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that his activity and direction are absolutely
essential to the success of this Corporation. Upon
motion duly made and seconded, Thomas K. Scallen
recused himself, the following preambles and
resolutions were adopted:
WHEREAS:
It is highly advantageous to this Corporation to
assure the continued employment of Thomas K.
Scallen as its President because of his vast
business experience and expertise in corporate
governance.
WHEREAS:
The President has not been compensated for his
personal guaranty of the obligation to Natwest
which guaranty now continues until the guaranteed
obligation is satisfied, and these actions were
not within the scope of his employment agreement
with the Company.
NOW, THEREFORE,
BE IT RESOLVED:
That any other director of the Corporation is
hereby authorized and directed on behalf of this
Corporation to execute an amendment to the
Schedule of Compensation attached to the Executive
Employment Agreement between the Corporation and
Thomas K. Scallen, dated July 11, 1983, increasing
the annual salary of Thomas K. Scallen to
$250,000, effective as at January 1, 1987.
FURTHER
RESOLVED:
That, in consideration of the extension of his
personal guaranty as aforesaid, the reasonable
value of which, in the opinion of the Board of
Directors, other than Thomas K. Scallen, is at
least equal to the amount of $150,000, Thomas K.
Scallen is hereby entitled to receive as and for
compensation for the extension of such guaranty
the sum of $150,000.
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