Employee Stock Ownership: What Every Corporate Director Should Know March 24, 2009

2 Question 1: How common is it for companies to share stock ownership with their employees?

3 Answer: Best available survey data* indicate: –More than 35 million Americans now own employer stock or stock options –This is almost 50% of the people employed at for-profit companies. *

4 Most widely used ownership vehicles Type of PlanTotal Number of Employees* ESOPs14 million Employee stock purchase plans11 million Stock option plans 9 million 401(k) plans 7 million Restricted stock plans 4 million Other 2 million *Total on this page exceeds 35 million total on previous page because some employees are in multiple plans

5 Question 2 Why are so many companies granting ownership interests to employees? What are the companies and their original owners expecting to gain by it? (Okay, that’s two questions, but who’s counting?)

6 Answer Two goals dominate: 1.Improving the performance of the company 2.Providing liquidity to shareholders of privately held companies

7 Question 3 How can employee stock ownership improve corporate performance?

8 Answer (part 1) Practical, tactical benefits Helpful in recruiting talent –Smaller firms can compete with well-funded big firms Effective tactical incentive –Rewards are well aligned with owner’s goals Improved cash flow –Employee compensation partly in non-cash equity –Non-cash equity awards create deductions that reduce cash going to taxes

9 Warning! Most companies make poor use of employee stock ownership programs! Most stop there (at Answer Part 1), and miss out on the full power of employee stock ownership to boost performance!

10 Answer (part 2) Employees who have a stake in the outcome will buy into a high-performance way of operating – if you create one. High-performing employee ownership companies have a “business-centered culture” with high levels of - Collaboration - Teamwork - Responsibility - Commitment Employee ownership + operations as usual = results as usual

11 Question 4 What evidence is there that this approach actually produces improved performance?

12 Summary of the Research Rutgers University study (2000) –Study of 686 firms, half with employee ownership, half without –Employee ownership increased company sales and sales per employee by 2.3% per year University of Maryland study (1986) –Companies with employee ownership and employee participation grew 8% to 11% faster than comparables without. Washington State study (1989) –Companies with employee ownership and employee participation grew sales 6% faster than comparables without. City University of New York (2007) –Companies with employee ownership and employee had sales per employee 8.8% higher than comparables without.

13 More nimble, more innovative, more successful “SAIC succeeded by creating an environment that allows individuals to make a difference – and to share in the resulting growth.” Dr. J. Robert Beyster SAIC “I know of not one company in Silicon Valley that has achieved real success without sharing equity with its employees.” John Chambers, CEO Cisco Systems

14 Question 5 How can employee stock ownership provide liquidity to private company shareholders?

15 The Entrepreneur’s Problem The classic good/news bad news story, as delivered by an entrepreneur’s accountant: “The good news is that your company has achieved success and is now worth a large sum. The bad news is that 92% of your personal net worth is tied up in one asset.” An ESOP is a vehicle that enables a private company owner to sell stock – a lot, or a little.

16 Answer: the leveraged ESOP Technical definition of an ESOP: A qualified retirement trust that is authorized to borrow money in order to acquire investment assets Practical definition of an ESOP: A program by which a company’s stock can be purchased by a trust on behalf of the company’s employees using a bank loan arranged by the company.

17 How a Leveraged ESOP Works… Leveraged ESOP Transaction Structure Typical Term Loan Company ESOP Trust Shares Shareholders Lender (1) (2) (3b) May Be Longer or Shorter Term

18 Amortization is 100% Pre-Tax… Repaying the Loan Loan Repaid Over Negotiated Period Company ESOP Trust Suspense Account Allocation Lender Contribution/ Dividend Debt Reduced over Whatever period Makes sense (2b) (3) (1) (2a)

19 ESOP Benefits Shareholder can sell stock at fair market value Stock is purchased on behalf of employees – financed via bank loan - company repays loan all on pre-tax basis (principal and interest) - effect is that government pays approx 40% of purchase cost No adversarial party to negotiate against –Owner can choose how much to sell, when to sell, control other terms No new parties enter the ownership picture –Stock goes to employees (all participate in proportion to W-2 pay)

20 ESOP Benefits (cont’d) Shareholders can sell stock tax free! (Tax Code Section 1042) Fully Tax-Deductible Financing In multi-owner situations, very attractive way to cash out one or more owners while leaving others in place –Perfect solution for family-owned companies –Perfect solution for companies owned by multiple co-founders Significant Improvement in: –Employee Morale and Productivity –Retirement Benefits –Company Cash Flow

21 About the Beyster Institute The Beyster Institute at the UCSD Rady School of Management was founded by Dr. J. Robert Beyster in 1986 as an independent non-profit advisory group. Dr. Beyster was the founder and then- CEO of SAIC, and was spurred to found the Institute by the many inquiries he received about SAIC’s highly successful system of employee stock ownership. In 2004 the Institute became a part of the Rady School of Management. As a part of the University, the Institute continues to pursue its original role: to serve as a center of expertise on the effective use of employee stock ownership tools and principles, and to provide expert guidance and direction to business leaders who seek help in this area.