Alpha Medical, Inc., f.k.a. Alpha Medical Management, Inc. - Page 10

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             Medicare paid the client.  During the years 1986 through 1990,                                     

             Rogers attended all of petitioner's clients' Medicare preexit and                                  

             exit conferences and vigorously defended their positions.                                          

             Usually a second employee of petitioner attended the conferences                                   

             with Rogers.                                                                                       

             E.  Petitioner's Key Employees' Compensation                                                       

                   Petitioner awards bonuses to almost all of its employees,                                    

             both management and nonmanagement.  Bonuses are based upon                                         

             contributions to petitioner's overall profit and employee                                          

             performance.  For the years 1988, 1989, and 1990, petitioner paid                                  

             its key employees (other than Rogers) the following compensation                                   

             amounts:                                                                                           

                       1988                     1989                      1990                                  
             Employee   Salary  Bonus   Total    Salary  Bonus   Total     Salary  Bonus                        
             Total   Worley    $36,838 $32,500 $69,338  $36,838 $90,000 $126,838  $36,838                       
             $190,000 $226,838 Tankersly  10,417   2,500  12,917   50,000  57,500  107,500                      
             50,000  165,000  215,000                                                                           
             Walker     36,838  23,000  59,838   36,900  46,500   83,400   35,000   50,000                      
             85,000                                                                                             
             Frazier    35,006   7,500  42,506   35,000  22,500   57,500   35,000   32,500                      
             67,500                                                                                             
             Goodwin      ---     ---     ---    17,500  10,000   27,500   35,000   31,500                      
             66,500                                                                                             
             Stees        ---     ---     ---    12,250  10,000   22,250   42,000   20,000                      
             62,000                                                                                             

             In 1990, Rogers determined the amounts of the bonuses.                                             

             F.  Rogers' Compensation                                                                           

                   During the years 1986 through 1990, Rogers determined how                                    

             much petitioner paid him.  For those years, Rogers gave himself a                                  

             base salary, plus a bonus based on a percentage of petitioner's                                    

             pretax profit as follows:                                                                          








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