EXECUTIVE COMPENSATION DISCLOSURE HANDBOOK
[Pages:556]EXECUTIVE COMPENSATION DISCLOSURE HANDBOOK:
A Practical Guide to the SEC's Executive Compensation Disclosure Rules
Perkins Coie LLP Danielle Benderly Susan Daley Iveth Durbin Sue Morgan Kelly Reinholdtsen
Executive Compensation
Disclosure Handbook:
A Practical Guide to the SEC's Executive Compensation Disclosure Rules
REVISED MAY 2010
Danielle Benderly Susan Daley Iveth Durbin Sue Morgan
Kelly Reinholdtsen
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Copyright RR Donnelley, 2010 (No claim to original U.S. Government works) All rights reserved. No part of this publication may be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of the authors and publisher. This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is provided with the understanding that the publisher is not engaged in rendering legal, accounting or other professional service. If legal advice or other expert assistance is required, the services of a professional should be sought.
Printed in the United States of America.
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About RR Donnelley Financial Services Group RR Donnelley is a reliable single-source solution for all of your business communication needs. As a Fortune 250 company, we are eager to put our strength, scale and expertise at your disposal. To learn more, please visit financial.. Compliance and EDGAR filing* EZ Proxy? Notice and Access solution* EZ Start XBRL translation and rendering services* Judgment-dependent outsourcing services* Global financial and commercial printing* NET.filer? Self-service filing solution* Single-source composition services* Translations and multilingual communications* Venue(SM) virtual data rooms* Enhanced digital output formats
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CO-AUTHORS
Danielle Benderly is a partner at Perkins Coie in Portland. Susan Daley is a partner at Perkins Coie in Chicago. Iveth Durbin is a partner at Perkins Coie in Seattle. Sue Morgan is a partner at Perkins Coie in Seattle.
Kelly Reinholdtsen is an attorney at Perkins Coie in Seattle.
The co-authors welcome your comments and suggestions via e-mail: Danielle Benderly dbenderly@ Susan Daley sdaley@ Iveth Durbin idurbin@ Sue Morgan smorgan@
Kelly Reinholdtsen kreinholdtsen@
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DISCLAIMERS PLEASE READ THESE DISCLAIMERS: This book is intended to provide general information and is not intended to provide legal advice as to any particular situation. You should not and are not authorized to rely on this book as a source of legal advice. The views expressed in this book are those of the authors only and do not necessarily reflect the views of Perkins Coie LLP. This book does not create any attorney-client relationship between you and Perkins Coie LLP or any individual author. IMPORTANT TAX INFORMATION: This communication is not intended or written by Perkins Coie LLP to be used, and cannot be used by the taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under the Internal Revenue Code of 1986, as amended, or to support the promotion or marketing of any entity, investment plan or arrangement.
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