Free Declaration - District Court of Arizona - Arizona

E h `b `t 57
Case 2:02-cv-02099-RCB Document 345-60 Filed O3/10/2006 Page10f3

MINUTES OF THE BOARD OF DIRECTORS
A OF
LEAPSOURCE, INC.
February 27, 200l
The followmg are the mrnutes of the spec1al meet1ng of the Board of DIYCCYOIS of
` LeapSource, Inc , a Delaware corporat1o¤ (the "Company"), held pursuant to wrrtten W3.1V€1`S of
not1ce of the meetrng, on February 27, 2001, at 2 00 p m Mounta1n Standard T1me, by
conference telephone D1rectors Tom G1].I'I13.I1, Dan Y1h, Joe Nolan, Bruce Rauner and Clms
K1rl< were present at the meet1ng Present by 1nv1tat1on of the Board were M1chelle MHIISKI and
Scott Rodgers Osborn Maledon. Ms K1rl< p1'€S1d€d as cha1rman of the meetrng
Ms Kark called the meet1ng to order and presented a deta1led rev1ew of management's {
efforts to market the Company, 1n whole or 111 part, to EDS Mr ’G111T13.I1 then reported on h1s
contacts w1th Exult, Perot Systems Consult1ng, ADP and Emst and Young ID the same regard,
and Wlth banks and other flnancral mst1tut1ons m an effort to arrange br1dge loans for the I
company Mr G1lII`l3.11 also d1scussed cl1er1t·related issues concemrng Cargxll and TRW f
.» Mr Yrh then reported that GTCR w1ll d1scont1r1ue fund1ng the Company followmg the
next payroll Mr GIIIHHD asked Mr Yrh to ask the GTCR prmc1pals for wntten clar1i1cat1or1 of
G"l`CR’s funchng commurnent
Mr Rauner then recommended that Ms K1rk be termmated or resign as Pres1dent and
CEO of the Company Mr Grlman stated that he would res1gn as CFO ofthe Company 1f
GTCR 5.111d1I'1g1S d1scont1nued Mr Rauner went on to say that he recommended that M1ke
Mak1ngs be appo1nted PI'€S1d€11t and CEO of the Company, and that Mr Makrngs was w1ll1ng to
so act He further recommended that an 1nter1m CFO and/or restructurrng d1rector be appomted
to deal w1th ISSUES that come up as a result of the lack of fundmg to the Company Mr. Rauner
also recommended that Ms K1rk rema1n a d1rector ofthe Company, and, 1n that capacrty,
cont1nue to pursue EDS aud other poss1ble sales of the Company, and that Mr GIIIHHII also
I‘€l'1'l3.111 a d1rector ofthe Company and cont1nue to pursue negot1at1ons already undertaken by
Mr Rauner moved that Ms K1rk be removed as Pres1dent and CEO ofthe Company, that
Mr Makrngs be appo1nted Pres1dent and CEO of the Company, and that AEG Partners be h1red
as C1'1S1S manager for the Company Mr Y1h seconded the 1110lZ1011 Ms Krrk asked for an
adjoumment of the meetmg unt1l February 28 m order to speak to Mr Makrngs Mr Rauner
stated that he d1d not be11eve that wa1t1ng to take act1on on the I`1'10t1011 would be m the best
1nterests of the Company A full d1scuss1on then followed about the Company's severance
obl1gat1ons to Ms Krrk under her employment agreement, the advrsab1l1ty of br1ng1ng a CITSIS
EX‘!‘I{IBIT zooms vl
e. 1% E
LS-91-0289
a· se ·p5
Case 2:02-cv-02099-RCB Document 345-60 n e 03 10/2006 Page 2 of 3

manager mto the Company, the rmpact on other seruor executrves and chents of Ms Krrlc’s
leavmg the Company, and the need for cuttmg Company expenses Mr Rodgers gave the board
§ advrce about temnnatmg Ms K.rrl<’s employment, rather than removmg her as Presrdent and
,_ CEO ofthe Company, and further drscussron ensued about the need for major cost reductrons m
Q the Company
Mr Grlman resrgned hrs posztron as CFO of the Company
The followmg motrons were then made and seconded, as follows, wrth the followmg
votes bemg taken
l Mr Rauner moved that GTCR be asked to provrde wrrtten clantlcatron to the
Company about rts fundmg cormmtment and the timing of rts expected fundmg Mr Yrh
seconded the motron It was passed by unammous vote
2 Mr Rauner moved that Ms K1rk’s employment as presrdent and CEO of the
Company be temnnated Mr Yrh seconded the rnotron The motron passed, wrth Messrs
Rauner, Yrh and Nolan votmg rn favor of the motron, and Ms Krrk and Mr Grlman abstammg
3 Mr Rauner moved that Mr Makmgs be appornted Presrdent and CEO of the,
Company Mr Yrh seconded the motron It was passed by unanrmous vote
4 Mr. Rauner moved that AEG Farmers be hrred to work wrth the Company on
· fmancral matters Mr Yrh seconded the motron The motron passed, wrth Messrs Rauner, Yrh
and Nolan, and Ms Krrk votmg rn favor of the motron Mr Grlman abstamed
5 Mr Rauner moved that Mr Makrngs be asked to d1scuss w1th Ms. Krrk and Mr
Grlman therr contmurng to market the Company to potentral mvestors and buyers m the1r
capacrtres as dn·ectors ofthe Company Mr Yrh seconded the motron. The motron passed, wrth
Messrs Rauner, Yrh and Nolan, and Ms Krrk votmg rn favor of the motron. Mr Grhnan
` abstamed
There bemg no further busmess to come before the meetmg, the meetrng was duly
adjourned ,
Arresr
Secre% § g
Secretary
2 140766 vl
- LS—91—0290
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