Square D Company and Subsidiaries - Page 29

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          that petitioner has shown by clear and convincing evidence was              
          reasonable compensation in 1992 for purposes of section                     
          280G(b)(4).65                                                               
                              (bb)  Mr. Richardson                                    
               Mr. Richardson’s 1992 compensation, excluding the Retention            
          Payment and disputed 1991 SRP Benefit, was $353,346.  Because               
          reasonable compensation for Mr. Richardson in 1992 exceeded his             
          1992 compensation (exclusive of the Retention Payment and                   
          disputed 1991 SRP Benefit) by $406,014, this excess constitutes             
          the amount of Mr. Richardson’s Retention Payment and disputed               
          1991 SRP Benefit that petitioner has shown by clear and                     
          convincing evidence was reasonable compensation in 1992 for                 
          purposes of section 280G(b)(4).                                             




               65 Respondent also argues that Mr. Garrett’s Retention                 
          Payment (but not his 1991 SRP Benefit) cannot be reasonable                 
          compensation for services because it is a severance payment                 
          within the meaning of Q&A-44 of sec. 1.280G-1, Proposed Income              
          Tax Regs., 54 Fed. Reg. 19407 (May 5, 1989).  We need not address           
          this contention, however, because the disputed 1991 SRP Benefit             
          received by Mr. Garrett, which respondent concedes is not a                 
          severance payment, equaled $239,712.  We conclude above that                
          petitioner has established that $167,467 of the (combined)                  
          Retention Payment and 1991 SRP Benefit paid to Mr. Garrett in               
          1992 constituted reasonable compensation.  Amounts above this               
          figure are not reasonable compensation for 1992 services.                   
          Accordingly, $167,467 of the $239,712 1991 SRP Benefit is                   
          reasonable compensation, but the remainder of the 1991 SRP                  
          Benefit and all of the Retention Payment is not.  Because Mr.               
          Garrett’s Retention Payment would not in any event constitute               
          reasonable compensation, we need not decide whether it is also              
          not reasonable compensation because it is a severance payment.              





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