Charles E. and Noel K. Bradley - Page 15

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          Court divorce order.  The Supreme Court held that Ms. Boyle was             
          entitled to 120,967.5 Oralco shares.                                        
               The reversal of the divorce order became final on March 21,            
          1994, and on March 22, 1994, Ms. Boyle’s attorney, Jolyon W.                
          McCamic (Mr. McCamic), filed an application with the Circuit                
          Court requesting Oralco to transfer an additional 91,694.5 Oralco           
          shares to Ms. Boyle.  Thereafter, on March 24, 1994, petitioner’s           
          attorney, Herbert Conner (Mr. Conner), wrote a letter to Mr.                
          Boyle warning him that petitioner would take legal action in the            
          event of any attempt by Mr. Boyle or Oralco to induce a breach of           
          contract with respect to Ms. Boyle and petitioner’s Option                  
          Agreement.  Thereafter, petitioner on March 24, 1994, filed a               
          motion to intervene as a plaintiff in the Boyles’ divorce                   
          proceedings.                                                                
               On March 31, 1994, the Circuit Court issued a Findings and             
          Divorce Decree (final divorce decree) in the Boyle’s divorce                
          proceeding:  (1) Denying Mr. McCamic’s application for a transfer           
          of 91,694.5 Oralco’s shares to Ms. Boyle, (2) ordering Mr. Boyle            
          to transfer 120,967.5 EAC II shares to Ms. Boyle in satisfaction            
          of her one-half marital rights, (3) ordering Mr. Boyle to cause             
          Oralco to immediately redeem Ms. Boyle’s newly acquired EAC II              
          shares for $14,400,000, and (4) ordering Ms. Boyle to transfer              
          the previously awarded 29,273 Oralco shares back to Mr. Boyle.19            


               19 Mr. Boyle was also required to hold Ms. Boyle harmless              
                                                             (continued...)           




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