Free Sentencing Memorandum - District Court of Connecticut - Connecticut

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DEFENDANT'S MEMORANDUM IN AID OF SENTENCING The Defendant, E. Kirk Shelton, respectfully submits this Sentencing Memorandum for the Court's consideration in connection with his sentencing hearing, currently scheduled for the week of July 18, 2005. I. Introduction Notwithstanding the allegations by the government and his convictions, Mr. Shelton's life is a seamless testimony to hard work, integrity and honesty. Mr. Shelton has been a devoted husband to his wife of 21 years and an involved and committed father to his two teenaged sons. He has performed extraordinary acts of kindness to those around him and to the community at large, and he has strived to live an exemplary life with the highest moral and ethical standards both in the work place and at home. His family, friends and colleagues consistently describe a man known for his integrity, honesty, fairness, generosity, strong family values and commitment to the community. Mr. Shelton has performed numerous good deeds and charitable acts on behalf of his family, friends, co-workers, and countless other members of the community. Mr. Shelton was the person neighbors turned to when their children were having problems with drug addiction or depression; he was the compassionate boss who took time out of his schedule to assist employees with health care problems; he was the mentor who helped young executives realize their goals. His direct participation and personal time provided have had a dramatic and positive impact on the lives of others. The jury's verdict in finding Mr. Shelton guilty of the twelve counts in the Indictment is in sharp contrast to his outstanding history, character and background. A review of the numerous letters submitted on Mr. Shelton's behalf shows that the jury's determination that he was

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involved in the offenses of conviction is out of character and contrary to the manner in which he has tried to live his personal and professional life. Scores of letter writers addressed this issue: · "I know my husband better than anyone, and I know that he is a good man to his core. ... Not once in the 29 years we have spent together have I ever seen Kirk exhibit any behavior or utter any statement that might suggest he was not living up to the highest standards of ethics or moral conduct. Not once." Letter from Amy M. Shelton, Letters Appendix at 002 (hereinafter "Letters App. at ___). "For my father, honesty is not the best policy ­ it is the only policy. ... He is an undeniably good person, and I have never known him to ever do, or be accused of doing any questionable acts." Letter from Scott Shelton, Letters App. at 005. "I would like to say that Kirk has more integrity than most people I have met in life. I have always used him as an example for our children as someone to look up to, to emulate. Throughout Kirk's life, he has behaved in an honest and decent manner, has worked hard, and has treated people by the golden rule." Letter from Vicki M. de Angeli, Letters App. at 009. "At no time have I observed him to be anything but scrupulously honest, generous, and forthright in his dealing with others. I have observed him on many occasions to perform acts of kindness and generosity." Letter from Michael M. de Angeli, Letters App. at 011. "Kirk is one of the most selfless individuals I know....He is a caring, generous person who can be counted on in any situation." Letter from Christine de Angeli, Letters App. at 014. "The one thing that immediately strikes you with Kirk is what a genuinely good guy he is. He has a heart of gold. Despite his business successes and wealth, he has always been a very down to earth person." Letter from Gene Szczecina, Letters App. at 017. "[Kirk Shelton] has shown courage and depth of character that go beyond words." Letter from Bob Schultz, Letters App. at 025A. "[Kirk Shelton] was always modest, even self-effacing, and seemed free of the insecurities that cause others to puff themselves up, mistreat subordinates, and require endless adulation." Letter from Richard A. Ratner, M.D., Letters App. at 028. "I found that Kirk was the same way at the office as he was with his friends and family. ... He was friendly toward everyone. He was considerate and warm and seemed to take a personal interest in the lives of the people he worked with and interacted with on a daily basis." Letter from Carolyn J. Ratner, Letters App. at 030.

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"If I recall correctly, I ended my testimony by stating that everything I know about Kirk is inconsistent with the activities which at the time he was accused. In thinking through that statement as I write and even knowing that he has now been convicted, I still stand by that statement." Letter from Jack Skydel, Letters App. at 033. "I have traveled around the world and made hundreds of friends and acquaintances, but none can compare to Kirk. He is a complex personality with deep emotions, an exceptional individual with unshakeable convictions." Letter from Tim Werner, Letters App. at 040. "I believe Kirk to be honest, generous, of high integrity, fair, humble, frugal, unpretentious, sharing and compassionate." Letter from Bob Bauerle, Letters App. at 047. "I have always known Kirk to share the values of his parents, to have a strong work ethic, and to do the right thing." Letter from Jonathan W. Storck, Letters App. at 049. "Kirk was honest in his dealing with the public and had a reputation for integrity." Letter from Ben Werner, Jr., Letters App. at 051. "Kirk's consistent conduct over his entire life stands in stark contrast to the well publicized styles of certain `Imperial Executives' with $10,000 shower curtains. Kirk has always been respected by co-workers and friends alike was because of his scrupulous honesty and his level headedness." Letter from Anthony Petrello, Letters App. at 054. "During my 30 years associated with Kirk, my faith in his integrity and honesty has never wavered." Letter from Bruce A. Pollock, Letters App. at 059. "During that 28 years I have never seen Kirk act with anything other than the highest integrity, whether it be business dealings, interpersonal dealings or how he has raised his family. Even in those two clichéd arenas where many people take shortcuts, paying taxes and toting up their golf scores, I have never seen Kirk do anything but the right thing. Playing by the rules, and applying the rules fairly to everyone regardless of their station in life is an integral part of the code he has lived his life by." Letter from Robin Jackson, Letters App. at 060. "I know very few people who have the intelligence, integrity and honesty as Kirk. In every circumstance that I have seen, he has "done the right thing" when faced with an ethical question. I would trust him in any business matter . . . .". Letter from Peter Tolnai, Letters App. at 063. "Kirk Shelton is one of the most honest and ethical people I know[.] * * * I have always kidded him about his being the biggest `Boy Scout' I know--he ALWAYS does the right thing, even when he has had numerous opportunities to do otherwise." Letter from Patrick G. Healy, Letters App. at 068. 3

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Kirk Shelton is "bone good", meaning that he is "good and decent and kind down to the bone." Letter from Sheila M. Phelan, Letters App. at 070. Kirk Shelton "is a great dad, husband, member of our community but most of all, to me, Kirk Shelton is my friend. He is filled with love and integrity and is a great role model for my children." Letter from Lisa Ross-Benjamin, Letters App. at 078. "Kirk often impressed me with his true sense of right and wrong. * * * Kirk often when talking to his sons would speak of the right way and the wrong way to do things. He never wanted to see the boys take shortcuts and do shoddy work." Letter from Paula Noll, Letters App. at 084. "Kirk Shelton is a good person, a decent person. Through the years, I have watched with admiration his great and loving devotion to his wife and children. I have heard him speak numerous times about business ... [H]e always spoke of his duties to the company and stockholders in a manner that connoted a high moral ground and sense of ethics." Letter from Manual and Peg Perez, Letters App. at 088. "This man, Kirk Shelton, is a staff and a light for me and my family. I value his ideals, his honesty and his friendship. I consider him to be one of the finest people I have met in my lifetime." Letter from Martina H. DeMott, Letters App. at 090. "Although I don't understand what happened at Cendant/CUC, I don't believe that Kirk would have ever knowingly or deliberately broken the law. His sense of values, and his inherent honesty and integrity, would not have permitted it." Letter from Clifford L. Wald, Letters App. at 092. "Of the diversity of the people who I have met, I view Kirk as someone who stands above so many others in respect to the ethical values that guide him. Mr. Shelton is a friend who has my affection because my experiences with him have defined him as a genuine, kind and considerate person. ... He is a colleague who is respected for his intelligence, fair dealing and good values." Letter from Morris B. Sachs, III, Letters App. at 094. "[Kirk and I] have debated the right/wrong issues of corporate governances and personal responsibility and I KNOW his view to be one of immense integrity." Letter from Kenneth L. Gestal, Letters App. at 096. "Kirk is not motivated by the greed of money." Letter from Tim Hanratty, Letters App. at 097. "Kirk Shelton has been the singular most important mentor in my business career." Letter from Craig Sherman, Letters App. at 112.

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"At CUC, "[t]here was a genuine sensitivity for doing the "right thing" whether it was for the employees, our customers, or our company. From my position and vantage point, I was able to personally observe the high regard and respect with which Kirk was viewed by our employees. I credit Kirk's leadership for setting our standards....". Letter from L. Sue Trizila, Letters App. at 117. "I have always found him to be an extremely honest man who displayed integrity in everything he did. He strived to create a work environment that mirrored his philosophy of integrity, honesty, openness, frugalness and respect for the individual. ... My belief is that if Kirk did anything wrong in his role at CUC, it is because he did not know it was wrong. Kirk is not the type of person to lie, cheat, steal or to condone these actions in others." Letter from Richard J. Fernandes, Letters App. at 118; 120. "He always seemed to me to be a person of great integrity and honor, and I considered him a role model in many ways." Letter from Amy N. Lipton, Letters App. at 121A. "The crime for which Kirk has been convicted is totally out of character. ... Kirk is a person with integrity ... He was always honest and fair in dealing with our clients and business partners." Letter from Christopher K. McLeod, Letters App. at 121C. "...I have always known him to be a decent, hard working, honest person who emphasized ethical behavior. He managed the business not from a management textbook, but from his heart and soul." Letter from Michael Bodetti, Letters App. at 126. "I say with total conviction that Kirk Shelton's combination of integrity, character, intelligence, leadership, loyalty and honesty makes him the most trusted and respected person I have ever worked with.... The Kirk Shelton I know is not corrupt nor was he extravagant. He took his responsibilities as a corporate leader to heart....His life has been one of diligence, generosity, loyalty, principle, devotion to others and he remains a true role model to many." Letter from Kelly E. Green, Letters App. at 127; 129. "Kirk is one of the finest people I have ever known. The world is better because of him, and mine is much better. I owe him much of what I hold dear of my own life and especially my business moral compass." Letter from Andrew D. Carr, Letters App. at 133. "Many of the management skills, particularly those relating to personal counseling, motivation, and fair dealing that many of us responsible for the operations of the company so successfully employed, were based on Kirk's principles and ethos." Letter from William B. Avery, Letters App. at 148.

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"I came to admire Kirk Shelton not only for his maturity and his competence, but for his integrity and character. ... Never, not once, was I, nor were my employees, subjected to any kind of inappropriate pressures by Mr. Shelton or his colleagues. To the contrary, we were urged to put realistic numbers in our budget, to live with the results whether good or bad, and in all cases to run the company in a straightforward manner, always acting in the best interest of our shareholders. So unambiguous was his manner of operating that I find it incomprehensible that he ever acted otherwise in his business life." Letter from William B. King, Letters App. at 149. "Kirk is smart, hard working, and would never make an unethical decision." Letter from Robert LoCascio, Letters App. at 161. "While I have met many accomplished individuals in my career, Kirk stands out as the single most humble person I've met. He preaches and practices fairness in everything I've seen him do." Letter from Victor Cheng, Letters App. at 163. "His kindness and generosity have touched so many people, and he has reached out selflessly time and time again. He is a man that should be held up as a model of decency and, despite the outcome of the trial, he is a man who should be trusted, respected and valued for all of his good deeds." Letter from William M. Aron, Letters App. at 179. "Kirk is a man of true integrity, the highest of moral standards, uncompromising principles, and a fierce loyalty to family and friends." Letter from Anne B. Pugliese, Letters App. at 192. "...I have always known Kirk to be a man of decency, honesty and integrity ­ a private perspective that my wife and I mutually share which now appears to be perfectly incongruous with his public persona and the conclusions of the jury of his peers." Letter from Daniel and Heidi Schley, Letters App. at 195. This case is atypical in many ways. It is atypical because Kirk Shelton did not directly

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benefit from the results of illegal activity -- he sold no stock and placed himself in the exact same position as the victims by accumulating stock. In fact, he lost over $30 million as a result of this case. Additionally, this is not a typical fraud case in which a defendant looted his company, made exorbitant purchases with company funds, or used debt financed by the company to enrich himself. None of this occurred here. On the contrary, Kirk Shelton was considered the "Boy Scout" of the company who operated in a frugal, unpretentious manner and set a daily example for his employees. Finally, this is an atypical case because the company has continued to prosper. 6

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Just twelve days after the fraud had been disclosed in April 1998, the stock rebounded to $24 ­ the same price where it had been the summer prior to the merger discussions. This is also a case in which significant punishment already has occurred. Over the past seven years, Kirk Shelton has lost his career at the company he had virtually built from the bottom up. He has gone from a senior executive at a Fortune 500 company to a person unable to work in a public company. He has watched his wife and children suffer knowing he may face separation from them. Unquestionably, real punishment already has been exacted. This Court must impose a sentence that, while respecting the jury's verdict, reflects balance and reasonableness. A fundamental principle of sentencing is that a court "shall impose a sentence sufficient, but not greater than necessary" to meet specified sentencing goals, including the goal of "just punishment." See 18 U.S.C. § 3553(a). The Court is faced with a defendant who has lived an exemplary life, who has raised a family with the highest of values, who contributed time and money to community efforts for over two decades and who tried to impose a moral and ethical code in his professional career. Based upon a complete review of Mr. Shelton's extraordinary background, history and character as fully detailed below, as well as consideration of the other sentencing factors listed in 18 U.S.C. § 3553(a), a sufficient and just sentence in this case is a sentence of probation with extensive community service.

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II.

Factors To Be Considered In Imposing A "Reasonable" And "Individualized" Sentence Pursuant To 18 U.S.C. § 3553(a) Title 18, United States Code § 3553(a) provides the framework within which a sentencing

judge must determine the appropriate sentence for a defendant: Factors to be considered in imposing sentence. The Court shall impose a sentence sufficient, but not greater than necessary, to comply with the purposes set forth in paragraph (2) of this subsection. The court, in determining the particular sentence to be imposed, shall consider: (1) the nature and circumstances of the offense and the history and characteristics of the defendant; (2) the need for the sentence imposed ­ A. to reflect the seriousness of the offense, to promote respect for the law, and to provide just punishment for the offense; B. to afford adequate deterrence to criminal conduct; C. to protect the public from further crimes of the defendant; and D. to provide the defendant with needed education or vocation training, medical care, or other correctional treatment in the most effective manner; (3) the kinds of sentence available; (4) the kinds of sentence and the sentencing range established for-- A. the applicable category of offense committed by the applicable category of defendant as set forth in the Guidelines ... (5) any pertinent policy statement-- A. issued by the Sentencing Commission . . .

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(6) the need to avoid unwarranted sentence disparities among defendants with similar records who have been found guilty of similar conduct; and (7) the need to provide restitution to any victims of the offense. Under the traditional Guidelines system, the sentencing court was obligated to: impose a sentence of the kind, and within the range, referred to in subsection (a)(4) unless the court finds that there exists an aggravating or mitigating circumstance of a kind, or to a degree, not adequately taken into consideration by the Sentencing Commission in formulating the Guidelines that should result in a sentence different from that described. 18 U.S.C. § 3553(b)1. Earlier this year, the Supreme Court ruled that the Guidelines' mandatory nature was unconstitutional. See United States v. Booker, ___ U.S. ___, 125 S. Ct. 738 (2005). The Court excised § 3553(b) from the Guidelines' statutory scheme, holding that the Guidelines' binding authority violated a defendant's Sixth Amendment right to trial by jury. The Court held, however, that a sentencing court was still required to consider the guideline range, but it also must consider the other factors enumerated under § 3553(a) when imposing a sentence. While the federal sentencing statute "requires a sentencing court to consider Guidelines ranges, ... it permits the court to tailor the sentence in light of other statutory concerns as well...." Booker, 125 S. Ct. at 757. Thus, a sentencing court must now undertake a more refined and particularized analysis: Sentencing will be harder now than it was a few months ago. District courts cannot just add up figures and pick a number within a narrow range. Rather, they must consider all of the applicable factors, listen carefully to defense and government counsel, and sentence the person before them as an individual. Booker is not an invitation to do business as usual.
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All references hereafter to the United States Code refer to Title 18.

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United States v. Ranum, 353 F. Supp. 2d 984, 987 (E.D. Wis. 2005). Following Booker, the Second Circuit confirmed that the applicable Guidelines sentence was only one of seven factors that a sentencing court must now consider. See United States v. Crosby, 397 F.3d 103 (2d Cir. 2005). As the Second Circuit has explained: [S]entencing judges remain under a duty with respect to the Guidelines ­ not the previously imposed duty to apply the Guidelines, but the continuing duty to `consider' them, along with the other factors listed in section 3553 (a). We have every confidence that the judges in this Circuit will do so, and that the resulting sentences will continue to substantially reduce unwarranted disparities while now achieving somewhat more individualized justice. In short, there need be no `fear of judging.' Crosby, 397 F.3d at 111-12 (emphasis added); see also United States v. Canova, ___ F.3d ___, 2005 WL 1444147 *14 (2d Cir. June 21, 2005) (prior to Booker, sentencing courts "understandably gave predominant, indeed controlling, weight to two factors in § 3553(a): the sentencing range established by the federal Sentencing Guidelines ... and the pertinent policy statements of the Sentencing Commission;" now a court must comply with its statutory obligation to consider all of the factors in § 3553(a)). Thus, while a sentencing court must consider the applicable Guidelines sentence, there is no presumption that that sentence satisfies all the objectives of § 3553(a). In fact, neither § 3553(a) nor the majority opinions in Booker suggests that the sentencing court should give the Guidelines any priority over the other factors listed in § 3553(a). The Guideline calculations are to be treated "as just one of a number of sentencing factors." United States v. Ranum, 353 F. Supp. 2d 984, 985 (E.D. Wis. 2005). Indeed, giving the Guidelines any sort of presumptive correctness or weighted consideration would in effect resurrect them to the level of de facto mandatory, which obviously runs afoul of Booker. See United States v. West, 2005 WL 180930,

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at *2, 3 (S.D.N.Y. Jan. 27, 2005); Simon v. United States, Docket No. CR-90-216 (CPS), p. 9 (E.D.N.Y. March 17, 2005) (attached hereto as Exhibit A) (Senior Judge Sifton found that "Guidelines are advisory and entitled to the same weight accorded to each other factor that the Court is instructed to consider by § 3553(a)".). In Crosby, the Second Circuit summarized the issues that must be considered by a sentencing judge after Booker: First, the Guidelines are no longer mandatory. Second, the sentencing judge must consider the Guidelines and all of the other factors listed in section 3553(a). Third, consideration of the Guidelines will normally require determination of the applicable Guidelines range, or at least identification of the arguably applicable ranges, and consideration of applicable policy statements. Fourth, the sentencing judge should decide, after considering the Guidelines and all the other factors set forth in section 3553(a), whether (i) to impose the sentence that would have been imposed under the Guidelines, i.e., a sentence within the applicable Guidelines range or within permissible departure authority, or (ii) to impose a non-Guidelines sentence. Fifth, the sentencing judge is entitled to find all the facts appropriate for determining either a Guidelines sentence or a non-Guidelines sentence. Crosby, 397 F.3d at 113. Most importantly, because the Guidelines are not binding, "courts need not justify a sentence outside of them by citing factors that take the case outside the `heartland.' Rather, courts are free to disagree, in individual cases and in the exercise of discretion, with the actual range proposed by the guidelines, so long as the ultimate sentence is reasonable and carefully supported by the reasons tied to the § 3553(a) factors." Ranum, at 987. Similarly, the limitations established by the Sentencing Commission with respect to downward departures under a Guidelines' analysis have no bearing upon the facts that a court can take into account when considering the other § 3553(a) factors. It would be entirely appropriate, for example, for a sentencing court to consider, pursuant to § 3553(a)(1), a defendant's life of charitable work, or his commitment to his family, even if such factors are discouraged grounds for departure within the traditional Guidelines' analysis. Indeed, as one court has observed: 11

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The Guidelines' prohibition of considering these factors cannot be squared with the § 3553(a)(1) requirement that the court evaluate the `history and characteristics' of the defendant. . . . Thus, in cases in which a defendant's history and character are positive, consideration of all of the § 3553(a) factors might call for a sentence outside the Guideline range. Ranum, 353 F. Supp. 2d at 986; see also United States v. Emmenegger, 329 F. Supp. 2d 416, 428 (S.D.N.Y. 2004) (noting that the Guidelines "err in giving virtually no weight to the `history and characteristics of the defendant,' which Congress instructs the sentencing courts to consider equally with `the nature and circumstances of the offense.' 18 U.S.C. § 3553(a)(1)" and finding defendant's age to be a relevant factor in assessing likelihood of recidivism). In this case, the Probation Office has calculated the Total Offense Level under the Guidelines to be Level 34 with an imprisonment range of 151 to 188 months.2 See Presentence Report ("PSR") PSR, ¶ 150. None of the other § 3553(a) factors justify a sentence that would remove Kirk Shelton from society for in excess of twelve years. Instead, such a sentence would undermine the principal goal of sentencing that a defendant should receive "just punishment" and ignore Mr. Shelton's unblemished life history and his extraordinary accomplishments and contributions to society. For the reasons articulated below, a non-Guidelines sentence that does not include incarceration would be reasonable in this case and satisfy Judge Newman's recognition of imposing "individualized justice," Crosby, 397 F.3d at 114, as well the statutory mandate that "a sentence be sufficient, but not greater than necessary" to comply with the purposes of sentencing.

The Probation Office incorrectly calculated Mr. Shelton's Total Offense Level in the Presentence Report. The PSR calculation included unwarranted enhancements for a Leadership Role in the Offense and Obstruction of Justice while disregarding mitigating evidence presented at trial as to Mr. Shelton's minimal role based upon the testimony of the Government's own witnesses. See infra, Section V.B at 69-71.

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III. The History And Character Of E. Kirk Shelton A. Mr. Shelton's Parents And Upbringing Mr. Shelton's father, Edward Shelton, lost his own father at the age of fifteen during the height of the Great Depression. He was nonetheless able to overcome the challenges created by growing up fatherless during a time of economic crisis by attending the United States Naval Academy in Annapolis, Maryland in the 1930s. Edward Shelton always credited the Naval Academy with providing him with an enduring commitment to discipline and hard work, sharpening his sense of right and wrong and, perhaps most importantly, emphasizing the importance of always being honest and telling the truth. These values--which he would eventually pass on to his children--guided virtually every aspect of his life. Edward Shelton was forced to leave the Academy during his senior year due to poor eyesight. He received his undergraduate degree from the University of Washington, and his master's degree from California Institute of Technology. He then taught at both Syracuse University and the Naval Academy. For the majority of his professional career, he was an electrical engineer for Brookhaven National Laboratory in Upton, New York. Mr. Shelton's mother, Edna Weiss Shelton, was the daughter of Hungarian immigrants. Edna Shelton's parents initially prospered after coming to America but then lost all their assets during the Depression. She nonetheless found a way to attend and graduate from Hunter College. She eventually received a master's degree in mathematics from Syracuse University and she taught high school math for the majority of her professional career. Edward and Edna Shelton were married in the Naval Academy's chapel in 1947. Kirk Shelton was born in Port Jefferson, New York in 1955. His sister, now Vicki de Angeli, was born in 1957. The Shelton family lived in Setauket, New York.

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Kirk Shelton described his father "as the most important person in his life" who was "extremely moral and well-respected." See ¶ 121, Presentence Report ("PSR"). Similarly, he described his mother "as a very intelligent woman" who "viewed and treated everyone as equals." Id. Imbued with depression era values, "Kirk's parents were living examples of how to act in the world: they were honorable, law-abiding, and disciplined their kids ... appropriately." Letter from Richard A. Ratner, M.D., P.A., Letters App. at 027. Edward and Edna Shelton worked hard and lived frugally, emphasizing quality over quantity. "Time and again they showed, by example, that in the long run, it was wiser to defer gratification and work hard to attain something of quality, and then to take good care of it for as long as possible." Letter from Tim Werner, Letters App. at 037; see also Letter from Mary Pollock, Letters App. at 044 (Growing up, their parents taught them "the value of the dollar and a good day's work;" They "did not talk about material things that money would buy but rather the value of things."). As noted by Mr. Shelton's sister, their parents "always treated everyone with dignity" and emphasized "the importance of honesty . . . .". Letter from Vicki de Angeli, Letters App. at 007. Mr. Shelton's father used every opportunity to instill these values upon his children, as evidenced by the following example: I can remember our family sitting in a restaurant and our father would always check the bill over to make sure it was correct. On one particular evening we were waiting and waiting for our server to return, and being rather impatient, I asked my father what were we waiting for. He said that the waiter had made an error of $1 on our bill: he had undercharged us, and my father wanted to make sure to pay all that he owed. This is the man that set the example for us on the right way to behave. Letter from Vicki de Angeli, Letters App. at 007; see also Letter from Joseph W. Prokop, Letters App. at 043 ("Kirk's character and family values were instilled in him by his parents...."). Edward Shelton taught his children that anything that might even appear to be improper was never to be tolerated. His sister wrote: 14

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In the early 1970's the minimum wage was $1.60, and I remember Kirk asking my father if he could apply for a summer job at Brookhaven National Laboratory where the minimum wage was $5 per hour. My father would not let Kirk apply because he felt that if someone within my father's department were to hire Kirk, it would look as if our father was involved in getting Kirk the job, even though he would not be involved in the hiring at all. Kirk saw that not only do you do the right thing, but if something could possibly be seen as improper, you simply didn't do it. Letter from Vicki de Angeli, Letters App. at 007. Edward Shelton died as a result of a fall in 1986. Edna Weiss Shelton died in 1999, the day that Kirk Shelton first voluntarily met with prosecutors from the United States Attorney's Office in Newark, New Jersey. Mr. Shelton's sister recalled the sadness of that particular day in her letter as follows: On January 7th, 1999, our mother lay dying in the hospital, and I kept telling her to hang on, that Kirk would get there soon. He was in Newark meeting with the prosecutors in this case, and in fact arrived at the hospital 2 hours after she slipped into a coma. I told Kirk to say his goodbyes anyway, and that I was sure she could hear him ­ Kirk meant the world to her, and I just know she heard his last words. I am just sorry that Kirk was not able to hear our mother's last words to him. Id. at 009. Mr. Shelton looked upon his parents as ideals of character and integrity and has tried to model his own life after them. B. Mr. Shelton's High School, College And Graduate School Years

"Kirk ... grew up in [a] middle class suburban home on Long Island in which education, hard work, and individual responsibility were emphasized on a daily basis." Letter from Tim Werner, Letters App. at 036. Mr. Shelton always displayed an exceptional selflessness and depth of thought of a person far beyond his years. An anecdote from his sister, Vicki de Angeli, illustrates this point: Whenever our parents took us out for dinner, I always ordered steak and he always ordered chicken. After several years I finally asked him why he didn't order steak like I did, because I knew he liked it as he ate it at home. His answer was that steak was usually the most expensive thing on the menu, and chicken 15

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was usually the cheapest, so he would order chicken. When I further asked what difference did that make, as it wasn't our money ­ that Mom and Dad were paying and they didn't seem to care, he replied that, "I care. Just because Mom and Dad have never told you not to order steak, doesn't mean that you shouldn't care." Letter from Vicki de Angeli, Letters App. at 007. For Kirk Shelton, helping others was an innate instinct, as shown in the following example: One memory I have that demonstrated Kirk's innate generosity was related to a one-hundred mile trek through the White Mountains that Kirk, myself, and another friend undertook at age fifteen. On the first night out we met up with a small group of "city slicker" teens a few years older than us who had planned poorly and were almost out of food. Even though we had to make our own cache of food last another two weeks under uncertain conditions, Kirk was the first to insist that we share what we could with these hungry strangers. Letter from Tim Werner, Letters App. at 037; see also Letter from Joseph W. Prokop, Letters App. at 042 (Kirk "often used his time to tutor or help other students, including on many occasions assisting me."). Mr. Shelton attended local public schools in the Three Village School District Setauket. He not only excelled in school, but he further developed his strong work ethic during his high school years when he worked on a pig farm and painted houses. See PSR, ¶ 122; Letter from Tim Werner, Letters App. at 038 ("One of the many jobs that Kirk had in high school was working on a local pig farm. It wasn't the most glamorous position he's ever held, but it paid for the ... insurance and gas bills."). His strong sense of ethics and integrity is shown by the following anecdote: During our painting career, there were many opportunities to cut corners at the expense of a client, and most of us were inclined to do so on various occasions, especially after having worked for ten or twelve hours in the hot sun, but Kirk wouldn't hear of it. I'm not sure how he convinced us to do the right thing, but after a while, we just figured it was easier to do it right the first time. In the long run, this served our reputation well, and we were even more successful as a result. Kirk was always looking at the big picture, and doing the right thing regardless of the consequences was, and is, a key characteristic of his personality. 16

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Letter from Tim Werner, Letters App. at 038-039; see also Letter from Bob Bauerle, Letters App. at 047 ("Kirk would insist that every part of the job be done correctly, no short cuts. We would argue that the customer wouldn't know if we used primer on the third story soffits. Kirk would answer that he would know and we should do the work we agreed to do. His integrity was unshakeable even in the face of peer pressure."); Letter from Jack Skydel, Letters App. at 034 ("Kirk [and I] were perhaps too honest for our own good. All our jobs were on referrals, we passed on the discounts on materials we received from buying in bulk and lived up to all our estimates including those we underestimated . . . ."). Bob Bauerle recounted that the young Kirk Shelton was even committed to being an honest consumer: The winter of our senior year of High School, Kirk, another high school buddy and I took a road trip up to New Hampshire to go skiing. We were driving in Kirk's big 1962 Oldsmobile, as I recall. Were caught in an ice storm and forced to stay in a roadside motel. We had 4 sets of skis on the rooftop carrier. When we registered at the motel we registered three people. The desk clerk, seeing we had brought along an extra pair of skis and there were only the three of us. Once we were settled in the room I remember discussing the possibility of putting our third and fourth pairs of skis in the trunk next time and registering for two in the next motel. Kirk wouldn't hear of any such thing. He lectured me on the need for a business to charge a fair price and play by the rules of the market. He further explained the expectation that we as customers would also treat the businessman in a fair and honest fashion. To this day I try to teach my employees and children, this same lesson. I must give Kirk the credit for teaching it to me at such a young age. Letter from Bob Bauerle, Letters App. at 046. Kirk Shelton was "outstanding academically and musically, and socially he was great fun and a very normal kid." Letter from Jonathan W. Storck, Letters App. at 049. "While he was talented in sports and gifted in both music and the academic arena, he also worked harder than any of us. With his natural abilities Kirk could have coasted through life with ease, but never once did we see any evidence of this in any aspect of his life....". Letter from Tim Werner, Letters App. at 037. Mr. Shelton was an accomplished musician, playing piano as well as brass 17

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instruments, and he was a member of the jazz band in high school. See Letter from Joseph W. Prokop, Letters App. at 042 (He frequently used his musical talents as a way to benefit the community, such as at Church dinners and dances and school events). Mr. Shelton graduated from Ward Melville High School in 1972 where he was class valedictorian with a 4.0 grade point average. After high school, Kirk Shelton attended Yale University on a partial academic scholarship that he earned through Brookhaven Laboratory. He had numerous jobs during the academic year, which included working in the student laundry and the typing pool, serving as a teaching assistant, playing in a jazz group. During the summer breaks, he continued to paint houses. When Kirk and his friend, Bruce A. Pollack, took over the management of the college hamburger stand, his commitment to ethics, honest and integrity were again evident: [The college hamburger stand] had been in business for more than ten years and never earned a profit. Thus at the beginning of the school year, the Master had no difficulty agreeing to our proposal that we split the profits with the College. At year end when we presented the Master with a check for $600, it was an extremely proud moment for us. Clearly the Master had no expectation, based on past performance, of receiving a profit sharing distribution, but it never would have occurred to us to keep the money. Letter from Bruce A. Pollack, Letters App. at 059. Kirk Shelton graduated from Yale, summa cum laude, in 1976 in three and one-half years. During his senior year, he met the woman who would later become his wife, Amy Schultz, and to whom he has been married since 1984. After graduating from Yale, Mr. Shelton enrolled at Harvard Business School, where he earned an M.B.A. degree, also with honors in 1978.

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C.

Mr. Shelton's Strong Commitment To His Wife And Children

Kirk Shelton and his wife, Amy, have been married for twenty-one years and are the proud parents of two boys, Scott, age 17, and Kip, age 15. Both boys attend the King and LowHeywood Thomas School in Stamford. This fall, Kip will be entering his sophomore year and Scott will be in his senior year. A single excerpt cannot adequately articulate the type of husband and father Kirk Shelton has been these many years. However, the following observations made by his wife are particularly insightful: To say that Kirk has been a devoted husband and father would be an understatement. From the time our children were born, he has never missed any meaningful event in their lives, from school conferences, plays and music recitals, to sporting events and graduations. He has always put the children before work, yet somehow managed to accomplish both. His strong bond with our sons, Scott and Kip, has been wonderful to see. They have come to rely on him as the "voice of reason," as an object of love and admiration. His sharing of knowledge, musical expertise and life experiences have given our children a better, more secure future than they could have gotten anywhere else. Kirk has embraced his role as a father and husband to a degree a wife can only hope for. With Kirk, I got more than I hoped for. Together we have developed a family value system based on positive experiences from our own upbringings. On Sunday nights, we would host weekly "family meetings" where we would teach the kids various life lessons, and help build their value system. It is a value system centered on love, honesty, productivity and open communication. And, although rocked by the events surrounding Kirk's indictment and conviction, we have both continued to instill these values in our boys. Letter from Amy Shelton, Letters App. at 002; see also Letter from Cristina Antunes, Letters App. at 064 (Ms. Antunes, who has worked for the Sheltons for the last few years, noted that she has "seen a chart that Kirk printed out to his kids, of the Shelton Family Values, where he

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says to his kids to be honest and always tell the truth, no matter what the consequences are. To me, this is a man with integrity.").3 Many friends also commented on Mr. Shelton's dedication to his wife and children. For example, Carl R. Kuehner, III, made the following observations in his letter: ... I think Kirk's greatest accomplishment and most passionate commitment is to his wife, Amy and their two sons, Scott and Kip. Kirk is a straight arrow and is an exemplary husband and father. I know of very few marriages that work these days, that are still passionately bound by the vows they took so many years ago. It is because of Kirk and Amy's unbreakable bond, that they have created a true home for their children, a place of strength and solace, love and support; that is the foundation that Kirk has laid and the legacy that he will leave for his children to go forward in the world and be the best they can and build their lives and live them with an unwavering sense of what is right and good and true. See Letter from Carl R. Kuehner, III, Letters App. at 185. Similarly, as noted by Mr. Shelton's childhood friend, Joseph W. Prokop, "I have long admired Kirk as the most devoted family person that I have known, which I believe is the best indication of his excellent character and moral values. Kirk has remained a devoted and supporting friend and husband to his wife Amy from the day that he met her in early 1970's. Kirk is a dedicated father and as a father and
3

Kirk Shelton drafted a memorandum around 1997 that has been used as a tool to reinforce to his children the values that he and his wife deem critical to leading an honest and decent life. This document was on his laptop that was turned over to the government. The Shelton Family Values Memorandum provides: The Shelton Family Important Things to Remember 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Do the jobs that you are responsible for. Always tell the truth. Try your hardest in everything you do. Share with others. Be good to your family. Treat others with respect. Take care of your things and anything you borrow. Treat others the way you want to be treated. Take good care of yourself-eat healthy, exercise and get plenty of sleep. Never take things that don't belong to you.

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husband is an example to all other men." Letter from Joseph W. Prokop, Esq., Letters App. at 043.4 Mr. Shelton's involvement in all aspects of his children's lives also is well-documented. Sheila M. Phelan, a close family friend whose son (Kevin) is best friends with Mr. Shelton's oldest son (Scott), has been impressed with Mr. Shelton's relationship with his children from the time she met him. She wrote: Kirk is a completely devoted father. He loves his boys beyond all measure and has a huge influence on their lives. And I don't just mean the big picture. Kirk probably knows more about what's for homework than the kids do, or at least Scott. Ever since I have known the family, Kirk has been just as likely as Amy to check in with me on what the plans were and let me know what he was comfortable with in terms of rules and curfews. I know Scott well, and I know how connected he is to his Dad. I love that kid and feel he is as much a part of my family as Kevin is of the Shelton's. I know for a fact that Scott, now seventeen, shares almost everything with his dad. I came across a communication between my son and Scott in which Scott refers to conversations with his Dad that I wish I could have with my son. Teenage boys tend to shut down, but Kirk has engendered a relationship with Scott in which he feels safe to be as open as possible. In this world, that can be a life saver for teens. Letter from Sheila M. Phelan, Letters App. at 071; see also Letter from Christine de Angeli, Letters App. at 014 ("I have spent many an evening in his house when he was helping his sons, Scott and Kip, with homework. His patient, caring attitude is truly unique in this society where everyone seems to be out for themselves. Having grown up in suburban Washington, I saw what other fathers were like, and there were none so devoted and giving of themselves as Kirk.").5

See also Letter from Kenneth L. Gestal, Letters App. 095 ("I have watched the Shelton's two boys grow up to be healthy, grounded, well rounded young men. The kids' participation in school, sports and community activities is evidence of their SOLID upbringing. Kirk is not only a terrific father and role model for his children, but the obvious caring relationship with Amy is at the core of their value system."). See Letter from Laurie Doering, Letters App. at 075 ("Kirk has always been present at school functions to watch his children sing, perform, "move-up" at the close of each school year and support
5

4

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Kirk Shelton has successfully instilled his parents' Depression-Era values to his own children, which is evidenced by Scott Shelton's letter to the Court. He wrote: My father never spoke of money, unless he was giving me what I call the "light bulb speech", something I've heard more times than I can count. The basic content of the "light bulb speech" is a testament to the importance of turning off lights when leaving the house, or a room so as not to waste money and electricity. This "light bulb speech" is not unique to simply light bulbs however. The "light bulb speech" is an all encompassing speech that also preaches the importance of turning off televisions, wearing clothes as much as possible before washing them, and taking short showers. Often times I wonder how much money and energy would be saved if everyone on the planet were given the "light bulb speech", and frequently find myself giving it to friends. Letter from Scott Shelton, Letters App. at 005.6 Numerous family friends also confirmed that Mr. Shelton has strived to not spoil his children with material items and to make sure they understand hard work and personal responsibility. Christopher J. Garcia observed the following: Living in Fairfield County can distort children's views of the world and life becomes a virtual entitlement. Not Kirk's family, however. They are the most down to earth, wellgrounded family we know in this area. Even in the worst of times, which they have experienced for the last 7 years, they have never changed. Despite the enormous success Kirk has achieved in his career and the sizeable financial gains that come with the
them in academic and extracurricular events."); Letter from Lisa Ross-Benjamin, Letters App. at 077 ("Kirk has always been and remains a dedicated parent, attending virtually all functions at the school. Not only is he there for his own children, but also Kirk is, a very well known Dad around campus, cheering on other kids as well."); Letter from Paula Noll, Letters App. at 083 ("His concern for his boys stood out to me, because I often wondered how he could possible find the time to worry about such things, when he had so many other business concerns that seemed to be part of his life. ... Getting to their school activities and supporting them in whatever they were involved in, was his life. Kirk was the handson type of father who was totally involved in the boy's day-to-day lives."); Letter from Ken Keith, Letters App. at 123 (For ten years, Mr. Shelton flew to California for business; "Kirk took a flight from NY to arrive in California by 9 am and would leave in the evening to catch an overnight flight back. After doing this for many months, I asked him why use this grueling schedule. He responded that it allowed him to spend less time away from his kids."); Letter from Anne S. Karfopoulos, Letters App. at 155 ("Based on my observations, as the boys grew up, Kirk spent all of his free time with them, despite his extremely hectic business schedule."); Letter from Martina H. Demott, Letters App. at 090 ("Kirk with his boys is inspirational."); Letter from Kevin C. Clark, Letters App. at 181 ("Kirk is an actively engaged parent, a leader within the school community for ten years, is a champion for education and teaching our youth about ethics and family values."). 6 Scott also credited his father with instilling in him the principle of helping others. He stated that "[f]rom the time when I was little and would tell my father about things that happened in school, how some girl was picked on, or someone was having a hard time, he always encouraged me to stand up for people, and to help people." Letter from Scott Shelton, Letters App. at 004.

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territory, you would never know that from his family. Warm, generous, and caring are the words that come to mind most when referring to Kirk's family, but they are most descriptive of Kirk who sets that example every day. Letter from Christopher J. Garcia, Letters App. at 190. Mr. Shelton's brother-in-law, Gene Szczecina, made similar observations: Kirk is also a great father of two very gifted children (I know, we are still biased). Most children who grow up with a parent who can provide them with just about anything and everything grow up to be very spoiled children. This is not the case with Scott and Kip. Kirk made sure from the very beginning that his children were not spoiled. If they had a special toy, and they lost it, Kirk did not run out and buy them another. Instead, he made them suffer the loss of that toy in an attempt to teach them responsibility. Kirk's involvement with his children continues to this day. He is very involved in their studies, and he helps both boys out with their homework almost on a daily basis. We can tell you from personal experience that Amy and Kirk have done a wonderful job raising two very well behaved children. Letter from Gene Szczecina, Letters App. at 018; see also Letter from Catherine M. Petrello, Letters App. at 055B ("[Kirk and Amy] instilled values and principled behavior in their children through good parenting and by example. Living in an affluent town it would have been easier for them to give their children whatever they desired ­ but did not. Scott and Kip are "good kids" who are respectful."); Letter from Kevin Phelan, Letters App. at 072A ("Scott and Kip aren't spoiled Fairfield County children who get whatever they want, when they want it. Mr. Shelton has been firm in having them earn things and has never spoiled them with presents."). Finally, F. Scott Conant provided the following insights into the Shelton household from his viewpoint as a teacher: Scott and Kip Shelton are among the finest young citizens that I have had the pleasure of instructing. Their innate decency and kindness, in combination with good humor, are a reflection of the Shelton home. These young men are intellectually curious and socially aware. They respect themselves and others, and have not taken their many talents for granted. Kirk has been a guiding light in their lives. He set the bar high yet created an atmosphere where hard work is balanced with meaningful (and memorable) family time.

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Letter from F. Scott Conant, Letters App. at 106. In light of Mr. Shelton's significant involvement in every aspect of his children's lives, it is understandable that so many people have expressed concern about the impact a sentence of incarceration would have on the Shelton children. Clifford L. Wald, a long-time family friend whose sons are friends with the Shelton boys, stated the following: I know the Shelton children very well and I am deeply concerned for their welfare during Kirk's incarceration. I can already see signs of depression in Scott and anxiety in Kip. I have heard and read descriptions of how other children in these situations have suffered. Although I, and others, will certainly do our best to help these children there is no replacement for ones father, especially one like Kirk. The collateral damage to these children could be great and tragic. Letter from Clifford L. Wald, Letters App. at 092. See also Letter from GerriAnne and Brian Mason, Letters App. at 016 ("These are important years for the boys to have their father."); Letter from Richard A. Ratner, MD, Letters App. at 029 ("Kirk's kids are enduring a very difficult time in their lives with the current turmoil superimposed upon a critical developmental stage as they prepare for adulthood. It is a bad time to be without a father."); Letter from Adrienne Wald, Letters App. at 086 ("His 2 teenage sons are at vulnerable ages. They are at a point in their lives where they need the guidance of both parents. I fear that nothing good comes out of taking a father away from his duties as a loving father, especially during the crucial teenage years. Over the long term surely you must know what this does to a family. It would serve no purpose to society to take a solid family and pull them apart.").7 Scott Shelton provided the best articulation of the consequences of being separated from his father. He wrote:

The medical experts also agree that if Mr. Shelton were to be incarcerated, it would likely have a negative effect on the personality development of the Shelton children. See PSR, ¶ 131. See also Letter from Dr. David L. Lopez, MD, attached hereto as Exhibit B. Dr. Lopez, who has been treating Scott, indicated that his father's incarceration could create life long difficulties for Scott.

7

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I was 9 when this began. I am now 17 and will be graduating next spring. For as long as I can remember, my life has been dominated by this trial. I want you to remember one thing. I am a living, breathing, bleeding human being. I have a little brother and a mother who depend on this man. See Letter from Scott Shelton, Letters App. at 005. D. Mr. Shelton's Exemplary Employment History 1. Dur-O-Wal (1978-1981)

In 1978, after graduating from business school, Mr. Shelton had his pick of jobs. He turned down the opportunity to work at a large financial institution or investment bank ­ the type of career path that had lured many of his classmates. Instead, wanting to become involved in managing a business, Mr. Shelton joined Dur-O-Wal, a small manufacturing company that made steel products used to reinforce concrete or brick walls. Mr. Shelton learned much at Dur-O-Wal and from its owner Eugene M. Isenberg, and knew that he wanted to devote his career to operating a business. According to Isenberg, Mr. Shelton quickly set himself apart as being an individual of character who was thoroughly committed to honesty and integrity: I initially became acquainted with Kirk when I hired him to work for me following his graduation from business school at age 23. My involvement with Kirk as an employee for three years and my continual contact with him since that time have given me a strong and comprehensive basis for my personal judgments about his abilities and character. Kirk was more than capable, always professional and totally reliable. * * * Kirk was always straight-forward and honest and described in detail the advantages and disadvantages of a course of action. I valued Kirk's objectivity and judgment and trust him implicitly with important decisions, as I would today. He has always proven to be a man of the utmost professionalism and integrity. Letter from Eugene M. Isenberg, Letters App. at 107.

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In 1981, Isenberg sold Dur-O-Wal to another company. Mr. Shelton declined to move to Chicago to work with Dur-O-Wal's new owners. Instead, he answered a New York Times helpwanted advertisement for a company then called Comp-U-Card, which became known as CUC International ("CUC"). At the time CUC was a discount shopping service. The founder and Chief Executive Officer of CUC was Walter A. Forbes, who had the goal of building CUC into the first computer-based shopping system. 2. CUC (1981-1998)

When Mr. Shelton joined CUC, it had fewer than fifty employees. Stuart Bell, a young graduate of the Harvard Business School, was the Chief Financial Officer of the company. Christopher McLeod, who had previously worked with Mr. Shelton at Dur-O-Wal, joined the company shortly thereafter and, like Mr. Shelton, assumed significant management responsibilities at CUC. Mr. Shelton quickly rose to a leadership position within CUC by virtue of his hard work, intelligence, and dedication to honesty and integrity. In 1984, Mr. Shelton was placed in charge of marketing for the company. In 1988, Mr. Shelton and Mr. McLeod embarked on a decadelong arrangement in which they split management responsibility for CUC's various operating businesses. Among the divisions run by Mr. Shelton were BCI, FISI*Madison, and Entertainment Publications. Mr. McLeod assumed responsibility for CUC's flagship Comp-UCard division, among other businesses. In 1992, Mr. Shelton was formally appointed CUC's President and Chief Operating Officer; Mr. McLeod was appointed to the position of Executive Vice President. Both were made members of the Office of the President. Notwithstanding Mr. Shelton's more senior title as President and COO, he and McLeod continued to split the responsibility of supervising CUC's various divisions, and both reported directly to Walter

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Forbes. This arrangement lasted until December 1997, when CUC merged with HFS, Inc. When Mr. Shelton left the company in 1998, it had grown to approximately 34,000 employees. Neither Mr. Shelton nor Mr. McLeod, prior to 1995, had any responsibility for overseeing CUC's accounting department. From the time Mr. Shelton joined CUC through the end of 1994, the accounting function at CUC was within the purview of Stuart Bell. Unlike Shelton, Bell was a certified public accountant. By all accounts, Mr. Bell was a strong and effective CFO. Mr. Bell interacted with Wall Street analysts, he authorized the issuance of press releases announcing the company's financial results, and he oversaw the making of all required SEC filings. Mr. Bell, like Mr. McLeod and Mr. Shelton, was a member of the Office of the President beginning in 1988 and reported to Walter Forbes. · Serving as a mentor and treating co-workers with respect

Mr. Shelton's positive influences as a counselor, mentor and manager have had a profound impact on many, many people at CUC. He always treated his colleagues and staff with respect and dignity. A few examples are provided below: Craig Sherman (Letters App. at 110-111): Yet among all of those managers, Kirk Shelton has been the singular most important mentor in my business career. Let me explain how I came to know Kirk and how he has influenced me over the years. One year after joining CUC International, I asked to go down to one of our call centers and take the new-hire training class incognito, as if I had been hired off the street. I subsequently wrote an analysis of the training program that caught the attention of the president of my division, who forwarded it to Kirk. Kirk took me to lunch and asked to read `any important memo's' I wrote going forward. That started our relationship. Two years later, the company instituted a formal "mentor" program. As luck would have it (for all I know it was by design, though I never asked), Kirk became my mentor. Typically, these types of programs falter after a few months: the company's HR department launches it with great fanfare but then the enthusiasm wears off and the senior managers get too busy to give their `mentees' attention. In Kirk's and my case, that never happened. Kirk made the time to meet with me once every six weeks for the next 3 years. Even when I moved to Japan, we kept up by phone once every couple of months. 27

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Kirk was really committed to helping me. First, before our first meeting, Kirk interviewed my three previous bosses. Then, when we met, he gave the best candid critique of my strengths and weaknesses I have ever received ­ before or since. And, he gave me very specific recommendations on how to improve as a general manager. Throughout our years of this formal/informal relationship, I found Kirk to be one of the most caring, thoughtful and concerned counselors I have ever had. .... I remember many of the conversations very clearly because I thought of our time together as the most educative activity in my career (in fact, I often say that I got the equivalent of an MBA in those meetings). .... In all of the years of our mentor relationship, Kirk showed he truly cared about me. He treated me and others in the organization with great respect. I felt less like an employee and more like a partner and I think he engendered that feeling in most of us. John P. Tuohy (Letters App. 113-114): I worked under Kirk, typically 2 or 3 levels below him, for about 13 years until 1998, when Kirk left Cendant. But due to our smaller size and informal culture, particularly in the earlier years, I had ongoing contact and a personal relationship with him. Though almost 10 years my junior, I considered him (and still do) a mentor, friend, and rolemodel. He, more than anybody during our 13 business years together, personified in my mind the ideals and values of CUC ­ intelligence, decisiveness, humility, informality, humor, cohesiveness, teamwork, loyalty, fairness, and an aversion to corporate politics. ... Over the years, Kirk was very loyal to CUC "oldtimers" ­ people who had been there contributing back to the earlier days. As the company grew and opportunities and promotions opened up, particularly in the divisions and subsidiaries, Kirk saw to it that we had a shot at them. He then kept an eye on our progress and well-being, stepping in as he saw fit. In 1994, Kirk and (another principal) relocated me and my family to Miami (to give me opportunity to further career growth). I became essentially the #2 person for a subsidiary company CUC had acquired. For the first two years, everything