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H. J. HEINZ CO. v. DRISCOLL

February 18, 1941;

H. J. HEINZ CO.
v.
DRISCOLL



The opinion of the court was delivered by: GIBSON

The court, after hearing and consideration, makes the following Findings of Fact and Conclusions of Law:

Findings of Fact

 1. Plaintiff is a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and has its principal place of business in Pittsburgh, Allegheny County, Pennsylvania.

 2. Defendant is a resident of Pittsburgh, Pennsylvania, and is, and has been ever since March 1, 1936, the duly qualified anc acting Collector of Internal Revenue for the Twenty-third Collection District of Pennsylvania.

 3. Plaintiff has an authorized capital of $36,000,000 consisting of 360,000 shares of common stock having par value of $100 a share. On September 30, 1934, plaintiff had authorized and outstanding 300,000 shares.

 4. Sometime prior to the period here involved, plaintiff created a plan and agreement for the purchase of stock of the plaintiff by certain of its employees. The pertinent provisions of the agreement are as follows:

 "First. The Company, upon the execution and delivery hereof, will cause to be placed in the name of the Employee upon the separate private stock ledger kept by the Treasurer hereinafter referred to, but subject to this agreement, shares of the fully paid stock of the Company; but the Company shall be under no obligation to issue to the Employee any certificate or certificates for or with respect to the said shares except as herein, in the Sixth paragraph hereof, expressly provided.

 "Second. The Company will receive payment for the Employee's interest in said shares as herein provided at the price of Dollars ($ ) per share, which sum has been ascertained, in the method provided by the Eighth paragraph hereof, to be the present book value of the shares of the capital stock of the Company. Payment of said price, with interest from the date hereof at the rate of per cent. ( %) per annum, shall be made to the Company by applying or crediting against the same all cash dividends hereafter declared and payable by the Company upon said shares during the term of employment of the Employee by the Company until said price shall have been fully paid, after which all cash dividends declared upon said shares shall be paid to and retained by the Employee, subject, however, to the terms of this agreement. The Employee, at his option, may make payment of said price, or any part thereof, from time to time in cash, but it is distinctly understood and agreed that he is under no obligation so to do and that this agreement shall create no personal charge or liability whatever against the Employee or his estate for the payment of said price.

 "Third. Any and all stock dividends upon said shares and any and all dividends of any character declared and payable otherwise than in cash while the rights of the Employee hereunder continue, whether before or after full payment of said price in the manner above provided, shall be placed in the name or to the credit of the Employee upon the private stock ledger * * *.

 "Fourth. In case the Company hereafter, while the rights of the Employee hereunder shall continue, shall make any increase of its capital stock to which the stockholders of the Company shall have the right of subscription * * *.

 * * *

 "It is expressly understood and agreed that the rights of the Employee hereunder in or with respect to any and all such shares are strictly personal, and that, except with the express assent of the Company, neither said rights nor said shares shall be subject to sale, pledge, assignment or transfer by the Employee, his executors or administrators at any time or in any manner save as herein expressly provided, * * *.

 "Sixth. The rights and interest of the Employee with reference to the said original shares, dividend shares and additional shares, if any, set aside for or placed in his name on the private stock ledger under the provisions hereof shall continue so long as he shall remain in the employment of the Company, but, except as herein provided, shall terminate when his employment shall cease. * * * Upon the delivery of any certificate or certificates as herein provided to the Employee, the said certificate or certificates shall be evidence of the ...


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