Cameron W. Bommer Revocable Trust, Ronald Bommer, Trustee - Page 29

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            that these concerns prompted him to approach Mr. Hughes, who, in                            
            turn, suggested the efficacy of a restrictive stock agreement.                              
                  Following our review of the record, we find that Ronald's                             
            retention played some part in the creation of the Buy-Sell                                  
            Agreement.  At the time the agreement was created, Ronald was                               
            relatively young and had already worked at CamVic for over 20 years.                        
            During that time, he had gained solid experience through his work                           
            with CamVic's properties.  Ronald also had concerns with respect to                         
            his security in the business.  Under these circumstances, we                                
            conclude that it was reasonable for Ronald to attempt to solidify                           
            his future at CamVic through the creation of a restrictive stock                            
            agreement.20  We find that there was some business purpose for                              
            entering into the Buy-Sell Agreement and the Revised Agreement.                             
                  In order to meet the test set forth in section 20.2031-2(h),                          
            Estate Tax Regs., and applied in Estate of Lauder v. Commissioner,                          
            supra, petitioners must also demonstrate that the agreement was not                         
            intended as a device to pass decedent's interest in CamVic to the                           
            natural objects of his bounty for less than an adequate and full                            
            consideration in money or money's worth.  Petitioners have failed to                        
            do this.  For the reasons set forth below, we conclude that an                              
            inference may fairly be drawn that the Buy-Sell Agreement and the                           


                  20Nevertheless, we note that nothing in the Buy-Sell                                  
            Agreement prevented Ronald from leaving CamVic or decedent from                             
            continuing to make "impulsive" business decisions.  Decedent had                            
            the controlling interest in CamVic and could have caused CamVic                             
            to buy or sell properties.                                                                  




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