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the Retained Executives were aware of Schneider’s plight, and
that the Retained Executives used their entitlement to the
Termination Awards and SRP Cashouts as a sword in their
negotiations with Schneider concerning the terms of their
compensation for continued employment. As one Retained Executive
expressed it in a letter to a negotiator for Schneider, “One way
or the other, * * * [the] parachute payments will be paid”, and
“Not one officer is willing to give up what they are entitled to
under their [1990 employment] contract”.
Schneider ultimately agreed to Retention Payments and 1991
SRP Benefits that exceeded the Termination Awards and SRP
Cashouts payable under the 1990 Employment Agreements if the
Retained Executives had elected to terminate their employment
during the June 1992 Window. Indeed, as reflected in our
findings of fact, the Retention Payment payable to each Retained
Executive if his employment terminated (other than for cause) on
the first day the 1991 Employment Agreements became effective--
that is, without his providing any services--exceeded the
Termination Award to which the executive was entitled if he
unilaterally terminated his employment during the June 1992
Window under the 1990 Employment Agreements. The role of the
1991 SRP Benefit in replacing the SRP Cashout provided in the
1990 Employment Agreements is similarly transparent. The 1991
SRP Benefit was in general computed as an amount equal to the SRP
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