Executive Compensation and Equity Compensation Plan Issues for Consideration as 2011 Approaches

The following checklist describes important executive compensation and equity compensation issues for consideration as 2010 comes to a close and we enter into 2011. Though not exhaustive, this list is intended to provide a reminder of some of the issues that will need to be addressed before 2010 ends or considered as 2011 begins.

• Section 409A Special 2010 Document Correction Opportunity and Updated Section 409A Correction Procedures. In 2008 the Internal Revenue Service (IRS) established a correction program providing a means to address operational failures occurring in arrangements subject to Section 409A (Section 409A) of the Internal Revenue Code (Code) (IRS Notice 2008-113 – Operational Correction Program). In 2010 the IRS established a similar correction program to address Section 409A document failures (IRS Notice 2010-6 – Document Correction Program) that allows for the correction of document failures in a way that can limit, and in some cases eliminate,