SAVE $400 See inside for details.

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1 19th Annual Advanced Course REGISTER BY APRIL 15 AND SAVE $400 See inside for details. Executive Compensation: Strategy, Design, and Implementation Thursday-Friday June 16-17, 2016 City (Sofitel ) and Live Video Webcast Register online: CLE credit hours 15.5 CPE credit hours in Business Law [A] very powerful and valuable program. previous registrant Explore the biggest issues in executive and director compensation at this annual advanced program. An experienced panel of legal, government, business, and technical experts keeps you on top of: Executive and director compensation trends Delaware law and other case law developments The latest from IRS and Treasury The 2016 proxy season Foreign equity plans Equity plan design and the approval process Negotiating private and public M&A transactions Negotiating executive compensation arrangements Private companies and financing issues Preparing for the CEO pay ratio rules Severance arrangements and ERISA, Section 409A, and litigation challenges Register now for an authoritative update on the rules, an examination of what s new under those rules, and a high-level discussion of the latest planning opportunities and constraints!

2 Planning Chairs (also on faculty) Mark A. Borges Principal, Compensia, Inc. San Francisco Scott P. Spector Fenwick & West LLP Mountain View, California Faculty Yonat Assayag ClearBridge Compensation Group LLC Juliano Banuelos Orrick, Herrington & Sutcliffe LLP San Francisco Valerie Diamond Baker & McKenzie LLP San Francisco Renata J. Ferrari Ropes & Gray LLP Boston Edmond T. FitzGerald Davis Polk & Wardwell LLP Steven E. Hall Managing Director, Steven Hall & Partners, LLC Daniel L. Hogans Groom Law Group, Chartered Washington, D.C. Andrew M. Johnston Morris, Nichols, Arsht & Tunnell LLP Wilmington, Delaware Arthur H. Kohn Cleary Gottlieb Steen & Hamilton LLP Andrew C. Liazos McDermott Will & Emery LLP Boston Ronald O. Mueller Gibson, Dunn & Crutcher LLP Washington, D.C. Robert J. Neis Benefits Tax Counsel, Office of Tax Policy, U.S. Department of Treasury Washington, D.C. Regina Olshan Skadden, Arps, Slate, Meagher & Flom LLP Sharon Podstupka Pearl Meyer & Partners, L.L.C. John Roe Managing Director, Institutional Shareholder Services, Inc. Washington, D.C. Michael J. Segal Wachtell, Lipton, Rosen & Katz Steve Selig Watson Wyatt Worldwide Arlington, Virginia Charmaine L. Slack Jones Day, Martha N. Steinman Hogan Lovells US LLP ALI CLE Staff: Robert Rushton

3 Program All times Eastern Thursday, June 16, :45 a.m. Registration and Continental Breakfast 8:40 a.m. Administrative Remarks ALI CLE Staff Video Webcast Segment A $399 8:45 a.m. Overview of Executive Compensation and Director Compensation Practices and Trends Mr. Hall 9:45 a.m. Executive Agreements in Private and Public Transactions Ms. Olshan and Mr. Segal 10:45 a.m. Networking and Refreshment Break 11:00 a.m. Differing Negotiation Techniques and Issues in Private and Public Mergers or Divestitures Mr. FitzGerald and Ms. Slack 12:00 noon Questions and Answers 12:15 p.m. Lunch with Registrants and Faculty (provided by ALI CLE) Video Webcast Segment B $399 1:30 p.m. A Primer on Delaware Corporate Law for Compensation Specialists and the Latest Delaware Cases Messrs. Johnston and Liazos 2:30 p.m. Trouble for the Unicorns and Down Rounds It Was Bound to Happen; Now What? Ms. Ferrari and Mr. Johnston 3:30 p.m. Networking and Refreshment Break 3:45 p.m. Employee Stock Plans 2016: Getting Your Plan Approved Mr. Roe and Ms. Steinman 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment for the Day REGISTER BY APRIL 15, 2016 AND SAVE $400.* Use coupon code CX032EB4 when you register. Register by May 15, 2016 and save $200.* Use coupon code CX032EB2 when you register. *Valid on new registrations for in-person attendance only; may not be combined with other discounts.

4 Friday, June 17, :30 a.m. Continental Breakfast and Networking Session Video Webcast Segment C $399 8:45 a.m. Late-Breaking Developments Mr. Kohn 9:45 a.m. The 2016 Proxy Season: Disclosure on the Eve of Transformative Rule Changes Messrs. Borges and Mueller 10:45 a.m. Networking and Refreshment Break 11:00 a.m. Preparing for the CEO Pay Ratio Rules: Identifying the Median Employee and Pacifying the Rest of Your Workforce Ms. Podstupka and Mr. Selig 12:00 noon Questions and Answers 12:15 p.m. Lunch Break Video Webcast Segment D $399 1:30 p.m. The Latest Word from the IRS and Treasury Messrs. Neis and Spector 2:30 p.m. Revisiting Severance: 409A Pitfalls, ERISA Considerations, and Recent Case Law Messrs. Banuelos and Hogans 3:30 p.m. Networking and Refreshment Break 3:45 p.m. The Latest on Foreign Equity Plans, 457(A), and Transactions in Far-Off Places Ms. Diamond 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment Total 60-minute hours of CLE instruction: CPE credit hours in Business Law (group-live and group-internet-based programs) Here s what registrants said about recent presentations of this course: I always get something out of this course. I am highly specialized in this field, so that is an accomplishment. This is a must each year for anyone working with stock plans from the company or advisor side.

5 ON LOCATION: Maximize your CLE experience. Learn from the best and network with other serious practitioners. Register one person to attend this course and save 50% on all subsequent in-person registrations for this course from your organization. Call 800-CLE-NEWS ( ). FROM ALI CLE superb instruction and practical advice available in multiple formats providing numerous ways to further your knowledge while satisfying your CLE requirements WEBCAST: Can t attend on location? Register for the live webcast and participate by asking questions online, in real time, and get our famous course materials via searchable PDF. Get all the information you need, and satisfy your CLE needs, without leaving your office. $1,499 / $399 GROUP WEBCAST: Schedule a convenient group viewing of this course for two or more people and save on tuition. Provide your firm or department with access to the finest legal talent and train more people at a lower cost without the additional expense or time constraints of travel. Up to 30% off ON-DEMAND CLE: Online audio and/or video and searchable (PDF) course materials are available 24/7 for every course and course segment. $999 and under DVD / CD-ROM / AUDIO MP3: Listen to ALI CLE s renowned courses in your car, home, or office on your computer, DVD player, or MP3 player at your own pace. $1,099 / $899 PRINT + DIGITAL COURSE MATERIALS ALI CLE s acclaimed course materials are available in print or electronically and can be purchased before or after the course. $149 ALI CLE CURRICULUM: EMPLOYEE BENEFITS Hailed for their practical, transactional focus, ALI CLE employee benefits law courses set the nationwide standard for high caliber CLE in this ever-important field. Our courses excel at explaining complex rules in an insightful manner, from ERISA fundamentals to the effects of the Affordable Care Act to the most intricate rules for executive compensation. High repeat attendance by practitioners attests to the enduring value of ALI CLE courses.

6 HOW TO REGISTER ONLINE PHONE CLE-NEWS FAX MAIL Return the form on the back panel of this brochure to: REGISTRAR, ALI CLE 4025 Chestnut Street Philadelphia, PA REGISTER TWO OR MORE AND SAVE! Register one person to attend this course in-person and get all subsequent in-person registrations for this course from your organization at 50% off! Call CLE NEWS ( ). Discounts may not be combined. HOTEL ACCOMMODATIONS A limited block of rooms has been reserved at the Sofitel New York. Room rate: $349 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until May 23, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the American Law Institute program to qualify for rooms in the block. Room reservations may be made by calling the Sofitel, 45 West 44th Street,, NY 10036; phone (877) Confirmations will be sent by the hotel. Please read the hotel cancellation policy carefully. STUDY MATERIALS AND USB DRIVES Registrants have the option of receiving their study material as a printed course book OR on a USB drive. Be sure to indicate your preference when you register. Study materials can be voluminous. Go green and select the USB option! Go to for more info about: registration/cancellation/requirements for persons with disabilities/scholarships MANDATORY CLE AND CPE CREDIT Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, DE, FL, GA, HI, IA, IL, IN, KS, KY, LA, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VT, WA, WI, and WV. Upon request, ALI-CLE will apply for CLE credit in ID, OR, and WY. This course is expected to qualify for 13 credits in 60-minute MCLE jurisdictions; and for 15.6 credits in 50-minute MCLE jurisdictions. In NY, the in-person course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please the MCLE Team at TeamMCLE@ali-cle.org, go to ali-cle.org/mcle, or call CLE-NEWS. NASBA ALI CLE is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors through its website: For more information regarding ALI CLE s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE-NEWS. CPE credit hours for this course: 15.5 in Business Law (group-live and group-internet based programs). Learning Objectives: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner. Suggested Prerequisite: Experience in practice in subject matter. Level of Instruction: Advanced FOLLOW US ON: Facebook: facebook.com/morethancle Visit our Blog: Morethancle.org Catch the fever. Create a buzz with social networking. Tweet today and interact with other course registrants and faculty. Consider posting new course topics and pose questions you have for the faculty. Or simply use this social networking tool to make lunch or dinner plans with others in attendance. #ExecComp2016

7 Executive Compensation: Strategy, Design, and Implementation Register online: will be a busy year for executive compensation lawyers and advisors. Stay one step ahead! The 2016 proxy season continues to illustrate that compensation issues remain at the forefront, especially where companies have activist investors. It is also the second year under the ISS Equity Plan Scorecard, ISS s new methodology for evaluating equity compensation plan proposals. And these are only two of the areas where compensation counsel and their advisors need to stay up to date! M&A transactions remain at a fast pace, demanding knowledgeable practitioners who can provide pragmatic advice to clients. Private companies considering going public must wrestle with decreasing valuations, tax issues, stockholder litigation, and Delaware law. Litigation on compensation-related matters continues to evolve, requiring a firm grasp of Delaware law and past and current disclosure practices. Foreign legal considerations in the compensation and benefits area are critical. The effective date for the CEO pay ratio rules is getting closer, while the SEC continues to finalize its payversus-performance and clawback rules. And the IRS may be on the verge of issuing long-awaited Section 409A withholding regulations and other guidance. With this level of activity and change, this program is one you will not want to miss. Join us in to examine the diverse aspects of compensation issues from the legal, tax, accounting, and business perspectives and how they evolve to meet changing business needs. The faculty also analyzes the impact of the most recent legislative initiatives on executive compensation, the increasing scrutiny of executive compensation, and what the future holds in this challenging area of law. WHO SHOULD ATTEND The course is designed for in-house and outside legal counsel, executive compensation advisors, human resource professionals, experienced practitioners seeking to keep current with the rapid changes in executive compensation, and practitioners with some experience seeking an understanding of the key concepts in executive compensation practice.

8 Online Phone CLE NEWS FAX Mail Registrar, ALI CLE, 4025 Chestnut Street, Philadelphia, PA Executive Compensation City (Sofitel ), June 16-17, 2016 American Law Institute Continuing Legal Education 4025 Chestnut Street, Philadelphia, PA NONPROFIT ORG U.S. Postage PAID ALI CLE KEY CODE CX032LM Name Title Firm Address City State Zip printed on FSC certified paper Please enter registration(s) (before 4/15/16): $1,399 CX032EB4 Please enter registration(s) (before 5/15/16): $1,599 CX032EB2 Please enter registration(s): $1,799 CX032 Please provide my course materials as a (choose only one): USB drive Printed course book To register additional on-location registrants at 5 0 %o ff, call 800-CLE-NEWS ( ). Discounts may not be combined. Video Webcast $1,499 / $399 Full program: $1,499 WAX032 Webcast Segment A: $399 WAX032A Webcast Segment B: $399 WAX032B Webcast Segment C: $399 WAX032C Webcast Segment D: $399 WAX032D Can t attend? You don t have to miss anything! Order the: DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course materials $1,099 AX032V Audio MP3 CD-ROM (including PDFs of the course materials) $899 AX032 Printed course materials only $149 SX032 Partial Scholarships Scholarships covering 30% of tuition fees, valid for on-site courses, live webcasts, and webcast segments only, are available. Scholarships cannot be combined with other offers. I am a full-time employee of the federal, a state, or a local government or governmental agency. I am a recent law school graduate (<5 years). I am a retired senior lawyer (65 or older). $ Total Check enclosed (payable to ALI CLE) Please charge to my credit card: AMEX DISCOVER MasterCard VISA Card no.: Card expiration date: / SIGNATURE