Edward P. Knoll and Mary K. King-Knoll - Page 5

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          partners.  If petitioner had accepted the terms offered in the              
          letters, he would have received payments totaling $175,000.                 
               Petitioner did not voluntarily resign from Winston by the              
          April 30, 1992, deadline.  However, as of May 1, 1992, he no                
          longer:  (1) Received partnership payments, (2) performed work on           
          behalf of Winston clients, or (3) used Winston office space.                
          Initially petitioner, and eventually his attorneys, negotiated              
          with representatives from Winston in an attempt to reach                    
          agreement as to the terms of petitioner’s severance.  In all, 12            
          separate drafts of a settlement agreement were negotiated before            
          the final agreement was signed on December 22, 1994.                        
               Negotiations between petitioner and Winston were contentious           
          and lasted approximately 32 months.  Initially, petitioner                  
          represented himself in talks with Winston.  The principal dispute           
          concerned the amount of retirement benefits petitioner was to               
          receive upon his withdrawal from the firm.  Petitioner believed             
          that he was entitled to receive a larger annual retirement                  
          payment than that offered and that his priority in receiving that           
          payment should be subordinate to only a small group of other                
          retired partners.  Petitioner’s initial negotiating objective was           
          to increase the amount of his retirement payments and gain                  
          assurance that his priority in receiving the retirement payments            
          would not be diluted.                                                       








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