Labelgraphics, Inc. - Page 26

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          was reasonably comparable to petitioner.  The largest company had           
          sales for 1990 of $191 million and a pretax profit of $26                   
          million, and employed a total of 1,884 employees.  The next                 
          largest company had sales for 1990 of $65 million and a pretax              
          profit of $3 million, and employed a total of 450 employees.                
          Respondent argues that Mr. Martin's reasonable compensation                 
          cannot exceed the cash compensation received by these two chief             
          executive officers of much larger printing companies.                       
               However, as petitioner points out, Clausen failed to take              
          into account the stock options the chief executive officers of              
          the two larger printing companies previously were granted.  The             
          compensation they earned from these stock options appears to have           
          been substantial.  In any event, the two larger printing                    
          companies Clausen chose are not reasonably comparable to                    
          petitioner.  Moreover, as Clausen acknowledged, the two industry            
          surveys he consulted are of only limited use in determining Mr.             
          Martin's reasonable compensation.  Accordingly, the Court does              
          not accept Clausen's opinion concerning Mr. Martin's reasonable             
          compensation for the 1990 fiscal year.                                      
               C. Character and Condition of Company                                  
               This third factor considers the company's character and                
          condition.  Relevant considerations are the company's size as               
          measured by its sales, net income, or capital value; the                    
          complexities of the business; and general economic conditions.              





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