Exhibit 10.4
UTG, Inc.
Amended and Restated
STOCK RESTRICTION AND BUY-SELL AGREEMENT
UTG,
Inc.
(the
"Company")
adopted the United
Trust Group,
Inc.
Stock
Restriction
and
Buy-Sell
Agreement
(the
"Initial
Agreement")
effective
__
November
1
__,
2002.
The parties
hereto now desire to amend and restate the
Initial Agreement in the following manner effective __
September 18
__, 2003.
This
Amended
and
Restated
Stock
Restriction
and
Buy-Sell
Agreement
("Agreement"),
dated
___________,
2005, is made and entered into by and among
UTG, Inc., a Delaware
corporation (the "Holding Company"),
and the undersigned
shareholders
of
the
Holding
Company
(individually
a
"Shareholder"
and,
collectively, the "Shareholders").
Background
The Holding Company has adopted the United Trust Group,
Inc.
Employee and
Director
Stock Purchase Plan (the "Plan")
pursuant to which certain
employees
and directors of the Holding Company and its subsidiaries have been
afforded the
opportunity to purchase shares of common stock of the Holding
Company.
Each of
the Shareholders is executing this Agreement
concurrently
with the purchase of
shares
pursuant to the Plan.
As a
condition
to their
participation
in, and
purchase of shares under, the Plan, the Shareholders are obligated
to enter into
this Agreement
imposing certain
restrictions and obligations on themselves and
any shares of common
stock of the Holding
Company now or
hereafter
issued to
them pursuant to the Plan (the "Shares").
As used in this
Agreement,
the term
"participant"
refers to an employee
or
director
of the
Holding
Company who
purchases Shares from the Holding Company pursuant to the Plan.
Now,
therefore
,
in consideration of the premises and the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the receipt
and
sufficiency of which are hereby
acknowledged,
the Holding Company and the
Shareholders agree as follows:
1.
Restriction on Stock.
Except as otherwise provided in this Agreement, no
Shareholder shall sell, transfer or otherwise dispose of (whether
voluntarily or
involuntarily or by operation of law) or agree or commit to sell,
transfer,
or
otherwise
dispose
of all or any part of the
Shares
owned by the
Shareholder
without complying with the terms of this Agreement.
2.
Permitted Transfers and Sales of Shares.
a. Any Shareholder may transfer all or any part of the Shares owned
by
such
Shareholder
by gift to or for the
benefit of the
Shareholder,
the
Shareholder's spouse, or the Shareholder's
children.
The transferee shall
receive,
hold,
and/or
own
such
Shares
subject
to the
terms
of this
Agreement and the obligations hereunder of the transferor
Shareholder.
b. Any
Shareholder
may pledge,
mortgage or
otherwise
encumber the
Shares owned by such Shareholder;
provided,
however,
that this Agreement
shall be binding
upon the person in whose favor the
Shareholder
pledges,
mortgages or otherwise encumbers any or all of such Shares, and the
pledgee
shall
receive,
hold,
and/or own such Shares subject to the terms of this
Agreement
and
the
obligations
hereunder
of
the
pledgor
Shareholder.
Notwithstanding
the provisions of this Paragraph 2.b., any Shareholder may
pledge,
mortgage or
otherwise
encumber any or all of the Shares owned by
them for the
purpose of
securing a loan or loans on behalf of the Holding
Company or any
affiliate
of the Holding
Company,
and the pledgee of any
such Shares shall receive,
hold,
and/or own such Shares free of the terms
and
restrictions
contained in this Agreement and free of any
obligations
hereunder
imposed on any Shareholder or any other person.
For purposes of
this Agreement, an "affiliate" shall mean any entity which is
controlled by
the
Holding
Company
or
by
Jesse
Correll,
either
individually
or
collectively.
c. Any
Shareholder
may sell,
at any time,
all or a portion
of the
Shares owned by such
Shareholder in accordance with the provisions of this
Paragraph 2.c. or Paragraph 2.d. below.
i. Such
Shares
must
first be offered
for sale to the
Holding
Company,
and,
within
ten days of its
receipt
of such
offer,
the
Holding Company (or its designee)
shall purchase such Shares,
at the
price and in the manner
provided in Paragraph 4;
provided,
however,
that the selling
Shareholder
shall sell to the
Holding
Company not
less than the lesser of:
(1) all of the Shares then owned by such Shareholder; or
(2) that number of Shares whose fair value as
determined in
accordance with Paragraph 4 is at least $1,000.
ii.
If the
Holding
Company
(or its
designee)
is
unable
to
purchase all of the Shares to be sold, then the remaining
Shareholders
will have a ten day option to purchase
such Shares (or the
remainder
of such Shares if the Holding
Company
purchases less than all of the
Shares offered for sale).
All Shareholders who exercise their options
to purchase such Shares may purchase an amount of such Shares equal
to
the
percentage of Shares they own of the total number of Shares owned
by all of the Shareholders
exercising their options, at the price and
in the manner provided in Paragraph 4.
iii. If all or any part of the Shares of the selling
Shareholder
are
not
purchased
by
the
Holding
Company
or
the
remaining
Shareholders,
or both,
in
accordance
with the
provisions
of this
Paragraph 2.c, then the selling Shareholder shall be free to sell
all,
but not less than all, of the Shares not purchased by Holding
Company
or the
remaining
Shareholders,
for a
period
of 90 days
from
the
expiration
of the
option of the
remaining
Shareholders;
provided,
however,
that at the
end of such
90-day
period,
all
restrictions
imposed by this Agreement shall again be applicable.
d. Any
Shareholder
may sell,
donate or otherwise
transfer,
at any
time,
all or a portion of the Shares
owned by such
Shareholder
with the
prior
consent
and
approval
of the
board of
directors
of the
Holding
Company.
In
considering
any
request by a
Shareholder
pursuant to this
Paragraph
2.d., the board of directors shall not be deemed to be under any
obligation
to consent to or approve of such request and may
condition its
consent and approval on such terms and conditions as the board of
directors
of
the
Holding
Company
deems
appropriate,
in
the
exercise
of
its
discretion.
3.
Events Triggering Holding Company's Right to Reacquire Shares.
a.
Upon
the
death of any
Shareholder,
or the
termination
of any
Shareholder's
employment
with or
service as a
director
of the
Holding
Company or any
affiliate
of the
Holding
Company
(whether
by reason of
retirement,
disability
or
voluntary
or
involuntary
termination
of
employment,
with or without cause),
the Holding Company (or its designee)
shall, at its option,
have the right to pur
