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Ms. Meyer’s decision to disregard the payment cannot withstand
scrutiny. Even if one were to accept Ms. Meyer’s contention that
the purportedly comparable executives she utilized had
supplemental retirement plans similar to the Retained
Executives’, Ms. Meyer has not shown that the comparable
executives received lump-sum payouts from these plans absent
retirement or termination of employment, as occurred with the
Retained Executives. Ms. Meyer claimed in trial testimony that
many executives received payouts from supplemental retirement
plans in 1992 in anticipation of an increase in Federal income
tax rates in 1993, but her report contains no documentation that
this occurred in the case of any of her purportedly comparable
executives. We are unpersuaded that the lump-sum payouts of
retirement benefits that the Retained Executives received in 1992
in the form of the 1991 SRP Benefits are so similar to the
supplemental retirement plans of comparable executives that they
can be ignored. To the contrary, the lump-sum payouts of the
1991 SRP Benefits, which ranged from 1.6 to more than 4 times a
Retained Executive’s 1992 base salary, were extraordinary in
circumstance and amount. Any attempt to demonstrate the
reasonableness of the Retained Executives’ 1992 compensation that
simply disregards the 1991 SRP Benefits falls far short of “clear
and convincing”, in our view.
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