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interpret petitioner as addressing the latter point, petitioner
seems to suggest that a pre-control-change agreement must have
imposed a legal obligation on, or there must have existed at
least an informal pre-control-change understanding requiring, the
parties to enter into the post-control-change agreement under
which the payments are made in order for such payments to be
treated as contingent on a change in control within the meaning
of section 280G. As petitioner observes on brief:
In the instant case neither Petitioner nor the
executives were under any legal obligation to enter
into the 1991 Employment Agreements or the 1992
Amendments [citations omitted]; they could have gone in
separate directions from the legal standpoint. * * *
Thus, the payments necessarily were made “pursuant to”
the new [i.e., 1991 and 1992] agreements and were not
contingent on a change in control of Petitioner. * * *
* * * * * * *
[I]n the instant case there was no formal or informal
pre-acquisition understanding that the parties would
enter into the 1991 Employment Agreements or the 1992
Amendments and that the * * * [retention] payments [and
1991 SRP Benefits] would be made under those
agreements.
Respondent interprets “pursuant to” as used in Q&A-23's
reference to the relationship between pre- and post-control-
change agreements in the sense of the earlier agreement’s
functioning as a proximate cause of certain terms of the later
agreement. Thus, if a legally enforceable pre-control-change
agreement is the proximate cause of provisions in an agreement
entered into after the change in control, the latter agreement is
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