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I. Retained Executives’ Pre- and Postacquisition
Compensation
The total compensation earned by each Retained Executive in
1990 is summarized in the following table:
Restricted Nonqualified
Retained Restricted Stock Stock Perquisite
Executive Salary STIP Stock Dividend Options Allowance Total
Brink $56,061 $22,229 $40,969 0 $178,969 $25,872 $324,100
Denny 275,151 93,333 44,620 $18,136 259,200 6,940 697,380
Francis 141,115 37,445 16,490 1,556 160,859 43,709 401,174
Free 150,601 41,803 19,400 8,605 166,602 12,748 399,759
Garrett 191,832 61,170 24,250 6,875 165,788 6,185 456,100
Hite 180,161 59,543 30,070 11,359 212,113 12,132 505,378
Kurczewski 154,054 53,195 26,190 10,716 207,946 10,936 463,038
Pugh 120,853 55,521 10,670 3,528 10,670 3,789 205,031
Richardson 138,863 35,000 9,700 3,586 9,700 21,643 218,492
Thompson 171,851 56,592 22,310 4,899 171,675 71,147 498,474
Williams 102,420 54,062 10,670 3,072 10,670 1,425 182,320
In 1991, the Retained Executives received various forms of
compensation under the 1990 Employment Agreements, including
stock options, restricted stock and payments in lieu thereof, as
a result of provisions in the 1990 Employment Agreements
triggered by the change in control of petitioner. This
compensation totaled, in the aggregate for the 11 Retained
Executives, $8,752,996. In addition, the Retained Executives
received “gross up” payments in 1991, totaling $2,143,946,
designed to compensate them for any imposition on them of the
section 4999 excise tax on parachute payments with respect to the
aforementioned stock-related payments.
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