Square D Company and Subsidiaries - Page 25

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                                            1992 Compensation                        
                    Executive/Title              Per Ms. Meyer                        
                    Baisley, VP, GC,             1$468,100                            
                    W.W. Grainger, Inc.                                               
                    Davies, GC, Secy,              292,400                            
                    Hubell, Inc.                                                      
                    Smith, VP, GC & Secy           270,300                            
                    General Signal Corp.                                              
                    Grayson, VP, GC,               952,700                            
                    Honeywell, Inc.                                                   
                    Kennedy, VP, GC & Secy         2475,900                           
                    Johnson Controls, Inc.                                            
               1 Excludes $37,800 of the total compensation computed by Ms.           
               Meyer, representing 67 percent of a $56,300 long-term incentive        
               compensation plan payout in 1992 that Ms. Meyer included in full,      
               since the 1992 payout, according to the W.W. Grainger, Inc., proxy     
               materials in the record, covered the company’s 3 fiscal years          
               1990-92.                                                               
               2 Ms. Meyer’s figure includes a long-term incentive compensation       
               plan payout of $31,100 which, according to the Johnson Controls,       
               Inc., proxy materials in the record, is the 1992 portion of a          
               long-term incentive performance award covering the period 1992-94.     
          The 90th percentile of this range of compensation is $761,980.              
          Accordingly, reasonable compensation for Mr. Kurczewski in 1992             
          would have been an amount not exceeding $761,980.  Mr.                      
          Kurczewski’s 1992 compensation, excluding the Retention Payment             
          and disputed 1991 SRP Benefit, was $661,437.  Because reasonable            
          compensation for Mr. Kurczewski in 1992 exceeded his 1992                   
          compensation (exclusive of the Retention Payment and disputed               
          1991 SRP Benefit) by $100,543, this excess constitutes the amount           
          of Mr. Kurczewski’s Retention Payment and disputed 1991 SRP                 
          Benefit that petitioner has shown by clear and convincing                   
          evidence was reasonable compensation in 1992 for purposes of                
          section 280G(b)(4).                                                         





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