WILLIAM R. SHERMAN, ESQ.

<<**** Sky Mountain Circle, Reno>, <NV> <89523>>

775-***-**** aco2wz@r.postjobfree.com

VP - General Counsel / Associate Counsel

Corporate and Commercial Law / Litigation Management / Board Relations /

Negotiations / Contracts Finance / Licensing / HR / IP / International /

M&A / JVs / Securities Law / Corporate Governance

Successfully resolved complex business and legal challenges in public and

corporate environments. Represented Del Monte, L.A. Gear, Mitchell

International and Harrah's, as well as other corporations in energy,

consumer goods, food/beverage, hi-tech, hospitality, entertainment and

insurance arenas. Directed in-house/outside counsel in litigation,

corporate transactions, regulatory compliance and specialty legal matters.

Can contribute by:

< Keeping current with legal environment and regulatory requirements

< Structuring and negotiating contracts, licenses and transactions

< Communicating effectively at board, executive and staff levels

< Gaining cooperation and consensus among all stakeholders

Earned a JD from the University of California Hastings College of the Law

and a BA in Political Science/Business from Parsons College. Admitted to

practice law in the Nevada and California State and Federal Bars.

Selected Accomplishments

Formalized legal support, facilitating asset portfolio expansion. Ormat

efforts to obtain land for geothermal development were sporadic and

disorganized. Created new department hired staff familiar with title

searches. Worked with company geologists to review potential sites. Closed

on 760,000 acres of leases/options.

Simplified L.A. Gear license agreement, stimulating 10% sales increase. 50-

page license agreement used with distributors was overly complicated and

discouraged potential licensees from entering into agreements. Developed

more easily understood and 75% shorter agreement which still protected

interests of company.

Ensured $350M DoE-backed construction loan closing. U.S. Department of

Energy (DoE) required resolution of real estate issues before guaranteeing

loan for construction of Ormat geothermal plants. Determined problem areas

and ensured all were handled in timely manner. Closed seven days prior to

expiration of the guarantee program.

Standardized Del Monte franchise agreements, enabling 25% sales increase.

After acquisition of Canada Dry, determined global franchise agreements

were difficult to manage due to variance between markets. Developed and

implemented universal agreement. Sales force leveraged easily negotiable

basic agreement into more sales.

Mitigated potential litigation by L.A. Gear former employees. Due to

declining sales, reduction in force plan was necessary to limit exposure to

employee litigation. Developed equitable plan based on employee

position/years of service and provided outplacement. Successfully reduced

work force 90% without litigation.

Negotiated sale/royalty agreement, enabling development of geothermal

project. Owen-Sherman client sought land essential to develop project.

Negotiated lease for over a year. When property owner wanted to terminate

negotiations, proposed purchase of land coupled with royalty agreement and

closed transaction.

Developed business continuity plan. Mitchell International lacked business

recovery plan. Formed and managed cross-departmental task force to review

all business records. Created business recovery plan which was approved by

executive management. Plan was successfully implemented when a wildfire

affected company buildings.

Updated employee benefit package, reducing cost 15%. Jackpot Enterprises

employee benefits had not been reviewed or changed in several years.

Engaged consulting firm to help review existing plan. Made revisions,

Provided new benefits at no additional cost and reduced overall benefit

plan cost.

Keyed successful L.A. Gear business change and Chapter 11 exit. Company was

in financial trouble, had been de-listed from NYSE and was unable to meet

upcoming bond payments. With outside counsel, initiated and filed Chapter

11. Company emerged from bankruptcy as private licensing company with

reduced staff and debt.

Vice President & General Counsel, Summit Casinos, Jackpot Enterprises,

DatDirect Networks, 1993, 2000. Accepted positions at three companies that

required the establishment on an in-house legal function Created structure,

reporting relationships and scope or responsibilities for an in-house legal

department and developed necessary corporate governance policies.

Successfully created in-house legal departments

Sourced and secured plantation in Philippines for Del Monte. Company needed

to locate and purchase land in Asia for growing and sale of bananas. Found

plantation and Philippine national to participate as joint venture partner.

Negotiated purchase. Completed acquisition through newly established

Philippine corporation.

WILLIAM R. SHERMAN, ESQ.

Page 2

Implemented online contract and expense tracking system. Mitchell

International had only one administrator with knowledge of existing

contracts. It needed to be memorialized. Searched and negotiated excellent

price for web-based matter management system. Created database of all

existing contracts and record of corporate secretarial function with

ability to track expenses.

Career History

Managing Director, Owen-Sherman Enterprises, Ltd., 2012-Present. Providing

legal consulting to international renewable/geothermal/biomass energy

clients, including: negotiating leases, contracts, royalty agreements and

corporate governance documents; drafting/reviewing business

proposals/agreements; providing expert testimony.

Land Department Manager/Business Development/Counsel, Ormat Technologies,

Inc., 2007-2012. Managed

compliance, contracts, negotiations and acquisition activities for $450M

provider of alternative/renewable energy technology. Ensured timely lease

payments. Provided necessary legal advice and counsel. Managed $7M budget.

Managed acquisition of 400,000+ acres of land leases and optioned 260,000+

acres for future geothermal energy development as well as land purchases.

Participated in corporate financing ranging from $90M to $350M.

Chief Deputy City Attorney, City of Reno, 2004-2006. Directed all legal

matters and litigation for civil division. Provided legal advice to City

Council, City Manager and all departments within City. Managed staff of ten

attorneys, four support staff and a paralegal within $3M budget.

Partner, Tiras & Burau, 2003-2004. Negotiated technology, software

licensing and consulting agreements. Drafted and closed real estate

transactions. Litigated on behalf of clients. Advised on regulatory and

estate issues.

VP, General Counsel & Secretary, Mitchell International, Inc., 2001-2002.

Chief legal responsibility for $400M provider of business of software and

eBusiness solution for the insurance and collision repair industries.

Managed outside counsel and complex litigation matters, including

successful defense of class action litigation. Negotiated and closed

technology, licensing and vendor agreements. Developed new stock

option/appreciation plans.

VP & General Counsel, DataDirect Networks, Inc., 2000-2001. Advised on IP,

HR and corporate compliance for $200M global hardware/software company

specializing in storage area networks. Established in-house legal function.

Managed outside counsel. Negotiated technology, software licensing and OEM

agreements. Developed patent portfolio process and maintenance. Counseled

on IP, HR and corporate compliance issues.

VP, General Counsel & Secretary, L.A. Gear, Inc., 1996-2000. Chief legal

responsibility for $300M global consumer goods company. Successfully took

company through Chapter 11 reorganization. Responsible for licensing,

corporate secretarial function, Board of Director and annual Shareholder

meetings. Participated in negotiating and closing $50M line of credit.

Drafted and filed all SEC documents.

VP, General Counsel and VP of Human Resources, Jackpot Enterprises, Inc.,

1993-1996. Chief legal responsibility for all business units of gaming

company. Served as chief HR executive Managed outside counsel. Responsible

for $4M budget. Represented company before regulatory agencies.

Participated in all SEC filings, Board of Director and Annual Meetings.

Instrumental in real estate, corporate development and $90M financing

VP & General Counsel, Summit Casinos International, Inc., 1993. Chief legal

responsibility for gaming/hotel company. Participated in drafting,

negotiating and filing of IPO. Represented company before regulatory

agencies. Managed corporate development activities and staff

General Counsel, Associates for Competitiveness, 1992-1993. Chief legal

responsibility for consulting services to business in international

competition. Assisted in formation of virtual strategic alliances between

companies.

Assistant General Counsel & Assistant Secretary, Harrah's Entertainment,

Inc., 1987-1991. Responsible for all legal aspects of corporate

development, real estate development, compliance, finance, employee

relations departments. Managed outside counsel. Participated in sale of

Holiday Inns for $2.25B and other corporate assets. Developed problem

gaming policies for guests and employees.

VP, Assistant General Counsel & Assistant Secretary, Del Monte Corporation,

1977-1987. Chief legal responsibility for worldwide business unit of $3B

food/beverage subsidiary of RJR Nabisco. Managed $2M budget. Negotiated

franchise agreements for Canada Dry and Sunkist brands. Prepared,

negotiated and closed acquisitions and mergers from $1M to $675M.

Participated in corporate secretarial function and SEC filings.

Earlier: Assistant City Attorney, City of Reno; Program Attorney, National

Judicial College; Management Trainee/Cost Accountant, Del Monte

Corporation.

Personal Interests: Hiking, jogging, tennis, reading, cooking and dog

lover.

Contact this candidate