Executive Management

PHILIP J. KOEHLER, ESQ.

**** ****** ** ******

Yorba Linda, California 92887

***/***-****

*********@***.***

EDUCATION

J.D., University of Southern California Law Center, Los Angeles,

California

M.B.A., University of California, Irvine, California

Graduate School of Management

B.A., University of Texas, Austin, Texas

Plan II Honors Program, cum laude

PROFESSIONAL EXPERIENCE

Executive Compensation/Non-qualified Plans

. Design and implement non-qualified plans and equity-based compensation

arrangements, including stock option plans, restricted stock, phantom

stock, stock appreciation rights and performance share and other

performance-based arrangements.

. Draft and advise regarding supplemental executive retirement plans and

insurance-based compensation including split-dollar arrangements.

. Advise regarding federal and state tax issues applicable to

compensation arrangements, including constructive receipt, economic

benefit, and Code Sections 409A, 83, 162(m) and 280G.

. Advise regarding GAAP statement impacts of equity-based compensation

arrangements.

. Draft and advise regarding executive employment contracts, including

excess parachute payment penalties and enforceability of non-compete

provisions.

. Negotiate executive severance arrangements.

Qualified Plans

. Design, draft, and advise regarding all types of qualified pension and

profit sharing plans and trusts including 401(k) plans, 403(b) plans,

457(b) deferred compensation plans, Taft-Hartley trusts and ESOPs.

. Advise on compliance with Treasury, Labor, PBGC, and SEC regulations

including nondiscrimination requirements under Code Sections

401(a)(4), 410(b), 401(k) and 401(m), QDROs, ERISA Title I, including

structuring deals to avoid prohibited transaction and general

fiduciary responsibility issues, reporting and disclosure, and SEC

Rule 16b-3.

. Work includes representation of clients before IRS, DOL and PBGC

regarding discrimination in coverage and benefits, permitted

disparity, Code Section 415 limits, Code Section 404(a) deduction

limits, merger and spin-off of plans, participant loans, plan

termination, and early retirement window benefits.

. Negotiate resolutions with IRS and EBSA regarding plan examinations in

connection with EPCRS, DFVC, VFCP, H-CAP and PTE application

procedures.

. Additional experience includes ESOP transactions, including

eligibility for Code Sec. 1042 deferral, fiduciary aspects of ESOP

valuations, etc.

Mergers/Acquisitions/Dispositions

. Negotiate, advise and conduct due diligence regarding the compensation

and benefit plans involved in business mergers, acquisitions and

dispositions.

. Negotiate and draft benefit and equity compensation plan

representations and warranties in transaction agreements.

. Advise regarding excess parachute payments, severance pay, plan

terminations, mergers and spin-offs, ESOP transactions, multiemployer

plan withdrawal liability and executive compensation.

Investment Management

. Advise investment advisors/managers and trustees regarding ERISA

fiduciary standards including DOL "plan assets" regulations, VCOC/REOC

status, principal and agency transactions, QPAM issues, collective

investment fund issues and conversion to mutual funds, synthetic GICs,

and incentive fee arrangements.

Welfare Benefit Plans

. Advise employers and multiemployer welfare benefit plan trustees

regarding insured and self-insured health, dependent care, life

insurance, disability insurance, severance benefit plans, cafeteria

plans, MSAs, FSAs and HSAs.

ERISA/Employment Law Litigation

. Advise employers and trustees of Taft-Hartley plans and negotiate

settlements in litigation involving issues of ERISA preemption,

fiduciary liability, retiree health benefits, early retirement window

benefits and alleged wrongful denial of benefits.

. Perform research, draft pleadings, responses to discovery requests and

briefs and provide expert testimony.

Present and past clients

Avon Products, Carl Kartcher Enterprises, Conexant, DPAC Technologies,

Fujitsu Microelectronics, Herbalife International, Republic Industries,

Washington Mutual Bank, Western Digital Corporation, Directors Guild of

America-Producer Pension and Health Plans, Screen Actors Guild-Producers

Pension and Health Plans, City of San Francisco and Georgetown University.

LAW FIRM EMPLOYMENT HISTORY

2004 - 12/ 2008 Stradling Yocca Carlson & Rauth, APC, Newport Beach, CA

Of Counsel, Corporate Tax Practice

2002 - 2004

Iger, Koehler & Vanetik, LLP, Costa Mesa CA

Partner

1996 - 2000

Morrison & Foerster, LLP, Irvine, CA

Of Counsel, ERISA Practice Group, Tax Department.

1994 - 1996

Jeffer, Mangels, Butler & Marmaro, LLP, Los Angeles, CA

1991 - 1994 Associate, ERISA Practice Group, Tax Department.

Best, Best & Krieger, LLP, Riverside, CA

Associate, ERISA Practice Group, Tax Department.

TEACHING EMPLOYMENT HISTORY

2005 - present Chapman University School of Law, Orange, CA

Adjunct Professor, LLM Program.

CONSULTING EMPLOYMENT HISTORY

2001 - 2002 KPMG LLP, Costa Mesa, CA

Director, Compensation and Benefits Practice

2000 - 2001 Deloitte & Touche, LLP, Los Angeles & Costa Mesa, CA

Senior Manager, Employee Benefits Tax Services Group

PROFESSIONAL CREDENTIALS

C.M.S. (Compensation Management Specialist), International Foundation

of Employee Benefit Plans and the Wharton School of Business,

University of Pennsylvania.

C.E.B.S. (Certified Employee Benefit Specialist), International

Foundation of

Employee Benefit Plans and the Wharton School of Business, University

of Pennsylvania.

Fellow, International Society of Certified Employee Benefit

Specialists (2004-06).

C.P.C. (Certified Pension Consultant), American Society of Pension

Actuaries.

PROFESSIONAL AFFILIATIONS

State Bar of California, Tax Section, Employee Benefits Committee

American Bar Association, Tax Section

Orange County Bar Association, Tax Section

REPRESENTATIVE MATTERS

. Advised clients regarding tax, accounting and securities law aspects of

employee benefit and equity compensation plans regarding numerous sales,

acquisitions, mergers, financings and similar transactions; conducted

benefit plan due diligence reviews; negotiated representations and

warranties, and drafted plan documents.

. Advised public company regarding termination of its 401(k) Plan in a

Chapter 7 Liquidation setting.

. Designed long term incentive plan for Fortune 500 company, drafted stock

option plan documents and individual agreements and explained option gain

deferral features to executives.

. Analyzed and computed excess parachute excise tax liability exposure for

Fortune 1000 company executives in accordance with individual change-in-

control agreements and advised regarding new agreements post-transaction

and drafted agreements.

. Drafted nonqualified deferred compensation plan and "rabbi" trust

agreement for international fixed income money management firm and

advised executives regarding tax and GAAP financial statement

implications.

. General Counsel for all tax and securities matters for Retirement Plan

for Hospital Employees of San Francisco ($300 million multiemployer

pension plan); attended all meetings of the plan's board of trustees;

advised investment and benefits subcommittees.

. Advised national registered broker/dealer regarding operation as nonbank

IRA custodian and obtained IRS approval.

. Conducted audit defense and advised clients regarding the Labor

Department's DFVC and VFC programs and the IRS EPCRS programs, negotiated

numerous closing agreements and obtained compliance letters.

. Drafted opinion letter for trustees of Screen Actors Guild - Producers

Pension and Health Plans regarding use of plan assets to fund actuarial

study of merger with other multiemployer plans.

. Advised numerous clients regarding design and implementation of SERPs,

nonqualified

deferred compensation plans, stock options programs and other forms

of executive

compensation and draft plan documents.

. Advised City of San Francisco regarding adoption of domestic partner

benefits ordinance including extensive analysis of ERISA preemption.

. Analyzed 401(k) plan with employer stock fund option; drafted opinion

letter regarding qualified status for inclusion in client's prospectus to

be distributed to participants in connection with the offering of shares

under the plan.

. Performed extensive analysis of ERISA prohibited transaction issues

regarding plan sponsor's redemption of employer stock held in ESOP and

procedures for obtaining an administrative PTE.

PUBLICATIONS

Executive Compensation Issues in the Board Room, The Board Member,

October 2002.

Securities Lending Issues in Pension Investing, Tax Management Journal

of Compensation Planning, December 2000.

Monthly article published in Managing 401(k) Plans, Institute of

Management and Administration.

RECENT SPEAKING ENGAGEMENTS

Guest Lecturer, Chapman University School of Business, Executive MBA

Program.

Frequently requested to speak to members of the local chapters of the

National Association of Stock Plan Professionals, the International

Society of Certified Employee Benefit Plan Specialists, and the

Western Pension and Benefits Conference.

Contact this candidate