A buy-sell agreement that provides for transfer restrictions and the purchase and sale of shareholders' interests in a California for-profit corporation in the event of certain specified occurrences, such as the death or divorce of a shareholder or the termination of a shareholder's employment with the corporation (including due to disability). This agreement also provides for the corporation's acquisition of a deceased shareholder's interest funded with life insurance proceeds. This Standard Document, which is a specific form of shareholders' agreement, has integrated notes with important explanations and drafting and negotiating tips.