Labelgraphics, Inc. - Page 10

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          was as follows:                                                             
               Year     Salary       Bonus     Total Compensation                     
               1981        1                    1             $27,750                 
          1982        1            1             164,000                              
          1983        1            1             162,900                              
          1984        1            1             352,200                              
          1985    $154,000    $150,000          304,000                               
          1986     156,600     125,000          281,600                               
          1987     156,600     125,000          281,600                               
               1988     185,000     250,000          435,000                          
          1989     158,200     200,000          358,200                               
          1990     156,000     722,913          878,913                               
          1991     156,000       --             156,000                               
                                                                                     
               1No breakdown between salary and bonus is available.                   
               Petitioner had no fixed formula for determining Mr. Martin's           
          annual bonuses.  Rather, its directors generally considered                 
          petitioner's financial performance for the recent fiscal year.              
          For instance, concerning the $250,000 bonus paid to him for 1988,           
          minutes of petitioner's board of directors' meeting on June 17,             
          1988, state, in pertinent part:                                             
                    4. Bonus to Lon D. Martin.  The directors reported                
               that the past fiscal year had been particularly                        
               successful and that it was appropriate to raise Mr.                    
               Martin's annual bonus in light of such success.                        
               Additionally, Mr. Martin's regular base salary has not                 
               been increased for several years on the theory that his                
               total annual compensation would be tied significantly                  
               to the performance of the corporation.  In light of all                
               of the above circumstances, the directors ratified and                 
               approved a bonus to Mr. Martin of $250,000.00.                         
               With respect to the $722,913 bonus paid to him for 1990, the           
          deductibility of which is in issue, minutes of petitioner's board           
          of directors' meeting on June 27, 1990, state, in pertinent part:           
                    5. Bonus to Lon D. Martin.  Once again, the                       
               corporation has enjoyed a successful and profitable                    



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