Damian Gerard and Leigh H. Gerard - Page 7

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          against her daughter-in-law Katherine and her son-in-law Damian.            
          She stated:                                                                 
               I am shocked that Bill’s response to a business                        
               situation is to inflict pain on my children.  Does a                   
               chief executive officer have authority, and is it                      
               proper corporate policy, to exact retribution against                  
               shareholders with whom he disagrees?  The Board of                     
               Directors will have to deal with the issues raised by                  
               these actions.                                                         
               At a July 12, 1993, annual shareholders meeting, the Hobler            
          family elected three members of their choosing, including Ralph             
          Lobdell, to the 7-member Maritz Inc. board of directors.  That              
          same day, at a meeting of the Maritz Inc. board of directors,               
          Ralph Lobdell introduced three resolutions.  One resolution                 
          called for reinstating Katherine in her former position with the            
          corporation and for compensating her for lost wages and benefits,           
          as well as “for any emotional and/or physical damages she may               
          have suffered” as a result of her termination, in amounts to be             
          determined by a committee of independent directors.  Another                
          resolution called for reinstating First Capitol as a supplier to            
          Maritz Inc. and for compensating First Capitol for “lost profits            
          on the cancelled orders * * * and any other damages (if any) it             
          may have suffered”.  The other resolution called for a committee            
          to review the termination of the vendor/customer relationship               
          between First Capitol and Maritz Inc., which it characterized as            
          First Capitol’s “largest customer”, as well as the termination of           








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