value of one hundred ($100) dollars, all full paid and non-assessable; and

WHEREAS, the First Party sold his said laundry business to the said Second Party, and received, as consideration therefor, the entire capital stock of the said Second Party; and

WHEREAS, the First Party, in order to induce the Third Party to enter the employ of the Second Party, thereafter assigned and delivered to the Third Party thirty (30) shares of the capital stock of the Second Party; and

WHEREAS, the Third Party, in consideration of the assignment and delivery to him of the said thirty (30) shares of the capital stock of the Second Party, entered into an agreement with the Second Party, whereunder the Third Party agreed to enter the employment of the Second Party:

Now, THEREFORE, IT IS HEREBY MUTUALLY agreed, as follows: 1. That, at any time within five (5) years from the date hereof, the Third Party shall have the right, upon giving sixty (60) days notice in writing to the First Party, to demand and receive from the First Party the par value of all, or any part, of the shares of capital stock of the Second Party, which may be owned by the Third Party; and, after such notice shall have been given by the Third Party to the First Party, the First Party shall, at, or before, the expiration of such sixty (60) days, purchase and pay the par value of all, or any, of the said shares of capital stock owned by the Third Party, which the Third Party, in his notice aforesaid, shall have so offered for sale to the First Party..

2. That, if the Third Party shall, at any time, cease to be employed by, or work for, the Second Party, then, and in any such

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