This presentation has been prepared by Jerry Heupel, a partner with Silver, Freedman, Taff & Tiernan LLP with over 25 years of experience with Section 280G of the Internal Revenue
Code.  The presentation is in an easy to read question and answer format.

• The value of your payments and benefits upon a change in control,
• Whether your payments and benefits will trigger adverse consequences under Section
• 280G of the Internal Revenue Code, and How to avoid any adverse consequences through proper tax planning.

Questions and Answers include:

1. What is Section 280G of the Internal Revenue Code?
2. What Is My Base Amount?
3. What Are Parachute Payments?
4. What Are Examples of Parachute Payments?
5. Is the Full Value of Payments Subject to a Vesting Schedule Counted as a Parachute Payment?
6. How Are Payments That Will be Received in the Future Treated Under Section 280G of the Code?
7. Why Are Changes or Increases in Compensation Within One Year Prior to a Completion of a Change in Control Counted as a Parachute Payment?
8. What Types of Payments Are Not Treated as Parachute Payments?
9. Who Is Covered by Section 280G of the Code?
10. What is Involved with Tax Planning?
11. When Is the Best Time to Do Tax Planning?
12. My Company Shows Illustrative Payments in Our Annual Proxy Statements – Can I Just Rely on Those Numbers?
13. My Company Does Not File with the SEC – Do I Still Need to Worry About Section 280G?
14. My Contract Has a Section 280G Gross-Up Provision – Do I Still Need to Worry About Section 280G?
15. My Contract Has a Section 280G Cut-Back Provision – Do I Still Need to Worry About Section 280G?