Barium & Chemicals, Inc. - Page 7

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          family members ceased.  In December 1994, D. Pavlik filed a                 
          lawsuit in the Court of Common Pleas, Jefferson County, Ohio,               
          alleging that he was entitled to wages for services rendered from           
          August 1994 forward.                                                        
               On May 24, 1996, the family members and petitioner executed            
          a settlement agreement and release (settlement agreement).  On              
          May 24, 1996, the board adopted the settlement agreement without            
          holding a board meeting.  The settlement agreement provided for             
          payment of back compensation to all of the children, including              
          Exley.  One-half of the total amount was paid upon the execution            
          of the settlement agreement, and the remainder was paid in two              
          equal installments on March 31, 1997, and March 31, 1998.  Under            
          the settlement agreement, petitioner paid Exley compensation for            
          the period August 1, 1994, through March 31, 1996.  The                     
          settlement agreement specially recited:                                     
               disputes have existed and continue to exist between the                
               directors concerning whether Virginia Exley could be                   
               hired without Board approval and regarding her past and                
               present employment status with * * * [Barium and                       
               Chemicals, Inc.] which disputes are not being addressed                
               by this Agreement.                                                     
          The settlement agreement further provided that the family                   
          members, including Exley, would continue to be paid compensation            
          from the date of the settlement agreement on a “going forward”              
          basis.  In addition, the settlement agreement restricted the                
          reimbursement of all expenses attributed to A. Pavlik, subjecting           

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