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or before December 31, 1992 (instead of February 1995). Under
the 1992 Amendments, the Retention Payment payable at yearend
1992 was computed as the portion of the Retention Payment that a
Retained Executive would have received under the 1991 Employment
Agreement if he had terminated his employment for “good reason”,
or if petitioner had terminated his employment without “cause”,
on December 31, 1992. In addition, the 1992 Amendments contained
a “clawback” clause, which provided that if a Retained
Executive’s employment was terminated by petitioner for “cause”
or by the Retained Executive for other than “good reason” prior
to December 31, 1995, the executive was obligated to repay the
entire Retention Payment that he had received in 1992, plus
interest. Finally, the 1992 Amendments provided that petitioner
would pay the 1991 SRP Benefit plus interest, as provided in the
1991 Employment Agreements, on or before December 31, 1992. No
“clawback” clause or comparable provision applied to the 1991 SRP
Benefit paid under the 1992 Amendments, in the event a Retained
Executive’s employment ceased prior to the expiration of the
employment period on December 31, 1995.
Pursuant to the 1991 Employment Agreements, as amended by
the 1992 Amendments, petitioner paid Retention Payments and 1991
SRP Benefits (including interest) to the Retained Executives in
December 1992 as follows:
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