Square D Company and Subsidiaries - Page 38

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          employment period provided under the 1990 Employment Agreements             
          therefore began on May 29, 1991, and ended on May 28, 1994.                 
               The 1990 Employment Agreements further provided for                    
          substantial lump-sum payments to an executive in the event his              
          employment was either terminated by petitioner without cause9 or            
          by the executive for “good reason”.  “Good reason” for this                 
          purpose included generally any diminution in the executive’s                
          preacquisition position or duties, any change in the executive’s            
          employment location or required travel, or any failure to be paid           
          the compensation provided in the agreement.  The executive’s good           
          faith determination regarding whether the elements of “good                 
          reason” obtained was conclusive.  Further, the 1990 Employment              
          Agreements provided that any reason would be deemed “good reason”           
          during the 30-day period following the first anniversary of the             
          change in control; i.e., May 30 through June 28, 1992 (hereafter,           
          the June 1992 Window).  Thus, the 1990 Employment Agreements                
          granted each executive who entered them substantial payments if,            
          during the 3 years after a change in control, the executive (i)             
          was involuntary terminated (without “cause”), (ii) ceased                   
          employment voluntarily upon a modification of his duties,                   




               9 “Cause” was defined for this purpose as generally the                
          executive’s willful and continued failure to perform his duties             
          with the company or his willful engagement in gross misconduct              
          materially injurious to the company or illegal conduct.                     





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