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Specified Employees/Acquisition involving 2 Public Companies


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Company A acquires Company B in a stock acquisition in July of 2009. Both are public companies and Company B will remain after the acquisition. The NQDC Plan of Company A uses the 415 defaults in determining compensation. In figuring out the specified employee's for the effective date on December 31, 2009, how is compensation for the employees of Company B determined, i.e., is its employees compensation based on the entire 2009 year or only after the date of the acquisition? Example: Company B employee X made $300,000 in 2009, but only $150,000 was after company B was acquired, what is his compensation for determining specified employees on December 31, 2009?

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