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base salary plus targeted STIP award13 for 1992 and a payment of
his supplemental retirement benefits (1991 SRP Benefit) equal to
the greater of (a) the SRP Cashout, if any, that would have been
payable as of December 31, 1991,14 under his 1990 Employment
Agreement if petitioner had terminated him without cause under
his 1990 Employment Agreement on that date, plus interest from
December 31, 1991, through the date of payment; or (b) his vested
accrued SRP benefit as of the date of termination, in either case
reduced by any amount previously paid to the Retained Executive
under the SRP. Any 1991 SRP Benefit paid to a Retained Executive
would be treated as an offset against any future SRP benefits
which that Retained Executive might become entitled to receive.
The 1991 SRP Benefit plus interest for each Retained Executive
exceeded the amount of his vested accrued SRP benefit on December
31, 1991.
If a Retained Executive’s employment was terminated prior to
December 31, 1994, either by petitioner without “cause” or by the
executive for “good reason”, the executive would receive his 1991
SRP Benefit plus interest, and a prorated Retention Payment,
computed by multiplying the same base of 1992 salary and STIP
13 The targeted STIP award equaled the STIP award an
executive would have received if petitioner achieved, but did not
exceed, the financial objectives in its business plan.
14 In the case of Mr. Richardson, the operative date was
Feb. 29, 1992.
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