The New York Private Equity Network ("NYPEN") and Kirkland & Ellis LLP are pleased to invite you to "Executive Employment in 2 Parts: Incentive Compensation Arrangements and Making Management Changes the Right Way," a class in the NYPEN Legal Series, to be held on Monday, March 3, 2014.

Class Overview
This session will focus on two separate topics: incentive compensation arrangements; and “do’s and don’ts” when you decide that a portfolio company needs to make a management change. Beginning with a term sheet, this session will focus on the key economic and governance issues embedded in executive employment and incentive compensation arrangements. We will then move on to a discussion focused on important steps to take when making a management change. This highly interactive session will feature both transactional lawyers and litigators, as well as a senior investing professional from a NYPEN member firm.

In order to highlight certain key issues, the class will review sample versions of relevant documentation. Key legal and business issues that will be covered include:

• How does the compensation package you offer to management compare to similarly situated companies?
• Advantages of various structures for the company and for management (LLC versus Restricted Stock versus Options)
• Performance vesting provisions?
• Non-competes and other restrictive covenants
• Cause and Good Reason definitions
• West Coast versus East Coast forms
• Repricing of incentive compensation in connection with a recapitalization transaction
• Implementation of a compensation program prior to an IPO and market terms of payouts at IPO
• A high-level overview of tax considerations
• Important “do’s and don’ts” when making a management change
• Is there such a thing as a “Cause” dismissal?

Event Details
Date: Monday, March 3, 2014
Time: 7:00pm - 8:30pm (followed by cocktails)
Location: Offices of Kirkland & Ellis LLP, 601 Lexington Avenue (betw. 54th and 53rd Streets)