Damian Gerard and Leigh H. Gerard - Page 9

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          I.    Tentative Global Agreement                                            
               On March 2, 1994, the parties reached a tentative global               
          agreement on the redemption price of the Hobler family shares and           
          on the settlement of Katherine’s and Damian’s claims.  Pursuant             
          to this tentative agreement, which was contingent on approval by            
          the Maritz Inc. board of directors, Maritz Inc. would pay                   
          $750,000 for the release of Katherine’s and Damian’s collective             
          claims.  Subsequently, Katherine and Damian agreed that Katherine           
          would receive $500,000 and Damian would receive $250,000.                   
          J.   Suelthaus Letters Asserting Claims                                     
               Backerman later told Suelthaus that, notwithstanding the               
          tentative settlement agreement, Maritz Inc. could not resolve               
          Katherine’s and Damian’s claims until Suelthaus asserted them in            
          writing.  Consequently, in a May 17, 1994, letter to Henry                  
          Stolar, the General Counsel and Senior Vice President of Maritz             
          Inc., Suelthaus asserted claims on Katherine’s behalf as follows:           
               On or about June 30, 1993, Ms. Hobler [Katherine] was                  
               terminated from her position as an officer of Maritz                   
               Travel Company, without reasonable prior notice,                       
               entirely without cause, and with the intent to injure                  
               her.                                                                   
                    Ms. Hobler was injured by the actions of Maritz                   
               Inc. and we believe that she is entitled to                            
               compensatory damages for wrongful termination of                       
               employment, defamation, infliction of emotional                        
               distress, emotional pain, suffering, inconvenience,                    
               mental anguish, loss of enjoyment of life, and other                   
               applicable claims arising out of and/or related to the                 
               above event.  It is our intention to prepare a petition                
               to be filed in a court of competent jurisdiction to                    
               seek legal redress for the personal damages suffered by                





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