Herold Marketing Associates, Inc. - Page 12




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          for a maximum bonus of $400,000.  Petitioner paid Herold the                 
          maximum bonus at a time when it appeared this target was met.                
          Later that year, merchandise returns reduced 1989 sales to                   
          $13,265,000.  At that level of sales, Herold was entitled to a               
          1989 bonus of $300,000 rather than $400,000.  Herold never                   
          reimbursed petitioner for the $100,000 excess bonus he had                   
          received.  In 1991, petitioner's sales volume increase was less              
          than the maximum targeted amount.  Petitioner paid Herold a bonus            
          of just $100,000 rather than the $400,000 bonus he would have                
          received if sales had increased 80 percent or more.                          
          5.  Petitioner's Employees                                                   
               For 1989 through 1993, petitioners' five most highly                    
          compensated employees, their respective positions, their                     
          respective total bonuses for the year, and their respective total            
          compensation for the year were as follows:                                   
                                         1989                                          
          Total                                                                        
          Employee         Position              Bonus  Compensation                   
          Stephan Herold      President/CEO        $427,000    $637,000                
          Greg Harris         Vice president &                                         
          account executive    25,000     123,174                                      
          Greg Appelhoff      Account executive       5,000     103,409                
          Dana Frederickson   Account executive       2,500      83,042                
          Joe Berini          Account executive       1,000      69,835                
                                         1990                                          
          Total                                                                        
          Employee         Position              Bonus  Compensation                   
          Stephan Herold      President/CEO        $430,000    $797,500                
          Dana Frederickson   Account executive       3,000     144,769                
          Greg Harris         Vice president &                                         
          account executive     30,000     140,930                                     
          Greg Appelhoff      Account executive      - 0 -       99,077                
          Scott Munson        Account executive      - 0 -       67,313                

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