A buy-sell agreement that provides for transfer restrictions and the purchase and sale of shareholders' interests in a for-profit New York corporation in the event of certain specified occurrences, such as the death 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 to fund redemptions of a deceased shareholder's interest with life insurance proceeds. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.