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book value method provided in the Shareholders’ Agreement. Under
that method, Indeck advised it owed Mr. Polsky zero for the
shares. In sum, given the circumstances of Mr. Polsky’s
termination, the timing and amount of Indeck’s obligation with
respect to the purchase of Mr. Polsky’s shares was unclear under
the Shareholders’ Agreement and vigorously disputed.
The arbitrator issued an award on November 27, 1991, in
which he concluded that Indeck had wrongfully terminated Mr.
Polsky, and that Indeck must pay damages of $6,638,000, plus
$15,030,00016 ($501,000 per share) for Mr. Polsky’s 30 shares of
Indeck, with interest at 10 percent per annum commencing January
31, 1991. It is apparent, and the parties herein do not dispute,
that the arbitrator based his $501,000 per-share value and his
interest commencement date on the PowerLink offer, which was made
in that amount and received on that date. Thus, the principal
amount of $15,030,000, payable as of January 31, 1991, represents
the arbitrator’s determination of Indeck’s obligation to Mr.
Polsky, presumably on the grounds that the PowerLink offer was
bona fide and within the 1-year period following termination,
16 Although the arbitrator’s award stated the monetary
damages only as an aggregate total of $21,668,800, the parties
herein do not dispute that this total represented $15,030,000 for
Mr. Polsky’s 30 shares, given that the arbitrator valued seven
other Indeck shares (not at issue herein) at $501,000 per share.
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