Square D Company and Subsidiaries - Page 49

                                       - 28 -                                         
          1992, multiplied by a factor equal to 2.817 (because the number             
          of weeks worked after the stated date would have been zero).  The           
          prorated Retention Payment so payable exceeded the Termination              
          Award to which each Retained Executive would have been entitled             
          under the 1990 Employment Agreements if he had elected to                   
          terminate employment with petitioner during the June 1992 Window.           
          A comparison of the Termination Award payable to each Retained              
          Executive under the 1990 Employment Agreements upon a June 1992             
          elective termination, with the prorated Retention Payment payable           
          at the inception of the 1991 Employment Agreements, follows:                























               17 For Mr. Francis, the factor would have been 3.0.                    





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