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Retained Executive failed to complete the 4-year term of
employment provided in the 1991 Employment Agreements as amended.
Ms. Meyer, for purposes of measuring the Retained
Executives’ 1992 compensation to test it for reasonableness, took
a position similar to her position regarding the LTIP payouts;
namely, that the 1991 SRP Benefits should be disregarded. Ms.
Meyer would disregard this aggregate payment exceeding $4
million, made to the Retained Executives in 1992, on the grounds
that the 1991 SRP Benefits were similar to the supplemental
retirement plans of the purportedly comparable executives and
that, under SEC disclosure conventions, the value of such
supplemental retirement plans would not be included in the
compensation of these comparable executives disclosed in the SEC
proxy materials. Thus, inclusion of the 1991 SRP Benefits would
inflate the Retained Executives’ compensation in relation to the
compensation of the comparable executives as reported in the SEC
proxy materials, in Ms. Meyer’s view. Mr. Rosenbloom treated the
1991 SRP Benefits identically to the Retention Payments,
including a pro rata portion of the 1992 payment based on the
number of years during the 1992-95 period that a Retained
Executive remained employed with petitioner.
We conclude that neither expert has satisfactorily accounted
for the 1991 SRP Benefits for purposes of assessing the
reasonableness of the compensation of the Retained Executives.
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