1. © 2006 Morrison & Foerster LLP All Rights Reserved Keeping Up With a Changing Compliance Environment for Public Companies ACC-A General Counsel Roundtable ___________________________________________ Scott M. Stanton Morrison & Foerster Kristopher L. Hanson SAIC January 26, 2007

2. Introduction Introductions Materials Topics to be Discussed –Executive Compensation Disclosure Reform –E-Proxy Notice and Delivery Rules –The Return of the Tender Offer –Accelerated Filer Rules –Nasdaq/NYSE Developments

3. © 2006 Morrison & Foerster LLP All Rights Reserved Executive Compensation Disclosure Reform

4. Compensation Discussion & Analysis CD&A Requirement: New general overview of executive compensation in the form of a Compensation Discussion & Analysis (CD&A) –Report regarding the Companys executive compensation policies and practices –Should be principles-based and address the objectives, elements and implementation of executive compensation programs –Much like MD&A in form and approach –Report is reviewed and approved by Compensation Committee –CD&A is deemed filed not furnished – more liability for CEO and CFO Required Discussion: The CD&A must answer the following questions specific to compensation programs: –What are the objectives of the program? –What is the program designed to reward? –What are the elements of compensation? –Why does the company choose to pay each element? –How does the company determine the amount/formula for each element? –How does each element and the companys decision regarding that element fit into the companys overall compensation objectives and affect decisions regarding other elements?

5. Compensation Discussion & Analysis (Continued) Additional Discussion: The Final Rules identify 15 additional examples of matters that may be relevant to discuss in the CD&A Option Granting Practices: –Discuss reasons for selecting particular grant dates –Methodology for selecting exercise prices and other terms of options (e.g., vesting periods, accelerations, forfeitures, etc.) –If exercise price is not the fair market value as of the grant date, then the method for determining the price must be disclosed –Disclose any policies or practices regarding the timing of option grants relative to the release of material information, including managements role Spring Loading Bullet Dodging New Compensation Committee Report: –Considerably more brief than previously-delivered report –Report is furnished – not filed –Will indicate that Committee has reviewed CD&A, discussed its contents with management and has recommended its inclusion in proxy statement and 10-K

6. Compensation Discussion & Analysis (Continued) Practical Considerations: –Significant amount of time will be needed to think through and formulate CD&A –Drafting and reviewing CD&A will involve numerous parties, including legal, human resources and financial reporting, compensation consultants, management and Compensation Committee –Because CEO and CFO must certify as to sufficiency of CD&A, draft of CD&A should be fairly developed at time of filing of 10-K

7. Old Summary Compensation Table

8. Revised Summary Compensation Table Total Compensation: Reflects dollar value of all compensation earned by an executive during the fiscal year –Amount of total compensation used to determine NEO status –Plan-based awards now reflected with reference to FAS 123R dollar value (e.g., Black-Scholes, etc.) – not in shares Narrative Disclosure: Narrative disclosure to follow tables Prior Fiscal Years: No need to recalculate years prior to new rules Name and Principal PositionYear Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non- Equity Incentive Plan Comp. ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($)Total ($) (a)(b)(c)(d)(e)(f)(g)(h)(i)(j) Principal Executive Officer Principal Financial Officer Officer 3 Officer 4 Officer 5

9. Who are the NEOs? Any person who served as CEO or CFO at any time during the past fiscal year Next three highest paid officers (based upon total compensation) Any former executive officer who would have made the list but for the fact that he/she was not serving as an officer at 12/31 Additional narrative disclosure proposed for up to three highly-paid employees if the employee makes more than any of the top five and is in policy-making position (originally referred to as Katie Couric rule) Practical Consideration: Harder to track (or engineer) list of NEOs since total compensation now includes all elements of compensation – not just salary and bonus Revised Summary Compensation Table (Continued) Name and Principal PositionYear Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non- Equity Incentive Plan Comp. ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($)Total ($) (a)(b)(c)(d)(e)(f)(g)(h)(i)(j) Principal Executive Officer Principal Financial Officer Officer 3 Officer 4 Officer 5

10. Revised Summary Compensation Table (Continued) Plan-Based Awards: Requires disclosure of FAS 123R dollar value of stock awards, options or other non-stock awards that are settled in cash but where performance is tied to companys stock –SEC issued interim final rules in December 2006 stating that disclosure should reflect portion of awards fair value recognized in fiscal year – not full grant date fair market value –SEC approach remedied disparity between proxy statement and financial statement treatment of equity awards under original rules Non-equity incentive compensation will reflect cash bonuses earned on account of pre- determined bonus goals – instead of under Bonus column (which will include only discretionary awards) Name and Principal PositionYear Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non- Equity Incentive Plan Comp. ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($)Total ($) (a)(b)(c)(d)(e)(f)(g)(h)(i)(j) Principal Executive Officer Principal Financial Officer Officer 3 Officer 4 Officer 5

11. Revised Summary Compensation Table (Continued) All Other Compensation: Retains old definition of perk – not integrally related to performance of duties and not generally available to large groups of employees Threshold for reporting perks lowered to $10,000 Could include payments for: (i) termination on change in control, (ii) company contributions to deferred compensation plans, (iii) tax gross-ups and (iv) life insurance premiums Practical Consideration: Extraordinary severance payment to a departing officer could impact NEO list for past year Name and Principal PositionYear Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non- Equity Incentive Plan Comp. ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($)Total ($) (a)(b)(c)(d)(e)(f)(g)(h)(i)(j) Principal Executive Officer Principal Financial Officer Officer 3 Officer 4 Officer 5

12. New Grants of Plan-Based Awards Table Intended to complement the Summary Compensation Table (columns (e), (f) and (g)) Separate line item disclosure for each grant or award – no grouping allowed Disclosure required for (i) non-equity and equity awards subject to performance conditions (e.g., stock price, return on equity, etc.) and (ii) other equity-based awards granted in the last year that are not performance-based Full grant date value under FAS 123R for each grant (per Interim Final Rules) *Extra Approval Date column required if different from Grant Date **Extra Market Price on Grant Date column if option exercise price different than closing price on grant date Name Grant Date Approval Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Market Price on Grant Date Grant Date Fair Value of Stock and Option Awards Thresh- old ($) Target ($) Maxi- mum ($) Thresh- old (#) Target (#) Maxi- mum (#) (a)(b)*(c)(d)(e)(f)(g)(h)(i) (j) (k)**(l) Principal Executive Officer Principal Financial Officer Officer 3 Officer 4 Officer 5

13. Termination/Change in Control Payments Presentation: No prescribed tabular format required – can be only narrative disclosure Required Discussion: Disclosure must include: –List of each triggering event (these are likely to be multiple types of termination triggering severance benefits) –For each triggering event, description and quantification of estimated benefits; assume event occurred at end of last completed fiscal year at year-end stock price –Description of post-employment conditions on payment –Non-discriminatory benefits need not be disclosed (e.g., generally provided death benefits) Practical Consideration: New disclosure and quantification of benefits likely to be among most high-profile (and potentially embarrassing) disclosure

14. New Director Compensation Table New Requirements: Similar disclosure requirements as the revised Summary Compensation Table – total compensation for past year Disclosure required for any person who served as a director during the past year (except NEOs) All Other Compensation includes any perks ($10,000 threshold for identifying the perk by name) Footnote disclosing the aggregate amount of options outstanding at year end and full grant date value of equity awards (per the Interim Final Rules) Name (a) Fees Earned or Paid in Cash ($) (b) Stock Awards ($) (c) Option Awards ($) (d) Non-Equity Incentive Plan Comp. ($) (e) Change in Pension Value and Nonqualified Deferred Comp. Earnings ($) (f) All Other Comp. ($) (g) Total ($) (h)

15. Disclosure Requirements Other Items New Rules Expand Disclosure for Security Ownership of Officers and Directors: –Officers: Requires disclosure of the number of shares actually owned and/or pledged by management Currently, vested options show as shares owned –Directors: Requires disclosure of the number of shares actually owned and number of qualifying shares, if any, held by individual board members Shares that are an eligibility requirement to be a board member Form 8-K Modifications: –New Item 5.02 for agreements or material amendments to agreements involving named executive officers and other listed officers –Requires disclosure of retirement, resignation or termination of NEOs and PEOs –Removes executive compensation agreements from purview of Items 1.01 and 1.02 (Entry Into/Termination of a Material Definitive Agreement) –Intended to capture only events that are unquestionably or presumptively material to investors

16. © 2006 Morrison & Foerster LLP All Rights Reserved E-Proxy Notice and Delivery Rules

17. E-Proxy Rules Background: –In December 2006, SEC approved amendments to the proxy rules to permit notice and access model for furnishing proxy materials (other than those involving business combinations) through the Internet Rule Requirements: –Notice must be sent 40 days or more before the date of the shareholders meeting –Notice must be written in plain English and include: the date, time and location of the meeting; the address of the Internet website where the proxy materials are available; a toll-free number and e-mail address for shareholders to request copies of the materials (at no cost to the shareholders); and a description of the matters to be considered at the meeting and the issuers recommendation on the matters –Issuer must give the shareholders some means of voting (voting over the Internet or telephonic voting or some combination thereof), but a proxy card may not be sent along with the initial notice –Issuers relying on the new rules must provide shareholders with copies of proxy materials upon request in paper or by e-mail (as requested) within three business days

18. E-Proxy Rules Continued Impact of New Rules on Intermediaries: –The current proxy rules require that issuers send their proxy materials to the intermediaries who forward the materials, along with a request for voting instructions, to the beneficial owners –At the request of an issuer or other soliciting person, intermediaries will be required to prepare and send their own notices regarding Internet availability of the proxy materials that would be designed specifically for beneficial owners Timing and Effectiveness of New Rules: –Issuers may begin to comply with the new rules beginning July 1, 2007 – but not before that time –SEC also proposed new rule that would require all issuers and other soliciting persons to follow the notice and access model for all proxy solicitations (other than business combinations) at an unspecified time in the future – possibly as early as 2008 proxy season for large accelerated filers

19. © 2006 Morrison & Foerster LLP All Rights Reserved The Return of the Tender Offer

20. Return of the Tender Offer The Problem: Judicial interpretations of the Best Price Rule The Solution: SEC Exemption (and Safe Harbor –Best price rule does not apply to employment compensation, severance or benefit arrangements –Safe harbor if compensation and severance arrangements are approved by independent board committee The Effect: Acquirors of public targets can now avail themselves of tender offer structure rather than conventional merger –Tender offers are much faster to complete than mergers –SEC reviews focus on more material issues due to compressed timeline

21. © 2006 Morrison & Foerster LLP All Rights Reserved Accelerated Filer Rules

22. Background: –In December 2006, the SEC issued rules to delay the SOX 404 internal control reporting requirements for newly public companies, non-accelerated filers and certain foreign private issuers Delay of Section 404 Compliance Date for Smaller Public Companies: –For companies that are not accelerated filers, SEC split the compliance dates for (i) the management report on internal control and (ii) the auditor attestation Management Report – Management report not required until the filing of the Form 10-K for Companys first fiscal year ending on or after December 15, 2007 (a six-month delay from the current rules) Auditor Attestation – Auditor attestation report not required until the filing of the Form 10-K for Companys first fiscal year ending on or after December 15, 2008 (an 18-month delay from the current rules) Relief for Newly Public Companies: –Newly public companies may delay compliance with Section 404 internal control reporting requirements until after they filed one annual report with the Commission –In second annual report, the company would then be required to comply with the Section 404 internal control reporting requirements in accordance with the bifurcated phase-in schedules discussed above.

23. Accelerated Filer Rules Continued Category of Domestic Filer Internal Control Reporting Deadlines Starting with Annual Reports For FYEs Ending on or after the Date Below. Filing Deadlines Starting with 10-K Annual Reports for FYE on or after December 15, 2005 Filing Deadlines Starting with Annual Reports for FYE on or after December 15, 2006 Filing Deadline for 10-Q Quarterly Reports 10-K Deadline 10-Q Deadline Large Accelerated Filer ($700MM or more) Management Report and Auditor Attestation: Already required for domestic issuers 75 days60 days40 days Accelerated Filer ($75MM and above, but less than $700MM) Management Report and Auditor Attestation Already required for domestic issuers 75 days 40 days Non-accelerated FilerManagements Report: December 15, 2007 Auditor Attestation December 15, 2008 90 days 45 days

24. © 2006 Morrison & Foerster LLP All Rights Reserved Nasdaq / NYSE Developments

25. Nasdaq is now an exchange with three tiers – Global Select, Global and Capital NYSE treasury share exception to shareholder approval requirement eliminated Modification of Nasdaq definition of independent director NYSE proposal to eliminate broker discretionary voting in director elections (implications for companies with majority voting provisions) Nasdaq adds the letter of reprimand to its arsenal

26. Thank You Scott Stanton Partner, Morrison & Foerster sstanton@mofo.com sstanton@mofo.com Kris Hanson Corporate Counsel SAIC