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

As the world's largest provider of integrated communications, RR Donnelley successfully leverages our global platform, industry leading service organization and enduring financial stability to help our clients achieve their goals.

With over 145 years of experience, RR Donnelley works collaboratively with more than 60,000 clients worldwide to provide a range of solutions to address all of their business communications needs. Our unparalleled print capacity, innovative technologies and deep industry expertise make RR Donnelley the partner of choice for corporations and their advisers.

EDGAR Filings--By continuously monitoring evolving regulations, RR Donnelley's experienced EDGAR team quickly and accurately processes over 85,000 filings annually with the SEC. With unparalleled service, accuracy and expertise, RR Donnelley is the partner that companies rely on when they have only one opportunity to file correctly.

EZ Start XBRL--With EZ Start, our full-service XBRL solution, RR Donnelley leads the industry in tagging, validating and furnishing XBRL-formatted financial statements to the SEC.

Venue? Virtual Data Rooms--Our virtual data room offers a highly secure, globally accessible online platform for the exchange and storage of critical information inside and outside the enterprise to accelerate collaboration and workflow management.

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Translations and Multilingual Communications--RR Donnelley specializes in the delivery of top-tier translation and multilingual typesetting services to the worldwide business community. Our in-country linguists support more than 140 languages and have subject-matter expertise across all verticals. Leveraging proprietary processes and technology, our linguists work collaboratively with clients to deliver a final product that is accurate, cost-effective and timely.

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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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