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FIDUCIARY OBLIGATION OF SALEM'S DEFENDANT DIRECTORS UPHELD IN SETTLEMENT; POSNER'S SALARY CAPPED

 PITTSBURGH, May 24 /PRNewswire/ -- The civil suit brought by Edward Marshall, Paul Lehman and the Robert Ardis James Foundation on behalf of Salem Corporation (AMEX: SBS) to correct breaches of fiduciary obligations of defendant directors to Salem Corporation has resulted in a settlement.
 The announcement was made today by George M. Medved of the Pittsburgh law firm of Doepken Keevican Weiss & Medved Professional Corporation.
 According to Medved, the settlement stipulates, among other things, the following:
 -- That the alleged excessive compensation paid by Salem Corporation to Salem's chairman of the board, chief executive officer and former president, Victor Posner, has been addressed. According to the Stipulation of Settlement, Posner's total compensation, including base salary and bonuses, shall not exceed $500,000 in any one year. His base salary shall not exceed $350,000 in any one year, and his annual bonuses shall not exceed $150,000 or 5 percent of profits, whichever is the lesser. Medved pointed out that the compensation committee of Salem Corporation has yet to decide what Posner's compensation will be.
 -- Procedures will be adopted by Salem Corporation's board providing for annual review by the compensation committee of the compensation of senior management personnel to ensure that such compensation remains competitive, and providing for the preservation of documentary evidence of the factual bases for all recommendations and decisions by the compensation committee and the board of directors, which results from such annual reviews.
 -- Posner will not serve on the compensation committee.
 -- Procedures will be implemented to ensure that regular shareholder meetings are held and regular reports are issued. Medved noted that this corrects Salem Corporation's practice of not holding shareholder meetings and not issuing shareholder reports, from 1985 through 1989.
 -- The compensation committee will include Philip Smith, age 66, and either Alex Stuart or Leo Wallberg, and at least one additional member to be decided on by Salem Corporation's board of directors.
 -- The executive committee and audit committee will also include Smith and either Stuart or Wallberg, and at least one additional member to be chosen by Salem Corporation's board of directors.
 -0- 5/24/93
 /CONTACT: George M. Medved of Doepken Keevican Weiss & Medved, 412-355-2656; or Hank Walshak of Walshak Communications, 412-835-7770, for Doepken Keevican Weiss & Medved/
 (SBS)


CO: Salem Corporation; Doepken Keevican Weiss & Medved Professional
 Corporation ST: Pennsylvania IN: MNG SU:


KC-CD -- PG008 -- 1678 05/24/93 11:48 EDT
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Publication:PR Newswire
Date:May 24, 1993
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