KRUPANSKY, J.
Communicators, Inc., defendant-appellant/cross-appellee, is an Ohio corporation. Jon D. Bancroft, plaintiff-appellee/cross-appellant, had been employed by appellant since its creation. Appellee became a director of appellant in 1980. Appellee remained a director until December 31, 1983.
On June 25, 1980, before appellee became a director, the board of directors of appellant held a regular
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