WILLIAM DONALD SCHAEFER, Governor                        H.B. 1297

(D)     THIS SECTION AND § 5-114 OF THIS SUBTITLE DO NOT PREVENT OR
RELIEVE A PROFESSIONAL CORPORATION FROM PAYING PENSION BENEFITS OR
OTHER DEFERRED COMPENSATION TO A FORMER STOCKHOLDER IF OTHERWISE
PERMITTED BY LAW, INCLUDING AMOUNTS PAYABLE PURSUANT TO AN
AGREEMENT BETWEEN A JUDGE AND HIS FORMER LAW FIRM AS PROVIDED IN §
1-203 OF THE COURTS ARTICLE.

(E)     A PROVISION FOR THE ACQUISITION OF STOCK CONTAINED IN A
PROFESSIONAL CORPORATION'S ARTICLES OF INCORPORATION OR BYLAWS, OR IN
A PRIVATE AGREEMENT, IS SPECIFICALLY ENFORCEABLE.

5-114.

(A)     FOR PURPOSES OF THIS SECTION THE TERM "DISQUALIFIED
STOCKHOLDER" SHALL INCLUDE THE PERSONAL REPRESENTATIVE OF THE ESTATE
OF A DECEASED STOCKHOLDER OR A TRANSFEREE AS DESCRIBED IN § 5-113 OF THIS
SUBTITLE.

(B)      (1) IF AN ACQUISITION OF STOCK IS REQUIRED UNDER § 5-113 OF THIS
SUBTITLE, THE PROFESSIONAL CORPORATION SHALL SEND, BY CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, A WRITTEN NOTICE TO THE
DISQUALIFIED STOCKHOLDER, OFFERING TO PURCHASE THE STOCK AT A PRICE
WHICH THE CORPORATION REPRESENTS TO BE THE FAIR VALUE OF THE STOCK AS
OF THE DATE OF DEATH, DISQUALIFICATION, OR TRANSFER.

(2) THE OFFER NOTICE UNDER PARAGRAPH (1) OF THIS SUBSECTION
MUST BE ACCOMPANIED BY:

(I)       THE CORPORATION'S BALANCE SHEET FOR THE FISCAL YEAR
ENDING NOT MORE THAN 16 MONTHS BEFORE THE EFFECTIVE DATE OF THE OFFER
NOTICE;

(II)     AN INCOME STATEMENT FOR THAT YEAR;

(III)    A STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR
THAT YEAR; AND

(IV)    THE LATEST AVAILABLE INTERIM FINANCIAL STATEMENTS, IF
ANY.

(C)      THE DISQUALIFIED STOCKHOLDER MAY SEND, BY CERTIFIED MAIL,
POSTAGE PREPAID, RETURN RECEIPT REQUESTED, A WRITTEN NOTICE TO THE
CORPORATION DEMANDING THAT THE CORPORATION COMMENCE A PROCEEDING
TO DETERMINE THE FAIR VALUE OF THE STOCK IF:

(1) THE DISQUALIFIED STOCKHOLDER DOES NOT RECEIVE A WRITTEN
OFFER NOTICE UNDER SUBSECTION (B) OF THIS SECTION WITHIN 60 DAYS AFTER
THE DATE OF DISQUALIFICATION, TRANSFER, OR APPOINTMENT OF THE PERSONAL
REPRESENTATIVE; OR

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