Damian Gerard and Leigh H. Gerard - Page 3

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          A.   Corporate and Family Background                                        
               Maritz Inc. provides sales motivation programs and travel              
          services.  Its corporate headquarters are in Fenton, Missouri.              
               At all relevant times, Bill Maritz was chairman and chief              
          executive officer of Maritz Inc.  Before the stock redemptions              
          described below, Bill Maritz and his children (collectively, the            
          Maritz family) owned half the voting shares of Maritz Inc.  The             
          other half was owned by Bill Maritz’s sister, Jean Hobler (Jean),           
          along with her husband, Wells Hobler, and their children, Peter,            
          Christopher, and Leigh (collectively, the Hobler family).  In               
          1987, Damian married Leigh.  In 1990, Katherine married Peter.2             
          B.    Katherine’s History with Maritz Inc.                                  
                In 1984, before marrying Peter, Katherine began working for           
          Maritz Inc. as an internal auditor.  Highly motivated and well              
          regarded within the company, she received consistently favorable            
          reviews and advanced rapidly.  By June 1993, she had risen to the           
          position of Vice President, Director, Corporate Accounting of               
          Maritz Travel Co., a subsidiary of Maritz Inc., and was receiving           
          an annual salary of $56,700.  At all relevant times while                   
          employed at Maritz Inc., Katherine was an at-will employee; i.e.,           
          she had no employment contract.                                             




               2 At no time did Katherine or Damian own any voting shares             
          of Maritz Inc. in their individual capacities.                              





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