Appendix 4 – Share Transfer Agreement

Appendix 4 – Share Transfer Agreement

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Parties

<>> LTD
(the Company)

THE <<>> EMPLOYEE SHAREHOLDER TRUST
(the Purchaser)

SHARE TRANSFER AGREEMENT

BY THIS AGREEMENT, made this …… day of ………………… 20…… between:
(1) <<>> Ltd of ………………………………………………………………………………. (“the Company”) on the one hand, and;
(2) the <<>> Employee Shareholder Trust (“the Trust”) on the other,
the Parties agree as follows.

1) DEFINITIONS
In this Agreement, unless the context otherwise requires:
“Transfer Price” means the value (usually the Market Value) at which each Share was sold to the Trust;
“Total Transfer Price” means the Transfer Price multiplied by the Number of Shares;
“Transfer Date” means today, the date(s) on which the Shares were issued to the Trust.
“The Shares” means ordinary Shares (known as “Profit Shares”) in the Company;
“the Market value of the Shares” means their value as calculated by the Company valuers from time to time. The Market Value shall apply in any situation where the value of the Shares is to be established.
2) SHARE PURCHASE
a) Share Purchase
The Company will transfer Shares in the Company to the Trust, which Shares the Trust will hold on Trust for the Company’s employees, who are beneficiaries of the Trust, in the numbers set out in the table below. These shares will remain un-paid up during the employee’s period of employment.
b) Dividends
The Trust will pass any dividends or other income it receives in respect of the Shares held directly to the Participator on whose behalf it holds the Shares.
3) REPURCHASE
Except as otherwise agreed in writing between the parties, the Company will repurchase Shares from the Trust, worth up to the Total Transfer Price of the Shares:
i) If the employee Beneficiary leaves the employment of the Company;
ii) If the employee Beneficiary dies.
If the Company repurchases Shares from the Trust it will be at their Market Value at the start of that financial year, if more than the Market Value of the Shares when the Trust acquired them. Otherwise it will be at the Transfer Price. The Trust will pass any remaining Shares direct to the Participator on whose behalf it holds the Shares.
4) MISCELLANEOUS
a) Assignment or Sale
i) The Trust shall not assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the Company.
ii) Unless otherwise allowed by this Agreement, the Trust shall not sell any of the shares purchased pursuant to this Agreement, or otherwise transfer any of its rights or obligations under this Agreement, unless such sale or transfer has been approved by a majority of the other Shareholders in the Company.
b) Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
SIGNED on behalf of <<>> Ltd by:
…………………………… (Director)
(Signature)

And by on behalf of <<>> Employee Shareholder Trust by:
………………………………………… (as a director of the Trustee)
(Signature)