Google Inc. v. American Blind & Wallpaper Factory, Inc.

Filing 243

Attachment 20

Declaration of Ajay S. Krishnan in Support of 238 MOTION for Sanctions Notice of Motion and Motion for Terminating, Evidentiary, and Monetary Sanctions Against ABWF for Spoliation of Evidence filed byGoogle Inc., Google Inc.. (Attachments: # 1 Exhibit A# 2 Exhibit B# 3 Exhibit C# 4 Exhibit D# 5 Exhibit E# 6 Exhibit F# 7 Exhibit G# 8 Exhibit H# 9 Exhibit I# 10 Exhibit J# 11 Exhibit K# 12 Exhibit L# 13 Exhibit M# 14 Exhibit N# 15 Exhibit O# 16 Exhibit P# 17 Exhibit Q# 18 Exhibit R# 19 Exhibit S (part 1)# 20 Exhibit S (part 2)# 21 Exhibit T# 22 Exhibit U# 23 Exhibit V# 24 Exhibit W# 25 Exhibit X)(Related document(s)238) (Krishnan, Ajay) (Filed on 12/26/2006)

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Google Inc. v. American Blind & Wallpaper Factory, Inc. Doc. 243 Att. 20 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 1 of 49 i 10/2006 Page 50 of 50 Case 2:06-cv-13576-AC-SDP Document 3-1 F"I de08/ (c) Inventions and Patents. All inventions, Innovations or improvements in Corporation's products, improvements, softare and discoveries, whether patentable or copyrightable or not. conceived or made by Executive, either alone or jointly with others, during the Employment Teml (or during any earlier term of employment of Executive by the Corporation) are hereby assigned to and belong to the Corporation. Executive wil promptly disclose in writing such inventions, innovati�ns or improvements to the Board and pe�onn. at tha Corporation's expense. all actions reasonably requested by the Board to establish and confirm. such ownership by Corporation. including, but not limited to. cooperating with and assisting Corporation in obtaining patents for Corporation in the United States of America and In foreign countries. (d) Covenant Not To Comoete: No Sollcitat;ol). (i) Executive acknowledges and recognizes the h�ghly competitive nature of Corporation's business and. in consideration of the Corporation's agreements hereunder, Executive agrees that during the Covered Time (as hereinafter defined), Executive wil not: (aa) compete with the buslness of Corporation, which means that Executive wil not engage, directly or indirectly! in the Covered Business (as hereinafter defined) in the Covered Area (as hereinafter defined); or (bb) direotly or indirectly solicit or attempt to solicit any customer, vendor or distributor of the Corporation with respect to any product or service being furnished. made or sold by the Corporation. (ii) Executive agrees that during the Covered Time he shi:ll not directly or indirectly, solicit or attempt to solicit any of the executives or empioyees who are employed by the corporation at the time of the empioyees termination of ExecutIve's empioyment, to become executives or of any other person or entity with which he is affl�ated. (ll) Executive understands that the provisions of Section 11 (d)(I) may limit his abilit to earn a livelihood in a business similar to the buslne!'s of Corporation but nevertheless agrees and hereby acknowledges that the consideration provided under this Agreement. including any amounts or benefits provided under Section 10, Is.s�ffi:ienUo ju.stlfy the.restrictions contained in such provisions and in consideration thereof and In wil not light of Executive's education, skils and abilties, Executive agrees that he assert that, and it should not be considered that. such provisions prevent him from earning a living or otherwise are void or unenforceable or should be voided or held unenforceable. Executive acknowledges and agrees that his duties with Corporation are of an executive nature and that he is a member of Corporation's management group. Page 10 K:\ETA\sJGldidl�gmllelipllgrnatzaIJZoo.wp Dockets.Justia.com Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 2 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 1 of 48 (e) Qefinlton of Corporation. For purposes of this Section 11, the term "Corporationb shall include Corporation and any and all of whether currently existing or hereafter formed, which are its subsidiaries, ventures. engaged in the Covered Business or a portion thereof, as well as any person or entity to whom this Agreement is assigned as permitted by Section 17 herein; provided that for purposes of this Section 11, only that portion of such personls or entity's business: (i) that is a continuation of the Corporation's business; (ii) employs executives or employees who were executives or employees of the Corporation prior to such assignment; or (ii) has customers, vendors of distributors who or which were customers, vendors or distributors ofthe Corporation prior to such assignment, wil be covered under this definition of Corporation. (f) Enforcement. (i) The parties hereto agree and acknowledge thatthe covenants and agreements contained herein are reasonably necessary in duration and to protect the reasonable competiive buslnesG interests of the Corporation including, without limitation; the value of the Proprietary Information and good wil of the Corporation. (II) Executive agrees that the covenants and undertakings contained in Section 11 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the Corporation cannot be reasonably or adequately compensated in damages in an action at law in the event Executive breaches any of these covenants or undertakings. Therefore, Executive agrees that the Corporation shall be entitled. as a matter of course, without the need to prove irreparable injury, to an injunction, restraining order or other equitable relief fr9m any court of competent jurisdiction, restraining any violation orthreatened violation of any of such terms by Executive. (Ii) Rights and remedies provided for in this Section are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of this Agreement shall to any extent be held invalid. unreasonable or unenforceable l� any cir�umst~U'�ces'- the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement, or any part thereof. is held to be unenforceable because of the scope or duration of or the area covered by such provision, determination shall reduce the scope, duration and/or area the parties hereto agree that the court or arbitrator making such of such provision (and shall substiute appropriate provisions for any such unenforceable K:\ETA\SJG\dld\igmllemplagmkatzl'n-2oo.wp Page 11 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 3 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 F Iid e 006 Page 2 of 48 08/10/2 provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specifc words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in any judIcial proceeding or arbitration, a court or arbitrator shall refuse to enforce any of the separate covenants contained In this Agreement, then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator det!3rmlnes that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants wil remain in full force and effect, fir$t, for the greatest time period, and secondi in the greatest geographical area that would not render the~ unenforceable. (9) CerlJain Other Definitions. (I) "Covered Area" shall mean the United States of Amerioa. Canada or any territoties, possessions or dependencies of such countries. (il) "Covered Busjriess~ shall mean the sale through ~BOO~numbers" window treatments. and or over the Internet, of any wallpaper, blinds or other wall engaged in at the time ofthe termination of Executive's employment with the Corporation; provided, however. that such ~Covered Business. shall not Include any third part entity whose sales of such products sold by the Corporation is not s material part of said third part entities' buslnesa and have no material involvement In that part of said third where Executive shall part entities' business. coverings or any other business which the Corporation is actively (Ii) ~Covered Time" means the period of time commencing on the Effective Date and ending on: (a a) except in the circumstances described in clauses (bb), and (ee); inclusive. (x) the end of one full calendar year following the dat� of termination of Executive's employmenti if the. Corporation terminates Executive's employment without Cause, the Corporation elects to not renew the Executive's. Empioyment Agreement or Executive terminates his employment for Good Reason; orovl�ed, how~\(eri that if Executive declines to receive the payments to which he would be otherwise be entitled pursuant to Section 10 hereof In connection with such temiination. the post-employment Covered lime shall be iero; provided further, that the non~Sollcitation Provisions of Section 11 (d)(ii) shall nonetheless relTsin in effect for a oeriod of one fullcajendaryp-srfollowing the date of such termination; or (y) the end of one full calenoar y'ear following the date of Executive's termination Pilge12 K:\ET A\SGldldlarimpl_gmktzIl2(l.wp Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 4 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 3 of 48 of Employment in the event that the Executive elects to not renew his Employment Agreement; (bb) the end of two full calendar years following the dats of termination of Executive's employment if the Corporation terminates Executive's empioyment for Cause or Executive termins.tes his employment without Good Reason; (cc) the end of one full calendar year foiiowing the date of the terminatior of the Executive~s employment as a result of a Change of Control; (iv) The phrase Pengage. directlv orindirectly. shall mean engaging. directly or having an lnterest, directly or indirectly, aa owner, partner, shareholder, independent contractor, capital investor, lender, renderer of than consultation services or advice or otherwise (other than as the holder of less 2% of the outstand�ng stock of a publiCiy-traded corporation), eith.er alone or in asso�iatlon with othersi in the operation of any aspect of any type or enterprise engaged in any aspect of the Covered Buslness. of business Executive shall be deemed engaged in business in the Covered Area if his place of business is located in the Covered Area or if he solicits customers located anyWhere in, or delivers products anyWhere In, the Covered Area. fees (b) The Corporation shall pay Executive's reasonable legal and other and expenses incurred by Executive in connection with the negotiation, execution and delivery of this Agreement and the Option Agreements. 13. Dlrectors' and Offcers Insurance: Indemnification.. The Corporation shall, at all times during the Employment Term (or Bny Extended Employment Term, as applicable) and thereafter while any Iiabilty may exist, provide Executive, Daniel Gilmartin and all other Directors on the Corporation's Board of Directors with Directors and Offcers insurance, in an amount customary for corporations similar in size and value to thei Corporation and engaged in business activities similar to the business activites of the Corporation. Such Insurance shall be obtained from an insurance company wit not less to engage in business in the stpte of Delaware. A certifcate than an AA rating, licensed of such insurartce shall be. provided to E)(ecutive as soon as practicable after to the Effective date of this Agreement. Such insurance shall not be cancelled or not renewed K:\ET A\SG'(IClgmii.mpliigmk.lim8w2Cl.wp Page 13 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 5 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 4 of 48 without giving Executive thirt (30) days prior written notice thereof. The Corporation further agrees to indemnify Executive to the fullest extent permitted by applicable law for all of his actions and inactions in connection with his employment hereunder. and shall advance to Executive legal feesi promptly upon submission of invoices therefor and a reasonably acceptable undertking pursuant to which the Executive agrees to reimburse the Corporation If an arb�trator or court of competent jurisdiction determines that the Executive was not entitled to any such advances. 14. No Duty to Mitiaatt. The Executive shall have no duty to mitigate the Base Severance Amount, or any other amounts payable to him hereunder, and such amounts shall not be subject to reduction for any compensation received by Executive from empioyment in any capacity or other source following the termination of Executive's employment with the Corporation and its subsidiaries. Amounts due Executive hereunder shall not be subject to offset by the Corporat�on for any claims the Corporation may have against Executive. unless otherwise specifically agreed tOt in writing, by Executive. 15. Erlor Agreements-=Amendments: No WaIver. This Agreement conta�ns the entire understanding between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed orally, but only by an instrument in writing signed by each part hereto. No failure on the part of either part to exerclse, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any partial exercise of any right hereunder preclude any further exercise thereof. Without limiting the generality of the first sentence of this Section 15, any and all prior employment agreements between Corporation (or any predecessor-in-Interest oftha Corporation) and Executive are hereby terminated on and as oftha Effective Date, including without limitation that certain (a) Empioyment Agreement dated as of November 4, 1993 by and between ABWF and i 1997 by Agreement dated as of April Acquisition Corp. and Executive (b) Sale Bonus between Execut�ve. Color Tile, Inc. and American Blind and Wallpaper Factory, Inc. (HABWf"); (c) the Interim Change of Control Agreement by and between the Bank Group and Executive, as adopted by the Bank Group as of January, 1998; and (d) the Original Employment Agreement dated as of August 14, 1998 between the Exeoutive and ABWF. 16. Withholding. The corporation shall be entitled to withhold from any and all amounts pay~ble to Executive hereunder suoh amounts as may, from time to time, be required to be withheld pursuant to applicable tax laws and regulations. 17. success!on. Assignabilty and B�ndlria'Eff~. (a.) The Corporation may assign all of its rights and obligations hereunder purchase, merger, to any successor or successors (whether direct or indirect, by consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation; provided, however, th�:t the Corporation wil require each such successor or successors to expressly assume and agree to peiiorm this Agreement in the same manner and to the same extent that the Corporation would be required to penorm �t if no such succession had taken place and further provided thiat nothing K:\EA\SJG\dd\~\8plalimklll1man.20Q.w� P-o' 14 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 6 of 49 Page 5 of 48 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 .. contained herein shall aetas a release of the Corporation of its obligat�on$ hereunder. (b) This Agreement shall inure to the benefit of and shall be binding upon the corporation and its successors and assigns. Executive may not assign. transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any of his rights or obligations hereunder without the prior written consent of the Corporationt and any such attempted assignment, transfer, pledge, encumbrance, hypothecat�on or other disposition without such consent shall be null and void and. without effect. Notwithstanding the foregoing. it Is expressly understood and agreed that the Executive's estate shall be entited to all monies due to Executive hereunder In the event Execut�ve dies at. or subsequent to, the termination of his empioyment, but prior to the receipt by Exeoutive of monies due him pursuant to the terms hereof, 18. ~adlml$. The Section and subsection headings contained herein are included solely for convenience of reference and shall not control or affect the meaning or interpretation of any of the provisions of this Agreement. . 19. . H,9tice~. Any notices or other communications hereunder by either part shall be in wr�ting and shall be deemed to have been duly given if delivered personally to the other part or, if sent by registered or certified mail, upon receiptt to the other part at his or its address set forth at the beginning of this Agreement or at such other addreSS as such other part may designate in conformity with the foregoing.. 20. Governing La'N. This Agreement shall be governed by. and construed and enforced in accordance with, the laws of the State of Michigan applicable to contracts made and to be penormed wholly in that stats, without giving effect to the principles thereof relating to the conflicts of laws. 21. Arbitration. (a) Disputes Subject t9 Arbitratl9n. Except as provided jn Section 11, the Corporation and Executive mutuplly consent to the resolution by arbitration of any dispute between the Corporation and Executive underthls Agreement (a "DIspute"). __....._ ,". _._. no... ,..__.._--" _.__.._..-._-_. -_.__....... -- .--..-.-----.,'.,... _.._- ._.. _. ........ - - (b) Arbitration Procedures. (i) The corporation and Executive agree that, except as provided in this Agreement, any arbitration shall be in accordance with the thencurrent National Rules for the Resolution of Employment Disputes Model which the arbitration Is convened (the" Arbitrator"). The arbitration shall take page 15 Empioyment Arbitration Procedures ofthe American Arbitration AssocIation (~AAfl) before an arbitrator who �s licenced to practice law in the atate in K;\Er A\sJGldli'gml\lmplligmklllZl'n-200.wi Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 7 of 49 i 08/10 Case 2:06-cv-13576-AC-SDP Document 3-2 F I de /2006 Page 6 of 48 place in or near the city in which Executive is or was last empioyed by the Corporation. (ii) The Arbitrator shall be selected as follows. The AA shall give each part a list of i 1 arbitrators drawn from its panel of labor and empioyment arbitrators. Each side may strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties. said individual shail be designated as the Arbitrator. If more than one common name remains on the lists of all partlesi the parties shall strike names alternatively unti only Ol'e remains. If no commonlist andremains on name the parties the lists of all parties, the AA shall furnish an additional shall alternate striking names on such second list until an arbitrator is selected. (ii) The Arbitrator shall apply the law of the state of Michigan applicable to contracts made and to be performed wholly In that state (without giving effectto the principles thereofrelating to conflcts oflaw). The F edera I Rules of Evidence shall apply. The Arbitrator shall render a decision within thirt days of the date upon which the Arbitrator is selected pursuant to Section 21(b)(ii), which decision shall be final and binding upon the parties. (Iv) Th� Arbitrator shall have jurisdiction to hear and rule on prehearing disputes and is authorized to hold pre-hearing conferences by telephone or in person as the Arbitrator deems necessar�. The Arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary Judgment by any part and shall apply the standards governing such notions under the Federal Rules of Civil Procedure. (v) Either part. at its expense, may arrange for and pay the costs of a court reporter to provide a stenographic report of proceedings. (vi) Either part, upon request at the close of hearing i . shall be given leave to file a post-hearing brief. The time for filing suoh a brief shall be set by the Arbitrator. . (vi!). n. ... Either-arL:-may-brinan:iorrin -ay court of competent jurisdiction to compel arbitration under this Section 21. Except as otherwise provided in this Section 21, both the Corporation and Executive agree that neither such part shall Initiate or prosecute any lawsuit or administrative action in any way related to any Dispute covered by this Section 21. in the form typically (vii) The arbitrator shall render an opinion rendered in I�ibor arbitrations, Page 16 K:\lT A\SJG't~lImll&mPi.iimk;izmi1ri.~~.wp Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 8 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 7 of 48 (c) Arbitration Fees and Costs. The Corporation and Executive shall equally share the fees and costs of the Arbitrator. Each part wil deposit funds or post other appropriate security for its share of the Arbitrator's fee. in an amount and manner determined by the Arbitrator, ten (10) days before the first day of hearing. The losing part in the arbitration (as determined by the Arbitrator) shall pay for �ts own. and, If awarded by the arbitrator, the losing part shall also pay for the prevailng partls costs and attorneys' fees, (d) OODorturiit to Review. The Executive acknowledges that he has been given the opportunity to discuss this Agreement, including this Secion 21, with his p�vate legal counsel and has availed himself ofthat opportunity to the extent he wishes to do so. (e) LaW Governing. The part�es agree that the arbitration provisions set forth in this Section 21 wil be governed by the Federal Arbitration Act, 9 U.S.C. �� 1.16. ("FAA"). The parties further agree that all Disputes. whether arising under law, wil be subject to the FAA, notwithstanding any state or local state or federal laws to the contrary. ,.. ___._.....------i~n_- ... K:\EA\sJG'vldligml\impl.lirnlitun-200.wp PJge 11 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 9 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 8 of 48 -" executed this IN WITNESS WHEREOF, the parties hereto have dUly Agreement on the day and year first above written. DECQRATETODAy,COM, INC. By: Name: Title: b~ -: y..: Gdm/Hl./-/tI 6. �j 10 4 �ao EXECUTIV~ � STEVEN B. KA TZMA K:\EA\sJG\dtdmt\impl;igmkll%mlin.200o-,wp Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 10 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 9 of 48 Case 5:03-cv-05340-JF Document 243-21 \ , Filed 12/26/2006 Page 11 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 10 of 48 ,A Empioyee Hardware Loan By signg tbe Employee agree to be responsible for the retun Dr the hardware and al peripherals in the same conditon it was loaned to them. In the event the Employee does not retrn the equipment, or returns the equipment in unusable condition" the Employee wi be responsible for the replaceient value of tbe equipment aDd authories American Blid and Wallpaper Factory to propey deduct such amount from Employees last payroll check. !8''"'l C(ITOlililor lllrdWJJC ... !lfh hltt MII)'illrerl iinI~ lidAlftrc JlJi liIUyaiWklo~lg~ rob\ UK Yci mI ~ti.-iko~ieJld ol 1'iicl~ pi:1o Gquliill OD Qle or CIIiH lIQlpt IId..fI 11 �I ~1l ~Illy to ~ iolb i;IJo poll�. . 'ro ~y lkesc th~'UIe orooir!O~ fl a "an iit:l~ pilll ~ Co~)' 00 nol ii ih.. ,Qf or 110 Jd1t dlJllllon OoleitlQl .. 801' eoco fL bilrl' DO ��al ~ � ~hilitt by iI US CoiJ1 Ac u. S\ 1\- C,; �'lod (!ut .na ~�nw 1ft iwl 10 1: U$ fur ~ Ut Tho (:)' ""iilJ Ih \iUalloo io~ 11 nro~ 5lnw '1�bt fu tloi J; ~ri)'-i ~i= 11 Ii ~i-ibil�i to v� ~~4U miitllldd~-id ~ YoU lpi '" Tt.. ."d n: .i ecll.."'1l1f oiiii "'~ 1) ~1\ ii n:lI d=ttMUliiQl '" Ib Ci)' on ..~_ yo 1I cloy ofmilD)'l \ \i \ . C~i. '�ft ili:nmcU.'lOl ""'�iinlo; owns 1I\1I,i, rcml bo i( up �uii. ,\�~ i. to be tcl ii ~ ~l: ..i: ,,~i coiq to~ j. Iiiill. Sytim dinit ""'I bo "" -i i ~lnl_ti oftl Co. UllJ\K .�=ia wity dolI ~i; biomi~on .. wiii pifi wlll bc itiiti in IL ,I/tlibr by Il IT d~pllL Drll ~. n. fo illr po.itoo. 1b. _1n ohou14 ti"' be �i or Wi 1i ol .clo:y l ~ ~ SiIoIl slil4 wok wi\l l;io~tt 1u f�!I -ILlI'Y (I 1b own peRI_ poi..ty iultrltl . . IT miy ci. IIft 1iiili Df ct oonl1 Dwri: by I!~ ",~y lln~ ti~ Name: Steve Kaumai EmpJoyee Signature; YI Pate Loaned: 2114/06 ~ ~ r~ ate Retnnied: ~.\ 'l Management APproval Signature: Make: DELL -, ; Model: Latitude D610 :':.\ .l 1"i DeScrption: ~ :.1 i -I Serial Nuinber: CN.OC4708-863-61 A~ 1411 I ~setTag: 34~1 Battery: JP-OY1338-201%wSC))1935 Spare Dattery:KROYF3507176J.61BwBODN ~ouse: IJ0541S5680~ power Cord: CN-007809-7161S-SaSw 11 C2 LU_,n..Ili-~X�I~"'IJ" Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 12 of 49 Page 11 of 48 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 ." -~ l!rlJ?her.Rl~ sent with Bardware __ ..,.,' 1 ~.JjP.!r~~~.~~f.,r./ ..._.-.1.. d;~';:;;t1 ),~ l&an Cbecldln Device works correctly Al DecesSlIry pelpherab are pru'fided with the device o If Dnt. please gie reaon why: L UDneeessary aid/or sensidve software removed. (I CPl Te�hn�dan Signature; llturn �heeklt DeTiee works corr~tl Al peripherals sent wtth the device were returned o UDO!, plese gli: reii�DD wby: i Penon a! iifonuation remo�ed. (I CPU) T..i�..Sigomre, ~ ~�r Jpf6 ~~ L1rn-i~..ri\l\M-~Ik'iI.i Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 13 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 12 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 14 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 13 of 48 Amencan BLINDS, WALLPAPER & MORE Steven Katzman Chlaf Exiiuts Ofer May 18, 2006 To The Boar ofDirlS of Anercm Blid an Walpapa Factoiyi In. Efecw liedtcly I resign my position as Ch of th Boar ~ Boar Memlx. Chief:&utve Qf�er, Priden an Emloyee of American Bli -and Walpap you and i wi alys chesh th Faciy, Inc. I have enjoyed workig with all of wpn an gudan th you have prvide I of only wish the be for eah and ever one you. ~lf~ " 009 N Sheldn Rod . Ayout, MI48170 � (734) 207-5888 � Fax (734) 207 -8292 � stevk(!arrricanbllnds,co Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 15 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 14 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Filed 08/10/2006 Page 16 of 49 Page 15 of 48 Case 2:06-cv-13576-AC-SDP Document 3-2 ~ NJW YOIIK, NY ..,l'HINO'O"", m: ~ KELLEY DRYE & WARREN LLP iI ,,1..''rIUt \o,Ii_,\olh "A.''''''.I1I~ o 333 WEST WACKER DRIVE SU ITE 2600 F",ACSI1'11.!: c;n:�) S~7.."'09'l CHICAGO, ILLINOIS e060S q12) 1;57-1070 ww.k..lI.iydr;y...�om OSUS,6N GREENSPQN CIFlEC1 lI'lE: (312) &57-7080 1'''1.0''. CQJINI:PI. vJ# 5.T,.Mt"OllP~ C� p..Il~IPF'..N'1. NJ EMAIL: 'Drl.nt�on~keiilydr~i.~(it\ 8fiU5$E.L6. i6ELGluM ..J"P"LI�I'T1: o~F�C:.& ..A....t.TAl INDONES'. MUI'BAI, INDl,A May 19, 2006 VIA E-Mail (StevenKntzmanl(�vahoo.com) VIA UPS Mr. Steve Katzman 6531 Pembridge Hil West Bloomfield, MI 48322 Dear Steve: American Blind and Wallpaper Factory, Inc., CABWF") has informed me that varous items that were in your offce, including files, documents, records. electronic data. computeT fies and other propi;etar infonnation, are missing. TIie removal of any non-personal property from ABWF is criminal theft and civil conversion. ABWF hereby demands that you retum any such property, or any and aU other ABWF materials you have in your possession, by 5:00 p.m. on Monday, May 22, 2006. All electronic data and all other company materials in your possession are the propert of ABWF, and ABWF treats such infonnation and data as such information. propriety and confidentiaL. You are not in any manner to keep copies of In the event you fail to comply with ABWF's request, or you use or distribute any of ABWF's propriety and confidential information, ABWF wil take appropriate legal action. ~~'-'--:A ..... ~)---:/'.i;/.... S an J. Greenspon SG:bjm CHOlIGREES/209503.1 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 17 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 16 of 48 -- Case 5:03-cv-05340-JF Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 18 of 49 Page 17 of 48 Case 2:06-cv-13576-AC-SDP ,i-' .. j \. e e .. LI..I'lttJ L1A_ILITT j:""R'Ti-J:"i:i-IP KELLEY ORYE'& WARREN LL.P 333 WEST WACKER DRIVE SUlfE: e600 NEW YO'RK. f.Y rAC51i.1Lit WASl-INGTON, DC CHICAGO, ILLINOIS 60606 (3IZ) 8"'7-7070 ("s12) �D7ir70S!S .www.k.iII...ydrye.c.om TYSONS c;QAH'ER, vA $TA""rQRD1 eiPARSlttPAt.... N.J SU$AN GReENSPOI' OIREC'T L1I'E: (312) G!Y.70eo BRU~~ELS. BELGU.iM i;MkIL' .gr..n'~oRq�k.Il.Ydry.-.�i' Air,.ILlAn: o,.Flci;:: ~JAKARiA. I NOONE61,i MUl.eAl. INDIA May 19,2006 VIA, FACSIMILE (248-592-1964) & VIA E-MAIL (Sn.;VENKATZMANl ~y AHOO.COiv) Steven Katzman 6531 Pembridge Hil West Bloomfield, MI 48322 Re: American Bl�nd and Wallpaper Factory. me. Dear Steve: As counsel for .Aerean Blind and Wallpaper Factory, me, ("ABWF"). tre. have we may been instructed to contact you regarding certain conduct you have engaged in, which if be actionable under Michigan state law. We have been informed that you have been in contact , with certain vendors an.d creditors of ABWF following your tender of resignation from ABWF. We have also been advised that in at least one conversation with a vendor, you have indicated or implied that ABWF is in financial distress. Specifically, references to a representative of the new majority shareholder as a "workout man" taking over control of ABWF suggests a negative connotation with regard to the financial stabilty of ABWF. Based on these comments, at least one vendor has already elected to rescind credit and has refused to continue to manufacture and ship merchandise on. behalf of ABWF. You should be aware that any representations you have made or may make regarding ABWF being in financial distress are absolutely false. As of Monday, May 22, ABWF wil have access to a new $10 millon revolving line of credit, $3.8 milion of which is currently funded, and wit be in complete compliance with all cQvenants. As a shareholder of ABWF, a closely held corporation, you may stm owe a duty of loyalty and a fiduciary duty not to harm the corporation in any manner, regardless of your employment status. As you know, ABWf has business relationships with its suppliers, Any intentional interference by you that causes the termination of these relationships may be considered tortious interference with economic advantage. Similarly, any dissemination by you CHOI/PLATC/20!l412,3 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 19 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 18 of 48 ""' 'l " .. e e KELLEY DRYE & WARREN LLP Steven Katzman May 19, 2006 Page Two of false information that tends to prejudice ABWF in the conduct of its business, or'hat deters others froni dealing with ABWF, is actionable defamation. If you do not refrain from any further corrunications with any vendors, creditors, suppliers, customers and/or employees on any matters which interfere with ABWF's relationships with these entities or individuals, which misrepresents or misstates ABWF's currnt condition, or is otherwise in violation of your duties under the law, ABWF wil have no option but to protect its interests and assert any legal cause of action it may have against you Sincerely, (,:'". . .?,. ':'.;~:'-" . )' .'f....... -:..:==._..__....__,_~~.....".. Gi.'r-..i:..~ ,- ,:;:.' ", ..' -.---..,..-.--... .. '-" . ....,..-.......... ~. . _......, / (.,/' ../ '/~. Susan J. Greenspon SJG:bjrn CH01/PLA TC/2Q94n.J Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 20 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006. Page 19 of 48 ~ Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Filed 08/10/2006 Page 21 of 49 Page~~e'� �l3 Case 2:06-cv-13576-AC-SDP Document 3-2 . 'Fw; Return of PropeTty Demand letter Greenspont Susan From: Steven Katzman rstevenkatzman1 ~yahQo.com) Sent: Monday, June 05, 2006 12:07 PM To: Greenspon. Susan Subject: RE: Return of Property Demand letter Importnce: High Susan - As we discussed on the telephone for security purposes I did archive my corporate records on my home computer. Also as we discussed as of the first of the year we implemented a new program called Coremetr�cs that tracks all website activity. One of the features of this softare is that it allows you to automate sending reports on a daily basis. Initially for some reason I was not receiving the reports in my corporate e-ma�l account so I added a personal yahoo email account to also receive the daily reports. W�th respect to the Coremetric e-mails, I have copied all 4,368 e-ma�ls to a pst file on a disk and I am sending you 2 disks in the mail today (1 for you to forward to American Blinds and the other to keep for your files). I have also sent a copy to my attorney for safe keeping. I have done so in the event a dispute arises where the integrity of the information becomes important I will not keep a copy nor wlli or anyone on my behalf access the information for any purpose precluded by the employment agreement With respect to the corporate records, I amin the process of reviewing over 15,000 items so that i can remove any personal related items before sending you copies. As soon as I have completed this review I will forward pst files on a disk of all corporate related records that I have archived. If there are any specific corporate records that American Bl�nds believes they need immediately please let me know and I wil get those out in advance of forwarding the entire file. Thanks i steve 248-310-3635 From: Greenspon, Susan (maiILo:SGreenspon(QKelleyDrye,�oni) Sent: Wednesday, May 241 2006 5:39 PM To: steven K~tzn1an Subject: FW: Return of Propert Demand lettr Steve: Per your request, attached is the letter sent to you on Fr�day regsrd�ng the return of corporate property. Thanks Susan Susan J. Greenspon KELLEY DRYE & WARREN LLP 333 W. Wacker Dr. 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 22 of 49 , . Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 . 'FW: Rcturn of Propert Demand letter Page~gc0 ~ Suite 2600 Chicago, lllnois 60606 (312) 857-7080 (direct) (312) 857.7095 (facsimile) ~---Orlginal Me$ge-from: Greinspo,i, Susan Serit= Frld~y, May 19, 20069:35 PM To, 's�venkatzmanil�yahoo.com' te: 'Jon Bauer' Subjec Retum of PioPt!rt Demand li�ttcr -:-:209503. doc:;:; Susan J. Greenspon KELLEY DRYE & WARREN LLP 333 W Wacker Dr. Suite 2600 Chicago, Illnois 60606 (312) 857-7080 (direct) (312) 857-7095 (facs�mile) tax advice contained in this conununication, unless otherwise stated. is not intended and cannot be used for the purpose uf avoiding tax-related penalties. PurSlIant to Treasury Regulations, any U.S. federal The infonnation contained �n this E-mail message is privileged, confidentiaL, and may be protected from disclosure; please be aware that any other use, printing, copying, disclosure or dissemination of you think that you have received this communication may be subject to legal restriction or sanction, If this E-mail message in error, please reply to the sender. ' This E-mail im::ssage and any attachments have been scaned for virues and are believed to be free of any virus or other defect that might afftJct any computer system into which it is received and opened. However, it �s the responsib�lity orthc recipient to ensure that it is virus free and no responsibility is accepted by Kelley Drye & Warren LLP for any loss or damage arising in any way from its use. 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 23 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 22 of 48 -- Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 24 of 49 Page.23 of 4& Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 r FW: Return of Propert Demand letter rage i on Greenspon. Susan From: Steven Katzman �stevenkatzrnan1fgyahoo.coml Sent: Monday, June 12, 2006 11:i 1 AM To: Greenspon, Susan Subject: RE: Return of Propert Demand letter Importance: High Susan - I am in receipt of your correspondence dated June 8, 2006. It is inaccurate in that you received the e~mail below on June 5th and not on June 7th. More importantly, I take exception to the fact that you are suggesting the first time you became aware that I was putting the requested information together was as a result of the e-mail below. You and I have had several discussions over the telephone concerning this matter since I received your correspondence of May 19th and prior to me sending the e-mail below. I advised you that I am, and continue to, dilgently work on assembling the requested information. According to my employment agreement I am only required to return records that paragraph 11(b) of contain any proprietary information. I do not believe anyone is as well pos�tioned as I am to p�ck out the personal informat�on that is contained in the fies. Once I began reviewing the information I discovered that there are in excess of 35,000 �tems and therefore it has proven to be. a much more diffcult task than I originally anticipated. I will certainly maintain the integr�ty of the proprietaiy information and I have every intention of complying with the non-disclosure requirements under paragraph 11 (a) of my empioyment agreement. I have already sent you the Coremetric$ e-mails and I anticipate sending the remaining files out this week. Upon reviewing the items, it is my sense that I don't have anything in my possess�on that is of a critical business nature. However, please let me know if there is anything that American Blinds believes is of a critical nature and assuming that I have such information I w�l foiward such immediately. Sincerely, Steven Katzman From: Steven Kat2m;in imai\to~stevenkatimani(�yahoo.coml Sent: Monday, June as, 2006 1:07 PM To: 'Greenspon, Susan' Subject: RE: Return of Propert Demand letter Import4Jnce: High Susan - As we discussed on the telephone for security purposes I did arch�ve my corporate records on my home computer. Also as we d�scussed as of the first of the year we features of thisnew �mplemented a softare program called Coremetri"cs that tracks all website activity. One of the is that it allows you to automate sending reports on a daily basis. Initially for some reason I was not receiving the reports in my corporate e-ma�l account so I added a personal yahoo e- mail account to also rece�ve the daily reports. 8/3/2006 Case 5:03-cv-05340-JF Propert Demand letter Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 25 of 49 pagipt~ ~fo1~ Case 2:06-cv-13576-AC-SDP ;' F1V: Return of With respect to the Core and I am sending you 2 disks in the metric e-mails. I have copied all mail 4,368 e~mails to a pst file on a disk today (1 for you to forward to American Blinds and the other to keep for your files). I have also sent a copy to my attorney for safe keeping. I have done so in the event a dispute arises where the integrity of the information becomes important I wil not keep a copy nor willi or anyone on my behalf access the information for any purpose precluded by the employment agreement. With r�Spect to the corporate records, I am in the process of reviewing over 15,000 items so that I can remove any personal related items before sending you copies. As soon as I have completed this review I wil foiward pst fies on a disk of all corporate related records that I have archived. If there are any specific corporate records that American Blinds believes they need immediately please let me know and i wll get those out in advance of forwarding the entire file. Thanks, Steve 248-310-3635 From: Greenspon� susan (mailto:SGreenspont�KelleyDiye,�Om) Sent: Wednesday, May 24,20065:39 PM To: Steven Katzman Subject: FW: Return of Propert Demand letter Steve: Per your requesl, attached is the letter sent to you on Friday regarding the return of corporate propert. Thanks Susan Susan J. Greenspon KELLEY DRYE &. WARREN LLP 333 W. Wacker Dr. Suite 2600 Chicago, Ilinois 60606 (312) 857-7080 (direct) (312) 857-1095 (facsimile) ----origlmil Me~gge"'" Frorr= Green$pn, SU$an Serat: Friday, May is, 20069:35 PM To: '$\evenkatimanlily;hoo.com' Cc: 'Jon Bauer SUbjer;: R2ti.rn of ProPirt Demi!nd letter .-c:209503.doc;.:: Susan J. Greenspon KELLEY DRYE & WARREN LLP 8/3/2006 Case 5:03-cv-05340-JF Property Demand letter Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 26 of 49 Page 25 of 48 Page 3 of3 , Case 2:06-cv-13576-AC-SDP .,. F)l: Rerum of 333 W. Wacker Dr. Suite 2600 Chicago, Illnois 60606 (312) 857-7080 (direct) (312) 857-7095 (facsimile) Pursuant to Treasur Regulations, any U.S. federal tax advice con1a�ned in this communication, unless otherwise stated, is not intended and canot be used for the purpose of avoiding ta-related penalties. The information contained in this E-mail message is privileged, confidential, and may be protected from disclosure; please be aware that any other use, printing, copying, disclosur or dissemination of you think that you have received this conuunication may be subject to legal restriction or sanction. If this E-mail message in error, please reply to the sender. This E-mail message and any attachments have been scaned for vimses and are believed to be free of any virus or other defect that might affect any computer system into which it is received and op~ncd. the recipient to ensure that it is virs free mid no respomiibilty is However, it is the responsib�1ty of Kelley Dre & Warren LLP for any loss or damage ansing in any way from its use. accepied by 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 27 of 49 ., Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 26 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 28 of 49 . Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page.27 of 4R FW: Retum of Proper Demand letter page 1 on .. " Greensponj Susan From: Steven Katzman (stevenkatzman1(Qyahoo,coml Sent: WednBsday, June 14, 20069:10 PM To: Greenspon, Susan Subject: RE: Return of Propert Demand letter Susan - I am sending you a disk that includes all company related e-mails and documents that were archived on my home computer. I. have also provided a copy to my attorney for safe keeping. I have done so in the event a dispute arises where the integrity of the information becomes important. I wil not keep a copy nor wilI or anyone on my behalf access the information for any purpose precluded by the employment agreement. Steven Katzman From: Stev�n Katiman (ma�lto:stevenkatimanl�lyahoo,com) Senb Monday, June 121 2006 12:11 PM To: 'Greenspon, Susan' Subject: RE: Return of Propert Oemand lettr Importance: High Susan - I an' �n rece�pt of your correspondence dated June 8, 2006. It is inaccurate in that you received the a-mail below on June 5th and not on June 7th, More importantly, I take exception to the fact that you are suggesting the first time you became aware that I was putting the requested information together was as a result of the e-mail below. You and I have had several d�scussions over the telephone concerning this matter since I received your correspondence of May 19th and prior to me sending the e-mail below. I advised you that I am, and continue to, dilgently work on assembling the requested information, According to paragraph 11 (b) of my employment agreement I am only required to return records that contain any proprietary information. I do not believe anyone is as well positoned as I am to pick out the personal information that �s contained in the files. Once I began reviewing the to therefore it has proven information I discovered that there are in excess of 35,000 items and be a much more diffcult task than I originally anticipated. I wil certainly maintain the integrity of the proprietary information and I have every intention of complying with the non-disclosure requirements under paragraph 11(a) of my employment agreement. i have already sent you the Coremetrics e-mails and i anticipate sending the remaining files out this week. Upona that is of reviewing the items, it is my sense that i don't have anything in my possession critical business nature. However, please let me know if there is anything that American Blinds believes is of a critical nature and assuming that I have such �nformation I will forward such immediately. Sincerely, steven Katzman 8/3/2006 Case 5:03-cv-05340-JF FW: Return of Proper Demand leter Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 29 of 49 Case 2:06-cv-13576-AC-SDP Pag~e~ &i From: Steven Katzman (mallto:stevenkatzmani(�yahoo.comJ Sent: Monday, June 05,20061:07 PM To: 'Greenspon, Susan' Subject: RE: Return of Propert Demand letter importance: High Susan - As we discussed on the telephone for security purposes I did archive my corporate records on my home computer. Also as we discussed as of the first of the year we implemented a new program called Coremetrics that tracks all website activity. One of the features of this softare is that it allows you to automate send�ng reports on a daily basis. Initially for some reason I was not rece�ving the reports in my corporate a-mail account so I added a personal yahoo email account to also receive the daily reports. With respect to the Coremetric e-mails, I have copied all and I am sending you 2 disks in the mail today (1 for you to foiward to 4,368 e-mails to a pst file on a disk American Blinds and the other to keep for your files). I have also sent a copy to my attorney for safe keeping. I have done SO in the event a dispute arises where the integrity of the information becomes important. I will not keep a copy nor wili or a'nyone on my behalf access the information for any purpose precluded by the empioyment agreement. W�th respect to the corporate records, I am in the process of reviewing over 15,000 items so that I can remove any personal related items before sending you copies. As soon as I have completed this review I wil forward pst files on a disk of all corporate related records that I have archived. If there are any specific corporate records that American Blinds believes they need immediately please let me know and I wil get those out in advance of forwarding the entire file. Thanks, Steve 24 8-31 0~3635 from: Greenspon, Susan (mailto:SGreenspon(�KelleyDtye,COm) Sent: Wednesday, May 24/20065:39 PM To: Steven Katzman Subject: FW: Return of Propert Demand lettr steve: Per your request, attached is the letter sent to you on friday regarding the return of corporate property. Thanks Susan Susan J. Greenspon KELLEY DRYE & WARREN LLP 333 W. Wacker Dr. Suite 2600 Chicago, Ilinois 60606 (312) 857-7080 (direct) (312) 857-7095 (facsimile) 8/312006 Case 5:03-cv-05340-JF Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 30 of 49 Page�fjeOl ~P3 FW: Return of Case 2:06-cv-13576-AC-SDP Property Demand letter '" .---'urginal Mesge..-. from: Greenspo, Susan Sent: Frida." May 19, 2006 9:3S PM Tr:= 's�venkatzmanl(�yiihoo.com' Ct,' 'JOn ~u~r' SUb~ct; Rl!turn Dr PfQpert Deand letter ...:209503.doc::;; Susan J. Greenspon KELLEY DRYE & WARREN LLP 333 W. Wacker Dr. Suite 2600 Chicago, Ilinois 60606 (312) 857-7080 (direct) (312) 857-7095 (facsimile) Pursuant to Treasury Regulations, any U.S. fcderal tax advice contained in ths communication, unkss otherwise stated~ is not intended and cannot be used for the purpose of avoid�ng tax~relnted penalties, The information contained in this E-mail message is privileged, confidential, and may be protected from disclosure; please be aware that any other use, printing, copying, disclosure or dissemination of this communication may be subject to legal restriction or sanction. lfyoii think that you have received this E-mail IDt:ssage in error, please reply to the sender. This E-nIail message and any attachments have been scanned for vinises and are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened. the recipient to ensure that it is virus free and no responsibilty is However, it is the responsibility of accepted by Kelley Drye & Waren LLP for any loss or damage arising in any way from �ts use. 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 31 of 49 ., Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 30 of 48 ~ Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 32 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 31 of 48 -/NEW yORKT NY W.lSI"tlNGTO,., DC _LEY DRYE & WARRE N ". LII'I''-O LI"'~IL~TT ....II.UIi:1I5HI.. LLP .l 333 WEST WACKER ORIVE SUITE 2600 CHICAGO, ILLINOIS 60606 (311D 85:0-'070 ,�TAt-FO"'D, CT P,�Fi!5I~PANYt N.o J'"!i;:!IMlLE ,;li~l e"7-?Q�oi: www.k"lleyoryu_.,om 5USAN GfU:ENSPON DIRECT L1N'E: U1~J S~7.7030 SMA.I L: 6~f..n.pon-e".II.y~r~e ,~..m TYIiON~ COFlN�R~ v.. BRV$SEL&, ..!LGIUM A,.~I..l""TI: oJoIC:�::; jAkARTA_ I�DON�;SIA MUMB,AI. IND... June 21, 2006 VIA E-I\AIL (STEVENKATZMANl (�y AHOO.cOM) & V)A UPS OVERNlGnT COUJUE;8 Mr. Steven Katzman 6531 Pembridge Hil West Bloomfield, MI 48322 Re: Return OfCOIDpiiny Propert Dear Steve: Please be advised that I finally received the disk containing your electronic fies in today's maiL. Than you for sending me same, Please note, however, that it has just come to the Comp�iy's attention, that you are still in possession ofthat certa�n Dell Laptop Computer, Serial No. CN-OC4708~48643-61A-1421 in addition to the battery, spare batter. mouse, and power cord that you loaned �n coruect�on with same from the Company pursuant to that -cerain Employee Hardware Loan Agreement dated Februar 14,2006. Please retum all such Company propery to the Company by PO later than 5:00 pm tomorroW, June 22. 2006. Your anticipated cooperation in this matter is appreciated, SJG:bjrn Enclosure CHOI/GREESlil0428.1 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 33 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 32 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 34 of 49 . Page i of2 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 33 of 48 Fw: PDF Cover Sheet ~t .l Greenspon, Susan From: Steven Katzman1 lstevenkatzman1(?yahoo.com) Sent: Thursday, June 22,20066:44 PM To; Greenspon, Susan Cc: joel(�americanblinds.com Subject: RE: PDF Cover Sheet Susan - Is American Blinds willng to sell me the computer at fair mar-ket value? Steve Katzman From: Greensponi Susan (mallto;SGreen5pOn~KelleyDiye.com) sent: Thursday, June 22, 2006 11 :44 AM To: Stevenkatznianl(�yahoo.com Cc: joei(�ameri�anbiinds.com Subject: Fw: PDF Cover Sheet Steve: Pel' your request, attached is a copy of the Hardware Loan Agreement you s�gned for the Dell Laptop and related accessories. Please advise if you wil be coinply�ng with the tenus of my letter yesterday with respect to the return of same. Susan ....--_...._--_....----_.._---- Sent from my BlackBerr Wireless H�idheld (www.Bhi�kB&n).net) _.--Original Message--"~ From: Pitney Bowes CH To: Greenspon, Susan Sent: Thu Jun 22 lO:20:48 2006 Subject: PDF Cover Sheet .;.;DOCOO 1.PDF:;:; Pursuant to Treasury Regulations, any U.S. federal tax advice contained in this cQmmunication, unless otherwise siated, is not intended and cannot be used for the purpose of avoiding tax-related penalties. The infomiation contained in ths E-mail message is privileged, confidential; and may be protected from d�sclosure; please be aware that any other use, printing, copying. disclosure or dissemination of you think that you have received ths communication may be subject to legal restnction or sanction. If this E-mail message in error, please reply to the sender. 8/312006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 35 of 49 Page 2 of2 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 34 of 48 Fw: PDF Cover Sheet , ~ This E-mail message and any attachments have been scaned for viroses and are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened. the recipient to ensure that it is virus free and no responsibility is However, it is the responsibility of accepted by Kelley Drye & Warren LLP for any loss or damage arising in any way from its use, 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 36 of 49 ., Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 35 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 37 of 49 Page 36 of 48 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 .. ..' Fw: PDF Cover Sheet , Page i of2 Greenspon, Susan From; Joel Levine Uoe1t�americanblinds.com) Sent: thursday, June 22.20068:41 PM To; Greenspon, Susan Subject: FW: PDF Cover Sheet The answer is nO. We want all the items back. Joel From: Steven Katzman1 (m�;�lto:stevenkatzmanl(�yahoo.com) Sent: Thu 6/22/2006 7:44 PM To: 'Greenspon, Susan' ee: Joel Levine Subject: RE; PDF Cover Sheet Susan - Is American Blinds wiling to sell me the computer at fair market value? Steve Katzman From: Greenspon, Susan (mailto;SGreenspon(�KelleyDiye.comJ Sent: Thursday, June 22, 200611:44 AM To: Stevenkatzmanl~yahoo.com Cc: joel(�americanbllnds.Gom Subject: Fw: PDF Cover Sheet Steve: Per your request, anached is a copy ofthe Hardware Loan Agreement you signed for the Dell Laptop and related you w�l be complying with the tenns army letter yesterday with respect to thi: return of same. accessories. Please advise if Susan ...._---"._........__..---_.._--- Sent from my BlackBerr Wireless Handheld (www.BlaekBerr.net) m~Orig�nal Message--..From: Pitney Bowes CH To: Greenspon, Susan Sent Thu Jun 22 10:20:4& 2006 Subject: PDF Cover Sheet .(-(DOCOO i .PDf.:; 81312006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 38 of 49 Page 1 of i Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 37 of 48 Short David From: Joel Levine ooel(�americanblinds,com) Sent: Thursday, August 03,200612:57 PM To: Short David Subject: FW: Competitive Landscape Importance: High From: Chad Spawr Sent: Wednesday, July 19, 20063:50 PM To: Joel Leine Subjec: FW: Competitive Landscape Importance: High Joel, Just found this smail in Irma's Inbox in Outlook. Note that he wrote it just a couple of days ago, Not sure what he was think�ng, but thought you'd find this interesting. Chad -----Origlnal Message---- From: Steven Katzman (mailto:stevenkatzman::riyahoo.com) sent: Mondayi July 17, 2006 11;58 AM To: Irma Kline Cc:Mrludi;ypk(�aol.com Subject: Competitive Landscape Importance: High IrmaCan you go through the ordering process with each competitor and see whether there are any additional charges they include right before you buy (i.e. Shipping charges, processing fees, across any that have these type of charges UPS insurance, etc...). In the event you come please describe them in deta�l. Also, please make notes on which brand each website carries. I added 4 additional columns to the competitor track�ng form. Let me know if you have any questions. Thanks, Steve Katzman 248-310-3635 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 39 of 49 .. Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 38 of 48 EXHIBIT FILED UNDER SEAL Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 40 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 39 of 48 Case 5:03-cv-05340-JF Document 243-21 Document 3-2 Filed 12/26/2006 Filed 08/10/2006 Page 41 of 49 Page 40 of 48 .\ Case 2:06-cv-13576-AC-SDP Short David llJd RT lrom: Sent: To: Joel Levine (joel(�americanbl�nds.coml Thursday, August 03, 2006 12:58 PM Short David Subject: FW: Redlined Version Employee Handbook Redllned lersion.doc (596 KB ~ -----Original Message----From; Ch.id Spawr Sent: Monday, July 24, 2006 2:50 PM To: Joel Levine Subj ect: rw: Redlined Version Employee Handbook Joel, This is the latest email from Katzman to Irma. Docs he know that she i s gone':' LooJ. ilt the attadimenl; he sent to her'? Child -----Orlginal Message----- From: Steven Kat zman (mail to: stevenkatzmanl0yahoo. com) Sent: Friday, July 21, 2006 5:33 PM To: Irmd Kline Subject: Redlined Version Empl�yee f1;,ndbook ********~ protected from disclosure; please be awar':i t,h.,;i-t any other UB.;, printing, copy.i.ng, disc,) Qi:I)H; or dissemination The informati�n cOntained in this E-mail ff�ssaqe is privi.leged, confidential, and may be of th.\:, Gommunication may be s\ioject to legal r68tr.i.ction or sanction. If you think that you have received this E-mail message in errori please reply to the sender and delete it from your compute r. T hank you, Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 42 of 49 '. Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 41 of 48 EXHIBIT FILED UNDER SEAL Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 43 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 42 of 48 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Filed 08/10/2006 Page 44 of 49 Page. 43 of 4ft page 1 o�-i Case 2:06-cv-13576-AC-SDP Document 3-2 Short David From: Joel Levine OoeltQamericariblinds.coml Sent: Thursday. August 03,200612:58 PM To: Short David subject: FW: CompetItive Landscape Importance: High From: Chad Spawr Sent: Monday, July 24, 20062:54 PM To: Joel Levine Subject: FW: Competitive Landscape Importnce; High Joel, This is 2n updated resend of the document he sent to Irma last week. Chad _m-Original Message----- From: Steven Katzman (ma�lto:stevenkatimanl(�yahoo.com) Sent: Friday, July 21, 2006 5:31 PM To: Irma Kline Subject: PN: Competitive Landscape Importance: High " From: Steven Katzman (mailto:stevenkatim�:ni(�yahoo.com) Sent: Monday, July 17, 2006 11:58 AM To: IRMA KLINE (ilk3689t�aol.com) ee: Mrluckypk(Qaol.com Subject: Competitive Landscape Importance: High IrmaCan you go through the ordering process with each competitor and see whether there are any additional charges they �nclude right before you buy (Le. Shipping charges, processing fees, UPS insurance, etc...). In the event you come across any that have these type of charges please describe them in detaiL. Also. please make notes on which brand each website carries. I added 4 additional columns to the competitor tracking form. Let me know if you have any questions. Thanks, 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 45 of 49 Page 2 of2 ., Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 44 of 48 Steve Katzman 248-310-3635 8/3/2006 Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 46 of 49 -. Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 45 of 48 . EXHIBIT FILED UNDER SEAL Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 47 of 49 '. Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 46 of 48 (1:~.J " ~l ~j ", ., Case 5:03-cv-05340-JF Document 243-21 Filed 12/26/2006 Page 48 of 49 " Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 47 of 48 steve rccess. txt , 2006-0~~21,07: 27: 14,2006-05-21,07: 27: 14,h72. 16.17.2,23,4 131190 OS/21/2006 07:28:52.580 sEv~3 AUTH/5 RPT~704 68.40.136.63 Authentication rejected: Reason = user waS not found handle c 502, server ~ Internal, user ~ skatzman, domain ~ ~not spec; fi ed:: 2006-05-21,07: 27: 17,2006-05-21,07: 27: 17,172.16.17.2.23,4,131192 OS/21/2006 07:28:55.830 sEv~3 AUTH/S RPT=705 68.40.136.63 AuLhentitation rejected: Reason ~ user was noL found handle ~ 503, server = internal, user ~ skatzman, domain = ~not sped fi ed;: 2006-05-21,07 :27: 21, 2006~05-21,07 :27: 21, 172 .16.17. i, 23,4,131194 OS/21/2006 07:28:59.350 SEV=3 AUTH/5 RPT~706 68.40.136.63 Authentication rejected: Reason = User waS not found hand1 e ~ 504, server = �nterna1, user - skatzman, domai n ~ ~not specifi ed:. 2006-05-21,07: 27: 34 ,2006-05-21,07 :27: 34,172.16.17.2,23,4,131203 OS/21/2006 07: 29: 12.480 SEV=3 AUT. H/S RPT~707 68.40..136.63 Authenti cati on rej ected: Reason ~ U$et was not found handle = 506, server ~ Internal, user., skatzman, domain ~ ~not S peci fi ed;: 2006-05~21 ,07: 27: 50,2006-05-21,07 :27: 50, 172.16.17.2,23,4,131205 OS/21/2006 07: 29: 28. 080 SEv~3 AUTH/5 RPT=708 68.40.136.63 Authenti cation rej ected: Reason ~ user was not found handle- 507, server ~ internal, user - ; rmak, domain = ~not specifi ed:: speci fi ed~ . .' speci fied,. 2006-05-21,07: 27: S4. 2006-05-21, 07: 27: 54,172.16.17.2 J 23 ,4,131207 OS/21/2006 07:29:32.680 SEV~3 AUTH/5 RPT-709 68.40.136.63 Authentication rejected: Reason ~ user was not found handle m 508, server ~ Internal, user - i \mak, domain ~ ~not 2006-05~ii, 07: 28: 10 ,2006-05-21,07: 28: 10, 172.16.17. i. 23,4,131216 OS/21/2006 07:29:48.610 sEv~3 AUTH/5 RPT=710 68.40.136.63 Authentication rejected: Reason ~ invalid password handle", 510, server.. 1nternal, user., i,kline, domain "" ~not 19:11:42. 530 SEv~3 AlIH/S RPT=868 68.40.136.63 Authenti cai:ion rejected: Reason II invalid ~assword handle - 952, server ~ Internal, user ~ grupprecnt, domain ~ ~nDl: speciff� d). . . ec; ie ed~ sp specifi ad;: 2006-06-04,19: 09: 26,2006-06-04, i9~09: 26,172.16.17.2,23,4,158947 06/04/2006 19:11:36.990 SEVm3 AUTH/S RPT-867 68.40.136.63 Authentication rejected: Reason ~ Invalid password handle = 951, server., internal, user = grupprecht, domain - ~not specified). .', specified). . 2006-06-04,19: 08: 50, 2006~06-04, 19: 08: 50,172.16.17.2.23,4,158945 06/04/2006 19:11:00.170 SEv=3 AUTH/5 RPT=866 68.40.136.63 Authentication rejected: Reason ~ user was not found handle ~ 950, server = Internal. user ~ ;mhot~p, domain ~ ~not 2006-06-04,19:09:32,2006-06-04,19:09:32,172.16.17. 2,23 ,4, 158949 06/04/2006 2006-06-04,19:10: 19,2006-06-04,19:10: 19, 172 .16.17.2,23,4,158971 06/04/2006 19: 12: 29 .130 SEv~3 AUTH/S RPT=869 68.40.136.63 Autheni:; cati on rej ected: Reason = invalid password handle ~ 955, server ~ Internal, user., grupprecht, domain ~ ~not 2006-06-04,19:10:24,2006-06-04,19: 10: 24,172.16.17.2,23,4,158973 06/04/2006 19:12:34.540 SEV=3 AUTH/S RPT~870 68.40.136.63 Authentication rejected: Reason �nvalid password handle - 956, server = Internal, user = gruppre�ht, domain ~ ~not 2006-06-04,19: 10:43,2006-06-04,19: 10:43,172.16.17.2,23,4,158980 06/04/2006 19:12:53.670 SEVc3 AUTH/5 RPT-871 68.40.136.63 Authentication rejected: Reason ~ Invalid password handle ~ 958, server = internal, user = grupprecht. domain z ~not sped fi ed,. sped fi ed;: 2006-06-04,19: 12: 36,2006-06-04,19: 12; 36,172.16.17.2,23,4,158989 06/04/2006 19:14:46.780 SEv-3 AUTH/5 RPT=872 68.40.136.63 Authentication rejected: Reason = Invalid password handle = 960, server = interna1, user ~ ikline, domain ~ ~not 2006-06-04.19: 12: 39,2006-06-04,19: 12: 39,172.16.17.2,23,4,158991 06/04/2006 19: 14: 49.750 SEv;3 AUTH/5 RPT=873 68.40.136.63 Authenti cati on rej ected: Reason ~ Invalid password handle ~ 961, server = Internal, user - ikline, domain ~ ~not speci fi ed:: page 1 Case 5:03-cv-05340-JF .. . Document 243-21 Filed 12/26/2006 Page 49 of 49 Case 2:06-cv-13576-AC-SDP Document 3-2 Filed 08/10/2006 Page 48 of 48 .. steve access. txt 2006-06-05, 10:10; 55,2006~06-05, 10: 10: 5S ,172 .16.17.2,23,4,160303 06/05/2006 10:13:06.950 sEv=3 AUTH/5 RPT~878 68.40.136.63 Authentication rejected: Reason ~ User was not found handle = 48, server ~ internal, user ~ irmak, domain m ~not spec; fi ed;. 2006-06-05,10: 11: 01, i006~06-0S , 10: 11: 01,172.16.17.2,23,4 i 160305 06/05/2006 10:13:13.000 SEv~3 AUTH/5 RPT=879 68.40.136.63 Authentication rejected: Reason ~ user was not found hand1e ~ 50, server = internal, user ~ irmak, domain = ~not spec; fi ed;: 2006-06-05,10: 11: 11, 2006-06-05,10: 11: 11, 172 .16.17 .2.23,4,160307 06/05/2006 10:13:23.070 SEv-3 AUTH/5 RPT~880 68.40.136.63 Authentication rejected: Reason = Access hours restrictions in effect handle"" 51, server"" Internal, user.. ikline, d0o-06-a,10in50, 2006-06-05,10: 11: 50,172.16.17.2,23,4.160316ed;: . m 05 : 11: - ~not spec; fi 06/05/2006 20 6 specified:. 2006-06-05,10: 11: 55,2006-06-0$,10: 11: 55,172.16.17.2,23,4,160318 06/05/2006 10;14:01.960 SEv-3 AUIH/5 RPT~881 68.40.136.63 Authentication rejec~ed: Reason invalid Rassword handle - 53, server ~ Internal. user = ikl�ne, domain ~ ~not 10:14:06.840 sEV~3 AUTH/S RPT~882 68.40.136.63 Authentication rejected: Reason Access hours restrictions in effect handle K 55, server ~ Internal, user ~ ikline, d0o0m0a1i12: 05,2006-06-05,10: 12: 05,172.16.17.2,23,4,160320 06/05/2006' n a ~not specified~ 20 6- 6- 5, 0: 2006-06-05,10: 12: 20t 2006-06-05, 10: 12: 20,172 .16.17.2,23,4,160329 06/05/2006 10:14:16.800 SEV~3 AUTH/5 RPT-883 68.40.136.63 Authentication rejected: Reason = user was not found handle ~ 54, server ~ internal, user ~ irmak, domain ~ ~not sped fi ed:: speci fi ed:. 10: 14: 31.760 SEv=3 AUTH/5 RPT~B84 68,40.136.63 Authenti cati on rej ected: Reason user was not

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