Damian Gerard and Leigh H. Gerard - Page 6

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          Hobler family was the “enemy out to destroy” Maritz Inc. and that           
          consequently Katherine’s employment would be terminated and                 
          Damian would no longer be in good standing to call on Maritz Inc.           
          Katherine’s supervisor then summoned her to his office and                  
          informed her that Maritz Inc. was terminating her employment                
          because of the shareholder dispute.  About the same time, Damian            
          received a message from Maritz Inc. that the vendor/customer                
          relationship between Maritz Inc. and First Capitol was terminated           
          and that all work in progress should be returned.                           
          E.   Assertion of Katherine’s and Damian’s Claims                           
               Katherine and Damian immediately retained Suelthaus to                 
          represent them in asserting claims against Maritz Inc.  On or               
          about June 30, 1993, during a meeting focused primarily on the              
          redemption of the Hobler family shares, Suelthaus discussed with            
          Backerman the recent events concerning Katherine and Damian.                
          Suelthaus asserted claims for severance benefits on Katherine’s             
          behalf and for tortious interference with a business relationship           
          on Damian’s behalf.  He stated that these claims would need to be           
          resolved before any agreement regarding the redemption could                
          ultimately be reached.                                                      
          F.   Proposed Corporate Resolutions                                         
               In a July 1, 1993, letter to the Maritz Inc. board of                  
          directors, Jean Hobler protested the actions taken by Bill Maritz           








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