Square D Company and Subsidiaries - Page 118

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          payment treatment under Q&A-24(c) are parachute payments.58  The            
          total 1991 SRP Benefits paid to each Retained Executive,59 the              
          amount conceded by respondent as not contingent on a change in              
          control under Q&A-24(c) of the proposed regulations, and the                
          remainder that respondent contends is a parachute payment are as            
          follows:                                                                    
                        1991 SRP       Noncontingent                                 
                         Benefit         Amount      Remainder                        
               Denny     $728,977       $728,977       0                              
               Francis   358,854        118,422        $249,432                       
               Free      804,477        596,260        208,217                        
               Garrett   406,292        166,580        239,712                        
               Hite      540,333        270,166        270,167                        
               Kurczewski    367,304    143,249        224,055                        
               Richardson    426,642    0       426,642                               
               Williams     227,380     0       227,380                               

               Because we conclude that the 1991 SRP Benefits should be               
          treated as compensation earned by the Retained Executives in                
          1992, those portions of the 1991 SRP Benefits conceded by                   
          respondent as excluded from parachute payment treatment under               
          Q&A-24(c) are treated as part of the Retained Executives’ 1992              
          compensation for purposes of assessing whether petitioner has               
          shown that the Retention Payments and the disputed 1991 SRP                 


               58 The parties have also stipulated that the amounts                   
          denominated as “interest” paid with respect to the 1991 SRP                 
          Benefits are deductible by petitioner in 1992 pursuant to sec.              
          163(a).                                                                     
               59 Messrs. Brink, Pugh, and Thompson did not receive any               
          1991 SRP Benefits.                                                          





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