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sell Mr. Polsky’s shares was enforceable in a court of equity by
a decree of specific performance.
Termination of Mr. Polsky
On August 2, 1990, Gerald R. Forsythe, Chairman of the Board
of Indeck, notified Mr. Polsky by letter that his employment with
Indeck would terminate on September 5, 1990, in accordance with
paragraph 12.c. of the Employment Agreement, on the ground that
Indeck’s negative net worth exceeded $500,000 as of November 30,
1989. Shortly thereafter, Mr. Polsky and Mr. Forsythe met
regarding the termination letter and the possibility of
renegotiating the terms of Mr. Polsky’s employment. When Mr.
Polsky did not accede to terms of a new agreement, he received a
letter on September 21, 1990, advising that his employment with
Indeck would terminate on September 22, 1990. Mr. Polsky’s
employment with Indeck did terminate on that date. At that time,
Mr. Polsky held 30 of Indeck’s 100 issued and outstanding shares
of common stock.
Dispute Concerning Payment for Mr. Polsky’s Indeck Stock
Mr. Polsky commenced an arbitration proceeding against
Indeck on September 21, 1990. In the arbitration, Mr. Polsky
sought an award of compensatory damages for breach of the
Employment Agreement, including the amount he would have received
in salary, bonuses, and percentage compensation, as well as the
value to which his Indeck shares would have appreciated by June
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