Wechsler & Co., Inc. - Page 21

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              Generally, petitioner’s officers other than Mr. Wechsler did            
         not make bonus recommendations for themselves or petitioner’s                
         other employees.  While the proposed bonuses would be discussed              
         at a meeting of petitioner’s board of directors, Mr. Wechsler                
         made the final decisions regarding the salary and bonuses that               
         petitioner paid to each of its employees and officers, including             
         himself.  At no time did petitioner’s board of directors reject              
         the compensation that Mr. Wechsler proposed for himself, nor did             
         the board ever authorize him to receive more or less than the                
         amount of compensation that he proposed for himself.                         
              During its 1992 through 1999 fiscal years, petitioner paid              
         Mr. Wechsler a base salary, a December bonus, and a May bonus as             
         follows:                                                                     
                                       December                  Total                
         FYE May 31     Base Salary      Bonus    May Bonus   Annual Comp.            
         1992           $390,000       $750,000  $3,250,000   $4,390,000              
         1993           390,000     2,000,000    2,500,000    4,890,000               
         1994           390,000     3,000,000    3,700,000    7,090,000               
         1995           405,000        30,000    5,425,000    5,860,000               
         1996           390,000         --       5,000,000    5,390,000               
         1997           390,000         --       1,000,000    1,390,000               
         1998           415,000        32,000    7,040,000    7,487,000               
         1999           571,694        23,076      900,000    1,494,770               
              Petitioner paid and deducted $80,359 as compensation to                 
         Gilbert for its 1992 fiscal year.  It paid and deducted $108,097             
         as compensation to him for its 1993 fiscal year.                             









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