Free Motion for Summary Judgment - District Court of Arizona - Arizona

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Case 2:02-cv—02099-RCB Document 475-14 Filed 06/06/2007 Page10f3

NHNUTES OF THE BOARD OF DIRECTORS
OF
LEAPSOURCE, INC.
February 27, 2001
The followmg are the mmutes of the specral rneetrng of the Board of Drrectors of
' LeapSource, Inc , a Delaware corporauon (the "Company"), held pursuant to wrrtten warvers of
notrce of the meetmg, on February 27, 2001, at 2 O0 p m Mountam Standard Ttme, by
conference telephone Drrectors Tom Grlrnan, Dan Yrh, Joe Nolan, Bruce Rauner and Chns
Krrk were present at the meetxng Present by mvrtatron of the Board were Mrchelle Mauskr and
Scott Rodgers Osbom Maledon. Ms Klrk presnded as charrman of the meetrng
Ms Krrk called the meetrng to order and presented a detarled revmew of mar1agement's
efforts to market the Company, rn whole or rn part, to EDS Mr Gnlman then reported on hrs
contacts wrth Exult, Perot Systems Consultmg, ADP and Ernst and Yotmg m the same regard,
and wrth banks and other tinancral mstrtutrons m an effort to arrange budge loans for the
company Mr Gxlman also drscussed chent—related issues concermng Cargrll and TRW
.. Mr Yrh then reported that GTCR wrll drscontmue fundrng the Company followmg the
next payroll Mr Gtlman asked Mr Yrh to ask the GTCR prmcrpals for wntten clarriicatron of
GTCR’s fundmg commrtment
Mr Rauner then recommended that Ms Krrk be termrnated or resign as Presrdent and
CEO of the Company Mr Grlman stated that he would resrgn as CFO of the Company 1f
GTCR fundmg rs clrscontmued Mr Rauner went on to say that he recommended that Mrke
Maktngs be appomted Presrdent and CEO of the Company, and that Mr Makmgs was wrllmg to
so act He further recommended that an mtenrn CFO andfor restructunng drrector be appomted
to deal wrth rssues that come up as a result of the lack of fundmg to the Company Mr. Rauner
also recommended that Ms Klrk remam a drrector ofthe Company, and, 1n that capacrty,
cont1nue to pursue EDS and other possrble sales of the Company, and that Mr Grlman also
rematn a drrector of the Company and contmue to pursue negotratrons already undertaken by
htm
Mr Rauner moved that Ms Ktrk be removed as Presrdent and CEO of the Company, that
Mr Makrngs be appomted Presrdent and CEO of the Company, and that AEG Partners be htred
as crrsrs manager for the Company Mr Yrh seconded the motxon Ms Krrk asked for an
adjournment of the meetmg untrl February 28 tn order to speak to Mr Makrngs Mr Rauner
stated that he dtd not beheve that wartmg to take actron on the motron would be tn the best
rnterests of the Company A full drscussron then followed about the Company’s severance
oblrgatrons to Ms Krrk under her employment agreement, the advrsabrlrty of bnngmg a cnsrs
EXAQEIIBIT 140766 V1
[5-91-0289
a· IO 05
Case 2:02-cv—02099-RCB Document 475-14 Filed 06/06/2007 Page 2 of 3

manager 1nto the Company, the unpact on other semor executxves and cl1ents of Ms K1rk’s
leavmg the Company, and the need for cuttmg Company expenses Mr Rodgers gave the board
advrce about termmatmg Ms K1rk’s employment, rather than removmg her as Presrdent and
CEO of the Company, and further drscussron ensued about the need for mayor cost reductrons 111
the Company
Mr Grhnan resrgned hrs posntlon as CFO of the Company
The followmg mouons were then made and seconded, as follows, wrth the followmg
votes bemg taken
1 Mr Rauner moved that GTCR be asked to provxde wntten clarrtlcahon to the
Company about nts fundmg comnntment and the trmmg of tts expected fundmg Mr Yth
seconded the ITIOUOH It was passed by unammous vote
2 Mr Rauner moved that Ms K1rk's employment as presrdent and CEO of the
Company be ternunated Mr Ynh seconded the motxon The motxon passed, w1th Messrs
Rauner, Ynh and Nolan votmg rn favor of the mouon, and Ms Krrk and Mr Grlman abstammg
3 Mr Rauner moved that Mr Makmgs be apponnted Pres1dent and CEO of the,
Company Mr Yrh seconded the motron It was passed by unammous vote
4 Mr. Rauner moved that AEG Partners be hrred to work w1th the Company on
· Enancral matters Mr Y1h seconded the motron The mot1on passed, w1th Messrs Rauner, Yxh
and Nolan, and Ms Krrk votmg 1n favor of the motxon Mr Grlman abstamed
5 Mr Rauner moved that Mr Makmgs be asked to d1SCUSS w1th Ms. Krrk and Mr
G1lman therr contmumg to market the Company to potentral mvestors and buyers ln thelr
capacrtres as drrectors of the Company Mr Yrh seconded the motron. The motron passed, w1th
Messrs Rauner, Ynh and Nolan, and Ms Ktrk votmg rn favor ofthe rnot1on. Mr Gxlman
` abstauned
There bemg no further busmess to come before the meetmg, the meetmg was duly
adjourned ,
ATTEST
Secre§ gi
Secretary
2 140766 vl
· LS-91-0290
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