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award by a multiplier of 2.8 (rather than 3.7) plus 0.005625 for
each week of employment completed after November 1991,15 not to
exceed 3.7.16 “Cause” and “good reason” for purposes of the 1991
Employment Agreements were defined in all material respects as in
the 1990 Employment Agreements, except that “good reason” no
longer included a change in the executive’s travel burden and the
executive’s good faith determination of “good reason” was no
longer conclusive. In addition, there was no comparable
provision in the 1991 Employment Agreements to the effect that
any reason constituted “good reason” during a specified period.
Under the 1991 Employment Agreements, an executive who
terminated his employment for “good reason” (or was dismissed by
petitioner without “cause”) on the day the agreements took effect
would have been entitled to his 1991 SRP Benefit (plus interest)
and a prorated Retention Payment computed as the sum of the
Retained Executive’s base salary and targeted STIP award for
15 For Mr. Francis, the factor equaled 3.0 plus 0.004545 for
each week of employment completed after Jan. 17, 1992; for Mr.
Richardson, 2.8 plus 0.006294 for each week of employment
completed after Mar. 15, 1992.
16 A Retained Executive whose employment was terminated by
petitioner for “cause” or by the executive without “good reason”
would forfeit his right to a Retention Payment but not his 1991
SRP benefit, which would be paid to him along with accrued but
unpaid annual salary. If he left voluntarily for “good reason”
(but not involuntarily for “cause”), he would in addition receive
a payment equal to 80 percent of the sum of his salary and target
STIP for 1992.
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