Theodore Souris, P.C., A Dissolved Corporation, and Theodore Souris, As Successor in Interest of Theodore Souris, P.C. - Page 8

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          when the excess pension funds reverted to the corporation, Mr.              
          Souris received the $171,476 reversion in his capacity as                   
          successor in interest of the corporation.  Under the terms of the           
          employment agreement between Mr. Souris and the P.C., the                   
          corporation, or Mr. Souris standing in its place as successor,              
          was required to pass that $171,476 to himself as the employee-              
          beneficiary.                                                                
               To understand the situation more fully, we must delve deeper           
          into the morass resulting from Mr. Souris' 1981 employment                  
          agreement with his wholly owned corporation, the P.C.  Pursuant             
          to that agreement the P.C.'s earnings from the law partnership              
          may be considered as separated in the P.C.'s hands into three               
          parts payable in the aggregate to or for the benefit of Mr.                 
          Souris:  (1) Compensation in a fixed amount, (2) bonus in the               
          amount of whatever remains after (3) payments into the pension              
          plan for Mr. Souris.  But the amount payable into the pension               
          plan was limited by section 404, and that limit was exceeded here           
          by reason of excessive employer contributions to the plan due to            
          what turned out to be faulty actuarial assumptions.  Accordingly,           
          to the extent that such amounts were excessive, the excess                  
          automatically increased the bonus payable to Mr. Souris as the              
          employee under his 1981 agreement with his P.C.  But, as noted              
          above, it was first paid to him as successor in interest of the             







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