Square D Company and Subsidiaries - Page 50

                                       - 29 -                                         


          Termination Award        Retention Payment Payable                          
          Payable Under 1990        at Inception of 1991                              
          Employment Agreements       Employment Agreements                           
          Brink              $699,150                     $910,224                    
          Denny             1,320,000                    1,792,000                    
          Francis             666,600                      702,000                    
          Free                646,200                      837,406                    
          Garrett             948,939                    1,137,780                    
          Hite                853,314                    1,029,420                    
          Kurczewski          773,202                      854,000                    
          Pugh                635,598                      812,122                    
          Richardson          531,000                      644,448                    
          Thompson            742,869                      928,428                    
          Williams            593,205                      758,520                    

               F.   Mr. Garrett’s Termination                                         
               Effective December 31, 1992, petitioner terminated the                 
          employment of Mr. Garrett without cause and made a prorated                 
          Retention Payment and 1991 SRP Benefit payment in December 1992             
          under the provisions of his 1991 Employment Agreement.                      
               G.   The 1992 Amendments                                               
               On December 18, 1992, in anticipation of proposed increases            
          in individual income tax rates and proposed limitations on the              
          deductibility of executive compensation for Federal income tax              
          purposes, petitioner and the Retained Executives (other than Mr.            
          Garrett) executed amendments to the 1991 Employment Agreements              
          (1992 Amendments).  The 1992 Amendments extended the employment             
          period provided by the 1991 Employment Agreements by 1 year, from           
          December 31, 1994, to December 31, 1995, and provided for the               
          early payment of the Retention Payment and 1991 SRP Benefit, on             






Page:  Previous  19  20  21  22  23  24  25  26  27  28  29  30  31  32  33  34  35  36  37  38  Next

Last modified: May 25, 2011