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Mr. Polsky was hired to serve as president of the Indeck
Energy Services Division of Indeck Power Equipment Co. (Indeck
Power) in June 1985 by Indeck Power’s president, Gerald R.
Forsythe. Indeck Power’s Indeck Energy Services Division was
subsequently incorporated as petitioner Indeck in 1985. Mr.
Polsky became its president in 1986.
Agreements Covering Employment and Purchase/Sale of Indeck Stock
On January 21, 1987, Mr. Polsky and Indeck executed an
employment agreement (Employment Agreement) and a shareholders’
agreement (Shareholders’ Agreement),1 both retroactive to June 1,
1986. The Employment Agreement provided that Indeck would employ
Mr. Polsky for 7 years; i.e., until June 1, 1993. The Employment
Agreement further conferred upon Mr. Polsky salary, bonuses, and
additional compensation measured as a percentage of Indeck’s net
profits, as well as certain stock options and deferred
compensation rights that entitled him to acquire up to 30 percent
of Indeck’s outstanding shares of common stock. The
Shareholders’ Agreement restricted the sale of any Indeck shares
acquired by Mr. Polsky, providing in general that Mr. Polsky was
required to sell, and Indeck to purchase, such shares in the
event that Mr. Polsky’s employment with Indeck were terminated
under prescribed conditions, including voluntary or involuntary
1 Indeck Power was also a signatory to the Shareholders’
Agreement.
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Last modified: May 25, 2011