Summit Sheet Metal Co. - Page 11

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                    WHEREAS, DONALD HANSON, President of this                         
                    corporation, MILTON J. CHASIN, Vice President of                  
                    this corporation, GALE SEARING, Secretary of this                 
                    corporation, have each contributed in a special                   
                    degree to the success of this corporation; and                    
                    WHEREAS, PAUL HARDIE, Estimator, HERMAN AUSLANDER,                
                    Field Superintendent, TOM KRAEMER, Assistant Field                
                    Superintendent, GEORGE KARSTEN, Shop                              
                    Superintendent, BILL BUSHEY, Estimator, and LINDA                 
                    SANDS, Bookkeeper, are also worthy of special                     
                    recognition;                                                      
                    NOW, THEREFORE, BE IT RESOLVED, that the following                
                    bonuses be paid by the corporation on or before                   
                    December 15, 1987:                                                
                    Employee                       Amount of Bonus                    
                    Herman Auslander                   $46,000                        
                    Bill Bushey                        $ 7,200                        
                    Paul Hardie                        $47,000                        
                    George Karsten                     $46,000                        
                    Tom Kraemer                        $25,000                        
                    Linda Sands                        $ 6,000                        
                    Officer                        Amount of Bonus                    
                    Milton J. Chasin                   $75,000                        
                    Donald Hanson                      $75,000                        
                    Gale Searing                       $97,000                        
               The resolution for the year in issue required petitioner to            
          pay the bonuses by December 15, 1987.  Chasin, Hanson, and                  
          Searing could not have been paid the bonuses in the year in issue           
          without the consent of all of them.                                         
               3.   Payment of the Bonuses in 1987                                    
               On September 30, 1987, pursuant to the board's resolution,             
          petitioner debited its payroll expense--officers account by                 
          $247,000 for bonuses it declared that year.  Chasin recorded                







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