Watson v. Gugino, 204 N. Y. 535, 98 N. E. 18.

Agreement made.........., between.............hereinafter called the "Present Owner" and..........hereinafter called the "Investor":

Whereas, the said parties have agreed to organize a corporation pursuant to the laws of the State of........., to conduct the business of........heretofore conducted by the

Present Owner,

Now, Therefore, in Consideration of the mutual covenants herein contained, the parties agree as follows:

1. The Present Owner agrees to transfer to said corporation to be formed all of his interest and property now owned by him in the copartnership of...........and in addition the sum of $..........in cash.

2. The Investor agrees to set over and transfer unto said corporation to be formed all the property this day sold to him by.........................heretofore the partner of the

Present Owner in said business, said property being all the interest of said Investor in the copartnership business of

, and also to pay to said corporation and invest therein the sum of $..........

3. The Present Owner hereby covenants that the title in all the property used in the copartnership business of..........

is free and clear of any encumbrance and that the machinery used in the plant of.................is in perfect running order and in good repair.

4. Upon the organization of the corporation...........

shares of the stock thereof shall and will be issued to the Present Owner and he is to be President and Manager thereof;

........shares of stock of said corporation shall and will be issued to the Investor, and he is to be vice-president of said corporation;...........shares of stock shall and will be issued to..................who shall be the secretary and treasurer of said corporation, and the remaining shares of stock shall be issued to...............

5. The Present Owner agrees to devote his whole time and attention to the corporation's business, and is to receive a weekly salary of $......... The Investor is to receive a weekly salary of $........., and is to have entire charge of the office management of the business. All checks of the corporation shall be signed by the treasurer and countersigned by the President.

6. The Investor hereby gives to the Present Owner an option of........shares of stock of said corporation, and the said investor agrees to sell to the Present Owner........shares of stock at $........per share at any time within.........

months. Upon demand and in the event of such transfer of stock, an inventory is to be had and the proportion of dividends apportioned as of the date of transfer before said transfer.

7. If by reason of illness or any other cause, the Present Owner is unable to give his entire time to the business of the corporation, then the Present Owner agrees to provide a person as fully as competent as he is to perform such duties, said person to be acceptable to the Investor.