REDEMPTION AND TERMINATION AGREEMENT

THIS REDEMPTION AND TERMINATION AGREEMENT (Agreement) is

entered into by and between _______________, an _____________corporation, (Company)
and _________, an individual residing _________________ (XYZ) as of ________ ____,
201___.
1.
Background. As of the date of this Agreement, XYZ is a shareholder and
employee of the Company. XYZ owns _________ (____) [number of shares] of the issued and
outstanding shares of the Companys common stock (XYZs Shares) and owns no others
shares of the Company. The Company and all of its shareholders, including XYZ, entered into a
certain Company Shareholders Agreement dated as of _________, ____, 201__ (the
Shareholders Agreement). XYZ and XYZs Shares are subject to such Shareholders
Agreement. XYZ voluntarily resigned his employment with the Company, effective as of the
close of business on ___________ ____, 201_, in order to [describe reason] and desires that the
Company redeem all of XYZs Shares and the Company desires that XYZ cooperate with the
transition of his duties and responsibilities to other Company personnel in a timely, smooth and
orderly fashion. In consideration of the foregoing, and the respective agreements set forth
herein, the Company and XYZ have agreed as follows.
2.
Purchase of XYZs Shares. XYZ represents and warrants to the Company that he
is the sole owner of XYZs Shares, free and clear of all liens, claims or encumbrances of any
kind or nature whatsoever. XYZ hereby sells and the Company purchases all of XYZs Shares
upon the terms and provisions contained herein.
A.
The purchase price for all of XYZs Shares
_____________ Dollars ($______.00) and has been paid to XYZ
contemporaneously with the execution of this Agreement; receipt thereof
is hereby acknowledged by XYZ.
B.
XYZ has executed and delivered to the Company the
certificates evidencing XYZs ownership of XYZs Shares duly endorsed
to the Company, and such certificates are otherwise in form and substance
sufficient to transfer ownership of XYZs Shares to the Company. The
Company hereby acknowledges receipt of such certificates.
3.
Termination of Employment. XYZ hereby terminates and has ceased being an
employee of the Company as of the close of business on ____________, 201___ (Termination
Date). The Companys obligation to pay or provide employment compensation and benefits to
XYZ including, without limitation, providing health insurance benefits, terminated as of the
Termination Date. XYZ shall be entitled to a continuation of his health insurance benefits
pursuant to the Consolidated Omnibus Budget Reconstruction Act of 1985 (COBRA).
4.
Confidentiality. XYZ agrees that the Companys customers and information
concerning the Companys suppliers, prices, commission schedules, financial arrangements and
its processes, plans, research information, marketing strategies and methods of doing business as
may exist, from time to time (collectively Confidential Information), are valuable, special,
unique and proprietary assets of the Company, which give the Company a competitive advantage
over competitors who do not have access to or use of the Confidential Information, in whole or

in part. XYZ further agrees that the Confidential Information constitutes or is: sufficiently secret
for the Company to derive economic value, actual and potential, from the Information not being
generally known to other persons who can obtain economic value from its disclosure or use; the
subject of efforts reasonable under the circumstances to maintain its secrecy or confidentiality;
and a trade secret, as defined in the ________ [State] Trade Secrets Act.
A.
XYZ shall not disclose or disseminate, or encourage others to
disclose or disseminate, any of the Confidential Information to any of the
Companys suppliers, prospects or customers, or to any other person, firm,
corporation, association or other entity engaged in a like or similar business to or in
competition with the Company. If and to the extent that any court determines that
all or any portion of the Confidential Information is not a trade secret, then, to that
extent, prohibition against divulging or disclosing such Confidential Information
will expire upon ___________, 20 __ [date].
B.
XYZ represents and warrants to the Company that XYZ has
delivered to the Company all originals and copies of the lists of customers,
suppliers, price lists, product lists and all other documents reflecting Confidential
Information and all other materials furnished to or acquired by XYZ as a result of
or during the course of his employment.

5.
Interference. XYZ shall not interfere with the relationship between the Company
and any of its employees, agents, representatives, customers or suppliers, or attempt to divert
from the Company any customer or other business property.
6.
Consulting Agreement. Contemporaneously with the execution and delivery of
this Agreement, the Company and XYZ have executed and delivered a Consulting Agreement
(Consulting Agreement).
7.
Additional Acknowledgements, Representations, Warranties, Covenants and
Agreements of XYZ. XYZ does hereby additionally acknowledge, represent, warrant, covenant
and agree as hereinafter set forth:
A. The Company was and is under no obligation to pay XYZ any severance or
termination pay or any bonus, non-competition, deferred compensation or any other
sum, except as may be provided in the Consulting Agreement.
B. Except as may be provided in the Consulting Agreement, XYZ has
heretofore received payment in full of all sums due or to become due to him from
the Company including, without limitation, all sums due to XYZ as a shareholder or
employee of the Company or otherwise including, without limitation, wages,
commissions overtime, vacation pay, fees, benefits or reimbursement for expenses
incurred by him on the Companys behalf or otherwise; all of XYZs accrued
vacation, holiday and sick pay benefits have either been fully used or XYZ has been
fully compensated therefor.

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C. XYZ does hereby release and forever discharge the Company, its officers,
directors, shareholders, employees, attorneys, agents, successors and assigns, of and
from any and all claims, demands and causes of action of any nature whatsoever
arising out of or in any way related to his employment or termination of his
employment with the Company, and XYZ further acknowledges and understands
that, excepting only the Companys obligations pursuant to this Agreement, he is
releasing the Company from any and all claims he may have against it including,
without limitation, claims for alleged discrimination that arise under the Age
Discrimination in Employment Act or Title VII of the Civil Rights Act of 1964, or
any claim for damages for wrongful discharge or discrimination in any suit which
may be brought against the Company by or on XYZs behalf under federal or state
law.
D. XYZ has received from the Company all of his personal belongings located
at the Companys business premises.
E. This Agreement was signed and delivered by XYZ as his free and voluntary
act after being given an opportunity to review this Agreement and all of the terms
herein and after discussing the provisions hereof with third parties not affiliated with
the Company including, without limitation, XYZs personal attorney.
F. The Company is materially relying upon each of XYZs
acknowledgements, representations, warranties, covenants, agreements and other
obligations set forth in this Agreement, and absent the same, the Company would
not have executed this Agreement.
G. The Company has advised XYZ of his rights to consider this Agreement for
a period of up to twenty-one (21) days prior to his execution of the same, and XYZ
has so considered same with the benefit and advice of his own attorney. XYZ has the
right to revoke this Agreement for a period of seven (7) days after its execution by
the parties hereto. Revocation shall be effective only if the Company receives a
Notice thereof within said seven (7) day period.
8.
Equitable Remedies. XYZ and the Company agree that it is impossible to measure
in money the damages which will accrue the Company by reason of XYZs breach or threatened
breach of any of the covenants, agreements or other obligations set forth in this Agreement.
Therefore, if any action or proceeding is commenced by or on behalf of the Company to enforce
any of the provisions contained in this Agreement, XYZ hereby waives the claim or defense
therein that the Company has an adequate remedy at law or has not been, or is not being,
irreparably injured by such breach or threatened breach, and XYZ will not raise or suggest such
claim or defense in any such action or proceeding. XYZ further agrees that the Company shall be
entitled to temporary and permanent injunctive relief to restrain any breaches or further
violations of this Agreement, and that this right to injunctive relief shall be in addition to any and
all of the Companys other remedies and damages, including, without limitation, court costs and
reasonable attorneys fees.
9.
Notices. All notices, demands and communications required or desired to be given
in connection with the Agreement shall be in writing and shall be deemed duly given on the date

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received, if delivered personally, or on the third day after mailing to such person at such location
as either party hereto may subsequently designate in a similar manner.
10.
Construction. This Agreement shall be interpreted, construed and governed by
and under the laws of the State of [state].
A. If any provision or clause of this Agreement is held to be invalid by a court
of competent jurisdiction, then such provision shall be severed herefrom and such
invalidity shall not affect any other provision of this Agreement, the balance of
which shall remain and have its intended full force and effect. However, if such
invalid or unenforceable provision would have been valid and enforceable if it had
been restricted to a shorter time or narrow geographic territory, then such time and
territory shall be deemed reduced to the maximum time and territory enforceable by
law.
B. Reference herein to Paragraphs or Subparagraphs means the various
paragraphs and subparagraphs of this Agreement and the various subparagraphs
thereof. The headings and titles of the paragraphs of this Agreement are not a part of
this Agreement but are for convenience only and are not intended to define, limit or
construe the contents of the various paragraphs.
C. This Agreement sets forth the entire understanding of the parties hereto and
supersedes all prior agreements, whether oral or written, pertaining to the subject
matter hereof. The provisions and conditions of this Agreement supersede in all
respects the respective obligations of the Company and XYZ set forth in the
Shareholders Agreement.
D. No provision of this Agreement shall be modified except by a written
instrument duly signed and acknowledged by each of the parties hereto.
E. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the
same agreement.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
the day and year first above written.
COMPANY

XYZ

_______________

_____________________

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