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and Edco as signatories and referred to UCIC "and its
affiliates". Although the Management Agreement by its terms made
Mr. Munro's compensation as consultant depend on the gross sales
and profits of UCIC alone, it was intended that Alondra's and
Edco's gross sales and profits should also be taken into account.
Later, about 1983 or 1984, Mr. Malis revised the Management
Agreement to address Mr. Munro's concerns about asbestos
liability and to make the language of the agreement conform to
the previous practice of using the gross sales and profits of all
three companies--UCIC, Alondra, and Edco--in computing Mr.
Munro's compensation. Either at the relevant time or thereafter,
Mr. Malis calculated what Mr. Munro's compensation should be
under the revised Management Agreement by aggregating the gross
sales and gross profits of UCIC, Alondra, and Edco. On that
basis, Mr. Munro would have been entitled to $956,905 for 1986
and $1,276,427 for 1987, but he actually received only $596,316
during 1986 and $1,000,112 during 1987.
Mr. Malis observed Mr. Munro's skills in negotiating useful
price concessions and payment terms from the primary supplier of
insulation materials. At some time, Mr. Malis calculated that
from 1975 through 1993 Mr. Munro had saved UCIC and Alondra a
combined amount of at least $6 million in materials costs, and
finance charges of approximately $2 million.9
9However, in 1987 alone the savings were no more than
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