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H. Other 1992 Compensation of Retained Executives
In 1992, the Retained Executives earned, in addition to the
Retention Payments and 1991 SRP Benefits paid to them in
December, a salary, STIP award, and perquisites. Also, the 1991
Employment Agreements provided that each Retained Executive was
entitled to participate in an LTIP that was to be devised. The
LTIP was finalized, and copies were provided to each Retained
Executive, on January 6, 1993. Certain Retained Executives were
actively involved in the development of the LTIP arrangements and
received relevant documents, including drafts, during 1992. The
LTIP was designed to motivate petitioner’s executives to achieve
petitioner’s long-term financial objectives. The LTIP was based
on performance over the 3-year period 1992-94, and an award
thereunder was equal to a percentage of the sum of a Retained
Executive’s annual base salary for each year in the period. LTIP
awards were paid in July 1995 for the 1992-94 performance cycle.
A pro rata portion of the LTIP award was generally earned by each
Retained Executive in each year of the performance cycle.18 The
18 If an executive eligible for an LTIP award left
voluntarily before the end of a performance cycle, he would
forfeit his award. If involuntarily terminated, he would receive
a partial payment of his award at the discretion of Schneider
executives. If he reached normal retirement age within a cycle,
he would receive a pro rata portion of his award.
Mr. Garrett, involuntarily terminated by petitioner
effective Dec. 31, 1992, was the only Retained Executive who did
not receive an LTIP award in July 1995. All Retained Executives
(continued...)
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