- 105 -
officer, and corporate vice president-sales. Moreover, we are
persuaded that, as Schneider’s management itself believed and the
Retained Executives were aware, Schneider’s options for obtaining
senior management other than the Retained Executives to manage
petitioner’s operations were quite limited, which would tend to
add a premium to what the Retained Executives would be paid,
without regard to any leverage they possessed by virtue of their
rights to the Termination Awards. In addition, petitioner had
been restructured from a publicly traded U.S. company to a wholly
owned subsidiary of a foreign corporation. As one Retained
Executive testified, this increased various risks to petitioner’s
executives, resulting from, for instance, potential limits on
upward mobility due to a preference for promoting foreign
nationals, the increased likelihood of assignment overseas, and
the potential clash of business cultures. For these reasons, we
find that petitioner should have expected to pay compensation at
the upper end of the reasonable compensation range to retain the
services of the Retained Executives. Thus, we believe petitioner
has shown clearly and convincingly that reasonable compensation
for each Retained Executive would have been an amount not
exceeding the 90th percentile of the range of compensation paid
to comparable executives working for comparable companies.
Page: Previous 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 NextLast modified: May 25, 2011