Square D Company and Subsidiaries - Page 47

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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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