Beaver Bolt Inc. - Page 6

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            its fiduciary duties, corporate laws, and the Employee Retirement                           
            Income Security Act of 1974, Pub. L. 93-406, 88 Stat. 829.  The                             
            parties discussed the general terms for separating Grecco from                              
            petitioner at this meeting.  The board of directors rehired                                 
            Grecco retroactive to June 16, 1988, and she resigned from                                  
            petitioner effective July 1, 1988.  In exchange, the board of                               
            directors offered Grecco a preliminary settlement package and                               
            proposed to pay her about $125,000 for her stock and about                                  
            $300,000 for her agreement not to compete.  The board of                                    
            directors approved the payment of bonuses (and retirement                                   
            contributions based on 7.326 percent of the bonus) for 1988 to                              
            petitioner's employees:  $73,000 to Colbert, $74,000 to                                     
            Tiedemann, and $71,000 to Grecco.                                                           
            4.    Redemption of Grecco's Stock                                                          
                  On December 23, 1988, petitioner and Grecco signed a                                  
            redemption agreement.  Petitioner agreed to pay the Grecco Trust                            
            $130,000 to redeem the stock owned by the trust.  Petitioner                                
            also agreed to pay to Grecco or on her behalf a $71,000 bonus,                              
            severance pay of $45,000, a retirement plan contribution of                                 
            $30,000, and life and medical insurance premiums.  Petitioner                               
            also transferred to Grecco a life insurance policy on her life,                             
            a 1984 BMW, and an athletic club membership in consideration for                            
            her resignation as petitioner's president.  Grecco agreed not to                            







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