Michael A. Katz Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8204 F 212-728-9204

Michael Katz is a partner in the Executive Compensation and Employee Benefits Department of Willkie Farr & Gallagher LLP in New York and counsels public and private companies on matters involving executive compensation and employee benefits.

Mr. Katz is experienced in advising clients in connection with the executive compensation and employee benefits issues arising in the context of corporate transactions, such as strategic mergers, leveraged buyout transactions, spin-offs, restructurings and other acquisitions, divestitures and business transactions. In these transactions, he addresses issues relating to the treatment of outstanding compensatory equity awards, "golden parachute" excise tax implications and employee benefits-related liabilities, and negotiates post-closing arrangements with senior executives.

Mr. Katz advises clients on an ongoing basis on the design, implementation and administration of executive compensation and employee benefits arrangements for senior executives and employees generally, such as stock option and other stock-based plans, LLC/partnership interests (such as profits interests), cash bonus and incentive arrangements, tax-qualified retirement plans, nonqualified deferred compensation arrangements, and severance and retention programs, and on the tax, legal and regulatory compliance considerations for these arrangements.

Mr. Katz also regularly provides companies with securities law advice relating to executive compensation and employee benefits arrangements, in particular the registration requirements under federal and state securities laws, shareholder approval issues under stock exchange rules, and the SEC reporting and disclosure requirements for public companies. Additionally, he works closely with public companies to prepare executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other information statements in connection with corporate transactions and Forms 8-K.

Mr. Katz’s experience also includes representing private equity clients, companies and individual senior executives in the negotiation of executive employment and separation agreements and he has also advised management teams in the context of private equity buyouts in connection with executive compensation matters.