Herold Marketing Associates, Inc. - Page 27




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          and the cases cited therein.  In order to do so, the employer                
          must show:  (1) That the employer intended to compensate the                 
          employee for past undercompensation and (2) the amount of the                
          undercompensation.  Pacific Grains, Inc. v. Commissioner,                    
          399 F.2d 603, 606 (9th Cir. 1968), affg. T.C. Memo. 1967-7;                  
          Estate of Wallace v. Commissioner, 95 T.C. at 553-554.                       
               The record does not indicate that Herold's compensation                 
          during the subject years was attributable to services which he               
          performed for petitioner in earlier years.  In fact, Herold even             
          testified that none of his 1992 and 1993 compensation was redress            
          for earlier years.                                                           
          10.  Employer's Past and Present Financial Condition                         
               Petitioner grew and became very profitable under Herold's               
          leadership.  Its equity grew from $92,939 at the end of 1985 to              
          $598,928 at the end of 1993, an increase of 644 percent.                     
          11.  Whether Employer and Employee Dealt at Arm's Length                     
               Where an employer and an employee are not dealing at arm's              
          length, the amount of compensation paid may be unreasonable.                 
          Owensby & Kritikos, Inc. v. Commissioner, supra at 1324; see                 
          Gilman Paper Co. v. Commissioner, 284 F.2d 697 (2d Cir. 1960),               
          affg. T.C. Memo. 1960-13.                                                    
               As petitioner's sole shareholder and its only board member,             
          Herold controlled every detail of the process by which his                   
          compensation was determined.  Nevertheless, we are impressed by              
          the lengths Herold went to in order to develop objective                     
          underpinnings for his bonus formula each year.                               

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