Square D Company and Subsidiaries - Page 30

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                              (cc)  Mr. Thompson                                      
               Mr. Thompson’s 1992 compensation, excluding the Retention              
          Payment,66 was $576,972.  Because reasonable compensation for Mr.           
          Thompson in 1992 exceeded his 1992 compensation (exclusive of the           
          Retention Payment) by $182,388, this excess constitutes the                 
          amount of Mr. Thompson’s Retention Payment that petitioner has              
          shown by clear and convincing evidence was reasonable                       
          compensation in 1992 for purposes of section 280G(b)(4).                    
                              (dd)  Mr. Williams                                      
               Mr. Williams’s 1992 compensation, excluding the Retention              
          Payment and disputed 1991 SRP Benefit, was $430,401.  Because               
          reasonable compensation for Mr. Williams in 1992 exceeded his               
          1992 compensation (exclusive of the Retention Payment and                   
          disputed 1991 SRP Benefit) by $328,959, this excess constitutes             
          the amount of Mr. Williams’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).                                                         
                         (v)  Messrs. Francis, Free, Hite, and Pugh                   
               With respect to Messrs. Francis, Free, Hite, and Pugh, Ms.             
          Meyer was unable to find any SEC proxy disclosures of                       
          compensation for comparable executives; i.e., for a chief                   


               66 Mr. Thompson did not receive a 1991 SRP Benefit.                    






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