SHARES TO JANET, 100 SHARE [sic] TO JUDY, 100 SHARE [sic] TO JAMIE WITH NO FURTHER RECOURSE OF EACH OR EITHER*213 OF THEM AS TO ANY OF MY OTHER PERSONAL ESTATE IN EITHER CASH OR PROPERTY.
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FURTHER I WISH TO CONVEY TO MY FAITHFUL EMPLOYEE KENNETH L MCELWAIN 100 SHARES OF MY PRESENT HOLDINGS.
THE REMAINING 4,100 SHARES ARE OFFERED AND MAY BECOME THE PROPERTY OF LOUISE FRANKLAND ON AN OPTION PURCHASE BASIS OF ORIGINAL ISSUE VALUE OF $1.00 PER SHARE, WITH THE UNDERSTANDING THAT 1,000 OF THESE SHARES SHALL BE CONVEYED TO OUR SON TONY [THEN AGE 7] FREE AND CLEAR WHEN REACHING THE LEGAL AGE OF 21, OR IMMEDIATELY IF MY WIFE LOUISE SHOULD MARRY IN CASE OF MY PASSING AWAY BEFORE SHE.
IN THE EVENT OF MY DEATH IT IS MY DESIRE THAT LOUISE FRANKLAND BECOME PRESIDENT OF THE CORPORATION AND SHE MAY NAME ANYONE SHE SO DESIRES TO BECOME VICE PRESIDENT. IT WOULD THEN BE MY DESIRE THAT KENNETH L MCELWAIN, REMAIN AS SECRETARY AND BE PROMOTED TO GENERAL MANAGER AND THAT HE BE GIVEN AN ADDITIONAL 1,000 SHARES OF STOCK FROM THE STOCK UNISSUID [sic] AND HELD IN THE TREASURY.
IN THE MEANTIME IF IT SHOULD BECOME NECESSARY TO ISSUE THE 5,000 SHARES HELD IN THE TREASURY, UNISSUED, THIS STOCK MAY ONLY BE ISSUED IN THE SAME MANNER AND PORPORTION [sic] AS THE ORIGINAL ISSUE OF 5,000 SHARES AND THE DISTRIBUTION*214 SHALL BE IN THE SAME MANNER AS OUTLINED FOR THE ORIGINAL ISSUE OF 5,000 SHARES.
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I JAMES FRANKLAND AGREE NOT TO FORM ANY OTHER CORPORATION COMPANY OR ENTERPRIZE [sic] WITHOUT FIRST CONSULTING MY WIFE LOUISE AND SECURE HER APPROVAL.
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IT IS ALSO MY DESIRE, THAT IN EVENT BOTH OF US SHOULD PASS AWAY AT OR NEAR THE SAME TIME, THAT BEATRICE S MYERS BE NAMED LEGAL GUARDIAN OF OUR SON TONY AND HANDLE ALL HIS FINANCIAL AND BUSINESS AFFAIRS UNTIL HE REACHES THE LEGAL AGE OF 21.
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IT IS FURTHER AGREED THAT LOUISE FRANKLIN [sic] SHALL BE PLACED ON THE CORPORATE PAYROLL AT A SALARY OF $200.00 WEEKLY FOR ANY DUTIES SHE MAY PERFORM AND FOR BEING VICE PRESIDENT.
THE SALARY SHALL BE RETROACTIVE TO JAN 1 1970 AND HER SHARE OF SOCIAL SECURITY TAX SHALL BE DEDUCTED FROM THIS PAYMENT AND THE CORPORATION TO PAY THEIR SHARE.
JAMES FRANKLAND JR TO RECEIVE A SALARY OF $2,000.00 MONTHLY AND IN EVENT THERE BE ANY CHANGE IN THIS FIGURE EITHER UPWARD OR DOWNWARD, THE SALARY OF LOUISE FRANKLIN [sic] SHALL BE ADJUSTED IN THE SAME PORPORTION [sic].
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Frankland Racing was formed on July 29, 1969. At all times relevant to this case, Frankland Racing has been engaged in*215 the manufacture and sale of certain parts for racing cars. Frankland Racing has wholesale and retail customers.
Since the time of incorporation and at all times relevant to this proceeding, the stock certificates for the outstanding stock of Frankland Racing have been