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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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