Square D Company and Subsidiaries - Page 18

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          adjustment is required with respect to the treatment of long-term           
          incentive plan compensation.  In the case of one comparable                 
          executive (Mr. Bielinski), Ms. Meyer included the entire amount             
          of a payout of long-term incentive compensation in his 1992                 
          compensation because the payout occurred in 1992, even though the           
          payment covered multiple years of services.  Conversely, in the             
          case of another comparable executive (Mr. Galvin), Ms. Meyer did            
          not include any portion of a long-term incentive compensation               
          payout, even though the proxy materials of Mr. Galvin’s employer            
          indicate that he received a $778,790 payout in 1993, paid with              
          respect to 5 years of services including 1992.  Consistent with             
          our earlier analysis and conclusions concerning the LTIP payouts            
          to the Retained Executive, we conclude that a ratable portion of            
          a long-term incentive compensation payout should be included in             
          compensation for any year on which the payout was based.  We                
          accordingly adjust the 1992 compensation of the comparable                  
          executives to do so, as described in greater detail in the                  
          footnotes to the following table, which summarizes the 1992                 
          compensation of the executives determined to be comparable to Mr.           
          Brink.                                                                      












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