Compensation Committee Handbook

JAMES F. REDA is President of James F. Reda and Associates. His areas of specialization are board of directors issues, corporate governance, senior executive employment arrangements, change-in-control metrics, business combinations, and long-term incentive arrangements for both public and private companies. STEWART REIFLER is a shareholder at Vedder, Price, Kaufman & Kammholz, P.C., and heads the firm's executive compensation practice in New York City. He negotiates and structures executive and director compensation arrangements for both companies and executives. LAURA G. THATCHER is a partner with Alston & Bird LLP in Atlanta, Georgia and heads its executive compensation practice. With a background in securities and business law, she developed executive compensation as a separate specialty area of the firm's tax practice in 1995 and now works exclusively in that area. Her practice includes working with public and private companies on the design and implementation of compensation programs, executive employment severance arrangements, change-in-control analysis, securities compliance, insider trading, public disclosure, and corporate governance issues.

Foreword.Preface.Acknowledgments.About the Authors.PART ONE: THE 21ST CENTURY COMPENSATION COMMITTEE.Chapter 1: The Compensation Committee.Chapter 2: Selecting and Training Compensation Committee Members.Chapter 3: CEO Succession and Evaluation.Chapter 4: Director Compensation.PART TWO: LEGAL AND REGULATORY FRAMEWORK.Chapter 5: Corporate Governance.Chapter 6: Securities Issues.Chapter 7: Tax, ERISA and Labor Laws, Regulations, and Rules.Chapter 8: Accounting Rules.PART THREE: PRACTICAL APPLICATIONS.Chapter 9: Executive Employment and Severance Arrangements.Chapter 10: Incentive Compensation.Chapter 11: Equity-Based Incentives.Chapter 12: Executive Pension-Benefit, Welfare-Benefit, and Perquisite Programs.Epilog: A Glimpse of the Future.SELECTED RESOURCES.Appendix A: Selected SEC Rules, Regulations, Schedules, and Forms.Appendix B: List of Organizations and Periodicals.Appendix C: List of Directors' Colleges and Other Training Opportunities.Appendix D: Annotated Form of Compensation Committee Charter.Appendix E: Sample Compensation Committee Reports.Glossary.Bibliography.Index.