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location, or travel burden, or (iii) at his complete discretion,
ceased employment during the June 1992 Window.
The payment to which an executive became entitled under the
1990 Employment Agreements upon the occurrence of any of the
foregoing contingencies was a lump sum consisting of (a) unpaid
annual salary, STIP award, deferred compensation, and vacation
pay accrued but not paid through the date of termination, (b) a
payment (Termination Award) defined as an amount equal to three
times the sum of his annual salary and highest STIP award, and
(c) a payment (SRP Cashout) equal to the greater of (i) the
present value of his accrued benefits under the SRP or (ii) the
present value of a monthly benefit, equal to a percentage of the
executive’s final average monthly compensation (as defined in the
SRP), based on the total of his age and years of service, less
the present value of any benefit which the executive was entitled
to receive under petitioner’s qualified pension plan. Payment of
the SRP Cashout would have fulfilled petitioner’s obligations to
the executive under the SRP.10
Seven of the 18 senior executives who were parties to the
1990 Employment Agreements terminated their employment either
10 If the executive’s employment was terminated by
petitioner for cause or by the executive without good reason
during the 3-year employment period, the executive was entitled
to receive only accrued but unpaid annual salary, deferred
compensation, and certain other benefits; he was not entitled to
receive either the Termination Award or the SRP Cashout.
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