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rendered on or after the date of the change
described in paragraph (2)(A)(i) * * *
The parties agree that the Retention Payments and 1991 SRP
Benefits that petitioner deducted and respondent disallowed were
in the nature of compensation to disqualified individuals within
the meaning of section 280G(b)(2)(A). The parties also agree as
to the “base amount” under section 280G for each Retained
Executive. The parties disagree, and we must decide, whether the
Retention Payments and the disputed 1991 SRP Benefits were
contingent on a change in ownership or control within the meaning
of section 280G(b)(2)(A)(i) and, if so, whether any portion of
such payments constituted reasonable compensation for personal
services rendered after29 the change in control, within the
meaning of section 280G(b)(4)(A).
B. Whether Payments Were Contingent on a Change in Control
Respondent contends that the Retention Payments and the
disputed 1991 SRP Benefits were contingent on a change in
petitioner’s ownership or control within the meaning of the
statute; petitioner contends that the payments in question were
not so contingent because they were made pursuant to an agreement
29 The statute also provides that the amount treated as an
excess parachute payment shall be reduced by the amount
demonstrated to be reasonable compensation for personal services
actually rendered before the change in ownership or control.
Sec. 280G(b)(4)(B). However, petitioner does not contend that
this provision applies in the instant case.
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