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percent of the net book value per share as of the last day of the
month preceding the date of the notice of termination; or (2) the
highest purchase price offered in all bona fide third-party
offers to purchase 100 percent of Indeck’s total voting stock
received within 1 year from the date of employment termination.
The Shareholders’ Agreement further provided that the closing
date for the purchase of Mr. Polsky’s shares was to occur within
13 months of the date of termination, at which time Indeck was to
pay Mr. Polsky 20 percent of the purchase price, with the
remaining 80 percent to be paid equally over four annual
installments with interest on the unpaid balance at a rate equal
to the applicable Federal rate as defined in section 1274(d)
(hereafter, the Federal funds rate). For purposes of setting the
purchase price of Mr. Polsky’s shares by means of third-party
offers, the Shareholders’ Agreement authorized Mr. Polsky to
solicit offers to purchase Indeck’s shares and required Indeck to
provide “reasonable assistance” in connection with the
solicitations.
The Employment Agreement provided that any controversy or
claim arising out of the agreement was required to be settled by
arbitration. The Shareholders’ Agreement provided that, in
addition to any other remedies available to the parties thereto,
any controversy concerning the right or obligation to purchase or
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Last modified: May 25, 2011