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individual in prior [i.e., to the change in control] years”. S.
Rept. 99-313, supra at 919-920, 1986-3 C.B. (Vol. 3) at 919-920;
H. Rept. 99-426, supra at 920, 1986-3 C.B. (Vol. 2) at 902.
Mr. Rosenbloom analyzed the increases in the Retained
Executives’ compensation from 1990 to 1992 and concluded that the
increases ranged from 159 to 537 percent. Ms. Meyer faulted
several aspects of Mr. Rosenbloom’s methodology, including his
treatment of stock options, restricted stock, perquisites, and
LTIP payouts. Aside from the LTIP payouts, the parties entered
stipulations, apparently subsequent to the drafting of the expert
reports, that establish the amounts of the foregoing compensatory
payments that were earned in 1990 and 1992. On the basis of the
compensation which it has been stipulated the Retained Executives
earned, a comparison of 1990 and 1992 compensation is possible,
and the results are comparable to Mr. Rosenbloom’s.41 Without
treating any portion of the LTIP payout as earned in 1992
(notwithstanding that the payout was determined with respect to
services in 1992, 1993, and 1994), the Retained Executives’ 1990
41 Mr. Rosenbloom’s computation of the increase from 1990 to
1992 is conservative in one important respect, because he
includes in 1992 compensation only 25 percent of the Retention
Payments and 1991 SRP Benefits paid to the Retained Executives in
that year. The parties have stipulated that a substantially
larger portion of the Retention Payments, and all of the 1991 SRP
Benefits, were earned by the Retained Executives in 1992. When
the stipulated amounts are added to 1992 compensation, the
increase over 1990 is augmented to that extent.
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