The number of public companies subject to governmental scrutiny regarding their stock option granting practices increases every day. Even more companies are examining their practices at the urging of management, the board of directors, outside counsel or outside auditors. As the issue becomes dominant in companies across America, it is becoming clear that all companies should review and examine their stock option granting and pricing practices from the past and assure the legality and appropriateness of them prospectively. Companies must understand the potential consequences of, and the issues relating to, any stock option granting irregularities and be prepared to confront them.

Please join us for a review of the key issues relating to stock option pricing practices. Partners from the Proskauer Rose Stock Options Task Force will address practical approaches for handling the many issues arising from intense regulatory and public scrutiny related to the practice of granting and exercising options.

You may participate live via the web, which will allow you to ask questions and interact with the presenters, or access an audio/video recording of the webinar on demand, at your convenience (the recorded webinar will be posted to www.proskauer.com after the live session).

SPEAKERS

Robert J. Cleary
Proskauer Rose LLP
In June 2002, after a lengthy career as a federal prosecutor, including service as the United States Attorney in New Jersey, Bob joined Proskauer Rose LLP as a partner in the Litigation and Dispute Resolution Department and as Co-Chair of the Firm's Corporate Defense and Investigations Practice Group.

David M. Lederkramer
Proskauer Rose LLP
David Lederkramer is a partner in Proskauer Rose LLP's Litigation Department, where, in more than 20 years of practice, he has typically represented clients in litigations involving complex financial, securities-related, and intellectual property issues.

Peter G. Samuels
Proskauer Rose LLP
A partner in Proskauer Rose LLP's Corporate Department, Peter Samuels is co-Chair of our Mergers and Acquisitions Group. He has been engaged in a wide variety of matters, including mergers and acquisitions, equity and debt financings on behalf of institutional investors and issuers, joint ventures, debt restructurings, and bankruptcy reorganizations, as well as counseling on numerous other matters.

Andrea S. Rattner
Proskauer Rose LLP
Andrea S. Rattner is a partner in Proskauer Rose LLP's Tax Department, where she practices in the field of employee benefits and executive compensation law. She counsels clients with respect to the tax, securities, corporate governance, stock exchange and other implications affecting executive compensation arrangements.

Michael S. Sirkin
Proskauer Rose LLP
Michael S. Sirkin is a member (and former Chair) of Proskauer Rose's Tax Department and a senior member of its Employee Benefits and Executive Compensation Group. He practices primarily in the areas of employee benefits and executive compensation. In addition, he frequently represents companies, compensation committees and senior executives in connection with executive employment and severance agreements and other compensation and equity arrangements.