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Executive Compensation

A critical element of any employer's business strategy and success must be to attract, retain and motivate top executive talent. The principal factor for implementing this strategy is the employer's program for compensating its executives.

Executive Compensation is a vital tool for employers, executives, boards of directors, human resources departments, legal counsel, and other executive compensation professionals and advisers. It is designed to assist these professionals in establishing and maintaining executive compensation programs that:

• Attract, retain and motivate talented executives
• Are cost-effective to the employer
• Minimize litigation risk
• Are tax-effective to the employer and the executive
• Preserve all possible exist strategies and capital funding sources; and
• Comply with all applicable laws and regulations.

Executive Compensation describes the numerous federal statutes that govern the terms and provisions of executive compensation, including the Internal Revenue Code, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Employee Retirement Income Security Act of 1974 ("ERISA"). Executive Compensation also discusses court decisions, state laws, accounting standards, stock exchange requirements and governmental regulations that apply.

New for this Second Edition:

• The implementation of new Internal Revenue Code Sec. 409A, including 397 pages of final regulations, which impacts employment and change in control agreements, stock-based compensation, and severance pay plans, in addition to the nonqualified and deferred compensation plans it was designed to effect.
• The SEC release of 436 pages of Final Rules on Disclosure of Executive Compensation and Director Independence in August 2006, together with a virtual revolution in corporate governance practices in the area of executive compensation
• The Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.
• Two critical decisions on board of directors responsibility (and potential liability) for executive compensation relating to The Walt Disney Company Shareholder Litigation, and more than one dozen other court cases of significance.
• A stock options backdating scandal, which ensnared many of the biggest technology names in corporate America, with the involvement of the courts and judiciary, plaintiffs' class action lawyers, the IRS, the SEC, institutional investors, the press, and the U.S. Congress.

This 2nd Edition also includes detailed discussions of Internal Revenue Code Sec. 409A, the SEC's redesign executive compensation disclosure rules and the legislation and regulations resulting from the stock option backdating scandals.

Table of Contents
Topics covered include:

• Executive Employment Agreements
• Change in Control Agreements
• Consulting Agreements
• Noncompetes and Other Restrictive Covenants
• Retention and Compensation of Outside Board Members
• Stock Options, Restricted Stock and Other Stock-Based Compensation
• Executive Compensation in Mergers and Acquisitions, Bankruptcy and even Divorce.

• Sample Executive Employment Agreement
• Employment Agreement Checklist
• Sample Offer Letter
• Sample Consulting/Independent Contractor Agreement
• Sample Nonqualified Retirement Plan
• Sample Stock Appreciation Rights Agreement
• Sample Compensation Committee Charter