B & D Foundations, Inc. - Page 11




                                       - 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