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Subject: Invitation – 3rd Annual Jumpstart Your Year-End Compensation Decisions | Oct. 12, 2010

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Cooley LLP

Jumpstart Your Year-End Compensation Decisions
Lessons from 2010 and Outlook for 2011

TUESDAY, OCTOBER 12, 2010   |  8:00 am Breakfast & Registration | 8:30 – 12:00 pm Program
Cooley  3175 Hanover Street, Palo Alto, CA | 650/843-5000

Dodd-Frank is here for the 2011 proxy season! Say on pay, mandatory compensation clawback policies, and complicated company-wide compensation calculations for an internal pay equity analysis are just the tip of the compensation-related iceberg that is the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Now is the time to learn about the new requirements and the changing landscape of executive and equity compensation so that you are ready for year-end compensation decisions and the heightened attention paid to compensation disclosures. This half-day briefing will give public company directors, management and their advisers the information and tools needed now, while there is still time to prepare for the year-end compensation process, so that companies can balance the new requirements and “best practices” with practical business needs. Our goal: to help you make good compensation decisions that motivate your employees to achieve your business goals and that can be confidently explained to shareholders and employees.

REGISTRATION REQUIRED. Please reply by October 1 using the buttons below, and register separately for each guest. There is no charge to attend this event. For more information, please contact Kareen Lambert.


  • Reviewing the nuts and bolts of the compensation-related provisions in the Dodd-Frank Wall Act and related implementation guidance: say on pay, say on golden parachutes, compensation committee independence, independence of compensation committee consultants and advisers, pay for performance, internal pay equity and clawbacks
  • Discussing what to do now to prepare for each of these new requirements, with a particular focus on say on pay and the critical role of institutional shareholders and proxy advisory firms in light of the elimination of broker discretionary voting
  • Considering “best practices” in executive compensation, with a particular focus on risk-mitigation devices, benchmarking and change in control payments
  • Spotlighting tips and traps for the unwary, including insights gleaned from last year's proxy disclosures and SEC comment letters, with a particular focus on compensation policy risk analysis and disclosure


Ann Costelloe – Senior Consultant, Towers Watson
Wendy DavisPartner, Cooley
Amy Muecke Attorney, Cooley
Reid Pearson – Executive Vice President, Alliance Advisors

MCLE CREDIT. Cooley LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 3 hours. Cooley LLP is an MCLE approved activity provider.

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