Indeck Energy Services, Inc., and Subsidiaries - Page 10




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          were found to be wrongful, he had no obligation to sell his                 
          shares to Indeck until the June 1, 1993, expiration of his term             
          of employment under the Employment Agreement.                               
               While the arbitrator’s decision was pending, Indeck by                 
          letter dated October 1, 1991, advised Mr. Polsky of Indeck’s                
          position that, for purposes of the Shareholders’ Agreement’s                
          terms governing the purchase price payable for Mr. Polsky’s                 
          shares, no bona fide offers for Indeck’s stock had been received            
          within the requisite 1-year period following the termination of             
          his employment.  Consequently, Indeck advised, under the                    
          Shareholders’ Agreement, Mr. Polsky was deemed to have offered,             
          and Indeck was entitled to purchase, Mr. Polsky’s Indeck shares             
          for a purchase price determined under the “net book value” method           
          provided in the Shareholders’ Agreement.  Indeck further took the           
          position that the purchase price under that method was zero, in             
          light of the negative book value of Indeck’s shares as of August            
          31, 1990.                                                                   
               On November 27, 1991, the arbitrator issued an award in                
          which he concluded that the termination of Mr. Polsky was in                
          violation of the terms of the Employment Agreement and awarded              
          Mr. Polsky $21,668,800 plus interest thereon at 10-percent per              
          annum accruing from January 31, 1991, until paid.  The award                
          provided that the foregoing sum included “damages and the value             
          of thirty (30) shares of the common stock of INDECK owned by                






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