NCEO: The National Center for Employee Ownership
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IN-PERSON MEETING

Strategic Planning for Your ESOP

Register for one, two, or all three days of this seminar

October 21, 2010 :: Philadelphia, PA

From Our Meeting Series The ESOP Company Symposium

This traditional learning format brings you face-to-face with our expert presenters. Our seminars include a networking luncheon and optional dinner outing, and provide ample opportunity for attendees to ask questions and interact with others.

The ESOP Company Symposium is a three-day event that gives you a chance to hear from leading experts, work through specific issues in structured interactive sessions, and periodically break into small groups to exchange ideas and information. There are panels of experts, of course, but a few times each day you will break into small groups, each with one or more experts at the table, to work through issues of specific concern to you. The groups will report back to the whole session to share key insights. You can register for one, two, or three days of this event:

About This Meeting

More and more companies are acquiring other companies. There are a variety of ways to structure these transactions to make sure they work for you and your employee owners. Like any ESOP transaction, they involve important legal, fiduciary, financial, valuation, and cultural issues. This seminar is strictly educational speakers focus on the issues, not selling their services. Attendees will have ample opportunity to interact with other attendees and work with experts in small group discussions.

Program

8:30 amMeet with an Expert - Optional
Sign up for a one-on-one session with the expert of your choice
9:00 am Welcome and Introduction
Loren Rodgers, NCEO
9:30 am Structuring an Acquisition with an ESOP
Brian Hector, Morgan Lewis & Bockius LLP
10:15 am Break
10:30 am Buying Out the Owner in Stages
David Diehl, Prairie Capital Advisors
11:15 am Table Talks — Roundtable Discussion Groups
12:00 pm Lunch
1:00 pm Valuation Concerns
Aziz El-Tahch, Stout Risius Ross
1:45 pm Financing Issues
James Steiker, SES Advisors, Inc.
2:30 pm Fiduciary Issues
Paul Trost, North Star Trust Company
3:00 pm Break
3:15 pm Leadership Succession
Jack Veale, PTCFO
4:00 pm Adjourn

Registration

NCEO members: $195.00 per person through September 27 and $230.00 thereafter. (If you are not an NCEO member but join when you register, you will receive the member price.)

Nonmembers: $265.00 per person through September 27 and $300.00 thereafter.

Number of Attendees:

Cancellation Policy

A full refund will be issued, less a $50 administrative fee, if the request is received by the close of business on September 27, 2010. Cancellations made after that date and before our guarantee date of October 13,2010 will be eligible for credit toward another program, minus a $50 administrative fee. Those canceling on or after the guarantee date will not receive a paper credit or a refund.

Speaker Information

David M. Diehl, CFA is a director of corporate finance at Prairie Capital Advisors, Inc. For the past ten years David has advised clients on ownership transition issues, with particular emphasis on ESOP valuation, financing and structuring. He is a nationally recognized speaker on the topic of valuation. David holds an MBA from Northwestern University's J.L. Kellogg Graduate School of Management and a BS from Indiana University.

Aziz El-Tahch, CFA is a director in the valuation & financial opinions group at Stout Risius Ross, Inc. His concentration is in ESOP and ERISA advisory services. He has experience in the valuation of business interests for both private and public corporations. Aziz has performed valuation analyses in a broad range of industries and for numerous purposes, including fairness and solvency opinions, estate and gift taxation, shareholder disputes, purchase price allocation, mergers and acquisitions, marital dissolutions, and liability and damages analysis. He has extensive experience in the valuation of business ownership interests in ESOPs, and has performed analyses related to ESOP security formation and transactions, determination of transaction fairness and adequate consideration, and annual employer security valuation updates

Brian Hector, a partner at Morgan, Lewis, & Bockius LLP, focuses his practice on ERISA and employee benefits law including the areas of ESOPs, qualified plans, all types of executive compensation, fiduciary liability, and related securities law issues. He has served as counsel to companies and shareholders regarding the use of ESOPs in numerous transactions, including equity repurchases, ownership succession transactions, and corporate reorganizations. He has also represented lenders and trustees in ESOP transactions. Brian has also represented several clients before the IRS and the Department of Labor in connection with employee benefits matters, including in connection with ESOPs. Brian has lectured extensively regarding employee benefits and ESOPs. He speaks regularly at the annual national conferences of TEA, the NCEO, at their local and regional conferences, and numerous other seminars.

Loren Rodgers is a project director and the director of research at the NCEO, where he specializes in ESOPs, best practices for employee ownership companies, and communications. Active in the field since 1995, he works with firms at all stages of developing ownership cultures, speaks extensively, and has written dozens of articles on topics including employee motivation, corporate governance, ESOP transactions and operations, and business literacy. He will become the NCEO's Executive Director in April 2011.

James G. Steiker is chairman and CEO of SES Advisors, Inc., a financial consulting firm that specializes in employee stock ownership plans, and founding partner of its affiliated law firm, Steiker, Fischer, Edwards & Greenapple, P.C. Jim is a corporate, pension and tax attorney with more than twenty years of experience as a legal and financial advisor in ESOPs and other employee ownership matters, focusing primarily on ESOP design, installation and transactions in privately-held companies. Jim is a trustee of the Employee Ownership Foundation, is a member of the finance committee of TEA and serves on the board of NCEO. He is a frequent speaker and author on ESOP matters, serves on the board of directors of several employee-owned companies, and is a member of Vistage, an organization of CEOs.

Paul D. Trost joined North Star Trust Company in 2004 and focuses on fiduciary issues associated with employee stock ownership plans (ESOPs) and other retirement plans holding employer securities. Prior to joining North Star Trust Company, Paul was employed by Duff & Phelps, LLC, where he provided financial advisory services to clients for corporate valuation matters, ESOPs, ERISA, fairness opinions, and related corporate finance transactions. He is an active member of the NCEO and TEA as an associate member of TEA's valuation advisory committee.

Jack Veale, MBA, CMC, is president and CEO of PTCFO, which advises ESOP and family-owned/closely held businesses on strategy, succession, governance, and leadership development; and provides assistance with management training, management and board retreats, board development, and organizational readiness assessments for growth or merger and acquisition.

Meeting Site

The meeting will be held at the Hampton Inn Center City Philadelphia, located at 1301 Race Street, Philadelphia, PA 19107. Sleeping rooms are available for our group at a special rate of $129. To make a reservation please call the hotel directly at 215-665-9100 before September 27, 2010. Please mention the National Center for Employee Ownership (NCEO) when making your reservation.

Continuing Education Credit

CPE Credit

The National Center for Employee Ownership (NCEO) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue, Nashville, TN 37219-2417.

This program is a "group-live" offering and provides 5.50 hours of CPE credit for accountants in the area of "specialized knowledge and applications." The material is basic level. No prerequisites or advanced preparation is needed. For more information regarding administrative policies such as complaint and refund, please contact the NCEO at 510-208-1300.

HRCI Recertification Credit

HRCI logoThis program has been approved for 5.50 hours of recertification credit hours toward PHR and SPHR re-certification through the Human Resource Certification Institute (HRCI). For more information about certification or re-certification, please visit the HRCI home page at www.hrci.org.
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