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On January 16, 1997, through their respective attorneys, Mr.
Marcus made an offer to Mr. Dunne, which was based on the
Inverness agreement and subsequently would end the relationship
between Mr. Dunne and FRC. Mr. Dunne did not accept this offer.
By letter dated January 24, 1997, as president of FRC, Mr.
Marcus terminated Mr. Dunne’s employment as of January 25, 1997.
Mr. Marcus wrote that he understood that Mr. Dunne would continue
to be an FRC shareholder and a member of the board of directors.
Mr. Dunne was not involved in the management or operation of FRC
after this date.
On February 3, 1997, Mr. Marcus e-mailed FRC’s employees
directing them not to discuss FRC’s business with or provide
information to Mr. Dunne but to refer such calls to him.
On February 26, 1997, Mr. Dunne filed a Verified Petition
for Appointment of a Custodian against FRC in the Chancery Court
of New Castle County, Delaware, pursuant to section 226 of
Delaware’s general corporate law. That section allows
shareholders of a corporation to have a custodian appointed for
that corporation in certain circumstances. In his petition, Mr.
Dunne stated that he was a 50-percent owner, the chairman of the
board, and the secretary of FRC. Mr. Dunne also stated that he
and Mr. Marcus did not reach an agreement at the Inverness
Country Club meeting.
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Last modified: March 27, 2008