A put and call option agreement is a contract between a company and shareholder that determines the terms relating to purchasing and selling stock. The call option portion of the agreement allows the holder to buy a stock at a certain price. The put option, on the other hand, allows the holder to sell stock for a certain price. The contract states the terms and conditions that govern both actions.
The purpose of the put and call option agreement is to set rules and regulations that protect companies from stock degradation while maintaining a mutually beneficial stance overall.
Below is a list of common sections included in Put And Call Option Agreements. These sections are linked to the below sample agreement for you to explore.
Exhibit 10.13
PUT AND CALL OPTION AGREEMENT
THIS PUT AND CALL OPTION AGREEMENT (the “Agreement”) is made as of May 1, 2007, by and among FBG Holding Company, a Florida corporation (the “Company”), and the shareholders who have signed a counterpart signature page to this Agreement (collectively, the “Shareholders” and each a “Shareholder”).
Statement of Facts
The Shareholders are owners of shares of common stock of the Company.
The Shareholders desire to enter into this Agreement to provide for certain rights in connection with their sale of shares back to the Company and the Company’s right to purchase such shares upon the terms and conditions set forth in this Agreement.
The Shareholders desire to enter into this Agreement knowing that it is in the best interests of the Company and fair to each of the Shareholders.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises set forth below, the parties agree as follows:
1. Definitions : For purposes of this Agreement:
(a) “ Company Purchase Price ” shall equal the lesser of (i) two times the Tangible Book Value Per Share of Company common stock as of December 31, 2009, or (ii) $30.00 per share.
(b) “ Change of Control ” shall be deemed to have occurred if an entity or person (including a “Group”) as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 becomes the beneficial owner (as defined in Rule 13(d)-3 promulgated under the Securities Act of 1934) of Stock having 50% or more of the total number of votes that may be cast for the election of directors of the Company.
(c) “ Person ” shall mean an individual or any entity (including a partnership, corporation, limited liability company, trust, estate, association, and the like).
(d) “ Selling Price ” shall mean an amount equal to the greater of (i) one and one-half times the Tangible Book Value Per Share of the Company common stock as of December 31, 2009, or (ii) $16.50.
(e) “ Selling Shareholder ” shall mean a Shareholder desiring to sell Stock pursuant to Section 3.
(f) “ Shareholder ” shall mean any of the Shareholders, or any person or persons to whom Stock is transferred.
(g) “ Stock ” shall mean the shares of the common stock, $.01 par value, of the Company currently issued and outstanding, and any such shares which may hereafter be issued.
PUT AND CALL OPTION AGREEMENT
(h) “ Tangible Book Value Per Share ” of Company common stock shall mean the quotient obtained by dividing (i) the shareholder’s equity of the Company as of the date of determination, computed in accordance with generally accepted accounting principles, less any goodwill and other intangible assets reported by the Company on its balance sheet, by (ii) the then outstanding shares of Stock.
(i) “ Transfer ” shall mean any sale, assignment, transfer, exchange, pledge, encumbrance, grant of a security interest in, or any other disposition of, Stock or any interest in Stock to any Person, whether directly or indirectly, voluntarily or involuntarily, by operation of law, as a result of a court order or proceeding (including by way of example and not limitation, a divorce), or otherwise.
2. Transfers . No Stockholder may Transfer any Stock prior to the termination of this Agreement, except pursuant to the laws of descent and distribution, in which case, no such Transfer shall be effective as to any transferee unless such transferee agrees to be bound by the terms and conditions of this Agreement.
3. Put Option and Purchase Right . The provisions of this Section 3 shall apply to the shares of Stock owned by Shareholders if, as of December 31, 2009, the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended:
Each Shareholder shall have the option (“Shareholder Put”), for a period of ninety (90) days following the publication by the Company of its audited financial statements for its year ended December 31, 2009 (the “Shareholder Put Period”), to sell to the Company all or any portion of the shares of Stock owned or controlled by such Shareholder (“Shareholder Stock”), and the Company agrees to purchase from such Shareholder such number of shares of Shareholder Stock as such Shareholder shall desire to sell. Each share of Shareholder Stock shall be purchased for an amount equal to the Selling Price. For a period of thirty (30) days following the expiration of the Shareholder Put Period, the Company shall have the right (“Company Purchase Right”) to elect to purchase from the Shareholders all or any portion of the shares of Shareholder Stock, and each Shareholder agrees to sell to the Company such number of shares of Shareholder Stock as the Company shall desire to purchase. Each share of Shareholder Stock shall be purchased by the Company for an amount equal to the Company Purchase Price.
The closing of the purchase of the Shareholder Stock by the Company under this Section shall take place at the offices of the Company within thirty (30) days of an election by a Shareholder to sell the Shareholder Stock, or the election by the Company to purchase all or a portion of the shares of Shareholder Stock. The purchase price payable at the closing shall be paid in cash.
4. Notices . Any notice that is required or permitted to be given as provided in this Agreement shall be dated and in writing and shall be deemed to have been duly given or made for all purposes (a) if hand delivered, on the day delivered; (b) if sent by a nationally recognized overnight courier, on the next business day after it is sent; or (c) if mailed by certified mail, return receipt requested, on the third day after depositing in the mail, and in each case, addressed to the addresses listed below the signatures at the end of the Agreement or to any other address which any party may designate.
5. Legend on Stock Certificates . Promptly after execution of this Agreement, each Shareholder shall deliver to the Company the certificates for all shares of Stock owned by the Shareholder, and the Company shall place on each certificate a legend reading substantially as follows: