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disagreements concerning the 1992 compensation of the Retained
Executives in the main concern the appropriate adjustments to be
made to the Retained Executives’ 1992 compensation to make it
conform to the reporting conventions used in such SEC filings.
(i) Perquisites
Because the SEC proxy filings utilized by the experts
generally did not disclose perquisites paid to a reporting
company’s executives unless the perquisites’ value exceeded in
the aggregate the lesser of either $50,000 or 10 percent of
salary and bonus,50 Ms. Meyer took the position that perquisites
of the Retained Executives should be excluded from their 1992
compensation when comparing it to the compensation of executives
as reported in proxy filings. Mr. Rosenbloom, by contrast,
included all perquisites in the Retained Executives’ 1992
compensation, regardless of amounts. We agree with Ms. Meyer
that the perquisites of the Retained Executives for 1992 should
be disregarded insofar as they fall below SEC reporting
thresholds, to conform with the conventions underlying the
disclosed compensation of executives to which they are being
compared.51 However, we find that Ms. Meyer erred in
50 See 17 C.F.R. sec. 229.402(b)(2)(iii)(C)(1) (1993).
51 We also agree with Ms. Meyer’s position that
reimbursements for moving expenses should be excluded from
perquisites for purposes of comparisons to compensation reported
in proxy filings. We therefore disregard $77,371 in moving
(continued...)
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