presents an audio webcast program:

"The Section 162(m) Workshop"

Tuesday, March 25, 2008

2:00 - 3:30 pm, eastern [archive and transcript to follow]

Course Materials


Now that the IRS has confirmed its position that employment agreement terms providing for the accelerated vesting of performance-based equity awards upon termination of the executive by the company without cause or termination by the executive for good reason, and payment at target performance levels, regardless of actual performance, would cause the awards to fail to satisfy 162(m)'s performance-based exception, it's time to examine your executive's arrangements to determine if fixes are necessary. The IRS' latest ruling includes a transition period that will be helpful – but may not be as "long" as it sounds. And there are a host of open issues that will require the exercise of considerable judgment, as the ruling does not provide much additional insight into the application of the new position beyond the specific facts that it posits. . .

This webcast will be held in a "workshop" style, where experts provide analysis of the numerous issues raised for specific types of employment arrangements, including guidance on what well-designed plans should look like under the IRS' latest guidance. Join these experts:

  • Christine Daly, Partner, Holme Roberts & Owen LLP
  • Elizabeth Drigotas, Principal, Washington National Tax, Deloitte Tax LLP
  • Jeremy Goldstein, Partner, Wachtell Lipton Rosen & Katz
  • Mike Kesner, Head of Deloitte Consulting's Executive Compensation Practice
  • Paula Todd, Managing Principal, Towers Perrin

Among the important topics that will require up-to-the-minute guidance, the Conference will cover:

  • Obligations to re-examine, modify existing arrangements in the wake of the new IRS ruling
  • How the boards – and compensation committees - should document their decisions
  • How to tackle the numerous open questions, such as how to design arrangements to comply with the “change in control” exception and addressing the extent to which you can avoid an adverse result by characterizing severance as "a formula" rather than waiver of goals for a particular award
  • How to avoid traps for the unwary when negotiating employment contracts and other compensation arrangements going forward

Cost: As 2008 members of are able to attend this critical webcast at no charge, you need to renew or try a no-risk trial now. The webcast costs for non-members is $595. You can renew or sign up for a no-risk trial online – or by fax or mail via this order form. If you need assistance, send us an email at - or call us at 925.685.5111.

Bonus! Most law firms and consulting firms (and most larger companies) now have "Unlimited Firmwide" memberships. If you try a firmwide no-risk trial, you will also receive ongoing access to the entire video archive and the invaluable materials of the critical "4th Annual Executive Compensation Conference" – and the many other practical resources on

How to access the webcast program: Visit and click the link on the webcast. You need either Real Player or Windows Media to listen to the webcast.

What you can do if you can't access the live program: If you have a scheduling conflict or have problems accessing webcasts generally (due to firewalls, etc.), an audio archive of the webcast will be posted immediately after the program – and a text transcript of the program will be posted on about a week after the live webcast.