- 11 -
2. Deferred Compensation Agreement. The
Directors, after exhaustive review of the officers’
compensation and the shareholders’ returns since the
Company was founded, have determined that the Officers
have been substantially undercompensated since the
Company’s inception. Therefore, after recognition of a
substantial return to the Shareholders on their
investment in the Company, the Directors have
determined to provide the Officers deferred
compensation in consideration of their past services
rendered. The Deferred Compensation Agreements between
this Corporation and William Myers and between the
Corporation and Connie Myers, copies of which are
included in the Corporation’s minute book, are hereby
approved. The Officers of this Corporation are
authorized to execute and perform those Agreements on
behalf of this Corporation.
3. Ratification of Defined Benefit Plan. The
Board of Directors hereby ratifies and approves of the
actions taken by the Officers of this Corporation in
adopting a Qualified Defined Benefit Retirement Plan,
copies of which are included in this Corporation’s
minute book.
4. Contributions to Qualified Plans. The Board of
Directors hereby ratifies and approves the contribution
of $92,600.00 to the trustee of the B & D Foundations,
Inc. Employee Retirement Defined Benefit Plan.
5. Salaries. The Board of Directors hereby
acknowledges that it reached a settlement in calendar
year 1996 with the Internal Revenue Service respecting
officers’ compensation for fiscal years ending 1993 and
1994. In accordance with the guidelines established by
the Internal Revenue Service[6] in reaching this
6Pursuant to that settlement, petitioner agreed to treat as
constructive dividend income $108,830 of the total compensation
paid to Mr. and Mrs. Myers for the 1993 fiscal year and $57,533
of the total compensation paid to them for the 1994 fiscal year.
However, the record discloses no specific guidelines or
compensation formula that had been applied by the parties in
determining the amounts deductible by petitioner as reasonable
compensation to Mr. and Mrs. Myers under this settlement. The
(continued...)
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011