Edward P. Knoll and Mary K. King-Knoll - Page 6

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               As a result of initial negotiations, Winston completed a               
          first draft of a final settlement agreement on May 29, 1992.                
          This draft included clause 2(b), which provided for a $55,000               
          lump-sum payment to petitioner.  The $55,000 lump-sum payment               
          approximated 5 months of petitioner’s partnership income.  The              
          draft also included clause 2(c), which provided for $3,333.33               
          monthly “bridging payments” from May 31, 1992, until such time as           
          petitioner became active in Winston’s retirement plan.  These               
          monthly payments were essentially the same as the annual payments           
          of $40,000 offered in the original April 15, 1992, severance                
          letter.                                                                     
               The negotiations continued without agreement and the next              
          three proposed drafts of an agreement included similar                      
          provisions, but with additional language reducing the $55,000               
          lump sum by amounts which Winston had already advanced to                   
          petitioner.  The first four drafts of the agreement provided for            
          total cash payments to petitioner of $165,000.  That amount is              
          commensurate with the $175,000 offered under the severance                  
          letters.  The $10,000 difference appears to be attributable to a            
          3-month variation in petitioner’s retirement date under the                 
          letters as opposed to the draft agreements ($3,333.33 x 3                   
          months).                                                                    
               During February 1993, approximately 9 months after                     
          negotiations began, petitioner began receiving psychotherapy                






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