[HX89045], Agreement, Thomas Alva Edison, Jesse H Lippincott, July 30th, 1889



[This is an agreement dated July 30th 1889 between Lippincott and Edison. Whereas Lippincott wishes Edison to devote time to invention and improvements in phonographs for the benefit of the North American Phonograph Company] First, In a contract dated August 1 1888 Edsion agreed to assign to the said Company without further compensation any invention or improvement made by him within fifteen years from August 1 1888. In order to increase the value of the shares of both men in the said company, Lippincott urges and Edison agrees to take prompt and active interest in making such inventions and also to agree to give a certain specified part of his time thereto, that between August 1 1888 and August 1 1890 Edison agrees to devote "substantial one half of his entire time" to invention, and agrees that for at least three years thereafter, that is to say, until August 1 1893, he will make the said subject of inventions and improvements in phonographs a matter of regular and assiduous thought and experiemtn so far as he can reasonably do so without interfering with his other engagements and duties. Edison cannot make any claim for remuneration from Lippincott for this work. ## Second Improvements made by Edison between the dates of July 17 1888 and August 1 1888 were ommitted in the previous agreement, which this agreement is to correct. Edison agrees that he will at any time hereafter when requested by Lippincott, execute such customary instrument of assignment as may be necessary to give to the North American Phonograph Co the rights to acquire his inventions and improvements between those dates. ## Third Lippincott is grateful for financial advice given by Edison in the formation of the North American Company, and wishes to express this gratitude. He agrees that upon the execution of this agreement by Edison, he will hand and deliver to Edison a certificate of fully paid stock of the North American Co for 6,100 shares, par value of $610,000, and Edison acknowledges receipt of the certificate. ## Fourth Edison receives the aforesaid shares on the following conditions: a) Lippincott intends to sell the capital stock of the North American Co to realize at least $1,000,000 cash on or before December 31 1889. b) Lippincott has not yet decided at what price he will offer the said stock to the public as aforesaid, but it is assumed for the purposes of this agreement, that the price will not be less than $25, per share. C) If the said stock is not offered in public in the customary manner touching what is known as bringing out companies, prior to December 31 1889, or if before that date the said stock is offered in public as aforesaid, at a less average price than $25 per share, or if enough of the said stock be not sold by Lippincott on or before December 31 1889, to realize in cash by that date the sum of $1,000,000 then that is to say, in either of these three events, Edison shall on December 31 1889, acquire the absolute ownership of the said 6,100 shares of stock, as his own personal property free and clear of any and all claims on the part of the said Lippincott or any person claiming under or through him, and in the event of the said stock being offered to the public as aforesaid at a less average price than $25 per share, the said Lippincott shall on or before December 31 1889, give to the said Edison an additional amount of the said stock to th end that the said Edison may have and possess such a number of shares which valued at the aforesaid average selling price of less than $25, per share, shall aggregate $152,500. d) If the said stock is prior to December 31 1889, offered to the public at a price avering in excess of $25 per share, and if enough of the said stock is purchased by public subscription or otherwise so that the net proceeds thereof received by th said Lippincott, between Dec. 1 1999 and December 31 1889, shall aggregate in cash at least $1,000,000, the said Edison will return the said Lippincott a certain portion of the said 6,100 shares of stock, the said proportion to be determined as follows, to wit: The sum of $152,500 shall be divided by the said average price at which the said stock is offered to the public as aforesaid, and the quotient resulting from the said division shalll represent the number of shares which said Edison shall be allowed to retain and possess as his own, and the balance shall be returned to the said Lippincott. E) Edison shall have full voting power on this stock while it remains in his possession. Should lippincott prefer to sell the stock referred to in this section at private sale instead of at public sale as above provided for, he shall have the right to do so subject to the conditions imposed herein as regards public sale. [SIGNED] Next follows a modification: Both parties agree "that the time of performance of the covenants and conditions in said agreement contained, and of each of them, be and the same hereby is extended up to and including the First day of April, 1890.








Folder Set



[HX89045], Agreement, Thomas Alva Edison, Jesse H Lippincott, July 30th, 1889

Microfilm ID



Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University