Shareholders Agreement Of Colorado Business Leasing

Exhibit 10.4


SHAREHOLDERS AGREEMENT


OF


COLORADO BUSINESS LEASING INC.


THIS AGREEMENT (the "Agreement") is made and entered into the 29th day of March, 1996 (the "Effective Date") by and among The Women's Bank, N.A. (the "Bank"); Richard M. Hall, Jr., James F. Enssle and Andrea J. Johnson (individually an "Employee Shareholder" and collectively the "Employee Shareholders") (sometimes herein, the Bank and the Employee Shareholders are collectively referred to as the "Shareholders"); and Colorado Business Leasing Inc., a Colorado corporation (the "Company"), with respect to all shares of the Company's capital stock now or hereafter outstanding, for the purpose of protecting the Company and the Shareholders in the event of a transfer of the shares of any Shareholder or his successor in interest as provided for in this Agreement. The Shareholders together own all of the outstanding shares of the Company's stock (collectively and in any amount, the "Shares") as of the Effective Date.


IT IS HEREBY AGREED:


ARTICLE I


SHARE CERTIFICATES


Upon execution of this Agreement, each Shareholder shall have placed on the certificates representing his Shares the legend set forth in Article IX of this Agreement. None of the Shares shall be transferred, encumbered or in any way alienated except under the terms of this Agreement. Each Shareholder shall have the right to vote his Shares and receive the dividends paid on them until the Shares are sold or transferred as provided in this Agreement.


ARTICLE II


TRANSFER RESTRICTIONS


SECTION 2.1. EMPLOYEE SHAREHOLDERS. (A) OFFER FROM THIRD PARTY. No Employee Shareholder shall transfer, encumber or in any way dispose of any of his Shares or any right or interest in them, except to another Employee Shareholder or the Bank as set forth herein, without obtaining the prior written consent of the Bank and the other Employee Shareholders.


(B) TERMINATION OF EMPLOYMENT OF EMPLOYEE SHAREHOLDER. In the event that an Employee Shareholder's employment with the Company terminates for any reason or no reason, including death, the Company shall provide written notice, in accordance with Section 12.5 of this Agreement, to the other Employee Shareholders, who shall have the option to purchase the


Shares of the terminating Employee Shareholder at the price determined in accordance with Article VI of this Agreement. Within 15 days after giving the notice, any non-terminating Employee Shareholder desiring to acquire any part or all of the Shares shall deliver to the Secretary of the Company a written election to purchase the Shares or a specified number of them. If the total number of Shares specified in the elections exceeds the number of available Shares, each Employee Shareholder shall have priority, up to the number of Shares specified in his notice of election to purchase such proportion of the available Shares as the number of the Company's Shares that he holds bears to the total number of the Company's Shares held by all Employee Shareholders electing to purchase. The Shares not purchased on such a priority basis shall be allocated in one or more successive allocations to those Employee Shareholders electing to purchase more than the number of Shares to which they have a priority right, up to the number of Shares specified in their respective notices, in the proportion that the number of Shares held by each of them bears to the number of Shares held by all of them.


If the option is not exercised by the other Employee Shareholders as to all of the Shares of the terminating Employee Shareholder, notice shall be given immediately by the Company in accordance with Section 12.5 of this Agreement to the Bank, who shall have the option to purchase any Shares not purchased by the other Employee Shareholders at the price determined in accordance with Article VI of this Agreement. Within 15 days after giving the notice, if the Bank desires to acquire any part or all of the remaining Shares, it shall deliver to the Secretary of the Company a written election to purchase the remaining Shares or a specified number of them.


Within the earlier to occur of (i) the twentieth day after the mailing of the notice to the Bank, or (ii) the twentieth day after the Employee Shareholders agree to acquire all of the Shares, the Secretary of the Company shall notify each Employee Shareholder and/or the Bank of the number of Shares as to which his or its election was effective and the Employee Shareholder and the Bank shall meet the terms and conditions of the purchase within 10 days thereafter.


If the Bank and the non-terminating Employee Shareholders do not purchase all of the Shares of the terminating Employee Shareholder, the remaining Shares not purchased by them may be held by the terminating Employee Shareholder pursuant to the terms of this Agreement.


SECTION 2.2. BANK. Except as provided elsewhere in this Agreement, the Bank shall not transfer, encumber or in any way dispose of any of its Shares or any right or interest in them without obtaining the prior written consent of all Employee Shareholders, unless the Bank shall first have given written notice to the Company, in accordance with Section 12.5 of this Agreement, of its intention to do so and complied with the remaining provisions of this Agreement. The notice shall be accompanied by an executed counterpart of any document of transfer, which must name the proposed purchaser and specify the number of Shares to be transferred, the price per Share, and the terms of payment. Promptly on receipt of the notice, the Secretary of the Company shall forward a copy of the notice and the executed counterpart to each Employee Shareholder, who shall have the option to purchase such Shares at the price and on the same terms and conditions specified in the notice and any accompanying transfer documents. Within 15 days after giving the notice, any Employee Shareholder desiring to acquire any part or all of the Shares offered shall deliver to the Secretary of the Company a written election to


purchase the Shares or a specified number of them. If the total number of Shares specified in the elections exceeds the number of available Shares, each Employee Shareholder shall have priority, up to the number of Shares specified in his notice of election to purchase such proportion of the available Shares as the number of the Company's Shares that he holds bears to the total number of the Company's Shares held by all Employee Shareholders electing to purchase. The Shares not purchased on such a priority basis shall be allocated in one or more successive allocations to those Employee Shareholders electing to purchase more than the number of Shares to which they have a priority right, up to the number of Shares specified in their respective notices, in the proportion that the number of Shares held by each of them bears to the number of Shares held by all of them.


Within 20 days after the mailing of the notice to the Employee Shareholders, the Secretary of the Company shall notify each Employee Shareholder of the number of Shares as to which his election was effective and the Employee Shareholder shall meet the terms and conditions of the purchase w ...